N.Y. Comp. Codes R. & Regs. tit. 3 § 110.3

Current through Register Vol. 46, No. 43, October 23, 2024

Section 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 662/3% 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.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 110.3