(a) Filing notice.
(1) A notice required under this subpart
shall be filed with the appropriate Reserve Bank and shall contain
all the information required by paragraph 6 of the Bank Control Act
(12 U.S.C. 1817(j)(6)), or prescribed in the designated Board form.
(2) The Board may waive
any of the informational requirements of the notice if the Board
determines that it is in the public interest.
(3) A notificant shall notify the appropriate
Reserve Bank or the Board immediately of any material changes in a
notice submitted to the Reserve Bank, including changes in financial
or other conditions.
(4) When the acquiring person is an individual, or group of individuals
acting in concert, the requirement to provide personal financial data
may be satisfied by a current statement of assets and liabilities
and an income summary, as required in the designated Board form, together
with a statement of any material changes since the date of the statement
or summary. The Reserve Bank or the Board, nevertheless, may request
additional information, if appropriate.
(b) Acceptance of notice. The 60-day
notice period specified in section 238.31 of this subpart begins on
the date of receipt of a complete notice. The Reserve Bank shall notify
the person or persons submitting a notice under this subpart in writing
of the date the notice is or was complete and thereby accepted for
processing. The Reserve Bank or the Board may request additional relevant
information at any time after the date of acceptance.
(c) Publication.
(1) Newspaper
announcement. Any person(s) filing a notice under this subpart
shall publish, in a form prescribed by the Board, an announcement
soliciting public comment on the proposed acquisition. The announcement
shall be published in a newspaper of general circulation in the community
in which the head office of the savings and loan holding company is
located and in the community in which the head office of each of its
subsidiary savings associations is located. The announcement shall
be published no earlier than 15 calendar days before the filing of
the notice with the appropriate Reserve Bank and no later than 10
calendar days after the filing date; and the publisher’s affidavit
of a publication shall be provided to the appropriate Reserve Bank.
(2) Contents of newspaper announcement. The
newspaper announcement shall state:
(i) The name of each person
identified in the notice as a proposed acquiror of the savings and
loan holding company;
(ii) The name of the savings and loan holding company to be acquired,
including the name of each of the savings and loan holding company’s
subsidiary savings association; and
(iii) A statement that interested persons
may submit comments on the notice to the Board or the appropriate
Reserve Bank for a period of 20 days, or such shorter period as may
be provided, pursuant to paragraph (c)(5) of this section.
(3) Federal Register announcement. The Board shall, upon filing of a notice under
this subpart, publish announcement in the Federal Register
of receipt of the notice. The Federal Register announcement
shall contain the information required under paragraphs (c)(2)(i)
and (c)(2)(ii) of this section and a statement that interested persons
may submit comments on the proposed acquisition for a period of 15
calendar days, or such shorter period as may be provided, pursuant
to paragraph (c)(5) of this section. The Board may waive publication
in the Federal Register if the Board determines that such action
is appropriate.
(4) Delay of publication. The Board may permit
delay in the publication required under paragraphs (c)(1) and (c)(3)
of this section if the Board determines, for good cause shown, that
it is in the public interest to grant such delay. Requests for delay
of publication may be submitted to the appropriate Reserve Bank.
(5) Shortening or waiving notice. The Board
may shorten or waive the public comment or newspaper publication requirements
of this paragraph, or act on a notice before the expiration of a public
comment period, if it determines in writing that an emergency exists,
or that disclosure of the notice, solicitation of public comment,
or delay until expiration of the public comment period would seriously
threaten the safety or soundness of the savings and loan holding company
to be acquired.
(6) Consideration of public comments. In acting
upon a notice filed under this subpart, the Board shall consider all
public comments received in writing within the period specified in
the newspaper or Federal Register announcement, whichever is
later. At the Board’s option, comments received after this period
may, but need not, be considered.
(7) Standing. No person (other than the acquiring person) who submits comments
or information on a notice filed under this subpart shall thereby
become a party to the proceeding or acquire any standing or right
to participate in the Board’s consideration of the notice or to appeal
or otherwise contest the notice or the Board’s action regarding the
notice.
(d) Time period for Board action.
(1) Consummation
of acquisition.
(i) The notificant(s) may consummate
the proposed acquisition 60 days after submission to the Reserve Bank
of a complete notice under paragraph (a) of this section, unless within
that period the Board disapproves the proposed acquisition or extends
the 60-day period, as provided under paragraph (d)(2) of this section.
(ii) The notificant(s)
may consummate the proposed transaction before the expiration of the
60-day period if the Board notifies the notificant(s) in writing of
the Board’s intention not to disapprove the acquisition.
(2) Extensions of time period.
(i) The Board
may extend the 60-day period in paragraph (d)(1) of this section for
an additional 30 days by notifying the acquiring person(s).
(ii) The Board may further
extend the period during which it may disapprove a notice for two
additional periods of not more than 45 days each, if the Board determines
that:
(A) Any acquiring person has not furnished
all the information required under paragraph (a) of this section;
(B) Any material information
submitted is substantially inaccurate;
(C) The Board is unable to complete the investigation
of an acquiring person because of inadequate cooperation or delay
by that person; or
(D)
Additional time is needed to investigate and determine that no acquiring
person has a record of failing to comply with the requirements of
the Bank Secrecy Act, subchapter II of Chapter 53 of Title 31, United
States Code.
(iii) If the Board extends the time
period under this paragraph, it shall notify the acquiring person(s)
of the reasons therefor and shall include a statement of the information,
if any, deemed incomplete or inaccurate.
(e) Advice to bank supervisory
agencies. The Reserve Bank shall send a copy of any notice to
the Comptroller of the Currency and the Federal Deposit Insurance
Corporation.
(f) Investigation
and report.
(1) After receiving a notice under this
subpart, the Board or the appropriate Reserve Bank shall conduct an
investigation of the competence, experience, integrity, and financial
ability of each person by and for whom an acquisition is to be made.
The Board shall also make an independent determination of the accuracy
and completeness of any information required to be contained in a
notice under paragraph (a) of this section. In investigating any notice
accepted under this subpart, the Board or Reserve Bank may solicit
information or views from any person, including any savings and loan
holding company involved in the notice, and any appropriate state,
federal, or foreign governmental authority.
(2) The Board or the appropriate Reserve
Bank shall prepare a written report of its investigation, which shall
contain, at a minimum, a summary of the results of the investigation.
(g) Factors
considered in acting on notices. In reviewing a notice filed
under this subpart, the Board shall consider the information in the
record, the views and recommendations of the appropriate bank supervisor,
and any other relevant information obtained during any investigation
of the notice.
(h) Disapproval
and hearing.
(1) Disapproval
of notice. The Board may disapprove an acquisition if it finds
adverse effects with respect to any of the factors set forth in paragraph
7 of the Bank Control Act (12 U.S.C. 1817(j)(7)) (i.e., competitive,
financial, managerial, banking, or incompleteness of information).
(2) Disapproval notification. Within three
days after its decision to issue a notice of intent to disapprove
any proposed acquisition, the Board shall notify the acquiring person
in writing of the reasons for the action.
(3) Hearing. Within 10 calendar days of receipt of the notice of the Board’s
intent to disapprove, the acquiring person may submit a written request
for a hearing. Any hearing conducted under this paragraph shall be
in accordance with the Rules of Practice for Formal Hearings (12 CFR
part 263). At the conclusion of the hearing, the Board shall, by order,
approve or disapprove the proposed acquisition on the basis of the
record of the hearing. If the acquiring person does not request a
hearing, the notice of intent to disapprove becomes final and unappealable.
