[.7] Cross-GuarantyWaiverCompliance with Federal Reserve Act
[.8] Cross-GuarantyWaiverRevocation for Non-Compliance
In the Matter of
FIRST STATE BANK OVERTON, TEXAS (Insured Depository Institution)
LINDALE STATE BANK LINDALE, TEXAS (Insured Depository Institution)
ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY
WHEREAS, Overton Financial Corporation, Overton, Texas
("Overton BHC"), a bank holding company which is the sole
shareholder of First State Bank, Overton, Texas ("Overton Bank"),
has proposed to acquire from Longview Financial Corporation, Longview,
Texas, indirect control of Lindale State Bank, Lindale, Texas
("Lindale Bank"), through the purchase of 50 percent of the
common stock of Lindale Bancshares, Inc. ("Lindale BHC"), a bank
holding company which is the sole shareholder of Lindale Bank; and
WHEREAS, Overton BHC, as part of the proposed acquisition, has
committed to provide $1,000,000 in equity to Lindale Bank; and
WHEREAS, Overton BHC's proposed acquisition and its corresponding
commitment detailed above are conditional upon the Federal Deposit
Insurance Corporation's ("FDIC") exempting, pursuant to section
5(e)(5)(A) of the Federal Deposit Insurance Act ("Act"), 12
U.S.C. §1815(e)(5)(A), Overton Bank from any losses incurred or
reasonably anticipated to be incurred by the FDIC as a result of
Overton BHC's acquisition of control of Lindale Bank; and
WHEREAS, Overton Bank has requested that the FDIC grant an appropriate
exemption from losses with respect to Overton BHC's proposed
acquisition of control of Lindale Bank;
BE ADVISED that the Board of Directors ("Board") of the FDIC,
having fully considered the facts and information relating to the
foregoing request for exemption from losses, has concluded that an
exemption is in the best interest of the Bank Insurance Fund, and that
approval of the request should be and hereby is granted, subject to the
conditions and restrictions set forth below.
IT IS THEREFORE ORDERED:
[.1]1. This ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF
CROSS-GUARANTY ("ORDER") will become effective upon the
acquisition of control of Lindale Bank by Overton BHC within six months
from the date of issuance of this ORDER, and, absent such acquisition
within that time period, this ORDER will become null and void, unless,
upon the written request of Overton Bank or Overton BHC, the FDIC
grants an extension of that time period.
[.2]2. IT IS FURTHER ORDERED, that the waiver granted by this ORDER shall
be conditioned upon the increase, in a form acceptable to the Regional
Director (Supervision) of the FDIC's Dallas Regional Office
("Regional Director"), of Lindale Bank's Part 325 Tier 1
capital, by a minimum of $1,000,000.
[.3]3. IT IS FURTHER ORDERED, that this ORDER will remain in effect only so
long as Lindale Bank is controlled by Overton Bank or Overton BHC, and
its applicability may not be conveyed or otherwise transferred.
[.4]4. IT IS FURTHER ORDERED, notwithstanding the foregoing, that this
exemption shall expire three years from the date Overton BHC acquires
control of Lindale Bank.
[.5]5. IT IS FURTHER ORDERED, that during the period this ORDER is
effective, neither Overton BHC nor Overton Bank may withdraw capital
from Lindale Bank in the form of dividends or otherwise.
[.6]6. IT IS FURTHER ORDERED, that the exemption granted by this ORDER will
apply only to losses incurred or reasonably anticipated to be incurred
from the default of or FDIC assistance to Lindale Bank.
[.7]7. IT IS FURTHER ORDERED, that during the life of this ORDER, Lindale
Bank, Overton Bank, and any other insured depository institution
affiliate of Overton Bank shall comply fully with the restrictions of
sections 23A and 23B of the Federal Reserve Act, 12 U.S.C. §§ 371c
and 371c-1, without regard to section 23A(d)(1) of the Federal Reserve
Act, 12 U.S.C. §371c(d)(1).
[.8]8. IT IS FURTHER ORDERED, that should the FDIC determine that Lindale
Bank, Overton Bank, or any other insured depository institution
affiliate of Overton Bank has failed to comply fully with the aforesaid
restrictions, the FDIC shall have the right to revoke this exemption
after giving Overton Bank written notice of said revocation and a
reasonable opportunity to be heard on the matter. Notwithstanding the
foregoing, there shall be no right to a hearing regarding compliance
with the condition contained in paragraph 2 above.
By direction of the Board of Directors.
Dated at Washington, D.C., this 5th day of November, 1991.