17:12B-294. Application for approval; hearing; exemption limitations

a. An application by a person for the approval of the commissioner to obtain control of a capital stock state association, or to acquire beneficial ownership or control of more than 25% of the voting shares of a capital stock state association shall be made on a form provided by the commissioner. The commissioner shall give notice to the capital stock state association involved in the proposed transaction and shall send a copy of the application to the capital stock state association within five business days of receiving the application. The notice shall include the hearing date established pursuant to subsection b. of this section.

No later than 10 days after the date upon which a completed application is filed with the commissioner, the applicant shall cause to be published a notice of application for control of a capital stock state association. This publication shall be made in a newspaper of general circulation in the county in which the capital stock state association has its principal office. The notice shall include whatever information the commissioner, by regulation, deems to be necessary and appropriate.

b. The commissioner shall hold a hearing on the application within 60 days of receipt of the completed application, and shall notify the applicant as to the date of the hearing at the time the application is filed. The hearing shall be held in accordance with rules and regulations promulgated by the commissioner.

c. A person who has acquired beneficial ownership, or control or power to vote 25% or more of the voting shares of a capital stock state association is not subject to the prior approval requirements of subsections a. and b. of this section provided that:

(1) The person is a broker or dealer registered under section 15 of the "Securities Exchange Act of 1934," 15 U.S.C. s.78o; and

(2) The person has acquired beneficial ownership, or control or power to vote 25% or more of the stock in the ordinary course of his business as a market maker for the sole purpose of making a market in that stock. This exemption limitation is reduced by the person's beneficial ownership or control of outstanding voting shares of the capital stock state association which are held under the conditions of subsection a. of this section except that they represent less than 25% of the outstanding voting shares of the capital stock state associations; or

(3) The person has acquired beneficial ownership or control or power to vote shares in excess of those percentage amounts approved under the condition of subsection a. of this section but less than 25% of the stock in the ordinary course of his business as a market maker in that stock. This exemption limitation is reduced by the person's beneficial ownership or control of outstanding voting shares of the capital stock state association which are held under the condition of subsection a. of this section.

d. Notwithstanding subsection c. of this section, a person shall within 10 days file an application with the commissioner for approval to retain beneficial ownership or control of the stock if:

(1) The person at the time has beneficial ownership, control or power to vote 25% or more of the outstanding shares of the capital stock state association; and

(2) The person has determined that he no longer has acquired or holds the stock in the ordinary course of his business as a market maker for the sole purpose of making a market in that stock.

e. For the period beginning with the date on which a person becomes obligated to file an application pursuant to subsection d. of this section and ending on the date after the commissioner's approval is obtained, the person shall not:

(1) Vote or direct the voting of the securities which are no longer exempt under subsection c. of this section; or

(2) Acquire an additional beneficial ownership interest in voting stock of the capital stock state association nor of any person controlling the capital stock state association.

L.1989,c.165,s.3.