SAVINGS BANK 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 Commissioner may require remedial measures. [Section 321]
    Board of Directors adopts the Plan of Conversion (by not less than a two-thirds vote). [Section 323 introduction and Section 323(C)]]
    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). [Sections 323(A)(1) and (C)]
    Copy of press release, if one is issued by the applicant. [Sections 323(B) and (C)]
    Application for Conversion filed with OFI. [Section 325(A)]
    Establish a time line with approval dates written in.
    Application fee received ($1,500).
    OFI's legal department deems Application for Conversion to be properly executed and materially complete. [Section 325(A)]
    OFI advises the applicant, in writing, to publish a notice of the filing of the application. [Section 325(A)]
    Upon receipt of the Commissioner's advice, the applicant prominently posts the notice of the filing of the application in each of its offices. [Section 325(A)]
    Upon receipt of the Commissioner's advice, the applicant promptly publishes the notice that the application has been filed and files with the Commissioner a copy of the published notice and a publisher's affidavit evidencing such. [Section 325(B)]
    Contact FDIC to discuss application.
    Written comments, including objections to the Plan of Conversion and materials supporting the objections, are considered by the Commissioner if such comments are postmarked within twenty (20) calendar days after the publication of the notice that the application has been filed. The Commissioner may, in his discretion, and upon written request, extend the twenty (20) day comment period for an additional twenty (20) calendar days. [Section 325(A)]
    Applicant files proxy materials w/ the Commissioner, not later than the date such materials are first sent or given to members. [Sections 327(B) and (H)(3)]
Initialed By Date Description
    Applicant files any additional solicitation materials w/ the Commissioner at least five (5) business days prior to the date on which the Commissioner is requested to authorize the use of such materials. [Section 327(H)(2)]
    The SEC declares the Registration Statement effective (if applicable).
    Final discussion with FDIC.
    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. 6:1188(C). [Section 317]
    Applicant receives non-objection notice from the FDIC.
    OFI approves amendments to applicant's Articles of Incorporation, if applicable.
    Proxy materials are authorized for use by the Commissioner. [Section 327(B)]
    Applicant mails authorized proxy materials and notice of meeting to the members within ten (10) days of the Commissioner's authorization (unless extended by the Commissioner), and at least twenty (20) days prior to the date of the meeting of members to vote on the Plan of Conversion. [Sections 327(B) and 329(C)]
    The Commissioner declares effective the offering circular. [Section 331(B)]
    Promptly after the Commissioner declares effective the offering circular, the applicant distributes order forms for the purchase of capital stock. [Section 331(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. [Section 331(G)(4)(b)]
    If Applicant elects to sell stock either in a public offering or a direct community offering, the Applicant shall demonstrate to 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. [Section 305(H)]
    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 40 days nor less than 10 days prior to the date of such meeting. [Section 329(B)]
    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. [Section 329(E)]
Initialed By Date Description
    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 Commissioner for good cause shown. [Section 331(I)]
    The Commissioner 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. [Section 331(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 Commissioner, 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. [Section 331(K)]
    The Conversion closes, and does not exceed 12 months from the date the members approve the Plan of Conversion. (This time period may be extended an additional 12 months with the prior written approval of the Commissioner.) [Section 305(R)]
    Applicant furnishes a final opinion from counsel regarding the matters covered in Exhibit 2 of the Application for Conversion within 10 days following closing and consummation of the conversion.
    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. Then, the plan shall be submitted to the Commissioner for review and approval. [Section 311(E)]