Merger Of Savings And Loan Association Or Savings Bank Into Savings Bank
Please refer to the Department"s Application Fee Schedule to determine the proper fee for the application being filed.
UNOFFICIAL COPY: Supervisory Procedure SB 110 --
110.2 Information Required In The Application.
110.4 Additional Documents.
110.5 Confidential Information.
History: Procedure filed Aug. 8, 1969; amds. filed: April 28, 1971; Sept. 21, 1971; Nov. 29, 1977; Feb. 23, 1984 eff. Feb. 23, 1984. Amended 110.2.
SB 110 - § 110.1 -- General Information.
(a) The instructions set forth in this Procedure shall apply to a merger proposed pursuant to Banking Law, section 600(2) and (4), where the surviving institution is a savings bank.
(b) A separate application shall be filed with respect to each merger for which the approval of the Superintendent is sought and eight copies thereof, together with all exhibits thereto, including two executed copies of the exhibits referred to in section 110.3(a)-(c) of this Procedure, shall be filed with the Superintendent of Financial Services, One State Street, New York, N.Y. 10004. The application shall contain the information specified in sections 110.2 and 110.3 of this Procedure and shall be accompanied by a check payable to the order of "Superintendent of Financial Services of the State of New York". Inquiries concerning the preparation of the application should be addressed to the Superintendent.
(c) The approvals required by this subdivision shall be obtained before the application for the Superintendent"s approval is submitted:
(1) The plan of merger shall be approved, in the manner prescribed by Banking Law, section 601(3), by the board of trustees of each savings bank and the board of directors of each association which is a party to the merger.
(2) If any party to be merged is an association, the plan of merger shall be approved at a meeting held upon not less than 30 days" written notice to each shareholder by the vote, in person or by proxy, of at least 66 2/3 percent of all the votes cast at the meeting (the voting rights of shareholders to be determined as prescribed in the bylaws of the association). Notice of the shareholders" meeting, together with any proxy material, shall be served personally upon or mailed to each shareholder of the association at his last known address and shall contain a statement of the time and place of the meeting, a full and clear statement of the purpose of the meeting and the effect of the proposed merger, if consummated, upon the shareholders" right to vote on matters affecting the management of the surviving institution.
(d) Approval by the Superintendent will be conditioned in all cases upon the insurance by the Federal Deposit Insurance Corporation of deposit accounts acquired as a result of the merger to the extent permitted by Federal law.
(e) If the surviving savings bank plans to maintain as a branch one or more offices or maintain as its principal office the principal office of any bank or association being merged, the plan of merger must specifically provide therefor as required by Banking Law, section 240(2)(f).
(f) After the merger, the powers of the surviving savings bank, including its powers to receive new deposits, make new loans and undertake new borrowings, will be subject to the laws governing savings banks, except to the extent it has, as a result of the merger, succeeded to certain deposits, loans and borrowings which are legal for an association but not legal for a savings bank. While the surviving bank will ordinarily be required to dispose of such deposits, loans and borrowings within two years after the date of the merger, it may discharge any legal obligations previously undertaken by the association in connection with such nonconforming deposits, loans and borrowings. The plan of merger must specifically describe, by type and amount, such nonconforming deposits, loans and borrowings, and indicate the manner in which they are to be disposed of by the surviving savings bank.
(g) The Superintendent reserves the right to require additional information in connection with the application. The applicants may, of course, submit any information in addition to that required by this Procedure which they deem pertinent to the application.
(h) Unless otherwise indicated, all statistical data required to be submitted in the application (e.g., as to deposits and loans) shall be furnished as of the December 31st preceding the date of submission.
SB 110 - § 110.2 -- Information Required In The Application.
(a) General information. Set forth the name and address of the applicants; the name and address of the officer to whom all communications from the Department should be addressed; and the date or proposed date of filing of any required applications or other documents with the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
(b) Banking offices. List the name and address of the principal office of each party to the proposed merger and of the surviving bank; the branch office locations of each party; the road distance between the nearest offices of each party and the offices, if any, which will be closed if the application is approved.
(c) Deposits. (1) Number and volume. List in tabular form the number of accounts and dollar amount of deposits of each party to the merger, by type of account and type of depositor, as of December 31st for each of the preceding three years.
(2) Primary and secondary service areas. Indicate the deposits, by number of accounts and dollar amount, which originate in the primary service area and the secondary service area, respectively, of each party to the merger. This computation should also be made for any office if the service area thereof is reasonably close to or overlaps any service area of the other party or any of its offices. The term primary service area, of a bank, association or any office thereof, means the area from which is derived approximately 75 percent of the dollar amount of deposits based on the record addresses of the depositors thereof. (1) The term secondary service area, of a bank, association or any office thereof, means the area contiguous to but outside of the primary service area from which is derived approximately an additional 15 percent of the dollar amount of deposits based on the record addresses of the depositors thereof. (2)
1 The computation may be based on a fair sampling of accounts.
2 The computation may be based on a fair sampling of accounts.
(3) Overlap. Indicate the deposits, by number of accounts and dollar amount, that each party to the merger draws from the primary and secondary service areas of the other, separately itemized for savings and other time deposits.
(4) Rates. For each party, describe the rates paid on savings and other time deposits and the methods of computation. If any of the rates or the methods of computation differ between the parties to the merger, include a statement specifically indicating how the differences will be resolved if the application is approved.
(1) Breakdown of loans. For each party, list in tabular form for each of the preceding three calendar years the breakdown of all major types of loans outstanding on each December 31st. The breakdown should be by number and dollar amount of loans on properties located (a) without New York State; (b) within New York State; and (c) within such party"s primary and secondary service areas. Major types of loans should include at least the following categories:
(i) FHA and VA loans on one-and two-family residences;
(ii) conventional loans on one-and two-family residences;
(iii) FHA and VA loans on other residential properties;
(iv) conventional loans on other residential properties; and
(v) nonresidential mortgage loans.
(2) Overlap. Indicate the outstanding mortgage loans, by number and dollar amount, of each party to the merger on properties located in the primary and secondary service areas of the other party, separately itemized for each major type of loan.
(3) Loan policies. Describe the policies of each party with respect to the rates charged and the maximum maturities and maximum loan-value ratios on the major types of loans offered by such party. If any of the policies differ between the parties to the merger, include a statement specifically indicating how the differences will be resolved if the application is approved.
(4) Participations. List the loan participations, by number and dollar amount, which each party to the merger has originated or participated in during the three preceding calendar years and the amount of such party"s participation. List the participants in each such case.
(e) Other information.
(1) Economic characteristics. Describe the economic characteristics of each party"s primary and secondary service areas and the population and average income, growth trend during the preceding 10-year period and current economic outlook thereof.
(2) Management. List the names, ages and salaries of the senior executive and administrative officers of each party to the merger, including the composition of the board of trustees or board of directors and any advisory or similar committee, together with a brief summary of the educational background, banking experience and other qualifications of each such officer. Provide similar information with respect to the proposed management of the surviving savings bank. If management succession is a problem for any party to the merger, indicate specifically what attempts have been made in recent years to recruit management personnel and state how the merger is expected to solve the management succession problem.
(3) Inducements. State whether any consideration, monetary or otherwise, has been paid, given or offered to any shareholder, director, trustee or officer of any party, or to any other person, as compensation or inducement for assistance in consummating the proposed merger, and the details thereof and reasons therefor.
(f) Reasons for approval. Include a separate statement setting forth in detail the reasons why the applicants believe the application should be approved, including a discussion as to:
(1) whether the proposed merger will meet specific needs for banking services in the designated service areas which are not now being met;
(2) the competitive consequences of the proposed merger within the designated service areas; and
(3) the manner in which the proposed merger will otherwise serve the public interest.
SB 110 - § 110.3 -- Exhibits.
The following exhibits shall be filed as part of the application:
(a) Plan of merger, setting forth the terms and conditions of the merger, executed by each party to the merger and otherwise complying with the requirements of Banking Law, section 601.
(b) Copies of resolutions adopted by the board of directors of each association to be merged and by the trustees of each savings bank which is a party to the merger, certified in each case, by the president or secretary of the association or bank, that the meeting was held and the plan of merger adopted in compliance with the requirements of Banking Law, section 601(3).
(c) If any party to the merger is an association, a copy of the minutes of a meeting of the shareholders thereof at which the plan of merger was approved, including attached copies of the notice to shareholders, proxy material and plan of merger in the form submitted to the shareholders. The president or secretary of the association shall certify that (i) the notice to shareholders and proxy material were served personally or mailed to each shareholder at his last known address at least 30 days prior to the shareholders" meeting, and (ii) the plan of merger in the form attached was the plan submitted to the shareholders at such meeting, and was approved at the meeting by the vote, in person or by proxy, of at least 66-2/3% of all the votes cast at the meeting. Such certificate shall also indicate the actual vote of the shareholders for and against the plan of merger.
(d) A statement as of the preceding December 31 of the assets and liabilities of each party to the merger and, on a pro forma basis, of the surviving savings bank.
(e) Copies of the income and expense reports of each party to the merger (as reported to the supervisory authorities) for each of the three preceding calendar years and, on a pro forma basis, of the surviving savings bank for the preceding calendar year.
(f) A statement showing a 12-months" projection for the surviving savings bank of (1) the asset structure, (2) the indicated yield for each asset category and for total assets, (3) earnings, (4) book net worth, (5) ratio of book net worth to total assets, and (6) liquidity. Describe any anticipated material changes in the business of the surviving savings bank which will affect projected net worth.
(g) Maps, indicating (1) the primary and secondary service areas of each party to the merger, (2) the location of the respective offices of each of the parties and (3) the location, except in the case of a service area wholly within New York City, of every commercial bank, savings bank and savings and loan association office located in or near such primary and secondary service areas. A key to office numbers, scale of miles and compass points should be provided.
(h) Copy of the proposed by-laws for the surviving bank.
(i) Copies of any agreements, in addition to the plan of merger, relating to the merger.
SB 110 - § 110.4 -- Additional Documents.
The following additional documents shall be submitted to the Superintendent as they become available to the parties:
(a) Copies of all approvals obtained pursuant to Federal law and regulations.
(b) Opinion of counsel for each party to the merger as to compliance of that party with all requirements of Federal and State law in connection with the merger.
SB 110 - § 110.5 -- Confidential Information.
The following information is considered confidential and should be furnished on separate pages which can be detached from the rest of the application:
(a) that portion of the plan of merger which specifically describes nonconforming deposits, loans and borrowings (see section 110.1(f)), as required;
(b) the computation of deposits for any office of each party to the merger required by section 110.2(c)(2);
(c) the listing of loan participations and loan participants required by section 110.2(d)(6);
(d) the information required by section 110.2(e)(2);
(e) the income and expense reports required by section 110.3(e);
(f) the statement required by section 110.3(t).