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e-CFR
Data is current as of May 23, 2011

Title 12:
Banks and Banking
PART 563—SAVINGS ASSOCIATIONS—OPERATIONS

Subpart C—Securities and Borrowings

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§ 563.76   Offers and sales of securities at an
office of a savings association.

(a) A saving association may not offer or sell debt or equity
securities issued by the association or an affiliate of the association at
an office of the association; except that equity securities issued by the
association or an affiliate in connection with the association's
conversion from the mutual to stock form of organization in a conversion
approved pursuant to part 563b of this chapter may be offered and sold at
the association's offices: Provided, That:

(1) The Regional Director does not object on supervisory grounds that
the offer and sale of the securities at the offices of the
association;

(2) No commissions, bonuses, or comparable payments are paid to any
employee of the savings association or its affiliates or to any other
person in connection with the sale of securities at an office of a savings
association; except that compensation and commissions consistent with
industry norms may be paid to securities personnel of registered
broker-dealers;

(3) No offers or sales are made by tellers or at the teller counter, or
by comparable persons at comparable locations;

(4) Sales activity is conducted in a segregated or separately
identifiable area of the savings association's offices apart from the area
accessible to the general public for the purposes of making or withdrawing
deposits;

(5) Offers and sales are made only by regular, full-time employees of
the savings association or by securities personnel who are subject to
supervision by a registered broker-dealer;

(6) An acknowledgment, in the form set forth in paragraph (c) of this
section, is signed by any customer to whom the security is sold in the
savings association's offices prior to the sale of any such
securities;

(7) A legend that the security is not a deposit or account and is not
federally insured or guaranteed appears conspicuously on the security and
in all offering documents and advertisements for the securities; the
legend must state in bold or other prominent type at least as large as
other textual type in the document that “This security is not a deposit or
account and is not federally insured or guaranteed”; and

(8) The savings association will be in compliance with its current
capital requirements upon completion of the conversion stock offering.

(b) Securities sales practices, advertisements, and other sales
literature used in connection with offers and sales of securities by
savings associations shall be subject to §563g.10 of this chapter.

(c) Offers and sales of securities of a savings association or its
affiliates in any office of the savings association must use a one-page,
unambiguous, certification in substantially the following form:

FORM OF CERTIFICATION

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED, AND IS NOT GUARANTEED BY [ insert name of savings
association ] OR BY THE FEDERAL GOVERNMENT.

If anyone asserts that this security is federally insured or
guaranteed, or is as safe as an insured deposit, I should call the Office
of Thrift Supervision Regional Director [insert Regional Director's name
and telephone number with area code].

I further certify that, before purchasing the [ description of
security being offered ] of [ name of issuer, name of savings
association and affiliation to issuer (if different) ], I received an
offering circular.

The offering circular that I received contains disclosure concerning
the nature of the security being offered and describes the risks involved
in the investment, including:

[ List briefly the principal risks involved and cross reference
certain specified pages of the offering circular where a more complete
description of the risks is made.
]
Signature:____________________
Date:____________________

(d) For purposes of this section, an “office” of an association means
any premises used by the association that are identified to the public
through advertising or signage using the association's name, trade name,
or logo.

[57 FR 46088, Oct. 7, 1992]

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