October 22, 1984
To: Examiner Cox, Commercial Banks Division
From: Assistant Counsel Barras
Re: [ ]BANCORP. - Section 143-b and Director [ ]
Subsequent to my prior memorandum to you on the matter of Director [ ] (October 10, 1984), George Benczak showed me the "Statement of Changes in Beneficial Ownership of Equity Securities" submitted by Director [ ] on April 9., 1976. The conclusion which I reached in my previous memorandum was based on the assumption that Director [ ] obtained ownership of the bank stock in 1972, as the facts stated in [ ] counsel's letter seemed to indicate.
I spoke with [ ], an attorney in the firm representing Director [ ], and [ ] verified the fact that the stock was not registered in Director [ ]'s name until 1976 and that the estate took four years to probate. However, [ ] reaffirmed [ ] belief that Director [ ] actually had beneficial ownership of the stock in 1972, the year [ ] died, and that the provisions of Section 143-b(5) supported this argument.
In reviewing this situation, I conclude that Director [ ] did not acquire (or, of course, exercise) control until 1976. Any beneficial ownership which [ ] might have had in 1972 did not give [ ] a "control" position at that point. Therefore, Director [ ] is and has been acting in contravention of Section 143-b and should be required to file an application thereunder. Further, under the provisions of Section 143-b(5), the executor or executrix of the estate (it could have been [ ]) was required to file an application under Section 143-b within six months and this apparently was not done.
I leave it to your Division to take the appropriate action.
S. R. B.