Rhode Island § 19-8-4 - Depository Change in Control Act

§ 19-8-4. Contents of application.

Except as otherwise provided, an application filed pursuant to this section shall contain the following information:

(1) The identity, personal history, business background, and experience of each person by whom or on whose behalf the acquisition is to be made, including the person’s material business activities and affiliations during the past five (5) years, a description of any material pending legal or administrative proceedings in which he or she is a party, and any pending or prior criminal indictment or conviction of the person by a state or federal court;

(2) A statement of the assets and liabilities of each person by whom, or on whose behalf, the acquisition is to be made, as of the end of the fiscal year for each of the five (5) years immediately preceding the date of the application, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied, and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than ninety (90) days prior to the date of the filing of the application;

(3) The terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made;

(4) The identity, source, and amount of the funds or other consideration used, or to be used, in making the acquisition, and if any part of these funds or other consideration has been, or is to be, borrowed or otherwise obtained for the purpose of making the acquisition, a description detailing the transaction, the names of the parties, and any arrangements, agreements, or understandings with these persons;

(5) Any plans or proposals that any acquiring party making the acquisition may have to liquidate the regulated institution, to sell its assets or merge it with any company, or to make any other major change in its business or corporate structure or management;

(6) The identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on his or her behalf, to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition, and a description of the terms of the employment, retainer, or arrangement for compensation;

(7) Copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition;

(8) Any additional information in the form that the director, or the director’s designee, may require;

(9) Evidence that a majority of the shares of stock entitled to vote of the financial institution whose shares of voting stock are to be acquired have approved the change of control at a meeting called for that purpose or in writing.