Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart J - SAVINGS BANK HOLDING COMPANIES › Section 1075.1120 - Contents of Reorganization Plans

Current through Register Vol. 48, No. 28, July 12, 2024
Each Reorganization Plan shall contain a complete description
				  of all the significant terms of the proposed reorganization, shall attach and
				  incorporate any Stock Issuance Plan proposed in connection with the
				  Reorganization Plan, and shall:
a)
				Provide for amendment of the charter and bylaws of the reorganizing savings
				bank in accordance with this Subpart and attach and incorporate the charter and
				bylaws;
b) Provide for the
				incorporation and organization of the resulting savings bank in accordance with
				this Subpart and attach and incorporate all required material;
c) Provide for amendment of the charter and
				bylaws of any acquiree savings bank to read in the form of the charter and
				bylaws of a stock savings bank and attach and incorporate the charter and
				bylaws;
d) Provide for the transfer
				of assets and liabilities pursuant to Section 2007(a)(2) of the Act and this
				Subpart from the reorganizing savings bank to the resulting savings
				bank;
e) Provide 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;
f) Provide that each depositor in the
				reorganizing savings bank, any acquiree savings bank, or any pre-existing
				depository institution immediately prior to the reorganization shall upon
				consummation of the reorganization receive without payment, an identical
				account in the resulting savings bank or the acquiree savings bank, as the case
				may be (appropriate modifications shall be made to this provision if a merger
				is a part of the reorganization);
g) Provide that the Reorganization Plan as
				adopted by the boards of directors of the reorganizing savings bank, any
				acquiree savings bank and any pre-existing depository institution may be
				substantively amended by those boards of directors as a result of comments from
				regulatory authorities or otherwise prior to the solicitation of proxies from
				the members of the reorganizing savings bank and any acquiree savings bank or
				stockholders of any pre-existing depository institution to vote on the
				Reorganization Plan and at any time thereafter with the concurrence of the
				Director; and that the reorganization may be terminated by the board of
				directors of the reorganizing savings bank, any acquiree savings bank or any
				pre-existing depository institution at any time prior to the meeting of the
				members or stockholders called to consider the Reorganization Plan and at any
				time thereafter with the concurrence of the Director; the Director shall concur
				with an amendment or termination under this Section unless he or she finds that
				to do so would be inequitable to members or injurious to a savings
				bank;
h) Provide that the
				Reorganization Plan shall be terminated if not completed within a specified
				period of time. The time period shall not be more than 24 months from the date
				upon which the members of the reorganizing savings bank or the date upon which
				the members of any acquiree savings bank, or stockholder of any pre-existing
				depository institution, whichever is earlier, approve the Reorganization Plan
				and may not be extended by the reorganizing or acquiree savings bank or the
				pre-existing depository institution; and
i) Provide that the expenses incurred in
				connection with the reorganization shall be reasonable.