Offers and sales of bank issued securities in connection with the dissolution of the holding company of the bank are exempt from the registration and prospectus requirements of § 16.3 pursuant to § 16.5(h), provided all of the following requirements are met:
(a)
The offer and sale of bank-issued securities occurs solely as part of a dissolution in which the security holders exchange their shares of stock in a holding company that had no significant assets other than securities of the bank, for bank stock;
(b)
The security holders receive, after the dissolution, substantially the same proportional share interests in the bank as they held in the holding company;
(c)
The rights and interests of the security holders in the bank are substantially the same as those in the holding company prior to the transaction; and
(d)
The bank has substantially the same assets and liabilities as the holding company had on a consolidated basis prior to the transaction.
Code of Federal Regulations
[73 FR 22243, Apr. 24, 2008]