§ 1609. Mergers, consolidations and conversions of savings banks
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 7 P.S. Banks and BankingEffective: December 24, 2012
Effective: December 24, 2012
7 P.S. § 1609
§ 1609. Mergers, consolidations and conversions of savings banks
(i) upon compliance with the requirements of sections 1602, 1603, 1604, 1605 and 1606,1 a savings bank may enter into a merger or consolidation with one or more other savings banks. In the event the book value of the total assets of the acquired savings bank is less than one percent in excess of the book value of the total liabilities, the resulting institution may maintain as a branch, any office operated by the acquired institution.
(ii) upon compliance with the requirements of this section and other applicable law, one or more savings banks and one or more associations may merge into a savings bank or consolidate into a new savings bank. The word “association” in this chapter shall mean an association subject to the Savings Association Code of 1967.2
(A) one or more savings banks, one or more Federal savings banks and one or more Federal savings and loan associations may merge into a savings bank, Federal savings bank or a Federal savings and loan association or consolidate into a new savings bank, a new Federal savings bank or a new Federal savings and loan association, and
(iv) the authority of a savings bank to merge or consolidate into a Federal savings bank or Federal savings and loan association shall be subject to the condition that at the time of the transaction the laws of the United States shall authorize a Federal savings bank or Federal savings and loan association to merge or consolidate into a savings bank.
(B) a savings bank may be converted into a Federal savings bank or a Federal savings and loan association, subject to the condition that at the time of the transaction the laws of the United States shall authorize a Federal savings bank or a Federal savings and loan association to convert into a savings bank, or
(vii) upon compliance with the requirements of this section, a mutual savings bank may be converted into a stock savings bank. A stock savings bank shall have authority, upon compliance with the requirements of this section, to enter into a merger or consolidation with one or more other stock savings banks, banks, national banking associations, bank and trust companies, trust companies or stock savings and loan associations.
(B) in the case of a stock savings bank, of at least a majority of the trustees, at a meeting held upon not less than ten days’ notice to all the trustees, and of the shareholders entitled to cast at least two-thirds of the votes which all shareholders are entitled to cast thereon, at a meeting held upon not less than ten days’ notice to all shareholders,
(iv) if a proposed merger, consolidation or conversion will result in a savings bank, an application for the required approval thereof by the department shall be made in a manner prescribed by the department. The department may require notice to be given to such persons as it designates. There shall also be delivered to the department:
(E) if there is any modification of the plan at any time prior to the approval by the department, an amendment of the application and, if necessary, of the articles, signed in the same manner as the originals, setting forth the modification of the plan, the method by which such modification was adopted and any related change in the provisions of the articles of merger, consolidation or conversion.
(iv) file with the department and with the Department of State a certificate of the approval of the merger, consolidation or conversion by the Federal Home Loan Bank Board or its successor which has the right on behalf of the United States to approve such mergers, consolidations or conversions into Federal savings banks or Federal savings and loan associations.
(i) upon receipt of an application for approval of a merger, consolidation or conversion under clauses (ii), (iii), (v), (vi), (vii), (ix) or (x) of subsection (a) and of the supporting items required by clause (iv) of subsection (b), the department shall conduct such investigation as it may deem necessary to ascertain whether:
(ii) within sixty days after receipt of the application, articles of merger, consolidation or conversion and the applicable fee payable to the department, or within an additional period of not more than thirty days an amendment to the application, the department shall approve or disapprove the application on the basis of its investigation. The department shall immediately give to the parties to the plan written notice of its decision and, in the event of disapproval, a statement in detail of the reasons for its decision.
(i) if the laws of the United States require the approval of the merger, consolidation or conversion by any Federal agency, the department shall after its approval retain the articles of merger, consolidation or conversion until it receives notice of the decision of such agency. If such agency shall refuse to give its approval, the department shall notify the parties to the plan that the department's approval has been rescinded for that reason. If such agency gives its approval, the Department of Banking shall immediately deliver the articles of merger, consolidation or conversion with its written approval to the Department of State for filing as of a date and time specified by the Department of Banking and shall notify the parties to the plan.
(ii) if all the taxes, fees and charges required by law shall have been paid and if the name of the resulting savings bank continues to be reserved or is available on the records of the Department of State, the receipt of the articles by the Department of State with the written approval of the Department of Banking shall constitute filing of the articles of merger, consolidation or conversion as of the date and time of receipt or as of any later date and time specified by the Department of Banking. The Department of State shall issue to the resulting corporation a certificate of merger, consolidation or conversion as of the date and time of filing with the approved articles of merger, consolidation or conversion attached thereto and shall make and retain a copy of such certificate and articles.
(iii) when a merger, consolidation or conversion becomes effective, the existence of each party to the plan, except the resulting savings bank, shall cease as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the resulting savings bank and which shall have without further act or deed, all the property, rights, powers, duties and obligations of each party to the plan.
(v) if the resulting corporation shall be a savings bank it shall engage only in such business and it shall have only such powers as it would have if it had been originally incorporated under this act, except that it may engage in any business and exercise any right that any party to the plan which was an institution subject to this act could lawfully exercise or engage in immediately prior to the merger, consolidation or conversion.
(vi) no liability of any party to the plan or of its trustees, officers, members or directors shall be affected, nor shall any lien on any property of a party to the plan be impaired, by the merger, consolidation or conversion. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger, consolidation or conversion had not taken place or the resulting corporation may be substituted in its place.
(h) Rights of depositors or shareholders in a merger, consolidation or conversion--A depositor of a mutual savings bank that is a party to the plan shall be entitled to notification of the effective date of the merger, consolidation or conversion and shall have the right, within thirty days of the receipt of such notice, to make written claim for payment in full of his deposit account together with all interest accrued thereon to the date of withdrawal, less any penalties payable under Federal law. A shareholder of a stock savings bank that is a party to a plan which will result in an institution subject to this act who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder provided under, and subject to compliance with, the provisions of section 1222.3
(j) In the event of conversion by a mutual savings bank to a stock savings bank, all depositors shall be given a preemptive right to purchase stock. The preemptive right to depositors shall be nonassignable. The department, by regulation, may define the rights and prescribe the terms on which they may be exercised. In the event the book value of the total assets of the savings bank, determined in accordance with generally accepted accounting principles, is less than two percent in excess of the book value of its total liabilities, no preemptive rights will be given depositors, unless determined to be in the public interest by the Secretary of Banking. A stock savings bank which has converted from a mutual savings bank may not be voluntarily liquidated for a period of ten years from the date of conversion.
Credits
1965, Nov. 30, P.L. 847, § 1609, added 1969, Aug. 1, P.L. 211, § 2. Affected 1971, June 3, P.L. 145, No. 6, § 1 (§ 509(a)(172)). Amended 1982, April 8, P.L. 262, No. 79, § 18, imd. effective; 1984, July 6, P.L. 606, No. 125, § 8, imd. effective; 1984, July 6, P.L. 621, No. 128, § 10, imd. effective; 1986, July 10, P.L. 1393, No. 119, § 1, imd. effective; 1986 Dec. 18, P.L. 1702, No. 205, § 13; 1990, Dec. 18, P.L. 766, No. 191, § 9, imd. effective; 1994, June 16, P.L. 346, No. 51, § 3, imd. effective; 2012, Oct. 24, P.L. 1336, No. 170, § 50, effective in 60 days [Dec. 24, 2012].
7 P.S. § 1609, PA ST 7 P.S. § 1609
Current through Act 39 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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