§ 192.660 - Contents of voluntary supervisory conversion application.

§ 192.660 What must I include in my Contents of voluntary supervisory conversion application?

You

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A savings association must include all of the following information and documents in a voluntary supervisory conversion application to the appropriate OCC licensing office if you are it is a Federal savings association and to the appropriate FDIC region if you are it is a state State savings association under this subpart:

(a) Eligibility.

(1) Evidence establishing that you meet the savings association meets the eligibility requirements under § 192.625 or § 192.630.

(2) An opinion of qualified, independent counsel or an independent, certified public accountant regarding the tax consequences of the conversion, or an IRS ruling indicating that the transaction qualifies as a tax-free reorganization.

(3) An opinion of independent counsel indicating that applicable state State law authorizes the voluntary supervisory conversion, if you are a statethe conversion involves a State-chartered savings association converting to state State stock form.

(b) Plan of conversion. A plan of voluntary supervisory conversion that complies with § 192.650.

(c) Business plan. A business plan that complies with § 192.105, when required by the appropriate Federal banking agency.

(d) Financial data.

(1) Your The savings association's most recent audited financial statements and Consolidated Reports of Condition and Income or Thrift Financial Call Report, as appropriate. You The savings association must explain how your its current capital levels make you the savings association eligible to engage in a voluntary supervisory conversion under § 192.625 or § 192.630.

(2) A description of your the savings association's estimated conversion expenses.

(3) Evidence supporting the value of any non-cash asset contributions. Appraisals must be acceptable to the appropriate Federal banking agency and the non-cash asset assets must meet all other appropriate Federal banking agency policy guidelines.

(4) Pro forma financial statements that reflect the effects of the transaction. You The savings association must identify your its tangible, core, and risk-based capital levels and show the adjustments necessary to compute the capital levels. You The savings association must prepare your its pro forma statements in conformance with the appropriate Federal banking agency's regulations and policy.

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the applicable accounting requirements.

(5) A statement describing the aggregate number and percentage of shares that each director, officer, and any affiliates or associates of the director or officer will purchase.

(e) Proposed documents.

(1) Your The savings association's proposed charter and bylaws.

(2) Your The savings association's proposed stock certificate form.

(3) Any securities offering circular and other securities disclosure materials to be used in connection with the proposed voluntary supervisory conversion.

(f) Agreements.

(1) A copy of any agreements between you the savings association and proposed purchasers.

(2) A copy and description of all existing and proposed employment contracts. You The savings association must describe the term, salary, and severance provisions of the contract, the identity and background of the officer or employee to be employed, and the amount of any conversion shares to be purchased by the officer or employee or his or her affiliates or associates.

(g) Related filings and applications.

(1) All filings required under the securities offering rules of 12 CFR parts 16 and 192 and 197 of this chapter.

(2) Any required Change in Bank Control Act notice , and rebuttal submission under § of control submissions under 12 U.S.C. 1817(j) and 12 CFR 5.50 of this chapter, or copies of any Holding Company Act Applicationsapplications, including prior-conduct certifications under Regulatory Bulletin 20listed under the appropriate Federal banking agency's regulatory guidance.

(3) A subordinated debt application, if applicable.

(4) Applications for permission to organize a stock association and for approval of a merger, if applicable, and a copy of any application for Federal Home Loan Bank membership or FDIC insurance of accounts, if applicable.

(5) A statement describing any other applications required under Federal or state State banking laws for all transactions related to your the conversion, copies of all dispositive documents issued by regulatory authorities relating to the applications, and, if requested by the appropriate Federal banking agency, copies of the applications and related documents.

(h) Other information.

(1) A statement indicating the role each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion.

(2) Any additional information requested by the OCC, as authorized by law.

(i) Waiver request. A description of any of the features of

your

the savings association's application that do not conform to the requirements of this subpart, including any request for waiver of these requirements.

[76 FR 49156, Aug. 9, 2011, as amended at 80 FR 28481, May 18, 2015]