State of Kansas
State Bank Commissioner
Special Order 1996-1
This order, is hereby issued this 25th day of January, 1996 by the Kansas State Bank Commissioner (commissioner) pursuant to K.S.A. 9-1715, as amended.
Whereas, the Comptroller of the Currency has ruled that a national bank's acquisition of the stock of a federally insured financial institution or holding company is incidental to the business of banking provided such stock acquisition is incidental to an authorized reorganization that occurs nearly simultaneously with the acquisition of the stock; and,
Whereas, pursuant to 12 C.F.R. § 5.34, a national banking association may establish a wholly owned subsidiary for the purpose of engaging in activities which are a part of or incidental to the business of banking; and,
Whereas, a Kansas national bank is authorized to establish a wholly owned subsidiary for the purpose of acquiring the stock of a federally insured financial institution or holding company provided such stock acquisition is incidental to an authorized reorganization that occurs nearly simultaneously with the acquisition of the stock; and,
Whereas, no provision of Kansas law presently allows a Kansas state bank to establish a wholly owned subsidiary for the purpose of acquiring the stock of a federally insured financial institution or holding company; and,
Whereas, Emprise Bank, Wichita, Kansas, has requested authority to establish a wholly owned subsidiary for the purpose of acquiring the stock of WFS Bancorp, Inc., Wichita, Kansas, a holding company, which owns 100% of Wichita Federal Savings and Loan Association, Wichita, Kansas; and,
Whereas, the establishment of the wholly owned subsidiary by Emprise Bank is proposed for the purpose of effectuating an authorized reorganization, namely the merger of Wichita Federal Savings and Loan Association with and into Emprise Bank, such reorganization to occur within 24 hours of the acquisition of the WFS Bancorp, Inc. stock by Emprise Bank, by means of the wholly owned subsidiary of Emprise Bank being merged with and into WFS Bancorp, Inc.; and,
Whereas, K.S.A. 9-1715, as amended, grants to the commissioner "... the power to authorize any ... state bank[s] to engage in any activity in which such banks could engage were they operating as national banks at the time such authority is granted..."; and,
Whereas, the Commissioner deems the issuance of this special order to be reasonably required to preserve the welfare of state banks and to promote competitive equality of state banks and national banking associations;
It is therefore ordered, that Emprise Bank, Wichita, Kansas, may establish a wholly owned subsidiary for the purpose of acquiring the stock of WFS Bancorp, Inc., Wichita, Kansas, a holding company, which owns 100% of Wichita Federal Savings and Loan Association, Wichita, Kansas;
It is further ordered, that the parent bank shall own 100% of the stock of the subsidiary, and the subsidiary shall be established for the sole purpose of effectuating the merger of Wichita Federal Savings and Loan Association with and into Emprise Bank, such reorganization to occur within 24 hours of the acquisition of the WFS Bancorp, Inc. stock by Emprise Bank, by means of the wholly owned subsidiary of Emprise Bank being merged with and into WFS Bancorp, Inc.;
It is further ordered, that pursuant to K.S.A. 9-1715(b), as amended, the terms of this special order shall become effective January 25 , 1996 and shall remain in full force and effect until amended or revoked by the State Bank Commissioner.
It is so ordered.
State Bank Commissioner
W. Newton Male
