La. Admin. Code tit. 10 § VII-511

Current through Register Vol. 50, No. 11, November 20, 2024

Section VII-511 - Contents of Reorganization Plans

A. Each reorganization plan shall contain a complete description of all significant terms of the proposed reorganization, and shall include or provide all of the following:

1. any stock issuance plan proposed in connection with the reorganization plan;

2. an opinion of counsel or a ruling from the Internal Revenue Service as to the tax treatment of the proposed reorganization;

3. the proposed articles of incorporation and bylaws of: the reorganizing association, the resulting savings bank, the mutual holding company, and any acquires savings bank indicating that such acquires will be in the stock form;

4. a description of the method of reorganization;

5. that upon consummation of the reorganization, substantially all of the assets and liabilities, including all deposit accounts of the reorganizing savings bank, shall be transferred to the resulting savings bank, which shall immediately become an operating savings bank subsidiary of the mutual holding company;

6. that all assets, rights, obligations and liabilities of whatever nature of the reorganizing savings bank that are not expressly retained by the mutual holding company shall be deemed transferred to the resulting savings bank;

7. that each holder of a deposit account in the reorganizing savings bank or any acquires savings bank immediately prior to the reorganization shall, upon consummation of the reorganization, receive without payment, an identical deposit account in the resulting savings bank or the acquires savings bank, or as appropriate if savings banks are being merged;

8. that a proxy that may be cast on behalf of a mutual savings bank member may be cast on behalf of a mutual holding company member until the proxy is revoked or superseded pursuant to the articles and bylaws of the institution;

9. that the reorganization plan adopted by the boards of directors of the reorganizing savings bank and any acquires savings bank may be:

a. amended by those boards of directors as a result of any regulator's comments prior to any solicitation of proxies from the members by the board of directors of the reorganizing savings bank and any acquires savings bank to vote on the reorganization plan and at any later time with the consent of the commissioner; and/or

b. terminated by the board of directors of the reorganizing savings bank or any acquires savings bank at any time prior to the meeting of the members called to consider the reorganization plan and at any later time with the consent of the commissioner;

10. that the reorganization plan shall be terminated if not completed within a specified period of time which shall be not more than 12 months from the date the savings bank members approve the plan, unless extended up to an additional 12 months with the prior written approval of the commissioner for good cause shown;

11. a statement, in approximate amounts, of the categories of expenses to be incurred in connection with the reorganization, which shall be reasonable; and

12. such additional information as the commissioner directs.

La. Admin. Code tit. 10, § VII-511

Promulgated by the Department of Economic Development, Office of Financial Institutions, LR 21:1073 (October 1995).

AUTHORITY NOTE: Promulgated in accordance with R.S. 6:1141.