Page:United States Statutes at Large Volume 108 Part 3.djvu/473

 PUBLIC LAW 103-325—SEPT. 23, 1994 108 STAT. 2225 "(II) the bank is adequately capitalized (as - defined in section 38 of the Federal Deposit Insurance Act); "(ii) the holding company does not engage in any activities other than those of managing and controlling banks as a result of the reorganization; "(iii) the company provides 30 days prior notice to the Board and the Board does not object to such transaction during such 30-day period; and "(iv) the holding company will not acquire control of any additional bank as a result of the reorganization.". (b) AMENDMENTS TO THE FEDERAL DEPOSIT INSURANCE ACT.— Section 5(d)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1815(d)(3)) is amended— (1) by striking subparagraph (A) and inserting the following: "(A) CONVERSIONS ALLOWED.— Notwithstanding paragraph (2)(A), and subject to the requirements of this paragraph, any insured depository institution may participate in a transaction described in clause (ii), (iii), or (iv) of paragraph (2)(B) with the prior written approval of the responsible agency under section 18(c)(2)."; (2) in subparagraph (E)— (A) in clause (i), by striking "(and, in the event the acquiring, assuming, or resulting depository institution is a Bank Insurance Fund member which is a subsidiary of a bank holding company, the Board)"; (B) in clause (ii), by striking "or Board"; and (C) in clause (iv)— (i) by striking ", and the appropriate Federal banking agency for any depository institution holding company,"; (ii) by striking "each"; and (iii) by striking ", and any depository institution holding company which controls such institution,"; (3) in subparagraph (F)— (A) by striking "The Board" and all that follows through "a Bank" and inserting "A Bank"; and (B) by striking "unless the Board determines that" and inserting "may not be the acquiring, assuming, or resulting depository institution in a transaction under subparagraph (A) unless"; and (4) by striking subparagraph (K). SEC. 320. EXEMPTION OF CERTAIN HOLDING COMPANY FORMATIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. Section 3(a) of the Securities Act of 1933 (15 U.S.C. 77c(a)) is amended by adding at the end the following new paragraph: "(12) Any equity security issued in connection with the acquisition by a holding company of a bank under section 3(a) of the Bank Holding Company Act of 1956 or a savings association under section 10(e) of the Home Owners' Loan Act, if— "(A) the acquisition occurs solely as part of a reorganization in which security holders exchange their shares

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