ORDERS ISSUED UNDER BANK HOLDING COMPANY ACT.Orders Issued Under Section 3 of the Bank Holding Company Act Cooper Life Sciences, Inc. New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York Greater American Finance Group, Inc. New York, New York Order Approving the Formation of Bank Holding Companies and Acquisition of a Bank Cooper Life Sciences, Inc. ("CLS (Common Language Specification) The structure and syntax of .NET and CLI programming languages. See .NET. ") and its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Greater American Finance Group, Inc. ("GAFG") (collectively, "Applicants"), have requested the Board's approval under section (3)(a)(1) of the Bank Holding Company Act ("BHC BHC benzene hexachloride. BHC, ?-BHC see benzene hexachloride. Act") (12 U.S.C. [sections] 1842(a)(1)) to become bank holding companies by acquiring control of up to 100 percent of the voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of The Berkshire Bank, New York, New York ("Berkshire"). Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (63 Federal Register 43,950 (1998)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act. Applicants, although previously engaged directly and indirectly in various activities, have no current business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets . CLS has an investment, however, that does not conform to Verb 1. conform to - satisfy a condition or restriction; "Does this paper meet the requirements for the degree?" fit, meet coordinate - be co-ordinated; "These activities coordinate well" the requirements of section 4 of the BHC Act (12 U.S.C. [sections] 1843), which sets forth the investments and activities that are permissible per·mis·si·ble adj. Permitted; allowable: permissible tax deductions; permissible behavior in school. per·mis for bank holding companies. Applicants have committed to conform their current investments to the requirements of the BHC Act within two years of the date of consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the proposal, including by divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). if necessary, in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with section 4(a)(2) of the BHC Act (12 U.S.C. [sections] 1843(a)(2)). In reviewing the proposal under the BHC Act, the Board has considered the financial and managerial resources and future prospects of the companies and bank involved, the convenience and needs of the communities to be served, and certain supervisory factors. The Board has reviewed these factors in light of the facts of record, including supervisory reports of examination assessing the financial and managerial resources of Berkshire, discussions with appropriate federal and state banking supervisors and other appropriate federal agencies, and information provided by Applicants. The Board notes that Applicants would not incur To become subject to and liable for; to have liabilities imposed by act or operation of law. Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court. or assume any debt in connection with the proposal, and that Berkshire would remain well capitalized Capitalized Recorded in asset accounts and then depreciated or amortized, as is appropriate for expenditures for items with useful lives longer than one year. after consummation of the proposal. Based on all the facts of record in this case, the Board concludes that the financial and managerial resources and future prospects of Applicants and Berkshire and other supervisory factors are consistent with approval of the proposal. In considering the convenience and needs factor, the Board has reviewed the record of Berkshire under the Community Reinvestment Act Community Reinvestment Act (CRA) Enacted by Congress in 1977, the CRA encourages banks to help meet the credit needs of their communities for housing and other purposes, particularly in neighborhoods with low or moderate incomes, while maintaining safe and sound operations. ("CRA See Community Reinvestment Act. ").(1) The Board notes that Applicants intend to continue the CRA program of Berkshire and do not intend to make any material changes in the products and services provided by Berkshire. The Board has evaluated the convenience and needs factor in light of examinations of the CRA performance record of Berkshire by the Federal Deposit Insurance Corporation Federal Deposit Insurance Corporation (FDIC), an independent U.S. federal executive agency designed to promote public confidence in banks and to provide insurance coverage for bank deposits up to $100,000. ("FDIC FDIC See: Federal Deposit Insurance Corporation FDIC See Federal Deposit Insurance Corporation (FDIC). "), the institution's appropriate federal banking supervisor, and the New York State Banking Department ("NYSBD"). Berkshire received "satisfactory" ratings from the FDIC and the NYSBD at the most recent examinations of its performance under the CRA. Based on all the facts of record, the Board concludes that convenience and needs considerations, including the CRA performance record of the relevant institution, are consistent with approval of the proposal. As required under the BHC Act, the Board also considered the competitive effects of the proposal. The proposed transaction is a formation of bank holding companies that will control only one bank and, therefore, does not involve competing banking institutions. Accordingly, the Board concludes that the proposal would not have a significantly adverse effect on competition or on the concentration of banking resources in any relevant banking market. Based on all the facts of record, the Board concludes that competitive considerations are consistent with approval. Based on all the facts of record, the Board has determined that this application should be, and hereby is, approved. The Board's approval is specifically conditioned on compliance by Applicants with all the commitments made in connection with this proposal. The commitments and conditions relied on by the Board in reaching its decision are deemed to be conditions imposed in writing by the Board in connection with its findings and decisions and, as such, may be enforced in proceedings under applicable law. The proposed acquisition shall not be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. before the fifteenth In music, a fifteenth (sometimes abbreviated 15ma) is the interval between one musical note and another with one-quarter or quadruple the frequency. It corresponds to two octaves. It is the fourth harmonic. calendar day after the effective date of this order, or later than three months after the effective date of this order, unless such period is extended by the Board or by the Federal Reserve Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. , acting pursuant to delegated authority Delegated authority is an authority obtained from another that has authority since the authority does not naturally exist. Typically this is used in a government context where an organization that is created by a legitimate government, such as a Board, City, Town or other . By order of the Board of Governors, effective December 14, 1998. Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Meyer, Ferguson, and Gramlich. Absent and not voting: Governor Kelley. ROBERT DEV. FRIERSON Associate Secretary of the Board (1.) 12 U.S.C. [sections] 2901 et seq et seq. (et seek) n. abbreviation for the Latin phrase et sequentes meaning "and the following." It is commonly used by lawyers to include numbered lists, pages or sections after the first number is stated, as in "the rules of the road are found in Vehicle Code . Sulphur Springs Sulphur Springs, city (1990 pop. 14,062), seat of Hopkins co., NE Tex., in a farm area; inc. 1859. Vegetables, wheat, rice, and corn are grown, and livestock and dairying are important. There is clay and timber in the area. Bancshares, Inc. Sulphur Springs, Texas Sulphur Springs is a city in Hopkins County, Texas, in the United States. As of the 2000 census, the city population was 14,551. It is the county seat of Hopkins CountyGR6. Sulphur Springs Delaware Financial Corporation Dover, Delaware The city of Dover is the capital and second largest city[1] in the U.S. state of Delaware. It is also the county seat of Kent County, and the principal city of the Dover, Delaware Metropolitan Statistical Area which encompasses all of Kent County. It is located on the St. Order Approving the Acquisition of a Bank Sulphur Springs Bancshares, Inc. and Sulphur Springs Delaware Financial Corporation (collectively "Sulphur Springs"), bank holding companies within the meaning of the Bank Holding Company Act ("BHC Act"), have requested approval by the Board under section 3 of the BHC Act (12 U.S.C. [sections] 1842) to acquire First National Bank, Sulphur Springs, Texas.(1) Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (63 Federal Register 63,476 (1998)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act. Sulphur Springs is the 158th largest commercial banking organization in Texas, controlling approximately $107.7 million in deposits, representing less than 1 percent of total deposits in commercial banking organizations in the state ("state deposits").(4) First National Bank is the 534th largest commercial banking organization in Texas, controlling approximately $26.2 million in deposits, representing less than 1 percent of state deposits. On consummation of the proposal, Sulphur Springs would be the 130th largest commercial banking organization in Texas, controlling approximately $133.9 million in deposits in the state, representing less than 1 percent of state deposits. Competitive Considerations The BHC Act prohibits the Board from approving an application under section 3 of the BHC Act if the proposal would result in a monopoly or would be in furtherance fur·ther·ance n. The act of furthering, advancing, or helping forward: "Pakistan does not aspire to any . . . role in furtherance of the strategies of other powers" Ismail Patel. of any attempt to monopolize mo·nop·o·lize tr.v. mo·nop·o·lized, mo·nop·o·liz·ing, mo·nop·o·liz·es 1. To acquire or maintain a monopoly of. 2. To dominate by excluding others: monopolized the conversation. the business of banking. The BHC Act also prohibits the Board from approving a proposed combination that would substantially lessen less·en v. less·ened, less·en·ing, less·ens v.tr. 1. To make less; reduce. 2. Archaic To make little of; belittle. v.intr. To become less; decrease. competition or tend to create a monopoly in any relevant banking market, unless the Board finds that the anticompetitive an·ti·com·pet·i·tive adj. That discourages competition among businesses: anticompetitive foreign trade restrictions. effects of the proposal are clearly outweighed in the public interest by the probable effect of the proposal in meeting the convenience and needs of the community to be served.(3) Sulphur Springs and First National Bank compete directly in the Hopkins County, Texas Hopkins County is a county located in the U.S. state of Texas. In 2000, its population was 31,960. Its seat is Sulphur Springs6. Hopkins County is named for the family of David Hopkins, an early settler in the area. Geography According to the U.S. , banking market ("Hopkins County Hopkins County is the name of two counties in the United States:
A financial institution that obtains its funds mainly through deposits from the public. This includes commercial banks, savings and loan associations, savings banks and credit unions. in the market, controlling deposits of $86.8 million, representing 26.1 percent of total deposits in depository institutions in the market ("market deposits").(5) First National Bank is the fifth largest depository institution in the market, controlling deposits of $26.2 million, representing 7.9 percent of market deposits. On consummation of the proposal, City National Bank would remain the second largest competitor in the market, controlling deposits of $113 million, representing 34 percent of market deposits. The Herfindahl-Hirschman Index ("HHI HHI Herfindahl-Hirschman Index (measure of market concentration) HHI Heinrich Hertz Institut (Germany) HHI Hilton Head Island HHI Household Income HHI Hyundai Heavy Industries Co, Ltd ") for the market would increase by 411 points to 3150.(6) Although consummation of the proposal would eliminate some existing competition in a highly concentrated market, certain factors mitigate mit·i·gate v. To moderate in force or intensity. mit  i·ga tion n. the potential anticompetitive effects. The Board has considered as a significant factor First National Bank's financial condition and its ability to function as a viable competitor in the market. First National Bank recently has suffered financial and managerial difficulties that have prevented it from being an effective competitor. During the past three years, for example, the deposits of First National Bank have declined, and First National Bank's parent bank holding company filed for bankruptcy bankruptcy, in law, settlement of the liabilities of a person or organization wholly or partially unable to meet financial obligations. The purposes are to distribute, through a court-appointed receiver, the bankrupt's assets equitably among creditors and, in most in 1997. The Board has considered the fact that First National Bank was offered for sale to numerous potential purchasers, and that only Sulphur Springs and one other party submitted bids. The major creditor An individual to whom an obligation is owed because he or she has given something of value in exchange. One who may legally demand and receive money, either through the fulfillment of a contract or due to injury sustained as a result of another's Negligence of First National Bank's holding company has approved this bid. The acquisition is expected to result in significant public benefits by providing additional financial and managerial resources to the operations of First National Bank. The Board also has considered that on consummation of the proposal, the Hopkins County banking market would continue to be served by four banks and a savings association, including City National Bank. All but one of the competitors remaining in the market would control more than 8 percent of market deposits, and the largest banking competitor would control 41.2 percent of market deposits. The Department of Justice has conducted a detailed review of the proposal and has advised the Board that consummation of the proposal would not likely have a significantly adverse effect on competition in any relevant banking market. As noted above, the OCC OCC See: Options Clearing Corporation OCC See Options Clearing Corporation (OCC). has reviewed and approved the proposed merger of City National Bank and First National Bank under the Bank Merger Act. The Federal Deposit Insurance Corporation has not objected to consummation of the proposal. After carefully reviewing all the facts of record, and for the reasons discussed in this order, the Board concludes that consummation of the proposal would not likely result in any significantly adverse effects on competition or on the concentration of resources in the Hopkins County banking market or in any other relevant banking market. Accordingly, based on all of the facts of record, the Board has determined that competitive factors are consistent with approval of the proposal. Other Factors Under the BHC Act The BHC Act also requires the Board, in acting on an application, to consider the financial and managerial resources and future prospects of the companies and banks involved in a proposal, the convenience and needs of the community to be served, and certain other supervisory factors. The Board has carefully considered the financial and managerial resources and future prospects of Sulphur Springs, City National Bank and First National Bank; the structure of the proposed transactions; the resources of the combined organization; and other supervisory factors, in light of all the facts of record. As part of this consideration, the Board has reviewed relevant reports of examination and other supervisory information prepared by the Federal Reserve Bank of Dallas The Federal Reserve Bank of Dallas covers the Eleventh Federal Reserve District, which includes Texas, northern Louisiana and southern New Mexico. It has branch offices in El Paso, Houston, and San Antonio. and other federal financial supervisory agencies. City National Bank would be well capitalized after its merger with First National Bank. In addition, Sulphur Springs would be able to provide additional managerial and financial resources and has sufficient managerial and financial resources to address the condition of First National Bank. Based on these and other facts of record, the Board concludes that considerations relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the financial and managerial resources and future prospects of Sulphur Springs and its respective subsidiaries and the other supervisory factors that the Board must consider under section 3 of the BHC Act weigh in favor of approval of the proposal. The Board also has carefully considered the effects of the proposed acquisition on the convenience and needs of the community to be served in light of all the facts of record. City National Bank and First National Bank have satisfactory records of performance under the Community Reinvestment Act (12 U.S.C. [sections] 2901 et seq.) ("CRA"). The record of this application indicates, moreover, that this transaction would provide a substantial public benefit by preventing further deterioration de·te·ri·o·ra·tion n. The process or condition of becoming worse. of the financial condition of First National Bank. Based on all the facts of record, including the performance records of City National Bank and First National Bank under the CRA, the Board concludes that convenience and needs considerations are consistent with approval of the proposal. Conclusion Based on the foregoing, and in light of all the facts of record, the Board has determined that the application should be, and hereby is, approved. Approval of the application is specifically conditioned on compliance by Sulphur Springs and City National Bank with all the commitments made in connection with the proposal and with the conditions stated or referred to in this order. For purposes of this transaction, the commitments and conditions referred to in this order shall be deemed to be conditions imposed in writing by the Board in connection with its findings and decision and, as such, may be enforced in proceedings under applicable law. The proposal shall not be consummated before the fifteenth calendar day after the effective date of this order, or later than three months after the effective date of this order, unless such period is extended for good cause by the Board or by the Federal Reserve Bank of Dallas, acting pursuant to delegated authority. By order of the Board of Governors, effective December 16, 1998. Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Meyer, Ferguson and Gramlich. ROBERT DEV. FRIERSON Associate Secretary of the Board (1.) Sulphur Springs proposes to merge First National Bank with and into its subsidiary bank, City National Bank of Sulphur Springs. The Office of the Comptroller of the Currency The Office of the Comptroller of the Currency (or OCC) was established by the National Currency Act of 1863 and serves to charter, regulate, and supervise all national banks and the federal branches and agencies of foreign banks in the United States. ("OCC") has approved the proposed merger under section 18(c) of the Federal Deposit Insurance Act (12 U.S.C. [sections] 1828(c)) (the "Bank Merger Act"). (2.) State deposit data are as of June 30, 1997, and market data are as of June 30, 1998. (3.) 12 U.S.C. [sections] 1842(c). (4.) The Hopkins County banking market comprises Hopkins County, Texas. (5.) In this context, depository institutions include commercial banks, savings banks savings bank, financial institution that, until recently, performed only the following functions: receiving savings deposits of individuals, investing them, and providing a modest return to its depositors in the form of interest. and savings associations. Market share data are based on calculations that include the deposits of thrift institutions Thrift institution An organization formed as a depository for primarily consumer savings. Savings and loan associations and savings banks are thrift institutions. at 50 percent. The Board previously has indicated that thrift institutions have become, or have the potential to become, significant competitors of commercial banks. See, e.g., Midwest Financial Group, 75 Federal Reserve Bulletin 386 (1989); National City Corporation, 70 Federal Reserve Bulletin 743 (1984). Thus, the Board has regularly included thrift thrift: see leadwort. deposits in the calculation of market share on a 50 percent weighted basis. See, e.g., First Hawaiian Inc., 77 Federal Reserve Bulletin 52 (1991). (6.) Under Department of Justice Merger Guidelines The Merger guidelines are a set of internal rules promulgated by the Antitrust Division of the United States Department of Justice (USDOJ) in conjunction with the Federal Trade Commission (FTC). , 49 Federal Register 26,823 (1984), a market in which the post-merger HHI is more than 1800 is considered highly concentrated. The Department of Justice has informed the Board that a bank merger or acquisition generally will not be challenged (in the absence of other factors indicating anticompetitive effects) unless the post-merger HHI is at least 1800 and the merger increases the HHI by more than 200 points. The Justice Department has stated that the higher than normal HHI thresholds for screening bank mergers for anticompetitive effects implicitly recognize the competitive effects of limited-purpose lenders and other nondepository financial institutions Noun 1. nondepository financial institution - a financial institution that funds their investment activities from the sale of securities or insurance financial institution, financial organisation, financial organization - an institution (public or private) that . Orders Issued Under Sections 3 and 4 of the Bank Holding Company Act FirstMerit Corporation Akron, Ohio Akron is a city in the U.S. state of Ohio and the county seat of Summit County.GR6 The municipality is located in northeastern Ohio on the Cuyahoga River between Cleveland to the north and Canton to the south, approximately 60 miles (96 km) west of Order Approving the Acquisition of a Bank Holding Company FirstMerit Corporation ("FirstMerit"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under section 3 of the BHC Act (12 U.S.C. [sections] 1842) to acquire Signal Corp., Wooster, Ohio ("Signal"), and its wholly owned subsidiary banks, Signal Bank, N.A., Wooster, Ohio ("Signal Bank"), and Summit Bank, N.A., Akron, Ohio ("Summit Bank").(1) FirstMerit also has requested the Board's approval under section 4(c)(8) of the BHC Act (12 U.S.C. [sections] 1843(c)(8)) and section 225.24 of the Board's Regulation Y (12 C.F.R. 225.24) to acquire the nonbanking subsidiaries of Signal, including First Federal Savings Bank Noun 1. federal savings bank - a federally chartered savings bank FSB savings bank - a thrift institution in the northeastern United States; since deregulation in the 1980s they offer services competitive with many commercial banks of New Castle, New Castle, Pennsylvania New Castle is a city in Lawrence County, Pennsylvania, 50 miles (80 km) northwest of Pittsburgh, Pennsylvania; in 1910, the total population was 36,280; in 1920, 44,938; and in 1940, 47,638. The population was 26,309 at the 2000 census. ("First Federal").(2) Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (63 Federal Register 56,033 and 60,346 (1998)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in sections 3 and 4 of the BHC Act. FirstMerit, with total consolidated assets of $6.2 billion, is the 80th largest commercial banking organization in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , controlling less than 1 percent of total banking assets of insured commercial banks in the United States ("total banking assets").(3) FirstMerit operates a subsidiary bank in Ohio and engages in permissible activities through its nonbanking subsidiaries. Signal, with total consolidated assets of $1.9 billion, is the 153rd largest commercial banking organization in the United States, controlling less than 1 percent of total banking assets. Signal operates two subsidiary banks in Ohio and engages in permissible activities through its nonbanking subsidiaries. On consummation of the proposal, FirstMerit would become the 67th largest commercial banking institution in the United States, with total consolidated assets of approximately $8.1 billion, representing less than 1 percent of total banking assets. FirstMerit is the seventh largest depository institution in Ohio, controlling $5.3 billion in deposits, representing approximately 3.6 percent of total deposits in insured depository institutions in the state ("state deposits").(4) Signal is the 21st largest depository institution in Ohio, controlling $733 million of deposits, representing less than 1 percent of state deposits. On consummation of the proposal, FirstMerit would remain the seventh largest insured depository institution in Ohio, controlling approximately $6 billion in deposits, representing approximately 4.1 percent of state deposits. Competitive Considerations The BHC Act prohibits the Board from approving an application under section 3 of the BHC Act if the proposal would result in a monopoly or would be in furtherance of any attempt to monopolize the business of banking. The BHC Act also prohibits the Board from approving a proposed combination that would substantially lessen competition or tend to create a monopoly in any relevant banking market, unless the Board finds that the anticompetitive effects of the proposal are clearly outweighed in the public interest by the probable effect of the proposal in meeting the convenience and needs of the community to be served.(5) FirstMerit and Signal compete in the Akron, Cleveland, and Wooster, Ohio, banking markets.(6) The Board has carefully reviewed the competitive effects of the proposal in each of these markets in light of all the facts of record, including the characteristics of the markets and the projected increase in the concentration of total deposits in insured depository institutions in these markets ("market deposits")(7) as measured by the Herfindahl-Hirschman Index ("HHI") under the Department of Justice Merger Guidelines ("DOJ (Department Of Justice) The legal arm of the U.S. government that represents the public interest of the United States. It is headed by the Attorney General. Guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. ").(8) The Board also has carefully examined the number of competitors that would remain in each of the banking markets after consummation of the proposal. Consummation of the proposal would be consistent with the DOJ Guidelines and prior Board decisions in the Akron and Cleveland banking markets.(9) Wooster Banking Market. FirstMerit is the fifth largest of 11 depository institutions in the Wooster banking market, controlling deposits of $77.8 million, representing approximately 7.4 percent of market deposits. Signal is the largest depository institution in the Wooster banking market, controlling deposits of $266.6 million, representing approximately 25.3 percent of market deposits. After consummation of the proposal, FirstMerit would become the largest depository institution in the market, controlling approximately 32.7 percent of market deposits. The HHI would increase 374 points to 2029. Consummation of the proposal would exceed the DOJ Guidelines in the Wooster banking market. As the Board has indicated in previous cases, in a market in which the competitive effects of a proposal exceed the DOJ Guidelines, the Board will consider whether other factors tend to mitigate the competitive effects of the proposal. The number and strength of factors necessary to mitigate the competitive effects of a proposal depend on the level of market concentration and size of the increase in market concentration.(10) Wayne County Wayne County is the name of sixteen counties in the United States of America, some named for the American Revolutionary War general Anthony Wayne:
income - the financial gain (earned or unearned) accruing over a given period of time . Wayne County also ranks first among non-MSA counties in Ohio This is a list of the eighty-eight counties in the U.S. state of Ohio. The Ohio Constitution allows counties to set up a charter government as many cities and villages do, but only Summit County has done so. in total deposits. The attractiveness of the market appears to be confirmed by the de novo [Latin, Anew.] A second time; afresh. A trial or a hearing that is ordered by an appellate court that has reviewed the record of a hearing in a lower court and sent the matter back to the original court for a new trial, as if it had not been previously heard nor decided. entry of one commercial bank into the market since June 1997. Ten depository institutions, including FirstMerit, would remain in the Wooster banking market after consummation of the proposal. The nine competitors of FirstMerit would include one large multistate mul·ti·state adj. Of, relating to, or involving several states: a multistate environmental campaign. banking organization and three regional banking organizations, each of which has a significant market share. The second, third, and fourth largest institutions in the market would have a combined share of 46 percent of market deposits. Views of Other Agencies and Conclusions. The Department of Justice has advised the Board that consummation of the proposal would not likely have a significantly adverse effect on competition in any relevant market. The Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation have not objected to consummation of the proposal. After carefully reviewing all the facts of record and for the reasons discussed in this order and appendices ap·pen·di·ces n. A plural of appendix. , the Board concludes that consummation of the proposal would not likely result in a significantly adverse effect on competition or on the concentration of banking resources in any of the three banking markets in which FirstMerit and Signal both compete or in any other relevant banking market. Accordingly, based on all the facts of record, the Board has determined that competitive factors are consistent with approval of the proposal. Other Factors Under the BHC Act The BHC Act also requires the Board, in acting on an application, to consider the financial and managerial resources and future prospects of the companies and banks involved in a proposal, the convenience and needs of the communities to be served, and certain other supervisory factors. A. Financial, Managerial, and Other Supervisory Factors The Board has carefully considered the financial and managerial resources and future prospects of FirstMerit, Signal, and their respective subsidiary banks and other supervisory factors in light of all the facts of record. As part of its consideration, the Board has reviewed relevant reports of examination and other supervisory information prepared by the Reserve Banks and other federal agencies. The Board notes that the bank holding companies and their subsidiary banks currently are well capitalized and are expected to remain so after consummation of the proposal. The Board also has considered other aspects of the financial condition and resources of the two organizations, the structure of the proposed transaction, and the managerial resources of each of the entities and the combined organization. Based on these and other facts of record, the Board concludes that considerations relating to the financial and managerial resources and future prospects of FirstMerit, Signal, and their respective subsidiaries are consistent with approval of the proposal, as are the other supervisory factors that the Board must consider under section 3 of the BHC Act. B. Convenience and Needs Considerations The Board has carefully considered the effect of the proposed acquisition on the convenience and needs of the communities to be served in light of all the facts of record. All the subsidiary depository institutions of FirstMerit and Signal received "outstanding" or "satisfactory" ratings from their appropriate federal supervisors at the most recent examinations of their performance under the Community Reinvestment Act ("CRA").(12) Based on all the facts of record, including the CRA performance records of the subsidiary banks of FirstMerit and Signal, the Board concludes that convenience and needs considerations are consistent with approval of the proposal. Nonbanking Activities FirstMerit also has filed a notice, under section 4(c)(8) of the BHC Act to acquire the nonbanking subsidiaries of Signal, including First Federal, and thereby engage in extending credit and servicing loans, activities related to extending credit, operating a savings association, financial and investment advisory activities, and securities brokerage activities. The Board has determined by regulation that each of these activities is closely related to banking for purposes of section 4(c)(8) of the BHC Act.(13) FirstMerit has stated that, following consummation of the proposal, it will conduct these activities in accordance with the limitations set forth in Regulation Y and the Board's orders and interpretations governing gov·ern v. gov·erned, gov·ern·ing, gov·erns v.tr. 1. To make and administer the public policy and affairs of; exercise sovereign authority in. 2. each of these activities. In order to approve a proposal under section 4(c)(8) of the BHC Act, the Board also must determine that the proposed activities are a proper incident to banking, that is, the proposal must "reasonably be expected to produce benefits to the public ... that outweigh out·weigh tr.v. out·weighed, out·weigh·ing, out·weighs 1. To weigh more than. 2. To be more significant than; exceed in value or importance: The benefits outweigh the risks. possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound unsound said of an animal, usually a horse, which has been examined for soundness and found to be unsatisfactory. banking practices."(14) As part of its evaluation of these factors, the Board considers the financial condition and managerial resources of the notificant and its subsidiaries, including the companies to be acquired, and the effect of the proposed transaction on these resources.(15) For the reasons noted above and based on all the facts of record, the Board has concluded that financial and managerial considerations are consistent with approval. The Board also has considered the competitive effects of the proposed acquisition by FirstMerit of the nonbanking subsidiaries of Signal. The Board notes that the markets in which the nonbanking subsidiaries of FirstMerit and Signal both compete are national and regional, and numerous competitors would remain in each of those markets. Based on all the facts of record, the Board concludes that it is unlikely that significantly adverse competitive effects would result from the nonbanking acquisitions proposed in this transaction. FirstMerit has indicated that after consummation of the merger proposal, it would be able to provide a greater range of products and services more efficiently through an enhanced delivery system to the current and future customers of FirstMerit and Signal. In addition, as the Board has previously noted, there are public benefits to be derived from permitting capital markets to operate so that bank holding companies can make potentially profitable investments in nonbanking companies and from permitting banking organizations to allocate their resources in the manner they consider to be most efficient when such investments and actions are consistent, as in this case, with the relevant considerations under the BHC Act.(16) The Board concludes that the conduct of the proposed activities within the framework of Regulation Y and prior Board precedent is not likely to result in adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices, that would outweigh the public benefits of the proposal, such as increased customer convenience and gains in efficiency. Accordingly, based on all the facts of record, the Board has determined that the balance of public benefits that the Board must consider under the proper incident to banking standard of section 4(c)(8) of the BHC Act is favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. and consistent with approval of First Merit's notice. Conclusion Based on the foregoing, and in light of all the facts of record, the Board has determined that the application and notice should be, and hereby are, approved. Approval of the application and notice is specifically conditioned on compliance by FirstMerit with all the commitments made in connection with the proposal. The Board's determination on the nonbanking activities also is subject to all the terms and conditions set forth in Regulation Y, including those in sections 225.7 and 225.25(c) (12 C.F.R. 225.7 and 225.25(c)), and to the Board's authority to require such modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to ensure compliance with, and to prevent evasion EVASION. A subtle device to set aside the truth, or escape the punishment of the law; as if a man should tempt another to strike him first, in order that he might have an opportunity of returning the blow with impunity. of, the provisions of the BHC Act and the Board's regulations and orders thereunder. For purposes of this transaction, the commitments and conditions referred to above are conditions imposed in writing by the Board in connection with its findings and decision and, as such, may be enforced in proceedings under applicable law. The acquisition of Signal's subsidiary banks shall not be consummated before the fifteenth calendar day after the effective date of this order, and the proposal shall not be consummated later than three months after the effective date of this order, unless such period is extended for good cause by the Board or by the Federal Reserve Bank of Cleveland The Federal Reserve Bank of Cleveland is the Cleveland-based headquarters of the U.S. Federal Reserve System's Fourth District. The district is composed of Ohio, western Pennsylvania, eastern Kentucky, and the northern panhandle of West Virginia. , acting pursuant to delegated authority. By order of the Board of Governors, effective December 7, 1998. Voting for this action: Chairman Greenspan and Governors Kelley, Meyer, and Gramlich. Absent and not voting: Vice Chair Rivlin and Governor Ferguson. ROBERT DEV. FRIERSON Associate Secretary of the Board (1.) FirstMerit proposes to merge Signal Bank and Summit Bank into FirstMerit's wholly owned subsidiary bank, FirstMerit Bank, N.A. ("FMB FMB abbr. Federal Maritime Board FMB (US) n abbr (= Federal Maritime Board) → Dachausschuss der Handelsmarine "). In addition, FirstMerit and Signal have entered into a stock purchase option that entitles FirstMerit to purchase up to 19.9 percent of Signal's capital stock if certain events occur. The option would expire on consummation of the proposal. (2.) These nonbanking activities are discussed in Appendix A. FirstMerit also has requested the Board's approval to hold First Federal as a bank as part of FirstMerit's proposal to merge First Federal into FMB. (3.) Asset data and national rankings based on asset size are as of June 30, 1998. (4.) In this context, depository institutions include commercial banks, savings banks, and savings associations. Deposit data and state rankings are as of June 30, 19,97. (5.) 12 U.S.C. [sections] 1842(c)(1). (6.) These banking markets are described in Appendix B. (7.) Market share data are based on calculations that include the deposits of thrift institutions weighted at 50 percent. The Board previously has indicated that thrift institutions have become, or have the potential to become, significant competitors of commercial banks. See, e.g., Midwest Financial Group, 75 Federal Reserve Bulletin 386 (1989); National City Corporation, 70 Federal Reserve Bulletin 743 (1984). Thus, the Board regularly has included thrift deposits in the calculation of market share on a 50-percent weighted basis. See, e.g., First Hawaiian Inc., 77 Federal Reserve Bulletin 52 (1991). (8.) Under the DOJ Guidelines, 49 Federal Register 26,823 (1984), a market in which the post-merger HHI is less than 1000 is considered to be unconcentrated, and a market in which the post-merger HHI is between 1000 and 1800 is considered to be moderately concentrated. The Department of Justice ("DOJ") has informed the Board that a bank-merger or acquisition generally will not be challenged (in the absence of other factors indicating anticompetitive effects) unless the post-merger HHI is at least 1800 and the merger or acquisition increases the HHI by at least 200 points. The DOJ has stated that the higher than normal HHI thresholds for screening bank mergers or acquisitions for anticompetitive effects implicitly recognize the competitive effects of limited-purpose lenders and other nondepository financial institutions. (9.) Market data for these banking markets after consummation of the proposal are described in Appendix C. (10.) See First Union Corporation, 84 Federal Reserve Bulletin 489 (1998); NationsBank Corporation, 84 Federal Reserve Bulletin 129 (1998). (11.) As noted in Appendix B, the Wooster banking market consists of Wayne County, which is a non-MSA county, excluding two townships. Because data regarding population, income, and deposit levels are collected for each non-MSA county in Ohio rather than for each banking market, the market characteristics of Wayne County were compared with other non-MSA counties in Ohio. (12.) 12 U.S.C. [sections] 2901 et seq. (13.) See 12 C.F.R. 225.28(b)(1), (2), (4)(ii), (6), (7)(i). (14.) 12 U.S.C. [sections] 1843(c)(8). (15.) See 12 C.F.R. 225.26. (16.) See, e.g., Banc One Corporation, 84 Federal Reserve Bulletin 553 (1998); First Union Corporation, 84 Federal Reserve Bulletin 489 (1998). Appendix A Nonbanking Subsidiaries of Signal and Their Activities (1) Extending credit and servicing loans in accordance with section 225.28(b)(1) of the Board's Regulation Y (12 C.F.R. 225.28(b)(1)) through Mobile Consultants, Inc., Alliance, Ohio Alliance is a city in Mahoning and Stark counties in the U.S. state of Ohio. The population was 23,253 at the 2000 census. Alliance's nickname is "The Carnation City" and the city is home to Mount Union College. ("MCi"). (2) Engaging in activities related to extending credit in accordance with section 225.28(b)(2) of Regulation Y (12 C.F.R. 225.28(b)(2)) through MCi. (3) Conducting savings association activities in accordance with section 225.28(b)(4)(ii) of Regulation Y (12 C.F.R. 225.28(b)(4)(ii)) through First Federal Savings Bank, New Castle, Pennsylvania. (4) Engaging in financial and investment advisory activities in accordance with section 225.28(b)(6) of Regulation Y (12 C.F.R. 225.28(b)(6)) through Summit Banc Investments Corp., Akron, Ohio ("SBI SBI Special Background Investigation SBI Subsidiary Body for Implementation SBI State Bank of India SBI Secure Border Initiative SBI Small Business Institute SBI Stockholm Brain Institute SBI Serious Bacterial Infection SBI Society of Breast Imaging "). (5) Engaging in securities brokerage services in accordance with section 225.28(b)(7)(i) of Regulation Y (12 C.F.R. 225.28(b)(7)(i)) through SBI. Appendix B Banking Markets in Ohio in which FirstMerit and Signal Compete Akron: The southern two-thirds of Summit County; sections of Medina County Medina County is the name of several counties in the United States:
Two epic poems are attributed to Homer, the Iliad and the Odyssey. , Harrisville, Westfield, Guilford, and Wadsworth; Portage County Portage County is the name of several counties in the United States:
Aurora (ərôr`ə, ô–). 1 City (1990 pop. 222,103), Adams and Arapahoe counties, N central Colo., a growing suburb on the east side of Denver; inc. 1903. , Streetsboro, Mantua Mantua (măn`ch  ə, –tə), Ital. Mantova, city (1991 pop. 53,065), capital of Mantova prov. , Hiram, Nelson, Shalersville, Freedom, and Windham; and small portions of Wayne and Stark Counties Stark County is the name of three US counties:
Cleveland: Cuyahoga, Lake, Lorain, and Geauga Counties and the northern third of Summit County, including the townships of Sagamore Hills Sagamore Hills can refer to:
cir·cum·scribed adj. Bounded by a line; limited or confined. by those townships; all of Medina County, except the townships of Homer, Harrisville, Westfield, Guilford, Wadsworth, and Sharon; the townships of Aurora and Streetsboro in Portage County; and the city of Vermillion in Erie County Erie County is the name of several counties in the United States:
Wooster: Wayne County excluding the townships of Chippewa and Milton. Appendix C Banking Markets in which Consummation of the Proposal Would Not Exceed the DOJ Guidelines Akron: After consummation of the proposal, FirstMerit would control 31.3 percent of market deposits and would remain the largest of 21 depository institutions in the market. The HHI would increase 84 points to 1633. Cleveland: After consummation of the proposal, FirstMerit would control 6.5 percent of market deposits and would remain the third largest of 37 depository institutions in the et. The HHI would increase 2 points to 1797. |
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