Conversion to a Federal Mutual Holding Company

PURPOSE: This rule allows for the reorganization of a mutual association to a federal mutual holding company and a state capital stock association. (1) Upon prior written approval of the director of the Division of Finance, a mutual savings and loan association organized pursuant to Chapter 369, RSMo, may reorganize to become a federal mutual holding company with a Missouri chartered stock association subsidiary. In connection with a reorganization under this chapter, a mutual association may charter an interim stock association to facilitate the corporate reorganization. The majority of stock of the interim association is to be owned, except as otherwise provided in this section, by the mutual savings association. The mutual association may transfer a substantial part of its assets and liabilities, including all of its insured liabilities, to the interim savings and loan association. (A) The director of the Division of Finance may adopt the provisions of section 369.079(11), RSMo regarding the formation of an interim association to facilitate the chartering of an association and promote the timely consummation of the proposed reorganization. (B) If the petition is approved, the director of the Division of Finance shall certify his/her approval of the petition in writing to the secretary of state along with the incorporation fee and two (2) copies of the Articles of Incorporation. The secretary of state shall then issue the Certificate of Incorporation. (C) Criteria for approval, organization and operation of an interim association may be established by the director of the Division of Finance. (2) Persons having ownership rights in the mutual savings and loan association shall have the same ownership rights with respect to the mutual holding company. Holders of savings, demand or other accounts of a savings and loan association incorporated as part of a transaction described in section (1) or acquired by the federal mutual holding company shall also have the same ownership rights with respect to the federal mutual holding company. (3) Applications for the reorganization to a federal mutual holding company shall be filed with the Division of Finance. The applicant’s plan of reorganization shall comply with the requirements of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation for the formation of a federally chartered mutual holding company. (4) No savings association subsidiary of a mutual holding company may issue stock to persons other than its mutual holding company parent in connection with a mutual holding company reorganization, or at any time subsequent to the association’s acquisition by the mutual holding company, unless the association obtains advance approval of each issuance from the director of the Division of Finance. The director may require compliance with provisions of section 369.078(2), RSMo and 4 CSR 140-28.010 as s/he shall deem appropriate in connection with that stock issuance. The aggregate amount of outstanding common stock of the association owned or controlled by persons other than the association’s mutual holding company parent at the close of the proposed issuance shall be less than fifty percent (50%) of the association’s total outstanding common stock. AUTHORITY: section 369.299(2), RSMo 1994.* This rule originally filed as 4 CSR 260-12.080. This rule previously filed as 4 CSR 140-24.080. Original rule filed May 13, 1993, effective Oct. 10, 1993. Changed to 4 CSR 140-24.080, effective July 6, 1994. Amended: Filed Nov. 8, 1994, effective March 30, 1995. Moved to 20 CSR 114024.080, effective Aug. 28, 2006. *Original authority: 369.299(2), RSMo 1971, amended 1994.