Section 115.1 - Mutual holding companies(a) In general--Notwithstanding any other provision of this act, a savings bank organized under this act in mutual form may reorganize so as to become a holding company by:(i) chartering a subsidiary stock savings bank, the stock of which is wholly owned by the mutual savings bank at the time of the reorganization; and(ii) transferring the substantial part of its assets and liabilities, including all of its liabilities which are insured by any deposit insurance corporation, to the subsidiary stock savings bank.(b) Trustees' approval of plan required--A reorganization is not authorized under this section unless a plan providing for such reorganization has been approved by the affirmative vote of two-thirds of the board of trustees of the mutual savings bank.(c) Notice to, and approval by, the department--(i) At least sixty days prior to taking any action described in subsection (a), a mutual savings bank seeking to establish a mutual holding company shall provide written notice to the department. The notice shall contain such relevant information as the department shall require by regulation or by specific request in connection with any particular notice.(ii) Upon receipt of an application for approval of a plan of reorganization authorized by this section, the department shall conduct such investigation as it may deem necessary to determine whether: (A) the plan satisfies the requirements of this act; and(B) the plan adequately protects the interests of depositors, borrowers and creditors.(iii) Within sixty days after receipt of the application, the department shall approve or disapprove the application on the basis of its investigation and shall immediately give to the savings bank written notice of its decision, and in the event of disapproval, a statement in detail of such grounds therefor as are permitted by paragraph (iv).(iv) The department may disapprove any proposed holding company formation only if: (A) the plan providing for such reorganization fails to comply, or as implemented would fail to comply, with such regulations as the department may promulgate from time to time;(B) such disapproval is necessary to prevent unsafe or unsound practices;(C) the financial or management resources of the resulting mutual holding company or the resulting savings bank warrant disapproval; or(D) the savings bank fails to furnish the information required under paragraph (i).(v) At the time of the transaction described in subsection (a), a savings bank may, with the approval of the department, retain capital assets at the holding company level to the extent that such capital assets are not needed by the subsidiary stock savings bank in order for the subsidiary to satisfy applicable regulatory requirements.(d) Permitted activities--A mutual holding company may engage only in the following activities:(i) investing in the stock of one or more financial institution subsidiaries;(ii) acquiring one or more additional financial institution subsidiaries through the merger of such financial institution subsidiaries into a subsidiary of the holding company;(iii) subject to subsection (e), merging with or acquiring another holding company, one of whose subsidiaries is a financial institution subsidiary;(iv) investing in a corporation the capital stock of which is available for purchase by a savings bank under Federal law or under this act;(v) engaging in such activities as are permitted, by statute or regulation, to a holding company of a federally chartered insured mutual institution under Federal law; and(vi) engaging in such other activities as may be permitted by the department.(e) Limitations on certain activities of acquired holding companies--(i) If a mutual holding company acquires or merges with another holding company pursuant to subsection (d)(iii), the holding company acquired or the holding company resulting from such merger or acquisition may invest in only those assets and engage in only those activities which are authorized under subsection (d).(ii) Not later than two years following a merger or acquisition described in subsection (d)(iii), the acquired holding company or the holding company resulting from such merger or acquisition shall: (A) dispose of any asset which is an asset in which a mutual holding company may not invest under subsection (d); and(B) cease any activity which is an activity in which a mutual holding company may not engage under subsection (d).(f) Regulation--The department shall have the authority to issue rules, regulations and orders as may be necessary to properly administer this section. Until the department has adopted regulations pursuant to this section, the department shall not approve any application by a savings bank for approval of a plan of reorganization into a mutual holding company, except that the department may approve, prior to the adoption of such regulations but subject to such terms and conditions as it deems necessary to carry out the purposes of this act, a plan of reorganization by a savings bank that has a CAMEL composite rating of one or two under the Uniform Financial Institutions Rating System (or an equivalent rating by the department under a comparable rating system). The regulations adopted under this section shall be no less restrictive than those promulgated by the Office of Thrift Supervision for federally chartered savings banks.(g) Definitions--The following words and phrases when used in this section shall have, unless the context clearly indicates otherwise, the following meanings:(i) "Mutual holding company"--a corporation organized as a holding company under this section.(ii) "Financial institution subsidiary"--a savings association, a Federal savings and loan association or savings bank which is located in Pennsylvania, a bank, a bank and trust company, a trust company, a savings bank, a regional thrift institution or, after March 4, 1990, a foreign thrift institution.1990, Dec. 18, P.L. 766, No. 191, § 2, imd. effective. Amended 1992, July 9, P.L. 430, No. 90, § 1, effective in 30 days.