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82 STAT. 8

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Each report shall contain such information concerning the operations
bf such savings and loan holding company and its subsidiaries as the
Corporation may require.

“(3) Each savings and loan holding company shall maintain such Recordkeeping. books and records as may be prescribed by the Corporation.

“(4) Each savings and loan holding company and each subsidiary Examinations thereof shall be subject to such examinations as the Corporation may costs; reports. prescribe. The cost of such examinations shall be assessed against and paid by such holding company. Examination and other reports may be furnished by the Corporation to the appropriate State supervisory authority. The Corporation shall, to the extent deemed feasible, use for the purposes of this subsection reports filed with or examinations made by other Federal agencies or the appropriate State supervisory authority

“(5) The Corporation shall have power to require any savings and service of loan holding company, or persons connected therewith if it is not a process. corporation, to execute and file a prescribed form of irrevocable appointment of agent for service of process.

"(6) The Corporation may at any time, upon its own motion or Release from upon application, release a registered savings and loan holding com- registration. pany from any registration theretofore made by such company, if the Corporation shall determine that such company no longer has control of any insured institution.

"(c) HOLDING COMPANY ACTIVITIES.-Except as otherwise provided in this subsection

“(1) no savings and loan holding company or subsidiary there-
of which is not an insured institution shall, for or on behalf of a
subsidiary insured institution, engage in any activity or render
any services for the purpose or with the effect of evading law or
regulation applicable to such insured institution; and

(2) no multiple savings and loan holding company or sub-
sidiary thereof which is not an insured institution shall com-
mence, or continue for more than two years after the enactment
of this amendment or for more than one hundred and eighty days
after becoming a savings and loan holding company or subsidiary
thereof (whichever is later), any business activity other than
(A) furnishing or performing management services for a sub-
sidiary insured institution, (B) conducting an insurance agency
or an escrow business, (C) holding or managing or liquidating
assets owned by or acquired from a subsidiary insured
institution, (D) holding or managing properties used or occupied
by a subsidiary insured institution, (E) acting as trustee under
deed of trust, or (F) furnishing or performing such other services
or engaging in such other activities as the Corporation may
approve or may prescribe by regulation as being a proper incident
to the operations of insured institutions and not detrimental to
the interests of savings account holders therein. The Corporation
may, upon a showing of good cause, extend such time from year
to year, for an additional period not exceeding three years, if the
Corporation finds such extension would not be detrimental to the
public interest.
“(d) PROHIBITED TRANSACTIONS.—No savings and loan holding
company's subsidiary insured institution shall-

(1) invest any of its funds in the stock, bonds, debentures,
notes, or other obligations of any afiliate (other than a service
corporation as authorized by law);

"(2) accept the stock, bonds, debentures, notes, or other obligations of any affiliate as collateral security for any loan or extension of credit made by such institution;

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"(3) purchase securities or other assets or obligations under repurchase agreement from any affiliate;

(4) make any loan, discount, or extension of credit to (A) any affiliate, except in a transaction authorized by subparagraph (A) of paragraph (6) of this subsection, or (B) any third party on the security of any property acquired from any affiliate, or with knowledge that the proceeds of any such loan, discount, or extension of credit, or any part thereof, are to be paid over to or utilized for the benefit of any affiliate;

“(5) guarantee the repayment of or maintain any compensating balance for any loan or extension of credit granted to any affiliate any

third party; “(6) except with the prior written approval of the Corporation

“(A) engage in any transaction with any affiliate involving the purchase, sale, or lease of property or assets (other than participating interests in mortgage loans to the extent authorized by regulations of the Corporation) in any case where the amount of the consideration involved when added to the aggregate amount of the consideration given or received by such institution for all such transactions during the preceding twelve-month period exceeds the lesser of $100,000 or 0.1 per centum of the institution's total assets at the end of the preceding fiscal year; or

“(B) enter into any agreement or understanding, either in writing or orally, with any affiliate under which such affiliate is to (i) render management or advertising services for the institution, (ii) serve as a consultant, adviser, or agent for any phase of the operations of the institution, or (iii) render services of any other nature for the institution, other than those which may be exempted by regulation or order of the Corporation, unless the aggregate amount of the consideration required to be paid by such institution in the future under all such existing agreements or understandings cannot exceed the lesser of $100,000 or 0.1 per centum of the institution's total assets at the end of the preceding fiscal year; or

“(C) make any payment to any affiliate under any agreement or understanding hereinabove referred to in subparagraph (B) where the institution has previously paid to affiliates during the preceding twelve-month period, pursuant to any such agreements or understandings, an amount aggregating in excess of the lesser of $100,000 or 0.1 per centum of the institution's total assets at the end of the preceding fiscal

year. The Corporation shall grant approval under this paragraph (6) if, in the opinion of the Corporation, the terms of any such transaction, agreement, or understanding, or any such payment by such institution, would not be detrimental to the interests of its savings account holders or to the insurance risk of the Corporation with respect to such institution. “(e) ACQUISITIONS.—(1) It shall be unlawful for

"(A) any savings and loan holding company directly or indirectly, or through one or more subsidiaries or through one or more transactions

“(i) to acquire, except with the prior written approval of the Corporation, the control of an insured institution or a savings and loan holding company, or to retain the control of such an institution or holding company acquired or retained in violation of this section as heretofore or hereafter in effect;

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“(ii) to acquire, except with the prior written approval of the Corporation, by the process of merger, consolidation, or purchase of assets, another insured or uninsured institution or a savings and loan holding company, or all or substantially all of the assets of any such institution or holding company;

“(iii) to acquire by purchase or otherwise, or to retain for more than one year after the enactment of this amendment, any of the voting shares of an insured institution not a subsidiary, or of a savings and loan holding company not a subsidiary, or, in the case of a multiple savings and loan holding company, to so acquire or retain more than 5 per centum of the voting shares of any company not a subsidiary which is engaged in any business activity other than those specified in paragraph (2) of subsection (c) of this section; or

“(iv) to acquire the control of an uninsured institution, or to retain for more than one year after the effective date of this amendment or from the date on which such control was acquired, whichever is later, the control of any such

institution; “(B) any other company, without the prior written approval of the Corporation, directly or indirectly, or through one or more subsidiaries or through one or more transactions, to acquire the control of one or more insured institutions, except that such approval shall not be required in connection with the control of an insured institution (i) acquired by devise under the terms of a will creating a trust which is excluded from the definition of 'savings and loan holding company' under subsection (a) of this section, or (ii) acquired in connection with a reorganization in which a person or group of persons, having ha control of an insured institution for more than three years, vests control of that institution in a newly formed holding company subject to the control of the same person or group of persons. The Corporation shall approve an acquisition of an insured institution under this subparagraph unless it finds the financial and managerial resources and future prospects of the company and institution involved to be such that the acquisition would be detrimental to the institution or the insurance risk of the Corporation, and shall render its decision within ninety days after submission to the Board of the com

plete record on the application. "(2) The Corporation shall not approve any acquisition under subparagraphs (A) (i) or (A) (ii), or of more than one insured institution under subparagraph (B), of paragraph (1) of this subsection except in accordance with this paragraph. In every case, the Corporation shall take into consideration the financial and managerial resources and future prospects of the company and institution involved, and the convenience and needs of the community to be served, and shall render its decision within ninety days after submission to the Board of the complete record on the application. Before approving any such acquisition, the Corporation shall request from the Attorney General and consider any report rendered within thirty days on the competitive factors involved. The Corporation shall not approve any proposed acquisition

(A) which would result in a monopoly, or which would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the savings and loan business in any part of the United States, or

“(B) the effect of which in any section of the country may be substantially to lessen competition, or tend to create a monopoly, or which in any other manner would be in restraint of trade, un

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less it finds that the anticompetitive effects of the proposed acquisition are clearly outweighed in the public interest by the probable effect of the acquisition in meeting the convenience and needs of

the community to be served. “(3) No acquisition shall be approved by the Corporation under this subsection which will

“(A) result in the formation by any company, through one or more subsidiaries or through one or more transactions, of a multiple savings and loan holding company controlling insured institutions in more than one State; or

“(B) enable an existing multiple savings and loan holding company to acquire an insured institution the principal office of which is located in a State other than the State which such savings and loan holding company shall designate, by writing filed with the Corporation within sixty days after its registration hereunder, as the State in which the principal savings and loan business of

such holding company is conducted. " (4) The provisions of this subsection and of subsections fc) (2) and (g) of this section shall not apply to any savings and loan holding company which acquired the control of an insured institution or of a savings and loan holding company pursuant to a pledge or hypothecation to secure a loan, or in connection with the liquidation of a loan, made in the ordinary course of business, but it shall be unlawful for any such company to retain such control for more than one year after the enactment of this amendment or from the date on which such control was acquired, whichever is later, except that the Corporation may upon application by such company extend such one-year period from year to year, for an additional period not exceeding three years, if the Corporation finds such extension is warranted and would not be detrimental to the public interest.

"(f) DECLARATION OF DIVIDEND.—Every subsidiary insured institution of a savings and loan holding company shall give the Corporation not less than thirty days' advance notice of the proposed declaration by its directors of any dividend on its guaranty, permanent, or other nonwithdrawable stock. Such notice period shall commence to run from the date of receipt of such notice by the Corporation. Any such divident declared with such period, or without the giving of such notice to the Corporation, shall be invalid and shall confer no rights or benefits upon the holder of any such stock.

"(g) HOLDING COMPANY INDEBTEDNESS.—(1) No savings and loan holding company or any subsidiary thereof which is not an insured institution shall issue, sell, renew, or guarantee any debt security of such company or subsidiary, or assume any debt, without the prior written approval of the Corporation.

"(2) The provisions of paragraph (1) of this subsection shall not apply to

“(A) a diversified savings and loan holding company or any subsidiary thereof; or

“(B) the issuance, sale, renewal, or guaranty of any debt security, or the assumption of any debt, by any other savings and loan holding company or any subsidiary thereof, if such security or debt aggregates, together with all such other securities or debt then outstanding as to which such holding company or subsidiary is primarily or contingently liable, not more than 15 per centum of the consolidated net worth of such holding company or subsidiary

at the end of the preceding fiscal year. "(3) The Corporation shall, upon application, approve any act or transaction not exempted from the application of paragraph (1) of this subsection if the Corporation finds that

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“(A) the proceeds of any such act or transaction will be used for
(i) the purchase of permanent, guaranty, or other nonwithdraw-
able stock to be issued by a subsidiary insured institution, or (ii)
the purpose of making a capital contribution to a subsidiary in-
sured institution; or

(B) such act or transaction is required for the purpose of
refunding, extending, exchanging, or discharging an outstanding
debt security, or for other necessary or urgent corporate needs,
and would not impose an unreasonable or imprudent financial

burden on the applicant. The Corporation may also approve any application under this paragraph if it finds that the act or transaction would not be injurious to the operation of any subsidiary insured institution in the light of its financial condition and prospects.

"Applications filed with the Corporation pursuant to this subsection shall be in such form and contain such information as the Corporation may prescribe.

(4) If a State authority or any other agency of the United States, having jurisdiction of any act or transaction within the scope of paragraph (1) of this subsection, shall inform the Corporation, upon request by the Corporation for an opinion or otherwise, that State or Federal laws applicable thereto have not been complied with, the Corporation shall not approve such act or transaction until and unless the Corporation is satisfied that such compliance has been effected.

"(5) As used in this subsection, the term 'debt security includes "Debt seourity." any note, draft, bond, debenture, certificate of indebtedness, or any other instrument commonly used as evidence of indebtedness, or any contract or agreement under the terms of which any party becomes, or may become, primarily or contingently liable for the payment of money, either in the present or at a future date.

(6) (A) If the Corporation finds that a diversified savings and loan holding company does not meet the test prescribed in subparagraph (B) of this paragraph, such holding company or any subsidiary thereof

may not accept, use, or receive the benefit of any dividend on stock from a subsidiary insured institution, and such institution may not declare or pay any dividend on its stock to such holding company or subsidiary, unless the Corporation fails to object, within thirty days of receipt of notification under subsection (f) of this section, to such dividend as being injurious to the insured institution in the light of its financial condition and prospects.

"(B) The prohibition of subparagraph (A) of this paragraph shall not apply to a diversified savings and loan holding company or any subsidiary thereof if, excluding its subsidiary insured institution, its consolidated net income available for interest for its preceding fiscal year was twice its consolidated debt service requirements for the twelve-month period next succeeding such fiscal year, as determined in accordance with regulations issued by the Corporation.

“(h) ADMINISTRATION AND ENFORCEMENT.—(1) The Corporation Rules and regum is authorized to issue such rules, regulations, and orders as it deems lations. necessary or appropriate to enable it to administer and carry out the purposes of this section, and to require compliance therewith and prevent evasions thereof.

“(2) The Corporation may make such investigations as it deems Investigations. necessary, or appropriate to determine whether the provisions of this section, and rules, regulations, and orders thereunder, are being and have been complied with by savings and loan holding companies and subsidiaries and affiliates thereof. For the purpose of any investigation

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