A converting institution shall be required to file with the superintendent an application for conversion which complies with form 86-AC, which reads in its entirety as follows:
FORM 86-AC
[Facing Sheet]
NEW YORK STATE BANKING DEPARTMENT
2 Rector Street
New York, New York 10006
Application for Conversion
(Exact name of Converting Institution as specified in charter)
(Street address of Converting Institution)
(City, State and ZIP Code)
Date of Application
General Instructions
Form 86-AC shall be used by any thrift institution seeking New York State Banking Department approval to convert from mutual to the stock-form pursuant to Part 86 of the General Regulations of the Banking Board.
Set forth an application for approval of the plan of conversion in the following form with the names and titles of the officers and directors or trustees signing the application indicated below their signatures:
The undersigned hereby makes application for approval to convert from a mutual thrift institution into a stock-form thrift institution, and submits herewith a statement of its proposed plan of conversion and other information and exhibits as required by Part 86 of the General Regulations of Banking Board.
This application has been approved by at least a majority of the board of directors or trustees of the converting institution. The undersigned officers and members of the board of directors or trustees severally represent (i) that each such person has read this application, (ii) that in the opinion of each such person, he or she has made such examination and investigation as is necessary to enable him or her to express an informed opinion that this application complies to the best of his or her knowledge and belief with the applicable requirements of this Part, and (iii) that each such person holds such informed opinion.
ATTEST:
_____________
Secretary Name of Converting Institution
By
President
_____________
(Principal Executive Officer)
_____________
(Principal Executive Officer)
________ (Signatures of at least a majority of the Board of Directors or Trustees)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
Furnish the complete formal written plan adopted by the board of directors or trustees for conversion of the mutual institution to the stock-form of organization. The terms of the plan submitted pursuant to this Item will be a basis for the Superintendent's approval and the plan as approved will be distributed as an attachment to the proxy statement and the offering circular as provided in Part 86.
Furnish copies of the proxy statement and offering circular. The proxy statement and offering circular should be prepared in accordance with Forms 86- PS and 86-OC, respectively.
Furnish preliminary copies of the form of proxy to be distributed to Eligible Account Holders by the management.
Set forth the expected chronological order of the events connected with the plan of conversion beginning with the filing of this application through completion of the sale of all the capital stock to be issued pursuant to the plan. Indicate the expected timing of any requisite approvals of Federal authorities. Indicate the proposed timing of all aspects of the subscription offering. If there will be an underwritten public offering of the capital stock as part of the plan of conversion, indicate the proposed timing of all aspects of such offering.
If the converting institution's plan of conversion contains an eligibility record date earlier than 90 days prior to the date of adoption of the plan of conversion by the board of directors or trustees, state the reason for the selection of such earlier date.
Provide in substantially the tabular form indicated below the estimated expenses of the conversion to be incurred by the converting institution.
Legal $
Postage and Mailing
Printing
Escrow or Agent Fees
Underwriting Fees
Appraisal Fees
Transfer Agent Fees
Auditing and Accounting
Proxy Solicitation Fees
Advertising
Other Expenses
________
Total $
Instructions:
State the general effect of any charter provision, bylaw, contract, arrangement, statute or regulation to be in effect during or after the conversion under which any underwriter, appraiser, lawyer, accountant or expert, or director, officer, or trustee of the converting institution will be insured or indemnified in any manner against any liability which he may incur in his capacity as such.
EXHIBITS
The following exhibits shall be attached to this Form.
Exhibit 1. Resolution of Board of Directors or Trustees.
Set forth a certified copy or copies of a resolution or resolutions of the board of directors or trustees (1) adopting the plan of conversion filed with this application; (2) authorizing the filing of this application; and (3) applying for continued insurance of accounts by its Federal deposit insuror. The action adopting the plan of conversion and authorizing the filing of this application must be approved by a majority of the board of directors or trustees.
Exhibit 2. Copies of Documents, Contracts and Agreements.
Furnish the following documents, contract and agreements:
Exhibit 3. Opinion of Counsel.
Furnish an opinion of counsel for the converting institution regarding each of the following matters:
Exhibit 4. Federal and State Tax Opinions and Rulings.
Instruction: The Superintendent may require that such an Internal Revenue Service ruling be obtained if the converting institution's plan of conversion is not substantially similar to plans of conversion which have received favorable rulings. The Superintendent may also require that such a ruling be obtained if the converting institution's plan of conversion contains novel provisions or there is otherwise a question as to the Federal income tax consequences of the plan.
Exhibit 5. Valuation Materials.
Furnish any materials required to be filed by section 86.5(c)(4) of Part 86 regarding the valuation of the converting institution's capital stock. A converting institution is not required to file such materials if the offering of capital stock will not commence before the meeting of depositors or shareholders to vote on the plan of conversion.
Exhibit 6. Notice to Depositors or Shareholders.
Furnish the notice to the converting institution's depositors or shareholders required by section 86.4 of Part 86.
Exhibit 7. Organization Certificate and Bylaws.
Furnish a copy of the converting institution's proposed amended organization certificate and bylaws which shall be effective upon the conversion of the institution to stock form. If a holding company is being formed in connection with the conversion, also furnish a copy of the proposed organization and bylaws of the holding company.
Exhibit 8. Business Plans.
Furnish a consolidated business plan. The converting institution shall provide, as part of the business plan, a detailed discussion of how the capital acquired in the conversion will be utilized, including, among other things, any proposed stock repurchases.
Exhibit 9. Other Materials.
N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.13