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persons or other persons: (1) if all such subsidiaries and 50-percent-owned and other persons for which statements are so omitted, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary; or (2) if the income from the subsidiary reported by the applicant does not exceed 10 per cent of the consolidated net income for the latest fiscal year for which income statements are filled.

(f) Special Provisions-(1) Succession to Other Business. (1) If during the period for which its statements of operations are required, the applicant has by merger, consolidation or otherwise succeeded to one or more businesses, the additions, eliminations and other changes effected in the succession shall be appropriately set forth in a note or supporting schedule to the statements of filnancial condition set forth. In addition, statements of operations for each constituent business, or combined statements if appropriate, shall be set forth for such period prior to the succession as may be necessary when added to the time, if any, for which statements of operations after the succession are set forth to cover the equivalent of the period specified in paragraphs (a), (b), and (c) above.

(11) If the applicant by merger, consolidation or otherwise is about to succeed to one or more businesses, there shall be filed for the constituent businesses financial statements, combined, if appropriate, which would be required by these instructions. In addition, there shall be set forth a statement of financial condition of the applicant giving effect to the plan of succession. These statements of financial condition shall be set forth in such form, preferably columnar, as will show in related manner the statements of financial condition of the constituent business, the changes to be effected in the succession and the statement of financial condition of the applicant after giving effect to the plan of succession. By a footnote or otherwise, a brief explanation of the changes shall be given.

(iii) This subparagraph (1) shall not apply with respect to the applicant's succession to the business of any totally-held subsidiary, or to the acquisition of one or more businesses by purchase if such businesses, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

(2) Acquisition of Other Businesses. (1) There shall be set forth for any business directly or indirectly acquired by the applicant after the date of the statement of financial condition set forth pursuant to paragraph (a) and for any business to be directly or indirectly acquired by the applicant, the financial statements which would be required if such business were an applicant.

(ii) The acquisition of securities shall be deemed to be the acquisition of a business if combined with securities already held give such control.

(iii) No financial statements need be set forth pursuant to this subparagraph (2), however, for any business acquired or to be acquired from a totally held subsidiary. In addition, the statements of any one or more businesses may be omitted if such businesses, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

(g) Filing of Other Statements in Certain Cases. The Corporation may, upon the request of the applicant, 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 Corporation 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.

(h) Historical Financial Information.—(1) Applicability of Paragraph (h). The information required by this paragraph (h) shall be included in the proxy statement if in the opinion of the applicant it is material to the understanding of its financial condition. If the applicant determines to omit the information required by this paragraph, it shall file with the appropriate form for preliminary approval a statement briefly explaining such omission.

(2) Scope of Paragraph (h). The information required by paragraph (h) shall be furnished for the seven-year period preceding the period for which statements of operations are set forth, as to the accounts of each person whose statement of financial condition is set forth. The information is to be given as to all of the accounts specified whether they are presently carried on the books or not. Paragraph (h) does not call for an audit, but only for a survey or review of the accounts specified. It should not be detailed beyond a point material to eligible account holders and others.

(3) Revaluation of Property. (1) If there were any material increases or decreases in investments, in property, plant and equipment, or in intangible assets, resulting from revaluing such assets, state (a) in what year or years such revaluations were made; (b) the amounts of such increases or decreases, and the accounts affected, including all related entries; and (c) if in connection with such revaluations any related adjustments were made in reserve accounts, state the accounts and amounts with explanations.

(ii) Information is not required as to adjustments made in the ordinary course of business, but only as to major revaluations made for the purpose of entering on the books current values, reproduction cost or any values other than original cost.

(iii) No information need be furnished with respect to any revaluation entry which was subsequently reversed or with respect to the reversal of a revaluation entry recorded prior to the period if a statement as to the reversal is made.

(4) Other Changes in Surplus. If there were any material increases or decreases in surplus, other than those resulting from transactions specified above, the closing of the profit and loss account or the declaration of payment of dividends, state (1) the year or years in which such increases or decreases were made; (ii) the nature and amounts thereof; and (iii) the accounts affected, including all material related entries. Paragraph (3) (111) shall also apply here.

(5) Predecessors. The information shall be furnished, to the extent it is material, as to any predecessor of the applicant from the beginning of the period to that date of succession, not only as to the entries made respectively in the books of the predecessor or the successor, but also as to the changes effected in the transfer of the assets from the predecessor. However, no information need be furnished as to any one or more predecessors which, considered in the aggregate, would not constitute a significant predecessor.

(6) Omission of Certain Information. (1) No information need be furnished as to any subsidiary, whether consolidated or unconsolidated, for the period prior to the date on which the subsidiary became a majorityowned subsidiary of the applicant or of the predecessor for which information is required above.

(ii) No information need be furnished to any one or more unconsolidated subsidiaries for which separate financial statements are filed if all subsidiaries for which the information is so omitted, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

(iii) Only the information specified in paragraph (3) need be given as to any predecessor or any subsidiary thereof if immediately prior to the date of succession thereto by a person for which information is required, the predecessor or subsidiary was in insolvency proceedings.

Item 16. Consents of Experts and Reports. (a) The proxy statement shall briefly describe all consents of experts filed pursuant to section 563b.8(n).

(b) The statement shall contain a report of the independent public accountants who have certified the financial statements and other matters in the statement.

Instruction. The instruction to Item 13 shall apply to paragraph (a) of this Item.

Item 17. Attachments. There shall be attached to the proxy statement distributed to association members and others a copy of the applicant's plan of conversion as preliminarily approved by the Corporation. There may also be attached to such statement a copy of any qualified stock option plan described under Item 12.

FORM OC

[FACING SHEET]

FEDERAL HOME LOAN BANK BOARD

FEDERAL SAVINGS AND LOAN INSURANCE
CORPORATION

Washington, D.C. 20552
Offering Circular

(Exact name of Applicant as specified in charter)

(Street address of applicant)

(City, State and ZIP Code)

OFFERING CIRCULAR FORM

Item 1. Information Required by Form 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 applicant distributed to association members 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 or other offering of the unsubscribed shares, unless otherwise indicated.

2. An offering circular for the subscription offering in "wrap around" form distributed to association members 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 applicant (with the telephone number and mailing address of the applicant stated).

Item 2. Additional Current Information Required. The final offering circular for the subscription offering, the preliminary offering circular for the public or other offering used during the subscription period and the final offering circular for the public or other offering shall as of their respective dates of issuance include 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 association members upon the plan of conversion and any qualified stock option plan;

(b) Information with respect to any recent material developments in the business or affairs of the applicant;

(c) Any other information necessary to make such offering circular current, including full financial statements of the applicant 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 bold-face Roman type at least as large as ten-point modern type and at least two points leaded:

THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE FEDERAL HOME LOAN BANK BOARD OR FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION NOR HAS SUCH BOARD OR CORPORATION 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 Federal Savings and Loan Insurance Corporation, but has not been authorized for use in 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 authorized for use in final form. This offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be 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 Subscription Offering. The offering circular used for the subscription offering shall describe all material terms of the subscription offering 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 or prices, possible reduction of subscription price, relationship of subscription price to public offering price, requirement that all unsubscribed shares be sold, and any other material conditions of the subscription offering.

Item 6. Information With Respect to Public or Other Offering. The offering circular for the subscription offering and the offering circular for the public or other offering shall both describe the material terms of the plan or plans of distribution for all unsubscribed shares of capital stock not purchased by eligible account holders or others pursuant to the subscription offering to the extent such

description is not already in the proxy statement, including the following:

(a) If the shares are to be offered through underwriters, the outside front cover page of both offering circulars shall give the information called for by this paragraph. In the case of the offering circular for the public offering, such information shall be given in substantially the tabular form set forth below. In the case of the offering circular for the subscription offering, such information may be given in narrative form and, if not known at the time of the subscription offering, so state and estimate.

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(b) The outside front cover page of the offering circular for the public or other offering shall briefly summarize the results of the subscription offering including the number of shares sold to eligible account holders and others, the price or prices at which the shares were so sold, and the number of unsubscribed shares. Such offering circular may omit the description of the subscription offering required by Item 5.

(c) If the unsubscribed 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. Both offering circulars shall identify each principal underwriter having a material relationship to the applicant and state the nature of the relationship. Both underwriting circulars shall state briefly the nature of the underwriters' 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 the subscription offering.

(e) If the unsubscribed 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 the 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 applicant 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 effort" arrangement is used, describe any standby commitment for shares not sold.

FORM FA

[Facing Sheet]

FEDERAL HOME LOAN BANK BOARD

FEDERAL SAVINGS AND LOAN INSURANCE
CORPORATION

Washington, D.C. 20552

Application for Final Approval of Conversion

(Exact name of Applicant as specified in charter)

(Street address of applicant)

(City, State and zip code) (Date of Application)

Item 1. Form of Application. Set forth an application for final approval of the plan of conversion in the following form with the names and titles of the officers and directors signing the application indicated below their signatures:

The undersigned hereby makes application for final approval to convert into a stock association, and submits herewith the information and exhibits as required by Part 563b of the Rules and Regulations for Insurance of Accounts of the Federal Savings and Loan Insurance Corporation.

In submitting this application the applicant understands and agrees that, if any appraisals are required by the Federal Home Loan Bank Board or the Federal Savings and Loan Insurance Corporation, they will be conducted by, or as approved by, the Board or the Corporation at the expense of the applicant; and applicant will pay the costs thereof as computed by the Board or the Corporation.

This application has been approved by at least two-thiras of the board of directors of the applicant. In accordance with section 563b.8 (c) (4) of the Rules and Regulations for Insurance of Accounts, by the filing of this application, the applicant by its duly authorized representative, the undersigned officers and each member of the applicant's board of directors severally represent, except to the extent otherwise provided in said section, (1) that each such person has read this application; (2) that in the opinion of each such person, he has made such examination and investigation as is necessary to enable him to express an informed opinion that this application complies to the best of his knowledge and belief with the applicable requirements of Part 563b of the Rules and Regulations for Insurance of Accounts and forms thereunder; and (3) that each such person holds such informed opinion.

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Item 2. Vote of Association Members. With respect to each matter voted upon at the meeting of association members to consider the plan of conversion and related to such plan, state the total number of votes eligible to be cast; the total number of votes cast in favor of each such matter; and the percentage of votes necessary to approve each such matter. The information required by this item may be prepared for the insured institution by an independent public accountant or by an independent transfer agent.

Item 3. Price Information. Pursuant to § 563b.7(d), state the maximum subscription price or prices and the estimated maximum public offering price which the applicant proposes to include in the order forms and the final offering circular for the subscription offering. The prices contained in the final approval of the Corporation shall be those included in the order forms and the final offering circular for the subscription offering. The final offering circular for the public offering of unsubscribed shares may contain a public offering price in excess of such estimated maximum public offering price.

Item 4. Final Offering Circular for the Subscription Offering. Furnish copies of the proposed final offering circular for the subscription offering. Such offering circular shall be prepared in accordance with Form OC.

Item 5. Offering Circular for the Public Offering. Furnish copies of the preliminary offering circular for the other offering which is intended to be used during the subscription period. Furnish by filing an amendment to this Form copies of the proposed final offering circular for the public or other offering. The offering circulars for the public or other offering required to be furnished by this Item shall be prepared in accordance with Form OC.

EXHIBITS

Exhibit 1. Attach an opinion of counsel to the effect that (1) the meeting of members was held in accordance with all requirements of applicable State and Federal law and regulation; and (2) all requirements of State law applicable to the conversion, including State and Canadian securities laws, have been complied with, except to the extent that the granting of final approval by the Corporation is such a requirement.

Exhibit 2, Attach a copy of the pricing materials required by section 563b.7(g) in support of the information contained in Item 2.

Exhibit 3. Attach a certified copy of each resolution adopted at the meeting of the members to consider the plan of conversion.

Exhibit 4. Attach copies of all exhibits and other information required by Form PA and Part 563b and not previously submitted.

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Sec.

563c.3 Accounting for uncollectible income. 563c.4 Accounting for net income. 563c.5 Accounting for investment in service corporation.

AUTHORITY: Secs. 402, 403, 48 Stat. 1256, 1257, 1260, as amended; (12 U.S.C. 1725, 1726, 1730) Reorg. Plan No. 3 of 1947, 12 FR 4981, 3 CFR 1943-48 Comp., p. 1071.

SOURCE: 38 FR 33458, Oct. 9, 1973, unless otherwise noted.

§ 563c.1 Form and content of financial

statements.

(a) Application of this section. (1) This section states the requirements as to the form and content of financial statements to be furnished by an insured institution with the following:

(i) Any proxy statement or offering circular required to be used in connection with a conversion under the provisions of Part 563b of this subchapter; and

(ii) Any offering circular or private placement memorandum required to be used in connection with an issuance of subordinated debt securities under the provisions of § 563.8-1 of this subchapter.

(2) The term "financial statements" shall be deemed to include all notes to the statements and related schedules.

(b) Definitions of terms used in § 563c.1. Unless the context otherwise requires, terms defined in this subchapter or in the instructions to any applicable form, when used in this section, shall have the respective meanings given in such regulations or instructions. Terms defined in Regulation S-X of the SEC (17 CFR Part 210), but not defined in this section, shall have its respective meanings given in Regulation S-X. In addition, the following terms shall have the meanings indicated in this section unless the context otherwise requires.

(1) Accountant's report. The term "accountant's report", when used in regard to financial statements, means a document in which an independent public or certified public accountant indicates the scope of the audit (or examination) which he has made and sets forth his opinion regarding the financial statements taken as a whole or an assertion to the effect that an overall opinion cannot be expressed.

(2) Audit (or examination). The term "audit" (or "examination"), when used in regard to financial statements, means an examination of the statements by an independent accountant in accordance

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