Final Notice of Conversion Out

Office of the Comptroller of the Currency
OMB no. 1557-0014
Expiration date: See www.occ.gov

Final Notice of Conversion Out
General Information and Instructions
Preparation and Use
This notice is used to effect a transaction under 12 CFR 5.25 for conversion of a national bank to
a state bank or state savings association or of a federal savings association to a state savings
association or state bank.
All questions must be answered with complete and accurate information that is subject to
verification. If the answer is “none,” “not applicable,” or “unknown,” so state. Answers of
“unknown” should be explained.
The questions in the notice are not intended to limit the applicant’s presentation nor are the
questions intended to duplicate information supplied on another form or in an exhibit. For such
information, a cross reference to the information is acceptable. Any cross-reference must be
made to a specific cite or location in the documents, so the information can be found easily.
Supporting information for all relevant factors, setting forth the basis for the applicant’s
conclusions, should accompany the notice. The regulatory agency may request additional
information.
This notice form collects information that the Office of the Comptroller of the Currency (OCC)
will need to evaluate a final conversion out notice. The OCC must consider the applicable
regulatory requirements, when acting on this notice. For additional information regarding the
regulatory requirements, as well as processing procedures and guidelines and any supplemental
information that may be required, refer to the OCC’s procedural guidelines in the Comptroller’s
Licensing Manual. The applicant may contact the OCC directly for specific instruction or visit
the OCC’s Web site at www.occ.gov.
Notice of Publication
Generally, public notice under 12 CFR 5.8 does not apply to a conversion out, unless the OCC
determines that the notice presents a significant or novel policy, supervisory, or legal issue where
a public notice is considered necessary. A public notice also may be required where a conversion
notice is accompanied by a second notice that requires a publication notice under 12 CFR 5.8. In
this instance, a public notice describing the entire transaction may be necessary to ensure the
public has a full understanding of the entire transaction.
If a notice is required, the applicant must publish notice of the proposed conversion out in a
newspaper of general circulation in the community or communities in which the applicant
proposes to engage in business. The OCC will provide specific requirements for the notice of
publication.

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Submission
In addition to an original and the appropriate number of signed copies, submit an electronic copy
of the information in the notice, especially of the business plan’s financial projections, if
applicable. For e-mail submissions, contact the OCC for instructions and information about
secure transmission of confidential material.
Confidentiality
Any applicant desiring confidential treatment of specific portions of the notice must submit a
request in writing with the notice. The request must discuss the justification for the requested
treatment. The applicant’s reasons for requesting confidentiality should specifically demonstrate
the harm (for example, loss of competitive position, invasion of privacy) that would result from
public release of information (5 USC 552 or relevant state law). Information for which
confidential treatment is requested should be (1) specifically identified in the public portion of
the notice (by reference to the confidential section); (2) separately bound; and (3) labeled
“Confidential.” The applicant should follow the same procedure when requesting confidential
treatment for the subsequent filing of supplemental information to the notice. Contact the OCC
for any further questions regarding requests for confidential treatment.

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FINAL NOTICE OF CONVERSION OUT
Applicant
_____________________________________________________________________
Name
Charter no.
_____________________________________________________________________
Current street address
_____________________________________________________________________
City
County
State
Zip code

Parent Company Identifying Information (if applicable)
_____________________________________________________________________
Name
_____________________________________________________________________
Street
_____________________________________________________________________
City
State
Zip code

Contact Person
_____________________________________________________________________
Name
Title
_____________________________________________________________________
Employer
_____________________________________________________________________
Street
_____________________________________________________________________
City
State
Zip code
_____________________________________________________________________
Telephone no.
Fax no.
E-mail address
1. Overview
Provide the following information:
Converted to:
□ State bank
□ State savings association
Effective date of conversion:
New bank name:

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2. Other Information
•

•

Submit all OCC and/or OTS reports of examination, and any related correspondence. If not
returned, the bank must certify that these documents have been destroyed. The notice must
also include the charter certificate or charter document, any branch authorizations, and any
letter of trust authority. If these documents cannot be located, the notice must certify that the
documents cannot be located.
For federal savings associations only, if applicable, applicant must certify that the resulting
institution will assume the federal savings association’s liquidation account established
pursuant to 12 CFR 192.450.

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OCC CERTIFICATION
I certify that the bank’s board of directors, shareholders or a designated official has
authorized the filing of this notice. I certify that the information contained in this notice has
been examined carefully and is true, correct, complete and current as of the date of this
submission.
I acknowledge that any misrepresentation or omission of a material fact with respect to this
notice, any attachments to it, and any other documents or information provided in connection
with this notice may be grounds for the OCC to require cessation of the proposed activity, and
may subject the undersigned to legal sanctions, including the criminal sanctions provided for in
Title 18 of the United States Code.
I acknowledge that the activities and communications by OCC employees in connection with the
filing do not constitute a contract, express or implied, or any other obligation binding upon the
OCC, the United States, any agency or entity of the United States, or any officer or employee of
the United States, and do not affect the ability of the OCC to exercise its supervisory, regulatory
and examination authorities under applicable law and regulations. I further acknowledge that the
foregoing may not be waived or modified by any employee or agent of the OCC or the United
States.

_______________________________________
President or other authorized officer
_______________________________________
Typed name
_______________________________________
Title
_______________________________________
Employer

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