Illinois Administrative Code

Section 1075.1700 Acquisition of Control of Savings Bank a) As used in this Section, the following definitions apply: 1) "Affiliate" means any company that controls, is controlled by, or is under common control with a person. 2) "Company" means a corporation, a partnership, an as…

Section 1075.1710 Anti-Takeover Provisions a) With approval of the Director, a savings bank may amend its articles of incorporation with regard to the acquisition by any person or persons of its equity securities. The savings bank shall file with its application for approval an o…

Section 1075.1800 Subpart Exclusive – Prohibition on Conversion Without Approval – Waiver of Requirements This Subpart shall exclusively govern the conversion of mutual savings banks to capital stock savings banks. No mutual savings bank may convert to the capital stock form of o…

Section 1075.1805 Forms The Director may prescribe under this Subpart forms for use by a mutual savings bank seeking to convert to a capital stock savings bank pursuant to this Subpart. (Source: Amended at 30 Ill. Reg. 19068, effective December 1, 2006)

Section 1075.1810 Request of Noncompliance Requirements (Repealed) (Source: Repealed at 22 Ill. Reg. 6719, effective March 30, 1998)

Section 1075.1815 Definitions Terms defined in other Subparts of this Part, when used in this Subpart, shall have the meanings given in those definitions, to the extent those definitions are not inconsistent with the definitions contained in this Subpart unless the context otherw…

Section 1075.1820 Prohibition on Approval of Certain Applications for Conversion No application for conversion may be approved by the Director if: a) The plan of conversion adopted by the applicant's board of directors is not in accordance with this Subpart; b) The conversion rea…

Section 1075.1825 Requirements of Plan of Conversion The plan of conversion shall contain all the provisions set forth in Sections 1075.1830 through 1075.1905. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 1993)

Section 1075.1830 Issuance of Capital Stock – Price A converted savings bank shall issue and sell capital stock at a total price at least equal to the estimated pro forma market value of the stock issued in connection with the conversion, based on an independent valuation, as pro…

Section 1075.1835 Stock Purchase Subscription Rights – Eligible Account Holders a) Each eligible account holder shall receive, without payment, nontransferable subscription rights to purchase capital stock in an amount ranging from .1% to 5% of the total offering, with each recei…

Section 1075.1840 Stock Purchase Subscription Rights – Received by Officers, Organization Directors, and their Associates – Subordination Nontransferable subscription rights to purchase capital stock received by officers and organization directors and affiliated persons of the co…

Section 1075.1845 Supplemental Share Purchase Subscription Rights – Supplemental Eligible Account Holder – Conditions a) In plans with an eligibility record date that is more than 15 months before the date of the latest amendment to the application for conversion filed before the…

Section 1075.1850 Voting Members Who Are Not Eligible Account Holders a) Voting members who are not either eligible account holders or supplemental eligible account holders may receive, without payment, nontransferable subscription rights to purchase capital stock in an amount eq…

Section 1075.1855 Sale of Shares Not Sold in Subscription Offering – Methods – Conditions Any shares of the converting savings bank not sold in the subscription offering shall either be sold in a public offering through an underwriter or directly by the converting savings bank in…

Section 1075.1860 Uniform Sales Price of Shares Required – Application to Specify Arrangements on Sale of Shares Not Sold in Subscription Offering a) The sales price of the shares of capital stock to be sold in the conversion shall be a uniform price determined in accordance with…

Section 1075.1865 Savings Account Holder to Receive Withdrawable Savings Accounts – Amount Each deposit account holder of the converting savings bank shall receive, without payment, a deposit account or accounts in the converted savings bank equal in amount, rate of return and ge…

Section 1075.1870 Liquidation Account – Establishment and Maintenance Required A converting savings bank shall establish and maintain a liquidation account for the benefit of eligible account holders and supplemental eligible account holders in the event of a subsequent complete …

Section 1075.1875 Establishment of Eligibility Record Date Required The applicant shall establish an eligibility record date, which shall not be less than 90 days before the date of adoption of the plan by the converting savings bank's board of directors. (Source: Added at 17 Ill…

Section 1075.1880 Voting Rights Stockholders of the converted savings bank shall have exclusive voting rights as prescribed in Section 4005 of The Act. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 1993)

Section 1075.1885 Amendment and Termination of Plan of Conversion The plan of conversion adopted by the applicant's board of directors may be amended or withdrawn by the board of directors at any time before final approval of the Director and solicitation of proxies from the appl…

Section 1075.1890 Restriction on Sale of Shares of Stock by Organization Directors and Officers a) All shares of capital stock purchased by organization directors on original issue in the conversion either directly from the savings bank (by subscription or otherwise) or from an u…

Section 1075.1895 Conditions on Shares of Stock Subject to Restriction on Sale In connection with shares of capital stock subject to restriction on sale: a) each certificate for the stock shall bear a legend giving appropriate notice of the restriction; b) appropriate instruction…

Section 1075.1900 Registration of Securities – Marketing of Securities – Listing of Shares on Securities Exchange or NASDAQ Quotation System A converted savings bank or savings bank holding company shall: a) promptly register securities issued in its conversion pursuant to the Se…

Section 1075.1905 Reasonable Expenses Required The expenses incurred in the conversion shall be reasonable. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 1993)

Section 1075.1910 Employee Stock Benefit Plan – Priority. a) Employee stock benefit plans in the aggregate have priority to purchase up to 15 percent of the total offering of shares of capital stock before eligible and supplemental eligible account holders and voting members who …

Section 1075.1915 Employee Stock Benefit Plan – Contributions Scheduled discretionary contributions to an employee stock benefit plan may be made if the contributions do not cause the savings bank to fail to meet capital requirements established by the Director or by federal law.…

Section 1075.1920 Plan of Conversion – Prohibited Provisions a) The plan of conversion shall contain no provision that the Director determines to be inequitable or detrimental to the applicant, its account holders, or other savings banks or to be contrary to the public interest. …

Section 1075.1925 Optional Provisions in Plan of Conversion The plan of conversion may provide any or all the following: a) That the converting savings bank may begin the direct community offering or the public offering, or both, concurrently with or at any time during the subscr…

Section 1075.1930 Approval of Other Provisions The Director may approve other provisions upon a written finding that the provision is not inequitable to members and will not injure the converting savings bank. The written findings shall include grounds as to why the provision is …

Section 1075.1935 Amount of Qualifying Deposit of Eligible Account Holder or Supplemental Eligible Account Holder a) Unless otherwise provided in the plan of conversion, the amount of the qualifying deposit of an eligible account holder or supplemental eligible account holder sha…

Section 1075.1940 Liquidation Account – Establishment Required – Amount – Function Each converted savings bank shall, at the time of conversion, establish a liquidation account in an amount equal to the amount of net worth of the converting savings bank as of the latest practicab…

Section 1075.1945 Liquidation Account – Maintenance Required – Subaccounts The liquidation account shall be maintained by the converted savings bank for the benefit of eligible account holders and supplemental eligible account holders who maintain their savings accounts in the ba…

Section 1075.1950 Liquidation Account – Distribution Upon Complete Liquidation In the event of a complete liquidation of the converted savings bank (and only in this event), each eligible account holder and supplemental eligible account holder shall be entitled to receive a liqui…

Section 1075.1955 Liquidation Account – Determination of Subaccount Balances The initial subaccount balance for a savings account held by an eligible account holder or supplemental eligible account holder shall be determined by multiplying the opening balance in the liquidation a…

Section 1075.1960 Reduction of Subaccount Balance If the deposit balance in any deposit account of an eligible account holder or supplemental eligible account holder at the close of business on any annual closing date subsequent to the respective record dates is less than the les…

Section 1075.1965 Converted Savings Bank Prohibited from Repurchasing its Stock Without Approval A converted savings bank shall not, for a period of one year from the date of the completion of the conversion, repurchase any of its capital stock, except that capital stock repurcha…

Section 1075.1970 Limitation on Cash Dividends No converted savings bank may declare or pay a cash dividend on, or repurchase any of, its capital stock unless the declaration or payment repurchase dividend or repurchase would be in accordance with the requirements of Section 5001…

Section 1075.1975 Dividends on Preferred Stock A converted mutual savings bank may pay dividends on preferred stock at the rate or rates agreed in connection with the issuance of preferred stock, if such issuance has been approved by the Director. However, the Director shall appr…

Section 1075.1980 Prohibitions on Offer, Sale, or Purchase of Securities a) In the offer, sale, or purchase of securities issued incident to its conversion, no savings bank or any organization director, officer, attorney, agent, or employee thereof may: 1) employ any device, sche…

Section 1075.1985 Acquisitions of Control of a Converted Savings Bank Acquisition of control of a converted savings bank shall be ineffective and void unless in accordance with Section 8015 of The Act and Section 1075.1700. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 1…

Section 1075.1990 Articles of Incorporation – Restrictions Permitted a) A converting savings bank's articles of incorporation may include the following provision: 1) Certain Provisions Applicable for 5 Years. Notwithstanding anything contained in the savings bank's charter articl…

Section 1075.1995 Confidentiality of Consideration to Convert – Remedial Measures for Breach A savings bank that is considering converting pursuant to this Subpart and its organization directors, officers, and employees shall keep this consideration in the strictest confidence an…

Section 1075.200 Definitions Words or terms that are defined in the Act shall retain the same meaning when used in this Part. "Act" means the Savings Bank Act [205 ILCS 205]. "Company" means any corporation, partnership, business trust, association, or similar organization, or an…

Section 1075.2000 Public Statement Authorized If it should become essential as a result of rumors before the adoption of a plan of conversion by the applicant's board of directors, a public statement limited to that purpose may be made by the applicant. (Source: Added at 17 Ill. …

Section 1075.2005 Adoption of Plan of Conversion – Notice to and Inspection by Account Holders – Statement and Letter – Press Release Authorized a) Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors, the savings bank shall: 1…

Section 1075.2010 Statement, Letter and Press Release – Content Permitted The statement, letter, and press release of the applicant issued pursuant to Section 1075.2005, unless otherwise authorized by the Director, shall contain only (but need not contain all of) the following: a…

Section 1075.2015 Statement, Letter and Press Release – Contents Prohibited – Inquiries The statement, letter, and press release of the applicant issued pursuant to Section 1075.2005 shall not include financial statements or describe the benefits of conversion or the value of the…