KRS 286.3-095: Change in control or certain loans to be reported to commissioner --

Contents of report.

(1) At least sixty (60) days prior to a change occurring in the outstanding voting stock

of any state bank, trust company, or bank holding company that owns or controls a

state bank, which will result in control, or in a change in the control, of the bank,

trust company, or bank holding company, the proposed acquiring party or parties

shall report such facts to the commissioner for approval unless the co mmissioner

finds that:

(a) The terms of the acquisition are not in accordance with the laws of this state;

(b) The financial condition, or the competence, experience, and integrity, of the

acquiring party or parties are such as will jeopardize the financia l stability of

the bank, trust company, or bank holding company; or

(c) The public convenience and advantage will not be served by the acquisition.

(2) (a) As used in subsection (1) of this section, the term "control" means the power

to directly or indirec tly direct or cause the direction of the management or

policies of the bank, trust company, or bank holding company.

(b) A change in ownership of voting stock which would result in direct or indirect

ownership by a stockholder or an affiliated group of sto ckholders of less than

twenty-five percent (25%) of the outstanding voting stock shall not be

considered a change of control.

(c) If there is any doubt as to whether a change in the outstanding voting stock is

sufficient to result in control, or to effect a change in control, such doubt shall

be resolved in favor of reporting the facts to the commissioner.

(3) Whenever a bank makes a loan or loans, secured, or to be secured, by twenty -five

percent (25%) or more of the outstanding voting stock of a bank, the president or

other chief executive officer of the lending bank shall promptly report that fact to

the commissioner upon obtaining knowledge of the loan or loans, unless:

(a) The borrower has been the owner of record of the stock for a period of one (1)

year or more; or

(b) The stock is that of a newly chartered bank prior to its opening.

(4) The reports required by subsections (1), (2), and (3) of this section shall contain th e

following information, as applicable, to the extent that it is known by the person

making the report:

(a) The number of shares involved;

(b) The names of the sellers or transferors;

(c) The names of the purchasers or transferees;

(d) The names of the ben eficial owners if the shares are registered in another

name;

(e) The purchase price;

(f) The total number of shares owned by the sellers or transferors, the purchasers

or transferees, and the beneficial owners, both immediately before and after

the transaction;

(g) In the case of a loan:

1. The name of the borrower;

2. The amount of the loan; and

3. The name of the bank issuing the stock securing the loan and the

number of shares securing the loan; and

(h) Any reports shall contain such other information as may be available to

inform the commissioner of the effect of the transaction upon control of the

bank, trust company, or bank holding company whose stock is involved.

(5) Whenever control or a change of control described in subsection (1) of this section

occurs, each bank, trust company, or bank holding company shall report promptly

to the commissioner any changes to or replacement of its chief executive officer or

of any director occurring in the next twelve (12) month period, including in its

report a st atement of the past and current business and professional affiliations of

the new chief executive officer or directors.