1155.45 Converting savings and loan into bank.

(A) With the approval of, and upon the conditions imposed by, the superintendent of financial institutions and subject to division (G) of this section, a domestic or foreign bank holding company may organize, acquire, or convert one or more depository institutions into a bank chartered under the laws of this state if such bank results from the conversion of one or more savings and loan associations under this section or such bank assumes all or a significant portion, as determined by the superintendent of savings and loan associations, of the deposit liabilities of one or more savings and loan associations while acquiring, directly or indirectly, all or a significant portion, as determined by the superintendent of savings and loan associations, of the assets of the one or more savings and loan associations. The superintendent of savings and loan associations shall permit such organization, acquisition, or conversion if the superintendent makes all of the following determinations:

(1) Exigent circumstances exist such that the organization, acquisition, or conversion is necessary and in the public interest to maintain or restore the continued viability of, or prevent the probable failure of, one or more savings and loan associations;

(2) Such one or more savings and loan associations are experiencing, or recently have experienced, liquidity difficulties;

(3) The organization, acquisition, or conversion protects the best interests of the depositors and creditors of such one or more savings and loan associations;

(4) The organization, acquisition, or conversion is in the best interests of the savings and loan associations of this state; and

(5) Such savings and loan association or associations had aggregate assets of more than four hundred million dollars as of February 28, 1985; provided that an organization, acquisition, or conversion described in division (G)(2) of this section shall not require the determinations set forth in divisions (A)(1), (2), and (3) of this section; provided further that the superintendent of savings and loan associations shall not make the determinations set forth in divisions (A)(1) and (2) of this section unless within seven calendar days after May 21, 1985, the superintendent has not received an offer from a domestic bank or bank holding company or domestic savings and loan association or holding company that the superintendent determines in the superintendent's discretion satisfies the following criteria:

(a) The offer would be binding upon the offeror if accepted;

(b) The offer contains no conditions to consummation other than those set forth in the contract with the foreign bank holding company;

(c) The offeror would be likely to receive necessary governmental approvals;

(d) The offeror is a company that has the financial resources to consummate the acquisition including, but not limited to, one hundred million dollars in total assets;

(e) The offer provides for the payment by the offeror of the same (or a greater) premium than that offered by the foreign company;

(f) The offer is otherwise on the same terms, or terms manifestly more favorable, than those offered by the foreign bank holding company; and

(g) The offer would require that less, or the same amount, of the funds of the depositor assistance corporation be expended.

Upon a determination by the superintendent of savings and loan associations that the condition described in paragraph (d) of this section will be satisfied and notwithstanding any provision of Chapters 1155. and 1157. of the Revised Code to the contrary, the superintendent may make available to a domestic bank or bank holding company or domestic savings and loan association or holding company in the superintendent's offices and upon written request, information relating to the insolvent depository institution and its subsidiaries including the following: financial reports; information relating to the institution's assets, including its loan portfolio, lists of delinquencies and scheduled assets, investments (including real estate owned, leased and held for investment, and investments in subsidiaries), and its branches; information relating to its liabilities, including deposits, borrowings, and other obligations; and any other reports, studies, and information which the superintendent, in the exercise of the superintendent's discretion, may deem appropriate including any report or other information filed with or obtained by the superintendent in the exercise of the superintendent's official duties pursuant to Chapters 1155. and 1157. of the Revised Code.

An offer made by a domestic bank or bank holding company or domestic savings and loan association or holding company pursuant to this division shall be deemed to have been made in the best interest of the domestic company and with the care that an ordinarily prudent person in like position would use in similar circumstances. The superintendent may make available to an offeror under this division any information obtained in an examination or by reason of the superintendent's official position including, but not limited to, the information described in the preceding paragraph of this section.

(B) Any bank organized, acquired, or formed by conversion pursuant to this section shall be subject to the provisions of all laws of this state that are applicable to banks except that it shall be permitted to engage in, but not expand, any activity in which it or its one or more predecessor savings and loan associations were engaged directly or through a subsidiary prior to such acquisition. Such bank shall divest itself of the entity or facilities by which any such activity not otherwise authorized by law is conducted, or otherwise discontinue such activity. Such divestiture or discontinuance shall be completed within two years of the bank's acquisition, unless the superintendent of financial institutions grants an extension of not more than one year, upon a showing that a sale cannot be effected sooner without substantial loss. Such bank shall, within a reasonable period of time determined by the superintendent of savings and loan associations, make application to become an insured bank pursuant to the "Federal Deposit Insurance Corporation Act," 64 Stat. 873, 12 U.S.C.A. 1811 , as amended, and attain insured status thereunder.

(C) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate any organization, acquisition, or conversion authorized by this section, the superintendent of savings and loan associations may without publication of notice or opportunity for a hearing approve an application to charter a de novo savings and loan association, and the superintendent of financial institutions shall, without being subject to the publication or notice requirements of section 1113.03 of the Revised Code, approve an application to charter a de novo bank within three days of the receipt of such application if the superintendent of financial institutions determines the bank meets the requirements of divisions (C)(1) and (5) of section 1113.03 of the Revised Code. Such de novo bank or savings and loan association may assume or succeed to all or a portion of the assets and liabilities of an existing savings and loan association, either directly from such existing savings and loan association or from any successor in interest thereto.

(D) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate an organization, acquisition, or conversion authorized by this section, the superintendent of savings and loan associations may approve the conversion of one or more savings and loan associations to a bank, and the superintendent of financial institutions may then approve the chartering of such bank under division (C) of this section. Such approvals may contain conditions to provide for the orderly transition from the business of a savings and loan association to the business of a bank.

(E) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate any organization, acquisition, or conversion pursuant to this section, the superintendent of savings and loan associations may approve the merger or consolidation of two or more savings and loan associations, and the superintendent of financial institutions may approve the merger or consolidation of one or more banks with one or more savings and loan associations, without being subject to any notice, publication, or hearing requirement.

(F) A depository institution that is chartered or a bank holding company that acquires all or a substantial part of the assets of, and assumes certain of the liabilities of a depository institution or depository institutions pursuant to this section shall be responsible only for such liabilities specifically assumed in connection with any organization, acquisition, or conversion approved pursuant to this section and shall bear no liability for the debts and obligations of any one or more predecessor depository institutions other than those specifically assumed or acquired in connection with any organization, acquisition, or conversion approved pursuant to this section.

(G)

(1) Except as provided in division (G)(2) of this section, the superintendent of financial institutions shall only approve the acquisition by a foreign bank holding company of a bank that results from the conversion of, or bank that assumes all or a significant portion of the deposit liabilities of, a savings and loan association that was previously in the possession of a conservator and has at least fifty thousand deposit accounts.

(2) The superintendent of financial institutions may approve one additional organization acquisition or group of acquisitions, or conversion by a foreign bank holding company of a bank or banks that results from the conversion of, or the assumption of all or a significant portion of the deposit liabilities of, one or more savings and loan associations.

(H) The principal place of business of a bank organized, acquired, or converted pursuant to this section shall be the principal place of business set forth in its articles of incorporation.

(I) The acquisition, pursuant to this section, of a bank or banks by a foreign bank holding company is hereby authorized by the laws of the state for purposes of subsection 3(d) of the Bank Holding Company Act.

Effective Date: 01-01-1997