RS 1283 - Authority to form a bridge charter
A. Any savings bank operating in Louisiana under this Chapter may form a phantom or interim subsidiary depository institution charter as a means to effect a corporate restructuring, a voluntary corporate change, or other transformation which does not in reality create an additional new depository institution, but which shall move insured liabilities from one corporate structure to another pursuant to a change in control, change in method of ownership, merger, or other charter change which results in no new net insurable deposits. Such a charter or institution shall be known as a phantom or interim institution, may become or receive the continuing or surviving depository institution, or may be a conduit through which an existing institution's assets, liabilities, fixtures, personnel, rights, and property of every type, are passed in order to effect a desirable corporate change. In connection with the formation of such an institution, an existing institution may amend, modify, or add to its articles of incorporation and bylaws to remove any depository function and to remove any deposits which would require insurance of accounts under R.S. 6:1135.
B. Application to form an entity under authority of this Part shall be made on forms to be prescribed by the commissioner. The commissioner may issue rules and regulations to govern the formation of, and the standards and supervisory consideration to be applied to, such institutions.
C. If a savings bank operating under this Chapter desires to apply for a permit to organize a new institution in order to facilitate or effect a corporate restructuring, to alter or relocate the institution's ownership, to effect a merger, sale, or purchase of assets, or in order to facilitate conversion to another charter, the commissioner shall require the filing of an application to create a transitional charter.
D. The application shall contain the following:
(1) The names and addresses of the organizers, with information as required by Part III of this Chapter.
(2) Any accompanying filings required by other regulatory authorities.
(3) A statement from the applicant's certified public accountant describing and analyzing the method to effect the transaction.
(4) A five-year plan for the resulting institution, and for any corporate remnant of the original institution regarding the disposition, acquisition, or expansion of assets, capital enhancement, disposition of earnings and profits, and geographic or other expansion or contraction.
(5) The purpose of the new entity, with documentation as required by the commissioner.
(6) Whether the core base deposits will be expanded in a manner that would require increased insurance of accounts and details for the appropriate filings.
(7) Ownership structure including any contemplated sales of stock of subsidiaries, affiliates, or parent companies as well as of the savings bank.
(8) Articles of incorporation and bylaws of the original, interim, and resulting institutions.
Acts 1990, No. 816, §1, eff. Sept. 1, 1990.