2019 Connecticut General Statutes
Title 36a - The Banking Law of Connecticut
Chapter 664c - Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Virtual Banking and Bank Holding Companies
Section 36a-196 - (Formerly Sec. 36-142ee). Issuance of common stock.

(a) Following the reorganization of any mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, the reorganized savings institution of such mutual holding company shall not sell or offer to sell its common stock or securities convertible into common stock unless each eligible account holder of the reorganized savings institution receives, without payment, nontransferable subscription rights to purchase common stock or securities convertible into common stock, as the case may be, of the reorganized savings institution pursuant to a subscription offering: (1) In which every eligible account holder may receive the right, subject to modification in the event of an over-subscription to the subscription offering by all eligible account holders, to purchase up to a maximum of one-half of one per cent of the total number of the shares of common stock or securities convertible into common stock, as the case may be, being offered by the reorganized savings institution; (2) in which every eligible account holder, regardless of such account holder's relationship to the reorganized savings institution, may participate at the same time as every other eligible account holder; and (3) which offering shall precede any offering of the reorganized savings institution's common stock or securities convertible into common stock, as the case may be, to the members of the general public. The terms of the subscription offering may provide that any savings account with total balances of less than five hundred dollars, or any lesser amount as determined by the governing board of the reorganized savings institution, shall not constitute a qualifying deposit for participation in the subscription offering. Not later than fifteen days from the date of submission to the commissioner of a plan outlining the terms of the subscription offering, the reorganized savings institution shall mail by first class mail a notice to each eligible account holder as of the eligibility record date indicating that: (A) The governing board of the reorganized savings institution has approved the sale of a certain number of shares of common stock or securities convertible into common stock, as the case may be; (B) such eligible account holder shall have nontransferable rights to subscribe for shares of the common stock or securities convertible into common stock, as the case may be, of the reorganized savings institution; (C) the holders of capital stock of the reorganized savings bank shall have exclusive voting rights; (D) the right to subscribe to shares of common stock or securities convertible into common stock, as the case may be, will expire unless such rights are exercised by the eligible account holder within the time period specified in such notice, which date shall not be less than sixty days from the date of the submission to the commissioner of the plan outlining the terms of the subscription offering; and (E) in order to obtain further information with respect to the subscription offering, the eligible account holder shall indicate such eligible account holder's interest to the reorganized savings institution by returning a postage prepaid expression of interest sent by the reorganized savings institution not later than the date set forth in the notice, which date shall be not less than thirty days from the date of the submission to the commissioner of the plan outlining the terms of the subscription offering. In mailing such notice to eligible account holders, the reorganized savings institution may rely upon the last-known valid address of such account holder in its possession. The reorganized savings institution shall have no further obligation to forward information regarding the conversion offering to eligible account holders who have not returned postage prepaid expressions of interest or responded otherwise in writing to such notice.

(b) The provisions of subsection (a) of this section shall not be applicable to any sale or offer to sell of the common stock or securities convertible into common stock of a reorganized savings institution which sale or offer to sell: (1) Is made solely to the mutual holding company of such reorganized savings institution; or (2) is made subsequent to a prior sale or offer to sell of the common stock or securities convertible into common stock of the reorganized savings institution which sale or offer to sell was made in accordance with subsection (a) of this section and in which the number of shares offered for sale would have constituted twenty per cent of the total authorized and outstanding shares of common stock of the reorganized savings institution if all of such shares had been sold in such offering and, in the case of securities convertible into common stock, if all of such stock had been immediately converted to common stock.

(c) The provisions of sections 36a-105 and 36a-108 shall apply to the issuance of shares of common stock or shares of securities convertible into common stock only by a reorganized savings institution.

(d) A reorganized savings institution that issues or has issued and outstanding any common stock, securities convertible into common stock or preferred stock to any persons other than the mutual holding company of which it is a subsidiary shall file, together with its mutual holding company, in the manner set forth in this subsection, consolidated financial statements and periodic and other reports whether or not required under federal law. Such consolidated financial statements and periodic and other reports shall include all information required under, and shall be prepared in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted pursuant thereto. In addition, the reorganized savings institution shall prepare for mailing to each shareholder proxy materials in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted pursuant thereto. If such consolidated financial statements, reports or proxy materials are required to be filed with any federal authority or agency pursuant to federal law, there shall be no concurrent state filing requirement. If such consolidated financial statements, reports or proxy materials are not required to be filed with any federal authority or agency, copies of such consolidated financial statements, reports or proxy materials shall be filed with the commissioner and be a public record. For purposes of this subsection, a reorganized savings institution shall be deemed to have issued securities whether such securities are privately placed or publicly underwritten.

(P.A. 85-330, S. 6, 14; P.A. 94-122, S. 87, 340; P.A. 96-271, S. 203, 254; P.A. 97-223, S. 6, 8; P.A. 14-89, S. 43.)

History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142ee transferred to Sec. 36a-196 in 1995; P.A. 96-271 amended Subsec. (c) to delete exception providing that the reorganized savings institution does not have the right otherwise provided in Sec. 33-343(f) to limit or deny preemptive rights as to shares of its common stock or shares of securities convertible into its common stock, effective January 1, 1997; P.A. 97-223 added reference to Secs. 36a-192 to 36a-199, inclusive, in Subsec. (a), effective June 24, 1997; P.A. 14-89 amended Subsec. (a) to redesignate Subdivs. (1) to (5) re notice to each eligible account holder as Subparas. (A) to (E), effective June 3, 2014.