STATE OF FLORIDA

DIVISION OF ADMINISTRATIVE HEARINGS

IN THE MATTER OF: )

Application for Acquisition of )

Control of ESPIRITO SANTO BANK ) CASE NO. 94-6338

OF FLORIDA, Miami, Florida, by ) FERNANDO MONIZ GALVAO ESPIRITO ) SANTO SILVA and MANUEL MONIZ ) GALVAO ESPIRITO SANTO SILVA. )

)

REPORT OF PUBLIC HEARING

Pursuant to Section 120.60(5)(d), Florida Statutes, a public hearing was conducted by Susan B. Kirkland, a duly designated Hearing Officer, of the Division of Administrative Hearings, on February 7, 1995, in Miami and Tallahassee, Florida, by video teleconference.

APPEARANCES

For Applicants: Robert W. Stewart, Esquire

Robert W. Stewart, P.A.

1395 Brickell Avenue, Third Floor Miami, Florida 33131

For Respondent: Jeffrey D. Jones, Esquire

Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350 PRELIMINARY STATEMENT

On September 21, 1994, the Department of Banking and Finance (Department) received an application to acquire control of Espirito Santo Bank of Florida, Miami, Florida, by Manuel Fernando Moniz Galvao Espirito Santo Silva and Fernando Moniz Galvao Espirito Santo Silva.

On November 8, 1994, the Department referred the matter to the Division of Administrative Hearings by letter from counsel from the Department.

Accompanying the letter was a copy of the administrative notice of public hearing issued by the Department on October 7, 1994, and a copy of the public portion of the application.

The matter was directed to the undersigned to conduct a public hearing pursuant to Section 120.60(5)(d), Florida Statutes. Such hearing was held on February 7, 1995, by video teleconference in Miami and Tallahassee, Florida.

The applicants presented the testimony of Manuel Fernando Moniz Galvao Espirito Santo Silva, Eric Buermann, Fernando Moniz Galvao Espirito Santo Silva, and Bernard Mollet. The Department presented no witnesses. The Department's Exhibit 1 was admitted into evidence.

The record was held open until March 9, 1995. The parties were given ten days from the close of the record to submit proposed reports. A transcript was filed on February 27, 1995. The applicants filed a Proposed Report on March 8, 1995.

FINDINGS OF FACT

1. On September 21, 1994, the Department of Banking and Finance (Department) received an application to acquire control of Espirito Santo Bank of Florida (the Bank) in Miami, Florida, by Fernando Moniz Galvao Espirito Santo Silva and Manuel Moniz Galvao Espirito Santo Silva, who are citizens of Portugal.

   
   

2. By notice published October 7, 1994, in the Florida Administrative Weekly, the Department complied with the provisions of Section 120.60(5)(a), Florida Statutes, by giving notice of the filing of the subject application and according any person the right to request a hearing by filing a petition with the Department within 21 days of publication of the notice. Since the subject application involved the acquisition of control of a bank by foreign nationals, the Department did, on November 8, 1994, refer the matter to the Division of Administrative Hearings to conduct a public hearing as mandated by Section 120.60(5)(d), Florida Statutes.

   
   

3. The applicants provided notice of the public hearing as required by Section 120.60(5)(d), Florida Statutes.

   
   

4. Each of the applicants appeared at the public hearing.

   
   

5. Espirito Santo Bank of Florida is a commercial bank chartered under the laws of the State of Florida. The applicants seek authority for acquisition of control of the Bank via acquisition of a total of 2,697,102 shares of the voting shares of the Bank representing 84.58 percent of total outstanding voting shares, which are, in part, the Residue of the estate of the applicants' deceased father, Manuel Ricardo Espirito Santo Silva.

   
   

6. The applicant, Manuel Fernando Moniz Galvao Espirito Santo Silva, has extensive experience and training in banking and is currently employed as manager of the branch of Banco Espirito Santo e' Comercial de Lisbona in London. As manager of that branch, he is responsible for assets of approximately One Billion Seven Hundred Million Dollars ($1,700,000,000.00). He is well regarded in the international banking community.

   
   

7. The applicant, Fernando Moniz Galvao Espirito Santo Silva, also has extensive experience in banking. He is currently the manager of private banking for Compainge Financiere Espirito Santo, S.A., in Lausanne, Switzerland, where he has under his control assets amounting to approximately Two and One Half Billion Dollars ($2,500,000,000.00). He is known to the Swiss banking community where he enjoys a reputation as a competent banker.

   
   

8. The applicants enjoy a reputation of integrity and have demonstrated that they possess the requisite experience and financial responsibility to control the affairs of the Bank. The applicants' acquisition of control of the Bank would not be prejudicial to the interests of the Bank, its other shareholders, or the public at large.

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

SUSAN B. KIRKLAND

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 21st day of March, 1995.

COPIES FURNISHED:

Jeffrey D. Jones, Esquire Albert T. Gimbel, Esquire Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

Robert W. Stewart, Esquire

1395 Brickell Avenue, Third Floor Miami, Florida 33131

Honorable Robert F. Milligan Comptroller, State of Florida Department of Banking and Finance The Capitol, Plaza Level Tallahassee, Florida 32399-0350

Harry Hooper General Counsel

Department of Banking and Finance Room 1302, The Capitol Tallahassee, Florida 32399-0350

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

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

STATE OF FLORIDA DEPARTMENT OF BANKING AND FINANCE

DIVISION OF BANKING

IN THE MATTER OF:

Application for Acquisition Administrative Proceedings of Control of ESPIRITO SANTO No.: 3319-B-10/94

BANK OF FLORIDA, Miami, DOAH Case No.: 94-6338

Florida, by FERNANDO MONIZ GALVAO ESPIRITO SANTO SILVA and MANUEL NONIZ GALVAO ESPIRITO SANTO SILVA.

/

FINDINGS OF FACT CONCLUSIONS OF LAW

AND FINAL ORDER

Having considered the facts and information contained in: (1) the Application to acquire Espirito Santo Bank of Florida (2) the Report of Public Hearing issued by Hearing Officer Susan B. Kirkland, dated March 21, 1995; and

1. the record of those proceedings with exhibits, the Comptroller of the State of Florida as Head of the Department of Banking and Finance, hereby renders this Final Order.

   
   

   FINDINGS OF FACT

   
   

   1. The Findings of Fact set forth in the Report of Public Hearing, dated March 21, 1995, issued by Hearing Officer Susan B. Kirkland, are attached as Exhibit 'A', incorporated by reference as if fully set forth herein, and adopted.

CONCLUSIONS OF LAW

1. The statutory criteria as set forth in Chapter 658, Florida Statutes, 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. Section 658.28(1), Florida Statutes, provides in pertinent part:

The [D]epartment shall issue a certificate

of approval only after it has made an investi gation 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 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

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

1. Notice shall be provided to the Division of Banking when transfer of the shares is accomplished.

   
   

2. Consumation of the acquisition will conform with all requirements of Federal law.

   
   

3. 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 in the meantime, a request for extension of time has been requested by the applicant and granted by the Department.

   
   

4. 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 or suspend or withdraw this approval.

In taking this action, the Department has relied upon the representations and commitments made by the applicant in this application as well as representations made in the Findings of Fact and Report. Every effort should be made to meet those representations and commitments.

DONE AND ORDERED in Tallahassee, Leon County, Florida, this 20th 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

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 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 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. Certified Mail, Return Receipt Requested, to Robert W. Stewart, Esquire, Attorney at Law, 1395 Brickell Avenue, Third Floor, Miami, Florida 33131, this 20th day of April, 1995.

ROBERT BEITLER

Chief Counsel

Office of the Comptroller The Capitol, Suite 1302

Tallahassee, Florida 32399-0350

(904) 488-9896

Docket for Case No: 94-006338

Orders for Case No: 94-006338