Notification for Prior Approval to Become a Bank Holding Company or for a Bank Holding Company to Acquire an Additional Bank or Bank Holding Company

Instructions for Preparation of
FR Y-3N
Notification to the Board of Governors
of the Federal Reserve System
Who May Use This Form

Financial Holding Companies

This form should be used for notifications filed under:
(1) section 3(a)(5)(C) of the BHC Act for one-bank
holding company formations that qualify for the procedures in section 225.17 of Regulation Y, and (2) sections
3(a)(3) and 3(a)(5) of the BHC Act for banking acquisitions by well-run bank holding companies that qualify
for the procedures in section 225.14 of Regulation Y.
This form also should be used to acquire 25 percent or
more of the total equity of a bank or bank holding
company, or otherwise to control a bank or bank holding
company.

If Notificant seeks to become a financial holding company in connection with the proposed transaction, it must
submit the necessary written declaration as part of the
FR Y-3N filing. The declaration must conform to Regulation Y (sections 225.81 and 225.82, or sections 225.90,
225.91, and 225.92, as appropriate). However, the
streamlined procedures contemplated by this form are
generally not expected to be appropriate for a foreign
banking organization seeking to become a financial holding company or an existing financial holding company
seeking to acquire a depository institution that is not well
capitalized or well managed. Notificant should contact
the appropriate Reserve Bank for further information.

Form FR Y-3 should be used for applications filed under
section 3 of the BHC Act that qualify for the procedures
in section 225.15 of Regulation Y.

Preparation of Notification
For relevant filing information, Notificants should consult the Board’s Regulation Y (12 CFR Part 223), a copy
of which is available on the Board’s public website
at www.federalreserve.gov/regulations/ or through any
Reserve Bank. Additional filing information is available
on the Board’s public website at www.federalreserve.gov/
generalinfo/applications/afi/. Refer to Form FR Y-4 for
instructions regarding the filing of any companion section 4 notification.
Inquiries regarding the preparation and filing of notifications should be directed to the Reserve Bank of the
Federal Reserve district in which the main office of
Notificant’s sole or principal subsidiary either will be or
is currently located (‘‘appropriate Reserve Bank’’). Notificants are encouraged to contact Federal Reserve staff as
soon as possible to discuss whether a notification is
appropriate for the proposed transaction.
FR Y-3N
April 2005

Filing Categories
(1) Notice Procedure for One-Bank Holding Company
Formations—Proposals to form a bank holding company to control a single bank that meet all the criteria
in section 225.17(a) of Regulation Y may be consummated within 30 calendar days after providing a
notice to the appropriate Reserve Bank that contains
all the information described in section 225.17(b) of
Regulation Y, unless the appropriate Reserve Bank
or the Board has objected to the proposal during the
notice period. In such cases, the bank holding company may file an application for prior approval of the
proposal under section 225.15 of Regulation Y.
(2) Expedited Action for Certain Bank Acquisitions by
Well-Run Bank Holding Companies—Proposals by
well-run bank holding companies that meet all the
requirements in section 225.14(c) of Regulation Y
may acquire additional banks or bank holding companies under section 3 of the BHC Act by filing a
notice to the appropriate Reserve Bank that contains
all the information described in section 225.14(a)(1)
of Regulation Y, unless the appropriate Reserve Bank
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Instructions for Preparation

or the Board has notified the acquiring bank holding
company that an application under another provision
of Regulation Y is required. The appropriate Reserve
Bank or the Board shall act on a proposal under
section 225.14 of Regulation Y or notify the bank
holding company that an application is required
under section 225.15 of Regulation Y within 5 business days after the close of the public comment
period. This notice procedure may not be used in
certain circumstances, including if the total riskweighted assets to be acquired are more than
$7.5 billion. See section 225.14(c) of Regulation Y.
In some cases, a bank holding company acquisition may
result in a person or group of persons acquiring control
of the bank holding company for purposes of the Change
in Bank Control Act (‘‘CIBC Act’’). In such case, the
requirements of the CIBC Act may be fulfilled by providing, as part of the notice under section 225.14 of Regulation Y, information required under paragraph (6)(A) of
the CIBC Act (12 USC §1817( j)(6)(A)) as well as any
financial or other information required by the Reserve
Bank under section 225.43 of Regulation Y. A person
or group of persons that chooses not to provide this
information as part of the notice procedure under section 225.14 of Regulation Y must separately comply
with the prior notice requirements of the CIBC Act. In
these cases, separate compliance could affect the expedited processing time frame provided under section
225.14 of Regulation Y.

Nonbanking Investments and Activities
Certain additional information is required if an existing
bank holding company intends to acquire nonbanking
operations, including a savings association or other nonbank insured depository institution, in connection with
the acquisition of an additional bank or bank holding
company. Any nonbanking investments or activities that
are to be acquired under the authority of sections 4(c)(8)
and 4(j) of the BHC Act require the prior approval of the
Board and a companion FR Y-4 notification. (See section
225.28 of Regulation Y for a listing of permissible
nonbanking activities approved by regulation and section
225.24 of Regulation Y for the procedures to engage in
those nonbanking activities.) Any nonbanking operations
that are to be acquired under other provisions within
section 4 of the BHC Act and that do not require the
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prior approval of the Board should be identified separately with relevant authorities cited. (See sections
225.22, 225.86 and 225.170 of Regulation Y for activities and investments that generally do not require the
prior approval of the Board.)

Publication Requirement
Proposals filed under the procedures for one-bank holding company formations (section 225.17 of Regulation Y) described in Filing Category (1) do not require
public notice. All proposals filed under section 225.14
of Regulation Y described in Filing Category (2) must
be published in a newspaper of general circulation in
the community(ies) in which the head offices of the
notificant bank holding company, its largest subsidiary bank, and each bank to be directly or indirectly
acquired is located (12 CFR 262.3(b)(1)(ii)(E)). The
newspaper notice must provide an opportunity for the
public to submit written comments on the proposal for at
least 30 calendar days after the date of publication, and
must be published no more than 15 calendar days before
and no later than 7 calendar days after the date that the
notification is filed with the appropriate Reserve Bank.
On written request by Notificant, the Reserve Bank may
publish notice of proposals in the Federal Register no
more than 15 calendar days before the notification is
filed.
Notificant should consult with the appropriate Reserve
Bank or the Board’s public website for the specific
publication format used at that Reserve Bank. A copy of
the newspaper notice publication must be provided to the
appropriate Reserve Bank, as required by Section
262.3(b) of the Board’s Rules of Procedure. The following is a sample notice:
Notice of Notification for
(Acquisition of a Bank or Bank Holding Company by a
Bank Holding Company)
(Name and location of head office) intends to apply to
the Federal Reserve Board for permission to (acquire a
bank,) (acquire/merge with another bank holding company,) (name and location of head office). We intend to
acquire control of (name of bank (and thrift, if any) and
location of head office). The Federal Reserve considers a
number of factors in deciding whether to approve the
notification, including the record of performance of
banks we own in helping to meet local credit needs.
FR Y-3N
April 2005

Instructions for Preparation

You are invited to submit comments in writing on this
notification to the Federal Reserve Bank of _____, (address of appropriate Reserve Bank). The comment period
will not end before (date must be no less than 30 days
from the date of publication of the notification) and may
be somewhat longer. The Board’s procedures for processing notifications may be found at 12 C.F.R. Part 262.
Procedures for processing protested notifications may be
found at 12 C.F.R. 262.25. To obtain a copy of the
Federal Reserve Board’s procedures, or if you need more
information about how to submit your comments on the
notification, contact (name of Reserve Bank contact and
telephone number). The Federal Reserve will consider
your comments and any request for a public meeting or
formal hearing on the notification if they are received in
writing by the Reserve Bank on or before the last day of
the comment period.

information may be requested. The request for confidential treatment must be submitted in writing concurrently
with the filing of the notification, and must discuss in
detail the justification for confidential treatment. Such
justification must be provided for each response for
which confidential treatment in the public portion of the
notification is requested. Notificant’s reasons for requesting confidentiality should demonstrate specifically the
harm that would result from public release of the information. A statement simply indicating that the information would result in competitive harm or that it is personal in nature is not sufficient. (A claim that disclosure
would violate the law or policy of a foreign country is
not, in and of itself, sufficient to exempt information
from disclosure. Notificant must demonstrate that disclosure would meet either the ‘‘substantial competitive
harm’’ or ‘‘unwarranted invasion of personal privacy’’
tests.)

Supporting Information

Information for which confidential treatment is requested
should be (1) specifically identified in the public portion
of the notification (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’ Notificant should follow this same procedure with regard to filing any supplemental information
to the notification.

Please note that the Federal Reserve System specifically
reserves the right to require the filing of additional statements and information. If any information initially furnished in the notification changes significantly during
processing or prior to consummation, these changes are
to be communicated promptly to the appropriate Reserve
Bank.

Confidentiality
Under the provisions of the Freedom of Information Act
(5 U.S.C. §552), the notification is a public document
and available to the public upon request.
If Notificant is of the opinion that disclosure of commercial or financial information would likely result in substantial harm to its competitive position or that of its
subsidiaries or that disclosure of information of a personal nature would result in a clearly unwarranted invasion of personal privacy, confidential treatment of such

FR Y-3N
April 2005

The Federal Reserve System will determine whether
information submitted as confidential will be so regarded, and will advise Notificant of any decision to
make available to the public information labeled ‘‘CONFIDENTIAL.’’

Compliance
Notificant is expected to comply with all representations
and commitments made in this notification. Notificant
should immediately contact the appropriate Reserve
Bank if there is any change in the structure of the
proposal prior to consummation.

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Insert D
Confidentiality
Under the provisions of the Freedom of Information Act (the “FOIA” -- 5 U.S.C.
552), the notification is a public document and available to the public upon request.
Once submitted, a notification becomes a record of the Board and may be
requested by any member of the public. Board records generally must be disclosed
unless they are determined to fall, in whole or in part, within the scope of one or
more of the FOIA exemptions from disclosure. See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to) ‘‘trade secrets and
commercial or financial information obtained from a person and privileged or
confidential’’ (exemption 4), and information that, if disclosed, ‘‘would constitute
a clearly unwarranted invasion of personal privacy’’ (exemption 6). A Notificant
may request confidential treatment for any information submitted in (or in
connection with) its application that Notificant believes is exempt from disclosure
under the FOIA. For example, if Notificant is of the opinion that disclosure of
commercial or financial information would likely result in substantial harm to its
competitive position or that of its subsidiaries, or that disclosure of information of
a personal nature would result in a clearly unwarranted invasion of personal
privacy, confidential treatment of such information may be requested.
The request for confidential treatment must be submitted in writing concurrently
with the filing of the notification (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must
be provided for each portion of the notification (or related submissions) for which
confidential treatment is requested. Notificant’s reasons for requesting
confidentiality must specifically describe the harm that would result from public
release of the information. A statement simply indicating that the information
would result in competitive harm or that it is personal in nature is not sufficient.
(A claim that disclosure would violate the law or policy of a foreign country is not,
in and of itself, sufficient to exempt information from disclosure. Notificant must
demonstrate that disclosure would fall within the scope of one or more of the FOIA
exemptions from disclosure.) Notificant must follow the steps outlined
immediately below, and certify in the notification (or related submissions) that
these steps have been followed.
Information for which confidential treatment is requested should be: (1)
specifically identified in the public portion of the notification (by reference to the
confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’
With respect to applications that include information regarding an individual or
individuals associated with the proposed transaction, the Board expects Notificant

to certify that it has obtained the consent of the individual(s) to public release of
such information prior to its submission to the Board or, in the absence of such
consent, to submit (or ensure that the individual(s) submit(s)) a timely request for
confidential treatment of the information in accordance with these instructions.
Information submitted directly by an individual or individuals will become part of
the relevant notification record, and, accordingly, will be a Board record subject to
being requested by any member of the public under FOIA.
The Federal Reserve will determine whether information submitted as confidential
will be so regarded, and will advise Notificant of any decision to make available to
the public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be
understood that, without prior notice to Notificant, the Board may disclose or
comment on any of the contents of the notification in the Order or Statement issued
by the Board in connection with its decision on the notification. The Board’s staff
normally will apprise Notificant in the course of the review process that such
information may need to be disclosed in connection with the Board’s action on the
notification.
For further information on the procedures for requesting confidential treatment and
the Board’s procedures for addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part 261, including 12 CFR 261.15,
which governs requests for confidential treatment.