Ga. Comp. R. & Regs. R. 80-6-1-.02 - Regular Applications
(1) Regular applications for permission to
become a bank holding company as defined in O.C.G.A. §
7-1-605, to acquire control of a
banking subsidiary, to acquire 5% or more of the shares of another bank holding
company, or to continue to be a holding company after becoming a holding
company under circumstances contemplated by O.C.G.A. §
7-1-605 which are beyond the
control of the company, shall be in letter form accompanied by the following
exhibits:
(a) A copy of any form or documents
filed with the Board of Governors of the Federal Reserve System;
(b) A letter from the applicant's legal
counsel containing a definitive statement concerning whether any securities to
be issued in the proposed transactions are subject to registration under State
and/or Federal Securities Laws and stating that, in the opinion of such
counsel, the applicant is taking the necessary action to comply with the
applicable State and Federal Securities Laws and Regulations;
(c) A draft copy of any proposed proxy
statements or offering circulars or letters prepared in connection with the
applicant's proposed bank acquisition;
(d) A copy of the most recent independent
audit, if any and if not already on file with the Department, of the
applicant's books and records, performed by independent public accountants;
and
(e) Proof of publication of the
notice described in Rule
80-6-1-.05, if notice is
required.
(2)
Reserved.
(3) Regular applications
for permission for a holding company to acquire shares of stock in a bank
including a savings bank or savings and loan association which will result in
the holding company having direct or indirect control of five (5) percent to
twenty-five (25) percent of the voting shares of the acquired bank shall be in
letter form accompanied by the following exhibits:
(a) Material requested in subparagraphs (a)
through (e) of Paragraph (1) of this Rule.
(4) Reserved.
(5) Regular applications for permission for a
holding company or a subsidiary thereof, other than a bank, to acquire all or
substantially all of the assets of a bank, or to merge two or more holding
companies, shall be in letter form accompanied by the following exhibits:
(a) Material requested in paragraphs (a)
through (e) of Paragraph (1) of this Rule.
(6) Reserved.
(7) Reserved.
(8) No application filed pursuant to
Paragraphs (3) or (5) of this Rule shall request approval to acquire shares of
more than one bank. In general, applications will be considered by the
Department in order of receipt; simultaneous applications by a single applicant
will be considered in the order requested by the applicant. No application
filed pursuant to Paragraph (5) of this Rule shall request approval of more
than one merger or acquisition.
(9)
Final copies of written materials to be transmitted to shareholders to
consummate any transaction which has been the subject of an application under
this Rule, marked to indicate changes from the preliminary materials filed
pursuant to Paragraphs (1)(c), (3)(b) and (5)(b) of this Rule, shall be filed
with the Department prior to the actual transmission thereof to the
shareholders. The Department may, in the event changes in such materials
necessitate additional review, require that transmission to shareholders be
delayed until such time as its review shall have been completed. This section
shall not be applicable to an application which is subject to registration
under the provisions of The Securities Act of 1933, as amended, or the Georgia
Uniform Securities Act of 2008, as amended.
(10) Approval of an application filed
pursuant to this Rule shall be valid for a period of twelve (12) months and
shall expire at that time unless the acquisition has been completed prior to
such expiration or unless extended by the Department.
(11) Any material additions or changes in the
method of acquisition by purchase or formation or in the representations set
forth in an application must be approved by the Department, and could delay
processing. The Department may examine, investigate, and evaluate facts related
to any filing as necessary to reach an informed decision.
(12) In lieu of submitting the application
required by this Rule, an applicant may submit a copy of the application filed
with the Federal Reserve to the Department and supplement the application with
any additional required information.
Notes
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