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April 12, 2000

Re: __________ – Rebuttal of Indirect Acquisition of
Control of __________ by __________

Dear Ms. __________:

This responds to your letter of April 12, 2000, regarding the proposed acquisition of up to 20 percent of the outstanding common stock of __________ (“__________”), by __________ (“__________”). __________ is the ultimate parent corporation of __________ (the “__________”), a California state-licensed trust company.

Financial Code Section 701 provides that no person shall directly or indirectly acquire control of a state-licensed trust company or a control person of a state-licensed trust company unless the Commissioner of Financial Institutions (“Commissioner”) has first approved such acquisition of control. In pertinent part, Financial Code Section 700(b) provides that a person who “directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the then outstanding voting securities issued by another person is presumed to control such other person.”

The presumption contained in the cited portion of Section 700(b) is rebuttable. __________ has attempted to rebut the presumption of control of __________, and the indirect control of the __________, by undertaking certain commitments regarding the shares of __________ and its subsidiaries. Those commitments are set forth in your letter.

In accordance with the representations contained in your letter, and conditioned upon __________ ’s adherence to those conditions for as long as __________ owns any __________ stock, the Commissioner finds that __________ has rebutted the presumption of control with regard to its proposed purchase of up to 20 percent of __________ ’s stock.

The Commissioner’s determination applies to the present set of circumstances. Please be advised that should __________ purchase any additional shares of __________ or its subsidiaries, enter into any agreement regarding the voting of such shares, take any other action that may be construed to be exercising control over __________ or its subsidiaries, or deviate in any form from the commitments contained your letter, such actions may be considered to involve the acquisition of control of the__________ or __________. In the event __________ intends to purchase more than 20 percent of __________’s stock, we strongly recommend that you contact us before __________ makes the purchase.

If you have any questions or comments regarding this matter, please do not hesitate to contact me.

Very truly yours,

DONALD R. MEYER
Commissioner of Financial Institutions

By

KENNETH SAYRE-PETERSON
Senior Counsel

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April 12, 2000
VIA FACSIMILE & FEDERAL EXPRESS CONFIDENTIAL
Ken Sayre-Peterson, Associate Counsel Department of Financial Institutions 801 K Street, Suite 2124
Sacramento, CA 95814

Re: __________
Acquisition of Control Rebuttal

Dear Mr. Sayre-Peterson:

This letter is hereby submitted to the Commissioner of the Department of Financial institutions pursuant to your request made on April 6, 2000. This letter supplements the February 25, 2000 letter by __________ of __________ (the “February 25th Letter”) respectfully submitted to your Department seeking a determination by the Commissioner (or her designee) that __________, a New York corporation (“__________”), will not in fact control __________, a California corporation (“__________”), following __________’s intended acquisition of, in one or more transactions, shares of common stock of __________ (“__________”), a publicly traded Delaware corporation and the ultimate parent company of __________. In order to assist the Commissioner (or her designee) in making the determination requested in the February 25th Letter, __________ hereby commits, that it will not, without seeking the approval of the Commissioner (or her designee):

Take any action that would cause __________ or any of its subsidiaries, including __________ (“Subsidiaries), to become a subsidiary of__________ or any of its subsidiaries.
Acquire or retain shares of __________ or its Subsidiaries that would cause the combined interests of __________ and any of its subsidiaries and any of its officers, directors, principal shareholders, and affiliates to equal or exceed 25 percent of the outstanding voting shares of __________ or any of its Subsidiaries.
Seek or accept any representation on the board of directors of __________ or any of its Subsidiaries.
Exercise or attempt to exercise a controlling influence over the management or policies of __________ or any of its Subsidiaries.
Have or seek to have any representative serve as an officer, agent, or employee of __________ or any of its Subsidiaries.
Propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or board of directors of __________ or any of its Subsidiaries.
Solicit or participate in soliciting proxies with respect to any matter presented to the shareholders of __________ or any of its Subsidiaries.
Attempt to influence the dividend policies or practices; the investment, loan, or credit decisions or policies; the pricing of services; personnel decisions; operating activities (including the location of any offices or branches or their hours of operation, etc.); or any similar activities or decisions of __________ or any of its Subsidiaries.
Enter into any other banking or nonbanking transactions with __________ or any of its subsidiaries, except that __________ may establish and maintain trust accounts with __________, provided that the aggregate balance of all such trust accounts does not exceed $500,000 and that the accounts are maintained on substantially the same terms as those prevailing for comparable accounts of persons unaffiliated with __________ or any of its subsidiaries.
Dispose or threaten to dispose of shares of __________ or any of its Subsidiaries in any manner as a condition of specific action or non-action by __________ or any of its Subsidiaries.
It is our understanding that these commitments will no longer be effective if (i) __________ files an application for approval to acquire control of __________ pursuant to Article 7 of the California Financial Code and the application is approved by the Commissioner (or her designee), (ii) __________’s holdings in __________ fall below 10% of the then outstanding voting securities of __________, or (iii) __________ divests its shares of __________.
We trust this letter is responsive to your request and appreciate your cooperation in this matter. Please do not hesitate to contact the undersigned or __________ of __________ if you have any questions or comments, or would like any additional information.
Very truly yours,

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