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2006 Florida Statutes
Acquisition of assets of or control over a savings bank.
667.008 Acquisition of assets of or control over a savings bank.--
(1)(a) In any case in which a person or group of persons proposes to purchase or acquire voting common stock of any capital stock savings bank, which purchase or acquisition would cause such person or group of persons to have control, as defined herein, of that savings bank, such person or group of persons must first make application to the office for a certificate of approval of such purchase or acquisition.
(b) An application for control shall be in such form and request such information as the commission requires by rule.
(c) The application for control shall be accompanied by a nonrefundable filing fee of $7,500; however, if more than one savings bank is being acquired in any such application, the fee shall be increased by $3,000 for each additional savings bank.
(2) The office shall issue the certificate of approval only after it has made an investigation and determined that:
(a) The proposed new owner or owners of voting capital stock are qualified by character, experience, and financial responsibility to control the savings bank in a legal and proper manner and none of the proposed new owners have been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the Florida Control of Money Laundering in Financial Institutions Act; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law.
(b) The interests of the public generally will not be jeopardized by the proposed purchase or acquisition of voting capital stock.
(3) This section does not apply to the acquisition of:
(a) Directors' voting proxies acquired in the normal course of business as a result of proxy solicitation in conjunction with a stockholders' meeting;
(b) Stock in a fiduciary capacity unless the acquiring person has sole discretionary authority to exercise voting rights with respect thereto;
(c) Stock acquired in securing or collecting a debt contracted in good faith until 2 years after the date of acquisition;
(d) Stock acquired by an underwriter in good faith and without any intent to evade the purpose of this section if the shares are held only for such reasonable period of time as will permit the sale thereof; or
(e) Control of a savings bank by a unitary savings bank holding company if the person or persons who control the holding company are the same person or persons who control the savings bank.
(4) For purposes of this section, a person or group of persons shall be deemed to have control of a savings bank if such person or group of persons:
(a) Directly or indirectly, or acting in concert with one or more persons or through one or more subsidiaries, owns, controls, holds the power to vote, or holds proxies representing more than 25 percent of the voting common stock of such savings bank.
(b) Controls in any manner the election of a majority of the directors of such savings bank.
(c) Exercises a controlling influence over the management or policies of such savings bank.
(d) Owns, controls, or has power to vote 10 percent or more of any class of voting securities of the savings bank, if no other person or group of persons owns, controls, or has power to vote a greater proportion of that class of voting securities. In any case in which a proposed purchase or acquisition of voting securities of a savings bank would give rise to the presumption created under this paragraph, the person or group of persons who proposes to purchase or acquire the voting securities shall first give written notice of the proposal to the office. Such notice may present information that the proposed purchase or acquisition will not result in control. The office shall afford the person seeking to rebut the presumption an opportunity to present views in writing or orally before its designated representatives at an informal conference.
(5)(a) A foreign savings bank, as defined in s. 667.013, whether controlled directly or indirectly by another business organization, may acquire a Florida savings bank, subject to approval by the office. The office shall not approve the proposed acquisition unless:
1. The laws of the state in which the foreign savings bank has its principal place of business permit savings banks in that state to be acquired by Florida savings banks.
2. The Florida savings bank which is to be acquired has been in existence and continuously operating for more than 2 years.
(b) The proposed acquisition shall be subject to any conditions, restrictions, and requirements that would apply in the state where the foreign savings bank has its principal place of business if the foreign savings bank were to be acquired by a Florida savings bank, which conditions, restrictions, and requirements would not apply to the acquisition by such foreign savings bank of another savings bank in that state.
(c) This subsection does not apply to any merger by a savings bank subject to Pub. L. No. 97-320, s. 123.
History.--s. 15, ch. 97-30; s. 1870, ch. 2003-261.