STATE OF FLORIDA

DIVISION OF ADMINISTRATIVE HEARINGS

IN THE MATTER OF: )

Application for Authority to ) Organize COLUMBUS TRUST COMPANY, )

Miami, Dade County, Florida, ) CASE NO. 94-6306 (a proposed new trust company), )

)

Applicant. )

)

REPORT OF PUBLIC HEARING

Pursuant to notice, the Division of Administrative Hearings, by its designated Hearing Officer, Joyous D. Parrish, held a public hearing in the above-styled case on January 11, 1995, in Miami, Florida.

APPEARANCES

For Columbus Rod Jones

Trust Company: Shutts & Bowen

20 North Orange Avenue, Suite 1000 Orlando, Florida 32801

For the Department: Jeffrey D. Jones

Albert T. Gimbel

Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350 STATEMENT OF THE ISSUES

The purpose of the public hearing was to afford public comment on the application for authority to organize Columbus Trust Company, a proposed new trust company to be located in Miami, Dade County, Florida.

PRELIMINARY STATEMENT

This matter was referred to the Division of Administrative Hearings on November 8, 1994, when the Department of Banking and Finance, Division of Banking (Department) filed a petition for public hearing. The petition alleged that the Department had received an application to organize a proposed new trust company, the Columbus Trust Company, to be located in Miami, Dade County, Florida, and that individuals associated with that entity are foreign nationals.

Section 120.60(5)(d), Florida Statutes, provides:

In the case of every application for license to establish a new bank, trust company, or capital stock savings association in which a foreign national proposes to own or control 10 percent or more of any class of voting securities, and in the case of every application by a foreign national for approval to acquire control of a bank, trust company, or capital stock savings association, the Department of Banking and Finance shall request that a public hearing be

conducted pursuant to s. 120.57. Notice of such hearing shall be published by the applicant as provided in paragraph (b). The failure of any such foreign national to appear personally at the hearing shall be grounds for denial of the application. Notwithstanding the provisions of subsection (2) and paragraph (c), every application involving a foreign national shall be approved or denied within 1 year after receipt of the original application or any timely requested additional information or the correction of any errors or omissions, or within

30 days after the conclusion of the public hearing on the application, whichever is later.

Section 658.21, Florida Statutes, lists six criteria to be established in order for the Department to approve an application to organize a trust company. In support of its application, Columbus Trust Company and the Department have submitted confidential and public portions of the applicant's file. Those documents have been identified in the record as Exhibits A and B, respectively.

Further, at the public hearing, the following witnesses testified in support of the application: W. Bruce Ricca, a specialist employed by the Department; Arturo Vinueza, the proposed chief operating officer and director for Columbus Trust Company; and Richard Hunt, a consultant whose company prepared the economic and demographic information in support of the application.

No one spoke in opposition to the application. At the Department's request, the record of the public hearing has been held open pending an investigative report and the proof of publication for the public hearing.

The transcript of the proceeding was filed on January 23, 1995. By order entered January 24, 1995, the parties were to file the proof of publication together with a statement regarding the outstanding investigative report on or before 5:00 p.m., February 24, 1995. Additionally, should the investigative report not be completed in order to make the deadline set forth above, the Department was required to state why, as a matter of law, the report of the public hearing should not be filed.

On February 21, 1995, the Department and the organizers of the trust company filed a joint stipulation and proposed findings of fact. Pertinent findings from that document are included in the findings set forth below. The proof of publication was submitted and attached to the joint stipulation as exhibit 1.

On February 22, 1995, the Department filed its statement regarding the outstanding investigative report and represented that it has not received the background investigations for certain of the individuals involved in this matter. Moreover, the statement concluded:

Despite our good faith attempts to conclude this matter the Department is not presently in a position where they can definitively provide a date upon which the solicited background information will be forthcoming.

The Department provided no argument as to why, as a matter of law, the public record should not be deemed closed. Accordingly, the public record is hereby closed, and this report of the public hearing is hereby submitted to the agency for appropriate action.

FINDINGS OF FACT

1. On December 30, 1993, the Department received an application to organize a proposed new trust company to be located in Miami, Dade County, Florida, and to be called Columbus Trust Company (Columbus).

   
   

2. Four individuals to be associated with Columbus are foreign nationals:

   
   

   1. Arturo Vinueza and Mario Yepes are proposed board of directors members; and

   2. Catalina Landes and Pedro Ycaza are major stockholders of Columbus.

      
      

3. All other directors and stockholders of Columbus are citizens of the United States. They are: Charles C. Hardwick, III, Michael Hollihan, and Timothy S. Reed.

   
   

4. All of the individuals listed in paragraphs 2 and 3 attended the public hearing.

   
   

5. Mr. Vinueza is the proposed chief executive officer for Columbus. He is a graduate of the University of Miami and has more than thirteen years of banking and trust experience. Mr. Vinueza has served as manager or managing director of Citibank, N.A., Quito, Ecuador; Banco Popular International, Nassau; The Jersey Private Bank and Trust, Nassau; and Banco Popular del Ecuador, Miami Agency.

   
   

6. Charles C. Hardwick, III, a proposed director, is a graduate of the University of Colorado, College of Law. He has more than twelve years of experience in international finance.

   
   

7. Timothy S. Reed, a proposed director, is a graduate of Dartmouth College, and is a career banker, having retired from Citibank, N.A., New York, after more than thirty years of continuous service. He has served as general manager of Banco Popular del Ecuador, Miami Agency, for the past three years.

   
   

8. Michael Hollihan, a proposed director who will serve as chief investment officer, has a degree in economics from the University of Wisconsin. He has completed graduate course work in economics at the University of South Carolina, and has been engaged in the business of international trade, finance and investments for more than twenty years. Mr. Hollihan was previously employed by Banco Central del Ecuador. For the past four years he has served as President of JPBT Advisors, Inc. in Miami.

   
   

9. Mario Yepes, a proposed director, also has a degree in economics and was a teacher at the university of Colombia. He worked for a number of years for Bank of America, both in Miami and in Venezuela.

   
   

10. Catalina Echevaria Landes, a major stockholder, is a business woman and interior designer. She has her own business located in Miami.

    
    

11. Pedro Ycaza, a major stockholder, has a degree in business from a university in Ecuador. He worked for various banks in Ecuador for a number of years before joining Banco Popular in 1986.

12. The Applicants seek to organize Columbus to provide trust services and investment management services to individuals having business or personal interests in the Miami area, and to JPBT Advisors, Inc.

    
    

13. JPBT Advisors, Inc. advises certain mutual funds specializing in international investments. The Applicants propose to expand such services gradually to include private banking and investment management services to international investors residing or doing business in Miami and Dade County, Florida.

    
    

14. The existing business of JPBT Advisors, Inc., which has annual revenues of approximately $3 million, will contribute to the income of Columbus during its initial period of operations as the bank develops its personal trust and investment management business.

    
    

15. The proposed board of directors consists of individuals having many years of banking and business experience in the areas of international finance and asset management. Both Mr. Vinueza, the proposed chief executive officer, and Mr. Reed, a proposed outside director, have had direct experience as officers of financial institutions within the past three years and are presently employed in such capacities.

    
    

16. The initial capital for Columbus will be $2 million.

    
    

17. The initial capitalization of Columbus is adequate in relation to is proposed business activities.

    
    

18. The corporate name of Columbus is reserved with the Department of State.

    
    

19. Columbus will have suitable quarters in the Barnett Bank building located at 701 Brickell Avenue, Miami.

    
    

20. Columbus' application was prepared by Richard Hunt, a financial consultant, who has been engaged in the business of providing such consulting services to organizing financial institutions for more than 25 years.

    
    

21. The economic study and demographic analysis of the market for fiduciary services in Dade County, prepared by Mr. Hunt, concluded that the organization of Columbus will serve the convenience and advantage of its expected clients.

    
    

22. The local conditions in Miami are favorable to Columbus' business plan.

DONE AND ENTERED this 7th day of March, 1995, in Tallahassee, Leon County, Florida.

JOYOUS D. PARRISH

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 7th day of March, 1995.

APPENDIX TO REPORT OF PUBLIC HEARING, CASE NO. 94-6306

All proposed findings of fact were submitted by stipulation of the Department and Columbus.

COPIES FURNISHED:

Hon. Robert F. Milligan Comptroller, State of Florida The Capitol, Plaza Level Tallahassee, Florida 32399-0350

Harry Hooper, General Counsel Department of Banking and Finance The Capitol-Room 1302

Tallahassee, Florida 32399-0350

Rod Jones

Shutts and Bowen

20 North Orange Avenue, Suite 1000 Orlando, Florida 32801

Albert T. Gimbel Chief Banking Counsel

Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

Jeffrey D. Jones Assistant General Counsel Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

================================================================= AGENCY FINAL ORDER

=================================================================

STATE OF FLORIDA DEPARTMENT OF BANKING AND FINANCE

DIVISION OF BANKING

IN RE:

Application for Authority to

Organize a State Chartered Trust Administrative Proceeding Company to be located at Number: 3328-B-11/94

701 Brickell Avenue, Miami, DOAH Case Number: 94-6306 Dade County, Florida

(Columbus Trust Company)

/

FINDINGS OF FACT, CONCLUSIONS OF LAW AND FINAL ORDER

Having considered the facts and information contained in the application for authority to organize and operate Columbus Trust Company (Applicant), 1 have determined that the Applicant has met all six (6) statutory criteria set forth in Section 658.21, Florida Statutes, or can meet those criteria by complying with specific conditions.

Accordingly, the application is approved, subject to the conditions specified herein.

FINDINGS OF FACT

The pertinent facts relating to the application are accepted by the Department as set forth by the Applicant. Approval of the application is based upon the following factual circumstances:

1. The Findings of Fact set forth in the Report of Public Hearing, dated March 7, 1995, issued by Joyous D. Parrish, are attached as Exhibit "A" and incorporated herein by reference.

   
   

2. Application to organize Columbus Trust Company was filed with the Department on December 30, 1993.

   
   

3. The corporate name proposed and reserved with the Department of State is Columbus Trust Company.

   
   

4. The proposed address is 701 Brickell Avenue, Miami, Dade County, Florida.

   
   

5. The Applicant has proposed Arturo J. Vinueza as President and Chief Executive Officer of the Trust Company.

   
   

6. The Applicant has proposed Mario Yepes as Senior Trust Officer of the Trust Company.

7. The proposed Board of Directors is as follows:

   
   

   Charles C. Hardwick, III Arturo J. Vinueza Berkshire, England Miami, Florida

   
   

   Michael A. Hollihan Pedro R. Ycaza

   Miami, Florida Guayaguil, Ecuador

   
   

   Catalina E. Landes Mario Yepes

   Quito, Ecuador Miami, Florida

   
   

   Timothy S. Reed Miami, Florida

   
   

8. The Proposed Directors of Columbus Trust Company will subscribe to all of the stock of the Trust Company.

   
   

9. Applicant proposes to sell 200,000 shares of common stock for 10.00 per share, producing $2,000,000 from proceeds of the sale. Applicant proposes to allocate net capital funds of $2,000,000 as follows:

   
   

   Paid-in Capital (200,000 shares of $5.00 par value) $1,000,000 Paid-in Surplus (at least 20 percent of Common stock) 900,000 Undivided Profits (at least 5 percent of Common Stock) 100,000 Total Capital Accounts $2,000,000

   
   

10. Timothy S. Reed and Pedro R. Ycaza have direct financial institution experience within three (3) years of the date of the subject application, as provided by Subsection 658.21(4), Florida Statutes.

    
    

11. Total shares authorized to be issued is 200,000 shares.

CONCLUSIONS OF LAW

The statutory criteria set forth in Chapter 658, Florida Statutes, are the standards which govern this application. Chapter 3C-105.200, Florida Administrative Code, contains the rules under which this application was considered. As set forth in Rule 3C-105.206, Florida Administrative Code, when an application for authority to organize and operate a new state trust company is filed, it is the applicant's responsibility to prove that the statutory criteria that warrant the granting of authority are met. The Department shall conduct an investigation pursuant to Section 658.20, Florida Statutes, and then approve or deny the application at its discretion. This discretion is neither absolute nor unqualified, but is instead conditioned upon a consideration of the six (6) criteria listed in Section 658.21, Florida Statutes. If, in the opinion of the Department, any one (1) of the six (6) criteria has not been met and cannot be remedied by the applicant, it cannot approve the application. A more particularized statement of the Department's policy can be found set forth in length in Rule 3C-105.206, Florida Administrative Code.

Section 658.21, Florida Statutes, provides that the Department shall approve the application if it finds that the following six (6) criteria are met:

1. public convenience and advantage will be promoted by the establishment of the proposed trust company; and local conditions indicate reasonable promise of successful operation for the proposed trust company and those financial institutions already established in the primary service area; (2) the proposed capital structure is adequate; (3) the proposed capital structure is in such

   form as the department may require; (4) the proposed officers have sufficient financial institution experience, ability, standing, and reputation and the proposed directors have sufficient business experience, ability, standing, and reputation to indicate reasonable promise of successful operation; (5) the corporate name of the proposed trust company is reserved with the Department of State; and (6) provision has been made for suitable quarters at the location specified in the application.

   
   

   FINAL ORDER

   
   

   Based upon the foregoing Findings of Fact and Conclusions of Law, it is hereby ordered that the application referenced herein is approved subject to the following conditions:

   
   

   1. The Board of Directors shall be composed of those members cited in this Order. Any changes in the composition of this Board of Directors shall be submitted to the Department for its prior approval. The addition of any new directors will require submission of biographical and financial data and should be submitted to the Department at least ninety (90) days prior to the trust company's intended opening date.

      
      

   2. The President and Chief Executive Officer shall be Arturo J. Vinueza.

      
      

   3. The Senior Trust Officer shall be Mario Yepes.

      
      

   4. The name of the proposed trust company shall be Columbus Trust Company.

      
      

   5. After the payment of all organization and preopening expenses and allowance for accounts payable and deferred expenses, the trust company shall have total capital accounts of not less than $2,000,000 on opening day, of which not less than $1,000,000 shall be allocated to paid-in capital and other capital accounts of not less than $1,000,000 (allocated in accordance with Subsection 658.21(3(a), (b) and (c), F. S.), unless a reduction of these amounts has been specifically approved by the Department. All capitalized expenses must be supported by a statement from the trust company's accountants of their eligibility for capitalization under generally accepted accounting principles and practices. If applicable, authorized but unissued shares shall be issued in compliance with Subsection 658.34(4), Florida Statutes.

      
      

   6. Within three (3) months of the date of this Order, Applicant shall submit to the Department the original executed Articles of Incorporation, in the form prescribed by the Department, together with the filing fee due to the Department of State under Section 607.0122, Florida Statutes.

      
      

   7. The trust company shall open within six (6) months after filing of the Articles of Incorporation with the Department of State. This requirement may be subject to one six-month extension upon written request to the Department, as provided by Subsection 658.25(1), Florida Statutes.

      
      

   8. No later than six (6) months from commencement of corporate existence, and at least 30 days prior to the issuance of stock, Applicant shall file with the Department a complete and final list of subscribers to all of the stock, as required by Subsection 658.235(1), Florida Statutes, together with a copy of the stock subscription agreement executed by each subscriber.

      
      

   9. Any person who, together with related interests, subscribes to 10 percent or more of the stock, shall submit biographical and financial data to

      the Department for approval, as provided by Subsection 658.235(2), Florida Statutes. Any approved director or officer not previously approved to acquire

      10 percent or more of the stock will also have to be submitted for approval, however, new biographical and financial data will not generally be required.

      
      

   10. At such time as subscriptions for stock have been fully paid and stock certificates issued, but no later than thirty (30) days prior to its intended opening date, Applicant shall file with the Department a certification that the entire capital accounts have been fully and unconditionally paid in cash and that valid assets representing such total capital accounts are held by the trust company, as required by Subsection 658.235(3), Florida Statutes.

       
       

   11. An accounting of the organization expenses be provided to the subscribers and to the Department when the call for payment of stock subscriptions is made, as provided in Rule 3C-105.205(1), Florida Administrative Code.

       
       

   12. Evidence be submitted at least thirty (30) days prior to the trust company's opening confirming that the trust company has obtained fidelity insurance protection which includes coverage of active officers and directors and excess employee dishonesty.

       
       

   13. At least thirty (30) days prior to the intended opening date, Applicant shall notify the Department of its proposed opening date and confirm its compliance with all conditions imposed in the order or orders issued by the Department relating to Applicant.

       
       

   14. A shareholder's meeting must be held after the stock has been issued, but no less than thirty (30) days prior to the intended opening date, and within ten (10) days of this meeting submit minutes of such meeting to the Department, as provided in Section 658.24, Florida Statutes.

       
       

   15. Securities be deposited with or pledged to the State Treasurer as required by Section 660.27, Florida Statutes, prior to commencement of trust services.

       
       

   16. Until the conditions herein specified and other reasonable requirements of the Department are met, or if any interim development is deemed by the Comptroller to warrant such action, the Comptroller shall have the right to alter, suspend, or withdraw this ORDER.

In taking this action, the Department has relied on the representations and commitments made by Applicant in its application and all supplemental information submitted. Every effort should be made to meet these representations and commitments.

Subsequent to the Applicant's compliance with all of the above conditions and at least thirty (30) days prior to the desired opening date, the Department shall be given notice of the proposed opening date. Upon receipt of such notice, the Department shall take the necessary steps to authorize opening of the trust company.

DONE and ORDERED in Tallahassee, Leon County, Florida, this 4th day of April, 1995.

ROBERT F. MILLIGAN, as Comptroller of the State of Florida and Head of the Department of Banking and Finance

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 COPY OF A NOTICE OF APPEAL WITH THE AGENCY CLERK, 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 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, and Final Order has been docketed with the Clerk of the Department and served by U.S. Mail Postage Prepaid, Return Receipt Requested, to Richard P. Hunt, 240 Plant Avenue, Suite 208, Tampa, Florida 33606 and to Rod Jones, Shutts and Bowen, 20 North Orange Avenue, Suite 1000, Orlando, Florida 32801, this 4th day of April, 1995.

ROBERT BEITLE

Chief Counsel

Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

(904) 488-9896

Docket for Case No: 94-006306

Orders for Case No: 94-006306