2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 6.2. MUTUAL SAVINGS BANK HOLDING COMPANIES CHAPTER 2. REORGANIZING AS A MUTUAL SAVINGS BANK HOLDING COMPANY
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IC 28-6.2-2
Chapter 2. Reorganizing as a Mutual Savings Bank Holding
Company
IC 28-6.2-2-1
Procedures for reorganization
Sec. 1. A mutual savings bank may, upon application to and
approval by the department, reorganize as a mutual holding company
by:
(1) organizing one (1) or more subsidiary stock savings banks,
the ownership of which shall be evidenced by shares of stock to
be owned by the reorganizing parent savings bank and
transferring a substantial portion of its assets and all of the
insured deposits and part or all of its other liabilities to one (1)
or more subsidiary savings banks; or
(2) organizing a first tier subsidiary stock savings bank and
causing that subsidiary to organize a second tier subsidiary
stock savings bank and transferring, by merger of the
reorganizing savings bank with the second tier subsidiary, a
substantial portion of its assets, all of its insured deposits and
part or all of its other liabilities to the resulting savings bank at
which time the first tier subsidiary stock savings bank becomes
a mutual holding company.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-1.5
Reorganization as federal mutual holding company; approval of
department and primary federal regulator; required transactions
Sec. 1.5. (a) As used in this section, "primary federal regulator"
means the federal agency primarily responsible for the regulation of
mutual holding companies (as defined in IC 28-6.2-1-12).
(b) A mutual savings bank may, upon application to and with the
approval by the department and the primary federal regulator,
reorganize as a federal mutual holding company by undertaking a
transaction or series of transactions substantially similar to those set
forth in section 1 of this chapter.
As added by P.L.90-2008, SEC.39. Amended by P.L.27-2012,
SEC.91.
IC 28-6.2-2-2
Prerequisites to reorganization
Sec. 2. Before reorganizing into a mutual holding company, a
reorganizing savings bank shall do the following:
(1) Obtain approval of a reorganization plan by a majority of
the board of directors of the reorganizing savings bank.
(2) File the reorganization plan with the department.
(3) Obtain approval of a reorganization plan by an affirmative
vote of a majority of the voting members of the reorganizing
savings bank and any acquiree savings bank, at a regular or
special meeting of the members.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-2.5
Voting rights of voting parties
Sec. 2.5. The voting parties of a reorganizing mutual savings bank
have the voting rights set forth in IC 28-13-6-2 with respect to a
reorganization of a mutual savings bank under this chapter.
As added by P.L.11-1998, SEC.14.
IC 28-6.2-2-3
Approval or disapproval of reorganization plan; conditional
approval
Sec. 3. (a) Upon receipt of an application for a mutual holding
company reorganization under this article, the department may:
(1) accept the application for processing;
(2) request additional information to complete the application;
or
(3) return the application if it is substantially incomplete.
(b) A proposed reorganization plan must be approved or
disapproved by the department within ninety (90) days of its
acceptance by the department and, if approved, may be subject to any
conditions the department determines necessary.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-4
Grounds for disapproving reorganization plan application
Sec. 4. The department may disapprove an application for a
mutual holding company reorganization plan if any of the following
applies:
(1) The reorganization would result in unsafe or unsound
practices, or an unsafe or unsound financial institution.
(2) The applicant has not demonstrated that the reorganization
plan is fair to the members of the reorganizing savings bank.
(3) The reorganization plan does not protect the interests of the
deposit account holders of the reorganizing savings bank.
(4) The financial or managerial resources of the reorganizing
savings bank or any acquiree savings bank warrant disapproval.
(5) The mutual holding company or any savings bank subsidiary
would have inadequate capital.
(6) A stock issuance proposed in connection with the mutual
holding company reorganization plan fails to meet the standards
established by the department.
(7) The reorganizing savings bank or any acquiree savings bank
fails to furnish:
(A) information required in the reorganization plan; or
(B) any other information requested by the director
regarding the proposed reorganization plan.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-5
Requirements for approval of reorganization plan application
Sec. 5. (a) The department may not approve an application for a
mutual holding company reorganization unless the department finds,
after an appropriate investigation or examination, that the following
requirements have been satisfied:
(1) That the reorganizing savings bank and any acquiree savings
bank will operate in a safe, sound, and prudent manner.
(2) That the proposed reorganization will not result in a
reorganizing savings bank or any acquiree savings bank that has
inadequate capital, unsatisfactory management, or poor earnings
prospects.
(3) That the management or other principals of the mutual
holding company are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the mutual holding company that would result from the
execution of the reorganization plan.
(4) That the interests of the depositors and creditors and of the
public in general will not be jeopardized by the proposed
reorganization of the savings bank into a mutual holding
company.
(b) The department may conduct a public hearing to determine if
the requirements of this section have been satisfied.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-6
Articles of reorganization; filing
Sec. 6. After a mutual holding company reorganization plan is
approved by the department, the person applying for a mutual
holding company reorganization must file articles of reorganization
under IC 28-6.2-4, to effect the reorganization.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-7
Membership rights
Sec. 7. A mutual holding company that acquires a stock savings
bank other than a resulting savings bank or an acquiree savings bank
shall not confer any membership rights upon the depositors or
borrowers of that savings bank, unless the savings bank is merged
into a mutual savings bank from which the mutual holding company
draws members, in which case the depositors of the stock savings
bank shall receive the same membership rights as other depositors of
the savings bank into which the stock savings bank is merged.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-8
Reorganization plan requirements
Sec. 8. Each reorganization plan must:
(1) contain a description of all significant terms of the proposed
reorganization;
(2) include as an attachment and incorporate the following:
(A) Any proposed stock issuance plan.
(B) An opinion of counsel or a ruling from the federal
Internal Revenue Service and the department of state
revenue as to the federal and state tax treatment of the
proposed reorganization.
(C) A copy of the proposed articles of reorganization and
bylaws of the resulting savings bank.
(D) A description of the method of reorganization under this
chapter.
(E) A statement that, upon consummation of the
reorganization, certain assets and liabilities, including all
deposit accounts of the reorganizing savings bank, shall be
transferred to the resulting savings bank, which shall
immediately become a savings bank subsidiary of the mutual
holding company.
(F) A copy of any stock issuance plan that is proposed as
part of the reorganization plan.
(G) A summary of the expenses to be incurred in connection
with the reorganization.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-9
Transfer of assets, rights, obligations, and liabilities
Sec. 9. All assets, rights, obligations, and liabilities of a
reorganizing savings bank that are not expressly retained by the
mutual holding company shall be transferred to the resulting savings
bank.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-10
Identical deposit accounts
Sec. 10. Each person who holds a deposit account in a
reorganizing savings bank or any acquiree savings bank immediately
before the reorganization shall receive, upon consummation of the
reorganization, without payment, an identical deposit account in the
resulting savings bank or the acquiree savings bank.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-2-11
Amendment or termination of reorganization plan
Sec. 11. A reorganization plan adopted by the boards of directors
of the reorganizing savings bank and any acquiree savings bank may
be:
(1) amended by those boards as a result of any regulator's
comments:
(A) before any solicitation of proxies from the members to
vote on the reorganization plan; and
(B) at any later time with the consent of the director; or
(2) terminated by either board:
(A) at any time before the meeting at which the members
vote on the reorganization plan; or
(B) at any later time;
with the consent of the department.
As added by P.L.122-1994, SEC.101.
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