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

(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) "Affiliate" 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. association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization, as defined in paragraph (7) 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. (i) an officer of the United States or any State in his official capacity, or (iii) an

instrumentality of the United States or any State.

("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.

(g) "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 the spouse of the person's
child, brother or sister.

(h) Insured institution" means a
Federal association, Federal savings
bank, interim Federal association.
building and loan, savings and loan, or
homestead association or a cooperative
bank, or an interim 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 that retains
insurance of accounts by the

Corporation pursuant to § 563 29-1 of
this chapter, and any savings and loan
holding company as defined in
paragraph (k) of this section.

(i) "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 nominee 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.
(i) 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 underwriting of
securities if such stock is held only for
such period of time (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 individuals living on
the effective date of the trust, and: (i)
Was in existence and in control of an
insured institution on June 26, 1967, or
(ii) is a testamentary trust.

() "Similar organization" for purposes
of paragraph (e) of this section means a
combination of parties with the
potential for or practical likelihood of
continuing rather than temporary
existence, where the parties thereto
have knowingly and voluntarily
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 such as to manage or
control another entity.

(m) "Stock" means common or
preferred stock.

(n) (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. trustees. or partners (or persons exercising similar functions of the issuing insured institution or company). (i) To vote or to direct the conduct of the operations or other significant policies of the issuer.

(2) Notwithstanding anything i
paragraph (n)(1) of this section.
preferred stock, limited partnership
shares or interests, or similar interess
are not "voting stock" if (1) Vonna
rights associated with the stock shares
or interests are limited solely to the pe
customarily provided by statute wit
regard to matters that would

significantly and adversely affect the
rights or preference of the stock, secunt w
or other interest, such as the issuance of
additional amounts or classes of senior
securities, the modification of the terms
of the stock. security or interest the
dissolution of the issuer. or the payment
of dividends by the issuer when
preferred dividends are in arrears: (u)
the stock. shares or interests represec!
an essentially passive investment or
financing device and do not otherwise
provide the holder with control over the
issuer, and (iii) the stock, shares or
interests do not at the time enttie the
holder, by statute. charter, or otherwise.
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 section "voting stock" shall be deemed to include stock and other securities that upon transfer or otherwise, are convertible into voting stock or exercisable to acquire voting stock where the holder of the stock. convertible secunty or night to acquire voting stock has the preponderant economic risk in the underlying woning 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 stock into which they are convertible other convertible securities and nights to acquire voting stock shall not be deemed to vest the holder with the preponderant economic risk in the underlying voting stock if the holder has paid less than 50 percent of the consideration required to directly acquire the voting stock and has no other economic interest in the underlying voting stock. For purposes of calculating the percentage of voting stock held by a particular acquiror. stock or other securities convertible into voting stock or exercisable to acquire voting stock which are deemed voting stock under this paragraph (n)(3) shall be included in calculating the amount of voting stock held by the acquiror and the total amount of stock outstanding only to the extent of the voting stock obtainable by such acquiror by such conversion or exercise of nights.

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

§ 574.3 Acquisition of control of insured institutions.

(a) Acquisition by a 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 approval 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 (a) 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 if the review period has been extended under $574.6(c)(3) of this Part) have passed since receipt of a notice deemed sufficient under § 574.6(c)(2)

(c) Exempt transactions.

(1) The following transactions are exempt from the application requirements of paragraph (a) of this

section:

(i) Control of an insured institution acquired by devise under the terms of a will creating a trust which is excluded from the definition of savings and loan bolding company under § 574.2(k) of this

Part:

(ii) 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, that 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:

(iii) 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

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 transactions are exempt from the notice requirements of paragraph (b) of this section:

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

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

(iii) Transactions for which approval is required under §§ 546. 552.13 or 563.22 of this Chapter. Provided, that no acquiror who currently does not control an insured institution would acquire control of any insured institution 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 thereunder 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, 1985, 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

institution on the basis of actions taken prior to December 26, 1985. or on the basis of actions taken after 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 exempt from prior approval or notice.

(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 8574.3: Provided that the timing of the transaction was not within the control of the acquiror.

(i) 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 notification 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)(i) 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

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

(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 this 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 insured institution to become an affiliate of another insured institution with which it was not previously affiliated:

(2) Enable an existing multiple savings and loan holding company to acquire an insured institution the principal office of which is located in a State other than the State which such savings and loan holding company has designated pursuant to paragraph (e) of § 584.1 of this Chapter.

$574.4 Control.

(a) Conclusive control.

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

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

(i) Acquires irrevocable proxies representing more than 25 percent of any class of voting stock of the insured

institutior:

fiii) Acquires any combination of voting stock and irrevocable proxies representing more than 25 percent of any class of voting stock 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 acquired control of a company. including a savings and loan holding company, 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:

(1) Acquires more than 25 percent of any class of voting stock of the company:

(i) Acquires irrevocable proxies representing more than 25 percent of any class of voting stock of the company:

(iii) Acquires any combination of voting stock and irrevocable proxies representing more than 25 percent of any class of voting stock of an insured

institution;

(iv) 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 (v) Is a trustee of a trust.

(3) A company shall be deemed to control an insured institution if 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 management 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) Rebuttable 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 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 cr acting in concert with one or more persons or companies. holds any combination of voting stock and revocable and/or urevocable proxies. represenung more than 25 percent of any class 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:

(1) Elect one-third or more of the insured institution's board of directors. including neminees or representatives of the acquiror currently serving on such board:

(ii) Cause the insured institution s stockholders to approve the acquisition or corporate reorganization of the insured institution: or

(i) Exert a continuing influence on a material aspect of the business operations of the insured institution.

(c) Control factors. For purposes of paragraph (b)(1) of this section, the following constitute control factors. References to the acquiror include actions taken directly or indirectly, or through one or more subsidiaries or transactions or acting in concert with one 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 institution. (2) The acquiror would hold more than 25 percent of the total stockholders' equity of the insured institution.

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

(4) The acquiror is party to any agreement (i) pursuant to which the acquiror possesses a matenal economic stake in the insured institution resulting from a profit-sharing arrangement, use of common names, facilities or personnel, or the provision of essential services to the insured institution; or (u) that enables the acquiror to influence a material aspect of the management or policies of the insured institution, other than agreements to which the insured institution is a party where the restrictions are customary under the circumstances and in the case of an acquisition agreement, which apply only during the period when the acquiror is seeking Corporation approval to acquire the insured institution, the agreement prohibits transactions between the acquiror and the insured institution and their respective affiliates without Supervisory Agent approval during the pendency of the application process. and the agreement contains no matern forfeiture provisions applicable to the insured institution in the event the acquisition is not approved or not approved by a specified date

(5) The acquiror would have the ability, other than through the holding of revocable proxies, to direct the votes of more than 25 percent of a class of the insured institution's voting stock or to vote more than 25 percent of a class of the insured institution's voting stock in

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

the future upon the occurrence of a future event.

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

(7) 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 management official of the acquiror would serve as the chairman of the board of directors, chairman of the exccutive committee, chief executive officier, chief operating officer, chief financial officer or in any position with similar policymaking authority in the insured insutution.

(d) Rebuttable presumptions of concerted action. An acquiror will be presumed to be acting in concert with the following persons and companies: (1) A company will be presumed to be acting in concert with a controlling shareholder, partner, trustee or management official of such company with respect to the acquisition of stock of an insured institution, if

(1) Both the company and the person own stock in the insured institution. (ii) The company provides credit to the person to purchase the insured institution's stock, or

(ii) 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;

(5) Persons will be presumed to be acting in concert with each other where (i) both own stock in an insured institution 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 another person to purchase stock of the insured institution:

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

(5) Persons or companies will be presumed to be acting in concert where they constitute a group under the beneficial ownership reporting rules under section 13 or the proxy rules under section 14 of the Securities Exchange Act of 1934, promulgated by the securities and Exchange Commission.

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

any trust for which such person or company serves as trustee.

(7) Persons or companies will be presumed to be acting in concert with each other and with any other person or company with which they also are presumed to act in concert.

(e) Procedures for rebuttal-(1) Rebuttal of control determination. An acquiror attempting to rebut a determination of control that would arise under paragraph (b) of this section shall file a submission with the Corporation setting forth the facts and circumstances which support the acquiror's contention that no control relationship would exist if the acquiror acquires stock or obtains a control factor with respect to an insured institution. The rebuttal must be filed and accepted in accordance with this section before the acquiror acquires such stock or control factor.

(i) An acquiror seeking to rebut the determination of control arising under paragraph (b)(1) of this section shall submit to the Corporation an agreement setting forth the undertakings specified in paragraphs (e)(1)(i) (A) through (F) of this section. Unless agreed to by the Corporation or its delegate in writing, no undertaking shall be deemed to rebut the determination of control arising under paragraph (b)(1) of this section. In the case of a rebuttal of a presumption of control arising under paragraph (b)(1). such agreement shall be in form and content satisfactory to the Corporation. executed by the acquiror and to be executed on behalf of the Corporation. and shall specifically state that violation of the terms of the agreement shall be subject to such penalties, remedies and procedures as are provided for violations, willful or otherwise, of agreements with the Corporation and violations of the Holding Company Act or the Control Act, as applicable, and undertake that the acquiror and its nomirees and affiliates will not:

(A) Seek or accept representation of more than one member on the insured institu den's board of directors:

(6) Have or seek to have any representative serve as the chairman of the board of directors, or chairman of an executive or similar committee of the insured institution's board of directors. or es president or chief executive officer of the insured institution.

(C) Engage in any inter-company transactions with the insured institution or its affiliates:

(D) Propose directors in opposition to nominees proposed by management for the insured institution's board of directors other than as permitted in paragraph (A) above:

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(E) Solicit proxies or participate in any solicitation of proxies with respect to any matter presented to the insured institution's stockholders other than in support of, or in opposition to, a solicitation conducted on behalf of management of the institution:

(F) Do any of the following, except as necessary solely in connection with performance of duties as a member of the insured institution's board of directors:

(1) Influence or attempt to influence a any respect the loan or the credit decisions or policies of the insured institution, the pricing of services. any personnel decisions, the location of any offices, branching, or similar activities of the insured institution:

(2) Influence or attempt to influence the insured institution's dividend policies and practices or any decisions or policies of the insured institution as to the issuance, offering or exchange of any securities;

(3) Seek to amend, or otherwise take action to change, the insured institution's bylaws, articles of incorporation, or charter:

(4) Exercise. or attempt to exercise, directly or indirectly, control or a controlling influence over the insured institution's management policies or business operations: or

(5) Seek or accept access to any conpublic information concerning the insured institution.

(ii) An acquiror seeking to rebut the determination of control with respect to holding of proxies arising under paragraph (b)(2) of this section shall be subject to the requirements of paragraph (e)(1) of this section, except that in the case of a rebuttal of the presumption of control arising under paragraph (b)(2) of this section. the Corporation may require the acquiror to furnish information in response to a specific request for information and depending upon the particular facts and circumstances, to provide a rebuttal agreement containing the undertakings specified in paragraph (e)(1)(:) of this section. with any modifications to paragraphs (e)(1)(A) through (F) deemed necessary by the Corporation or its delegate.

(2) Presumptions of concerted action An acquiror attempting to rebut the presumption of concerted action arising under paragraph (d) of this section shad file a submission with the Corporation setting forth facts and circumstances which clearly and convincingly demonstrate the acquiror's contention that no action in concert exists. Such a statement must be accompanied by an affidavit, in form and content

48718 Federal Register / Vol. 50. No 228 Tuesday. November 26. 1985 Rules and Regulations

satisfactory to the Corporation. executed by each person or company presumed to be acting in concert. stating that 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 tacit, 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 or 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 574.7(g)(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 of General Counsel, will provide notification of its determination to accept the submission: Provided that the acquiror has sought to rebut the determination of control through the undertakings specified in this section. If 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 to accept a submission solely on such bases

(f) Safe 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 4( of the regulations of the Federal Home Loan Bank Board ("Board") with respect to name of insured institution]

and hereby certifies to the Board the following

The undersigned is not in control of [name of insured institution) under $574.4(a)

The undersigned is not subject to any control factor as enumerated in 574.4(c) with respect to the name of insured

institution

The undersigned will not solicit proxies relating to the voting stock of name of insured institution).

Before any change in status occurs that would bring the undersigned within the scope of $ 574 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 Iname of insured institution] for the purpose or effect of changing or influencing the control of [name of insured institution] 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. Certifications provided for in this paragraph shall be submitted to the Corporation in accordance with § 574 6(b)(6) of this Part.

§ 574.5 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 stock of an insured institution occurring after December 26, 1985, an acquiror shall file in accordance with $574.6(b)(7) 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 [name of insured institution or holding company. The undersigned is not in control of such institution, as defined in 12 CFR 574 4(a) and is not subject to a rebuttable determination of control under § 574 4(b), 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 if (i) the Board has approved the acquisition of the insured institution or (ii) the acquiror has filed a

materially complete application or notice pursuant to § 574.3 of this Part.

(b) Reports of loors secured by vot "g stock. Whenever an insured insotution or a bank which has accounts insured by the Federal Deposit Insurance Corporation. makes a loan. or loans, secured (or to be secured; by 25 percent or more of the outstanding voting stock of an insured institution, unless the borrower 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 phot to its opening. a report shall be filed with the Corporation by the president cr other chief executive officer of the lending institution containing the following information:

(1) The name of the borrower,

(2) The date and amount of the loen (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.

§ 574.6 Procedural requirements.

(a) Form of application or notice An application or notice required by § 574.3 of this Part shall be filed in the form prescribed by the Corporation as provided in this section. An acquiror may request confidential treatment of portions of an application or notice only by complying with the requirements of § 574.6(f) of this Part.

(1) H-(e)1. This application shall be used for all applications filed under § 574.3(a) by a company, other than a savings and loan holding company for approval of an acquisition of one insured institution.

(2) H-/e/2 This application shall be used for all applications filed under § 574.3(a) for approval of acquisitions of (i) one or more insured institutions by a savings and loan holding company or (u) more than one insured institution by any other company.

(3) H-e13. This application shall be used for all applications filed under 574.3(a): (i) 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 or 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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