Each Reorganization Plan shall
contain a complete description of all significant terms of the proposed
reorganization, shall attach and incorporate any Stock Issuance Plan
proposed in connection with the Reorganization Plan, and shall:
(a) Provide for amendment of the charter and bylaws
of the reorganizing association to read in the form of the charter
and bylaws of a mutual holding company, and attach and incorporate
such charter and bylaws;
(b) Provide for the organization
of the resulting association, which shall be an interim federal or
state subsidiary savings association of the reorganizing association,
and attach and incorporate the proposed charter and bylaws of such
association;
(c) If the reorganizing association
proposes to form a subsidiary holding company, provide for the organization
of a subsidiary holding company and attach and incorporate the proposed
charter and bylaws of such subsidiary holding company.
(d) Provide for amendment of the charter and bylaws of
any acquiree association to read in the form of the charter and bylaws
of a state or federal savings association in the stock form, and attach
and incorporate such charter and bylaws;
(e) Provide
that, upon consummation of the reorganization, substantially all of
the assets and liabilities (including all savings accounts, demand
accounts, tax and loan accounts, United States Treasury General Accounts,
or United States Treasury Time Deposit Open Accounts, as those terms
are defined in this part) of the reorganizing association shall be
transferred to the resulting association, which shall thereupon become
an operating subsidiary savings association of the mutual holding
company;
(f) Provide that all assets, rights,
obligations, and liabilities of whatever nature of the reorganizing
association that are not expressly retained by the mutual holding
company shall be deemed transferred to the resulting association;
(g) Provide that each depositor in the reorganizing
association or any acquiree association immediately prior to the reorganization
shall upon consummation of the reorganization receive, without payment,
an identical account in the resulting association or the acquiree
association, as the case may be (Appropriate modifications should
be made to this provision if savings associations are being merged
as a part of the reorganization);
(h) Provide
that the Reorganization Plan as adopted by the boards of directors
of the reorganizing association and any acquiree association may be
substantively amended by those boards of directors as a result of
comments from regulatory authorities or otherwise prior to the solicitation
of proxies from the members of the reorganizing association and any
acquiree association to vote on the Reorganization Plan and at any
time thereafter with the concurrence of the Board; and that the reorganization
may be terminated by the board of directors of the reorganizing association
or any acquiree association at any time prior to the meeting of the
members of the association called to consider the Reorganization Plan
and at any time thereafter with the concurrence of the Board;
(i) Provide that the Reorganization Plan
shall be terminated if not completed within a specified period of
time (The time period shall not be more than 24 months from the date
upon which the members of the reorganizing association or the date
upon which the members of any acquiree association, whichever is earlier,
approve the Reorganization Plan and may not be extended by the reorganizing
or acquiree association); and
(j) Provide that
the expenses incurred in connection with the reorganization shall
be reasonable.
