Sec. 8004. Merger; adoption of plan.

523 words·~2 min read·/il/chapter-205/act-205/8004·

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(a)Any depository institution may merge into a savings bank operating under this Act, and a savings bank operating under this Act may merge into a depository institution. The board of directors of each merging depository institution, by resolution adopted by a majority vote of all members of the board, must approve the plan of merger.

(b)The plan of merger must include the following:

(1)The name of each of the merging depository institutions, the name of the continuing

savings bank or resulting depository institution, the location of the business office, and the location of the branch offices.

(2)With respect to the resulting savings bank or resulting depository institution, the

amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock and the par value of each share; the charter and bylaws of the resulting depository institution or savings bank; and a detailed financial Statement showing the assets and liabilities after the proposed merger.

(3)Provisions stating the method, terms, and conditions of carrying the merger into

effect, including the manner of converting the shares of the merging depository institutions into the cash, shares of stock, or other securities or properties Stated in the merger agreement to be received by the stockholders of each merging depository institution.

(4)Provisions governing the manner of disposing of any shares of stock of the resulting

savings bank or resulting depository institution that are not taken by the dissenting stockholders of each merging depository institution.

(5)Other provisions that appear necessary or desirable or that the Secretary may

reasonably require to enable him to discharge his duties with respect to the merger.

(c)After approval by the board of directors of each depository institution, the merger agreement shall be submitted to the Secretary for approval, together with the certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each merging depository institution. After receipt of the items specified herein, the Secretary may make or cause to be made an examination of the affairs of each of the merging depository institutions and their affiliates and subsidiaries, the expense of which is to be paid by the merging depository institutions.

(d)The Secretary may then approve or disapprove the proposed merger agreement. The Secretary shall not approve a merger agreement unless he finds that:

(1)The resulting savings bank meets the requirements of this Act for the formation of a

new savings bank at the proposed main office of the resulting savings bank.

(2)The same conditions exist with respect to the resulting savings bank that would be

required under this Act for the organization of a new savings bank.

(3)The merger agreement is fair to all persons affected.

(4)The resulting savings bank will be operated in a safe and sound manner.

(e)If the Secretary disapproves of the proposed merger, he shall State his objections in writing and give the merging depository institutions a Stated period of time in which to amend the plan of merger to address the objections.