Illinois Administrative Code

Section 1075.2035 Solicitation of Proxies; Proxy Statements a) Solicitations to which this Section applies – this Section applies to every solicitation of a proxy from a member of a savings bank for the meeting at which a plan of conversion will be voted upon, except the followin…

Section 1075.2040 Vote by Members a) Following approval of the plan of conversion by the Director, the plan of conversion shall be submitted for consideration to an annual or special meeting of members. b) Notice of the meeting to consider a plan of conversion shall be given by t…

Section 1075.2045 Offers and Sales of Securities – Prohibitions No offer to sell securities of an applicant pursuant to a plan of conversion may be made before approval by the Director of the application for conversion and before any approval necessary to maintain federal deposit…

Section 1075.2050 Distribution of Offering Circulars Authorized Any preliminary offering circular for the subscription offering, the public offering, or the direct community marketing which has been filed with the Director may be distributed to eligible account holders or supplem…

Section 1075.2055 Preliminary Offering Circular for Subscription Offering – Estimated Subscription Price Range Required With respect to the capital stock of the applicant to be sold under the plan of conversion, any preliminary offering circular for the subscription offering may …

Section 1075.2060 Review of Price Information by the Director The Director shall review the price information required under Section 1075.2055 in determining whether to give approval to an application for conversion. No representations may be made in any manner that the price inf…

Section 1075.2065 Underwriting Commission Underwriting commissions shall not exceed an amount or percentage per share accepted as reasonable by the Director. No underwriting commission may be allowed or paid with respect to shares of capital stock sold in the subscription offerin…

Section 1075.2070 Consideration of Pricing Information by the Director – Guidelines In considering the pricing information required under Section 1075.2055, the Director shall apply the following guidelines. a) The materials shall be prepared by persons independent of the applica…

Section 1075.2075 Submission of Information by Applicant a) In addition to the information required in Section 1075.2070, the applicant shall submit information demonstrating to the satisfaction of the Director the independence and expertise of any person preparing materials unde…

Section 1075.2080 Subscription Offering – Distribution of Order Forms for the Purchase of Shares Promptly after the Director has declared the offering circular for the subscription offering effective, the applicant shall distribute order forms for the purchase of shares of capita…

Section 1075.2085 Order Forms – Final Offering Circular and Detailed Instructions Each order form distributed pursuant to Section 1075.2080 shall be accompanied or preceded by the final offering circular for the subscription offering and a set of detailed instructions explaining …

Section 1075.2090 Subscription Price The maximum subscription price stated on each order form distributed pursuant to Section 1075.2080 shall be the amount to be paid when the order form is returned. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 1993)

Section 1075.2095 Order Form – Contents Each order form distributed pursuant to Section 1075.2080 shall be prepared so as to indicate to the person receiving it, in as simple, clear, and intelligible a manner as possible, the actions which are required or available to the person …

Section 1075.2100 Order Form – Additional Provision Authorized – Payment by Withdrawal The order form distributed pursuant to Section 1075.2080 may provide that it may not be modified without the applicant's consent after its receipt as set forth in the order form. If payment is …

Section 1075.2105 Time Period for Completion of Sale of all Shares of Capital Stock The sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in public offering or direct community marketing, shall be comple…

Section 1075.2110 Continuity of Corporate Existence Upon the filing of the articles of incorporation of a converted savings bank with the Director in accordance with Section 1075.2160, the corporate existence of the mutual savings bank converting to a stock savings bank pursuant …

Section 1075.2115 Application to Furnish Information Every application shall furnish information in accordance with this Subpart. If applicable, the applicant shall furnish information in accordance with Section 1075.1700. (Source: Added at 17 Ill. Reg. 8894, effective June 7, 19…

Section 1075.2120 Additional Filing Requirements An applicant whose plan of conversion has been approved by the Director shall fulfill the following requirements. a) The applicant shall file with the Director promptly after the meeting of members called to consider the plan of co…

Section 1075.2125 Availability for Conferences in Advance of Filing of Application – Refusal of Prefiling Review a) The Division shall be available for conferences with prospective applicants or their representatives in advance of filing an application to convert. These conferenc…

Section 1075.2130 Appeal from Refusal to Approve Application From the Director's refusal to approve an application for conversion, the applicant may, within 30 days after the date of the mailing by the Director of notice of refusal to approve, appeal pursuant to 38 Ill. Adm. Code…

Section 1075.2135 Postconversion Reports The applicant shall file postconversion reports concerning its conversion as the Director may require. (Source: Amended at 30 Ill. Reg. 19068, effective December 1, 2006)

Section 1075.2140 Certain Agreement to Transfer and Transfers of Ownership in Rights or Securities Prohibited Before completion of a conversion, no person may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of conversion subscri…

Section 1075.2145 Certain Offers and Announcements on Securities Prohibited Before completion of a conversion, no person may make any offer, or announcement of an offer or intent to make an offer, for any security of a converting savings bank issued or to be issued in connection …

Section 1075.2150 Certain Offers and Acquisitions Prohibited a) Except as required by the federal insurer of accounts or the Director, for 3 years following the date of the conversion, no person may directly or indirectly offer to acquire or acquire the beneficial ownership of mo…

Section 1075.2155 Definitions – Certain Transfers, Offers and Acquisitions Prohibited For Sections 1075.2140, 1075.2145 and 1075.2150, the following definitions apply: a) The term "person" includes an individual, a group acting in concert, a corporation, a partnership, an associa…

Section 1075.2160 Amendments to Charter Required in Application – Articles of Incorporation – Filing of Certificate Required – Contents – Issuance and Filing of Authorization Certificate a) An application for conversion under this Subpart shall include amendments to the articles …

Section 1075.2165 Conversion Incident to Acquisition by Savings Bank Holding Company or Merger or Consolidation with Savings Bank Holding Company Subsidiary – Restriction on Sale of Shares of Stock by Organization Directors and Officers a) In a conversion of a mutual savings bank…

Section 1075.2170 Sale of Control in Connection with the Conversion of a Mutual Savings Bank to Capital Stock Savings Bank − Undercapitalized Mutual Savings Bank a) A mutual savings bank not meeting an applicable capital requirement as of the end of the most recent period for whi…

Section 1075.2175 Conversion of a Savings Bank in Connection with the Formation of a Holding Company A savings bank may convert to the stock form pursuant to this Subpart as part of a transaction in which a holding company is organized to acquire upon issuance all the capital sto…

Section 1075.2200 Application – Application Requirements An application to convert from a mutual savings bank to a capital stock savings bank shall contain information as required by this Subpart. In addition to the information expressly required to be included in any application…

Section 1075.2210 Application – Filing the Application and Fees a) An application shall be prepared by a mutual savings bank that proposes to convert to a stock owned savings bank. The application must demonstrate that the applicant complies with the Act and this Part. Not includ…

Section 1075.2220 Application – Preparing the Application a) Requirements as to paper and printing: 1) Applications shall be filed on good quality, unglazed, white paper approximately 8½ by 12 or 8½ by 11 inches in size, as is practicable. However, tables, charts, maps and financ…

Section 1075.2230 Application – Application Contents The application shall include: a) The complete formal written plan adopted by the board of directors for conversion of the applicant to the stock form of organization. The terms of the plan submitted pursuant to this subsection…

Section 1075.2240 Application – Application Exhibits The following exhibits shall be attached to the application: a) The following documents, contracts and agreements: 1) Proposed certificates for capital stock and any other securities to be issued; 2) Proposed order forms with r…

Section 1075.2300 Proxy Statement – Information Required in Conversion Proxy Statement a) The conversion proxy statement shall conform to the requirements of this Section 1075.2300 through Section 1075.2460. b) Except as otherwise specifically provided, where any Section calls fo…

Section 1075.2310 Proxy Statement – Notice of Meeting a) The cover page of the proxy statement shall give notice of the meeting of the members called by the board of directors to act upon the Plan of Conversion. The cover page shall include the date, time, and place of the meetin…

Section 1075.2320 Proxy Statement – Revocability of Proxy State that the person giving the proxy has the power to revoke it before the proxy is exercised at the meeting. If the right or revocation is subject to compliance with any formal procedure, briefly describe such procedure…

Section 1075.2330 Proxy Statement – Persons Making the Solicitations a) State whether the solicitation is made by the management of the applicant. Give the name of any organization director or the applicant who has informed the management in writing that he or she intends to oppo…

Section 1075.2340 Proxy Statement − Voting Rights and Vote Required for Approval a) Describe briefly the voting rights of each class of members, state the approximate total number of votes entitled to be cast at the meeting, and the approximate number of votes to which each class…

Section 1075.2350 Proxy Statement – Organization Directors and Executive Officers a) Furnish the information regarding organization directors and executive officers and certain relationships and related transactions required to be disclosed in a registration or proxy statement fi…

Section 1075.2360 Proxy Statement – Management Remuneration Furnish the information regarding management remuneration required to be disclosed in a registration or proxy statement filed under the Securities Exchange Act of 1934. In particular, see Item 402 of the "General Rules R…

Section 1075.2370 Proxy Statement – Business of the Applicant a) Narrative description of business. 1) Discuss briefly the organizational history of the applicant, including the year of organization, the identity of the chartering authority, and any charter conversions. 2) Descri…

Section 1075.2380 Proxy Statement – Description of the Plan of Conversion a) A statement to the following effect shall be inserted in the proxy statement immediately preceding the information required by this Section: "The Director of Banks and Real Estate has given approval to t…

Section 1075.2390 Proxy Statement – Description of Capital Stock a) Furnish the information regarding capital stock of the applicant required to be disclosed in a registration statement filed under the Securities Exchange Act of 1934. In particular, see Item 202 of the "General R…

Section 1075.2400 Proxy Statement – Capitalization a) Set forth in substantially the tabular form indicated below the dollar amounts of the capitalization of the applicant. Captions in the following form may be modified as appropriate. (A) (B) (C) Capitalization as of Most Recent…

Section 1075.2410 Proxy Statement – Use of New Capital a) State the principal purposes for which the net proceeds to the applicant from the capital stock to be sold are intended to be invested or otherwise used and the approximate amount intended for each such purpose. b) Detail …

Section 1075.2420 Proxy Statement – New Charter, Bylaws, or Other Documents Describe briefly any material differences between the existing charter, bylaws, and any similar documents of the applicant and those which will take effect after conversion. This Section requires only a b…