Sec. 105.2. Information required in the application

(a) General information.

Set forth the name and address of the applicants; the name and address of the officer to whom all communications from the Banking Department should be addressed; the date or proposed date of submission of any required applications or other documents to the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Comptroller of the Currency; and include a conformed copy of the plan of merger or acquisition of assets or acquisition of capital stock.

(b) Banking offices.

List the name and address of the principal office of each party to the proposed merger or acquisition and of the surviving bank; the branch office locations of each party; the road distance between the nearest offices of each party and the offices, if any, which will be closed if the application is approved.

(c) Deposits.

(1) Number and volume.

List in tabular form the number of accounts and dollar amount of deposits of each party to the transaction, by type of account, as of December 31st for each of the preceding three years.

(2) Primary and secondary service areas.

Indicate the deposits, by number of accounts and dollar amount, which originate in the primary service area and the secondary service area, respectively, of each party. This computation should also be made for any office if the service area thereof is reasonably close to or overlaps any service area of the other party or any of its offices. The term primary service area means the area from which is derived approximately 75 percent of the dollar amount of deposits based on the record addresses of the depositors thereof.^** The term secondary service area means the area contiguous to but outside of the primary service area from which is derived approximately an additional 15 percent of the dollar amount of the deposits based on the record address of the depositors thereof.^**

(3) Overlap.

Indicate the deposits, by number of accounts and dollar amount, that each party to the transaction draws from the primary and secondary service areas of the other, separately itemized for demand deposits, for savings and other time deposits, and for total deposits.

(4) Rates.

For each party, describe the rates paid on savings and other time deposits and methods of computation. If any of the rates or the methods of computation differ between the parties, include a statement specifically indicating how the differences will be resolved if the application is approved.

(5) Service charges.

For each party, provide a complete schedule of service charges on special checking accounts and on regular checking accounts for individuals and business firms. If any of these charges differ between the parties, include a statement specifically indicating how the differences will be resolved if the application is approved.

(d) Loans.

(1) Breakdown of loans.

For each party, list in tabular form for each of the preceding three calendar years the breakdown of all major types of loans outstanding on each December 31st. The breakdown should be by number and dollar amount of loans based on call report classifications (commercial and industrial; real estate; loans to farmers; installment loans to individuals for household, family and other personal expenditures; single payment loans to individuals for household, family and other personal expenditures; etc.).

(2) Overlap.

Indicate the outstanding loans, by number and dollar amount, of each party to borrowers located in the primary and secondary service areas of the other party, separately itemized for each major type of loan.^*

(3) Rates.

For each party, list the typical loan rates charged for comparable types of loans (for example, unsecured small business loans, other types of business loans, direct automobile instalment loans, one- and two-family conventional mortgage loans, etc.). The rates should be those at which the preponderance of loans of these types are currently being made by the parties. If these rates differ between the parties, include a statement specifically indicating how the differences will be resolved if the application is approved.

(4) Loan policies.

For each party, indicate the policies with respect to the maximum maturities and maximum loan-value ratios granted to an “average credit risk” for such types of loans as on new and used cars, mortgage loans on one- and two-family new houses, etc. If any of the policies differ between the parties, include a statement specifically indicating how the differences will be resolved if the application is approved.

(5) Participations.

List the loan participations, by number and dollar amount, which each party has originated or participated in during the three preceding calendar years, and the amount of each party's participation. List the participants in each such case.

(6) Loan limits.

For each party, indicate the maximum legal loan limits for secured and for unsecured loans. Indicate the volume of loans (by number and dollar amount) which are currently 75 percent or more of each party's loan limit, as well as any unused credit lines exceeding 75 percent of those loan limits.

(e) Trust services.

(1) Breakdown.

For each party, indicate the volume of business (measured by number of accounts and, wherever possible, dollar volume on a comparable basis) for each of the personal and corporate trust services provided, including voluntary and court trusts, agency and custody accounts, pension and welfare plans, corporate trusteeships, stock transfer agencies, bond and coupon paying agencies, dividend disbursing agencies, etc.

(2) Overlap.

Indicate the number and dollar volume of trust business, subdivided by major type, obtained from the primary and secondary service areas of the other party.

(3) Fees.

For each party, provide a schedule of fees or charges for trust services. If these differ between the parties, include a statement specifically indicating how the differences will be resolved if the application is approved.

(f) Service areas-economic characteristics.

Describe the economic characteristics of each party's primary and secondary service areas and the population and average income, growth trend during the preceding 10-year period, and current economic outlook thereof.

(g) Management.

List the names, addresses and titles of the principal officers of each party, including the composition of the board of trustees or board of directors and any advisory or similar committee, indicating the number of each class of shares of each party owned of record, segregated as to individual ownership and joint ownership with others. Provide similar information with respect to the proposed management of the surviving bank.

(h) Management succession problems.

If management succession is a problem for any party, indicate specifically what attempts have been made in recent years to recruit management personnel, state how the merger or acquisition is expected to solve the management succession problem, and list the names, ages and salaries of the principal officers of the bank(s) for which management succession is indicated as a problem, together with a brief summary of the educational background and banking experience of each such officer.

(i) Inducements.

State whether any consideration, monetary or otherwise, has been paid, given or offered to any shareholder, director, trustee or officer of any party, or to any other person, as compensation or inducement for assistance in consummating the proposed merger or acquisition, and the details thereof and reasons therefor.

(j) Reasons for approval.

Include a separate statement setting forth in detail the reasons why the applicants believe the application should be approved, including a discussion as to (1) whether the proposed merger or acquisition will meet specific needs for banking services in the designated service areas which are not now being met, (2) the competitive consequences of the proposed merger or acquisition within the designated service areas, and (3) the manner in which the proposed merger or acquisition will otherwise serve the public interest.

Notation

*

If the applicant is a bank holding company, the information required should be set forth with respect to any of its banking subsidiaries which might reasonably be considered to be in competition with any banking institution which is a party to, or the subject of, the proposed action or transaction.

**

The computation may be based on a fair sampling of accounts.

**

The computation may be based on a fair sampling of accounts.

*

Purchased consumer paper from car, appliance, etc. dealers should be classified by location of dealer; direct consumer loans should be classified by location of consumer.