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(7) Certification Certifications required by § 574.5(a) shall be filed in the same manner as a safe harbor filing under paragraph (b)(6) of this section.

(8) Reports of loans. Reports of loans required by 574.5(b) shall be filed in the same manner as a safe harbor filing under paragraph (b)(6) of this section. 19) Reports on pledges. hypothecations and liquidations. Reports of pledges. hypothecations and liquidation transactions required by § 574.3(c)(1)(iii) shall be filed in the same manner as a safe-harbor filing under paragraph (b)(6) of this section. (c) Sufficiency and waiver.

(1) An application or notice filed pursuant to § 574.3(a) or 574.3(b) shall not be deemed sufficient unless it includes all of the information required by the form prescribed by the Corporation and this Part, including a complete description of the acquiror's proposed plan for acquisition of control whether pursuant to one or more transactions, and any additional relevant information as the Corporation may require by written request to the applicant. Unless an application or notice specifically indicates otherwise. the application or notice shall be considered to pertain to acquisition of 100 percent of an insured institution's voting stock. Where an application or notice pertains to a lesser amount of stock, the Corporation may condition its approval or non-disapproval to apply only to such amount, in which case additional acquisitions may be made only by amendment to the acquiror's application or notice and Corporation approval or non-disapproval thereof. Failure by an applicant to respond completely to a written request by the Corporation or its delegate for additional information within 30 calendar days of the date of such request may be deemed to constitute withdrawal of the application or notice. or may be treated as grounds for denial of an application or issuance of a notice of disapproval of a notice.

(2) The period for Corporation review of any proposed acquisition will commence upon receipt by the Corporation of a notice or application deemed sufficient under paragraph (c)(1) of this section. The Corporation shall notify an acquiror within 10 business days after the close of the public comment period specified in paragraph (e) of this section as to whether an application or notice is deemed sufficient. The Corporation also shall notify an acquiror within 10 business days after the timely filing of any additional information furnished in response to a specific request by the Corporation as to whether the

application or notice is thereby deemed to be sufficient. If the Corporation fails to notify an acquiror within such times. the application or notice shall be deemed to be sufficient as of the expiration of such 10 day period, except that where an acquiror requests a waiver of required information, the application or notice shall not be deemed to be sufficient until the waiver is granted.

(3) After additional information has been requested and supplied, the Corporation may request additional information only with respect to matters derived from or prompted by information already furnished, or information of a material nature that was not reasonably available from the acquiror, was concealed, or pertains to developments subsequent to the time of the Corporation's initial request for additional information. With regard to information of a material nature that was not reasonably available from the acquiror or was concealed at the time a notice was deemed to be sufficient or which pertains to developments subsequent to the time a notice was deemed to be sufficient, the Corporation, at its option, may request such additional information as it considers necessary, or may deem the notice not to be sufficient until such additional information is furnished and cause the review period to commence again in its entirety upon receipt of such additional information.

(i) The 60-day period for Corporation review of a notice deemed to be sufficient also may be extended by the Corporation for up to 30 days.

(ii) The period for Corporation review of a notice may be further extended if the Corporation determines that any acquiring party has not furnished all of the information required by the Corporation or any material information submitted is substantially inaccurate.

(iii) In the case of an application or notice that is not eligible for processing under delegated authority by the Principal Supervisory Agent pursuant to 574.8(a), actions by the PSA or his delegate shall not commence any of the periods described in this paragraph (c) for review.

(4) With respect to an H-(e)4 information filing, the General Counsel shall have 30 days after receipt of a filing deemed sufficient to disapprove the assertion that the company qualifies for the exemption provided in

574.3(c)(1)(ii). After the expiration of such 30-day period without response from the General Counsel. the filing shall be deemed to be approved.

(5) The Corporation may waive any requirements of this subsection

determined to be unnecessary by the Corporation upon the written request of an acquiring person, or in a supervisory case.

(d) Publication. (1) An acquiror shall publish a notification as provided in this section within 10 calendar days after filing an application under §574.3(a) or notice under § 574.3(b), and shall mail a copy of the notification to the institution whose stock is sought to be acquired. Publication shall be made in the business section of a newpaper printed in the English language in: (i) the community in which the home office of the insured institution is located: and (ii) if applicable. the community in which the home office of the largest subsidiary insured institution of the acquiror is located. If it is determined that the primary language of a significant number of adult residents of either community is a language other than English, the acquiror may be required to publish the notification simultaneously in the appropriate language(s).

(2) Notice published pursuant to this paragraph (d) shall be published in a manner that is conspicuous to the average reader and shall be made in substantially the following form:

Notice of Filing of Application or Notice for Acquisition of an Insured Institution

This is to inform the public that under 574.3 of the Federal Home Loan Bank Board Regulations for Acquisitions of Insured Institutions [Acquiror] bas filed an (application/notice] with the Federal Savings and Loan Insurance Corporation for permission to acquire control of [insured institution), located in [location], on [date of filing).

Anyone may write in favor of or protest against the application and in so doing may submit such information as he deems relevant. Copies of all submissions must be sent to the Principal Supervisory Agent. Federal Home Loan Bank of (give name and address] and in the case of applications or notices not delegated to the Principal Supervisory Agent under § 574.8(a) three copies to the Office of the Secretamat. Federal Home Loan Bank Board. Washington DC 20552, with one copy indicated "Attention: Secretariat Records Copy." a second copy indicated "Attention: Office of General Counsel. Corporate and Secumues Division and a third copy indicated "Attention: Office of Examinations and Supervision within 20 calendar days of the publication of this notification. An additional 20 calendar days to submit comments may be obtained upon a showing of good cause if a written request is received by the Principal Supervisory Agent within the initial 20-day period.

You may inspect the non-confidential portion of the application/notice and nonconfidential portions of all comments filed at the Federal Home Loan Bank of Jand

in the case of applications and notices not delegated to the Principal Supervisory Agent, by contacting the Information Services Section. Office of the Secretariat, Federal Home Loan Bank Board. Washington, DC 20552] If you have any questions concerning these procedures, contact the Federal Home Loan Bank of — at ( ) [and the Information Services Section at (202)

(3) Promptly after publication, the acquiror shall transmit copies of each notice and a publisher's affidavit of publication to the Office of

Examinations and Supervision and to the Principal Supervisory Agent of the district in which the insured institutions involved in the acquisition have their home offices. In addition, where an insured institution to be acquired (including a holding company thereof) has securities registered under the Securities Exchange Act of 1934, one copy of the notice also shall be transmitted to the Office of General Counsel, Corporate and Securities Division.

(4) Notice shall be provided to the appropriate state supervisor and to persons whose request for

announcements under § 563e.6 of this subchapter have been received in time for such notification; these notices shall be in addition to legal notification as set forth in paragraph (d)(1) of this section. Any other persons who might have an interest in the application or notice may also be notified.

(5) Disclosure of any part of an application or notice shall be made only in compliance with paragraph (f) of this

section.

(e) Public comment. Comments by the public shall be submitted only. as provided in this paragraph or as requested by the Corporation. Within 20 calendar days of the date of publication (or 40 calendar days after such date if an extension is requested in writing within the initial 20-day period), anyone may file comments in favor or in protest of the application or notice, and in so doing may submit such information as be deemed relevant. Comments received after the comment period. unverified accusations, or materials that the submitter is unwilling to have disclosed to the acquiror, shall not be part of the record and shall not be considered by the Corporation. Comments shall be filed in the manner and in the locations provided in paragraph (b) of this section for the application or notice to which the comments pertain.

(f) Disclosure. (1) Public disclosure shall be made of any portion of an application or notice, other filing or public comment made under this section for which confidential treatment is not

requested in accordance with this paragraph, and shall be made of other portions of an application, notice, other filing or public comment in accordance with paragraph (f)(2) of this section, the provisions of the Freedom of Information Act (5 U.S.C. 552a) and Part 505 and 505a of this Chapter. Applicants and other submitters should provide confidential and non-confidential versions of their filings, as described in 574.6(1)(2) and (3) in order to facilitate this process.

(2) Any person who submits any information or causes or permits any information to be submitted to the Corporation pursuant to this Part may request that the Corporation afford confidential treatment under the Freedom of Information Act to such information for reasons of personal privacy or business confidentiality. (which shall include such information that would be deemed to result in the commencement of a tender offer under 240.14d-2 of title 17 of the Code of Federal Regulations), or for any other reason permitted by Federal law. Such request for confidentiality must be made and justified in accordance with paragraph (f)(6) at the time of filing, and must, to the extent practicable, identify with specificity the information for which confidential treatment may be available and not merely indicate portions of documents or entire documents in which such information is contained. Failure to specifically identify information for which confidential treatment is requested may be a basis for denial of the request. In addition, the filing party should take all steps reasonably necessary to ensure, as nearly as practicable. that at the time the information is first received by the Corporation (i) it is supplied segregated from information for which confidential treatment is not being requested. (ii) it is appropriately marked as confidential. and (iii) it is accompanied by a written request for confidential treatment which identifies with specificity the information as to which confidential treatment is requested. Any such request must be substantiated in accordance with paragraph (1)(6).

(3) All documents which contain information for which a request for confidential treatment is made or the appropriate segregable portions thereof shall be marked by the person submitting the records with a prominent stamp, typed legend, or other suitable form of notice on each page or segregable portion of each page, stating "Confidential Treatment Requested by [name]." If such marking is

impracticable under the circumstances. a cover sheet prominently marked

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"Confidential Treatment Requested by [name]" should be securely attached to each group of records submitted for which confidential treatment is requested. Each of the records transmitted in this manner should be individually marked with an identifying number and code so that they are separately identifiable.

(4) A determination as to the vahdi of any request for confidential treatment may be made when request for disclosure of the information under the Freedom of Information Act is received. or at any time prior thereto. Five business days notice will be provided to the filing party if the Corporation receives a request for the information under the Freedom of Information Act and determines to disclose materia! for which confidential treatment has bee requested.

(5) Substantiation of a request for confidential treatment shall consist of a statement setting forth, to the extent appropriate or necessary for the determination of the request for confidential treatment. the following information regarding the request: (i) The reasons, concisely stated and referring to specific exemptive provisions of the Freedom of Information Act, why the informatos should be withheld from access unde: the Freedom of Information Act;

(ii) The applicability of any specific statutory or regulatory provisions with govern or may govern the treatment of the information:

(iii) The existence and applicab of any prior determination by the Corporation. other Federal agencies c: a court, concerning confidential treatment of the information:

(iv) The adverse consequences to ⚫ business enterprise, financial or otherwise, that would result from disclosure of confidential commercia. or financial information, including any adverse effect on the business' competitive position:

(v) The measures taken by the business to protect the confidential of the commercial or financial information in question and of similar information prior to, and after, its submission to Corporation:

(vi) The ease or difficulty of a competitor's obtaining or compiling: commercial or financial information

(vii) Whether commercial or finaal information was voluntarily submitted to the Corporation, and, if so, whether and how disclosure of the information would tend to impede the availability of similar information to the Corporation: (viii) The extent, if any, to which portions of the substantiation of the

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request for confidential treatment should be afforded confidential treatment.

(ix) The amount of time after the consummation of the proposed acquisition for which the information should remain confidential and a justification thereof.

(x) Such additional facts and such legal and other authorities as the requesting person may consider appropriate.

(8) Supervisory cases. The provisions of paragraphs (d), (e) and (f) of this section may be waived by the Corporation in connection with a transaction approved by the Corporation for supervisory reasons.

(h) Notification of State supervisor. Upon receiving a notice relating to the acquisition of control of a statechartered insured institution, the Corporation shall forward a copy of the notice to the appropriate state savings and loan association supervisory agency, and shall allow 30 days within which the views and recommendations of such State supervisory agency may be submitted. The Corporation shall give due consideration to the views and recommendations of such State agency in determining whether to disapprove any proposed acquisition.

Notwithstanding the provisions of this paragraph, if the Corporation determines that it must act immediately upon any notice of a proposed acquisition in order to prevent the probable failure of the institution involved in the proposed acquisition, the Corporation may dispense with the requirement of this paragraph or, if a copy of the notice is forwarded to the State supervisory agency, the Corporation may request that the views and recommendations of such State supervisory agency be submitted immediately in any form or by any means acceptable to the Corporation.

§ 574.7 Determination by the corporation. (a) Acquisition by a company. The Corporation shall approve an application by any company other than a savings and loan holding company to acquire control of one insured institution unless it determines that the criteria set forth in paragraph (c) of this section are

not met.

(b) Acquisition by a savings and loan holding company. The Corporation shall not approve an acquisition by a savings and loan holding company to acquire control of an insured institution, or by any other company to acquire control of more than one insured institution. except in accordance with paragraph (c) of this section. Before approving any such acquisition, the Corporation or its

delegate shall request from the Attorney General and consider any report rendered within 30 days of such request on the competitive factors involved. (c) Application criteria The Corporation may deny an application by a company to acquire an insured institution if the Corporation finds that the financial and managerial resources and future prospects of the company and institution involved would be detrimental to the institution or the insurance risk of the Corporation, or if the acquiror fails or refuses to furnish information requested by the Corporation or its delegate. In connection with applications filed pursuant to § 574.6(a)(2) and (3) of this Part. the Corporation will also consider the convenience and needs of the community to be served. Moreover, the Corporation shall not approve any proposed acquisition:

(1) Which would result in a monopoly. or which would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the savings and loan business in any part of the United States, or

(2) The effect of which on any section of the country may be substantially to lessen competition, or tend to create a monopoly, or which in any other manner would be in restraint of trade, unless the Corporation finds that the

anticompetitive effects of the proposed acquisition are clearly outweighed in the public interest by the probable effect of the acquisition in meeting the convenience and needs of the community to be served.

(d) Notice criteria. In making its determination whether to disapprove a notice, the Corporation may disapprove any proposed acquisition, if the Corporation determines that:

(1) The proposed acquisition of control would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the savings and loan business in any part of the United States:

(2) The effect of the proposed acquisition of control in any section of the country may be substantially to lessen competition or to tend to create a monopoly or the proposed acquisition of control would in any other manner be in restraint of trade, and the anticompetitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served:

(3) The financial condition of the acquiring person is such as might jeopardize the financial stability of the

institution or prejudice the interests of the depositors of the institution.

(4) The competence. experience. or integrity of the acquiring person or any of the proposed management personnel indicates that it would not be in the interests of the depositors of the institution, the Corporation, or the public to permit such person to control the institution: or

(5) The acquiring person fails or refuses to furnish information requested by the Corporation or its delegate.

(e) Failure to disapprove a nouce. If upon expiration of the 60-day review penod of any notice deemed to be sufficient filed pursuant to § 574.6(c) or extension thereof, the Corporation has failed to disapprove a proposed acquisition may take place: Provided that it is consummated within one year and in accordance with the terms and representations in the notice and that there is no material change in circumstances prior to the acquisition.

(1) Disapproval of a notice. Within three business days after its decision to disapprove a notice, the Corporation or its delegate shall notify the acquiror in writing of the disapproval. Such noufication shall include a statement of the grounds therefor and a statement that the acquiror within 20 days of the receipt of such notice of disapproval may, if the disapproval was issued by the Principal Supervisory Agent pursuant to delegated authority, request review of such disapproval by the Corporation pursuant to § 574.8(a)(4), or. if such review is denied, or the disapproval issued by the Corporation. may within 10 days of receipt of the notice of disapproval, or notice of the Corporation's decision not to review the denial. request an administrative hearing under paragraph (4) of the Control Act.

(8) Presumptive disqualifiers.—1) Integrity factors. The following factors shall give rise to a rebuttable presumption that an acquiror may fail to satisfy the managerial resources and future prospects tests of paragraph (c) of this section or the integrity test of paragraph (d)(4) of this section: (i) During the 10-year period immediately preceding filing of the application or notice, criminal, civil or administrative judgments, consents or orders, and any indictments, formal investigations, examinations, or civil or administrative proceedings (excluding routine or customary audits, inspections and investigations) that terminated in any agreements, undertakings, consents or orders, issued against, entered into by, or involving the acquiror or affiliates of the acquiror by any federal or state

court, any department, agency, or

commission of the U.S. Government, any state or municipality, any Federal Home Loan Bank, any self-regulatory trade or professional organization, or any foreign government or governmental entity. which involve.

(A) Fraud, moral turpitude. dishonesty, breach of trust or fiduciary duties, organized crime or racketeering. (B) Violation of securities or commodities laws or regulations:

(C) Violation of depository institution laws or regulations:

(D) Violation of housing authority laws or regulations:

(E) Violation of the rules, regulations. codes of conduct or ethics of a self

regulatory trade or professional organization:

(i) Denial, or withdrawal after receipt of formal or informal notice of an intent to deny, be the acquiror or affiliates of the acquiror. of

(A) Any application relating to the organization of a financial institution. (B) an application to acquire any financial institution or holding company thereof under the Savings and Loan Holding Company Act or the Bank Holding Company Act or otherwise. (C) a notice relating to a change in control of any of the foregoing under the Change in Savings and Loan Control Act or the Change in Bank Control Act: or (D) an application or notice under a state holding company or change in control

statute

(i) The acquiror or affiliates of the acquiror were placed in receivership or conservatorship during the preceding 10 years or any management official of the acquiror was a management official or director of a company or insured institution which entered receivership or conservatorship, was placed in a management consigment program, or was liquidated during his tenure or within two years thereafter.

(iv) Felony conviction of the acquiror. an affiliate of the acquiror or a management official of the acquiror or an affiliate of the acquiror.

(v) Knowingly making any written or oral statement to the Corporation for its delegate) in connection with an application. notice or other filing under this Part that is false or misleading with respect to a material fact or omits to state material fact with respect to information furnished or requested in connection with such an application. notice or other filing:

(vi) Acquisition and retention at the time of submission of an application or notice. of stock in the insured institution by the acquiror in violation of § 574.3 or its predecessor sections.

(2) Financial factors. The following shall give rise to a rebuttable presumption that an acquiror may fail to satisfy the financial-resources and future-prospects tests of paragraph (c) of this section, or the financial condition test of paragraph (d)(3) of this section:

(i) Liability for amounts of debt which. in the opinion of the Corporation, create excessive risks of default and pressure on the insured institution to be acquired: (ii) Failure to furnish a business plan or furnishing a business plan projecting activities which are inconsistent with economical home financing.

$574.8 Delegations of authority. (a) Actions by the Principal Supervisory Agent.-1) Approval. The Principal Supervisory Agent is authorized to grant approval of any application filed under § 574.3(a) of this Part or issue a statement of intent not to disapprove a notice filed under $574.3(b) of this Part: Provided, that the following conditions are met:

(i) Neither the acquiror nor the insured institution to be acquired, or any affiliate of either, is required under the Securities Exchange Act of 1934. 15 U.S.C. 78a-78jj. and Part 563d of this Chapter, to make a filing with the Board under any of the following regulations in connection with the transaction in which the acquisition would occur.

(A) Rule 13e-3, 17 CFR 240.13e-3 (for "going private" transactions);

(B) Rule 13e-4, 17 CFR 240.13e-4 (for tender offers by an issuer for its own stock):

(C) Regulation 14A. 17 CFR 240.148-1 through 240.14a-101 (for solicitation of proxies):

(D) Regulation 14C. 17 CFR 240.14c-1 through 240.14c-101 (for distribution of information statements in lieu of solicitation of proxies); or

(E) Regulations 14D or 14E, 17 CFR 240.14d-1 through 240.14f-1 (for tender offers):

(ii) The acquisition is not opposed by the institution to be acquired or contested by another prospective acquiror:

(iii) The application or notice does not raise a significant issue of law or policy: and

(iv) Where the acquiror is a company. the company is willing to agree in writing that:

(A) It will ensure that its subsidiary insured institution shall have, at the end of each calendar quarter. net worth at least equal to the amount that may be required pursuant to § 563.13 of this Chapter, and that where necessary, the company will infuse additional equity capital in a form satisfactory to the Supervisory Agent and sufficient to

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effect compliance with such undertaking: Provided, that where a company proposes to acquire less than 50 per cent of the voting stock of an insured institution. such company agrees to the foregoing net worth maintenance undertaking on a pro rata basis according to its percentage ownership of the insured institution's voting stock. and

(B) The company will service its debt without receiving dividends from the acquired insured institution subsidiary in excess of 50 percent of the subsidiary's net income per year on a cumulative basis, and will not receive dividends from the insured institution in excess of that amount, unless waived by the Supervisory Agent (1) on supervisory grounds; (2) in cases where the assets of the institution to be acquired will constitute less than five percent of the assets of the insured subsidiary institution(s) of the acquiring company for acquisitions by savings and loan holding companies that have not agreed to restrict the dividends received from, or guarantee the net worth of its subsidiary insured institution(s).

(2) Denial. The Principal Supervisory Agent is authorized to disapprove any application or notice that he is authorized to approve or for which he is authorized to issue a statement of intent not to disapprove under paragraph (a):1) of this section. Such disapproval shall be in writing, shall set forth with specificity the basis for the denial or disapproval and shall be furnished promptly to the acquiror.

(3) Other actions. For notices filed pursuant to 574.3(b) of this Part, and applications filed pursuant to § 574.3(a) of this Part, which may be approved under paragraph (a) of this section, the Principal Supervisory Agent may take the following actions:

(i) Any action regarding publication provided for in § 574.6(d) of this Part: (ii) A determination that an application or notice is sufficient or requiring additional information under 574.6(c)(1) of this Part:

(iii) Extensions of the review period under § 574 6(c)(3)(i) of this Part for up to 30 days:

(iv) A grant or denial of a request for waiver of certified financial statements for an acquiror's proprietary interests required in connection with notice filed under 574.3(b) of this Part: Provided. that the acquiror providers the following substitute information: (A) A statement supporting the acquiror's contention that production of such certified financial statements is unduly burdensome; (B) tables setting forth (1) the acquiror's percent of interest in the insured