Federal Register / Vol. 74, No. 169 / Wednesday, September 2, 2009 / Notices 45449 

may exercise such pledges to the extent 

necessary to recoup any losses incurred by 

the FDIC as a result of the bank or thrift 

failure. The FDIC may waive this pledge 

requirement where the exercise of the pledge 

would not result in a decrease in the cost of 

the bank or thrift failure to the Deposit 

Insurance Fund. 

D. Transactions With Affiliates: All 

extensions of credit to Investors, their 

investment funds if any, and any affiliates of 

either, by an insured depository institution 

acquired by such Investors under this SOP 

would be prohibited. Existing extensions of 

credit by an insured depository institution 

acquired by such Investors would not be 

covered by the foregoing prohibitions. 

For purposes of this SOP the terms (a) 

‘‘extension of credit’’ is as defined in 12 CFR 

223.3(o) and (b) ‘‘affiliate’’ is any company in 

which the Investor owns, directly or 

indirectly, at least 10 percent of the equity of 

such company and has maintained such 

ownership for at least 30 days. Investor(s) are 

to provide regular reports to the insured 

depository institution identifying all affiliates 

of such Investor(s). 

E. Secrecy Law Jurisdictions: Investors 

employing ownership structures utilizing 

entities that are domiciled in bank secrecy 

jurisdictions would not be eligible to own a 

direct or indirect interest in an insured 

depository institution unless the Investors 

are subsidiaries of companies that are subject 

to comprehensive consolidated supervision 

(‘‘CCS’’) as recognized by the Federal Reserve 

Board and they execute agreements on the 

provision of information to the primary 

federal regulator about the non-domestic 

Investors’ operations and activities; maintain 

their business books and records (or a 

duplicate) in the U.S.; consent to the 

disclosure of information that might be 

covered by confidentiality or privacy laws 

and agree to cooperate with the FDIC, if 

necessary, in obtaining information 

maintained by foreign government entities; 

consent to jurisdiction and designation of an 

agent for service of process; and consent to 

be bound by the statutes and regulations 

administered by the appropriate U.S. federal 

banking agencies. 

For the purposes of this paragraph E, a 

‘‘Secrecy Law Jurisdiction’’ is defined as a 

country that applies a bank secrecy law that 

limits U.S. bank regulators from determining 

compliance with U.S. laws or prevents them 

from obtaining information on the 

competence, experience and financial 

condition of applicants and related parties, 

lacks authorization for exchange of 

information with U.S. regulatory authorities, 

does not provide for a minimum standard of 

transparency for financial activities, or 

permits off shore companies to operate shell 

companies without substantial activities 

within the host country. 

F. Continuity of Ownership: Investors 

subject to this policy statement are 

prohibited from selling or otherwise 

transferring their securities for a 3 year 

period of time following the acquisition 

absent the FDIC’s prior approval. Such 

approval shall not be unreasonably withheld 

for transfers to affiliates provided the affiliate 

agrees to be subject to the conditions 

applicable under this policy statement to the 

transferring Investor. These provisions shall 

not apply to mutual funds defined as an 

open-ended investment company registered 

under the Investment Company Act of 1940 

that issues redeemable securities that allow 

investors to redeem on demand. 

G. Prohibited Structures: Complex and 

functionally opaque ownership structures in 

which the beneficial ownership is difficult to 

ascertain with certainty, the responsible 

parties for making decisions are not clearly 

identified, and ownership and control are 

separated, would be so substantially 

inconsistent with the principles outlined 

above as not to be considered as appropriate 

for approval for ownership of insured 

depository institutions. Structures of this 

type that have been proposed for approval 

have been typified by organizational 

arrangements involving a single private 

equity fund that seeks to acquire ownership 

of a depository institution through creation of 

multiple investment vehicles, funded and 

apparently controlled by the parent fund. 

H. Special Owner Bid Limitation: Investors 

that directly or indirectly hold 10 percent or 

more of the equity of a bank or thrift in 

receivership will not under any 

circumstances be considered eligible to be a 

bidder to become an investor in the deposit 

liabilities, or both such liabilities and assets, 

of that failed depository institution. 

I. Disclosure: Investors subject to this 

policy statement would be expected to 

submit to the FDIC information about the 

Investors and all entities in the ownership 

chain including such information as the size 

of the capital fund or funds, its 

diversification, the return profile, the 

marketing documents, the management team 

and the business model. In addition, 

Investors and all entities in the ownership 

chain will be required to provide to the FDIC 

such other information as is determined to be 

necessary to assure compliance with this 

policy statement. Confidential business 

information submitted by Investors to the 

FDIC in compliance with this paragraph I 

shall be treated as confidential business 

information and shall not be disclosed except 

in accordance with law. 

J. Limitations: Nothing in this policy 

statement is intended to replace or substitute 

for any determination required by a relevant 

depository institution’s primary federal 

regulator or a federal bank or thrift holding 

company regulator under any applicable 

regulation or statute, including, in particular, 

bank or thrift holding company statutes, or 

with respect to determinations made and 

requirements that may be imposed in 

connection with the general character, fitness 

and expertise of the management being 

proposed by the Investors, the need for a 

thorough and reasonable business plan that 

addresses business lines and strategic 

initiatives and includes appropriate 

contingency planning elements, satisfactory 

corporate governance structure and 

representation, and any other supervisory 

matter. 

By order of the Board of Directors. 

Dated at Washington, DC, this 26th day of 

August 2009. 

Federal Deposit Insurance Corporation. 

Robert E. Feldman, 

Executive Secretary. 

[FR Doc. E9–21146 Filed 9–1–09; 8:45 am] 

BILLING CODE 6714–01–P 

FEDERAL RESERVE SYSTEM 

Change in Bank Control Notices; 

Acquisition of Shares of Bank or Bank 

Holding Companies 

The notificants listed below have 

applied under the Change in Bank 

Control Act (12 U.S.C. 1817(j)) and 

§ 225.41 of the Board’s Regulation Y (12 

CFR 225.41) to acquire a bank or bank 

holding company. The factors that are 

considered in acting on the notices are 

set forth in paragraph 7 of the Act (12 

U.S.C. 1817(j)(7)). 

The notices are available for 

immediate inspection at the Federal 

Reserve Bank indicated. The notices 

also will be available for inspection at 

the office of the Board of Governors. 

Interested persons may express their 

views in writing to the Reserve Bank 

indicated for that notice or to the offices 

acquire control of 21.51 percent of 

Community FirstBancshares, Inc., 

Union City, Tennessee (‘‘Bancshares’’), 

and the Kirkland family control group 

will acquire controlof 25.82 percent of 

Bancshares.of the Board of Governors. 

Comments must be received not later 

than September 15, 2009. 

A. Federal Reserve Bank of Chicago 

(Colette A. Fried, Assistant Vice 

President) 230 South LaSalle Street, 

Chicago, Illinois 60690-1414: 

1. Gary Shiffman, West Bloomfield, 

Michigan; Arthur Weiss, Farmington 

Hills, Michigan; Ronald Klein, 

Bloomfield Hills, Michigan; Paul 

Hodges, Orchard Lake, Michigan; 

Roman Ferber, West Bloomfield, 

Michigan; David Freidman, West 

Bloomfield, Michigan; Steven Freidman, 

West Bloomfield, Michigan; Brian 

Wenzel, Howell, Michigan; Sheldon 

Yellen, Bloomfield Hills, Michigan; Gary 

Torgow, Oak Park, Michigan; Dov 

Loketch, Oak Park, Michigan; Joseph 

Nusbaum, Oak Park, Michigan; David 

Provost, Birmingham, Michigan; Max 

Berlin, Southfield, Michigan; Donald 

Coleman, Bonita Springs, Florida; 

Albert Papa, Birmingham, Michigan; 

Robert Naftaly, West Bloomfield, 

Michigan; Thomas Schellenberg, Cross 

Village, Michigan; Thomas Brown, 

Farmington Hills, Michigan; Christine 

Otto, Oxford, Michigan; James Dunn, 

Livonia, Michigan; Gary Sakwa, 

Bloomfield Hills, Michigan; Frank 

Hennessey, Ocala, Florida; Christine 

Provost, Birmingham, Michigan; Scott 


jlentini on DSKJ8SOYB1PROD with NOTICES
45450 Federal Register / Vol. 74, No. 169 / Wednesday, September 2, 2009 / Notices 

Steigerwald, Bloomfield Hills, Michigan; 

Stephen Eick, Birmingham, Michigan; 

Jeffrey Grabiel, Birmingham, Michigan; 

David Lau, Bloomfield Hills, Michigan; 

Jeffrey Peck, Orchard Lake, Michigan; 

Lawrence Wolfe, Bloomfield Hills, 

Michigan; Patrick Ervin, Ortonville, 

Michigan; Thomas Ervin, Bloomfield 

Hills, Michigan; Nancy Ervin, 

Bloomfield Hills, Michigan; Mark 

Thompson, Grosse Point Farms, 

Michigan; JoAnne Thompson, Grosse 

Pointe Farms, Michigan; and Daniel 

Samson, Huntington Woods, Michigan, 

to acquire over 25 percent of the 

outstanding voting shares of First 

Michigan Bancorp, Inc., Troy, Michigan, 

and thereby to indirectly acquire control 

of First Michigan Bank, Troy, Michigan. 

B. Federal Reserve Bank of St. Louis 

(Glenda Wilson, Community Affairs 

Officer) 411 Locust Street, St. Louis, 

Missouri 63166-2034: 

1. Robert E. Kirkland, Union City, 

Tennessee, individually and as member 

of the Kirkland family control group, 

which consists of himself; REK, LP, 

Union City, Tennessee; the Christopher 

R. Kirkland Revocable Trust 

(Christopher R. Kirkland as trustee), 

Brentwood, Tennessee; Bedford F. 

Kirkland, Lebanon, Tennessee; and 

Macy Darnell Swensson, Cincinnatti, 

Ohio. Robert E. Kirkland will 

individually, acquire control of 21.51 

percent of Community First Bancshares, 

Inc., Union City, Tennessee 

(‘‘Bancshares’’), and the Kirkland family 

control group will acquire control of 

25.82 percent of Bancshares. 

Board of Governors of the Federal Reserve 

System, August 27, 2009. 

Robert deV. Frierson, 

Deputy Secretary of the Board. 

[FR Doc. E9–21095 Filed 9–1–09; 8:45 am] 

BILLING CODE 6210–01–S 

FEDERAL RESERVE SYSTEM 

Change in Bank Control Notices; 

Acquisition of Shares of Bank or Bank 

Holding Companies 

The notificants listed below have 

applied under the Change in Bank 

Control Act (12 U.S.C. 1817(j)) and 

§ 225.41 of the Board’s Regulation Y (12 

CFR 225.41) to acquire a bank or bank 

holding company. The factors that are 

considered in acting on the notices are 

set forth in paragraph 7 of the Act (12 

U.S.C. 1817(j)(7)). 

The notices are available for 

immediate inspection at the Federal 

Reserve Bank indicated. The notices 

also will be available for inspection at 

the office of the Board of Governors. 

Interested persons may express their 

views in writing to the Reserve Bank 

indicated for that notice or to the offices 

acquire control of 21.51 percent of 

Community FirstBancshares, Inc., 

Union City, Tennessee (‘‘Bancshares’’), 

and the Kirkland family control group 

will acquire controlof 25.82 percent of 

Bancshares.of the Board of Governors. 

Comments must be received not later 

than September 15, 2009. 

A. Federal Reserve Bank of Chicago 

(Colette A. Fried, Assistant Vice 

President) 230 South LaSalle Street, 

Chicago, Illinois 60690–1414: 

1. Gary Shiffman, West Bloomfield, 

Michigan; Arthur Weiss, Farmington 

Hills, Michigan; Ronald Klein, 

Bloomfield Hills, Michigan; Paul 

Hodges, Orchard Lake, Michigan; 

Roman Ferber, West Bloomfield, 

Michigan; David Freidman, West 

Bloomfield, Michigan; Steven Freidman, 

West Bloomfield, Michigan; Brian 

Wenzel, Howell, Michigan; Sheldon 

Yellen, Bloomfield Hills, Michigan; Gary 

Torgow, Oak Park, Michigan; Dov 

Loketch, Oak Park, Michigan; Joseph 

Nusbaum, Oak Park, Michigan; David 

Provost, Birmingham, Michigan; Max 

Berlin, Southfield, Michigan; Donald 

Coleman, Bonita Springs, Florida; 

Albert Papa, Birmingham, Michigan; 

Robert Naftaly, West Bloomfield, 

Michigan; Thomas Schellenberg, Cross 

Village, Michigan; Thomas Brown, 

Farmington Hills, Michigan; Christine 

Otto, Oxford, Michigan; James Dunn, 

Livonia, Michigan; Gary Sakwa, 

Bloomfield Hills, Michigan; Frank 

Hennessey, Ocala, Florida; Christine 

Provost, Birmingham, Michigan; Scott 

Steigerwald, Bloomfield Hills, Michigan; 

Stephen Eick, Birmingham, Michigan; 

Jeffrey Grabiel, Birmingham, Michigan; 

David Lau, Bloomfield Hills, Michigan; 

Jeffrey Peck, Orchard Lake, Michigan; 

Lawrence Wolfe, Bloomfield Hills, 

Michigan; Patrick Ervin, Ortonville, 

Michigan; Thomas Ervin, Bloomfield 

Hills, Michigan; Nancy Ervin, 

Bloomfield Hills, Michigan; Mark 

Thompson, Grosse Point Farms, 

Michigan; JoAnne Thompson, Grosse 

Pointe Farms, Michigan; and Daniel 

Samson, Huntington Woods, Michigan, 

to acquire over 25 percent of the 

outstanding voting shares of First 

Michigan Bancorp, Inc., Troy, Michigan, 

and thereby to indirectly acquire control 

of First Michigan Bank, Troy, Michigan. 

B. Federal Reserve Bank of St. Louis 

(Glenda Wilson, Community Affairs 

Officer) 411 Locust Street, St. Louis, 

Missouri 63166-2034: 

1. Robert E. Kirkland, Union City, 

Tennessee, individually and as member 

of the Kirkland family control group, 

which consists of himself; REK, LP, 

Union City, Tennessee; the Christopher 

R. Kirkland Revocable Trust 

(Christopher R. Kirkland as trustee), 

Brentwood, Tennessee; Bedford F. 

Kirkland, Lebanon, Tennessee; and 

Macy Darnell Swensson, Cincinnatti, 

Ohio. Robert E. Kirkland will 

individually, acquire control of 21.51 

percent of Community First Bancshares, 

Inc., Union City, Tennessee 

(‘‘Bancshares’’), and the Kirkland family 

control group will acquire control of 

25.82 percent of Bancshares. 

Board of Governors of the Federal Reserve 

System, August 27, 2009. 

Robert deV. Frierson, 

Deputy Secretary of the Board. 

[FR Doc. E9–21090 Filed 9–1–09; 8:45 am] 

BILLING CODE 6210–01–S 

FEDERAL RESERVE SYSTEM 

Formations of, Acquisitions by, and 

Mergers of Bank Holding Companies 

The companies listed in this notice 

have applied to the Board for approval, 

pursuant to the Bank Holding Company 

Act of 1956 (12 U.S.C. 1841 et seq.) 

(BHC Act), Regulation Y (12 CFR Part 

225), and all other applicable statutes 

and regulations to become a bank 

holding company and/or to acquire the 

assets or the ownership of, control of, or 

the power to vote shares of a bank or 

bank holding company and all of the 

banks and nonbanking companies 

owned by the bank holding company, 

including the companies listed below. 

The applications listed below, as well 

as other related filings required by the 

Board, are available for immediate 

inspection at the Federal Reserve Bank 

indicated. The application also will be 

available for inspection at the offices of 

the Board of Governors. Interested 

persons may express their views in 

writing on the standards enumerated in 

the BHC Act (12 U.S.C. 1842(c)). If the 

proposal also involves the acquisition of 

a nonbanking company, the review also 

includes whether the acquisition of the 

nonbanking company complies with the 

standards in section 4 of the BHC Act 

(12 U.S.C. 1843). Unless otherwise 

noted, nonbanking activities will be 

conducted throughout the United States. 

Additional information on all bank 

holding companies may be obtained 

from the National Information Center 

website at www.ffiec.gov/nic/. 

Unless otherwise noted, comments 

regarding each of these applications 

must be received at the Reserve Bank 

indicated or the offices of the Board of 

Governors not later than September 25, 

2009. 

A. Federal Reserve Bank of San 

Francisco ((Tracy Basinger, Director, 


jlentini on DSKJ8SOYB1PROD with NOTICES