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(1) Under authority granted by 32-1-218, MCA, the division adopts the following rules for the consolidation or merger into one bank of any two or more affiliated banks doing business in this state, if the resultant bank is to be a state bank.

(2) Applicant banks shall publish notice of intent to merge or consolidate. This notice shall be published in a newspaper of general circulation in the community or communities where the banking offices of all the merging banks are located, or if there is no such newspaper in the community, then in the newspaper of general circulation published nearest thereto. Publication shall be made at least once a week on the same day for five consecutive weeks, and, when published in a daily newspaper, one additional publication shall be made on the 30th day from the date of the first publication. The application shall be mailed or delivered to the division of banking and financial institutions not more than 30 days subsequent to the first publication of notice.

(3) The application, including a request for authorization to operate the merged banks as branches, shall contain the following information:

(a) The exact corporate name and address of each bank and holding company participating in the merger or consolidation, the name and address of every bank any of whose stock is owned by a participating bank holding company, the percentage of total voting stock which that holding represents and the proposed names of the resultant bank and holding company.

(b) The name and address of, and the dates of publication in, the newspapers in which the required notice is published.

(c) The resolution or an authentic copy of the resolution, authorizing the merger adopted by a majority of the board of directors and ratified by the consent in writing of the shareholders of each bank owning at least two-thirds of its capital stock outstanding.

(d) A year-end financial statement for each participating bank and/or a consolidated statement for multi-bank holding company.

(e) A pro forma financial statement showing projected assets and liabilities, and first year earnings for the consolidated organization.

(f) For the resultant bank, a list of the names of the directors and principal executive officer, their ages, titles, salaries and shares owned in the participating institutions and the resultant bank, including a brief resume of the educational background, banking experience and other qualifications of each and explanation of the extent of common ownership, direct or indirect, or common management of the participating institution and the length of time such common ownership or management has existed.

(g) Specification and explanation of any new services offered as a result of the merger that individual participants presently do not offer, and existing services that will be discontinued as a result of the merger must be provided.

(h) If national banks are parties to the merger, the following information will be required for each national bank:

(i) Year-end call reports for three previous years plus the previous quarter.

(ii) Year-end financial statements.

(iii) Director's audit reports, if available.

(iv) Office of the comptroller of the currency administrative orders under which the bank might be operating.

(4) An application fee of $2,000 plus $200 for each bank involved in the merger shall be paid to the division of banking and financial institutions at the time of application and thereafter shall not be refunded in whole or in part.

(5) If an application is incomplete in any respect, or if additional information is required, the applicants will be so notified by the division of banking and financial institutions and allowed up to 30 days in which to perfect the application or provide additional information. An extension of this 30-day period may be obtained from the division of banking and financial institutions by showing good cause why it should be so extended. The division may delay processing, including extending the comment period for good cause. Processing will be completed no earlier than the 15th day nor generally not later than the 45th day following the date of the last required publication.

(6) The application shall be in letter form addressed to the Commissioner of Banking and Financial Institutions, Department of Administration, P.O. Box 200546, Helena, MT 59620-0546.

History: 32-1-203, MCA; IMP, 32-1-371, MCA; NEW, 1989 MAR p. 2198, Eff. 12/22/89; AMD, 1994 MAR p. 1146, Eff. 4/29/94; TRANS & AMD, 1998 MAR p. 2706, Eff. 9/11/98; TRANS, from Commerce, 2001 MAR p. 1178; AMD, 2010 MAR p. 213, Eff. 1/29/10.

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