Application 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-3
Application to the Board of Governors
of the Federal Reserve System
Who May Use This Form
This form should be used for applications filed under
section 3 of the BHC Act, including applications filed
under: (1) section 3(a)(1) of the BHC Act by any United
States corporation, partnership, business trust, association, or any other trust that does not terminate within
twenty-five years (or within twenty-one years and ten
months after the death of individuals living on the effective date of the trust) that seeks to form a bank holding
company with respect to one or more banks; (2) section
3(a)(3) of the BHC Act by an existing bank holding
company to acquire shares of a bank or bank holding
company, if after such acquisition the applicant bank
holding company would own 5 percent or more of the
voting shares of the bank or bank holding company; and
(3) section 3(a)(5) of the BHC Act for the merger or
consolidation of bank holding companies. 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. This form
should be used only for those filings subject to the
procedures in section 225.15 of Regulation Y.
Form FR Y-3N should be used for notifications filed
under: (1) under section 3(a)(5)(C) of the BHC Act that
qualify for the procedures in section 225.17 of Regulation Y, and (2) under sections 3(a)(3) and 3(a)(5) of the
BHC Act that qualify for the procedures in section
225.14 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 application under section 225.15 of
Regulation Y, information required under paragraph
(6)(A) of the CIBC Act (12 U.S.C. §1817(j)(6)(A)) as
well as any financial or other information required by the
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April 2005

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 application under section
225.15 of Regulation Y must separately comply with the
prior notice requirements of the CIBC Act.

Preparation of Application
For relevant filing information, Applicants 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/. As indicated on the FR Y-3
cover page, an application may first be submitted in draft
form whenever Applicant so chooses.
Inquiries regarding the preparation and filing of applications should be directed to the Reserve Bank of the
Federal Reserve district in which the main office of
Applicant’s sole or principal subsidiary either will be or
is currently located (‘‘appropriate Reserve Bank’’).
Applicants are encouraged to contact Federal Reserve
staff as soon as possible for assistance in identifying the
specific type of information that should be provided in
the application (particularly information related to convenience and needs or competitive considerations, including management official interlocks subject to Regulation
L (12 CFR Part 212)) and to determine whether an
examination of the bank(s) to be acquired will be required in connection with the proposed transaction.
The required application is to be filed by submitting the
information requested in this form to the appropriate
Reserve Bank. Alternative formats, if used, must provide
all requested information. The application must be substantially complete and responsive to each item of information requested (including an indication that the answer
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Instructions for Preparation

is ‘‘not applicable’’ or ‘‘none’’ where such is the case) in
order to be considered properly filed in accordance with
the requirements of the BHC Act.
The appropriate Reserve Bank, within the established
time limitations, will review the submitted application
to determine if it is substantially complete. If so, an
acknowledgement letter will be sent indicating the date
that the application has been formally accepted for processing. If not, the application will be returned to the
Applicant. As necessary to complete the record of the
application, a request for additional information will
be sent to the contact person named in the application.
Under certain circumstances, name check and financial
information may be required; such information for individuals should be submitted on the Interagency Biographical and Financial Report (FR 2081c; OMB No.
7100-0134), and may be submitted in advance of the
application. Contact the appropriate Reserve Bank for
further information.
The Federal Reserve System reserves the right to require
the filing of additional statements and information. If any
information initially furnished in the application changes
significantly during processing of the application, these
changes should be communicated promptly to the appropriate Reserve Bank.

Foreign Organizations
If Applicant is organized under the laws of a foreign
country and is seeking the initial acquisition of a domestic bank, Applicant must complete FR Y-1F instead of
this form.

Nonbanking Investments and Activities
Certain additional information is required if Applicant
intends to acquire nonbanking operations, including a
savings association or other nonbank insured depository
institution, in connection with the proposed transaction.
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
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.)

Financial Holding Companies
If Applicant 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-3 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). Applicant should
contact the appropriate Reserve Bank for further
information.
If the proposal involves a financial holding company that
is seeking to acquire a depository institution that is not
well capitalized or well managed, Applicant must contact the appropriate Reserve Bank regarding the development and execution of an agreement under section 4(m)
of the BHC Act acceptable to the Board. The agreement
will outline the actions to be taken by Applicant to
address the financial and/or managerial deficiencies of
the depository institution, and any limitations on the
activities of Applicant until those deficiencies are satisfactorily addressed.
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Publication Requirement
For applications filed pursuant to section 3 of the BHC
Act, Applicant should publish a notice in a newspaper of
general circulation in the community(ies) in which the
head offices of the applicant bank holding company, its
largest subsidiary bank, and each bank to be directly or
indirectly acquired is located. The newspaper notice
should provide 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 application is filed
with the appropriate Reserve Bank. On written request
by the Applicant, the Reserve Bank may publish notice
of proposals in the Federal Register no more than 15 calendar days before the application is filed.
Applicant should consult with the appropriate Reserve
Bank or the Board’s public website for the specific
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Instructions for Preparation

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 Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or
Bank Holding Company by a Bank Holding Company) or
(Merger of Bank Holding Companies)
(Name and location of head office) intends to apply to
the Federal Reserve Board for permission to (form a
bank holding company with respect 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 location of head office;
include name and location of savings association or
other nonbank insured depository institution, if any). The
Federal Reserve considers a number of factors in deciding whether to approve the application, including the
record of performance of banks we own in helping to
meet local credit needs.
You are invited to submit comments in writing on this
application 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 application) and may
be somewhat longer. The Board’s procedures for processing applications may be found at 12 C.F.R. Part 262.
Procedures for processing protested applications 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
application, 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 application if they are received in
writing by the Reserve Bank on or before the last day of
the comment period.

Confidentiality
Under the provisions of the Freedom of Information Act
(5 U.S.C. 552), the application is a public document and
available to the public upon request.
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April 2005

If Applicant 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 application, 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 application is requested. Applicant’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. Applicant must demonstrate that disclosure would meet either the ‘‘substantial
competitive harm’’ or ‘‘unwarranted invasion of personal
privacy’’ tests.)
Information for which confidential treatment is requested
should be: (1) specifically identified in the public portion
of the application (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’ Applicant should follow this same procedure with regard to filing any supplemental information
to the application.
The Federal Reserve System will determine whether
information submitted as confidential will be so regarded, and will advise Applicant of any decision to
make available to the public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that,
without prior notice to Applicant, the Board may disclose or comment on any of the contents of the application in the Order or Statement issued by the Board in
connection with its decision on the application. The
Board’s staff normally will apprise Applicant in the
course of the applications process that such information
may need to be disclosed in connection with the Board’s
action on the application.

Preliminary Charter Approval
If a proposed new operating bank is involved, Applicant
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Insert C
Confidentiality
Under the provisions of the Freedom of Information Act (the “FOIA” -- 5 U.S.C.
552), the application is a public document and available to the public upon request.
Once submitted, an application 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). An Applicant
may request confidential treatment for any information submitted in (or in
connection with) its application that Applicant believes is exempt from disclosure
under the FOIA. For example, if Applicant 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 application (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must
be provided for each portion of the application (or related submissions) for which
confidential treatment is requested. Applicant’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. Applicant must
demonstrate that disclosure would fall within the scope of one or more of the FOIA
exemptions from disclosure.) Applicant must follow the steps outlined
immediately below, and certify in the application (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 application (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 Applicant
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 application 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 Applicant of any decision to make available to
the public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be
understood that, without prior notice to Applicant, the Board may disclose or
comment on any of the contents of the application in the Order or Statement issued
by the Board in connection with its decision on the application. The Board’s staff
normally will apprise Applicant in the course of the review process that such
information may need to be disclosed in connection with the Board’s action on the
application.
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.

Instructions for Preparation

should have received at least preliminary approval of the
charter before filing this application in final form. Applicant should contact the appropriate Reserve Bank during
the preliminary charter process regarding the application
to be filed.

Supporting Information
The Federal Reserve System specifically reserves the
right to require the filing of additional statements and
information. The questions in the application are not
intended to limit Applicant’s presentation. Applicant
bears the full burden for presenting and documenting a
case to meet the statutory criteria for approval. Supporting information for any or all factors, setting forth the
basis for Applicant’s judgment, may accompany the
application.

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

Requested Information
Proposed Transaction
1. Provide the following with respect to the Bank/Bank
Holding Company to be acquired:
a. Total number of shares of each class of stock
outstanding;
b. Number of shares of each class now owned or
under option by Applicant, by subsidiaries of
Applicant, by principals of Applicant,1 by trustees for the benefit of Applicant, its subsidiaries,
shareholders, and employees as a class, or by an
escrow arrangement instituted by Applicant;
1. The term principal as used herein means any individual or corporation that (1) owns, directly or indirectly, 10 percent or more of the
outstanding shares of any class; (2) is a director, trustee, partner, or
executive officer; or (3) with or without ownership interest, participates, or
has the authority to participate in major policy-making functions, whether
or not the individual has an official title or is serving without compensation. If Applicant believes that any such individual should not be regarded
as a principal, Applicant should so indicate and give reasons for such
opinion.

Page 4

c. Number of shares of each class to be acquired by
cash purchase; the amount to be paid, per share
and in total; and the source of funds to be applied
to the purchase;
d. Number of shares of each class to be acquired by
exchange of stock, the exchange ratio, and the
number and description of each class of Applicant’s shares to be exchanged;
e. Copy of any existing or proposed contract or
agreement that in any manner limits the ability
of individuals associated with Applicant or the
Bank/Bank Holding Company to compete with
Applicant, its subsidiaries, or the Bank/Bank
Holding Company. Discuss the purpose of and
the reasonableness of such an arrangement with
respect to duration, geographic area, and the institutions involved; and
f. A brief description of any unusual contractual
terms, especially those terms not disclosed
elsewhere in the application. Also, provide the
expiration dates of any contractual arrangement
between the parties involved in this application.
2. If the proposed transaction is an acquisition of assets
and assumption of liabilities, indicate the total price
and the amount such price represents per share to the
stockholders of Bank. Also, indicate the source of
funds which Applicant intends to use in acquiring
the assets of Bank and discuss the effect of the
transaction on Applicant.
3. For applications filed pursuant to section 3(a)(1) of
the BHC Act, if the proposed transaction will result
in an organization other than a shell one-bank holding company, submit a pro forma organization chart
showing Applicant’s percentage of ownership of all
banks and companies, both domestic and foreign, in
which it directly or indirectly will own or control
more than 5 percent of the outstanding voting shares.

Financial and Managerial Information
4. a. Provide parent company and consolidated balance sheets for Applicant.2 The balance sheets
should be as of the end of the most recent fiscal
2. If Applicant’s pro forma consolidated assets are less than $150 million and if Applicant does not intend to either engage in a leveraged
nonbank activity or issue publicly held debt, Applicant need not submit
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Requested Information

quarter, showing separately each principal group
of assets, liabilities, and capital accounts; debit
and credit adjustments (explained by footnotes)
reflecting the proposed acquisition; and the resulting pro forma balance sheets. Goodwill and all
other intangible assets should be set out separately on the balance sheet according to type of
intangible. Also, indicate the amortization period
for any amortizable intangible asset;
b. If the total consolidated assets of Applicant
exceed $150 million, provide the amount, maturity, and a brief description of any outstanding
debt instruments. Indicate which instruments
qualify under the risk-based capital guidelines as
tier 2 capital for the consolidated organization.
This information can be provided in a footnote to
the consolidated balance sheet;
c. Material changes between the date of the balance
sheets and the date of the application should be
disclosed (with an appropriate explanation). If
there are no material changes, a statement to that
effect should be made; and
d. Provide for Applicant, on a consolidated basis (if
pro forma total consolidated assets of the organization exceed $150 million or Applicant is otherwise subject to consolidated capital standards), a
breakdown of the organization’s existing and pro
forma risk-adjusted assets as of the end of the
most recent fiscal quarter, showing each principal
group of on- and off-balance sheet assets and the
relevant risk-weight. Also, identify the existing
and pro forma components of tier 1, tier 2, and
tier 3 (if any) capital pursuant to the risk-based
capital guidelines as of the end of the most recent
fiscal quarter, and provide calculations of Applicant’s existing and pro forma tier 1 and total
capital ratios pursuant to the risk-based guidelines and the related leverage ratios.
Note: In applications filed pursuant to section
3(a)(1) of the BHC Act, if the application
involves the transfer of ownership of Bank from
one control group to another at the time of formation, then Applicant’s carrying value for the
shares of Bank would be the purchase price. If
consolidated balance sheets. All other applicants will be evaluated on a
consolidated basis.
FR Y-3
April 2005

the application involves the transfer of ownership of Bank from individual to corporate form
(a reorganization of existing ownership interests), then Applicant’s carrying value for the
shares of Bank should be the historical cost to
the exchanging shareholders plus the proportionate interest in any undistributed earnings of Bank
from the date those shares were acquired by the
exchanging shareholders. (Bank’s valuation
reserves are not included in these computations.)
If historical cost plus undistributed earnings cannot reasonably be determined, then present book
value should be assigned to the shares of Bank as
carrying value. The computation of carrying
value should be detailed by footnotes to the
balance sheet.
5. Provide for Applicant and Bank/Bank Holding
Company:
a. Plans to issue additional equity or long-term debt,
including any debt that Applicant will incur or
assume in this proposal. Specify the amount, purpose, the name and location of the lender, and
provide a copy of any loan agreement or loan
commitment letter from the lender which provides the interest rate, maturity, collateral, and
proposed amortization schedule; discuss generally what resources will be used to service any
debt arising from the proposed transaction; and
b. If Applicant’s pro forma consolidated assets are
equal to or greater than $150 million, or if Applicant’s consolidated assets are less than $150 million and it engages in a leveraged nonbank activity or issues publicly held debt, provide cash flow
projections for the parent company for each of the
next three years, along with supporting schedules
for each material cash receipt and disbursement,
if Applicant will incur or assume any debt in this
proposal and parent company long-term debt will
exceed 30 percent of parent company equity capital accounts on a pro forma basis. For example, if
Applicant projects that dividends from subsidiary
banks will be utilized to service parent company
debt, provide projections of assets, tier 1 and total
capital ratios pursuant to the risk-based capital
guidelines as well as the leverage ratio, earnings,
and dividends for Applicant’s subsidiary banks.
(If the combined assets of the subsidiary banks
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Requested Information

exceed $500 million, subsidiary bank data can be
shown on an aggregate basis.) Explain the methods and assumptions utilized in the projections,
and support all assumptions which deviate from
historical performance; or
c. If Applicant’s pro forma consolidated assets are
less than $150 million, provide cash flow projections for the parent company for each of the next
twelve years, along with supporting schedules for
each material cash receipt and disbursement, if
Applicant will incur or assume any debt in this
proposal and parent company long-term debt will
exceed 30 percent of parent company equity capital accounts on a pro forma basis.3 Such projections for the parent company must clearly demonstrate the ability to reduce the long-term debt to
equity ratio to 30 percent or less within twelve
years of consummation and must take into
account the schedule of principal reduction
required by the parent company’s creditor(s).
Include projections of subsidiary bank(s) assets,
tier 1 and total capital ratios pursuant to the
risk-based capital guidelines, the leverage ratio,
earnings, and dividends. Explain the methods and
assumptions utilized in the projections, and support all assumptions which deviate from historical performance.
6. For applications filed pursuant to section 3(a)(1) of
the BHC Act, provide for Applicant and Bank a list
of principals (including changes or additions to this
list to reflect consummation of the transaction), providing information with respect to each as follows:
a. Name and address (City and State/Country). If
the principal’s country of citizenship is different
from his or her country of residence, then state
the country of citizenship;
b. Title or positions with Applicant and Bank;
c. Number and percentage of each class of shares of
Applicant and Bank owned, controlled, or held

3. If Applicant’s pro forma consolidated assets are less than $150 million and if Applicant is either engaged in a leveraged nonbank activity or
has issued publicly held debt, Applicant should respond to question 5(b) (if
appropriate) and not to question 5(c).

Page 6

with power to vote by this individual; 4
d. Principal occupation if other than with Applicant
or Bank; and
e. Percentage of direct or indirect ownership, if such
ownership represents 10 percent or more of any
class of shares, or positions held in any other
depository institution or depository institution
holding company.5 Give the name and location of
such other depository institution or depository
institution holding company. (Information that
has been collected or updated within the past
12 months may be submitted, unless Applicant
has reason to believe that such information is
incorrect.)
7. For applications filed pursuant to sections 3(a)(3) or
3(a)(5) of the BHC Act, list any changes in management or other principal relationships for Applicant
and the Bank/Bank Holding Company which will
result from the proposal. For any existing or proposed principal of Applicant or Bank/Bank Holding
Company that is also a principal of any other depository institution or depository institution holding
company, provide the following information:
a. Name, address, and title or position with Applicant, Bank/Bank Holding Company, and the other
depository institution or depository institution
holding company (give the name and location of
the other depository institution or depository
institution holding company);
b. Number and percentage of each class of shares
of Applicant and Bank/Bank Holding Company
owned, controlled, or held with power to vote by
this individual;6
c. Principal occupation if other than with Applicant
or Bank/Bank Holding Company; and
d. Percentage of direct or indirect ownership held
in the other depository institution or depository
institution holding company if such ownership
represents 10 percent of more of any class of
4. Include shares owned, controlled or held with power to vote by
principal’s spouse, dependents and other immediate family members. Give
record ownership and, to the extent information is available, beneficial
ownership of shares held by trustees, nominees, or in street names.
5. For purposes of this application, a ‘‘depository institution’’ is defined
as a commercial bank (including a private bank), a savings bank, a trust
company, a savings and loan association, a homestead association, a
cooperative bank, an industrial bank, or a credit union.
FR Y-3
April 2005
6. As defined in footnote number 4.

Insert E (old question 5/new question 6)
Provide for Applicant and any other Bank(s)/Bank Holding Company(ies)
that would result from the proposal:
a.

A description of any plans (in connection with the proposed transaction, or
otherwise) to issue, incur, or assume additional common equity, preferred
stock, trust preferred securities, other qualifying capital, and/or debt. As
relevant, specify the amount, purpose, the name and location of the issuer
and/or lender; provide a copy of any loan agreement, loan commitment letter
from the lender, or other underlying agreement which provides the interest
rate, maturity, collateral, and proposed amortization schedule; and discuss
what resources will be used to service any debt or capital instruments arising
from the proposed transaction; and

b.

Cash flow projections under the following limited circumstances;
(i)

For an Applicant that is or would be subject to consolidated capital
standards following consummation of the proposed transaction and that
would incur or assume any debt or trust preferred securities in the
proposal such that parent company long-term debt would exceed
30 percent of parent company equity capital, provide cash flow
projections for the parent company for each of the next three years,
along with supporting schedules for each material cash receipt and
disbursement. If Applicant projects that dividends or other payments
from subsidiary banks will be used to service parent company debt
and/or trust preferred securities, provide projections of subsidiary
bank(s) assets, tier 1 and total capital ratios pursuant to the risk-based
capital guidelines, leverage ratio, earnings, and dividends. (If the
combined assets of the subsidiary banks exceed $500 million,
subsidiary bank data may be shown on an aggregate basis.);

(ii) For an Applicant that is not or would not be subject to consolidated
capital standards following consummation of the proposed transaction
and that would incur or assume any debt or trust preferred securities in
the proposal such that parent company long-term debt would exceed
30 percent of parent company equity capital, provide cash flow
projections for the parent company for each of the next twelve years,
along with supporting schedules for each material cash receipt and
disbursement. These projections must clearly demonstrate the ability
of the parent company to reduce the long-term debt to equity ratio to
30 percent or less within twelve years of consummation and must take
into account the schedule of principal reduction required by the parent
company’s creditor(s). Include projections of subsidiary bank(s)

assets, tier 1 and total capital ratios pursuant to the risk-based capital
guidelines, leverage ratio, earnings, dividends, and other payments to
affiliates. Explain the methods and assumptions utilized in the
projections, and support all assumptions which deviate from historical
performance.
(iii) For an Applicant that is not or would not be subject to consolidated
capital standards following consummation of the proposed transaction
and that would incur or assume any debt or trust preferred securities in
the proposal such that parent company long-term debt would be equal
to or less than 30 percent of parent company equity capital and
combined parent company long-term debt and trust preferred securities
would exceed 30 percent of parent company equity capital, provide
cash flow projections for the parent company for each of the next three
years, along with supporting schedules for each material cash receipt
and disbursement. As indicated above, relevant bank subsidiary
projections should be provided if the parent company projects relying
on dividends and other payments from bank subsidiaries to service its
debt and trust preferred securities.

Requested Information

shares. (Information that has been collected or
updated within the past 12 months may be submitted, unless Applicant has reason to believe
that such information is incorrect.)
8. Discuss any material change in the financial condition of Bank/Bank Holding Company since the most
recent examination/inspection. Indicate the amount
of any dividend payment by Bank/Bank Holding
Company since the date of the most recent report of
condition and report of income and dividends. Also,
indicate the amount of any Bank/Bank Holding
Company dividends that are planned prior to consummation. For applications filed pursuant to section 3(a)(1) of the BHC Act, provide for Bank a
copy of all schedules from the most recent report of
condition and report of income and dividends as
filed with a Federal supervisory authority.
9. If the consolidated assets of the resulting organization are less than $150 million for each principal of
Applicant who will either retain personal indebtedness or act as guarantor for any debt that was incurred in the acquisition of shares of Applicant or
Bank/Bank Holding Company, provide the following:
a. Name of borrower and title, position, or other
designation that makes the borrower a principal
of Applicant;
b. Amount of personal indebtedness to be retained;
c. A description of the terms of the borrowing, and
the name and location of the lender;
d. Statement of net worth as of a date within three
months of Applicant’s final filing of the application. The statement of net worth should be in
sufficient detail to indicate each principal group
of assets and liabilities of the reporting principal,
and the basis for the valuation of assets (provide
supporting documentation, as appropriate). In
addition to debts and liabilities, the reporting
principal should state on a separate schedule, any
endorsed, guaranteed, or otherwise indirect or
contingent liability for the obligation of others;
and
e. Statement of most current year’s income. In addition to indicating each principal source of annual
FR Y-3
April 2005

income, the reporting principal should list annual
fixed obligations arising from amortization and
other debt servicing. (If the most current year’s
statement is not representative of the future, the
reporting principal should submit a pro forma
income statement and discuss the significant
changes and the basis for those changes.)

Competition and Convenience and Needs
If the subject transaction is a bank holding company
formation involving only one bank or an application filed
pursuant to section 3(a)(3) or 3(a)(5) of the BHC Act to
acquire a de novo bank, a response to items 10 and 11 is
not required. Otherwise, Applicant should contact the
appropriate Reserve Bank to determine whether a
response to items 10 and 11 will be necessary. If a
response is required, Applicant should obtain a preliminary definition of the relevant banking markets from the
appropriate Reserve Bank. If Applicant disagrees with
the Reserve Bank’s preliminary definition of the banking
market(s), it may in addition to supplying the information requested on the basis of the Reserve Bank’s definition of the banking market(s), include its own definition
of the banking market(s), with supportive data, and answer the questions based on its definition. If later analysis leads Federal Reserve staff to alter the preliminary
definition provided, Applicant will be so informed.
10. Discuss the effects of the proposed transaction on
competition considering the structural criteria specified in the Board’s Rules Regarding Delegation of
Authority (section 265.11c(11)(v)). Applicant may
be required to provide additional information if
Federal Reserve staff determines that the proposal
exceeds existing competitive guidelines. Also, if
divestiture of all or any portion of any bank or
nonbanking company constitutes part of this proposal, discuss in detail the specifics and timing of
such divestiture.
11. If the proposal involves the acquisition of nonbank
operations under sections 4(c)(8) and 4(j) of the
Bank Holding Company Act, a Form FR Y-4 should
be submitted in connection with FR Y-3 filing. At a
minimum, the information related to the nonbank
operations should include the following:
a. A description of the proposed activity(ies);
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b. The name and location of Applicant’s and Bank’s
direct or indirect subsidiaries that engage in the
proposed activity(ies);
c. Identification of the geographic and product markets in which competition would be affected by
the proposal;
d. A description of the effect of the proposal on
competition in the relevant markets; and
e. A list of major competitors in each affected
market.
In addition, the applicant should identify any other
nonbank operations to be acquired, with brief
descriptions of the activities provided.
12. In an application in which any principal of Applicant
or Bank/Bank Holding Company is also a principal
of any other insured depository institution or depository institution holding company, give the name and
location of each office of such other institution that
is located within the relevant banking market of
Bank/Bank Holding Company, and give the approximate road miles by the most accessible and traveled
route between those offices and each of the offices of
Bank/Bank Holding Company.

or products that will result from the consummation of the transaction. If any services or products
will be discontinued, describe and explain the
reasons.
b. Discuss the programs, products, and activities of
the depository subsidiaries of the Applicant or the
target Bank that will meet the existing or anticipated needs of its community(ies) under the applicable criteria of the Community Reinvestment
Act (CRA) regulation, including the needs of
low- and moderate-income geographies and individuals. For a subsidiary of the Applicant or
target Bank that has received a CRA composite
rating of ‘‘needs to improve’’ or ‘‘substantial
noncompliance’’ institution-wide or, where applicable, in a state or multi-state MSA, or has
received an evaluation of less than satisfactory
performance in an MSA or in the non-MSA portion of a state in which the applicant is expanding
as a result of the transaction, describe the specific
actions, if any, that have been taken to address the
deficiencies in the institution’s CRA performance
record since the rating.

13. a. Describe how the proposal will meet the convenience and needs of the target Bank’s community(ies). List any significant changes in services

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FR Y-3
April 2005