You must include all of the following information and documents in a voluntary supervisory conversion application to the appropriate OCC licensing office if you are a Federal savings association and to the appropriate FDIC region if you are a state savings association under this subpart:
(a) Eligibility. (1) Evidence establishing that you meet the eligibility requirements under Sec. 192.625 or Sec. 192.630.
(1) Evidence establishing that you meet the eligibility requirements under Sec. 192.625 or Sec. 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 law authorizes the voluntary supervisory conversion, if you are a state-chartered savings association converting to state stock form.
(b) Plan of conversion. A plan of voluntary supervisory conversion that complies with Sec. 192.650.
(c) Business plan. A business plan that complies with Sec. 192.105, when required by the appropriate Federal banking agency.
(d) Financial data. (1) Your most recent audited financial statements and Consolidated Reports of Condition and Income or Thrift Financial Report, as appropriate. You must explain how your current capital levels make you eligible to engage in a voluntary supervisory conversion under Sec. 192.625 or Sec. 192.630.
(1) Your most recent audited financial statements and Consolidated Reports of Condition and Income or Thrift Financial Report, as appropriate. You must explain how your current capital levels make you eligible to engage in a voluntary supervisory conversion under Sec. 192.625 or Sec. 192.630.
(2) A description of your 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 must meet all other appropriate Federal banking agency policy guidelines.
(4) Pro forma financial statements that reflect the effects of the transaction. You must identify your tangible, core, and risk-based capital levels and show the adjustments necessary to compute the capital levels. You must prepare your pro forma statements in conformance with the appropriate Federal banking agency regulations and policy.
(e) Proposed documents. (1) Your proposed charter and bylaws.
(1) Your proposed charter and bylaws.
(2) Your proposed stock certificate form.
(f) Agreements. (1) A copy of any agreements between you and proposed purchasers.
(1) A copy of any agreements between you and proposed purchasers.
(2) A copy and description of all existing and proposed employment contracts. You 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 applications. (1) All filings required under the securities offering rules of parts 192 and 197 of this chapter.
(1) All filings required under the securities offering rules of parts 192 and 197 of this chapter.
(2) Any required Control Act notice, rebuttal submission under part 174 of this chapter, or copies of any Holding Company Act Applications, including prior-conduct certifications under Regulatory Bulletin 20.
(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 banking laws for all transactions related to your 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) Waiver request. A description of any of the features of your application that do not conform to the requirements of this subpart, including any request for waiver of these requirements.
Appropriate Federal Banking Agency Review of the Voluntary Supervisory
Conversion Application