1622 Interagency Notice of Change in Control

OMB No. for FDIC 3064-0019 Expires November 30, 2007
OMB No. for OCC 1557-0014 Expires November 30, 2007
OMB No. for OTS 1550-0032 Expires November 30, 2007
OMB No. for FRB 7100-0134, Expires October 31, 2007

Interagency Notice of Change in Control
Public reporting burden for the collection of information for this notice is estimated to average 30 hours,
including the time to gather and maintain data in the required form, to review instructions, and to complete
the information collection. Send comments regarding this burden estimate or any other aspect of this
collection of information, including suggestions for reducing this burden to: Paperwork Reduction Act,
Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC 20429;
Secretary, Board of Governors of the Federal Reserve System, 20th St. and Constitution Ave., NW,
Washington, DC 20551; Licensing Activities Division, Comptroller of the Currency, 250 E Street, SW,
Washington, DC 20219; or Office of Supervision Policy, Office of Thrift Supervision, 1700 G Street, NW,
Washington, DC 20552; and to the Office of Management and Budget, Paperwork Reduction Project,
Washington, DC 20503.
An organization or a person is not required to respond to a collection of information unless it displays a
currently valid OMB control number.

General Information and Instructions
Preparation and Use
This form is used to file notice to acquire control of a depository institution or a holding
company, pursuant to the Change in Bank Control Act, as amended (12 U.S.C. 1817(j)).
As used in this form, “holding company” means a bank holding company, a savings and
loan holding company, or other company that controls a depository institution. The
information must be submitted to the appropriate regulatory agency of the institution
whose shares are to be acquired. All inquiries on preparation of the notice should be
directed to that agency which, in some circumstances, may modify the information
requested.
The regulatory agency will review the submitted notice to determine if it is complete. If
the submitted notice is not complete, the regulatory agency may either request additional
information or it may return the notice. If the required information is not available,
please explain. When the notice is complete, the regulatory agency will confirm its
determination in writing. The questions are not intended to duplicate information
supplied on another form or in an exhibit; a cross-reference to the information is
acceptable. Any cross-reference must be made to a specific location in the documents, so
the information can be found easily. If additional space is needed to provide complete
answers, please attach additional sheets or exhibits.
For additional information regarding the processing procedures and guidelines, and any
supplemental information that may be required, refer to the appropriate regulatory
agency’s procedural guidelines (that is, Comptroller’s Licensing Manual, the FDIC’s
Rules and Regulations (12 CFR Part 303) and relevant policy statements, or the OTS’
Application Processing Handbook), contact the agency directly for specific instruction, or
visit its Web site at www.occ.treas.gov, www.fdic.gov, www.ots.treas.gov, or
www.federalreserve.gov.

Biographical and Financial Report
To assist the regulatory agencies in evaluating the factors specified in the Change in Bank
Control Act, an Interagency Biographical and Financial Report must be submitted for
each person named in the notice.
Supporting Information
The formal questions in the notice are not intended to limit the acquirer’s presentation,
and the regulatory agency may request additional necessary information. If any
information furnished in the notice changes materially during the processing of the notice
or prior to consummation, such changes should be communicated promptly to the
regulatory agency with which the notice was filed.
Compliance
The proposed acquirer is expected to comply with all representations and commitments
made in this notice.
Transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(15 U.S.C. 18a), which applies to certain very large transactions, require a pre-merger
filing with the Federal Trade Commission and the Department of Justice.
Notice of Publication
An acquirer must publish an announcement of the proposed acquisition in a newspaper of
general circulation in the community in which the head office of the depository
institution or holding company is located. In the case of a bank holding company, an
announcement also must be published in each community in which the head office of a
bank subsidiary of the holding company is located. A copy of the affidavit(s) of
publication should be submitted to the appropriate regulatory agency. Contact the
appropriate regulatory agency for the specific requirements of the notice of publication.
Confidentiality
Any acquirer desiring confidential treatment of specific portions of the notice must
submit a request in writing with the submission of the notice. The request must discuss
the justification for the requested treatment. An acquirer’s reasons for requesting
confidentiality should specifically demonstrate the harm (for example, loss of
competitive position, invasion of privacy) that would result from public release of
information (5 U.S.C. 552). Information for which confidential treatment is requested
should be: (1) specifically identified in the public portion of the notice (by reference to
the confidential section); (2) separately bound; and (3) labeled “Confidential.” An
acquirer should follow the same procedure for a request for confidential treatment for the
subsequent filing of supplemental information to the notice.
An acquirer should contact the appropriate regulatory agency for specific instructions
regarding requests for confidential treatment. The appropriate regulatory agency will
determine whether the information will be treated as confidential and will advise the
acquirer of any decision to publicly release information labeled as “Confidential.”

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Interagency Notice of Change in Control
1. Identify:
(a)

Name and address of proposed acquirer(s):
(If an individual, provide last name, first name, and middle name)
(If a corporation or other entity, provide the full legal name and the type of
organization, for example, ABC Company, a corporation, or ABC, a
partnership)
Name
(Street Address)
(City)

(b)

(State)

(ZIP Code)

Name and address of depository institution or holding company whose shares are to be
acquired:
(Name)
(Street Address)
(City)

(c)

(State)

(ZIP Code)

Name, title, employer, address, telephone number, fax number, and e-mail address of
the person to whom inquiries concerning this notice may be directed:
(Name)
(Title, Employer)
(Street Address)
(City)
(Area Code & Tel. Number)

(State)
(Fax Number)

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(ZIP Code)
(E-mail address)

2.

Is this notice being filed prior to the acquisition of control?
Yes

No

If the response is no, state the nature of the exception upon which the acquirer is relying for
an exception to the prior notice requirement. If no exception is available, please discuss
the reason(s) that prior notice was not given and modify the wording of the form as
appropriate to provide all necessary information related to the transaction.

3.

For each class of voting securities of the depository institution or holding company to be
acquired, provide the total number of voting shares:
(a) Authorized ____________
(b) Currently outstanding ____________
(c) Pro forma outstanding ____________

4.

Provide the following information. For any shares registered or to be registered in another
name (such as a trust, corporation, or partnership), indicate the names of registered parties,
beneficial owners and trustees, as applicable.

Full name of each
acquirer or transferee

Number of shares
per class of securities
now owned,
controlled, or held

Number of shares per
class of securities to
be purchased by or
transferred to the
acquirer or transferee

Number of shares per
class of securities after
completion of acquisition

%

%

%

TOTAL
Total as percent of
shares outstanding per
class of securities

5.

6.

Indicate:
(a) The purchase price(s) per share of shares to be acquired

$________

(b) Total purchase price for the entire proposed transaction

$________

(c) The current book value per share

$________

(d) The current market value per share
(including date and source of information, if available)

$________

Discuss the proposal, including the purpose, terms, and conditions of the acquisition, and
the manner in which the acquisition will be made. Summarize and attach copies of all
pertinent documents, such as purchase and sale agreements, shareholder agreements, noncompete agreements, employment contracts, and trust agreements.
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7.

Provide the following information.

Name of each
Acquirer or transferee

Total purchase price

Source and amount of funds

$

TOTAL

$

(a) If cash funds will be used, provide copies of checking, savings, or money market
account statements. If assets will be liquidated, list those assets and provide a copy of
the documents that can verify the timing of such transaction and the amount of the
anticipated proceeds.
(b) If any portion of the funds (or other consideration) for the acquisition will be
borrowed, indicate the name of each borrower, name and address of each lender,
amount financed, collateral to be pledged, and terms of the transaction, including
interest rates, amortization requirements, guarantors, endorsers, co-makers, and any
other arrangements, agreements, and understandings between and among the parties.
If applicable, submit a copy of any loan commitment letter.
(c) Indicate the means through which the borrowed funds will be repaid. Provide details
if the acquirer will rely on salaries, dividends, fees, or other funds from the depository
institution or holding company to be acquired.
8.

Provide the following information.

Name of each
seller or transferor

Number of shares
per class of voting
securities now
held

Number of shares per
class of voting
securities to be sold or
transferred

Number of shares per
class of voting securities
after completion of
acquisition

%

%

%

Total
Total as percent of total
shares outstanding per
class of voting securities

9.

Identify any person or parties employed, retained, or to be compensated by any acquirer, or
by any person on behalf of any acquirer, to make solicitations or recommendations to
stockholders and thereby assist in the acquisition. Include a description of the terms of
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such employment, retainer, or arrangement for compensation, and provide a copy of any
such agreement or contract.
10.

List and provide copies of all invitations, tenders, or advertisements making a tender offer
to stockholders for purchase of their stock in connection with the proposed acquisition.

11.

Describe in detail any plans or proposals that any acquirer may have to: (a) liquidate the
depository institution or holding company to be acquired, (b) sell its assets, (c) merge it
with any company, or (d) make any other significant change in its business strategy or
corporate structure.

12.

If changes are contemplated in the board of directors or senior executive officers of the
depository institution or holding company to be acquired, provide a current and pro forma
list of officers and directors. The regulatory agency with which this notice has been filed
should be contacted to determine the filing or other information requirements associated
with changes to the board of directors or senior executive officers, pursuant to Section 32
of the Federal Deposit Insurance Act (12 USC 1831i).

13.

For each acquirer, indicate any positions currently held (director, officer, or employee) in
any other depository institution or holding company. Also indicate if any acquirer directly
or indirectly (such as through personal trusts, corporations, or similar arrangements) owns,
controls, or has power to vote 10 percent or more of any class of voting securities or other
voting equity interests of any other depository institution or holding company.

Name of each
acquirer or transferee

Name and address of
each depository institution
or holding company

Position and
Date appointed

Percent
ownership of
institution

14. If any office of any depository institution or holding company with which the acquirer is
currently associated is located in the same geographic market as the subject institution,
provide the name and location of each office of such other organization.
15. If the proposed acquirer is not an individual (or a group of individuals acting in concert)
and the acquirer is engaged, directly or indirectly (including through a subsidiary), in
insurance activities that are supervised by a state insurance regulator, provide:
(a)

The name of the company.

(b)

A description of the insurance activity that the company is engaged in
and has plans to conduct.

(c)

A list of each state and the lines of business in that state in which the
company holds, or will hold, an insurance license. Indicate the state
where the company holds a resident license or charter, as applicable.
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Privacy Act Notice
A copy of this document is provided to the appropriate regulatory agency as required under 12 USC 1817(j) and
implementing regulations. This notice, including supporting material, is available to the public upon request under
the provisions of the Freedom of Information Act (5 USC 552). Contact the appropriate regulatory agency for the
specific procedures under which the notice would be disclosed to the public. To the extent that it contains personal
and financial information concerning individual acquirers of depository institutions and holding companies, the
information may be subject to the Privacy Act of 1974 (5 USC 552a), which provides safeguards for personal
information. The applicability of the Privacy Act to the information provided on this document will depend on the
manner in which the appropriate federal banking agency maintains such information.
This form solicits information that will enable the regulatory agencies to evaluate and make a decision on each
proposed change in control under the standards prescribed by the Change in Bank Control Act. Failure to provide
information requested in connection with the processing of this notice could result in disapproval of a proposed
acquisition or a determination that complete notice has not been submitted. Any person acquiring control of an
depository institution or holding company without filing a notice prior to the proposed acquisition may be subject to
substantial civil money penalties. The Change in Bank Control Act requires the regulatory agencies processing this
notice to furnish copies of this information to other federal and state banking authorities. Where possible violations
of laws or regulations are disclosed, relevant information may be made available to other regulatory agencies or
other law enforcement or governmental agencies. Identification of parties to a proposed transaction and details of
that transaction, to the extent material to the regulatory agency’s determination, may be incorporated in orders and
notices issued under the Change in Bank Control Act or otherwise made public.

Certification
This notice must be signed by each acquiring party, or by at least two directors, officers, partners, or others
authorized to sign on behalf of an acquiring party that is not an individual.

I certify that the information contained in this notice has been examined carefully by me and is
true, correct, and complete, and is current as of the date of this submission. I acknowledge that
any misrepresentation or omission of a material fact constitutes fraud in the inducement and may
subject me to legal sanctions provided by 18 USC 1001 and 1007.
I acknowledge that final action on this notice is in the discretion of the appropriate federal banking
agency. Actions or communications, whether oral, written, or electronic, by an agency or its
employees in connection with this filing do not constitute a contract, either express or implied, or
any other obligation binding upon the agency, other federal banking agencies, the United States, any
other agency or entity of the United States, or any officer or employee of the United States. Such
actions or communications will not affect the ability of any federal banking agency to exercise its
supervisory, regulatory, or examination powers under applicable law and regulations. I further
acknowledge that the foregoing may not be waived or modified by any employee or agent of a
federal banking agency or of the United States.
Signed this

day of

,

.

_______________________________
Signature

_______________________________
Signature

_______________________________
Print or type name

________________________________
Print or type name

________________________________
Title (if applicable)

________________________________
Title (if applicable)

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