OPINION WITHDRAWN

Banking Interpretations

NYSBL 142 and 143-b

June 2, 1993

[ ]

Dear [ ]:

In your letter of May 21, 1993 addressed to Mr. Cephas and Ms. Tibbals you sought written confirmation of conclusions reached in conversations you had with Arthur A. Gelman that no Banking Department approvals are required under certain provisions of the Banking Law in connection with the proposed acquisition of [ ] Financial Services, Ltd. and [ ] Savings Bank by [ ].

No application under Banking Law section 142 will be needed. The merger of [ ] Savings Bank into [ ] National Association, New York will not constitute the merger of a banking institution into a subsidiary of a bank holding company, on the assumption that [ ] will no longer be a "bank holding company", as that term is defined in Banking Law section 141, at the time of the acquisition. Nor will its acquisition cause [ ] to become a bank holding company, since [ ] Savings Bank will never be held as a separate subsidiary.

The change in bank control section of the Banking Law, section 143-b, is likewise inapplicable to this transaction. The method of acquisition, simultaneous mergers of the holding companies and the subsidiary banking institutions, is such that no acquisition of "control", as that term is used in section 143-b, will occur.

No approval from the Banking Department is required for the merger of [ ] Savings Bank into [ ]. Section 600(7), as implemented by Part 16 of the General Regulations of the Banking Board, provides the statutory authority for a New York state- chartered stock-form savings bank to merge with a national bank. However, section 137, which governs mergers of "state banks", including stock-form savings banks, into national banks, expressly provides that the merger may take place "without approval of any state authority". This language supercedes section 601-b which would otherwise subject all mergers involving state-chartered banking organizations to the approval of the Superintendent.

I believe I have answered your questions about these sections of the Banking Law. You can expect a response to the section 142- b application from the Domestic Commercial Banks Division in the near future.

Very truly yours,

Michael Schussler
Assistant Counsel