Okla. Stat. tit. 6, § 6-1024

Approval - Review - Penalties.

A. For purposes of this section:

1. "Control" means the power, directly or indirectly, to direct

the management or policies of a trust company or to vote twenty-five

percent (25%) or more of any class of voting securities of a trust

company;

2. "Person" means an individual, corporation, partnership,

limited liability company, trust, association, joint venture, pool,

syndicate, sole proprietorship, unincorporated association, and any

other legal entity; and

3. "Trust company" shall not include any trust department of

banks authorized to engage in the trust company business.

B. No person, acting directly or indirectly or through or in

concert with one or more other persons, shall acquire control of any

trust company through a purchase, assignment, transfer, pledge, or

other disposition of voting stock of a trust company unless the

Commissioner has been given sixty (60) days' prior written notice of

the proposed acquisition and, within that time period, the

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 144

Commissioner has not issued a notice disapproving the proposed

acquisition or extending for up to another thirty (30) days the

period during which the disapproval may be issued. The period for

disapproval may be further extended if the Commissioner determines

that any acquiring party has not furnished all the information

required under subsection F of this section or that in the judgment

of the Commissioner any material information submitted is

substantially inaccurate. An acquisition may be made prior to

expiration of the disapproval period if the Commissioner issues

written notice of the intent of the Commissioner not to disapprove

the action.

C. Upon receiving any notice under this section, the

Commissioner shall forward a copy thereof to interested persons

unless the Commissioner determines that the Commissioner must act

immediately upon the notice in order to prevent the probable failure

of the trust company involved in the proposed acquisition.

D. Within ten (10) days after the decision of the Commissioner

to disapprove any proposed acquisition, the Commissioner shall

notify the acquiring party in writing of the disapproval.

E. Within ten (10) days of receipt of a notice of disapproval,

the acquiring party may request a hearing before the Board on the

proposed acquisition. At the conclusion thereof, the Board shall by

order approve or disapprove the proposed acquisition on the basis of

the record made at the hearing.

F. Any person whose proposed acquisition is disapproved after

agency hearings under this section may obtain review by the Supreme

Court by filing a petition in error with the clerk of the court

within thirty (30) days from the date the order is filed, and

simultaneously sending a copy of the petition by registered or

certified mail to the Board. The form for the petition in error,

and all other procedures governing the appeal, including the time

and manner for designation and completion of the record of the

proceedings to be reviewed, shall be in accordance with the rules of

the Supreme Court. The findings of the Board shall be set aside if

found to be arbitrary or capricious.

G. Except as otherwise provided by regulation of the Board, a

notice filed pursuant to this section shall contain the following

information:

1. The name, address, personal history, business background,

and experience of each person by whom or on whose behalf the

acquisition is to be made, including the material business

activities and affiliations of each person during the past five (5)

years, and a description of any material pending legal or

administrative proceedings in which each person is a party and any

criminal indictment or conviction of each person by a state or

federal court;

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 145

2. A statement of the assets and liabilities of each person by
ivities and affiliations of each person during the past five (5)

years, and a description of any material pending legal or

administrative proceedings in which each person is a party and any

criminal indictment or conviction of each person by a state or

federal court;

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 145

2. A statement of the assets and liabilities of each person by

whom or on whose behalf the acquisition is to be made, as of the end

of the fiscal year for each of the five (5) fiscal years immediately

preceding the date of the notice, together with related statements

of income and source and application of funds for each of the fiscal

years then concluded, all prepared in accordance with generally

accepted accounting principles consistently applied, and an interim

statement of the assets and liabilities for each person, together

with related statements of income and source and application of

funds, as of a date not more than ninety (90) days prior to the date

of the filing of the notice;

3. The terms and conditions of the proposed acquisition and the

manner in which the acquisition is to be made;

4. The identity, source and amount of the funds or other

consideration used or to be used in making the acquisition, and if

any part of these funds or other consideration has been or is to be

borrowed or otherwise obtained for the purpose of making the

acquisition, a description of the transaction, the names of the

parties, and any arrangements, agreements, or understandings with

each person;

5. Any plans or proposals which any acquiring party making the

acquisition may have to liquidate the trust company, to sell its

assets or merge it with any company or to make any other major

change in its business, corporate structure, or management;

6. The identification of any person employed, retained, or to

be compensated by the acquiring party, or by any person on behalf of

the person, to make solicitations or recommendations to stockholders

for the purpose of assisting in the acquisition, and a brief

description of the terms of employment, retainer, or arrangement for

compensation;

7. Copies of all invitations or tenders or advertisements

making a tender offer to stockholders for purchase of their stock to

be used in connection with the proposed acquisition; and

8. Any additional relevant information in such form as the

Board may require by regulation or by specific request in connection

with any particular notice.

H. The Commissioner may disapprove any proposed acquisition

upon finding that:

1. The proposed acquisition of control would result in a

monopoly or would be in furtherance of any combination or conspiracy

to monopolize or to attempt to monopolize in any part of the United

States;

2. The effect of the proposed acquisition of control in any

section of the country may be substantially to lessen competition or

to tend to create a monopoly or the proposed acquisition of control

would in any other manner be in restraint of trade, and the

anticompetitive effects of the proposed acquisition of control are

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 146

not clearly outweighed in the public interest by the probable effect

of the transaction in meeting the convenience and needs of the

community to be served;

3. The financial condition of any acquiring person might

jeopardize the financial stability of the trust company or prejudice

the interests of any depositors of the trust company;

4. The competence, experience, or integrity of any acquiring

person or of any of the proposed management personnel indicates that

it would not be in the interest of the depositors of the trust

company, or in the interest of the public, to permit such person to

control the trust company; or

5. Any acquiring person neglects, fails, or refuses to furnish

to the Commissioner all the information required by the

Commissioner.
or integrity of any acquiring

person or of any of the proposed management personnel indicates that

it would not be in the interest of the depositors of the trust

company, or in the interest of the public, to permit such person to

control the trust company; or

5. Any acquiring person neglects, fails, or refuses to furnish

to the Commissioner all the information required by the

Commissioner.

I. Any person who willfully violates any provision of this

section, or any regulation or order of the Commissioner or Board

pursuant thereto, shall forfeit and pay a civil penalty of not more

than Ten Thousand Dollars ($10,000.00) per day for each day during

which a violation continues. The Board shall have authority to

assess a civil penalty, after giving notice and an opportunity to

the person to submit data, views, and arguments, and after giving

due consideration to the appropriateness of the penalty with respect

to the size of financial resources and good faith of the person

charged, the gravity of the violation, and any data, views, and

arguments submitted. The Commissioner may collect a civil penalty

by agreement with the person or by bringing an action in the

appropriate district court, except that in a civil action, the

person against whom the penalty has been assessed shall have a right

to trial de novo.