§ 54C-36. Simultaneous conversion/merger. - North Carolina Statutes

§ 54C‑36.  Simultaneousconversion/merger.

(a)        The Commissioner ofBanks shall not approve any application for the conversion of a savings bankfrom mutual to stock form and its simultaneous (i) merger into a stock‑ownedsavings institution or bank or (ii) acquisition by an operating financialinstitution holding company except as authorized in subsection (b) of thissection. As used in this section, "simultaneous conversion/merger"shall mean a transaction in which the members of a mutual savings bank proposingto convert to stock form are offered the opportunity to purchase (i) stock inthe savings institution or bank into which it will be merged or (ii) stock inthe holding company by which it will be acquired.

(b)        The Commissioner ofBanks shall approve a plan of simultaneous conversion/merger only if:

(1)        The transaction isproposed to address supervisory concerns of the Commissioner of Banks as to thesafety and soundness of the mutual savings bank; or

(2)        The mutual savingsbank:

a.         Operates in a localmarket area in which long‑term trends make reasonable growth, continuedprofitability, and safe and sound operation appear unlikely;

b.         Furnishes evidenceconcerning its asset size, capital to assets ratio, and other factors, whichmay include a cost/benefit analysis, satisfactory to the Commissioner of Banksthat a simultaneous conversion/merger is more likely than remainingindependent, merging with a mutual institution, converting to stock ownership,or other alternatives available to the savings bank to result in deposit,credit, and other financial services being provided within the local communitysafely and soundly on a long‑term basis; and

c.         Furnishes evidencesatisfactory to the Commissioner of Banks that no director, officer, or otherperson associated with the parties to the proposed transaction will receivebenefits as a result of the simultaneous conversion/merger which in theaggregate exceed those permitted under the federal regulations governingsimilar transactions.

(c)        The Commissioner ofBanks may adopt rules to govern simultaneous conversion/mergers, which rulesshall contain restrictions or limitations which equal or exceed the limitationsor restrictions contained in the rules of federal regulatory agencies governingsimilar transactions. No plan of a simultaneous conversion/merger shall beapproved by the Commissioner of Banks unless it includes notification by firstclass mail to the members of the savings bank to be acquired explaining theplan including economic benefits or incentives to be received by officers anddirectors of the association, if any. Shares of stock in the acquiring entitypurchased at a discount or otherwise by members of the savings bank as part ofthe simultaneous conversion/merger shall be without limitation on subsequentsales by such members: provided, however, rules adopted by the Commissioner ofBanks may place limitations of the sale of such stock purchased by officers anddirectors of the savings bank. (1991, c. 680, s. 1; 1995, c. 479, s. 6; 2001‑193,s. 16.)