Okla. Stat. tit. 18, § 18-381.73

Approval of acquisition - Branching, acquisition and conversion by

subsidiaries - Limitations and restrictions - Applicable law -

Penalties.

A. An out-of-state savings institution, upon approval by the

State Banking Commissioner, may acquire direct or indirect control

of an unlimited number of in-state savings associations for

operation as in-state savings institutions, and may acquire any such

institutions' parent Oklahoma holding company. Any acquisition made

pursuant to the provisions of this section may include assets and

liabilities of the in-state savings institution or its parent

Oklahoma holding company and all branches and facilities thereof.

B. 1. No in-state savings institution which becomes a

subsidiary of an out-of-state savings institution under any

extraordinary acquisition provisions of federal law, or which is

otherwise controlled by an out-of-state savings institution, shall

be permitted to acquire direct or indirect ownership or control of,

or to convert to a branch, any additional in-state savings

institution or to establish additional branches or facilities,

except as otherwise provided for in this section.

2. No out-of-state savings institution may directly or

indirectly acquire control of an in-state savings institution or its

parent Oklahoma holding company except as otherwise permitted by

this section.

C. No acquisition provided for in this section shall be

permitted unless the approval of the Commissioner required pursuant

to subsection A of this section:

1. Includes, for all acquisitions, a finding that:

a. the in-state savings institution sought to be acquired

or all of the savings institution subsidiaries of the

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parent Oklahoma holding company sought to be acquired

have either been in existence and continuous operation

for more than five (5) years, and

b. notice of intent to acquire has been published in a

newspaper of general paid circulation in the county or

counties where the in-state savings institution to be

acquired is located and that a notice of intent to

acquire has been mailed by certified mail with return

receipt requested to each person owning stock in the

in-state savings institution to be acquired or in its

parent Oklahoma holding company or, if the in-state

savings institution to be acquired is a mutual

association, notice has been given as in the case of a

proceeding under Section 381.61 of this title;

2. Includes, for any acquisition of a majority of the voting

shares of a stock association or of its parent Oklahoma holding

company, or for any acquisition of a mutual association by merger or

purchase and assumption transaction with another in-state savings

association, a finding that the acquisition has been approved by the

board of directors and a majority of the stockholders of or holders

of voting rights in the in-state savings institution or of its

parent Oklahoma holding company, as applicable;

3. Subjects the acquisition to any conditions, restrictions,

and requirements that would be applicable to such an acquisition by

an in-state savings institution of an out-of-state savings

institution in the state where the out-of-state savings institution

has its main office, if such state has enacted and implemented

legislation authorizing the acquisition by an in-state savings

institution of out-of-state savings institutions located in that

state, but that would not be applicable to acquisitions in that

state by an out-of-state savings institution all of whose savings

institution subsidiaries are located in that state; and

4. Except when the additional acquisition is of an in-state

savings institution whose stock is held as stock acquired in the

course of realizing upon a security interest which secured a debt

previously contracted in good faith prior to the original

acquisition by the out-of-state savings institution, prohibits
ution all of whose savings

institution subsidiaries are located in that state; and

4. Except when the additional acquisition is of an in-state

savings institution whose stock is held as stock acquired in the

course of realizing upon a security interest which secured a debt

previously contracted in good faith prior to the original

acquisition by the out-of-state savings institution, prohibits

additional branching and further acquisitions by an in-state savings

institution which is a subsidiary of an out-of-state savings

institution unless and until the earlier of:

a. such time as the Commissioner determines that the

state in which the out-of-state savings institution

has its main office has enacted and implemented

legislation authorizing in-state savings institutions

to acquire savings institutions in that state on a

reciprocal basis, or

Oklahoma Statutes - Title 18. Corporations Page 84

b. the expiration of a four-year period commencing on the

date of acquisition by the out-of-state savings

institution.

D. Any in-state savings institution or its parent Oklahoma

holding company which becomes a subsidiary of an out-of-state

financial institution under the extraordinary acquisition provisions

of federal law, or which is otherwise deemed to be controlled by an

out-of-state financial institution, may acquire direct or indirect

ownership or control of any additional in-state financial

institution or its parent Oklahoma holding company, establish

additional branches or facilities, or convert the existing

controlled in-state savings institution to branches of another in-

state savings institution:

1. If the Commissioner has determined that the principal place

of business of the out-of-state savings institution has enacted and

implemented reciprocal acquisition legislation within the purview of

this section; or

2. Upon the expiration of a four-year period commencing on the

date of acquisition by the out-of-state savings institution.

E. All limitations and restrictions of this act applicable to

in-state savings institutions shall apply to an in-state savings

institution which becomes a direct or indirect subsidiary of an out-

of-state savings institution and to the out-of-state savings

institution. The provisions of this subsection shall not be

construed to prohibit the acquisition by an out-of-state savings

institution of all or substantially all of the shares of an in-state

savings institution organized solely for the purpose of facilitating

the acquisition of a savings institution which has been in existence

and continuous operation as a savings institution for more than five

(5) years, if the acquisition has otherwise been approved pursuant

to this subsection. Nor shall the provisions of this subsection be

construed to prohibit an out-of-state savings institution which

acquires an in-state savings institution under this section from

additional acquisitions under this section, if such acquisition

would otherwise be permitted.

F. Any out-of-state savings institution which controls an in-

state savings institution shall be subject to the laws of this state

and the rules of its agencies relating to the acquisition,

ownership, and operation of in-state savings institutions. The

Commissioner shall make such rules including the imposition of

reasonable application and administration fees as it finds necessary

to implement the provisions of this act.

G. The Commissioner may enter into cooperative agreements with

other regulatory agencies to facilitate the regulation of savings

institutions doing business in this state. If such agreements

result in the payment of fees, however calculated, by any other

regulatory agency to the Oklahoma State Banking Department for

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examination activities conducted by Department personnel, whether

such examination activity is conducted inside or outside this state,
gulation of savings

institutions doing business in this state. If such agreements

result in the payment of fees, however calculated, by any other

regulatory agency to the Oklahoma State Banking Department for

Oklahoma Statutes - Title 18. Corporations Page 85

examination activities conducted by Department personnel, whether

such examination activity is conducted inside or outside this state,

such fees shall be deposited in the Bank Examination Revolving Fund

established in Section 211.2 of Title 6 of the Oklahoma Statutes.

If such agreements result in the payment of fees, however

calculated, by the Department to any other bank supervisory agency

for examination activities conducted by such other regulatory

agency, whether such examination activity is conducted inside or

outside this state, such fees shall be paid by the Department from

the Bank Examination Revolving Fund established by Section 211.2 of

Title 6 of the Oklahoma Statutes. The Commissioner may accept

reports of examinations and other records from such other agencies

in lieu of the Commissioner conducting examinations of in-state

savings institutions controlled by out-of-state savings

institutions. The Commissioner may take any action jointly with

other regulatory agencies having concurrent jurisdiction over

savings institutions doing business in this state or may take such

actions independently in order to carry out its responsibilities.

H. The Commissioner shall have the power to enforce the

prohibitions provided for in subsection B of this section by

requiring divestiture and through the imposition of fines and

penalties, the issuance of cease and desist orders, and such other

remedies as are provided by law.

I. Any organization which intentionally and willfully violates

any provision of this section, upon conviction, shall be fined not

less than Five Hundred Dollars ($500.00) nor more than Five Thousand

Dollars ($5,000.00) for each day during which the violation

continues. Any individual who intentionally and willfully

participates in a violation of any provision of this section, upon

conviction, shall be guilty of a Class D3 felony offense and shall

be fined not more than Ten Thousand Dollars ($10,000.00), or

imprisoned as provided for in subsections B through F of Section 20P

of Title 21 of the Oklahoma Statutes, or both such fine and

imprisonment.

J. Any final order of the Commissioner pursuant to this section

shall be appealable pursuant to Section 207 of Title 6 of the

Oklahoma Statutes.