October 7, 2022

Scott Meacham, Esq.

Crowe & Dunlevy

324 North Robinson Ave., Suite 100

Oklahoma City, Oklahoma 73102

Dear Mr. Meacham:

The Board of Governors of the Federal Reserve System (“Board”) has 

reviewed the notice (“Notice”) under the Change in Bank Control Act of 19781 (“CIBC 

Act”) filed prospectively by the Berry Leaf Sewell Revocable Trust, Berry L. Sewell and 

Adrienne M. Sewell as co-trustees, to acquire 25 percent or more of the voting shares of 

Clinton Bancshares, Inc. (“Clinton Bancshares”), the sole owner of First Bank and Trust 

Company (“FB&T”), all of Clinton, Oklahoma, in their individual capacity and as 

members of a group acting in concert; and filed retroactively by the Frank A. Sewell IV 

1998 Irrevocable Trust, FB&T as trustee; the Frank A. Sewell III 2012 Revocable Trust, 

Lucie K. Sewell and FB&T as co-trustees; the Lucie K. Sewell 2012 Revocable Trust, 

Lucie K. Sewell as trustee; and the Lucie K. Sewell 2012 Irrevocable Trust, Berry L. 

Sewell and FB&T as co-trustees, all of Clinton, Oklahoma (“Current Shareholders,” and 

collectively with the prospective filers listed above, the “Notificants”), all as members of 

the same group acting in concert, to retain voting shares of Clinton Bancshares.

2

 

The CIBC Act requires the Board to review notices in light of specific 

statutory factors, including the competitive effects of the proposal; the financial condition 

of the acquiring persons and the future prospects of the institution; the potential adverse 

1

 12 U.S.C. § 1817(j).

2

 The CIBC Act and section 225.41(a) of the Board’s Regulation Y generally require 

written notice before a person acquires control of a state member bank or bank holding 

company. 12 U.S.C. § 1817(j)(1); 12 CFR 225.41(a). A person (or persons acting in 

concert) acquires control of a bank or bank holding company if the person acquires 

25 percent or more of any class of voting securities of a bank or bank holding company. 

12 CFR 225.41(c)(1). 
effects of the proposal on the Deposit Insurance Fund; and the competence, experience, 

and integrity of the acquiring persons.3

 In reviewing the statutory factors, the Board has 

considered information provided by the Notificants, including information regarding 

Notificants’ financial resources and banking experience, and the size of the proposed 

investment in Clinton Bancshares. The Board also has considered the results of name 

checks; examination reports; other confidential supervisory information regarding 

Clinton Bancshares and FB&T, including with respect to the Notificants; information 

provided by FB&T’s primary state supervisor; the Oklahoma Banking Department; and 

comments on the proposal. 

The Board has considered the Notice in light of all the statutory factors. 

With regard to the competitive effects of the proposal, the Board has concluded that 

Notificants’ proposed interest in Clinton Bancshares would not result in a monopoly or 

lessening of competition. As for the financial condition of Notificants and the future 

prospects of FB&T, the Board has determined that Notificants’ financial condition is not 

likely to jeopardize the financial stability of FB&T or prejudice the interests of FB&T’s 

depositors. Based on its review of the record, the Board finds that Notificants have 

sufficient financial resources to make the proposed investment. Further, the Board has 

not determined that the proposed investment would result in an adverse effect on the 

Deposit Insurance Fund.4

The Board investigated Notificants’ competence, experience, and integrity. 

The Board received two comments objecting to the Notice, alleging concerns related to 

Mr. Berry L. Sewell’s integrity and a failure to provide complete information in 

connection with the Notice. Although the commenters lack standing to participate in 

CIBC Act proceedings, and comments on a notice filed pursuant to the CIBC Act are for 

informational purposes only,5

 the Board nevertheless considered the issues raised by the 

commenters. 

The commenters claimed the Notice was deficient because the Notificants 

failed to fully and accurately provide the information required by statute in connection 

with a notice under the CIBC Act. One commenter asserted that the Notice was 

inaccurate or incomplete by allegedly omitting or misstating the identities of certain 

notificants and omitting a copy of the Frank A. Sewell IV 1998 Irrevocable Trust. 

Another commenter alleged that Berry L. Sewell failed to provide information regarding 

his criminal history in the Notice and lacks integrity based on his criminal history. 

More broadly, one commenter contended that the Current Shareholders lack 

integrity and competence due to their failure to provide notice prior to acquiring voting 

3

 12 U.S.C. § 1817(j)(7). 

4

 See 12 U.S.C. § 1817(j)(7)(F). 

5

 12 CFR 225.43(c)(7). 
shares of Clinton Bancshares, as required under CIBC Act.6

 The Current Shareholders 

assert that failure to provide notice as part of a group acting in concert prior to acquiring 

these voting shares was unintentional and that they will be diligent in ensuring 

compliance with the CIBC Act in the future. 

The CIBC Act provides that the Board may disapprove any proposed 

acquisition if it determines the acquiring person has provided incomplete information or 

if it determines “the competence, experience, or integrity of any acquiring person . . . 

indicates that it would not be in the interest of the depositors of the bank, or in the interest 

of the public to permit such person to control the bank.”7

 

The Board has considered the commenters’ allegations and the facts of 

record in the case. The Board finds that the Notificants provided accurate information 

and complete documentation regarding the transaction and that Mr. Berry L. Sewell 

provided information regarding his criminal record as part of the Notice, including in 

confidential portions of the Notice and in response to requests for additional information. 

Accordingly, the Board finds it is not required to disapprove of the Notice for 

incompleteness. 

The Board has also reviewed Mr. Berry L. Sewell’s criminal history and 

finds it does not require disapproval in light of the nature, timing, and resolution of any 

offenses. In addition, the Board has considered the failure of certain Notificants to 

provide notice prior to acquiring voting shares of Clinton Bancshares and has concluded 

that this fact does not require disapproval of the Notice in light of the circumstances, as 

well as Notificants’ representations regarding future compliance with the CIBC Act. 

Based on its review of the record, including the commenters’ allegations, 

the Board finds that the Notificants’ competence, experience, and integrity do not warrant 

objecting to the Notice. In particular, the Board considered Notificants’ experience in 

owning and managing banks and bank holding companies, the Notificants’ Interagency 

Biographical and Financial Reports, and the Notificants’ additional information 

supplementing and supporting the Notice. The Board also consulted with the Oklahoma 

Banking Department and the other Federal banking agencies, which did not object to the 

Notice. 

6

 In addition, the commenter asserted the transfer of shares associated with the 

transaction described in the Notice would interfere with separate litigation by shielding 

assets held by defendants in that litigation. This concern is outside the limited statutory 

factors that the Board is authorized to consider when reviewing an application under the 

BHC Act, and the concern may be adjudicated by a court of competent jurisdiction. See

Western Bancshares, Inc. v. Board of Governors, 480 F.2d 749 (10th Cir. 1973). 

7

 12 U.S.C. § 1817(j)(7)(D), (E). 
Based on all the facts of record, including information provided by other 

relevant banking authorities, the Board has determined not to disapprove the Notice for 

Notificants to retain or acquire, as applicable, 25 percent or more of the voting shares of 

Clinton Bancshares. This determination is based on the representations made by 

Notificants in connection with the Notice and in related correspondence. Any material 

change in the facts and representations could result in a different conclusion and should 

be immediately reported to staff at the Federal Reserve Bank of Kansas City (“Reserve 

Bank”). 

Please advise the Reserve Bank in writing when the proposal has been 

consummated. If the proposal has not been consummated within one year of this date, or 

if its terms or conditions change, the Reserve Bank should be consulted to determine 

whether any additional action or notification is required. 

The CIBC Act requires that, when a change in control occurs, an insured 

bank or bank holding company shall report promptly to the appropriate federal banking 

agency any changes or replacement of its chief executive officer or of any director 

occurring in the next twelve-month period and include in the report a statement of the 

past and current business and professional affiliations of the new chief executive officer 

or directors.8

 The Board would appreciate your cooperation in ensuring that, if any 

change in control occurs, the required information is submitted to the Reserve Bank by 

Clinton Bancshares. 

Very truly yours, 

(Signed) Ann E. Misback

Ann E. Misback 

Secretary of the Board 

cc: Mick Thompson, Bank Commissioner 

 Oklahoma Banking Department 

Kristie K. Elmquist, Regional Director 

 Federal Deposit Insurance Corporation 

Troy Thornton, Deputy Comptroller 

 Office of the Comptroller of the Currency 

 Southern District 

8

 12 U.S.C. § 1817(j)(12).