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

Notification to the Board of Governors
of the Federal Reserve System
FR Y-3N

Who May Use This Form
This form should be used for notifications filed with the
Federal Reserve System (the ‘‘Federal Reserve’’) under:
• section 3(a)(5)(C) of the Bank Holding Company Act
of 1956, as amended (BHC Act—12 U.S.C. 1842) for
one-bank holding company formations that qualify for
the procedures in section 225.17 of the Board of
Governors of the Federal Reserve System’s (the
Board’s) Regulation Y, and
• 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 when a company or other
entity seeks 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 under the
above procedures.
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 225), a copy
of which is available on the Board’s public website
at www.federalreserve.gov/regulations/ or from 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 head office of
FR Y-3N
General Instructions

April 2008

Notificant or its sole or principal banking subsidiary
either will be or is currently located (i.e. where the senior
executives of the consolidated banking organization are
located and overall strategic direction is established)
(‘‘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.

Financial Holding Companies
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.

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.
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(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
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 certain financial
parameters are exceed. 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
sec-tion 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
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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.)

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.
The Board will publish notice of the proposal in the
Federal Register upon receipt of the notification. On
written request by Notificant, the notice in the Federal
Register may be published up to 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 offıce) intends to apply to the
Federal Reserve Board for permission to (acquire a
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bank,) (acquire/merge with another bank holding company,) (name and location of head offıce). We intend to
acquire control of (name of bank (and thrift, if any) and
location of head offıce). 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.
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.

Supporting Information
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
(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’’
FR Y-3N
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April 2008

(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
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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.

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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.

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 proposal prior to
consummation.

General Instructions

FR Y-3N
April 2008