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of the proposed acquisition and allowing 30 days (or a shorter period in exceptional circumstances) for the submission of written comments or views. Such comments or views shall be submitted to the Director, Holding Companies Section, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552. Notice of receipt of any such application will also be given to the appropriate State supervisory authority by the Corporation.

[33 FR 3323, Feb. 22, 1968, as amended at 38 FR 3039, Feb. 1, 1973]

§ 584.4-1 Information filing required prior to excepted acquisition.

Any company, other than a savings and loan holding company, which proposes to acquire an insured institution without the prior written approval of the Corporation pursuant to paragraph (b) (2) of § 584.4 may do so only upon a showing as provided in this section that the acquisition falls within the exception to such prior written approval contained in that paragraph. This showing shall be made by satisfactory filing of information on a form prescribed by the Corporation. One original and one copy of all filings under this section shall be made with the Director, Holding Companies Section, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552, and concurrently two copies of all such filings shall be sent to the Supervisory Agent. The acquisition may be effected without the prior written approval of the Corporation pursuant to said exception, unless within 60 days after receipt by the Director of the initial filing the Corporation issues a ruling that the company has not shown that the acquisition falls within said exception. The Director or Supervisory Agent may request additional information from the company after receipt of the initial filing, but the Corporation need not consider additional information received by the Director more than 45 days after the initial filing. (Sec. 402, 48 Stat. 1256, as amended, § 408, 48 Stat. 1261, as added by 73 Stat. 691, as amended. 12 U.S.C. 1725, 1730a, Reorg. Plan No. 3 of 1947, 12 FR 4981, 3 CFR 1943-48 Comp., p. 1071) [38 FR 19113, July 18, 1973] § 584.5 Advance notice of proposed div idend declarations.

No subsidiary insured institution of a savings and loan holding company may declare any dividend on its guaranty,

permanent, or other nonwithdrawable stock without first giving to the Corporation not less than 30 days' advance notice of the proposed declaration by its directors of any such dividend. Such notice shall be in form prescribed by the Corporation in § 584.10(b) and filed with the Corporation by transmitting the original and one copy to the Supervisory Agent and by transmitting one copy to the Director, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552. The 30-day notice period begins to run from the date of receipt of such notice by the Supervisory Agent, who will promptly acknowledge such receipt in writing. Any such dividend declared within the 30-day notice period, or declared without first giving the notice required hereunder, is invalid and confers no rights or benefits upon any holder of such stock.

§ 584.6 Holding company indebtedness.

(a) Limitation on holding company indebtedness. Except as otherwise provided in this paragraph, no savings and loan holding company or any subsidiary thereof which is not an insured institution may 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. The restrictions imposed by this section do not apply to:

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

(2) 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 (other than an insured institution), if such security or debt aggregates, together with all such other outstanding debt as to which such holding company or any such subsidiary is primarily or contingently liable, not more than 15 percent of the consolidated net worth of such holding company at the end of the preceding fiscal year.

(b) Interim approval by the Corporation. Until further notice by order or regulation, the Corporation hereby approves without application the issuance, sale, renewal, or guaranty of any debt security, or the assumption of any debt, incurred:

(1) In the ordinary course of business in connection with a purchase or acquisi

tion of goods or services, or the execution of an employment contract or lease, for which a savings and loan holding company or any subsidiary thereof (other than an insured institution) is primarily or contingently liable;

(2) In connection with the extension or renewal for not exceeding 1 year of any outstanding debt for which a savings and loan holding company or any subsidiary thereof (other than an insured institution) is primarily or contingently liable as of February 14, 1968: Provided, That such extension or renewal does not impose a substantially greater financial burden upon such holding company or such subsidiary than the debt being extended or renewed;

(3) By a mortgage banking subsidiary of a savings and loan holding company which is fully secured by a first mortgage insured or guaranteed by any Federal agency;

(4) By a savings and loan holding company's subsidiary bank which is an insured bank of the Federal Deposit Insurance Corporation;

(5) In connection with the issuance of any policy or contract of insurance in the ordinary course of business by a savings and loan holding company's subsidiary insurance company which is authorized to do business subject to regulation by appropriate State authorities; and

(6) By a savings and loan holding company or any subsidiary thereof as a result of an indemnification customarily given to an underwriter in connection with making a public offering of the securities of such holding company or subsidiary.

(c) Exemptions from computation of 15 percent limitation. The Corporation, without limitation upon and in addition to the exemption contained in paragraph (a) (2) of this section, hereby approves without application the issuance, sale, renewal or guarantee of any debt security, or the assumption of any debt incurred:

(1) By a service corporation subsidiary of an insured institution subsidiary of a savings and loan holding company, including any wholly owned subsidiary of such service corporation, in an amount not exceeding the limitations imposed on a service corporation in which a Federal savings and loan association may invest as specified in § 545.9-1(b)(3) of this chapter.

(2) In connection with the issuance of any policy or contract of insurance in the ordinary course of business by a savings and loan holding company's subsidiary insurance company which is authorized to do business subject to regulation by appropriate State authorities.

(d) Filing of applications. Applications for prior written approval of the Corporation for the issuance, sale, renewal, or guarantee of any debt security, or the assumption of any debt, shall be filed with the Corporation in the form prescribed in paragraph (e) of § 584.10 and in the numbers prescribed in the General Instructions of the form. Applications shall be addressed to the Director, Holding Companies Section, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552, and to the Supervisory Agent of the district in which the principal office of a subsidiary insured institution is located.

(e) Approval by the Corporation. (1) The Corporation will, upon application, approve any act or transaction not exempted from the application of paragraph (a) of this section, if the Corporation finds that:

(i) The proceeds of any such act or transaction will be used for either (a) the purchase of permanent, guaranty, or other nonwithdrawable stock to be issued by a subsidiary insured institution, or (b) the purpose of making a capital contribution to a subsidiary insured institution; or

(ii) 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.

(2) The Corporation may also approve any application under this section 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.

(3) The Corporation will not approve any application for approval of any such act or transaction if a State authority or any other agency of the United States, having jurisdiction thereof, has informed the Corporation that any laws applicable thereto have not been complied with. In such case, approval will be withheld

until the Corporation is satisfied that compliance has been effected.

(Sec. 402, 48 Stat. 1256, as amended, sec. 408, 48 Stat. 1261, as added by 73 Stat. 691, as amended; 12 U.S.C. 1725, 1730a. Reorg. Plan No. 3 of 1947, 3 CFR, 1943-1948 Comp., p. 1071) [33 FR. 3323, Feb. 22, 1968, as amended at 34 F.R. 7068, Apr. 30, 1969; 37 F.R. 18074, Sept. 7, 1972; 38 FR 3040, Feb. 1, 1973; 38 FR 27213, Oct. 1, 1973; 39 FR 22944, June 25, 1974]

§ 584.7 Payment of dividends to a diversified savings and loan holding company.

(a) Prohibitions. Except as provided in paragraph (b) of this section, no diversified savings and loan holding company or any subsidiary thereof may accept, use, or receive the benefit of any dividend on stock from a subsidiary insured institution, and such insured institution may not declare or pay any dividend on its stock to such holding company or subsidiary if the Corporation, within the 30-day notice period specified in § 584.5, objects to such dividend as being injurious to the insured institution in the light of its financial condition and prospects.

(b) Nonapplicability. The prohibition of paragraph (a) of this section does not apply to a diversified savings and loan holding company or any subsidiary thereof if the Corporation finds that, excluding such Company's subsidiary insured institution, such company's consolidated net income available for interest for its preceding fiscal year was twice its consolidated debt service requirements for the 12-month period next succeeding such fiscal year. § 584.8

Claim of diversified savings and loan holding company status. (a) Claim of diversified status. Any savings and loan holding company desiring to claim status as a diversified savings and loan holding company shall file with the Corporation a statement asserting such claim, supported by completed schedules in the form set forth below. Such claim shall be filed with the Corporation by transmitting the original and one copy of such statement together with the supporting schedules, to the Director, Holding Companies Section, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552, and one copy thereof to the Supervisory Agent.

A. Net Worth Requirement

1. The portion of consolidated net worth at the close of its last preceding fiscal year

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(a) Total net earn-
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(b) Total net earn-
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other related
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§ 583.13 of Part
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2. Total [Line 1(a) plus Line
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3. Total consolidated net earnings for the last preceding fiscal year-

4. Ratio of Line 2 to Line 3_____

Instructions. 1. If the books and records of the registrant and its subsidiaries do not permit a definitive segregation of consolidated net worth for the foregoing purposes, the registrant shall furnish a statement to that effect and shall make reasonable estimates thereof, setting forth in an exhibit in reasonable detail the basis for the

estimates.

2. In separate exhibits, designate and state separately the amounts of net worth or net earnings attributable to each category of services and activities specified in § 583.13 of Part 583 of this subchapter, including the names of subsidiaries and the registrant, where applicable.

3. The data required by schedules A and B above and supporting exhibits are to be prepared in accordance with generally accepted accounting principles, except as otherwise required by the Corporation. All subsidiaries, however, shall be consolidated, and consolidating statements shall be furnished as exhibits.

(b) Determination by the Corporation. Any savings and loan holding company which files a bona fide statement of claim, supported by the required schedules, containing reasonable supporting information, pursuant to paragraph (a) of this section, will be presumed to have status as a diversified savings and loan holding company until such time as notice of a determination to the contrary is given by the Corporation. Any savings and loan holding company which does not file such a claim will be presumed not to have status as a diversified savings and loan holding company.

133 FR 3323, Feb. 22, 1968, as amended at [38 FR 3040, Feb. 1, 1973]

§ 584.9 Prohibited acts.

(a) Control of mutual insured institution. No savings and loan holding company or any subsidiary thereof, or any director, officer, or employee of a savings and loan holding company or subsidiary thereof, or person owning, controlling, or holding with power to vote, or holding proxies representing, more than 25 percent of the voting shares of such holding company or subsidiary, may hold, solicit, or exercise any proxies in respect of any voting rights in a mutual insured institution.

(b) Management interlocks. No director or officer of a savings and loan holding company, or any person owning, controlling, or holding with power to vote, or holding proxies representing more than 25 percent of the voting shares of such holding company may:

(1) Serve at the same time as a director, officer, or employee of an insured institution or of another savings and loan holding company, not a subsidiary of such holding company, except with the prior written approval of the Corporation. Such approval may be granted upon a showing that the service of such officer; director or person would be consistent with the public interest, taking into account, among other factors: The degree of involvement of the officer, director or person in the affairs of each insured institution and of other financial institutions, the degree of business relationship existing between or among the insured institutions involved, the physical proximity of the insured institutions involved, and the percentage of consolidated net income and assets of any applicant holding company represented by its subsidiary insured institutions.

(2) Acquire control, or retain control for more than 2 years after February 14, 1968, of any insured institution not a subsidiary of such holding company.

(c) Convicted persons. No individual who has been convicted of any criminal offense involving dishonesty or breach of trust may serve or act as a director, officer, or trustee of, or become a partner in, any savings and loan holding company, except with the prior written approval of the Corporation.

(d) Applications for approval. Applications for Corporation approval required by this section shall contain a full statement of the reasons in support thereof. Such applications shall be filed with the Corporation by transmitting the original and one copy to the Director, Holding Companies Section, Office of Examinations and Supervision, Federal Home Loan Bank Board, Washington, D.C. 20552, and one copy to the Supervisory Agent.

[33 FR 3323, Feb. 22, 1968, as amended at 38 FR 3040, Feb. 1, 1973; 38 FR 22769, Aug. 24, 1973]

§ 584.10 Statements, applications, reports and notices to be filed.

(a) Registration statements and annual reports for savings and loan holding companies under § 584.1—(1) Registration statements-(i) H-(b) 10. This statement shall be used for registration by every savings and loan holding company, including subsidiary savings and loan holding companies, except trusts (other than a business trust) and savings and loan holding companies which file H-(b) 3, H-(b) 4, or H-(b) 5 registration statements.

(ii) H-(b)3. Corporation as trustee of a trust. This statement (rather than H(b) 10) shall be used for registration by any Corporation which is a savings and loan holding company by virtue of its control, in a trustee capacity, of an insured institution.

(iii) H-(b)4; Creditor as savings and loan holding company. This statement (rather than H-(b)10) may be used for registration by any company which is a creditor and is a savings and loan holding company only by virtue of the acquisition of control of an insured institution or another 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.

(iv) H-(b)5. Voting trust as savings and loan holding company. This statement (rather than H-(b) 10) shall be used for registration by any voting trust which is a savings and loan holding company by virtue of its control of an insured institution or another savings and loan holding company.

(2) Annual report. H-(b)11. This report shall be used by every registered savings and loan holding company, including subsidiary savings and loan holding companies, except trusts (other than business trusts) and savings and loan holding companies filing H−(b)3, H−(b) 4, and H-(b) 5 registration statements.

(3) H-(b) 12. This report shall be used by every registered savings and loan holding company which is required to file an H-(b) 11.

NOTE: These reporting requirements have been approved by the Office of Management and Budget.

(b) H-(f)-Notice of proposed dividend declaration under § 584.5. This notice shall be filed by a subsidiary insured institution for the purpose of giving the Corporation advance notice of the proposed declaration of any dividend on its guaranty, permanent, or other nonwithdrawable stock.

(c) Applications under § 584.3(a) — (1) H-(d)1. This application shall be used for all applications under § 584.3 (a) (4) filed by a subsidiary insured institution of a savings and loan holding company for approval of a loan, discount, or extension of credit to a third party, on the security of property acquired from a wholly owned affiliate service corporation of such institution, except that under circumstances set forth in General Instruction 1 of Form H-(d) 1, a letter application may be filed.

(2) H-(d) 2. This application shall be used for all applications under § 584.3 (a) (6) filed by a subsidiary insured institution of a savings and loan holding company for approval of certain transactions with affiliates.

(d) Applications under § 584.4 and $584.4-1-(1) (H) – (e) 1. This application shall be used for all applications filed under § 584.4(b) by a company other than a savings and loan holding company for approval of acquisition of one insured institution, directly or indirectly, or through one or more subsidiaries or through one or more transactions. (2) H(e) 2. This application shall be used for all applications filed for approval of ac

quisition, directly or indirectly, or through one or more subsidiaries or through one or more transactions of (i) one or more insured institutions by a savings and loan holding company under § 584.4(a) or (ii) more than one insured institution by any other company under § 584.4(b). (3) H-(e) 3. This application shall be used for all applications filed (1) under § 584.4(a) (2) by a savings and loan holding company for approval of acquisition by a merger, consolidation, or purchase of assets of an insured or uninsured institution or a savings and loan holding company or (ii) under § 584.4(b) by any company for approval of acquisition by a merger, consolidation, or purchase of assets of two or more insured institutions, and shall be used also for approval under §§ 563.22 and 571.5 of the Rules and Regulations for Insurance of Accounts. (4) H-(e) 4. This information filing shall be used for all filings required under 584.4-1 of any company, other than a savings and loan holding company, which proposes to acquire an insured institution without the prior written approval of the Corporation.

EDITORIAL NOTE: Form H(e) (4) published at 38 FR 29462, October 25, 1973.

(e) Applications under § 584.6. H-(g). This application shall be used for all applications under § 584.6 filed by a savings and loan holding company and/or its noninsured subsidiaries for approval of the issuance, sale, renewal, or guarantee of any debt security or assumption of any debt by such companies.

(Sec. 402, 48 Stat. 1256, as amended, sec. 408, 48 Stat. 1261, as added by 73 Stat. 691, as amended; 12 U.S.C. 1725, 1730a. Reorg. Plan No. 3 of 1947, 12 FR 4981, 3 CFR, 1943-1948 Comp., p. 1071) [33 FR 3323, Feb. 22, 1968, as amended at 34 FR 3796, Mar. 5, 1969; 34 FR 9209, June 11, 1969; 38 FR 3040, Feb. 1. 1973; 38 FR 29462, October 25, 1973]

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