(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 USC 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 225.41 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.
4-052.41
(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 state member bank to be acquired is
located or, in the case of a proposed acquisition of a bank holding
company, in the community in which its head office is located and
in the community in which the head office of each of its subsidiary
banks 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 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 bank or bank holding company;
(ii) the name of the bank or bank holding
company to be acquired, including the name of each of the bank holding
company’s subsidiary banks; 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)
if the Board determines, for good cause shown, that it is in the public
interest to grant such a 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 bank
or bank holding company to be acquired.
4-052.42
(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.
4-052.5
(d) Time period for Board action.
(1) Consummation
of acquisition.
(i) The notificants 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 any 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.
4-052.51
(e) Advice to bank supervisory
agencies.
(1) Upon accepting a notice relating to
acquisition of securities of a state member bank, the Reserve Bank
shall send a copy of the notice to the appropriate state bank supervisor,
which shall have 30 calender days from the date the notice is sent
in which to submit its views and recommendations to the Board. The
Reserve Bank also shall send a copy of any notice to the Comptroller
of the Currency, Federal Deposit Insurance Corporation, and the Office
of Thrift Supervision.
(2) If the Board finds that it must act immediately in order to prevent
the probable failure of the bank or bank holding company involved,
the Board may dispense with or modify the requirements for notice
to the state supervisor.
4-052.6
(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 bank or bank 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.
4-052.7
(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 USC 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
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.
