Orders Issued Under Bank Holding Company Act

Federal Reserve Bulletin, Feb, 2000

(2.) Under state law, a shareholder dissenting from a share acquisition is entitled to fair market value for the shareholder's shares, as determined by a state district court. See Okla. Stat. Ann. tit. 18, [sections] 1091 (West 1999). Protestant argues that Applicant has not established its ability to finance the proposal without adversely affecting the Bank's financial condition if fair market value of Protestant's shares exceeds the value assigned to the shares by Applicant's appraiser.

(3.) 12 C.F.R. 225, App. c.

(4.) Protestant maintains that actions taken by Applicant in connection with the proposal raise adverse managerial considerations. Protestant alleges that Applicant's principals are in violation of the bank's shareholder and voting agreements. These questions involve the interpretation of state law and, as such, are matters appropriately adjudicated by the courts. Protestant also argues that the voting agreement constitutes a voting trust that requires a notice to the OCC under the Change in Bank Control Act, 12 U.S.C. [sections] 1817(j), and that Applicant has failed to file a notice with the OCC. The Board provided the OCC with Protestant's comments, and the OCC did not file any comments with respect to this proposal.

ROBERT DEV. FRIERSON Associate Secretary of the Board

BB&T Corporation Winston-Salem, North Carolina

Order Approving the Acquisition of a Bank Holding Company

BB&T Corporation, Winston-Salem, North Carolina ("BB&T"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board' s approval under section 3 of the BHC Act (12 U.S.C. [sections] 1842) to acquire Premier Bancshares, Inc., Atlanta, Georgia ("Premier"), and its four wholly owned subsidiary depository institutions: Premier Bank, Atlanta; Bank Atlanta, Decatur; Farmers and Merchants Bank, Summerville; and Milton National Bank, Roswell, all in Georgia.

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (64 Federal Register 55,291 (1999)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act. BB&T, with total consolidated assets of $39.2 billion, operates depository institutions in North Carolina, Georgia, South Carolina, Maryland, Kentucky, Virginia, and West Virginia. BB&T is the eighth largest depository institution in Georgia, controlling deposits of $1.5 billion, representing approximately 1.7 percent of total deposits in insured depository institutions in the state ("state deposits").(1) Premier, with total consolidated assets of $1.5 billion, is the ninth largest depository institution in Georgia, controlling deposits of $1.3 billion, representing approximately 1.6 percent of state deposits. After consummation of the proposal, BB&T would remain the eighth largest depository institution in Georgia, controlling deposits of $2.8 billion, representing approximately 3.3 percent of state deposits.