Connecticut Administrative Code
Title 36a - The Banking Law of Connecticut
136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks
Section 36a-136-8 - Filing requirements
Universal Citation: CT Reg of State Agencies 36a-136-8
Current through September 9, 2024
(a) The converting institution shall file an original and three copies of the conversion application using the "Application for Conversion from a Mutual to a Stock Institution" that may be obtained from the department or the department's website. The conversion application shall include the following:
(1) The plan of conversion;
(2) An appraisal that meets the requirements
of subsection (b) of section
36a-136-12
of the Regulations of Connecticut State Agencies;
(3) In the case of a converting mutual
savings and loan association, proxy solicitation materials required under
section
36a-136-14
of the Regulations of Connecticut State Agencies, including:
(A) A preliminary proxy statement with signed
financial statements;
(B) a form
of proxy that meets the requirements of subsection (b) of section
36a-136-14
of the Regulations of Connecticut State Agencies; and
(C) any additional proxy solicitation
materials, including press releases, personal solicitation instructions, radio
or television scripts that the converting institution plans to use or furnish
to the depositors and a legal opinion indicating that any marketing materials
used or furnished comply with all applicable securities laws;
(4) An offering circular that
includes any material provisions of Connecticut law applicable to the
conversion;
(5) The documents and
information required by the "Application for Conversion from a Mutual to a
Stock Institution". The proposed certificate of incorporation shall include a
provision requiring the converted institution to establish and maintain a
liquidation account for eligible account holders and supplemental eligible
account holders pursuant to section
36a-136-37 of
the Regulations of Connecticut State Agencies;
(6) Written consents, signed and dated, of
any accountant, attorney, investment banker, appraiser or other professional
who prepared, reviewed, passed upon or certified any statement, report or
valuation for use;
(7) The business
plan, submitted as a separately bound, confidential exhibit under section
36a-136-9
of the Regulations of Connecticut State Agencies;
(8) The proposed charter and bylaws, or trust
agreement, of any charitable organization to which the converted institution
will make a contribution under section
36a-136-44;
and
(9) Any additional information
the commissioner requires.
(b) The commissioner shall not accept for filing and shall return any application for conversion that is improperly executed, materially deficient, substantially incomplete or that provides for unreasonable conversion expenses.
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