Decision relative to the application of Peoples Heritage Financial Group, Inc., Portland, Maine to acquire Atlantic Bank National Association, Portland, Maine
By the Division of Banks
Peoples Heritage Financial Group, Inc. (the "Petitioner" or "Peoples"), Portland, Maine has petitioned the Board of Bank Incorporation (the "Board") pursuant to Massachusetts General Laws chapter 167A, sections 2 and 4, to acquire Atlantic Bank National Association ("Atlantic Bank"), Portland, Maine in a multi-step transaction. As part of this transaction, a wholly-owned subsidiary of the Petitioner will merge with and into Atlantic Bank's parent company, Atlantic Bancorp ("Atlantic"), Portland, Maine. After the merger, Atlantic Bank will be merged with and into the Petitioner's subsidiary, Peoples Heritage Savings Bank ("Peoples Heritage"), Portland,Maine. The Petitioner is the bank holding company for Family Bank, FSB, Haverhill,Massachusetts.
Notice of the petition by Peoples was published as directed by the Board thereby affording opportunity for interested parties to submit comments. A public hearing relative to this application was held by the Board on September 11, 1997 and the period for filing comments has expired. The Board reviewed the application, comments received at the public hearing and all related documents in accordance with the statutory criteria of whether competition among banking institutions will be unreasonably affected and whether any net new benefits as well as public convenience and advantage would be promoted by approval of the proposed transaction.
The record of performance under the Community Reinvestment Act ("CRA") by Peoples' bank subsidiaries and Atlantic Bank were also factors considered by the Board. The additional requirements of the Commonwealth's 1996 Interstate Banking and Branching Act were also significant factors considered by the Board in regard to this application.
One provision of law requires the Board to have received notice from the Massachusetts Housing Partnership Fund (the "MHPF") that satisfactory arrangements for the proposed transaction have been made by the Petitioner pursuant to section 4 of said Chapter 167A and guidelines adopted by the MHPF. The Board has received notice from the MHPF, in a letter dated August 6, 1997, that satisfactory arrangements have been made for this transaction.
As an interstate transaction, the reciprocity of the laws of Peoples' home state must be reviewed. Peoples' home state for determination of applicable law is Maine. Under Massachusetts law, the determination of the reciprocity of the laws of another state rests solely with the Commissioner of Banks. The Commissioner has previously ruled in transactions involving Peoples that Maine law is reciprocal and does expressly authorize a similar transaction by a Massachusetts holding company under conditions no more restrictive than those imposed by chapter 167A. Accordingly, the proposed transaction is permissible under the Commonwealth's Interstate Banking Act and, therefore, the Board will proceed to consider whether other statutory requirements are met by this application.
Peoples is a bank holding company within the meaning of both federal law and said chapter 167A of the General Laws. Peoples currently has three bank subsidiaries, Peoples Heritage Savings Bank, Portland, Maine; Bank of New Hampshire, Manchester, New Hampshire; and Family Bank, FSB, Haverhill, Massachusetts. On March 31, 1997,Peoples had total consolidated assets of $ 5.6 billion.
Atlantic Bancorp, Portland, Maine is the parent company of Atlantic Bank, Portland,Maine, a national bank chartered by the Office of the Comptroller of the Currency. On March31, 1997, Atlantic Bancorp had total consolidated assets of $ 470.2 million. Atlantic Bank currently operates fifteen branches located in southern Maine. Atlantic Bank conducts a general commercial banking business and its deposits are insured by the Federal Deposit Insurance Corporation.
The application, supporting documents and the comments received at the public hearing have established an extensive record on this petition which has been reviewed consistent with statutory provisions and the policies of the Board. Analysis has been provided on the impact of the transaction on competition in applicable municipalities and markets in Maine and the impact within the Commonwealth. Information has also been established in the record on the promotion of convenience and advantage which will result for the banking public in Maine as well as customers of all Peoples' bank subsidiaries, including Family Bank, FSB. These factors along with the Board's review of financial and managerial factors related to the proposed transaction weigh in favor of its approval.
Related to the issue of public convenience and advantage is the record of performance under CRA. For financial institutions not directly under the jurisdiction of the Commonwealth,the Board initially looks to the publicly available descriptive rating and evaluation by a federal or other state bank regulatory agency. The CRA activities of Atlantic Bank and Peoples' bank subsidiaries were specifically discussed at the public hearing. Of particular note to the Board is the fact that Family Bank has received an Outstanding rating for its performance under CRA.
Based on the record on this matter including the testimony received at the public hearing considered in light of all relevant statutory and administrative requirements, the Board finds that competition among banking institutions will not be unreasonably affected, that public convenience and advantage will be promoted by consummation of the proposed transaction, and that records of performance under CRA by the banks involved in this transaction are consistent with its approval. Therefore, in accordance with these findings and pursuant to the statutory authority cited herein, the Board hereby approves the application and authorizes the Petitioner to acquire 100% of the common stock of Atlantic Bancorp and thereby acquire Atlantic Bank National Association.
The approvals granted herein are subject to the condition that all related transactions are completed within one year of the date of this Decision.
|Thomas J. Curry |
Commissioner of Banks
|Mitchell Adams |
Commissioner of Revenue
|Joseph D. Malone |
Treasurer and Receiver-General
|September 29, 1997 |