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Notes

12 C.F.R. §§ 192.355–192.395

9 sections in range

§192.355. Subscription rights for eligible account holders and supplemental eligible account holders.

12 C.F.R. § 192.355

(a)
Eligible account holders. A savings association must give each eligible account holder subscription rights to purchase conversion shares in an amount equal to the greater of:
(1)
The maximum purchase limitation established for the community offering or the public offering under § 192.395;
(2)
One-tenth of one percent of the total stock offering; or
(3)
Fifteen times the following number— The total number of conversion shares that the savings association will issue, multiplied by the following fraction. The numerator is the total qualifying deposit of the eligible account holder. The denominator is the total qualifying deposits of all eligible account holders. The savings association must round down the product of this multiplied fraction to the next whole number.
(b)
Supplemental eligible account holders. The savings association must give subscription rights to purchase shares to each supplemental eligible account holder in the same amount as described in paragraph (a) of this section, except that the savings association must compute the fraction described in paragraph (a)(3) of this section as follows: The numerator is the total qualifying deposit of the supplemental eligible account holder. The denominator is the total qualifying deposits of all supplemental eligible account holders.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.360. Officers, directors, and associates as eligible account holders.

12 C.F.R. § 192.360

A savings association's officers, directors, and their associates may be eligible account holders. However, if an officer, director, or his or her associate receives subscription rights based on increased deposits in the year before the eligibility record date, the savings association must subordinate subscription rights for these deposits to subscription rights exercised by other eligible account holders.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.365. Purchase of conversion shares by other voting members.

12 C.F.R. § 192.365

(a)
In general. A savings association must give rights to purchase its conversion shares in the conversion to voting members who are neither eligible account holders nor supplemental eligible account holders. The savings association must allocate rights to each voting member that are equal to the greater of:
(1)
The maximum purchase limitation established for the community offering and the public offering under § 192.395; or
(2)
One-tenth of one percent of the total stock offering.
(b)
Subordination of voting rights. The savings association must subordinate the voting members' rights to the rights of eligible account holders, tax-qualified employee stock ownership plans, and supplemental eligible account holders.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.370. Limits on aggregate purchases by officers, directors, and associates.

12 C.F.R. § 192.370

(a)
In general. When a savings association converts, its officers, directors, and their associates may not purchase, in the aggregate, more than the following percentage of the savings association's total stock offering:
(b)
Exception. The purchase limitations in this section do not apply to shares held in tax-qualified employee stock benefit plans that are attributable to the savings association's officers, directors, and their associates.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.375. Allocation of oversubscribed conversion shares.

12 C.F.R. § 192.375

(a)
Eligible account holders. If a savings association's conversion shares are oversubscribed by its eligible account holders, the savings association must allocate shares among the eligible account holders so that each, to the extent possible, may purchase 100 shares.
(b)
Supplemental eligible account holders. If a savings association's conversion shares are oversubscribed by its supplemental eligible account holders, the savings association must allocate shares among the supplemental eligible account holders so that each, to the extent possible, may purchase 100 shares.
(c)
Eligible and supplemental eligible account holders. If a person is an eligible account holder and a supplemental eligible account holder, the savings association must include the eligible account holder's allocation in determining the number of conversion shares that the savings association may allocate to the person as a supplemental eligible account holder.
(d)
Additional allocations. For conversion shares that the savings association does not allocate under paragraphs (a) and (b) of this section, the savings association must allocate the shares among the eligible or supplemental eligible account holders equitably, based on the amounts of qualifying deposits. The savings association must describe this method of allocation in its plan of conversion.
(e)
Oversubscription. If shares remain after the savings association has allocated shares as provided in paragraphs (a) and (b) of this section, and if the savings association's voting members oversubscribe, the savings association must allocate its conversion shares among those members equitably. The savings association must describe the method of allocation in its plan of conversion.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.380. Purchase of conversion shares by employee stock ownership plan.

12 C.F.R. § 192.380

(a)
In general. A savings association's tax-qualified employee stock ownership plan may purchase up to 10 percent of the total offering of the savings association's conversion shares.
(b)
Revised stock valuation range. If the appropriate Federal banking agency approves a revised stock valuation range as described in § 192.330(e), and the final conversion stock valuation range exceeds the former maximum stock offering range, a savings association may allocate conversion shares to its tax-qualified employee stock ownership plan, up to the 10 percent limit in paragraph (a) of this section.
(c)
Open market purchase. If a savings association's tax-qualified employee stock ownership plan is not able to or chooses not to purchase stock in the offering, it may, with prior appropriate Federal banking agency approval and appropriate disclosure in the savings association's offering circular, purchase stock in the open market, or purchase authorized but unissued conversion shares.
(d)
Charitable organizations. A savings association may include stock contributed to a charitable organization in the conversion in the calculation of the total offering of conversion shares under paragraphs (a) and (b) of this section, unless the appropriate Federal banking agency objects on supervisory grounds.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.385. Purchase limitations.

12 C.F.R. § 192.385

(a)
In general. A savings association may limit the number of shares that any person, group of associated persons, or persons otherwise acting in concert, may subscribe to up to five percent of the total stock sold.
(b)
Modification of purchase limit. If a savings association sets a limit of five percent under paragraph (a) of this section, the savings association may modify that limit with appropriate Federal banking agency approval to provide that any person, group of associated persons, or persons otherwise acting in concert subscribing for five percent, may purchase between five and 10 percent as long as the aggregate amount that the subscribers purchase does not exceed 10 percent of the total stock offering.
(c)
Minimum purchase. A savings association may require persons exercising subscription rights to purchase a minimum number of conversion shares. The minimum number of shares must equal the lesser of the number of shares obtained by a $500 subscription or 25 shares.
(d)
Aggregation. In setting purchase limitations under this section, a savings association may not aggregate conversion shares attributed to a person in the savings association's tax-qualified employee stock ownership plan with shares purchased directly by, or otherwise attributable to, that person.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.390. Community offering of conversion shares.

12 C.F.R. § 192.390

(a)
Purchase preference in subscription offering. In a subscription offering, a savings association may give a purchase preference to eligible account holders, supplemental eligible account holders, and voting members residing in its local community.
(b)
Purchase preference in community offering. In a community offering, a savings association must give a purchase preference to natural persons residing in its local community.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.395. Other conditions for community and public offerings.

12 C.F.R. § 192.395

A savings association must offer and sell its stock to achieve a widespread distribution of the stock. If a savings association offers shares in a community offering, a public offering, or both, it must first fill orders for its stock up to a maximum of two percent of the conversion stock on a basis that will promote a widespread distribution of stock. The savings association must allocate any remaining shares on an equal number of shares per order basis until it fills all orders.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.