Current through all regulations passed and filed through September 16, 2024
(A) As used in this rule:
(1)
" Acquisition"
means a purchase, assignment, transfer, pledge or other disposition of voting
shares, or an increase in percentage ownership of a state bank resulting from a
redemption of voting shares.
(2)
" Acting in concert" means knowing participation in a joint activity or
parallel action towards a common goal of acquiring control of a state bank,
whether or not pursuant to an express agreement.
(3)
" Person" means an
individual, corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, and any other form
of entity; and a voting trust, voting agreement, and any group of persons
acting in concert.
(4) "Securities" means
all equity interests in a bank and includes rights, interests, and powers with
respect thereto.
(B)
For the purpose of section
1115.06
of the Revised Code,
it is presumed, subject to rebuttal,
that a person acquiring ownership, control of, or the power to vote ten per
cent or more of any class of voting securities of a state bank constitutes the
power to direct that bank's management or policies requiring prior notice to
the superintendent if either of the following apply:
(1)
The state bank has registered
securities under section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78); or
(2)
No
other person will own, control, or hold the power to vote a greater percentage
of that class of voting securities immediately after the transaction. If two or
more persons, not acting in concert, each propose to acquire simultaneously
equal percentages of ten per cent or more of a class of voting securities of a
state bank, each such person shall file prior notice with the
superintendent.
Transactions other than those set forth
in this paragraph resulting in a person's control of less than twenty-five per
cent of a class of voting securities of a state bank are deemed not to
constitute control requiring prior notice. A person may request an opportunity
to rebut any presumption established by this paragraph with respect to a
proposed transaction. In the event of such a request, the superintendent shall
afford the person the opportunity to present the person's views in writing or
where appropriate, orally before the superintendent or the superintendent's
designated representatives either at informal conference discussions or at
informal presentations of evidence.
(C)
A notice required
under division (B) of section
1115.06
of the Revised Code shall contain the following information:
(1)
The identity,
personal history, and business background and experience of each person by whom
or on whose behalf the acquisition is to be made, including each person's
material business activities and affiliations during the past five years; a
description of any material pending legal or administrative proceedings in
which each person is a party; and any criminal indictment or conviction of each
person by a state or federal court;
(2)
A statement of
the assets and liabilities of each person by whom or on whose behalf the
acquisition is to be made, as of the end of the fiscal year for each of the
five years immediately preceding the date of the notice, together with related
statements of income and source and application of funds for each of the fiscal
years then concluded, all prepared in accordance with generally accepted
accounting principles consistently applied; and an interim statement of the
assets and liabilities for each person, together with related statements of
income and source and application of funds, as of a date not more than ninety
days prior to the date of the filing of the notice;
(3)
The terms and
conditions of the proposed acquisition and the manner in which the acquisition
is to be made;
(4)
The identity, source, and amount of the funds or other
consideration used or to be used in making the acquisition and, if any part of
these funds or other consideration has been or is to be borrowed or otherwise
obtained for the purpose of making the acquisition, a description of the
transaction, the names of the parties, and any arrangements, agreements, or
understandings with the parties;
(5)
Any plans or
proposals any acquiring person may have to liquidate the state bank, to sell
its assets or merge it with any company, or to make any other major change in
its business or corporate structure or management;
(6)
The
identification of any person employed, retained, or to be compensated by an
acquiring person, or by any person on an acquiring person's behalf, to make
solicitations or recommendations to shareholders for the purpose of assisting
in the acquisition, and a brief description of the terms of the employment,
retainer, or arrangement for compensation;
(7)
Copies of all
invitations or tenders or advertisements making a tender offer to stockholders
for purchase of their stock to be used in connection with the proposed
acquisition; and
(8)
Any additional information in the form the
superintendent may require by specific request in connection with any
particular notice.
(D)
To request the
written consent of the superintendent to a proposed acquisition of control of a
state bank:
(1)
A person who is also required to file a notice or
application with the federal deposit insurance corporation the federal reserve
system in regard to the proposed transaction, pursuant to the Change of Bank
Control Act (12 U.S.C. 1817(j)) or section
3 of the Bank Holding Company Act (12 U.S.C. 1842), shall file with the superintendent an
originally executed copy of the notice or application.
(2)
A person who is
not required to file a notice or application with the federal deposit insurance
corporation or the federal reserve system in regard to the proposed transaction
shall notify the superintendent by letter of the proposed transaction, which
letter shall include a summary of the proposed transaction and the reason the
person is not required to file a notice or application in regard to the
proposed transaction with the federal deposit insurance corporation or the
federal reserve system. A person filing notice under this section shall submit
the information set forth in division (C) of section
1115.06
of the Revised Code and any other information the superintendent
requires.
(E) The sixty- day notice period specified in
division (B) of section
1115.06
of the Revised Code shall not commence until the superintendent has
accepted the notice required in paragraph (D)(1) or (D)(2) of this rule
for processing.
(F) Any
person filing notice under this rule shall be required to publish, within ten
days from receipt of the superintendent's acceptance for processing of
information required to be filed under this rule, an announcement on the
proposed acquisition in a newspaper of general circulation in the
county in which the state bank has its principal place
of business. In the case of information filed with the superintendent in
contemplation of a tender offer, publication of the announcement required by
this paragraph may be delayed until thirty days after the superintendent's
acceptance of the information for processing. Whenever a person required to
publish an announcement pursuant to this paragraph is also required by federal
law or regulation to publish an announcement regarding the same transaction,
the announcement published pursuant to federal law or regulation shall satisfy
the publication requirement of this paragraph if the announcement includes all
of the information required by this paragraph. The newspaper announcement shall
include:
(1) The name of the state bank and
the name of each person identified in the information as a proposed acquiror
and the proposed date of the acquisition of the securities;
(2) A statement that interested persons may
submit comments on the proposed acquisition to the superintendent at the
superintendent's place of business for a period of twenty days from the date of
publication of the announcement, along with the superintendent's address;
and
(3) A statement that the
superintendent will consider all public comments received in writing within the
twenty days following the required publication.
(G) The superintendent may do either of the
following with respect to the newspaper publication requirement:
(1) Permit delay of the publication if the
superintendent determines, for good cause, that it is in the public interest to
grant a delay; or
(2) Shorten the
public comment period, waive the public comment, waive the newspaper
publication, or act on a notice before the expiration of a public comment
period, if the superintendent determines that either an emergency exists or
disclosure of a proposed acquisition, solicitation of public comment, or delay
of its action until expiration of the public comment period would seriously
threaten the safety or soundness of a state bank.
(H) Any person who is required to file
information with the superintendent pursuant to paragraph (E)(1) of this rule
shall also file with the superintendent any additional information filed with
the federal deposit insurance corporation or the federal reserve system in
connection with a notice regarding the same proposed transaction together with
a copy of any request from the federal deposit insurance corporation or federal
reserve system in response to which such information was filed.
(I) A person acquiring
control of a state bank is not required to provide prior notice to the
superintendent, but is required to notify the superintendent within ninety days
after control is acquired and to provide to the superintendent with any
information requested, if the person has acquired control by any of the
following means:
(1) Through testate or
intestate succession;
(2) Through a
bona fide gift;
(3) In satisfaction
of a debt previously contracted in good faith, except that the acquiror of a
defaulted loan secured by a controlling amount of bank voting shares shall file
a notice before the loan is acquired:
(4) Redemption of voting shares by the
issuing bank; or
(5) Sale of shares
by any shareholder that is not within the control of the person resulting in
that person becoming the largest shareholder.
(J)
The following transactions do not require notice to the superintendent:
(1) A customary one-time proxy solicitation;
and
(2) The receipt of voting
securities through a pro rata stock dividend.
