New York Codes, Rules and Regulations › Title 3 - BANKING › Supervisory Policies and Procedures › Commercial Banks › Supervisory Procedure 105 - Application for Approval of the Formation of a Bank Holding Company; the Expansion of an Existing Bank Holding Company; the Voting by a Bank Holding Company of the Stock of a Banking Subsidiary; A Merger; a Consolidation; or a Purchase of Assets › Section 105.3 - Exhibits and documents required

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Application for merger or acquisition of
				  assets
(1) Draft copies of each of the
				  following documents should be submitted to the Commercial Banks Division as
				  soon as practicable after the parties to the proposed merger or acquisition of
				  assets have reached agreement in principle to the proposal:
the plan of merger or acquisition of assets, together with
					 resolutions of the board of directors of each party to the plan approving its
					 terms and conditions. (Pursuant to Banking Law § 105-6, such plan should
					 stipulate which offices of each merged or selling institution will be continued
					 by the receiving or acquiring bank and should show the officially designated
					 address of each such office.);
notice of stockholders' meetings, form of proxy, and letter
					 as to compliance with Banking Law § 6009(9) (relating to persons
					 disqualified to act as proxies);
letter to stockholders describing the proposal, or a proxy
					 statement as may be required by Federal regulation;
proposed stockholders' resolutions;
oath of inspectors of stockholders' meetings;
reports of inspectors of stockholders' meetings;
certificate of compliance of each party to the plan, as
					 shall be required by Banking Law §§ 136, 136-a, 601, or 601-a;
Certificate of Amendment of Organization Certificate, if an
					 amendment to the receiving or acquiring bank's charter is to be made.
(2) After the stockholders of the
				  parties to the plan have acted, the following documents are to be submitted to
				  the Superintendent, together with the application:
five executed copies of the plan of merger or acquisition,
					 together with one certified copy of the resolution of the board of directors of
					 each party to the plan approving its terms and conditions
final copies of: notice of stockholders' meetings; form of
					 proxy; and letter to stockholders or proxy statement
letter, signed by a duly authorized officer of each party
					 to the plan, as to compliance with Banking Law § 6009(9) (relating to
					 persons disqualified to act as proxies)
letter stating that the appropriate Federal supervisory
					 authority has approved the proxy statement if a proxy statement is
					 required
affidavit of each party to the plan that the required
					 notice of stockholders' meeting, form of proxy, and letter to stockholders, or
					 proxy statement, have been duly mailed to each stockholder; the affidavit
					 should state the date or dates of mailing and that the notice, form of proxy,
					 and letter or proxy statement were mailed to each stockholder at his address as
					 it appears on the record of stockholders, or, if he shall have filed with the
					 secretary of the corporation a written request that notices to him be mailed to
					 some other address, then directed to him at such other address
affidavit of publication of notice of stockholders'
					 meetings
certified copy of the resolution adopted by the
					 stockholders of each party to the plan
copy of oath of inspectors of stockholders' meeting from
					 each party to the plan
copy of report of inspectors of stockholders' meeting from
					 each party to the plan
five executed copies of the certificate of compliance of
					 each party to the plan, as shall be required by Banking Law §§ 136,
					 136-a, 601 or 601-a
five executed copies of the Certificate of Amendment of
					 Organization Certificate of the receiving or acquiring bank, effected in
					 accordance with Supervisory Procedure CB 102.