New York Codes, Rules and Regulations › Title 3 - BANKING › Supervisory Policies and Procedures › Savings Banks › Supervisory Procedure 110 - Merger of Savings and Loan Association or Savings Bank into Savings Bank › Section 110.3 - Exhibits

Current through Register Vol. 46, No. 28, July 10, 2024
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.