Current through Register Vol. 46, No. 12, March 20, 2024
A converting institution (as applicable) shall be required to
file with the superintendent and distribute to its eligible account holders and
to the public an offering circular which complies with Form 86-OC, which reads
in its entirety as follows:
FORM 86-OC
[Facing Sheet]
NEW YORK STATE DEPARTMENT OF FINANCIAL
SERVICES
One State Street
New York, New York 10004
Offering Circular
_________________________________________________________________________________________
(Exact name of converting institution as specified in
charter)
_________________________________________________________________________________________
(Street address of converting institution)
_________________________________________________________________________________________
(City, State and ZIP Code)
Offering Circular Form
Item 1.
Information Required by and
Use of Form 86-OC.
The offering circular shall be dated as of the date of its
issuance. The offering circular shall contain substantially the same
information required to be included in the proxy statement of the converting
institution distributed to depositors or shareholders to vote upon the plan of
conversion. Information of the type required to be included in the proxy
statement may be omitted from the offering circular only to the extent that it
is clearly inapplicable. The offering circular may be in "wrap around" form
with the proxy statement attached.
Instructions:
1. The term offering
circular refers to both the offering circular for the subscription
offering and the offering circular for the public offering through a
underwriter, unless otherwise indicated.
2. The offering circular shall include such
information which the Superintendent by interpretive release or otherwise, has
deemed necessary to comply with this Form 86-OC.
3. An offering circular for the subscription
offering in "wrap around" form distributed to depositors or shareholders and
other persons who have previously been furnished a copy of the proxy statement
need not contain the proxy statement as an attachment provided such offering
circular states that a copy of the proxy statement has previously been
furnished to such persons and that an additional copy thereof will be furnished
promptly upon request to the converting institution (with the telephone number
and mailing address of the converting institution stated).
Item 2.
Additional Current
Information Required.
Each offering circular shall, as of its respective date of
issuance, include to the extent available, the following additional current
information to the extent that such information is not already included in the
proxy statement:
(a) Information with
respect to the vote of depositors or shareholders upon the plan of conversion
and any other proposals considered at the meeting of depositors or
shareholders.
(b) Information with
respect to any recent material developments in the business affairs of the
converting institution.
(c)
Information with respect to the trading market that is expected to exist for
the capital stock following the conversion.
(d) Information, on the outside front cover
page, summarizing the results of any separate subscription offering including
the number of shares sold to Eligible Account Holders, the price at which the
shares were sold, and the number of unsubscribed shares to be sold in the
public offering.
(e) The
information required by Items 8(e)(1) and (f) of Form 86-PS.
(f) Any other information necessary to make
such offering circular current, including full financial statements of the
converting institution within six months prior to the date of issuance of such
offering circular.
Item
3.
Statement Required in Offering Circulars.
There shall be set forth on the outside cover page of every
offering circular the following statement in capital letters printed in
boldface Roman type at least as large as 10-point modern type and at least two
points leaded:
THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION NOR
HAVE SUCH DEPARTMENT OR CORPORATIONS PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
Item 4.
Preliminary Offering Circular.
The outside front cover page of any preliminary offering
circular shall bear, in red ink, the caption "Preliminary Offering Circular,"
the date of its issuance, and the following statement printed in type as large
as that used generally in the body of such offering circular:
"This offering circular has been filed with the New York
State Department of Financial Services, but has not been authorized for use in
the final form. Information contained herein is subject to completion or
amendment. The shares covered hereby may not be sold nor may offers to buy be
accepted prior to the time the offering circular is approved for use by the New
York State Department of Financial Services. This offering circular shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there by any sale of these shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state."
Item 5.
Information with Respect to
Exercise of Subscription Rights.
Any offering circular which is required to be delivered to
subscribers shall describe all material terms of the offering relating to the
exercise of subscription rights to the extent that such description is not
already in the proxy statement. Such terms include the expiration date, any
subscription agent, method of exercising subscription rights, payment for
shares, delivery of stock certificates for shares purchased, maximum
subscription price, possible reduction of subscription price, relationship of
subscription price to public offering price, requirements that all unsubscribed
shares be sold, and any other material conditions relating to the exercise of
subscription rights.
Item 6.
Information with Respect to Public Offering.
Each offering circular shall describe the material terms of
the plan or plans of distribution for all unsubscribed shares of capital stock
to the extent such description is not already in the proxy statement, including
the following:
(a) The outside front
cover page of the offering circular shall give the information called for by
this paragraph. Such information shall be given in substantially the tabular
form set forth below. If the information is not known at the time of the
subscription offering, so state and estimate.
| Underwriting |
Proceeds to |
| Discounts and |
Converting |
| Price to Public |
Commissions |
Institution |
| Per Share |
$ |
$ |
$ |
| Total |
$ |
$ |
$ |
(b)
An offering circular for a public offering, where the plan of conversion does
not contain the optional provision permitted by section
86.5(b)(4)
of this Part, may omit the description relating to the exercise of subscription
rights required by Item 5.
(c) If
any shares are to be offered through underwriters, the offering circular for
the public offering shall state the names of the principal underwriters and the
respective amounts underwritten by each. The names of the principal
underwriters other than the managing underwriters and the respective amounts to
be underwritten may be omitted from the offering circular for the subscription
offering, unless the plan of conversion contains the optional provision
permitted by section
86.5(b)(4)
of this Part. Each offering circular shall identify each principal underwriter
having a material relationship to the converting institution and state the
nature of the relationship. Each offering circular shall state briefly the
nature of the underwriter's obligation to take the unsubscribed
shares.
(d) The offering circular
for the public offering shall state briefly the discounts and commissions to be
allowed or paid to dealers in connection with the sale of the unsubscribed
shares. Such information may be omitted from the offering circular for any
subscription offering, unless the plan of conversion contains the optional
provision permitted by section
86.5(b)(4)
of Part 86.
(e) If any shares are
to be offered through underwriters, the offering circular for the public
offering shall identify any principal underwriter that intends to confirm sales
to any accounts over which it exercises discretionary authority and include an
estimate of the number of shares so intended to be confirmed. Such information
may be omitted from the offering circular for any subscription offering.
Instructions:
1. Commissions include all cash, securities,
contracts, or anything else of value, paid, to be set aside, disposed of, or
understandings made with or for the benefit of any persons in which any
underwriter or dealer is interested, in connection with the sale of the
shares.
2. Only commissions paid by
the converting institution in cash are to be included in the table. Any other
consideration to the underwriters shall be set forth following the table with a
reference thereto in the second column of the table. Any finder's fees or
similar payments shall be appropriately disclosed.
3. All that is required as to the nature of
the underwriters' obligation is whether the underwriters are or will be
committed to take and to pay for all of the shares if any are taken, or whether
it is merely an agency or "best efforts" arrangement under which the
underwriters are required to take and pay for only such shares as they may sell
to the public. Conditions precedent to the underwriters' taking the shares,
including customary "market outs," need not be described. If a "best efforts"
arrangement is used, describe any standby commitments for shares not
sold.
