STATE OF FLORIDA

DIVISION OF ADMINISTRATIVE HEARINGS

In the Matter of: )

)

Application for Acquisition )

of Control of Transflorida )

Bank of Palm Beach, Boca Raton, ) CASE NO. 90-2995 Florida, by Euroholdings, Inc., )

)

Applicant. )

)

REPORT OF PUBLIC HEARING

Pursuant to Section 120.60(5)(d), Florida Statutes, a public hearing was conducted by Larry J. Sartin, a duly designated Hearing Officer of the Division of Administrative Hearings, on January 14, 1991, in Boca Raton, Florida.

APPEARANCES

For the Applicants: Lewis N. Brown, Esquire

GILBRIDE, HELLER & BROWN, P.A.

15th Floor, One Biscayne Tower

2 South Biscayne Boulevard Miami, Florida 33131

For the Office of

Comptroller: Patricia E. Davenport Assistant General Counsel Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350 PRELIMINARY STATEMENT

In April, 1990, Euroholdings, Inc., filed an Application to the Florida Department of Banking and Finance (hereinafter referred to as the "Application"), seeking approval of the direct acquisition of Transflorida Bank of Palm Beach pursuant to Section 658.28, Florida Statutes. Mr. Antonio Marques, a citizen of Portugal, is a principal of Euroholdings, Inc.

On May 17, 1990, the Department of Banking and Finance, Division of Banking (hereinafter referred to as the "Department"), referred the matter to the Division of Administrative Hearings by letter. Accompanying the letter was a copy of an Administrative Notice of Public Hearing issued by the Department on May 17, 1990, and a copy of the Application filed with the Department.

The matter was assigned to the undersigned to conduct a public hearing pursuant to Section 120.60(5)(d), Florida Statutes. Toward this end the parties were contacted by telephone to determine the date and place of the public hearing. It was agreed that the public hearing would be conducted on January 14, 1991, in Boca Raton, Florida.

THE PUBLIC HEARING

Notice of the public hearing was provided by the Applicant as required by Section 120.60(5)(d), Florida Statutes.

The public hearing convened on January 14, 1991. No member of the public indicated any desire to present evidence at the public hearing.

Mr. Antonio Marques was present at the public hearing.

DONE and ENTERED this 17th day of January, 1991, in Tallahassee, Florida.

LARRY J. SARTIN

Hearing Officer

Division of Administrative Hearings The DeSoto Building

1230 Apalachee Parkway

Tallahassee, Florida 32399-1550

(904) 488-9675

Filed with the Clerk of the Division of Administrative Hearings this 17th day of January, 1991.

COPIES FURNISHED:

Lewis N. Brown, Esquire

15th Floor, One Biscayne Tower

2 South Biscayne Boulevard Miami, Florida 33131

Patricia E. Davenport Assistant General Counsel Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

Honorable Gerald Lewis Comptroller, State of Florida The Capitol

Tallahassee, Florida 32399-0350

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AGENCY FINAL ORDER

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STATE OF FLORIDA DEPARTMENT OF BANKING AND FINANCE

DIVISION OF BANKING

IN RE:

Application for Acquisition of Control of TRANSFLORIDA

BANK OF PALM BEACH, Boynton DOAH Case No.: 90-2995

Beach, Florida, by Administrative Proceeding

EUROHOLDINGS, INC., Number: 2767-B

Applicant.

/

FINDINGS OF FACT, CONCLUSIONS OF LAW AND FINAL ORDER

After having considered the facts and information contained in the application to acquire Transflorida Bank of Palm Beach, Boynton Beach, Florida, by Euroholdings, Inc., the Report of Public Hearing issued by Hearing Officer Larry J. Sartin, dated January 17, 1991, and the record of those proceedings with exhibits, the Comptroller of the State of Florida as head of the Department of Banking and Finance, (hereinafter "Department"), hereby renders this Final Order.

FINDINGS OF FACT

1. The findings of fact set forth in the Report of Public Hearing, dated January 17, 1991, issued by Hearing Officer Larry J. Sartin, are attached as exhibit "A" and incorporated herein by reference.

   
   

2. The Department makes the following additional findings of fact:

   
   

   1. Transflorida Bank of Palm Beach and Transflorida Bank, Cooper City, while maintaining separate charters, are affiliated through common shareholders and boards of directors. As a part of this proposed change of control, Transflorida Bank, Cooper City, Florida,has submitted applications to the Department and the Federal Deposit Insurance Corporation, for approval to establish the Boynton Beach and Wellington offices of Transflorida Bank of Palm Beach as branches. Those applications were approved on July 16, 1990, and September 6, 1990, respectively.

      
      

   2. On May 4, 1990, Transflorida Bank of Palm Beach notified the Department of its intent to redesignate the bank's main office with the Boca Raton Branch, located at 190 West Camino Real, Boca Raton, Florida. That redesignation is being considered simultaneously with the proposed change of control.

   3. The application indicates that none of the existing management or board of directors of Transflorida Bank of Palm Beach will remain after the acquisition.

      
      

   4. The new Board will consist of the following individuals: Antonio Marques, Joseph T. Theriaga, Fernando R. Santos, Duane Kujawa, and Andrew S. Ferrera. Mr. Theriaga is proposed as President and Chief Executive Officer; Mr. Santos as Cashier, Executive Vice President, and Chief Operations Officer. The Department's Investigative Unit conducted complete background investigations on these individuals.

      
      

   5. The acquisition will be accomplished through a sale of stock for cash in the approximate amount of $6.00 per share. Applicant has indicated that approximately $475,000 over and above the stock purchase price will be added to capital.

      
      

      CONCLUSIONS OF LAW

      
      

3. The statutory criteria set forth in Chapter 658, Florida Statutes (1989), are the standards which govern this application. When an application for authority to purchase or acquire a controlling interest in any state bank or trust company is filed, it is the applicant's responsibility to prove that the statutory and regulatory criteria warranting the grant of authority are met. It is the duty of the Department to make an evaluation of the factors listed therein and then to approve or disapprove the application.

   
   

4. Section 658.28(1), Florida Statutes (1989), provides in pertinent part that:

   
   

   The Department shall issue a certificate of approval only after it has made an investigation and

   determined that the proposed new owner or owners of the interest are qualified by reputation, character, experience, and financial responsibility to control and operate the bank or trust company in a legal and proper manner, and that the interests of the other stockholders, if any, and the depositors and the creditors of the bank or trust company and the interests of the public generally will not be jeopardized by the proposed change in ownership, controlling interest, or management.

   
   

   FINAL ORDER

   
   

5. Based upon the foregoing Record, Findings of Fact, and Conclusions of Law, it is hereby ORDERED that the application referenced herein be APPROVED, subject to the following conditions:

   
   

   1. That notice be provided to the Division of Banking when transfer of the shares and the redesignation are accomplished;

      
      

   2. That consummation of the acquisition will conform with all the requirements of federal law;

      
      

   3. That the Federal Reserve Bank of Atlanta approves the formation of the holding company and change of control;

   4. This order shall constitute the certificate of approval of the Comptroller as head of the Department of Banking and Finance, authorizing the proposed change in control. This certification shall expire six (6) months from today, unless prior to expiration, a request for an extension of time has been requested by the applicant and granted by the Department; and

      
      

   5. Until the acquisition has been completed, or if any interim development is deemed by the Department to warrant such action, the Department shall have the right to alter, suspend or withdraw this approval.

   
   

6. In taking this action the Department has relied upon the representations and commitments made by the applicant in this application. Every effort should be made to meet such representations and commitments, and the Division of Banking must be advised of the steps being taken to comply with the conditions imposed in this Order.

DONE AND ORDERED in Tallahassee, Leon County, Florida, this 30th day of January, 1991.

GERALD LEWIS, Comptroller and Head of the Department of Banking and Finance, Division of Banking

NOTICE OF RIGHT TO JUDICIAL REVIEW

A party who is adversely affected by this Final Order is entitled to judicial review pursuant to Section 120.68, Florida Statutes. Review proceedings are governed by the Florida Rules of Appellate Procedure. Such proceedings are commenced by filing one (1) copy of a Notice of Appeal first with the agency clerk of the Division of Administrative Hearings and a second copy, accompanied by filing fees prescribed by law, with the District Court of Appeal, First District, or with the District Court of Appeal in the appellate district where the party resides. The Notice of Appeal must be filed within thirty (30) days of rendition of the order to be reviewed.

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the

foregoing Findings of Fact, Conclusions of Law, Final Order and Notice of Rights has been docketed with the Clerk of the Department and served by U. S. Mail, to Lewis N. Brown, Esq., Gilbride, Heller & Brown, P. A., One Biscayne Tower, 15th Floor, 2 South Biscayne Boulevard, Miami, Florida 33131, this 30th day of January, 1991.

Patricia E. Davenport Assistant General Counsel Office of Comptroller

The Capitol, Suite 1302 Tallahassee, Florida 32399-0350

(904) 488-9896

cc: Lewis N. Brown, Esq.

Gilbride, Heller & Brown, P. A. One Biscayne Tower, 15th Floor

2 South Biscayne Boulevard Miami, Florida 33131

Board of Directors, Transflorida Bank of Palm Beach Federal Reserve Bank of Atlanta, Atlanta, Georgia Federal Deposit Insurance Corporation, Atlanta, Georgia Bureau of Bank Examinations

Bureau of Research, Planning & Staff Development Clerk, Legal Division

Docket for Case No: 90-002995

Orders for Case No: 90-002995