Substitute Senate Bill No. 363
AN ACT CONCERNING CONVERSIONS AND REORGANIZATIONS OF MUTUAL SAVINGS BANKS.
Be it enacted by the Senate and House of Representatives in General Assembly convened:
Section 1. Section 36a-136 of the general statutes, as amended by section 4 of public act 03-196 and section 11 of public act 03-259, is repealed and the following is substituted in lieu thereof (Effective from passage):
(a) With the approval of the commissioner, any mutual savings bank, mutual savings and loan association, federal mutual savings bank or federal mutual savings and loan association may convert to a capital stock bank in accordance with the provisions of this section and the regulations adopted pursuant to subsection [(f),b>] (j) of this section, provided this section does not apply to the conversion of a mutual federal bank to a capital stock federal bank. The commissioner may deny an application for conversion made pursuant to this section after allowing the applicant a reasonable opportunity to be heard.
(b) A conversion of a federal mutual savings bank or federal mutual savings and loan association to a capital stock Connecticut bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law. A conversion of a mutual savings bank or mutual savings and loan association to a capital stock federal bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.
(c) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting institution that the proposed plan of conversion has been approved, in accordance with subsection (d) of this section, by the governing board and in the case of a converting savings and loan association, federal savings bank or federal savings and loan association, the depositors or members thereof.
(d) The plan of conversion shall require the approval of a majority of the governing board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-one per cent of the votes cast by depositors of such association at a special meeting called to consider such conversion. In the case of a federal savings bank or federal savings and loan association, the plan of conversion shall require any vote of depositors or members prescribed by federal law.
(e) The plan of conversion for a mutual savings bank shall also require approval by (1) a majority of all the corporators of the converting bank, provided the converting bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the converting bank, and (2) a majority of the independent corporators of the converting bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of subdivision (2) of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.
(f) A converting mutual savings bank shall, prior to the meeting required by subsection (e) of this section, provide the corporators with informational material regarding the plan of conversion, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of conversion, the distribution of shares and compensation plans proposed for management.
(g) A converting mutual savings bank shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (e) of this section:
(1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;
(2) A description of any loan relationships, outstanding within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and
(3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, in existence within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subsection, the term "commercial relationships" means any sale or lease of real or personal property and any provision of commercial services.
(h) A converting mutual savings bank shall file with the commissioner a certificate of the secretary of the converting bank certifying that a meeting of the corporators has been held and that the plan of conversion has been approved by the corporators in accordance with the requirements of subsection (e) of this section.
[(e),b>] (i) In any conversion under this section, each account holder of the converting institution deemed eligible under regulations adopted pursuant to subsection [(f),b>] (j) of this section shall receive, without payment, nontransferable subscription rights to purchase capital stock of the converted institution pursuant to a subscription offering, and such offering shall precede any offering of the converting institution's stock to the members of the community and of the general public. Each converting institution shall, at the time of conversion, establish a liquidation account for the benefit of such account holders and such liquidation account shall establish a priority upon liquidation. The requirement concerning the establishment of a liquidation account shall not apply to the formation of a mutual holding company or a reorganized savings institution of such mutual holding company under sections 36a-192, as amended by this act, and 36a-193 or to the issuance of capital stock by such reorganized savings institution under sections 36a-195 and 36a-196.
[(f),b>] (j) The commissioner shall adopt regulations in accordance with chapter 54 to govern the conversion of mutual institutions to capital stock institutions. Such regulations shall be similar in scope and content to the regulations of the Office of Thrift Supervision, 12 CFR Part 563b, as from time to time amended, for the conversion of mutual savings institutions into stock savings institutions. The commissioner may waive any provision of the regulations adopted pursuant to this section that is inconsistent with the regulations of the Office of Thrift Supervision or if such waiver is necessary to comply with the requirements of the Federal Deposit Insurance Corporation or its successor agency.
[(g),b>] (k) If the commissioner certifies in writing that the protection of depositors or other creditors of such converting institution requires that the conversion proceed without delay, the commissioner may waive any provision of the regulations adopted pursuant to subsection [(f),b>] (j) of this section that the commissioner determines will cause such delay.
[(h),b>] (l) The commissioner may approve a conversion under this section only if the commissioner determines that: (1) The converting institution has complied with all applicable provisions of law; (2) the conversion would not result in any reduction of the converting institution's amount of equity capital, less any subordinated debt recognized as bona fide capital; (3) the conversion would not result in a taxable reorganization of the converting institution under the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended; (4) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (5) the plan of conversion is fair to depositors. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.
Sec. 2. Section 36a-192 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):
(a) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to become a mutual holding company by: (1) (A) In the case of a mutual savings bank, causing a reorganized savings institution to be incorporated and organized as a capital stock savings bank in accordance with section 36a-193, or (B) in the case of a mutual savings and loan association, causing a reorganized savings institution to be incorporated and organized as a capital stock savings and loan association in accordance with section 36a-193; and (2) transferring to the reorganized savings institution a substantial part of the assets of such mutual savings bank or mutual savings and loan association and causing the reorganized savings institution to assume a substantial part of the liabilities of such mutual savings bank or mutual savings and loan association, including all of its depository liabilities. Upon such transfer and assumption, persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual savings bank or mutual savings and loan association shall have such rights solely with respect to the reorganized savings institution, and the corresponding liability or obligation of the mutual savings bank or mutual savings and loan association to such persons shall be assumed by the reorganized savings institution. Persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to the mutual savings bank or mutual savings and loan association in its reorganized form as a mutual holding company.
(b) (1) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to form a mutual holding company by: (A) Causing a nonstock corporation to be organized under the laws of this state; (B) (i) in the case of a mutual savings bank, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings bank in accordance with section 36a-193, or (ii) in the case of a mutual savings and loan association, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings and loan association in accordance with section 36a-193; (C) causing such nonstock corporation to acquire a majority of the ordinary voting shares of such reorganized savings institution; and (D) merging the mutual savings bank or mutual savings and loan association with and into such reorganized savings institution in accordance with the provisions of subdivision (2) of this subsection and section 36a-125, as amended, except that subsections (e), (f) and (i) of section 36a-125, as amended, shall not apply.
(2) Upon application by the constituent banks, and upon receipt of a copy of the agreement of merger, the commissioner shall determine whether the terms of the merger are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall approve the merger. The commissioner shall not approve the merger of the mutual savings bank or mutual savings and loan association with and into the reorganized savings institution if: (A) The merger would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association; (B) the interest of the public will not be served by the merger; (C) disapproval is necessary to prevent unsafe and unsound banking practices; or (D) the financial or managerial resources of the constituent banks do not warrant approval of the merger. After approval of the merger by the commissioner, a copy of the agreement and a copy of the commissioner's approval shall be filed in the office of the Secretary of the State. Upon completion of the merger, the nonstock corporation shall be a mutual holding company and persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to such mutual holding company.
(c) A reorganization of a mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, as amended by this act, shall be approved by two-thirds of the governing board of the mutual savings bank or mutual savings and loan association. No such approval shall be required of creditors of, or persons having ownership, liquidation or voting rights with respect to, a mutual savings bank. The reorganization of a mutual savings and loan association shall also be approved by a majority of the depositors present and voting at a meeting called for the purpose of considering such a reorganization.
(d) A reorganization of a mutual savings bank pursuant to this section shall require approval by (1) a majority of all the corporators of the mutual savings bank, provided the mutual savings bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the mutual savings bank, and (2) a majority of the independent corporators of the mutual savings bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.
(e) A mutual savings bank proposing to reorganize shall, prior to the meeting required by subsection (d) of this section, provide the corporators with informational material regarding the plan of reorganization, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of reorganization, the distribution of shares and compensation plans proposed for management.
(f) The mutual savings bank proposing to reorganize shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (d) of this section:
(1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;
(2) A description of any outstanding loan relationships, within the five-year period prior to the date of the required meeting, between the mutual saving bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and
(3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subdivision, the term "commercial relationships" means any sale or lease of real or personal property and any provision of commercial services.
(g) A mutual savings bank proposing to reorganize shall file with the commissioner a certificate of the secretary of the mutual savings bank certifying that a meeting of the corporators has been held and that the plan of reorganization has been approved by the corporators in accordance with the requirements of subsection (d) of this section.
[(d),b>] (h) (1) A mutual savings bank or mutual savings and loan association proposing to reorganize pursuant to sections 36a-192 to 36a-199, inclusive, as amended by this act, shall provide the commissioner with prior written notice of the proposed reorganization. The notice shall contain such relevant information as the commissioner may require.
(2) Unless the commissioner disapproves the formation of the proposed mutual holding company within sixty days after the commissioner's receipt of notice of the proposed reorganization or, by written notice issued within such sixty-day period to the mutual savings bank or mutual savings and loan association proposing to reorganize, extends for another thirty days the period during which such disapproval may be issued, the mutual savings bank or mutual savings and loan association may proceed with such reorganization. If the commissioner extends the period during which such disapproval may be issued but within such extension period does not disapprove the proposed reorganization, the mutual savings bank or mutual savings and loan association may proceed with such reorganization.
(3) The commissioner may disapprove any proposed mutual holding company formation only if: (A) The formation of the proposed mutual holding company would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association proposing to reorganize; (B) the interest of the public will not be served by the formation of the proposed mutual holding company; (C) such disapproval is necessary to prevent unsafe or unsound banking practices; (D) the financial or managerial resources of the mutual savings bank or mutual savings and loan association proposing to reorganize do not warrant approval of such proposal; or (E) the mutual savings bank or mutual savings and loan association proposing to reorganize fails to furnish any information required under subdivision (1) of this subsection or under subsections (e) to (g), inclusive, of this section.
(4) In connection with the reorganization of a mutual savings bank or mutual savings and loan association into a mutual holding company under subsection (a) of this section, the mutual holding company may retain assets to the extent that such assets are not then required to be transferred to the reorganized savings institution in order to satisfy capital or reserve requirements of any applicable state or federal law.
(5) Investment of the assets of a mutual holding company shall be subject to (A) all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, as amended by this act, and applicable to a mutual savings bank or mutual savings and loan association, as the case may be, under the laws of this state; and (B) any limitations of federal law, in effect from time to time, which expressly apply to such investments when made by (i) a mutual savings bank or mutual savings and loan association, or (ii) a holding company of a capital stock savings bank or capital stock savings and loan association, as the case may be.
Approved April 28, 2004