(a)At the time of the filing of an application
with the department under section 12 of this chapter, the applicant may
submit a written request asking the department to hold a hearing upon
the fairness of the terms, conditions, and provisions of the proposed
issuance and exchange of stock of the applicant for the stock of the
bank or bank holding company proposed to be acquired. If a request is
submitted under this subsection, the department may hold a public
hearing upon the fairness of the exchange or upon any other matter
with respect to the proposed acquisition. The shareholders of a bank or
bank holding company proposed to be acquired and the shareholders
of the applicant may appear and offer evidence at any public hearing
at which the fairness of the exchange is to be determined. At
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(a) At the time of the filing of an application
with the department under section 12 of this chapter, the applicant may
submit a written request asking the department to hold a hearing upon
the fairness of the terms, conditions, and provisions of the proposed
issuance and exchange of stock of the applicant for the stock of the
bank or bank holding company proposed to be acquired. If a request is
submitted under this subsection, the department may hold a public
hearing upon the fairness of the exchange or upon any other matter
with respect to the proposed acquisition. The shareholders of a bank or
bank holding company proposed to be acquired and the shareholders
of the applicant may appear and offer evidence at any public hearing
at which the fairness of the exchange is to be determined. At least ten
(10) days before the hearing, a person desiring to appear and offer
testimony must give the department written notice of the person's intent
to testify. The department may require the applicant to produce any
additional information the department considers necessary for the
hearing.
(b) Any public hearing held under this section must commence not
less than thirty (30) days and not more than one hundred twenty (120)
days after the date on which the department accepts the application for
processing under section 12 of this chapter. The hearing shall be held
at a place, date, and time specified by the department. The department
may combine any hearing held under this section with a hearing held
under section 12 of this chapter. The department may assign the task
of conducting the hearing to a member or employee of the department.
If the department decides to hold a public hearing under this section,
it shall notify the applicant no later than thirty (30) days after the
department's acceptance of an application for processing and at least
twenty (20) days before the hearing. The applicant shall provide a
written notice of the date, time, place, and purpose of the hearing to
each bank that has an office in a county in which the bank proposed to
be acquired, or a bank subsidiary of the bank holding company
proposed to be acquired, has a principal office or branch. The bank or
bank holding company proposed to be acquired shall transmit the
written notice to its shareholders. The notice must also be published at
least twenty (20) days before the date of the hearing in a newspaper of
general circulation in each county in which is located the principal
office or a branch of the bank proposed to be acquired or the principal
office or a branch of a bank subsidiary of the bank holding company
proposed to be acquired. The notice must contain any other provision
as the department may require. The applicant shall pay all expenses of
providing the notice, publication, court reporter fees, department
expenses, appropriate department per diem expense, and hearing room
fees, as determined by the department.
(c) The issuance of securities described in subsection (d) is a
transaction exempted from the registration requirements of IC 23-19-3-1 if, at the time the applicant submits a written request to the
department under subsection (a), the applicant also submits to the
securities commissioner appointed under IC 23-19-6-1(a) a notice in
writing of all terms of the transaction and if the securities
commissioner does not disallow the exemption within the next five (5)
full business days.
(d) Subsection (c) applies to any security issued in exchange for one
(1) or more bona fide outstanding securities, claims, or property
interests, or partly in that exchange and partly for cash, under terms and
conditions approved by the department after a hearing held under this
section.