Application to Acquire Control of a Bank

Application to Acquire Control of a Banking Institution

Refer to the Department's Application Fee Schedule to determine the proper fee for the application being filed.

An application is required for any party seeking to acquire control, directly or indirectly, of 10% or more of the voting stock of a banking institution. Such requirements are set forth in Supervisory Procedure CB 117, as well as Part 115. In addition, the material requested therein must be accompanied by the following items for each member of the prospective control group:

Questionnaire
Authority to Release Information form
Litigation affidavit
Personal investigative report prepared by a licensed investigative agency
Fingerprints (see Fingerprinting Procedures)
Department of Financial Services Request for Fingerprint Card Scan Services and Fingerprint Certification Form, if fingerprints are taken by another agency

PLEASE NOTE: Prior consultation with the Department of Financial Services is advised.

Part I – Supervisory Procedure CB 117

UNOFFICIAL COPY

Supervisory Procedure CB 117 -- Application For Companies Seeking To Acquire Or Exercise Control Of A Banking Institution Under Banking Law, Section 143-b
117.1 General requirements
117.2 Definitions
117.3 Information relating to the banking institution
117.4 Information required in application filed by corporate or other entities
117.5 Information required in application filed by individuals

Historical Note Procedure filed March 12, 1970; amd. filed April 11, 1977; repealed, new filed Aug. 8, 1983 eff. Aug. 8, 1983.

CB 117 - § 117.1 -- General Requirements.

Applicability. The instructions set forth in this Supervisory Procedure shall apply:
to the exercise of voting control of any banking institution pursuant to section 143-b of the Banking Law, as such section existed prior to June 30, 1980 if the purchase or other acquisition of such control was consummated prior to June 30, 1980 and was not previously approved by the Superintendent of Financial Services or the Banking Board; and
to the direct or indirect acquisition of control of any banking institution made on or after June 30, 1980 pursuant to section 143-b of the Banking Law, as such section existed on and after June 30, 1980.
1. Form of application. Six copies of a letter application containing the information, and
  accompanied by all of the documents, required by this Supervisory Procedure and a check for (please refer to the Department's Application Fee Schedule), as required by section 143-b of the Banking Law, payable to the Superintendent of Financial Services of the State of New York, shall be submitted to the Superintendent at One State Street, New York, NY 10004.
2. Request for waivers; commencement of statutory period. All of the information and
  documents required to be submitted by an applicant pursuant to this Supervisory Procedure shall be supplied to the Superintendent, or waivers shall have been granted in accordance with the following procedure, before an application shall be considered complete and shall be accepted by the Superintendent. Requests for waivers of provisions of this Supervisory Procedure shall be in writing, shall be addressed to the Superintendent and shall state, in reasonable detail, the basis of the request for the waiver. No provision of this Supervisory Procedure shall be deemed waived unless written notice of waiver from the Superintendent shall have been issued.

The statutory period for approval or disapproval set forth in section 143-b(1) of the Banking Law, shall commence on the date that the Department has received both the applicable filing fee and an application determined by the Department to be complete and prepared in accordance with this Supervisory Procedure.

Item numbers and captions. The information required by this Supervisory Procedure shall be set forth in the order and under item numbers and captions which correspond to the order, item numbers and captions used in the applicable sections of this Supervisory Procedure. If the information requested in any item is inapplicable, a statement to that effect shall be made.
Incorporation of previously filed reports. If the information required by any item has been given in a sworn application or report filed with the Department pursuant to any law or regulation of the department and no additional information is needed to make the information previously filed accurate, complete and up-to-date, the required information may be incorporated by a specific reference to the date and page or pages of the previous filing which contains such information.
Translation of foreign material. All parts of the application, including documents submitted with the application, must be in the English language or complete and accurate translations must be provided.
Conversion of foreign currency. Financial statements of foreign applicants must be presented both in the applicable foreign currency and in United States dollars, and the date and basis of conversion must be stated.
Federal filings. All applicants must submit with their application six copies of any related filings made with any Federal regulatory agency and must continue to supply to the department six copies of each further submission to any of such agencies. Where appropriate, applicants may respond to any item of this Supervisory Procedure by making a reference to any of such filings, provided that a cross-reference sheet is supplied.
Content of application. Except as otherwise provided in a specific written waiver issued by the Superintendent:
1. an application submitted by an individual shall include the information required by sections 117.3 and 117.5 of this Supervisory Procedure;
2. an application submitted by a one-bank holding company, as defined in section 117.2, shall include only the information required by section 117.3 of this Supervisory Procedure; and
3. an application submitted by any other person shall include the information required by sections 117.3 and 117.4 of this Supervisory Procedure. All items of an application submitted by a corporation, partnership or other entity must be answered as to both the applicant and any person which controls the applicant. If such control person is an individual, such individual shall include the information required by sections 117.3 and 117.5 of this Supervisory Procedure.
Execution. Each copy of the application shall be signed by the applicant. If the applicant is a partnership, corporation or other entity, the application shall be signed by a partner or duly authorized executive officer thereof. Each person signing the application shall:
1. state whether control has been acquired by or tendered to the applicant as of the time of the application is formally submitted for filing;
2. certify that he will promptly advise the Superintendent of any changes which may occur in the information furnished in the application subsequent to the date upon which the information was furnished; and
3. subscribe the application and affirm, under penalties of perjury, that he has reviewed the application and that the application does not make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
Additional information and in-person conferences. The Superintendent reserves the right to require additional information in connection with the application. The Superintendent may also require that the applicant and any officers, directors and/or representatives of the applicant appear at the Department for in-person conferences. The applicant may submit any additional information it deems pertinent to the application.

CB 117 - § 117.2 -- Definitions. For purposes of this Supervisory Procedure:

Affiliate means any person that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with the person specified.
One-bank holding company means a company:
1. formed by only those persons who control a banking institution for the purpose of holding the stock of such banking institution, which shall be the only banking subsidiary of such company;
2. which owns, controls or holds with power to vote all of the voting securities, except directors" qualifying shares of such banking institution;
3. which is required to file an application with the Board of Governors of the Federal Reserve System under the Federal Bank Holding Company Act of 1956, as amended; and
4. which is required to file an application under Banking Law, section 143-b.
Banking institution refers to the banking institution control of which is sought to be exercised by the applicant.
Banking organization means a State-chartered, Federally-chartered or foreign bank, trust company, private bank, investment company, banking association or bank holding company.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a banking institution or other company, whether through the ownership of voting stock of such banking institution or other company, the ownership of voting stock of any company which possesses such power, by contract or otherwise. Control shall be presumed to exist if any person directly or indirectly, owns, controls or holds with the power to vote 10 percent or more of the voting stock of any banking institution or other company or of any company which owns, controls or holds with power to vote 10 percent or more of the voting stock of such banking institution or other company, but no person shall be deemed to control a banking institution or other company solely by reason of his being an officer or director of such banking institution or company.
Person means a corporation, partnership, association or other business entity or a trust or an individual.
Subsidiary means any company, a majority of whose voting stock is directly or indirectly owned, controlled or held with power to vote, by an applicant or by any company owned or controlled by an applicant.

CB 117 - § 117.3 -- Information Relating To The Banking Institution.
Information relating to the banking institution control of which is sought to be acquired or exercised by the applicant and on the terms of the proposed transaction.

Names and addresses. Set forth the name and address of the banking institution control of which is sought to be acquired.
Bank securities owned by applicant.
1. State the total number of outstanding shares of such banking institution and the percentage of such shares, owned, beneficially and/or of record, by: (i) the applicant; and (ii) each affiliate of the applicant.
2. State the aggregate unpaid principal amount of any other securities or indebtedness of such banking institution owned, beneficially and/or of record, by: (i) the applicant; and (ii) each affiliate of the applicant, and set forth a brief description thereof, including any conversion rights attached thereto.
Shares acquired or to be acquired by applicant. With respect to the shares of such banking institution which were or are proposed to be acquired, state:
1. the date or dates on which such shares were or are to be acquired;
2. the name(s) and address(es) of the person(s) which have acquired or will be acquiring such shares, if an affiliate or affiliates of the applicant have acquired or are to acquire such shares;
3. the name or names of the parties from who such shares were, or are to be, acquired;
4. a description of the transaction or transactions in which such shares were or are to be acquired;
5. the number of shares of stock of each class of stock of the banking institution which were or are to be acquired and the rights inherent in each such class; and
6. the aggregate purchase price for the shares of stock which were or are to be acquired, stated by class.
Source and amount of funds or other consideration.
1. State the source and amount of funds or other consideration used or to be used in: (i) acquiring the shares listed in section 117.3(c)(5) of this Supervisory Procedure; and (ii) paying any finders" fees, legal fees or other expenses borne or to be borne by the applicant or its affiliates in connection with the acquisition of such shares.
2. State whether any other consideration, monetary or otherwise, has been paid, given or offered to any shareholder or any other party as inducement for assistance in consummating the transaction in which control was or will be acquired and the details thereof.
3. If any part of the purchase price for the shares acquired or to be acquired, or any part of the expenses of acquisition were represented or are to be represented by funds or other consideration directly or indirectly borrowed, described the transaction(s) pursuant to which they were or are to be so borrowed and name the parties to the transaction.
4. Provide copies of any contracts or other documents memorializing any of the arrangements described in section 117.3(d) of this Supervisory Procedure.
Contracts, arrangements or understandings with respect to securities of the banking institution. Describe any contracts, arrangements or understandings between applicant or any affiliate of applicant and any person with respect to any securities of the banking institution, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, guarantees of loans, guarantees against loss or of profits, division of loss or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into and giving the details thereof, and supply copies of all such contracts or documents memorializing such arrangements or understandings.
The banking institution.
1. State whether, to the best of your knowledge, any other person controls the banking institution.
2. Describe the purpose or purposes of the acquisition or proposed acquisition of control and the changes, if any, which applicant intends to make in the management and policies of the banking institution. If any management changes are anticipated, provide the same information required by section 117.4(c) of this Supervisory Procedure on any proposed new directors, trustees, partners and principal executive officers.
3. Describe the extent to which applicant or any affiliate of applicant directs, or intends to direct, the policies of the banking institution relating to investments, loans, bank premises, operations, insurance, personnel, pension and profit sharing plans and dividends.
4. State the extent to which applicant or any affiliate of applicant supervises or intends to supervise the auditing procedures of the banking institution.
5. State whether applicant or any affiliate of applicant intends to charge any fees for management services and, if so, the amount thereof and any formula used to arrive at such amount.
6. State whether applicant or any affiliate of applicant has or has had, or intends to have, a banking or contractual relationship with the banking institution, describe the terms and nature of such relationship(s), and provide copies of any contracts or agreements memorializing any such relationship(s).
7. Provide copies of all contracts between applicant or any affiliate of applicant and the banking institution or any shareholder or officer thereof not provided in response to any other item of this Supervisory Procedure, including all employment, stock, debenture, note or bond purchase agreements.
Future financing for the banking institution. Describe all sources of financing which would be available to the applicant for future use in connection with the banking institution and the manner and terms on which it would be available to the applicant.

CB 117 - § 117.4 -- Information Required In Applications Filed By Corporate Or Other Entities.

Name and address of applicant. Set forth the name and address of the applicant and the name and address of the officer or partner to whom all communications from the Department should be addressed.
Applicant's business. Describe fully the business of the applicant, each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure, and each other significant subsidiary or affiliate of the applicant, including the name, state or country of incorporation, percentage ownership and business of each such subsidiary and affiliate. The description of business should include, but not be limited to, the following:
1. a discussion of the general development of the business over the past two years;
2. a description of the principal services or products and any significant change therein during the past two years;
3. a list of each customer or group of related customers, which accounts, either singly or in the aggregate, for 10 percent or more of the gross revenues of the business. Indicate whether such customers are directly related to or affiliated with the applicant or its affiliates and if so, how;
4. a list of the major suppliers of the business. Indicate whether such suppliers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;
5. a description of the source and availability of financing, if any, for the business. If any part consists of debt financing, provide the name and address of the lender(s) and describe the maturities and other terms of such financing; and
6. a breakdown of the gross revenues of the business for the past two years, showing the approximate amount of revenues, before income taxes and extraordinary items, attributable to each line of business which accounted for 10 percent or more of the revenues and/or losses of the business in either of the years covered.
Applicant's directors, partners, etc.
1. List the name, title, citizenship, home address and number and percentage of applicant's shares owned, beneficially and/or of record, by each of applicant's directors and principal executive officer, or, in the case of a partnership, the name, home address and percentage interest therein of each of the partners. If applicant is a corporation, list all other persons owning, beneficially and/or of record, one percent or more of the shares of the applicant.
2. List, for each director and principal executive officer of the applicant, or if applicant is a partnership, for each of the partners and for each individual controlling any partner, all material occupations, positions, offices or employment during the last 10 years, providing the starting and ending dates of each and the name and address and principal activities of any business, corporation or other entity in which each occupation, position, office or employment was carried on.
3. State whether or not any of the directors or principal executive officers of the applicant, or if applicant is a partnership, if any of the partners or persons controlling such partners, has been convicted in a criminal proceeding or proceedings (excluding traffic violations) or has been the subject of a bankruptcy proceeding or proceedings, and if so, provide dates, nature of the proceeding(s) or conviction(s), name(s) and location of court(s) and disposition of the matters.
4. State whether or not any of the directors or principal executive officers of the applicant, or if applicant is a partnership, whether or not any of the partners or persons controlling such partners: (i) directly or indirectly owns, either beneficially or of record, five percent or more of the equity interests of any banking organization; or (ii) directly or indirectly controls five percent or more of the equity interests of any banking organization. If the answer to (i) or (ii) is "yes", identify the director, officer or other person, the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdictions in which the organization(s) are chartered.
Claims. Summarize all:
1. investigations, and civil and criminal proceedings by any Federal, State, local or foreign governmental agency; and
2. claims which involve the applicant, each affiliate referred to in section 117.3(c)(2) of this Supervisory Procedure, or any other significant subsidiary or affiliate of the applicant which are currently pending or threatened, and which are either: (i) material; or (ii) related to the character of the applicant.

The summary must include the names of the parties, the agencies, courts or other tribunals before which the investigations, proceedings or claims are pending, if any, the status thereof, and the amount (or a reasonable estimate thereof) involved.

Corporate or partnership documents. With respect to the applicant, each affiliate referred to in section 117.3(c)(2) of this Supervisory Procedure, and any other significant subsidiary or affiliate of the applicant, provide copies of:
1. In the case of a partnership, the partnership certificate and all amendments thereto duly certified by an appropriate official of the jurisdiction of organization, and the partnership agreement, with all amendments thereto duly certified by a general partner;
2. In the case of a corporation or other entity: (i) the certificate of incorporation, charter or other organizational certificate and all amendments thereto, duly certified by the Secretary of State (or other appropriate official of the jurisdiction of organization); and (ii) a copy of the bylaws, as amended to date, duly certified by an appropriate officer.
Ownership or control of banking organizations. State whether or not the applicant or any affiliate of the applicant:
1. directly or indirectly owns, either beneficially or of record, five percent or more the equity interest in any banking organization; or
2. directly or indirectly controls five percent or more of the equity interest in any banking organization. If the answer to (1) or (2) is "yes", identify the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdiction(s) in which the organization(s) are chartered.
Financial statements. Provide the following financial statements:
1. Consolidated and consolidating statements of condition as of the last day of each of the three fiscal years immediately preceding the date of the application and consolidated and consolidating statements of income, changes in financial position and changes in shareholders" equity for such three fiscal years for: (i) the applicant and its subsidiaries; and (ii) each unconsolidated affiliate of the applicant and its subsidiaries, each accompanied by a report thereon by an independent certified public accountant, stating that such financial statements present the information purported to be shown therein fairly and in conformity with generally accepted accounting principles consistently applied, and stating in the report any exceptions thereto.
2. A consolidated and consolidating statement of condition as of the last day of the calendar quarter immediately preceding the date of the application and consolidated and consolidating statements of income, changes in financial position and changes in shareholders" equity for the period beginning on the first day of the fiscal year then in progress and ending on such last day, for: (i) the applicant and its subsidiaries; and (ii) each unconsolidated affiliate of the applicant and its subsidiaries, accompanied by a report of an independent certified public accountant stating that:
  1. (a) he has reviewed such interim financial statements (indicating the scope of his review); and
  2. (b) on the basis of such review and consultation with the officers of the applicant or the affiliate responsible for financial and accounting matters and such other inquiries as he deems necessary, nothing has come to his attention which, in his judgment, would indicate that:
    1. such interim financial statements were not prepared in accordance with generally accepted accounting principles consistent with those followed in the preparation of the certified financial statements referred to in section 117.4(g)(1) of this Supervisory Procedure or do not present fairly the information purported to be shown; or
    2. during the period covered by the interim financial statements, there has been any material change in the capital stock or funded debt of the applicant or the affiliate, as the case may be, or of any of their respective subsidiaries.
    3. A copy of the annual reports for each of the two fiscal years ended immediately prior to the date of the application sent to or prepared for the shareholders of: (i) the applicant; (ii) each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and (iii) each other significant subsidiary or affiliate of applicant.
Prospectus. Copies of the most recent prospectus filed with the Securities and Exchange Commission by:
1. the applicant;
2. each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and
3. any other significant subsidiary or affiliate of the applicant.
Banking and securities brokerage firm relationships.
1. Provide a list of all banking organizations and securities brokerage firms with which: (i) the applicant; (ii) each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and (iii) each other significant subsidiary or affiliate of the applicant has or within the past five years has had a banking or customer relationship. The list should summarize the name of each such relationship and indicate the principal office of the banking organization or securities brokerage firm at which the relationship is or was maintained.
2. Provide a letter addressed to each of the banks or brokerage firms referred to in section 117.3(i)(1) of this Supervisory Procedure authorizing the addressee to provide the Superintendent and his representatives with such financial or other information concerning the applicant and its affiliates as the Superintendent or his representatives may request.
Affiliations chart. Provide a chart clearly presenting the identities of an interrelationships among, the applicant and all affiliates of the applicant. The chart should indicate:
1. the percentage of voting securities of each person who controls, is controlled by, or is under common control with, the applicant;
2. if control of any such person is maintained other than by the ownership or control of voting securities, the basis of such control; and
3. the names of any other persons owning shares of any affiliates of the applicant.

The chart should also indicate, for each person specified in the chart, the type of organization (e.g., corporation, trust, partnership) involved and the state or other jurisdiction of domicile.

CB 117 - § 117.5 -- Information Required In Applications Filed By Individuals.

Name, address and relatives of applicant.
1. Set forth the name, citizenship and business and residential addresses of the applicant, indicating the address to which communications from the Department should be sent.
2. Set forth any other names by which the applicant has been known, and the circumstances thereof.
3. Provide the name of applicant's spouse and all relatives of applicant, by blood or marriage, who, to applicant's knowledge, own or have agreed to acquire stock of the banking institution subject of the application.
Birth date and place. Provide the date and place of birth of the applicant.
Former residences. Provide the addresses of all former residences of the applicant during the last 10 years and the starting and ending dates of such residences.
Education. Provide the names and addresses of all high schools, colleges, universities, graduate programs, technical institutions and professional institutions attended by the applicant, the dates of attendance, any degrees received and the dates of such receipt.
Professional licenses. List all professional licenses or certificates held by applicant, stating the type of license or certificate, the date of issue, the issuing authority and the extent of applicant's activity thereunder.
Employment.
1. State the present principal occupation or employment of the applicant and the name, address and principal business of any enterprise, corporation or other entity in which such employment was carried on.
2. List all occupations, positions, offices or employment of the applicant during the 10 years preceding the date of the application, giving the starting and ending dates of each and the name, address and principal business of any enterprise, corporation or other entity in which such employment was carried on.
Other activities. Provide the names of any civil, professional or fraternal associations of which applicant is or has been a member at any time during the five years preceding the date of the application, the dates of membership and a description of the activities carried on by such associations.
Applicant's business. Describe fully the applicant's business, including the name, jurisdiction of incorporation, percentage of ownership and lines of business of each corporate or other entity which:
1. is owned or controlled by the applicant; or
2. has accounted for 10 percent or more of the gross income of the applicant in either of the last two calendar or fiscal years of the applicant. The description of the business should include, but not be limited to, the following: (i) a discussion of the general development of the business over the past two years; (ii) a description of the principal services or products and any significant change therein during the past two years; (iii) a list of each customer, or group of related customers, which accounts, either singly or in the aggregate, for 10 percent or more of the gross revenues of the business. Indicate whether such customers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how; (iv) a list of the major suppliers of the business. Indicate whether such suppliers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how; (v) a description of the source of availability of financing, if any, for the business. If any part consists of debt financing, provide the name and address of the lender(s) and describe the maturities and other terms of financing; and (vi) a breakdown of the business" gross revenues for the past two years, showing the approximate amount of revenues, before income taxes and extraordinary items, attributable to each line of business which accounted for 10 percent or more of the revenues and/or losses of the business in either of the years covered.
Convictions, bankruptcies, claims and proceedings.
1. State whether or not the applicant has been convicted in any criminal proceeding (excluding traffic violations) or has been the subject of any bankruptcy or similar proceeding, and if so, provide the dates and description of any such conviction or proceeding, the court or tribunal in which the matter was heard and the ultimate disposition thereof.
2. State whether or not any business with which the applicant has been associated as an officer, director, partner or 10 percent or more shareholder has been: (i) the subject of any criminal indictment; (ii) convicted in any criminal proceeding; or (iii) the subject of any bankruptcy or similar proceeding, and if so, provide the date and description of any such proceedings, the court or tribunal in which the matter was heard and the ultimate disposition thereof.
3. State whether or not the applicant or any business with which the applicant has been associated as an officer, director, partner or 10 percent or more shareholder is the subject of any: (i) pending or threatened investigation, civil or criminal proceeding by any Federal, State, local or foreign governmental agency; or (ii) pending or threatened claim. Provide a description of the matters disclosed, the names of the agencies or parties involved, the courts or tribunals in which any such matters are pending, the status of the matters and the amounts (or reasonable estimates thereof) involved.
Ownership or control of banking organizations. State whether or not the applicant:
1. directly or indirectly owns, either beneficially or of record, five percent or more of the equity interests in any banking organization; or
2. directly or indirectly controls five percent or more of the equity interests in any banking organization. If the answer to (1) or (2) is "yes", identify the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdiction(s) in which the organization(s) are chartered.
Financial statements of applicant. Provide the following financial statements:
1. Detailed statements of assets and liabilities of the applicant as of the last day of each of the three calendar or fiscal years of the applicant immediately preceding the date of the application, together with statements of income and changes in financial condition for such three calendar or fiscal years, prepared by an independent certified public accountant in accordance with the Statement on Standards for Accounting and Review Services, No. 1, Compilation and Review of Financial Statements, issued by the American Institute of Certified Public Accountants, as amended, or any statement issued in substitution, and accompanied by review reports on such financial statements prepared by such accountant, stating that based on his review, he is not aware of any material modifications that should be made to such statements in order for them to be in conformity with generally accepted accounting principles, and stating in the report any exceptions thereto.
2. A detailed statement of assets and liabilities of the applicant as of the last day of the calendar or fiscal quarter of the applicant immediately preceding the date of the application, together with statements of income and changes in financial condition for the period beginning on the first day of the calendar or fiscal year of the applicant then in progress and ending on such last day, prepared by an independent certified public accountant, and accompanied by a review report on such financial statements prepared by such accountant, stating that based on his review: (i) nothing has come to his attention which would indicate that such statements were not prepared in accordance with accounting principles consistent with those principles applied in preparation of the annual financial statements provided pursuant to paragraph (1) of this subdivision; and (ii) he is not aware of any material modifications that should be made to such statements in order for them to be in conformity with generally accepted accounting principles, and stating in the report any exceptions thereto.
3. Detailed statements of assets and liabilities of the applicant as of: (i) the last day of the calendar or fiscal year of the applicant immediately preceding the date of the application. (ii) as of the last day of the calendar or fiscal quarter immediately preceding the date of the application, showing current estimated values, both reviewed by an independent certified public accountant and both accompanied by letters from such accountant stating the scope of his review.
Financial statements of affiliates. For all affiliates of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure and all other significant affiliates of the applicant, provide the annual and interim financial statements referred to in sections 117.4(g)(1) and (2) of this Supervisory Procedure and the annual reports referred to in section 117.4(g)(3) of this Supervisory Procedure.
Banking and securities brokerage relationships.
1. Provide a list of all banking organizations and securities brokerage firms with which: (i) the applicant; (ii) any affiliate of the applicant referred to in section 117.3(c)(2); and (iii) any other significant affiliate of the applicant has or within the past five years has had a banking or customer relationship. The list should summarize the nature of each such relationship and indicate the principal office of the banking organization or brokerage firm at which the relationship is or was maintained.
2. Provide a letter addressed to each of the banking organizations or brokerage firms referred to in section 117.4(m)(1) of this Supervisory Procedure authorizing the addressee to provide the Superintendent or his representatives with such financial or other information concerning the applicant and his affiliates as the Superintendent or his representatives may request.
Affiliations chart. Provide a chart clearly presenting the identities of, and the interrelationships among, the applicant and all affiliates of the applicant. The chart should indicate:
1. the percentage of voting securities of each person who controls, is controlled by, or is under common control with applicant;
2. if control of any such person is maintained other than by the ownership or control of voting securities, the basis of such control; and
3. the names of any other persons owning shares of any affiliates of the applicant.

The chart should also indicate, for each person specified in the chart, the type of organization (e.g., corporation, trust, partnership) involved and the state or other jurisdiction of domicile.

References. Provide the names and addresses of at least three personal references.

Part II

Please also refer to compliance with the Bank Secrecy Act Anti-Money Laundering Programs to determine if Part 115 is applicable to your application.

The Applicant should determine whether it is necessary to establish policies and procedures designed to ensure and monitor compliance with the Bank Secrecy Act (BSA) as amended by the USA PATRIOT Act and the anti-money laundering programs of Part 115 of the General Regulations of the Banking Board. A compliance program must include, at a minimum, a system of internal controls to assure ongoing compliance, independent testing for compliance to be conducted by bank personnel or by an outside party, the designation of an individual or individuals responsible for coordinating and monitoring day-to-day compliance, and training for appropriate personnel.

Part lll
Also, Section 143-b (3) (iv) of the Banking Law requires the applicant to address whether the proposed action is consistent with the public interest and the needs and convenience thereof.

Part IV

The applicant should also address whether there are applicable requirements of Supervisory Procedure G 108 Evidence of Compliance with Executive Law, Section 296-a.

Application to Acquire Control of a Banking Institution

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