Sec. 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.

(a) Names and addresses.

Set forth the name and address of the banking institution control of which is sought to be acquired.

(b) 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.

(c) 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.

(d) 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, describe 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.

(e) 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.

(f) 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.

(g) 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.