§ 28-1-7.5-4 — Filing plan of exchange and statement disclosing required information with department

Indiana § 28-1-7.5-4

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7.5: Formation of Certain Bank Holding Companies

Text

(a) The bank, trust company, corporate
fiduciary, or stock savings bank and the holding company shall file
with the department three (3) copies of the plan of exchange certified
by an officer of each as having been approved in accordance with
section 3 of this chapter. They shall also file a statement which
includes:
(1) information as to the earnings and financial condition of the
bank, trust company, corporate fiduciary, or stock savings bank as
of the end of its last preceding year as filed with the department,
and similar information, to the extent readily available, as of a
date not earlier than one hundred twenty (120) days before the
filing of the plan of exchange;
(2) a balance sheet of the holding company as of the date of the
most recent statement of condition of the bank, trust company,
corporate fiduciary, or stock savings bank required by subdivision
(1);
(3) a pro forma balance sheet of the holding company based on
the assumption that the plan of exchange was effective as
proposed at the date of the balance sheet of the holding company
required by subdivision (2);
(4) a description of the business intended to be done by the
holding company and of any plans or proposals that the holding
company may have to sell its assets or merge or consolidate with
any other person, or to make any other material change in its
investment policy, business, corporate structures, or management;
(5) a list of all persons who are or who have been selected to
become directors or officers of the holding company, a
description of their principal occupations, a list of all offices and
positions held by them during the past five (5) years, and
information about whether any of them:
(A) is under indictment for; or
(B) has been convicted of;
a felony involving fraud, deceit, or misrepresentation under the
laws of Indiana or any other jurisdiction;
(6) a description of any plans or proposals that the holding
company may have to liquidate the bank, trust company,
corporate fiduciary, or stock savings bank to sell its assets or
merge or consolidate it with any person, or to make any other
material change in its investment policy, business, corporate
structure, or management;
(7) a copy of a preliminary proxy or information statement
prepared for distribution to the shareholders of the bank, trust
company, corporate fiduciary, or stock savings bank setting forth
all material facts relating to the holding company and the
proposed plan of exchange; and
(8) such other information as the director may prescribe.
(b) The statement must:
(1) assert the completeness and accuracy of the information
referred to in subsection (a)(1) through (a)(8); and
(2) be made under oath or affirmation by an officer of the bank,
trust company, corporate fiduciary, or stock savings bank and an
officer of the holding company.
If any material change occurs in the facts set forth in the statement filed
with the department, an amendment setting forth the change, together
with copies of all documents and other material relevant to the change,
shall be filed with the department within five (5) business days after the
parties learn of the change.

Legislative History

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.63; P.L.262-1995, SEC.16; P.L.213-2007, SEC.36; P.L.217-2007, SEC.34; P.L.137-2014, SEC.23.