Decision relative to the merger of Flagship Bank And Trust company, Worcester, Massachusetts with and into Chittenden Acquisition Bank, Worcester, Massachusetts
By the Division of Banks
Pursuant to the provisions of Massachusetts General Laws chapter 172, section 36, Flagship Bank and Trust Company ("Flagship"), Worcester, Massachusetts has petitioned the Division of Banks ("Division") to merge with Chittenden Acquisition Bank, Worcester, Massachusetts under the charter and by-laws of the Chittenden Acquisition Bank. As part of the merger the Division has been informed that the name of the continuing bank, Chittenden Acquisition Bank, will be changed to Flagship Bank and Trust Company. The proposed merger is part of a multi-step transaction to effectuate the acquisition by Chittenden Corporation, Burlington, Vermont. Certain applications related to this matter, including an application to form Chittenden Acquisition Bank, were filed with the Commonwealth's Board of Bank Incorporation which on this same date approved the petitions before it.
Flagship is a state-chartered trust company. It was organized under chapter 172 of the General Laws and began to transact business in December of 1987. At September 30, 1995 it had assets of approximately $265 million and operates four banking offices in Worcester and one in Leominster, Massachusetts. As noted above, Chittenden Acquisition Bank was formed as part of this multi-step transaction.
The Division has reviewed this transaction for compliance with the provisions of section 36 of chapter 172. Economic, financial and managerial factors related to this transaction have also been reviewed and considered. Flagship's public rating of "Outstanding" under the Community Reinvestment Act, section 14 of chapter 167 of the General Laws, was also a factor in the substantive review of this application. The Division's analysis of public convenience and advantage as well as the competitive impact of the merger weigh in favor of the proposed transaction.
On the basis of the foregoing considerations, the record of this application, and the statutory and regulatory requirements, approval is granted to merge Flagship with and into Chittenden Acquisition Bank, and for the continuing bank to maintain the banking offices of Flagship as its offices.
The approvals granted herein are subject to the following conditions:
- that prior to any merger, Chittenden Acquisition Bank obtain a certificate to transact business from the Board of Bank Incorporation;
- that the proposed merger shall not become effective until a Certificate signed by the Presidents and Clerks or other duly authorized officers of each bank indicating that each institution has complied with the provisions of Massachusetts General Laws chapter 172, section 36 has been returned with my endorsement thereon;
- that the proposed merger shall not become effective until Articles of Merger with my endorsement thereon are filed with the Secretary of State; and
- that the proposed merger be consummated within one year of the date of this Decision.
|February 22, 1996 |
|Thomas J. Curry |
Commissioner of Banks