(a)
(1) The converting institution shall promptly
notify its depositors that its governing board adopted a plan of conversion and
that a copy of the plan is available for the depositors' inspection in the
converting institution's main office and branches. The converting institution
shall mail a letter to each depositor or publish a notice in the local
newspaper in each local community where the converting institution has a branch
office. The converting institution may also issue a press release.
(2) The commissioner may require notification
broader than that required under subdivision (1) of this subsection, if
necessary, to ensure adequate notice to the depositors.
(b) The converting institution shall not
provide financial statements, describe the benefits of conversion, estimate the
value of the converting institution's shares upon conversion or, in the case of
a converting mutual savings and loan association, solicit proxies in the
letter, notice or press release. If the converting institution responds to
inquiries about the conversion, the converting institution may address only the
matters listed in subsections (c) and (d) of this section.
(c) The converting institution may include
any of the following statements and descriptions in its letter, notice or press
release:
(1) The governing board adopted a
proposed plan to convert from a mutual to a stock institution;
(2) The commissioner must approve the
conversion before the conversion will be effective. The depositors will have an
opportunity to file written comments, including objections and materials
supporting the objections, with the commissioner;
(3) The Internal Revenue Service must issue a
favorable tax ruling, or a tax expert must issue an appropriate tax opinion, on
the tax consequences of the conversion before the commissioner will approve the
conversion. The ruling or opinion must indicate the conversion will be a
tax-free reorganization;
(4) The
commissioner might not approve the conversion and the Internal Revenue Service
or a tax expert might not issue a favorable tax ruling or tax
opinion;
(5) Account holders will
continue to hold accounts in the converted institution with the same dollar
amounts, rates of return and general terms as existing deposits. The Federal
Deposit Insurance Corporation will continue to insure the accounts;
(6) The conversion will not affect borrowers'
loans, including the amount, rate, maturity, security and other contractual
terms;
(7) The converting
institution's business of accepting deposits and making loans will continue
without interruption;
(8) The
converting institution's current management and staff will continue to conduct
current services for depositors and borrowers under current policies and in
existing offices;
(9) The
converting institution may continue to be a member of the Federal Home Loan
Bank System;
(10) The converting
institution may terminate the proposed conversion;
(11) The proposed record date for determining
the eligible account holders who are entitled to receive subscription rights to
purchase shares of the converting institution;
(12) A brief description of the circumstances
under which supplemental eligible account holders will receive subscription
rights to purchase shares of the converting institution;
(13) A brief description of how directors,
officers and employees will participate in the conversion;
(14) A brief description of the proposed plan
of conversion;
(15) The par value,
if any, and approximate number of shares the converting institution will issue
and sell in the conversion; and
(16) The converting institution may
substantially amend the plan of conversion.
(d) A converting institution that is a mutual
savings and loan association may also include any of the following statements
and descriptions in its letter, notice or press release:
(1) The converting institution will send the
depositors a proxy statement with detailed information on the proposed
conversion before convening a depositors' meeting to vote on the
conversion;
(2) The depositors will
have an opportunity to approve or disapprove the proposed conversion at a
meeting. At least a majority of the eligible votes shall approve the
conversion;
(3) The converting
institution will not vote existing proxies to approve or disapprove the
conversion. The converting institution will solicit new proxies for voting on
the proposed conversion;
(4) The
converting institution may substantively amend the converting institution's
proposed plan of conversion before the depositors' meeting;
(5) After the commissioner approves the
proposed conversion, the converting institution will send proxy materials
providing additional information. After the converting institution sends proxy
materials, depositors may telephone or write to the converting institution with
additional questions; and
(6) A
brief description of how depositors may participate in the
conversion.