Conversion of New Haven Savings Bank
January 26, 2004
State Banking Commissioner John P. Burke issued a statement today granting approval of the conversion of New Haven Savings Bank.
The New Haven Saving Bank (NHSB) submitted an application on September 30, 2003 for the conversion from a mutual saving bank to a capital stock bank and for the acquisition of and subsequent merger of the Savings Bank of Manchester and Tolland Bank with and into NHSB. The combined entities will operate under the name NewAlliance Bank.
The applicant submitted four amendments to the original application. "This conversion, including the four amendments, was approved after an extensive review," Burke stated. "Although the Department's main concern was fairness to the depositors and the safety and soundness of the bank, I heard the opinions of the community during the public hearing process and I am confident their concerns have been addressed by the conditions I have placed on the approval."
The Department of Banking held a public hearing on the application on December 4, 2003 which was continued on January 5, 2004 to hear comments from the community. The public comments were directed at NHSB's fair lending practices, accessibility to capital in New Haven and the potential for self-enrichments by the management of the bank. Many comments focused upon the desire for a depositor's vote and the public's perception that the converted bank would eventually be sold, resulting in a negative impact to the New Haven community.
To address the comments received on the concern the new institution would be sold in the near future, the approved plan of conversion restricts the acquisition of more than 10% of any security of the Holding Company without the prior approval of the Commissioner for a period of 5 years following completion of the conversion.
Burke explained that while many of the comments he received called for a depositor vote, it must be noted that the FDIC approved the applicant's request for a waiver of the depositor vote. Under Connecticut banking law, the corporator vote taken by the bank was sufficient to meet the state's statutory requirements. Furthermore, Section 36-142m-4(a) of the Connecticut State Regulations specifies that "No vote of the depositors of such a mutual savings bank regarding the proposed plan of conversion will be required." Connecticut banking law does not empower the Commissioner to require or approve a depositor vote. And, based on the thorough review of the legislative history, it is also clear that the General Assembly withheld authority for the banking commissioner to seek a depositor vote.
Burke said it was crucial for him to listen to both sides before making his decision to approve NHSB's application. Based on the public hearings and the amendments of the bank he received he concluded that the approval should be granted with the following conditions:
|1.||Require the bank submit monthly updates to the Department of Banking regarding its planned IT conversion and integration program.|
|2.||Require the bank to submit monthly updates to the Department of Banking regarding its deposit levels.|
|3.||Require the bank submit a semi-annual report to the Department of Banking regarding the "NewAlliance For Neighborhoods" program; specifically addressing the lending and investment activities.|
|4.||Request the bank submit confirmation of the establishment of NewAlliance Foundation, identification of board members and submit a semi-annual report to the Department of Banking on the Foundation's activities. Request the bank confirm the establishment of New Foundation and any Donor Advised Fund, and to its best efforts to provide identification of its board membership and submit a report semi-annually to the Department of Banking on the foundation's or fund's activities.|
|5.||Request the bank submit confirmation of the establishment of the Community Advisory Panel, document its purpose and proposed agenda, and submit a semi-annual report assessing the progress of the bank's outreach program.|
|6.||Require the bank submit a semi-annual report to the Department of Banking which includes approval and rejection loan data by loan category; specifically identifying loan data based on geographic location, income and percentage of loans approved or denied for African American, Latino, White and Other applicants.|
|7.||Prohibit the implementation of the Retention and Recognition Program and Stock Option Program, for at least 12 months following the completion of the conversion.|
"These conditions and compromises should ensure that NewAlliance Bank will be responsive to its customers and the New Haven community," said Commissioner Burke. "We are very pleased that the bank and the community have worked together to strengthen the bank's commitment to the city of New Haven. It is with these conditions and compromises that we hope to have this institution continue to be a successful part of the New Haven community for a long time to come."
Please find a copy of the Department of Banking's certificate of approval of the plan of conversion of New Haven Savings Bank attached to this document.
CERTIFICATE OF APPROVAL
Plan of Conversion
The New Haven Savings Bank
On September 30, 2003, The New Haven Savings Bank, a mutual savings bank with its principal place of business located in New Haven, Connecticut, filed with the Department of Banking an Amended and Restated Plan of Conversion calling for the conversion of The New Haven Savings Bank to a capital stock bank to be known as NewAlliance Bank, and for the formation of a holding company, NewAlliance Bancshares, Inc. ("Plan"). The Plan was supplemented by letter dated October 17, 2003, and was amended by Amendment No. 1 filed on December 17, 2003. The Plan was further amended by Amendment No. 2 filed on January 9, 2004, and further supplemented by letters dated January 15 and 16, 2004. Pursuant to Section 36-142m-6(f) of the Regulations of Connecticut State Agencies, having made the required determinations, I hereby approve the Plan subject to the following conditions:
|1.||NewAlliance Bank shall submit to the Banking Commissioner:|
|2.||Neither NewAlliance Bank nor NewAlliance Bancshares, Inc. shall implement any retention and recognition program or stock option program for at least one year following the completion of the conversion.|
Approval of the Plan does not mean that the Banking Commissioner has passed on the legality of any stock option, stock ownership, compensation, retirement or profit sharing plan that may be adopted by NewAlliance Bank or NewAlliance Bancshares, Inc.
The New Haven Savings Bank is authorized to proceed with the steps called for by the Plan, as amended and supplemented, upon receipt of the Banking Commissioner's approval of its final offering circular for the subscription offering pursuant to Section 36-142m-8(f) of the Regulations of Connecticut State Agencies.
Dated at Hartford, Connecticut John P. Burke
this 26th day of January 2004. Banking Commissioner