(a) Any industrial loan and thrift company holding a certificate of registration under this chapter that has converted into an industrial bank may, with the approval of the commissioner, be merged into a state bank in accordance with the procedures contained in § 45-2-1304 if the following conditions are met:

(1) The industrial loan and thrift company was legally chartered to transact business before 1930, and has, since its original incorporation, and prior to May 16, 1983, maintained branch offices in more than four (4) counties;

(2) The industrial loan and thrift company has been registered continuously with the state of Tennessee since the first enactment of statutes regulating the industrial loan and thrift industry; and

(3) The capital of the industrial loan and thrift company is, in the opinion of the commissioner, impaired or the company is, in the opinion of the commissioner, otherwise in an unsound condition as evidenced by a pending petition for corporate reorganization in bankruptcy or other similar legal proceeding.

(b) The authority of the commissioner to approve the mergers authorized in subsection (a) shall extend only to those transactions for which a merger agreement has been filed with the commissioner on or before December 1, 1983.

(c) The commissioner shall not approve any merger of an industrial bank into a state bank under the provisions of this section unless the commissioner determines that the industrial bank will not be owned or controlled, directly or indirectly, by any person who would not be otherwise qualified to own or acquire control in a state bank.

(d) For a period of three (3) full years following the effective date of the merger of an industrial bank into a state bank, in those counties other than the county in which the principal office of a state bank is located, the state bank into which the industrial bank is merged may continue to operate only those branch offices of the original industrial loan and thrift company that were in existence and operating on January 1, 1983, and those branch offices for which, in the opinion of the commissioner, land acquisition and plans for construction were substantially complete on or before January 1, 1983.