Current through Register Vol. 46, No. 12, March 20, 2024
The proxy statement required by this Part shall comply with
Form 86-PS, except that a converting institution may combine the proxy
statement and offering circular in one document. A short-form proxy statement
shall contain the information required by Items 1, 2, 3, 4 and 5 of Form 86-PS.
A short-form proxy statement shall also include cross references to the
sections of the offering circular containing the information required by Form
86-PS, which reads in its entirety as follows:
FORM 86-PS
[Facing Sheet]
NEW YORK STATE DEPARTMENT OF FINANCIAL
SERVICES
One State Street
New York, New York 10004
Proxy Statement
(Exact name of converting institution as specified in
charter)
(Street address of converting institution)
(City, State and ZIP Code)
Proxy Statement Form - Index to Items
Item 1. Notice of Meeting
Item 2. Revocability of Proxy
Item 3. Persons Making Solicitation
Item 4. Voting Rights and Vote Required for
Approval
Item 5. Directors and
Executive Officers
Item 6.
Remuneration and Other Transactions with Management and Others
Item 7. Business of the Converting
Institution
Item 8. Description of
the Plan of Conversion
Item 9.
Description of Capital Stock
Item
11. Use of New Capital
Item
12. New Charter, Bylaws or Other Documents
Item 14. Financial Statements
Item 15. Consents of Experts and
Reports
Item 16. Attachments
FORM 86-PS
Information Required in Conversion Proxy
Statement
Note:
1. Except as otherwise specifically provided,
where any item calls for information for a specified period in regard to
directors, officers, trustees or other persons holding specified positions or
relationships, the information shall be given in regard to any person who held
any of the specified positions or relationships at any time during the period.
However, information need not be included for any portion of the period during
which such person did not hold any such position or relationship provided a
statement to that effect is made.
2. The proxy statement shall include such
information which the superintendent by interpretative release or otherwise has
deemed necessary to comply with items of this Form 87-PS.
Item 1.
Notice of Meeting.
The cover page of the proxy statement shall give notice of the meeting of the
depositors or shareholders called by the board of directors or trustees to act
upon the conversion. The cover page shall include the date, time, and place of
the meeting, a brief description of each matter to be acted upon at the
meeting, the date of record for depositors or shareholders entitled to vote at
the meeting, the date of the statement, and the full address, zip code and
telephone number of the converting institution.
Item 2.
Revocability of
Proxy. State that the person giving the proxy has the power to revoke
it before the proxy is exercised at the meeting. If the right of revocation is
subject to compliance with any formal procedure, briefly describe such
procedure. Briefly describe any charter, bylaw or applicable Federal or State
law requirements otherwise restricting voting by proxy. State that the proxy is
solicited for the meeting called to consider the conversion, and any
adjournment thereof, and will not be used for any other meeting.
Item 3.
Persons Making the
Solicitation.
(a) State whether the
solicitation is made by the management of the converting institution. Give the
name of any director or trustee of the converting institution who has informed
the management in writing that he intends to oppose any action intended to be
taken by the management and indicate the action which he intends to
oppose.
(b) If the solicitation is
to be made otherwise than by the use of the mails, describe the methods to be
employed. If the solicitations is to be made by specially engaged employees or
paid solicitors, state the material features of any contract or arrangement for
such solicitation and identify the parties.
(c) If the solicitation is made otherwise
than by the management of the converting institution, so state and give the
names of the eligible account holder by whom or on whose behalf it is made, the
name of any person soliciting proxies on behalf of such eligible account
holder, the length of time he or she has been a depositor, and the reasons he
or she is making the solicitation. Any such solicitation normally need not
respond to Items 5 through 16, but must include such information as to make
such solicitation comply with section
86.4(h) of this
Part. All proxy solicitation materials used by or on behalf of an eligible
account holder shall solicit proxies only for an affirmative or negative vote
with respect to the plan of conversion approved by the board of trustees or
directors for presentation to eligible account holders and may not confer
discretionary authority. If the depositor's proxy solicitation is being
financed by a third party, such party's identity and any interest of such
person in the transaction must be disclosed.
Item 4.
Voting Rights and Vote
Required for Approval.
(a) Describe
briefly the voting rights of the depositors or shareholders. State the
approximate total number of votes entitled to be cast at the meeting.
(b) As part of the description give the date
of record for the depositors or shareholders entitled to vote at the
meeting.
(c) As to each matter
which will be submitted to a vote of the depositors or shareholders, state the
vote required for its approval.
Item
5.
Directors, Trustees and Executive Officers.
(a) Furnish the information regarding
directors, trustees and executive officers and certain relationships and
related transactions required to be disclosed under Item 5 of
12 CFR
563b.101.1 Unless
the context otherwise requires, the words registrant and
issuer in those regulations shall refer to the converting
institution and the word Commission shall refer to the
department.
(b) State whether
control of the converting institution has been exercised through the use of
proxies and the nature of such control.
Item 6.
Management
Remuneration.
(a) Furnish the
information regarding management remuneration required to be disclosed under
Item 6 of 12 CFR
563b.101.1 Unless
the context otherwise requires, the words registrant and
issuer in those regulations shall refer to the converting
institution and the word Commission shall refer to the
department.
(b) A statement shall
be included in this Item indicating that an independent executive compensation
expert (the name of such expert shall be given) has reviewed the total
compensation package for executive officers, directors or trustees for the
purpose of determining whether or not such compensation package, viewed as a
whole and on an individual basis, is reasonable and proper in comparison to
compensation provided to executive officers, directors or trustees of similar
publicly traded financial institutions.
Item 7.
Business of the Converting
Institution.
(a)
Narrative
Description of Business.(1) Discuss
briefly the organizational history of the converting institution, including the
year or the organization, the identity of the chartering authority, and any
material charter conversion.
(2)
Describe the business conducted and intended to be conducted by the converting
institution and its subsidiaries. This should include a description of the
general development of the business of the converting institution and any
predecessor(s) during the past five years, or such shorter period as the
applicant may have been engaged in business. Information shall be disclosed for
earlier periods if material to an understanding of the general development of
the business. Any material changes in the mode of conducting the business
should be discussed.
(3)
Consideration should be given to inclusion of a description of the converting
institution's historical practices, including the average remaining term of
maturity of its portfolio of mortgage loans, and present intention regarding
the making of loans, whether real estate or other, the nature of security
received, the terms of loans, whether carrying fixed or variable interest
rates, and the retention of loans or their resale in secondary mortgage
markets. Historical description might require a general identification of the
magnitude of various activities.
(4) Also explain any significant impact to
the thrift institution as a result of any material acquisitions.
(b)
Selected Financial
Data. Furnish in comparative columnar form a summary of selected
financial data for the converting institution for:
(1) each of the last five fiscal years of the
converting institution (or for the life of the converting institution and its
predecessors, if less); and
(2) any
additional fiscal years necessary to keep the summary from being misleading.
Instructions.
1. The purpose of the summary of selected
financial data shall be to supply in convenient and readable format selected
data which highlight significant trends in the converting institution's
financial condition and results of operations.
2. Subject to appropriate variation to
conform to the nature of the converting institution's business, the following
items, as a minimum, shall be included in the summary: total interest income;
total interest expense; income (loss) from continuing operations; net income;
total loans; total investments; total assets; total savings; total borrowings;
total regulatory capital; and total number of offices indicating the number
which provide full service. Converting institutions may include additional
items which they believe would enhance understanding and highlight trends in
their financial and results of operations. Briefly describe, or cross reference
to a discussion of, factors such as accounting changes, business combinations,
or dispositions of business operations that materially affect the comparability
of the information reflected in selected financial data. Discussion of, or
reference to, any material uncertainties should also be included where those
matters might cause the data reflected not be indicative of the converting
institution's future financial condition or results of operations.
3. Those converting institutions which elect
to provide five-year summary information in accordance with the standards
identified in Instruction 3 to Item 7(b) of
12 CFR
563b.101 (see footnote
#1)1, may combine such information with the selected
financial data appearing pursuant to this Item.
4. All references to the converting
institution in the summary and in these instructions shall mean the converting
institution and its consolidated subsidiaries.
5. If interim-period financial statements are
included, or are required to be included by Item 14, converting institutions
should update the selected financial data for the interim period to reflect any
material change in the trends indicated, where such updating information is
necessary, converting institutions shall provide the information on a
comparative basis unless not necessary to an understanding of the updating
information.
(c)
Management's Discussion and
Analysis of Financial Condition and Results of Operations.
(1) Discuss the converting institution's
financial condition, changes in financial condition, and results of operations.
The discussion shall provide information as specified in subparagraphs (i),
(ii) and (iii) of this paragraph with respect to liquidity, capital resources,
and results of operations and also should provide all other information which
the converting institution believes to be necessary to an understanding of its
financial condition, changes in financial condition, and results of operations.
Significant business combinations should be discussed. Discussion of liquidity
and capital resources may be combined whenever the two topics are interrelated.
Where in the converting institution's judgment a discussion of subdivisions of
the converting institution's business would be appropriate to an understanding
of the business, the discussion should focus on each relevant, reportable
segment or other subdivision of the business and on the converting institution
as a whole.
(i)
Liquidity.
Identify any known trends or any known demands, commitments, events, or
uncertainties which will result in or which are reasonably likely to result in
the converting institution's liquidity increasing or decreasing in any material
way. If a material deficiency is identified, indicate the course of action
which the converting institution has taken or proposes to take to remedy the
deficiency. Identify and separately describe internal and external sources of
liquidity, and briefly discuss any material unused sources of liquid assets.
Comment on maturity imbalances between assets and liabilities and planned
activities in the secondary mortgage market.
(ii)
Committed Resources.
(a) Describe the converting institution's
material commitments for loan fundings or other expenditures as of the end of
the last fiscal period and indicate the general purpose of the commitments and
the anticipated source of funds needed to fulfill the commitments.
(b) Describe any known material trends,
favorable or unfavorable, in the converting institution's committed resources.
Indicate any expected material changes in the mix and the relative cost of the
resources. This discussion should consider changes between savings, equity,
debt, and any off-balance-sheet financing arrangements.
(iii)
Results of Operations.
(a) Describe any unusual or infrequent events
or transactions or any significant economic changes that materially affected
the amount or reported income from continuing operations and, in each case,
indicate the extent to which income was affected. In addition, describe any
other significant components of revenues or expenses which, in the converting
institution's judgment should be described in order to understand the
converting institution's results of operations.
(b) Describe any known trends or
uncertainties which have had, or which the converting institution reasonably
expects will have, a materially favorable or unfavorable impact on net sales or
revenues or income from continuing operations. If the converting institution
knows of events which will cause a material change in the relationship between
costs and revenues (such as known future increases in costs of money or
interest rates) the change in the relationship should be disclosed.
(c) To the extent that the financial
statements disclose material increases in interest expense, provide a narrative
discussion of the extent to which the increases are attributable to increases
in rates or to increases in volume.
(d) For the three most recent fiscal years of
the converting institution, or for those fiscal years in which the converting
institution has been engaged in business, whichever period is shorter, discuss
the impact of inflation and changing prices on the converting institution's
revenues and on income from continuing operations.
(e) For the most recent financial statement
presented, discuss any unusual risk characteristics in the assets of the
converting institution. This would include real estate development, significant
amounts of commercial real estate as loan collateral, and any other significant
risk factors inherent in the converting institution's lending or investment
portfolios, including significant increases in amounts of nonaccrual, past due,
restructured, and potential problem loans.
Instructions.
1. The converting institution's discussion
and analysis shall be of the financial statements and of other statistical data
which the converting institution believes will enhance a reader's understanding
of its financial condition, changes in financial condition, and results of
operations. Generally, the discussion should cover the three-year period
covered by the financial statements and should utilize year-to-year comparisons
or other formats which in the converting institution's judgment enhance a
reader's understanding. However, where trend information is relevant, reference
to the five-year selected financial data appearing in Item 7(b) above may be
necessary.
2. The purpose of the
discussion and analysis should be to provide to investors and other users
information relevant to an assessment of the financial condition and results of
operations of the converting institution as determined by evaluating the
amounts and certainty of cash flows from operations and from outside sources.
The information provided in this Item 7(c) need only include that which is
available to the converting institution without undue effort or expense and
which does not clearly appear in the converting institution's financial
statements.
3. The discussion and
analysis should specifically focus on material events and uncertainties known
to management which would cause reported financial information not to be
necessarily indicative of future operating results or future financial
condition. This would include description and amounts of (a) matters which
would have an impact on future operations and have not had an impact in the
past, and (b) matters which would have an impact on reported operations and are
not expected to have an impact upon future operations.
4. Where the consolidated financial
statements reveal material changes from year to year in one or more line items,
the causes for the changes should be described to the extent necessary to an
understanding of the converting institution's business as a whole; provided,
however, if the causes for a change in one line item also relate to other line
items, no repetition is required and a line-by-line analysis of the financial
statements as a whole is not required or generally appropriate. Converting
institutions need not recite the amounts of changes from year to year which are
readily computable from the financial statements. The discussion should not
merely repeat numerical data contained in the consolidated financial
statements.
5. The term
liquidity as used in paragraph (c)(1)(i) of this Item 7 refers
to the ability of an enterprise to generate adequate amounts of cash to meet
the enterprise's needs for cash. Except where it is otherwise clear from the
discussion, the converting institution should indicate those balance sheet
conditions or income or cash flow items which the converting institution
believes may be indicators of its liquidity condition. Liquidity generally
should be discussed on both a long-term and short-term basis. The issue of
liquidity should be discussed in the context of the converting institution's
own business or businesses.
6.
Converting institutions are encouraged, but not required, to supply
forward-looking information. This is to be distinguished from presently known
data which will have an impact upon future operating results, such as known
future increases in rates or other costs. This latter data is required to be
disclosed.
7. Converting
institutions which elect to provide narrative explanations of supplementary
information disclosed in accordance with Instruction 7 to Item 7(c)(1) of
12 CFR
563b.101 (see footnote #1), may combine the
explanations with their discussion and analysis required pursuant to this
provision or they may supply the information separately.
8. Converting institutions which elect not to
provide explanations of supplementary information disclosed in accordance with
Instruction 8 to Item 7(c)(1) of
12 CFR
563b.101 (see footnote #1).
9. All references to the converting
institution in the discussion and in these instructions shall mean the
converting institution and its consolidated subsidiaries.
(2) If interim-period
financial statements are included or are required to be included by Item 14, a
management's discussion and analysis of the financial condition and results of
operations shall be provided to enable the reader to assess material changes in
financial condition and results of operations between the periods specified in
(i) and (ii) below. The discussion and analysis shall include a discussion of
material changes in those items specifically listed in paragraph (c)(1) of this
Item 7, except that the impact of inflation and changing prices on operations
for interim period needs not be addressed.
(i)
Material Changes in Financial Condition. Discuss any material
changes in financial condition from the end of the preceding fiscal year to the
date of the most recent interim balance sheet provided. If the interim
financial statements include an interim balance sheet as of the corresponding
interim date of the preceding fiscal year, any material change in financial
condition from that date to the date of the most recent interim balance sheet
provided shall also be discussed. If discussions of changes from both the end
and the corresponding interim date of the preceding fiscal year are required,
the discussions may be combined at the discretion of the converting
institution.
(ii)
Material
Changes in Results of Operations. Discuss any material changes in the
converting institution's results of operations with respect to the most recent
fiscal year-to-date period for which an income statement is provided and the
corresponding year-to-date period of the preceding fiscal year. If the
converting institution is required to or has elected to provide an income
statement for the most recent fiscal year quarter, the discussion also shall
cover material changes with respect to that fiscal quarter and the
corresponding fiscal quarter in the preceding fiscal year. In addition, if the
converting institution has elected to provide an income statement for the
12-month period ended as of the date of the most recent interim balance sheet
provided, the discussion shall also cover material changes with respect to that
12-month period and the 12-month period ended as of the corresponding interim
balance sheet date of the preceding fiscal year.
Instructions.
1. If interim financial statements are
presented together with financial statements for full fiscal years, the
discussion of the interim financial information shall be prepared pursuant to
paragraph (c)(2) and the discussion of the full fiscal year information shall
be prepared pursuant to paragraph (c)(1) of this Item 7. Such discussions may
be combined.
2. The discussion and
analysis required by this paragraph (c)(2) is required to focus only on
material changes. Where the interim financial statements reveal material
changes from period to period in one or more significant line items, the causes
for the changes should be described if they have not already been disclosed;
however, if the causes for a change in one line item also relate to other line
items, no repetition is required. Converting institutions need not recite the
amounts of changes from period to period which are readily computable from the
financial statements. This discussion should not merely repeat numerical data
contained in the financial statements. The information provided should include
that which is available to the converting institution without undue effort or
expense and which does not clearly appear in the converting institution's
interim financial statements.
3.
The converting institution's discussion of material changes in results of
operations should identify any significant elements of the converting
institution's income or loss from continuing operations which do not arise from
or are not necessarily representative of the converting institution's ongoing
business.
4. Converting
institutions are encouraged but are not required to discuss forward-looking
information.
(d)
Lending Activities.
(1) Briefly describe the applicable Federal
and State restrictions on the lending activities of the converting institution,
including applicable laws affecting mortgage loan interest rates. Also briefly
describe the converting institution's general policy concerning loan-to-value
ratios; customary methods of obtaining loan originations, such as the use of
loan consultants; approval of properties as security for loans; the use of a
loan committee, if any; and policies as to requiring title, fire, and casualty
insurance on security properties. Indicate the converting institution's general
future intentions with respect to activities in secondary mortgage markets,
including transactions with the Federal Home Loan Mortgage Corporation or
mortgage bankers. If significant, indicate loan service fee income as a
percentage of net interest income for the years required by Item
14(b).
(2) As to the lending area
of the converting institution, describe briefly (i) the lending area
restrictions, if any, applicable to the converting institution, (ii) the areas
in which the converting institution normally lends, and (iii) any material loan
concentration areas of the converting institution.
The descriptions may include maps illustrating one or more of
these areas. Furnish an estimate of the housing vacancy rates in areas where
the converting institution' s loan concentrations are located, if
practicable.
(3) Describe
briefly the general long-term nature of investment in mortgage loans and the
consequent effect upon the earnings spread of thrift institutions. State the
normal maturity of loans made by the converting institution on the security of
single-family dwellings and furnish an estimate as to the average length of
time the loans are outstanding.
(4)
For each of the periods required by Item 14(b), set forth in tabular form,
excluding fees which are not considered adjustments of yield, the following:
(i) Average yield during the period on:
(a) loan portfolio,
(b) investment portfolio,
(c) other interest-earning assets,
and
(d) all interest-earning assets.
Average yield should be computed on no greater than a monthly basis.
(ii) Average rate paid during the
period on:
(a) deposits,
(b) borrowings and Federal Home Loan Bank
advances,
(c) other interest-bearing
liabilities,
(d) all
interest-bearing liabilities ([a], [b], and [c]). Average rate paid should be
computed on no greater than a monthly basis.
(iii) Weighted-average yield at end of the
latest required period for the items in (i) and (ii) above.
(iv) The net yield on average
interest-earning assets (net interest earnings divided by average
interest-earning assets, with net interest earnings equaling the difference
between the dollar amount of interest earned and paid). Average
interest-earning assets should be determined on an interval no more frequent
than monthly.
(v) For each of the
periods required by Item 14(b), set forth in tabular form:
(a) the dollar amount of change in interest
income and
(b) the dollar amount of
change in interest expense. The changes should be segregated for each major
category of interest-earning asset and interest-bearing liability (as stated in
[i] and [ii] above) into amounts attributable to (1) changes in volume (change
in volume multiplied by old rate), (2) changes in rates (change in rate
multiplied by old volume), and (3) changes in rate-volume (change in rate
multiplied by the change in volume). The rate/volume variances should be
allocated on a consistent basis between rate and volume variance and the basis
of allocation disclosed in a note the table.
(5) For each of the periods required by Item
14(b), present the following:
(i) return on
assets (net income divided by average total assets);
(ii) return on equity (net income divided by
average equity);
(iii)
equity-to-assets ratio (average equity divided by average total assets).
Instructions. Converting institutions should
supply any additional ratios which they deem necessary to explain their
operations.
(6)
As of the end of the last fiscal year reported on, with respect to (i) real
estate mortgage loans, (ii) real estate construction loans, (iii) instalment
loans, and (iv) commercial, financial, and agricultural loans, present
separately the amounts of loans in each category which are due:
(i) in each of the three years following the
balance sheet,
(ii) after three
through five years,
(iii) after five
through ten years,
(iv) after ten
through fifteen years, and
(v) after
fifteen years.
In addition, present separately the total amount of all such
loans due after one year which have predetermined interest rates and floating
or adjustable interest rates.
Instructions:
1. Scheduled principal repayments should be
reported in the maturity category in which the payment is due.
2. Demand loans, loans having no stated
schedule of repayments and no stated maturity, and over-drafts should be
reported as due in one year or less.
3. Determinations of maturities should be
based upon contract terms. However, such terms may vary due to the converting
institution's "rollover policy," in which case the maturity should be revised
as appropriate and the rollover policy should be briefly
discussed.
(7)
Describe briefly the risk elements within the loan and investment portfolios
including the converting institution's customary procedures regarding
delinquent loans. As of the end of each of the periods covered by the
statements of operation required by Item 14(b)(1) and as of the date of the
latest statement of financial condition required by Item 14(a), set forth in
tabular form the amounts and categories of nonaccrual, past due, restructured,
and potential problem loans and the ratio of such loans to total assets. Where
the amount of real estate that has been in substance foreclosed, acquired by
foreclosure, or by deed in lieu thereof is significant, include a brief
description of the major properties and a statement as to the converting
institution's probable losses, if any, upon disposition of such properties.
(e)
Savings
Activities.(1) State whether the
maximum rate of interest which the converting institution may pay is
established by regulatory authorities. State that, in the event of liquidation
of the converting institution after conversion, savings account holders will be
entitled to full payment of their accounts prior to payment to holders of the
capital stock of the institution. Also indicate the percentage of total savings
accounts which are from out-of-state sources, if such total is
significant.
(2) Set forth in
tabular form the amounts of time deposit accounts by categories of interest
rates as of the dates of each balance sheet filed. Each interest-rate category
should not be more than 200 basis points. As of the date of the latest balance
sheet, set forth, in tabular form for each interest-rate category, the amounts
of savings maturing during each of the three years following the balance sheet
date and the total maturing thereafter.
(3) Disclose the weighted-average rate and
general terms (as well as formal provisions for the extension of the maturity)
of each category of short-term borrowings, along with the maximum amount of
borrowings in each category outstanding at any month-end during each period for
which an end-of-period balance sheet is required. In addition, disclose the
approximate average short-term borrowings outstanding during the period and the
approximate weighted-average interest rate (and a brief description of the
means used to compute such average) for such aggregate short-term borrowings.
The disclosure required by this paragraph (3) need not be furnished as regards
borrowings in each particular category when the aggregate amount of such
borrowings at the balance sheet date does not exceed one percent of assets at
that date. Notwithstanding this reporting threshold, if the weighted average of
such borrowings outstanding during the year exceeds one percent of assets at
year-end and significantly exceeds the amount of such borrowings at year-end,
the disclosure called for by this paragraph (3) should be furnished. This
information is not required to be given for any category of short-term
borrowings for which the average balance outstanding during the period was less
than 30 percent of stockholders' equity at the end of the period.
(f)
Federal
Regulation. Describe briefly, to the extent not otherwise covered by
other items, Federal regulation of the converting institution and the conduct
of its operations. In particular, describe briefly the Federal Home Loan Bank
System, the Federal Deposit Insurance Corporation, and/or the Federal Reserve
System, as applicable and state that the converting institution is a member or
is otherwise subject to the jurisdiction thereof. Such description shall
include (i) the insurance of accounts and the general regulatory authority of
the Federal Deposit Insurance Corporation, (ii) Federal regulatory capital
requirements and the converting institution's regulatory capital position in
relation to those requirements, (iii) limitations on borrowings, (iv) recent
loan policies of the converting institution's Federal Home Loan Bank or other
applicable regulator and current interest rates, and (v) Federal Home Loan Bank
or other applicable regulator's stock purchase requirements and the converting
institution's position with respect to those requirements. Also describe the
assessment authority and requirements of the Federal Deposit Insurance
Corporation. In addition, describe briefly applicable liquidity requirements
and state the converting institution's position with respect to those
requirements.
(g)
State
Law. Describe briefly provisions of State law which have a material
effect on the business of the converting institution.
(h)
Federal and State
Taxation. Describe briefly the Federal income tax laws applicable to
the converting institution including:
(1)
permissible bad debt reserves;
(2)
the converting institution's position with respect to the maximum bad debt
reserve limitations as of the date of the latest statement of financial
condition required under Item 14(a);
(3) future increases in the effective income
tax rate;
(4) the date through which
the converting institution's Federal income tax returns have been audited by
the Internal Revenue Service; and
(5) the tax effect to the converting
institution of the payment of cash dividends on capital stock of the applicant
after conversion. Also describe briefly the State taxation of the converting
institution.
(i)
Competition. Describe the material sources of competition for
thrift institutions generally and indicate to the extent practicable the
converting institution's position in its principal lending and savings markets.
Instruction. In answering Item 7(j) give to
the extent known the converting institution's savings and mortgage product
market shares by county in its geographic market. Also indicate its rank and
any material changes or trends in its competitive standing.
(j)
Offices and Other Material
Properties.(1) Furnish the location
of the converting institution's principal office and each existing and approved
branch office and other office facilities. State the total net book value of
all such offices as of the date of the latest statement of financial condition
required by Item 14(a). If any such office is leased, state the expiration
dates of such leases.
(2) Describe
briefly undeveloped land owned by the converting institution, including
location, net book value, and prospective use and holding period. If the
converting institution or a subsidiary own or leases electronic data processing
equipment principally for its own use, describe briefly such equipment
indicating net book value if owned or the principal lease terms if
leased.
(k)
Employees. State the number of persons employed full-time by
the converting institution including executive officers listed under Item 5.
State whether employees are represented by a collective bargaining group and
whether the converting institution's relations with its employees is
satisfactory. Summarize briefly any loans, profit sharing, retirement, medical,
hospitalization or other remuneration plans provided for employees not already
included pursuant to Item 6.
(l)
Service Corporations, Operations Subsidiaries and Leeway
Subsidiaries. Describe briefly the converting institution's investment
in any subsidiary and the major lines of business (including any joint
ventures) of the subsidiary which are material to its operations.
(m)
Legal Proceedings.
Furnish the information regarding legal proceedings required to be disclosed by
Item 7(n) of 12 CFR
563b.101 (see footnote
#1).1 Unless the context otherwise requires, the
word registrant in that regulation shall refer to the
converting institution.
(n)
Additional Information. The Superintendent may upon the
request of converting institution, and where consistent with the protection of
account holders and others, permit the omission of any of the information
required by this Item or the furnishing in substitution therefor of appropriate
information of comparable character. The Superintendent may also require the
furnishing of other information in addition to, or in substitution for, the
information required by this Item in any case where such information is
necessary or appropriate for an adequate description of the converting
institution's business done or intended to be done.
Item 8.
Description of the Plan of
Conversion.
(a) A statement to the
following effect shall be inserted in the proxy statement immediately preceding
the information required by this Item: The Banking Department has given
approval to the Plan of Conversion, subject to its approval by depositors or
shareholders, as applicable, and the satisfaction of certain other conditions.
However, such Department approval does not constitute a recommendation or
endorsement of the Plan of Conversion by the Department.
(b) The proxy statement shall contain a
description of the plan of conversion. Such description shall contain the
information required by paragraphs (c) through (j) of this Item and such
additional information as may be necessary to accurately describe the material
provisions of the plan.
(c)
Describe the effects of conversion from a mutual institution to a stock
institution including the following information:
(1) state that share and deposit accounts of
the converting institution will not be affected by the conversion with respect
to such matters as balances in the accounts and the extent of insurance of such
accounts by the federal deposit insuror;
(2) state whether shareholders or borrowers
of the converting institution will continue to have voting rights in the
converting institution after conversion, and describe any voting rights they
will have;
(3) state the present
liquidation rights of account holders and describe the liquidation account to
be established and maintained by the converting institution, including the
conditions under which such account will be paid, the interest of Eligible
Account Holders in such account and the formula by which such account will be
adjusted;
(4) state that the rights
and obligations of borrowers from the applicant will not be changed in any
manner;
(5) state that capital stock
to be sold by the converting institution will not be insured;
(6) state that none of the assets of the
converting institution will be distributed in order to effect the conversion
other than to pay expenses incident thereto;
(7) state the reasons why management is
recommending the conversion, including any advantages to the community served
by the converting institution; and
(8) state any reasons why management believes
that such conversion would be detrimental to the interests of the depositors or
shareholders.
(d)
Describe any contacts which have occurred during the period beginning one year
prior to publication of approval of the plan of conversion by the board of
trustees or directors with the converting institution, or any of its trustees,
directors, or executive officers, concerning: a merger conversion, the
acquisition of securities of any class of the converting institution, or a sale
or other transfer of a material amount of assets of the converting institution
or any of its subsidiaries; provided, however, that no disclosure shall be
required under this paragraph unless the proposed transaction is:
(1) communicated in writing;
(2) definitive by its terms; and
(3) not subject to significant conditions
which, if considered at the time of such proposed transaction, would make
consummation of the transaction unlikely. In determining the significance of
any condition the converting institution shall consult with the superintendent
as to all such proposed transactions occurring within the applicable time
period which were communicated in writing and definitive by their terms.
Describe the factors considered by the board of trustees or directors in
rejecting any such proposed transaction.
(e) With respect to the subscription rights
of depositors or shareholders, furnish the following information:
(1) the formula to be used for determining
the subscription rights of depositors or shareholders to purchase
shares;
(2) any optional provisions
included in the plan of conversion for the purchase of shares of capital stock,
including the purchase priorities, limitations on total purchases, the total
number of shares which may be purchased, and the formula for the
allocation;
(3) the allocation
formulas to be used in the event that there is an oversubscription of shares at
any time during the sale of stock under the plan of conversion; and
(4) the use and timing of the order forms
with respect to the exercise of subscription rights.
(f)
(1) Set
forth on a per-share basis the estimated public offering price range of the
shares of capital stock to be sold pursuant to the plan of conversion, except
that an estimated price range is not required to be stated if the offering of
stock is not to commence until after the meeting of depositors or shareholders
to vote on the plan of conversion;
(2) state that the offering price will be the
pro forma market value of such shares as determined by the
institution's management and the underwriters, as the case may be; and
(3) state that all of the shares
are required to be sold.
(g) Unless the offering of stock is not to
commence until after the meeting of depositors or shareholders to vote on the
plan of conversion, discuss (1) the earnings per share on a
pro
forma basis of the capital stock to be sold as of the end of the most
recent period covered by the statements of operation required by Item 14(b)(1);
and (2) the book value per share on a
pro forma basis as of
the date of the latest statement of financial condition required by Item 14(a).
Instructions:
1. Earnings and book value per share shall be
furnished, without giving effect to the estimated net proceeds from the sale of
the capital stock, and then after giving effect to such proceeds with all
assumptions used clearly stated.
2.
In computing pro forma earnings, the applicant shall use the
arithmetic average of the (i) average yield on all interest-earning assets
(Item 7[d][4][i][D]) and (ii) average rate paid of deposits (Item
7[d][4][ii][A]).
3. If significant
changes in interest rates occur during the periods presented, the
Superintendent will consider permitting alternative computations proposed by a
converting institution that are properly supported.
4. An appropriate statement should be
included which explains that the pro forma data should not be
relied upon as indicative of the actual financial position or results of
continuing operations that will be experienced by the converting institution
after its conversion.
(h) State the proposed commencement and
expiration dates of the subscription period and describe any provisions in the
plan of conversion related to the timing or extension of the subscription
period. Also, state (1) that a maximum subscription price will be set forth in
the offering circular used for offering of subscription rights; (2) that the
actual subscription price will be the public offering price; (3) that the
actual subscription price will not exceed the maximum subscription price shown
on the order form; and (4) that any difference between the maximum and actual
subscription prices will be refunded unless the subscribers affirmatively elect
to have the difference applied to the purchase of additional shares of capital
stock.
(i) Furnish the following
information:
(1) describe to the extent
practicable the converting institution's present intentions with respect to
listing the capital stock on an exchange or otherwise providing a market for
the purchase and sale of the capital stock in the future;
(2) describe the tax effect of the conversion
both to the converting institution and to the depositors or shareholders
receiving nontransferable subscription rights to purchase capital stock in the
conversion;
(3) state that the plan
of conversion is attached as an exhibit to the proxy statement (or will be made
available on request in the case where a short-form proxy statement is used)
and should be consulted for further information.
(j)
(1)
State whether the plan of conversion provides for unsubscribed capital stock to
be offered to the public through underwriters or directly by the converting
institution. If such is the case, provide the information to the extent known
required by Item 6 of Form 86-OC and indicate the estimated timing of the
proposed offering.
(2) State
whether the plan of conversion provides for the purchase by any person or group
of any insignificant residue of shares remaining at the conclusion of the
offering.
(k) Furnish
the following information in tabular form regarding proposed purchases of
capital stock involving directors, officers and trustees of the converting
institution:
(1) State the total number of
shares proposed to be purchased by all directors, officers and trustees as a
group without naming them.
(2) As
to each officer, director or trustee named in Item 6(a)(1)(i), name him, state
his position, and the number of shares proposed to be purchased by
him.
(3) As to any officer,
director, trustee or associate thereof who proposes to purchase one percent or
more of the total number of shares of capital stock of the converting
institution to be outstanding, name him, state his position, and the number of
shares proposed to be purchased by him.
(4) With respect to the information required
by (1), (2), and (3) above, indicate separately the number of shares proposed
to be purchased in each offering category.
Instructions: With respect to the
information requested as to associates of officers, directors and trustees,
such information is required only to the extent known. In a case where such
information is not obtainable, only the number of shares which the associate is
given subscription rights to purchase need to be disclosed.
(l) With respect to the appraisal
required by section
86.4(e) of this
Part:
(1) Briefly describe the qualifications
of the appraisers and the method of selecting the appraiser.
(2) Describe any material relationship
between the appraiser and the converting institution or any
underwriter.
(3) Furnish a summary
concerning such appraisal which shall include, but not be limited to, the
procedures followed, the findings and recommendations, the bases and
assumptions for and methods of arriving at such findings and recommendations,
instructions received from the converting institution or any underwriter, and
any limitation imposed by the converting institution or underwriters on the
scope of the investigation.
(4)
Furnish a statement to the effect that such appraisal shall be made available
for inspection and copying at the principal executive offices of the converting
institution during its regular business hours by any interested eligible
account holder of the converting institution or his or her representative who
has been so designated in writing. This statement may also provide that a copy
of such appraisal will be transmitted by the converting institution to any
interested eligible account holder of the converting institution or his or her
representative who has been so designated in writing upon written request and
at the expense of the requesting eligible account holder.
Item 9.
Description of
Capital Stock.
(a) Furnish the
information regarding capital stock of the converting institution required to
be disclosed under Item 9(a) of
12 CFR
563b.101 (see footnote # 1). Unless the
context otherwise requires, the term registrant in that
regulation shall refer to the converting institution.
(b) An undertaking should be included in the
proxy statement that the converting institution where practical will use its
best efforts to encourage and assist a professional market maker in
establishing and maintaining a market for the capital stock of the converting
institution.
(c) Outline briefly
the trading market that is expected to exist for the capital stock following
the conversion including the estimated number of market makers and
stockholders, and the anticipated success of the converting institution in
listing the stock.
Instructions: Any discussion of the listing
of the converting institution's stock should include the basic requirements
that must be satisfied in order to accomplish such listing.
(d) If the rights evidenced by the capital
stock will be materially limited or qualified by the rights of savings account
holders or borrowers, include the information regarding the limitations or
qualifications necessary to enable investors to understand the rights evidenced
by the capital stock.
Item
10.
Capitalization.
Set forth in substantially the tabular form indicated below
the dollar amounts of the capitalization of the converting institution:
(A) | (B) | (C) |
Capitalization as of Latest Statement of
Condition Date | Adjustments as a Result of
Conversion | Pro forma Capitalization After
Giving Effect to the Conversion |
1. Share and Deposit
Accounts | $ | $ | $ |
2. FHL Bank Advances |
3. Subordinated Debt Securities |
4. Other Borrowings |
5. Capital Stock |
6. Paid in Capital |
7. Undivided Profits |
8. Other Net Worth |
9. Federal Insurance Reserve, if applicable |
10. Other Reserves |
11. Total | $ | $ | $ |
Instructions: 1. With
respect to capital stock, indicate in the table or in a footnote the total
number of shares to be authorized, the par or stated value of such shares, and
the number of shares to be sold as part of the conversion. |
(2) With
respect to the funds to be received by the converting institution from the sale
to its capital stock, indicate in the table the estimated total amount of funds
to be obtained and in a footnote state the price per share used in making such
estimate. Such total amount and price per share shall be clearly identified as
being estimates.
Item
11.
Use of New Capital.
State the principal purposes for which the net proceeds to
the converting institution from the capital stock to be sold are intended to be
invested or otherwise used, and the approximate amount intended for each such
purpose.
Instructions: Details of proposed
investments are not to be given. There need be furnished, for example, only a
brief statement of any investment or other activity of the converting
institution which will be affected materially by the availability of the
proceeds. Examples of such activities may include expanded secondary market
activities, larger scale lending projects, loan portfolio diversification,
increased liquidity investments, repayment of debt, additional branch offices
and other facilities, service corporation investments, and acquisitions.
Item 12.
New Charter,
Bylaws or Other Documents.
Describe briefly any material differences between the
provisions of existing charter, bylaws and any similar documents of the
converting institution and those which will take effect after conversion,
including, if applicable, optional charter provisions provided for in Section
86.10 of Part 86.
Instruction: This Item requires only a brief
summary of the provisions which are pertinent from both an investment and a
voting point of view. A complete legal description of the provisions referred
to is not required and should not be given. Do not set forth the provisions
verbatim; only a succinct summary is required.
Item 13.
Other Matters.
State that the converting institution will register its
capital stock under section 12(g) of the Securities Exchange Act of 1934, as
amended, and that it will not deregister such stock for a period of three
years. State that upon such registration the proxy rules, insider trading
reporting and restrictions, annual and periodic reporting and other
requirements of that Act will be applicable.
Item 14.
Financial
Statements.
Notes:
1. The following instructions specify the
consolidated balance sheets, the consolidated statements of income, the
consolidated statements of cash flows, and stockholders' equity required to be
included in the proxy statement.
2.
If the converting institution has previously used an audit period in connection
with its certified financial statements which does not coincide with its fiscal
year, such audit period may be used in place of any fiscal year requirement
provided it covers a full 12 months' operations and is used consistently.
(a)
Consolidated Balance
Sheets.(1) There shall be furnished
for the applicant and its subsidiaries consolidated, audited balance sheets as
of the end of each of the two most recent fiscal years.
(2) If the latest balance sheets furnished
under (1) of this paragraph are in excess of 135 days prior to the date of the
superintendent's approval of the conversion, there shall be furnished an
interim balance sheet as of date within 135 days of such approval. This interim
balance sheet need not be audited.
(b)
Consolidated statements of income
and cash flow.(1) There shall be
furnished for the converting institution and its subsidiaries and predecessors
consolidated, audited statements of income and cash flows for each of the three
fiscal years preceding the date of the most recent balance sheet
furnished.
(2) In addition, for any
interim period between the latest audited balance sheet and the date of the
most recent interim balance sheet being filed, and for the corresponding period
of the preceding fiscal year, statements of income and cash flows shall be
furnished. The interim statements may be unaudited.
(c)
Changes in stockholders'
equity. An analysis of the changes in each caption of stockholders'
equity presented in the balance sheets shall be given in a note or separate
statement. This analysis shall be presented in the form of a reconciliation of
the beginning balance to the ending balance for each period for which an income
statement is required to be furnished with all significant reconciling items
described by appropriate captions.
(d)
Financial statements of business
acquired or to be acquired. There shall be furnished the information
required under Item 14(d) of 12 CFR* 563b.101
regarding business acquired or to be acquired.
(e)
Separate financial statements of
subsidiaries not consolidated and 50 percent or less owned persons.
There shall be furnished the information required under Item 14(e) of
12 CFR
563b.101 (see footnote
#1)1 regarding separate financial statements of
subsidiaries not consolidated and 50 percent or less owned persons.
(f)
Filing of other statements in
other cases. The superintendent may, upon the request of the
converting institution, and where consistent with the protection of eligible
account holders and others, permit the omission of one or more of the
statements herein required or the filing in substitution therefor of
appropriate statements of comparable character. The superintendent may also
require the inclusion of other statements in addition to, or in substitution
for, the statements herein required in any case where such statements are
necessary or appropriate for an adequate presentation of the financial
condition of any person whose financial statements are required, or whose
statements are otherwise necessary for the protection of eligible account
holders and others.
Item
15.
Consents of Experts and Reports.
(a) The proxy statement shall briefly
describe all consents of experts filed pursuant to Part 86.
(b) The statement shall contain a report of
the independent public accountants who have certified the financial statements
and other matters in the statement.
Item 16.
Attachments.
There shall be attached to the proxy statement distributed to
depositors or shareholders and others a copy of the converting institution's
plan of conversion as approved by the Superintendent unless the following
procedure is observed. The converting institution may in the alternative set
forth in the proxy statement that the plan of conversion will not be provided
unless the recipient so requests by returning within a specified period a
postage-paid or other written communication.
Footnotes
1 12 CFR Part 563b was published in the November 30, 1994
copy of the Federal Register, Vol. 59. Publisher: Office of
the Federal Register, National Archives and Records Administration, Washington,
DC 20408. A copy of this document is on file at the NYS Department of State,
Office of Information Services, 41 State Street, Albany, NY 12231 and in the
library of New York State Banking Department, at 2 Rector Street, New York, NY
10006.
1 12 CFR Part 563b was published in the November 30, 1994
copy of the Federal Register, Vol. 59. Publisher: Office of
the Federal Register, National Archives and Records Administration, Washington,
DC 20408. A copy of this document is on file at the NYS Department of State,
Office of Information Services, 41 State Street, Albany, NY 12231 and in the
library of New York State Banking Department, at 2 Rector Street, New York, NY
10006.
1 12 CFR Part 563b was published in the November 30, 1994
copy of the Federal Register, Vol 59. Publisher: Office of the
Federal Register, National Archives and Records Administration, Washington, DC
20408. A copy of this document is on file at the NYS Department of State,
Office of Information Services, 41 State Street, Albany, NY 12231 and in the
library of the New York State Banking Department, at 2 Rector Street, New York,
NY 10006.
* For information regarding the United States
Code (USC or U.S.C.), the Code of Federal Regulations
(CFR) and the Federal Register, see Supervisory Policy G
1.