Title 3 . Commerce, Community, and Economic Development

Chapter 2 . Land Sales

Section 350. Application for conversion, merger, or consolidation

3 AAC 02.350. Application for conversion, merger, or consolidation

(a) The board of directors of each bank proposing to convert, merge, or consolidate shall jointly or independently submit to the department an application for permission to implement the plan.

(b) The application must include

(1) an analysis by the

(A) converting bank, if applicable, of why the proposed conversion is in the best interest of promoting and maintaining a sound and competitive banking system; or

(B) banks proposing to merge or consolidate, if applicable, of why the proposed merger or consolidation is in the interest of promoting and maintaining a sound and competitive banking system, the security of deposits and customers, the preservation of the liquid position of the banks in general, and the prevention of injurious credit expansions and contractions in the state;

(2) a copy of the articles of incorporation of the converting national bank, merging banks, or consolidating banks;

(3) copies of the resolutions of each bank board of directors approving the plan of merger, consolidation, or conversion, or other evidence that necessary corporate approval was obtained;

(4) copies of the proposed articles of conversion, merger, or consolidation;

(5) copies of the bylaws of the converting national bank and the proposed bylaws for the converted bank;

(6) if the transaction is a merger or consolidation involving an international or interstate bank, all information required under AS 06.05.555 (a); and

(7) other information and reports required by the department.

(c) The department will conduct an investigation of the application. If the department determines that the application meets the requirements of (b) of this section and that approval of the application is consistent with the maintenance or promotion of a safe and sound banking system, the department will issue a public notice of its intent to approve the conversion, merger, or consolidation and to issue a certificate of conversion, merger, or consolidation.

(d) If the department does not receive a request for a fact-finding hearing under 3 AAC 01.020 within 30 days after the final publication of notice under (c) of this section or determines after a fact-finding hearing that the application meets the requirements of (b) of this section, the department will approve the application, issue a certificate of conversion, merger or consolidation, and forward the certificate to the chairperson or the board representative of the converted, surviving, or new bank. The certificate of conversion, merger, or consolidation becomes effective upon issuance unless the certificate specifies a later effective date which will not be later than 15 days after issuance of the certificate.

(e) Conversion, merger, or consolidation has the following effects:

(1) the converting national bank becomes a state-chartered bank as provided in the conversion plan; the merging or consolidating banks become a single bank, designated in the merger plan as the surviving bank and in the consolidation plan as the new bank;

(2) the converting national bank ceases to exist and the existence of the converted bank begins; the separate identities of merging or consolidating banks cease to exist and the existence of the surviving or new bank begins;

(3) the converted, surviving, or new bank has the rights, privileges, immunities, and powers, and is subject to the duties and liabilities of a bank under AS 06.05;

(4) the converted, surviving, or new bank possesses the rights, privileges, immunities, and franchises, public and private, of the converting national bank, and the respective merging or consolidating banks;

(5) all real, personal, and mixed property, all debts due, including subscriptions to shares, all choses in-action, and every other interest in, belonging to, or due to each of the banks are transferred to and vested in the converted, surviving, or new bank;

(6) the title to or interest in real estate vested in the converted, surviving, or new bank does not revert nor is it in any way impaired by a conversion, merger, or consolidation;

(7) the converted, surviving, or new bank is liable for the liabilities and obligations of the converting national bank or each of the respectively merged or consolidated banks;

(8) an existing claim or pending action or proceeding by or against the bank may be prosecuted as if the conversion, merger, or consolidation has not taken place, or the converted, surviving, or new bank may be substituted in its place;

(9) neither the rights of creditors nor liens upon the property of a converting, merging, or consolidating bank are impaired by the conversion, merger, or consolidation;

(10) the articles of incorporation of the converted bank are amended to comply with the conversion plan;

(11) the articles of incorporation of the surviving bank are amended to comply with the merger plan;

(12) the articles of consolidation become the original articles of incorporation of the new bank; and

(13) the net undivided profits of the converting national bank or merging or consolidating banks available for the payment of dividends immediately before the conversion, merger, or consolidation, to the extent that the undivided net profits are not transferred to stated capital by the issuance of shares or otherwise, remain available for the payment of dividends by the converted, surviving, or new bank.

History: Eff. 4/6/79, Register 70; am 5/1/80, Register 74; am 1/10/94, Register 129

Authority: AS 06.01.030

AS 06.05.005 (a)

AS 06.05.075

AS 06.05.462

AS 06.05.555