(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) The certificate of conversion, merger, or
consolidation becomes effective upon issuance unless the certificate specifies
a later effective date that is not 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.