17:16J-5 - Plan; supervisory acquisition; authorization of execution; contents
17:16J-5. Plan; supervisory acquisition; authorization of execution; contents
If a supervisory acquisition is to take place, two-thirds of the members of the board of directors or managers of each company or depository which seeks to acquire another depository pursuant to this act, and two-thirds of the members of the board of directors or managers of a depository which is to be acquired shall authorize the execution of a plan of acquisition, which shall be submitted to the commissioner and which shall contain:
a. The name and address of the acquiring company or depository;
b. The name and address of the depository or depositories to be acquired;
c. The name by which the acquired depository will be known after the acquisition is effected;
d. The names of the persons who are directors or managers of the acquiring company or depository;
e. The names of the persons who will be directors or managers of the acquiring company or depository;
f. The names of the persons who will be directors of the acquired depository;
g. The names of the persons who will be officers of the acquired depository;
h. The locations then occupied by the principal offices and branches of the acquired depository;
i. The locations at which the principal office and the branch offices of the acquired depository are to be maintained;
j. The effective date of the acquisition;
k. If the acquired depository will be a stock depository, the amount of the capital stock, the classes of stock to be issued, the number of shares into which it will be divided, the par value, if any, of each share, and the amount of surplus which the acquired depository will have after the acquisition is effected;
l. If the acquired depository is to be a mutual depository, the amount of reserves, surplus, and capital deposits which it will have after the acquisition is effected;
m. The terms and conditions of the acquisition, and the mode of carrying it into effect, including the manner of exchanging the shares, capital notes, or cash of the acquired depository or the means of effecting the bulk purchase of assets of the acquired depository;
n. If an acquiring mutual depository or an acquired mutual depository is to convert to stock as an incident of the acquisition, the basis upon which the conversion will be effected;
o. The names and addresses of all depositories, some or all of whose shares of capital stock are owned by the acquiring depository or company, with the total number of shares of each depository issued and outstanding, and the number of shares of each depository owned by the acquiring company or acquiring depository;
p. Any other provision which may be necessary to effect the acquisition.
The commissioner, if he deems the supervisory acquisition to be in the public interest, may waive the provisions of any law or regulation pertaining thereto, including, but not limited to, any regulation which would restrict the purchasing institution's ability to make the purchase because the cost of the acquisition would exceed an established percentage of the purchasing institution's capital stock and surplus. The acquired depository shall be a subsidiary and shall be governed by any laws under which organized.
If, after the initial acquisition, the parent depository or company desires to effect a merger with the subsidiary depository, it shall make application for a merger, which may be approved by the commissioner if he deems it to be in the public interest. The merger shall be effected pursuant to the provisions of this act, except that the subsidiary depository need not meet the test established by section 2 of this act.
L.1982, c. 8, s. 5, eff. March 4, 1982.