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Federal Register / Vol. 50. No. 228 / Tuesday, November 26. 1985 ! Rules and Regulations

48714

(2) A combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding relationship agreement or other arrangement, whether written or otherwise

(3) action in concert with a person or company which shall also be deemed to be action in concert with any person or company that is acting in concert with such other person or company

(d) “Affliate" means any person or company which controls is controlled by or is under common control with a person, insured institution or company,

(e) "Company" means any corporation, partnership. trust associauon joint venlure pool. syndicate, uruncorporated organization, joint stock company or similar organization, as defined un paragraph (2) but a company does not include:

(1) The Federal Savings and Loan Insurance Corporation or

(2) any company the majority of shares of which is owned by (i) The United States or any State (in) an officer of the United States or any State in his official capacity, or (in) an instrumentality of the United States or

any State,

In "Controlling shareholder" means any person who directly or indirectly or acting in concert with one or more persons or companies, or together with members of his immediate family owns, controls, or holds with power to vote 10 percent or more of the voting stock of a company or controls in any manner the election or appointment of a majority of the company's board of directors

(8) "Immediate family" means a person's spouse, father, mother. children. brothers. sisters and grandchildren: the father mother. brothers, and sisters of the person s spouse and be spouse of the person's child broiber or sister

(h) 'Insured institution" means a Federal association, Federal savings bank. interirr. Federal association building a od leaa, savings and loan, or homestead association or a cooperative bank, or an intern state savings and loan association, the accounts of which are insured by the Corporation, any Federal association or Federal savings bank the deposits of which are insured by the Federal Deposit Insurance Corporation, an institution wat retains insurance of accounts by the Corporation pursuant to $ 563 29-1 of this chapter and an; savings and loan holding company as defined in paragraph ikl of this sechon.

(1) Management official" means any president. chief executive officer, chief operating officer, vice president,

director. partner, or trustee or any other
person who performs or has a
representative or rominee performing
similar policymaking functions,
including executive officers of principal
business units or divisions or
subsidiaries who perform policymaking
funcuons, for an insured institution or a
company whether or not incorporated.

6) Person" means an individual or a group of individuals acting in concert who do not constitute a "company" as defined in paragraph (e) of this section

(k) Savings and loan holding company" means any company that directly or indirectly controls an insured institution, but does not include:

(1) Any company by virtue of its ownership or control of voting stock of an insured institution acquired in connection with the underwung of securities if such stock 13 held only for such period of ume (not exceeding 120 days unless extended by the Corporation) as will permit the sale thereof on a reasonable basis, and

(2) Any trust other than a person. profit-sharing, stockholders' voting or business trust) which controls an insured institution if such trust by its terms must terminate within 25 years or not later than 21 years and 10 months after the death of mdivichials living on the effective date of the trust and: 0) Was in existence and in control of an insured institution on June 26, 1967, or (ii) is a testamentary trust

(0) "Similar orgarizaton" for purposes of paragraph (e) of this section means a combranon of parties with the potential for or practical likelihood of continuing rather than temporary existence, where the parties thereto have knowingly and voluntanly associated for a common purpose pursuant to identifiable and binding relationships which govern the parties with respect to either

(1) The transferability and voting of any stock or other indicia of participation in another entity, or

(2) Achievement of a common or shared objective guch as to manage or control another enhts

(mm) "Stockmeans cortion or preferred stock

In) (1) "Voting stock" means common or preferred stock general or limited partnership shares or interests. or similar interests if the shares or interests by statute charter or in any manner entitle the holder

(i) To vote for or to select directors. trusteeg, or partners (or persons exercising similar functions of the issuing insured insntution or company).

(ii) to vote or to direct the conduct of the operations or other significant policies of the issuer:

(2) Notwithstanding anything paragraph (n)ill of this section preferred stock. bronted partnerstap shares or interests, or sunt iar interes are not "voting stock" u 11; Voda rights associated with the stock stats or interests are umiled solely to be pe customanly provided by statute wc regard to natters that would significantly and adversely affect the rights or preference of the stock secut, or other interest such as the 1984 2.0cec additional amounts of classes of seco securines, the modificanon of the lens of the stock. security or inters: the dissciution of the issuer, or the potent of dividends by the issuer when preferred dividends are arrears: u) the stock shares or interests represci an essentially passive investment or financing device and do no: orbense provide the holder with contol gree isauer and in the stock shares or interests do not at the time ent te the hoider. by statute charter, or others se to select or to vote for the selection of directors, trustees or partners (or persons exercising similar functions) of the issuer,

(3) Notwithstanding anything in paragraph (n) (1) and (2) of this secon "voting rock“ shall be deemed to include stock and other securities that upon transfer or otherwise, are convertible into voting stock or exercisable to acquire vonng stock where the holder of the stock convertible secunty or night to acquire voting stoch hes the preponderant economic gk in the underlying von stock Securities immediately convertible into voting stock at the option of the holder without payment of additional consideration shall be deemed to constitute the voting sick into which they are convertible other convertible secunties and aghts to acquire voting stock shall not be deemed to vest the holder with the preponderant economic risk in the underlying voting stock of the holde hes paid less than 50 percent of the consideration required to directly acquire the voting stock and has no other economic interest in the underlying voling stock For purposes of calculering the percentage of vot78 stock heid by a particular acquiror stock or other securities convertible voting stock or exercisable to acquire voting stock which are deemed votu stock under this paragraph in (3) ba! be included in calculating the amount of voting stock held by the scquiror and the total amount of stock outstanding only to the extent of the voting stod obiaineble by such acquiror by such conversion or exercise of nights

Federal Register / Vol. 50. No 228 / Tuesday. November 26. 1985 / Rules and Regulations Federal Register / Vol 50. No. 228 / Tuesday. November 26. 1985 / Rules and Regulations

Provided further. that the acquiror shall not retain such control for more than one year from the date on which such control was acquired; however, the Corporation may, upon application by an acquiror, extend such one year period from year to year. for an additional period of time not exceeding three years, if the Corporation finds such extension is warranted and would not be detrimental to the public interest:

(iv) Control of an insured institution acquired through a percentage increase in stock ownership following a pro rata stock dividend or stock split. if the proportional interests of the recipients remain substantially the same:

(v) Acquisition of additional stock after approval under $ 574.7 of this Part. or any predecessor provision, has been received. Provided that such acquisition is consistent with any conditions imposed in connection with such approval and with the representations made by the acquiror in its application

(2) The following transacuons are exempt from the notice requirements of paragraph (b) of this section:

(1) Transactions which are exempt pursuant to paragraph (c)(1) (i), (iv) and (v) of this section:

(ü) Transactions for which approval is required under paragraph (a) of this section:

(iii) Transactions for which approval is required under $1546552.13 or 563.22 of this Chapter Provided that no acquiror who currently does not control an insured institution would acquire control of any insured insutution as a result of such transaction:

(iv) Acquisition of additional stock of an insured institution by any person who

(A) Has held power to vote 25 percent or more of any class of voting stock in such institution continuously since March 9. 1979

(B) Has maintained control of the insured institution continuously since acquiring control in compliance with the Control Act and the Corporation's regulations thereurer then in effect: Provided that such acquisition is consistent with any conditions imposed in connection with such acquisition of control and with the representations made by the acquiror in its notice.

(3) An acquiror that would be considered to be in control of an insured institution pursuant to $574.4 of this Part on December 26. 1965, shall not be subject to this $ 574.3 unless the acquiror acquires additional stock of the insured institution or obtains a control factor with respect to such institution after December 26. 1985. Provided that an acquiror shall not be deemed to have acquired control of an insured

48715

$ 570 Acquisition of control of Insured institutions

(a) Acquisition by c company Unless a transaction is exempt under paragraph (c) of this section or exempt from prior approval under paragraph (d) of this section. no company shall acquire control as defined in 574.4 (a) and (b) of this part of an insured institution except upon receipt of the written epproval of the Corporation or its designee.

(b) Acquisition by a person. Unless a transaction is exempt under paragraph (c) of this section or exempt from prior notice under paragraph (d) of this section no person shall acquire control, as defined in $574.4 (8) and (b) of this Part of an insured institution until written notice has been provided to the Corporation and (1) the Corporation indicates in writing its intent not to disapprove the proposed acquisition or (2) 60 days (or such period of time as the Corporation may specify is the review penod has been extended under

574.61C)(3) of this part) have passed since receipt of a notice deemed sufficient under 574.6(c)(2).

(c) Exempt bansactions.

11) The following transactions are exempt from the application requirements of paragraph (a) of this section:

(1) Control of an insured institution ecquired by devise under the terms of a will creating a trust which is excluded from the definition of savings and loan holding company under $ 574.2[k) of this Part:

(ui) Control of an insured institution acquired in connection with a reorganization which involves solely the acquisition of control of that institution by a newly formed company which is controlled by the same acquirors that controlled the insured institution for the immediately preceding three years, and entails no other transactions, such as an assumption of the acquirors' debt by the newly formed company: Provided. thal the acquirors have filed an H-(e)4 notification as provided in $ 574.6 of this Part and the General Counsel or his delegate does not object to the acquisition within 30 days of the filing date.

(in) Control of an insured institution acquired solely as a result of (A) a pledge or hypothecation of stock to secure a loan contracted for in good faith or (B) the liquidation of a loan contracted for in good faith, in either case where such loan was made in the ordinary course of the business of the lender Provided that acquisition of control pursuant to such pledge. hypothecation or liquidation is reported to the Corporation within 30 days and

institution on the basis of actions taken prior to December 26. 1985. or on the basis of actions taken alter December 26. 1985. if such actions are pursuant to and consistent with a materially complete application under the Holding Company Act or notice under the Control Act filed prior to December 26. 1985. if such acquisition is made pursuant to an application approved under the Holding Company Act or a notice under the Control Act that was not disapproved.

(d) Transactions exemp! from prior approval or nouce.

(1) Subject to the conditions set forth in paragraph (d)(2) of this section, the following transactions are exempt from prior approval and prior notice under

574.3: Provided that the timing of the transaction was not within the control of the acquiror.

(0) Control of an insured institution acquired through bona fide gift:

(ii) Control of an insured institution acquired through liquidation of a loan contracted in good faith where the loan was not made in the ordinary course of business of the lender,

(iii) Control of an insured institution acquired through a percentage increase in ownership following a stock split or redemption that was not pro rata:

(iv) Control determined pursuant to $574.4 (a) or (b) as a result of actions by third parties that are not within the control of the acquiror.

(v) Control of an insured institution acquired through testate or intestate succession. Provided that the acquiror transmits written noufication of the acquisition to the Corporation within 60 days of the acquisition and provides such additional information as the Corporation may specifically request.

(2) The exemptions provided by paragraphs (d)(1)(1) through (d)(1)(iv) of this section are subject to the following conditions:

(i) The acquiror shall file an application, notice or rebuttal. as appropriate, with the Corporation within 90 days of acquisition of control:

(ii) The acquiror shall not take any action to direct the management or policies of the insured institution or which are designed to effect a change in the business plan of the insured institution other than voting on matters that may be presented to stockholders by management of the insured institution until the Corporation has acted favorably upon the acquiror's application or notice, and the Corporation may require that the acquiror take such steps as the Corporation deems necessary to insure that control is not exercised, and

48716

(ui) If the Corporation disapproves the acquiror's application or notice. the acquiror shall divest such portion of the stock held by the acquiror so as to cause the acquiror not to be determined to be in control of the insured institution under $ 574 4 of thus Part, within one year or such shorter period of time and in the manner that the Corporation may order

(e) Prohibited acquisitions. No acquisition shall be approved by the Corporation, other than an acquisition authorized pursuant to 12 U.S.C. $ 1730a(m) or specific order of the Board in a supervisory case which would:

(1) Result in the formation by any company, through one or more subsidiaries or through one or more transactions of a multiple savings and loan holding company controlling insured institutions in more than one state where the acquisition causes an ingured institution to become an atiliate of another insured institution with which it was not previously affiliated:

(2) Coable an existing multiple savings and luan holding company to acquire an insured institution the principal office o! which is located in a State other than the Siale which such savings and loan holding company has designated pursuant to paragraph (e) of 584.1 of this Chapter $574.4 Controt.

(a) Conclusive control.

11) An acquiror shall be deemed to have acquired control of an insured institution, othe: than a savings and loan bolding company, is the acquiror directly or indirectly through one or more subsidiaries or transactions or acting in concert with one or more persons or companies.

(i) Acquures more than 25 percent of any class of voting stock of the insured institution:

(11) Acquires irrevocabie praxies representing more than 25 percent of any class of voting stock of the insured instituuor:

fii) Acquires any combination of votirg stoch and irrevocable provies representing more than 25 percent of ay dass of voting sock of an insured institution, or

(iv) Controls in any manner the election of a majority of the directors of the insured institution

(2) An acquiror shall be deemed to have acquued control of a company, including a savings and loan bolding compuny, if the acquiror directly or indirectly, or through one or more subsidiaries or transactions or acting in concert with one or more persons or companies:

a) Acquires more than 25 percent of any class of voting stock of the company

(11) Acquires irrevocable proxies represenung more than 25 percent of any class of voting stock oí the company

(ii) Acquires any combination of voling stock and intevocable proues representing more than 25 percent of any class of voting stock of an insured institution:

lavj Controls in any manner the election of a majority of the directors or trustees of a company:

(v) Is a general partner of a company

(vi) Has contributed more than 25 percent of the capital of the company; or

(vn) Is a tustee c! a trust

(3) A company shall be deemed to control an insured institution is the Corporation finds, after notice and opportunity for hearing that the company has the power directly or indirectly, to exercise a controlling influence over the menugement or policies of the insured institution.

(4) A person shall be deemed to control an insured institution if the Corporation determines that such person has the power to direct the management or policies of the insured institution

(b) Rebulloble control determinations,

(1) An acquiror shall be determined. subject to rebuttal. to have acquired control of an insured institution, if the acquiror directly or indirectly or through one or more subsidiaries or transactions or acting in concert with one or more persons or companies:

(i) Acquires more than 10 percent of any class of voting stock of the insured institution and is subject to any control factor, as defined in paragraph (c) of this section:

(ii) Acquires more than 25 percent of any class of stock of the insured institution and is subject to any control factor, as defined in paragraph (c) of this section

(2) An acquiror shall be dete.mined, subject to rebuttal. to have acquired control of an insurd institution is the acquuror direc:ly or indirectly, or through one or more subsidiaries or transactions or acting in concert with one or more persens or companies. holds any combination of vorins stock and revocable aad/or urevocable proxies, represenung more than 25 percent of any case of voting stock of an insured institution excluding such proxies held in connection with a solicitation by, or in opposition to a solicitation on behalf of management of the insured institution, but including a solicitation in connection with an

election of directors, and such proxies would enable the acquiror to:

(0) Elect one-third or more of the insured insutution's beard of directors. including nominees or representatives of the acquiror currently serving on such board

(ii) Cause the insured institutions stockholders to approvete acquisit: or corporate recrganization of the insured insututior: or

(11) Exert a continuing infiuence on a mistencl aspect of the business cperanons of the insured insitution

(c) Contro! łuctors. Fur purposes of paragraph (b)(1) of this section, the fullowing constitute control factors. References to the acquiror include actions taken directly or indirecty. er through one or more subsidiaries or transactions or acting in concert with ore or more persons or companies

(1) The acquiror would be one of the two largest holders of any class of voting stock of the insured insatution.

(2) The acquiror would hold more than 25 percent of the total stockholders' equity of the insured insitution

(3) The acquirer would hold more than 35 percent of the combined debt securities and stockholders' equity o! the insured institution

(4) The acquiror is party to any agreement pursuant to which the acquiror possesses a matenal economic stake in the insured institution resulting from a profit sbaring arrangement, use of common names, facilites or personnel, or the provision of essential services to the insured insitution; or lar) that enables the acquror to infuence a material aspect of the management of policies of the insured institution, other than agreements to which the insured insolution is a party where the restrictions are customary under the circumstances and in the case of an acquis:uon agreement which apply on's during the period when the acquiro: is seehing Corporation approvalio acque the insured institution, the agreemet prohibits tansactions between the acquiror and the insured instituuon and their respective aftnates without Supervisory Agent approval during the pendency of the application process. and the agreement cantaus ootate fcrfeture provisions applicable lo the insured institution in the event the acquisition is not approved or no: approved by a specific data,

(5) The acquror would have the ability, other than through the bolding o! revocable proxies, to direct the votes o! more than 25 percent of a class of the insured institution's voting stock or lo vote more thaa 25 percent of a class of the insured insatution's voung stock is

Federal Register / Vol. 50. No. 228 / Tuesday. November 26, 1985 / Rules and Regulations

48

the future upon the occurrence of a future event

16. The acquiror would have the power to direct the disposition of more tba3 25 percent of a class of the insured institution's voting stock in a manner other than a widely dispersed or public offering

11 The acquiror and/or the acquiror's representatives or nominees would constitute more than one member of the insured institution's board of directors.

(B) The acquiror or a nominee or asrazement official of the acquiror would serve as the chairman of the Dcard of direc:crs. chairman of the exccutive committee, chief executive clo cier, chief operating officer, chief fizercial officer or in any position with Barzilar policymaking authority in the insured insuturion

(d) Rebutiable presumptions of concerted oction An acquiror will be presuded to te acting in concert with the following persons and companies:

(1) A company will be presumed to be acting in concert with a controlling sharebolder, partner. trustee or Canagement official of such company with respect to the acquisition of stock of eo insured institution, if

(1) Both the company and the person OW stock in the insured institution,

(ü) The company provides credit to the person to purchase the insured institution's stock, or

(iii) The company pledges its assets or otherwise is instrumental in obtaining financing for the person to acquire stock of the insured institution:

(2) A person will be presumed to be acting in concert with members of the person's immediate family:

15) Persons will be presumed to be acting in concert with each other where o both own stock in an insured institubon and both are also management officials, controlling shareholders, partners, or trustees of another company, or (ii) one person provides credit to another person or is instrumental in obtaining financing for asotter person to purchase stock of the insured institution:

(4) A company controlling or controlled by another cor:pany and companies under common control will be presumed to be acting in concert,

151 Persons or companies will be Dresursed to be acting in concert where they constitute a group under the beneficial ownership reporting rules unde: section 13 or the proxy rules unde: section 14 of the Securities Exchange Act of 1934, promulgated by the secunities and Exchange Comission

(6) A person or company will be presumed to be a sting in concert with

any trust for which such person or

(E) Solicit proxies or participate in company serves as trustee.

any solicitation of provies with respect (7) Persons or companies will be to any matter prescrited to the insured presumed to be acting in concert with institution's stockholders other thar in each other and with any other person or support ol. or in opposition to a corr pany with which they also are solicitation conducted on behalf of presumed to act in concert.

management of the institution (e) Procedures for rocuttal.--(1)

(F) Do any of the foilowing. Ciccp: as Rebuttal of control determination. An necessary solely in connection with acquiror attempting to rebut a

performance of duties as a member of determination of contiol that would the insured institution's board of arise under paragraph (b) of this section directors: shall file a submission with the

(1) Influence or attempt to influence a Corporation setting forth the facts and any respect the loan or the credit circumstances which support the

decisions or policies of the insured acquiror's contention that no control institution, the pricing of services, any relationship would exist if the acquiror personnel decisions, the location of any acquires stock or obtains a control offices, branching. or similar activities of factor with respect to an insured

the insured institution; institution. The rebuttai must be filed (2) Influence or attempt to influence and accepted in accordance with this the insured institution's dividend section before the acquiror acquires policies and practices or any decisions such stock or control factor.

or policies of the insured institution as (i) An acquiror secking to rebut the to the issuance offering or exchange o! determination of control arising under any securities: paregraph (bl(1) of this section shall

(3) Seek to amend, or otherwise take submit to the Corporation an agreement action to change, the irsured setting forth the undertakings specified institution's bylaws articles of in paragraphs (el(1)0) (A) through (F) of incorporation, or charter: this section. Unless agreed to by the (4) Exercise, or attempt to exercise, Corporation or its delegate in writing.no directly or indirectly. control or a undertaking shall be deemed to rebut controlling influence over the insured the determination of control arisirs institution's management policies or under paragraph (b)(1) of this section. In business operations: or the case of a rebuttal of a presumption (5) Seek or accept access to any conof control arising under paragraph (b)(1), public information concerning the such agreement shall be in form and insured institution. content satisfactory to the Corporation. (ii) An acquiror seeking to rebut the executed by the acquiror and to be determination of control with respect to executed on behalf of the Corporation, holding of proxies arising under and shall specifically state that violation paragraph (5)12) of this section shall be of the terms of the agreement shall be subject to the requiredients of paragrafi subject to such penalties, remedies and (el(1) of this section, except that in the procedives as are provided for

case of a rebuttal of the presumption of violations, willful or otherwise, of control arising under paragraph (b)(2) of agree.tients with the Corporation and this section, the Corporation may violations of the Holding Company Act require the acquiror to furt.is or the Control Act, as applicable, and information in response to a specific undertake that the acquiror and its request for information and depending nominees and affiliates will not:

upon the particular facts and (A) Seek or accept representation of circumstances, to provide a rebut:al more than one member on the insured agreemert containing the undertakings institucn's board oi directors:

specified in paragraph (e)(1)(:) of this 16; Have or seek to have any

section with any modifications! representative serve as the chairman of

paragraphs ie;11 () througb F)
the board of directors, or chairman oi an deemed necessary by the Corporation or

Xt cutive similar committee of the is delegate.
insured institution's buard of directors. (2) Presumptions of concertecoc:.09
or c5 president or chief executive oficer An acquiror attempting to rebut the
of the insurry institution

presumption of conce:led action arisi-3 (C) Engege in any inter company under paragraph (d) o! this sectios sta] transactions with the insured insbution file a submission with the Corporation or its afilates:

gelting forth facts and circunstances (D) Propose directors in opposition to which clearly and conuincingly nominees proposed by management !or demonstrate the acquiror's contention the insured institution's board of

that no action in concert exists. Such a directors other than as permitted in statement must be accompanied by an paragraph (A) aboi e:

affidavit. in form and content

48718

Federal Register ! Vol. 50. No. 228 ! Tuesday. November 26. 1995 ! Rules and Regulations

and hereby cernfies to the Board the following

The undersigned 19 not in control of name of insured institutions under $574.4(a)

The undersigned is not subject to any control factor as enumerated in $5744161 with respect to the name of insured institution

The undersigned will not solicit proues relaung to the voting stock of name of insured institution

Before any change in status occurs that would bring the undersigned within the scope of $ 524 4 (a) or (b), the undersigned will file and obtain approval of a rebuttal notice or application as appropriate

The undersigned has not acquired stock of (name of insured institution for the purpose or effect of changing or influencing the control of Iname of insured insufution or in connection with or as a participant in any transaction having such purpose or effect.

(2) An acquiror claiming safe harbor status may vote freely and dissent with respect to its own stock. Cerufications provided for in this paragraph shall be submitted to the Corporation in accordance with $574.6(b)(6) of this Part

materially complete appication or notice pursuan! to $5*4.3 of this part

(b) Reports of lears secured by i stock. Wheneverar insured institor ct a bank which has accounts insured bs the Federal Deposit Insurance Corpora 110 makes a loan. or loans, secured (or is be secured) by 25 percent or more of the outstanding voting stock of an insured institution. unless the bottoner has been the owner of record of such stock for a period of one year or more or the stock is of a newly organized institution pror to its opening a report shall be filed with the Corporation by the presider: cr other chief executive officer of the lending institution contain.ng the following information:

(1) The name of the borrower.
(2) The date and amount of the loan

(3) The name of the insured institution which has issued or is to issue the stock securing the loan, and

(4) The number of shares securing the loan.

(c) Privacy. All reports and certifications filed under this $ 574.5 shall be for the information of the Corporation in connection with its examination functions and shall be provided confidential treatment by the Corporation.

satisfactory to the Corporation executed by each person or company presumed to be aching in concert stating thal such person or company does not and shall not, without having made recessary filings and obtained approval or clearance thereof under the Savings and Loan Holding Company Act or the Change in Savings and Loan Control Act, as applicable. have any agreements or understandings written or lacil, with respect to the exercise of control. directly or indirectly, over the management or policies of the insured institution, including agreements relating to voting, acquisition or disposition of the insured institution's stock. The affidavit shall also recite that the signatory is aware that the filing of a false affidavit may subject the person of company to criminal sanctions, would constitute a violation of the Corporation's regulations at 12 CFR 563 18(b), and would be considered a "presumptive disqualifier" under 12 CFR 5747(8)(1)(v)

(3) Determination. Within 20 calendar days of the date of filing of a complete rebuttal submission, the Office of Examinations and Supervision, with the concurrence of the Office ol General Counsel, will provide nonfication of its determination to accept the submission: Provided that the acquiror has sought to rebut the determination ol control through the undertakings specified in this section. Il such 20-day period has elapsed without a determination not to accept the submission, the rebuttal submission shall be deemed to be accepted. The Corporation and its delegates are not required to accept any rebuttal which is inconsistent with facts and circumstances known to them, or where the rebuttal does not clearly and convincingly refute the presumption of action in concert, and may determine not lo accept a submission solely on such bases

in Sofe harbor. Notwithstanding any other provision of this section, where an acquiror has no intention to participate in or to seek to exercise control over an insured institution's management or policies, the acquiror may seek to qualify for a safe harbor with respect to its ownership of stock of an insured institution

(1) In order to qualify for the safe harbor, an acquiror must submit a certification, which shall be signed by the acquiror or an authorized representative thereof and shall read as follows:

The undersigned makes this submission pursuant to $574 411) of the regulations of the Federal Home Loan Bank Board (Board) with respect to name of insured inst'lution)

9574.5 Certifications of ownership and other reports

(a) Acquisition of stock.

(1) Upon the acquisition of beneficial ownership which exceeds, in the aggregate. 10 percent or more of any class stock of an insured institution or additional stock above 10 percent of the stoch of an insured insutution occurring after December 26, 1965, an acquiror shall file in accordance with $574.6(b)() of this part a certification with the Corporation as described in this section

(2) The certification filed pursuant to this section shall be signed by the acquiror or an authorized representative thereof and shall read as follows:

"The undersigned is the beneficial owner of 10 percent or more of a class of stock of Iname of insured institution or holding company). The undersigned is not in control of such institution as defined in 12 CFR $574 4a), and is not subject to a rebuttable determination of control under $57441bi. and will take no action that would result in a determination of control or a rebuttable determination of control without first filing and obtaining approval of an application under the Savings and Loan Holding Company Act or notice under the Change in Savings and Loan Control Act or filing and obtaining acceptance by the Corporation of a rebuttal of the rebuttable determination of control."

(3) Notwithstanding anything contained in this paragraph (a). an acquiror is not required to file a certification is (i) the Board has approved the acquisition of the insured institution or (ii) the acquiror has filed a

$ 574.6 Procedural requirements.

(a) Form of application or notice. As application or notice required by $5.4.3 of this part shall be filed in the form prescribed by the Corporation as provided in this section An acquiror may request confidential treatment o! portions of an application or notice only by complying with the requirements of $574.6(1) of this part.

(1) H-le). This application shall be used for all applications filed under $5743(a) by a company, other than a savings and loan holding company for approval oí an acquisition of one insured institution

(2) H.(e)2. This application shall be used for all applications filed under $5-4.3[a) for approval of acquisitions of (1) one or more insired institutions bra savings and loan holding company oriul more than one insured institution by any other company

(3) H-(e)3 This application shall be used for all applications filed under 9543(a) (1) by a savings and loan holding company for approval of acquisitions by a merger, consolidation or purchase of assets of an insured or uninsured institution a savings and loan holding company, or (1) by any company for approval of acquisitions by a merger. consolidation, or purchase of assets of two or more insured

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