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(205 ILCS 205/8004) (from Ch. 17, par. 7308-4)
Sec. 8004. Merger; adoption of plan.
(a) Any depository institution may merge into a savings bank operating under
this Act, and a savings bank operating under this Act may merge into a
depository institution. The board of directors of each merging depository
institution, by resolution adopted by a majority vote of all members of the
board, must approve the plan of merger.
(b) The plan of merger must include the following:
(1) The name of each of the merging depository |
| institutions, the name of the continuing savings bank or resulting depository institution, the location of the business office, and the location of the branch offices.
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(2) With respect to the resulting savings bank or
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| resulting depository institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock and the par value of each share; the charter and bylaws of the resulting depository institution or savings bank; and a detailed financial Statement showing the assets and liabilities after the proposed merger.
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(3) Provisions stating the method, terms, and
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| conditions of carrying the merger into effect, including the manner of converting the shares of the merging depository institutions into the cash, shares of stock, or other securities or properties Stated in the merger agreement to be received by the stockholders of each merging depository institution.
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(4) Provisions governing the manner of disposing of
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| any shares of stock of the resulting savings bank or resulting depository institution that are not taken by the dissenting stockholders of each merging depository institution.
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(5) Other provisions that appear necessary or
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| desirable or that the Secretary may reasonably require to enable him to discharge his duties with respect to the merger.
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(c) After approval by the board of directors of each depository institution,
the merger agreement shall be submitted to the Secretary for approval,
together with the certified copies of the authorizing resolutions of each board
of directors showing approval by a majority of the entire board of each merging
depository institution. After receipt of the items specified herein, the Secretary
may make or cause to be made an examination of the affairs of each
of the merging depository institutions and their affiliates and subsidiaries,
the expense of which is to be paid by the merging depository institutions.
(d) The Secretary may then approve or disapprove the proposed merger
agreement. The Secretary shall not approve a merger agreement unless he
finds that:
(1) The resulting savings bank meets the requirements
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| of this Act for the formation of a new savings bank at the proposed main office of the resulting savings bank.
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(2) The same conditions exist with respect to the
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| resulting savings bank that would be required under this Act for the organization of a new savings bank.
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(3) The merger agreement is fair to all persons
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(4) The resulting savings bank will be operated in a
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(e) If the Secretary disapproves of the proposed merger, he shall State
his objections in writing and give the merging depository institutions a Stated
period of time in which to amend the plan of merger to address the objections.
(Source: P.A. 97-492, eff. 1-1-12.)
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