SAVINGS & LOAN MUTUAL-TO-STOCK

APPLICATION CHECKLIST


Initialed By

Date
Description
   
If, prior to the Board's adoption of the Plan of Conversion, the confidence is breached, the OTS may require remedial measures [12 CFR 563b. 4(a)(1)]
   
Board of Directors adopts the Plan of Conversion (by not less than a two-thirds vote). [12 CFR 563b.4(a)(3) and LSA-R.S. 6:938(A)(1)]
   
Notice of adoption of Plan of Conversion published in newspapers serving the applicant's service area (w/ publisher's affidavit) and/or a mailed letter to each member with such notification (w/ copy of such form letter). [12 CFR 563b.4(a)(3)(i)]
   
Copy of press release, if one is issued by the applicant (optional). [12 CFR 563b.4(a)(3)(ii)]
   
Application for Conversion filed with OFI. [LSA-R.S 938(C) and LR 6:714, Section III (December 1980)]
   
Establish a time line with approval dates written in.
   
Application fees received: Mutual-to-stock conversion ($1,500) De novo holding company, if applicable ($250) "Phantom" bank formed to effect conversion, if applicable ($2,000)
   
OFI's legal department deems Application for Conversion to be properly executed and materially complete. Letter sent to the applicant indicating that application has been accepted for filing.
   
Immediately upon filing an application for conversion with OFI and OTS, applicant immediately publishes a notice of the filing and prominently posts the notice of the filing of the application in each of its offices. [12 CFR 563b.4(b)(1)(i)]
   
Promptly after publication of the notice that the application has been filed with OFI and OTS, applicant furnishes the Commissioner and the OTS with a copy of the published notice and a publisher's affidavit evidencing such. [12 CFR 563b.4(b)(3)]
   
Contact OTS to discuss application.

Initialed By

Date
Description
   
Written comments, including objections to the Plan of Conversion and materials supporting the objections, are considered by the OTS if such comments are postmarked within twenty (20) calendar days after the publication of the notice that the application has been filed. The OTS may, in its discretion, and upon written request, extend the twenty (20) day comment period for an additional twenty (20) calendar days. [12 CFR 563b.4(b)(1)(ii)]
   
Applicant files proxy materials w/ the OTS and the Commissioner. [12 CFR 563b.5(b)]
   
The SEC declares the Registration Statement effective (if applicable).
   
Final discussion with OTS.
   
OFI approves the application. The approval letter shall include a reminder that the applicant's directors must purchase a minimum amount of qualifying shares in accordance with LSA-R.S. 6:708(D).
   
Applicant receives non-objection notice from the OTS.
   
OFI approves amendments to applicant's Articles of Incorporation, if applicable. [LSA-R.S. 6:938(C)]
   
The OTS and the Commissioner authorize applicant's proxy materials to be distributed. [12 CFR 563b.5(b) and LSA-R.S. 938(A)(2)]
   
Applicant mails authorized proxy materials within ten (10) calendar days of authorization, unless extended by OTS in writing, and at least thirty (30) days prior to the date of the meeting of members to vote on the Plan of Conversion. [12 CFR 563b.5(b) and LSA-R.S. 6:938(A)(3)]
   
The OTS and the Commissioner declare effective the offering circular. [12 CFR 563b.7(a)(1) and LR 6:714, Section VIII (December 1980)]
   
Promptly after the OTS and the Commissioner declare effective the offering circular, the applicant distributes order forms for the purchase of capital stock. [12 CFR 563b.7(g)(1)]
   
Period for exercising subscription rights is not less than twenty (20) days and not more than forty-five (45) days following the date of mailing of the subscription order form. [12 CFR 563b.7(4)(ii)]

Initialed By

Date
Description
   
If Applicant elects to sell stock either in a public offering or a direct community offering, the Applicant shall demonstrate to the OTS and the Commissioner: the feasibility of the method of sale; an equitable plan of distribution; and the feasibility of any conditions as may be provided in the Plan of Conversion. Those conditions are subject to the prior written approval of the Commissioner. [12 CFR 563b.3(c)(6)]
   
The record date for determining those members eligible to vote at the meeting called to consider the Plan of Conversion shall not be more than 60 days nor less than 10 days prior to the date of such meeting. [12 CFR 563b.6(b) and LSA-R.S. 6:939(A)(3)]
   
Meeting of members is held to consider the Plan of Conversion, and such Plan is approved by at least a majority of the total votes entitled to be cast by eligible members, except that a Plan of Merger shall receive the affirmative vote of at least two-thirds of the total votes entitled to be cast by eligible members. [12 CFR 563b.6(e) and LSA-R.S. 6:938(A)(1)]
   
The sale of all shares of capital stock, including any sale in a public offering or direct community offering, is completed as promptly as possible and within forty-five (45) calendar days after the last day of the subscription period, unless extended by the OTS for good cause shown. [12 CFR 563b.7(i)]
   
The OTS grants one or more extensions to the time required to complete the sale of all shares of capital stock, provided no single extension of time exceeds ninety (90) days. [12 CFR 563.7(k)(1)]
   
Immediately upon the granting of an extension of time, the applicant distributes to each subscriber in the offering and, if applicable, each person who has ordered capital stock in the direct community offering, a post-effective amendment to the offering circular filed under an amendment to the application for conversion and declared effective by the OTS, notifying each subscriber and each ordering person of the extension of time, and of the rights of each subscriber and each ordering person to increase, decrease, or rescind their subscription. [12 CFR 563b.7(k)(2)]
   
The Conversion closes, and does not exceed 24 months from the date the members approve the Plan of Conversion. (This time period may not be extended by the converting savings association or the OTS.) [12 CFR 563b.

Initialed By

Date
Description
   
If Applicant elects to adopt and implement a non-tax qualified employee benefit plan (such as a stock option plan, a management benefit plan, or an employee stock benefit plan) within one year from the date of conversion, such plan shall be approved by the holders of a majority of the total votes eligible to be cast at an annual meeting or special shareholders meeting of the savings bank or holding company, to be held no earlier than six (6) months after completion of conversion. [12 CFR 563b.3(g)(4)(viii)]
   
The institution files with the OTS a copy of any shareholder-approved stock option and/or management benefit plans within five (5) calendar days of such approval, and written certification that the plans approved by the shareholders are the same plans filed with and disclosed in the proxy materials. [12 CFR 563b.3(g)(4)(xiv)]