§ 192.135 - Notifying members of adopted plan of conversion.

§ 192.135 How do I notify my members that my board of directors approved a Notifying members of adopted plan of conversion?.

(a) Notice. You A savings association must promptly notify your its members that your the board of directors adopted a plan of conversion and that a copy of the plan is available for the members' inspection in your the savings association's home office and in your its branch offices. You must mail a letter The savings association must provide this notice by sending to each member or publish a letter, through the mail or electronically if the member receives electronic communication, or by publishing a notice in the local newspaper in every local community where you have the savings association has an office. You The savings association also may also issue a press release and may make this notice available on its website. The appropriate Federal banking agency may require broader publication, if necessary, to ensure adequate notice to your the savings association's members.

(b) Contents of notice. You The savings association may include any of only the following statements and descriptions in your the letter, notice, or press release.

(1) Your The savings association's board of directors adopted a proposed plan to convert from a mutual to a stock savings institution.

(2) You The savings association will send your its members a proxy statement with detailed information on the proposed conversion before you convene the savings association convenes a members' meeting to vote on the conversion.

(3) Your The savings association's members will have an opportunity to approve or disapprove the proposed conversion at a meeting. At least a A majority of the eligible votes must approve the conversion.

(4) You The savings association will not vote existing proxies to approve or disapprove the conversion. You The savings association will solicit new proxies for voting on the proposed conversion.

(5) The appropriate Federal banking agency, and in the case of a stateState-chartered savings association, the appropriate state State regulator, must approve the conversion before the conversion will be effective. Your The savings association's members will have an opportunity to file written comments, including objections and materials supporting the objections, with the appropriate Federal banking agency.

(6) The IRS must issue a favorable tax ruling, or a tax expert must issue an appropriate tax opinion, on the tax consequences of your the savings association's conversion before the appropriate Federal banking agency will approve the conversion. The ruling or opinion must indicate the conversion will be a tax-free reorganization.

(7) The appropriate Federal banking agency, and in the case of a stateState-chartered savings association, the appropriate state State regulator, might not approve the conversion, and the IRS or a tax expert might not issue a favorable tax ruling or tax opinion.

(8) Savings account holders will continue to hold accounts in the converted savings association with the same dollar amounts, rates of return, and general terms as existing deposits. The FDIC will continue to insure the accounts.

(9) Your The savings association's conversion will not affect borrowers' loans, including the amount, rate, maturity, security, and other contractual terms.

(10) Your The savings association's business of accepting deposits and making loans will continue without interruption.

(11) Your The savings association's current management and staff will continue to conduct current services for depositors and borrowers under current policies and in existing offices.

(12) You may continue to be a member of the Federal Home Loan Bank System.

(13) You may substantively amend your

The savings association may substantively amend its proposed plan of conversion before the members' meeting.

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13)

You

The savings association may terminate the proposed conversion.

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14) After the appropriate Federal banking agency, and in the case of a

state

State-chartered savings association, the appropriate

state

State regulator, approves the proposed conversion,

you

the savings association will send proxy materials providing additional information. After

you send

the savings association sends proxy materials, members may telephone or write to

you

the savings association with additional questions.

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15) The proposed record date for determining the eligible account holders who are entitled to receive subscription rights to purchase

your

the savings association's shares.

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16) A brief description of the circumstances under which supplemental eligible account holders will receive subscription rights to purchase

your

the savings association's shares.

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17) A brief description of how voting members may participate in the conversion.

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18) A brief description of how directors, officers, and employees will participate in the conversion.

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19) A brief description of the proposed plan of conversion.

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20) The par value (if any) and approximate number of shares

you

the savings association will issue and sell in the conversion.

(c) Other requirements.

(1) You The savings association may not solicit proxies, provide financial statements, describe the benefits of conversion, or estimate the value of your its shares upon conversion in the letter, notice, or press release.

(2) If you respond the savings association responds to inquiries about the conversion, you it may address only the matters listed in paragraph (b) of this section.