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Corporate Decision #97-36 June 1997

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Corporate Decision #97-36 June 1997 Comptroller of the Currency Administrator of National Banks Washington, D.C. 20219 Corporate Decision #97-36 June 1997 DECISION OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY ON THE APPLICATION TO MERGE COLORADO NATIONAL BANK, DENVER, COLORADO, COLORADO NATIONAL BANK ASPEN, ASPEN, COLORADO, FIRST BANK NATIONAL ASSOCIATION, CHICAGO, ILLINOIS, FIRST BANK NATIONAL ASSOCIATION, OMAHA, NEBRASKA, FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION), SIOUX FALLS, SOUTH DAKOTA, FIRST BANK (NATIONAL ASSOCIATION), MILWAUKEE, WISCONSIN, FIRST INTERIM BANK OF DES MOINES, N.A., DES MOINES, IOWA, AND FIRST INTERIM BANK OF CASPER, N.A., CASPER, WYOMING, WITH AND INTO FIRST BANK NATIONAL ASSOCIATION, MINNEAPOLIS, MINNESOTA June 1, 1997 ___________________________________________________________________________ __ I. INTRODUCTION On March 17, 1997, First Bank National Association, Minneapolis, Minnesota ("FBNA") filed an Application with the Office of the Comptroller of the Currency ("OCC") for approval to merge affiliated national banks located in other states into FBNA under FBNA’s charter and title, pursuant to 12 U.S.C. §§ 215a-1, 1828(c) & 1831u(a) (the "Merger Application"). The merger is structured as a single merger transaction with multiple affiliated target institutions. The affiliated banks are: Colorado National Bank, Denver, Colorado ("Colorado NB"), Colorado National Bank Aspen, Aspen, Colorado ("Aspen NB"), First Bank National Association, Chicago, Illinois ("FB Chicago"), First Bank National Association, Omaha, Nebraska ("FB Omaha"), First Bank of South Dakota (National Association), Sioux Falls, South Dakota ("FB South Dakota"), First Bank (National Association), Milwaukee, Wisconsin ("FB Milwaukee"), First Interim Bank of Des Moines, National Association, Des Moines, Iowa ("FB Des Moines"), and First Interim Bank of Casper, National Association, Casper, Wyoming ("FB Casper"). FB Des Moines and FB Casper are considered to be members of the Savings Association Insurance Fund; FBNA and the other banks are members of the Bank Insurance Fund. Each target bank operates branches only - 2 - in its home state. In the Merger Application, OCC approval is also requested for FBNA, as the resulting bank, to retain FBNA’s main office as the main office of the resulting bank under 12 U.S.C. § 1831u(d)(1) and to retain FBNA’s branches and the main offices and branches of the other merging banks as branches after the merger under 12 U.S.C. §§ 36(d) & 1831u(d)(1).1 All of the banks are subsidiaries of First Bank System, Inc. ("FBS"), a multistate bank holding company headquartered in Minneapolis, Minnesota. In the proposed merger, a number of FBS’s existing bank subsidiaries will combine into one bank with branches in various states. II. LEGAL AUTHORITY A. The Interstate Merger is Authorized under 12 U.S.C. §§ 215a-1 & 1831u. 1. The proposed merger may be approved under section 1831u(a). In 1994, Congress enacted legislation to create a framework for interstate mergers and branching by banks. See Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Pub. L. No. 103-328, 108 Stat. 2338 (enacted September 29, 1994) ("the Riegle-Neal Act"). The Riegle-Neal Act added a new section 44 to the Federal Deposit Insurance Act that authorizes certain interstate merger transactions beginning on June 1, 1997. See Riegle-Neal Act § 102(a) (adding new section 44, 12 U.S.C. § 1831u). It also made conforming amendments to the provisions on mergers and consolidations of national banks to permit national banks to engage in such section 44 interstate merger transactions. See Riegle-Neal Act § 102(b)(4) (adding a new section, codified at 12 U.S.C. § 215a-1). It also added a similar conforming amendment to the McFadden Act to permit national banks to maintain and operate branches in accordance with section 44. See Riegle-Neal Act § 102(b)(1)(B) (adding new subsection 12 U.S.C. § 36(d)). Section 44 authorizes mergers between banks with different home states: (1) In General. -- Beginning on June 1, 1997, the responsible agency may approve a merger transaction under section 18(c) [12 U.S.C. § 1828(c), the Bank Merger Act] between insured banks with different home States, without regard to whether such transaction is prohibited under the law of any State. 1 This merger is part of a series of transactions aimed at combining most of the depository institutions owned by First Bank System, Inc., Minneapolis, Minnesota, into its lead bank, FBNA. Prior steps were approved in a n earlier OCC Decision. See Decision to Approve Applications by First Bank National Association, Minneapolis , Minnesota, to Acquire First Bank, FSB, Fargo, North Dakota, and to Engage in Certain Related Transactions (OCC Corporate Decision No. 97-__ , May 31, 1997) (“OCC FBNA/FSB Decision”). The First Interim Bank of Des Moines and the First Interim Bank of Casper are banks resulting from transactions in the earlier decision. Shortly after those transactions, and without opening for business, the interim banks will be merged into FBNA in the merger that is the subject of this Merger Application. For purposes of discussing the merger in this decision, we describe FB Des Moines and FB Casper with the characteristices they have at the time of this merger. In addition, after the earlier transactions, at the time of this merger FBNA will have branches in Kansas and North Dakota, as well as in Minnesota. - 3 - 12 U.S.C. § 1831u(a)(1).2 The Act permits a state to elect to prohibit such interstate merger transactions involving a bank whose home state is the prohibiting state by enacting a law between September 29, 1994, and May 31, 1997, that expressly prohibits all mergers with all out-of-state banks. See 12 U.S.C. § 1831u(a)(2) (state "opt-out" laws). In this Merger Application, the home state of FBNA is Minnesota; and the home states of the merging banks are Colorado, Illinois, Iowa, Nebraska, South Dakota, Wisconsin, and Wyoming. None of these states has opted out. Accordingly, this Merger Application may be approved under 12 U.S.C. §§ 215a-1 & 1831u(a). 2. The proposed merger meets the requirements in sections 1831u(a) & 1831u(b). An application by a national bank to engage in an interstate merger transaction under 12 U.S.C. § 1831u is also subject to certain requirements and conditions set forth in sections 1831u(a)(5) and 1831u(b) of the Riegle-Neal Act. These conditions are: (1) compliance with state-imposed age limits, if any, subject to the Act’s limits; (2) compliance with certain state filing requirements, to the extent the filing requirements are permitted in the Act; (3) compliance with nationwide and state concentration limits; (4) community reinvestment compliance; and (5) adequacy of capital and management skills. a. Compliance with state age laws. The proposal satisfies the state-imposed age requirements permitted by section 1831u(a)(5). Under that section, the OCC may not approve a merger under section 1831u(a)(1) "that would have the effect of permitting an out-of-State bank or out-of-State bank holding company to acquire a bank in a host state that has not been in existence for the minimum period of time, if any, specified in the statutory law of the host State." 12 U.S.C. § 1831u(a)(5)(A). In this Merger Application, FBNA is acquiring by merger banks in the host states of Colorado, Illinois, Iowa, Nebraska, South Dakota, Wisconsin, and Wyoming. Colorado’s statute on interstate bank acquisitions and interstate branching is unclear, but some provisions suggest the state intended to impose a five-year age requirement for an interstate merger of a Colorado bank with a resulting out-of-state bank.3 Colorado NB has been in existence since 1866, and Aspen NB has been in existence since 1970. Therefore, the age restriction, if applicable, would be met. Thus, the merger of Colorado NB and Aspen NB into 2 For purposes of section 1831u, the following definitions apply: The term "home State" means, with respect to a national bank, "the State in which the main office of the bank is located." The term "host State" means, "with respect to a bank, a State, other than the home State of the bank, in which the bank maintains, or seeks to establish and maintain, a branch." The term "interstate merger transaction" means any merger transaction approved pursuant to section 1831u(a)(1). The term "out-of-State bank" means, "with respect to any State, a bank whose home State is another State." The term "responsible agency" means the agency determined in accordance with 12 U.S.C . § 1828(c)(2) (namely, the OCC if the acquiring, assuming, or resulting bank is a national bank). See 12 U.S.C. § 1831u(f)(4), (5), (6), (8) & (10). 3 It is unclear whether the five year requirement is actually imposed in the case of interstate mergers , especially between affiliated banks. Since Colorado NB and Aspen NB are more than five years old, however, and the five year requirement, if applicable, is met, it is not necessary to consider these issues further here. - 4 - FBNA satisfies the Riegle-Neal Act’s age requirement. In a merger with an out-of-state bank in which the out-of-state bank is the surviving bank, the Illinois interstate bank merger statute currently contains no minimum time requirement for which the Illinois bank must have been in existence.4 Thus, the merger of FB Chicago into FBNA satisfies the age requirement. The Nebraska interstate bank merger statute has a five-year age requirement. See Interstate Branching By Merger Act of 1997, 95th Leg., 1997 Neb. Laws 351, Section 4. FB Omaha and its predecessors have been in existence since 1866. Thus, the merger of FB Omaha into FBNA satisfies the Riegle-Neal Act’s age requirement.
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