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Decisions on Bank Applications

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Frontier Trust Company, FSB (In Organization)

IN RE: Frontier Trust Company, FSB (In Organization)
Fargo, North Dakota
Application for Federal Deposit Insurance and Consent to Merge with a Noninsured Trust Company

ORDER

The undersigned, acting under delegated authority, has fully considered all facts and information relevant to the factors of Sections 5, 6 and 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act") relating to the applications for federal deposit insurance, with membership in the Savings Association Insurance Fund, for Frontier Trust Company, FSB, a proposed new limited-purpose federal savings bank to be located at 1126 Westrac Drive, Fargo, Cass County, North Dakota 58103, and for consent to merge under its charter and title with Frontier Trust Company ("FTC"), Fargo, North Dakota, a noninsured trust company, and has concluded that the applications should be approved. Notice of the proposed transaction, in a form approved by the Federal Deposit Insurance Corporation ("FDIC"), has been published pursuant to the FDI Act.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the applications submitted by Frontier Trust Company, FSB for Federal deposit insurance and for merger with a noninsured trust company be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in-capital funds of not less then $6,730,342 be provided:

2. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Kansas City Regional Office ("Regional Director") prior to opening of the bank;

3. That federal deposit insurance shall not become effective unless and until the applicant has been established as a federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by appropriate Federal authorities;

4. That AXA Financial, Inc., New York, New York, obtain approval from the Office of Thrift Supervision to establish a unitary thrift holding company and acquire voting stock control of the bank prior to its opening;

5. That the insured institution shall be engaged in the business of receiving deposits other than trust funds;

6. That the transaction shall not be consummated less than fifteen calendar days after the date of this Order or later than six months after the date of this Order, unless such period is extended for good caused by the FDIC;

7. That until the date that this conditional commitment for deposit insurance and for consent to merge becomes effective, the FDIC shall have the right to alter, suspend, or withdraw the said commitment should any interim development be deemed to warrant such action, and

8. That if federal deposit insurance has not become effective within twelve months from the date of this Order, or unless in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

9. That the bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operation, the bank shall notify the Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the FDIC.

Dated at Washington, D.C., this day of May, 2000.

FEDERAL DEPOSIT INSURANCE CORPORATION

By:_____________________________
John M. Lane
Associate Director
Division of Supervision


FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Frontier Trust Company, FSB (In Organization)
Fargo, North Dakota
Application for Federal Deposit Insurance (Savings Associate Insurance Fund) and Consent to Merge with a Noninsured Trust Company

STATEMENT

Pursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI ACT"), applications have been filed on behalf of Frontier Trust Company, FSB, Fargo, North Dakota ("FSB"), a proposed new federal savings bank in organization, for deposit insurance with membership in the Savings Association Insurance Fund, and for consent to merge under its charter and title with Frontier Trust Company, Fargo, North Dakota ("FTC"), a noninsured trust company. Notice of the proposed transaction, in a form approved by the FDIC, has been published pursuant to the FDI Act. FSB is to be located at 1126 Westrac Drive, Fargo, Cass County, North Dakota 58103.

The proposal is the result of AXA Financial, Inc.'s corporate reorganization whereby FTC would convert its charter from a state trust company to that of a federal savings bank through this merger with FSB. The proposed transaction would allow AXA Financial, Inc. to serve trust clients in a multi-state environment on a nationwide basis. It would not affect the structure of banking or result in the concentration of banking resources within the relevant market. Services in the market by FSB would not differ materially from those previously offered by FTC.

Since FSB's principal focus will remain trust services, it anticipates being designated a "special purpose savings association" by the Office of Thrift Supervision. The Community Reinvestment Act ("CRA") is not applicable to special purpose savings associations.

In connection with the applications, the FDIC has also taken into consideration the competitive effects of the proposed transaction; the financial and managerial resources and future prospects of the proponent institution and the resultant bank; and the convenience and needs of the community to be served. FTC has a favorable record of past operation and it is anticipated that performance would continue if that entity is allowed to merge with FSB. Management of the proposed institution is considered capable and has extensive trust-related experience. Capital is adequate and expected to be well in excess of 8 percent throughout the first three-year period after receiving deposit insurance. Earnings prospects are favorable. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all available facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the applications is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION



Last Updated 03/24/2011 Legal@fdic.gov