STATE OF FLORIDA

DIVISION OF ADMINISTRATIVE HEARINGS

In the Matter of: )

)

Application for Acquisition )

of Control of and Merger of ) CASE NO. 90-2996 Plaza Bank of Miami by Plaza )

Merger Company, 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 July 30, 1990, in Miami, Florida.

APPEARANCES

For the Applicants: Raul J. Valdes-Fauli, Esquire

Robert S. Turk, Esquire Randy J. Shaw, Esquire

Suite 3400, One Biscayne Tower

2 South Biscayne Boulevard Miami, Florida 33131-1897

For Respondent: Albert T. Gimbel

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

Tallahassee, Florida 32399-0350 PRELIMINARY STATEMENT

In February, 1990, Plaza Bank of Miami and Plaza Merger Company (hereinafter referred to as the "Applicants"), filed an Application to the Florida Department of Banking and Finance (hereinafter referred to as the "Application"), seeking approval of the merger of Plaza Bank of Miami into Plaza Merger Company pursuant to Section 658.28, Florida Statutes.

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 from counsel for the Department.

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 by the Applicants 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 July 30, 1990, in Miami, Florida. Notice of the public hearing was provided by the Applicants as required by Section 120.60(5)(d), Florida Statutes.

The public hearing convened on July 30, 1990. No member of the public indicated any desire to present evidence during the public hearing. The Applicants were prepared to present a prima facie case to support their entitlement to approval of the Application. The undersigned explained to the parties that the purpose of the public hearing was to allow members of the public to present evidence concerning the Application and not to require the Applicants to present a prima facie case. The undersigned did, however, allow the Applicants to present a brief case.

The Applicants presented the testimony of Eugenio A. Mendoza, Loyd Dollins, Carlos Eduardo Padula, Luisa Elena Mendoza de Pulido and Richard Hunt. Eugenio

1. Mendoza, Luisa Elena Mendoza de Pulido and Jesus Alberto Lauria, the foreign nationals proposing to acquire control of ten percent or more of the bank at issue, were present at the public hearing. The Applicants offered five exhibits which were accepted into evidence without objection. The Department did not call any witnesses or offer any exhibits.

   
   

   Both parties were given an opportunity to file a proposed report. The Applicants filed a proposed report which has been considered by the undersigned. The Department did not file a proposed report.

   
   

   FINDINGS OF FACT

   
   

   1. The Application involves the acquisition of Plaza Bank of Miami by, and its merger into, Plaza Merger Company.

      
      

   2. Plaza Merger Company is a corporation the stock of which is owned by 18 shareholders.

      
      

   3. Three foreign nationals own 40% of the issued and outstanding stock of Plaza Merger Company. The three foreign nationals are citizens and residents of Venezuela.

      
      

   4. During the public hearing, letters of recommendation were submitted concerning the reputation, character, experience and financial responsibility to operate a bank in a legal and proper manner.

      
      

   5. Upon approval of the acquisition and merger of Plaza Bank of Miami, the present management of Plaza Bank of Miami will remain intact. The Board of Directors will consist of Loyd Dollins, William J. Heffernan, Hans C. Mueller, Raul J. Valdes-Fauli and Carlos Eduardo Padula. Present officers of Plaza Bank of Miami who will serve on the Board of Directors after the merger will constitute a majority of the Board.

      
      

   6. The minimum risk-based capital to asset ratio for Plaza Bank of Miami is approximately eight to nine percent. Plaza Bank of Miami has a twelve percent risk-based capital to asset ratio.

      
      

   7. Initially there were 32 prospective purchasers of Plaza Bank of Miami. Of these 32 prospective purchasers, 16 to 20 were provided with proprietary information. Five of those prospective purchasers submitted proposals in writing. Of those, two were allowed to examine the bank further and negotiations with both prospective purchasers were carried on until the proposal of Plaza Merger Company was accepted by the Board of Directors and stockholders of Plaza Bank of Miami. According to Richard H. Hunt, Jr., Esquire, Chairman of the Board of Plaza Bank of Miami, "the bank's method of conducting the sale of

Plaza Bank resulted in the broadest possible exposure of the bank to the market, consistent with the dignity which should characterize sales of financial institutions."

DONE and ENTERED this 2nd day of October, 1990, 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 2nd day of October, 1990.

COPIES FURNISHED TO:

Raul J. Valdes-Fauli, Esquire Robert S. Turk, Esquire

Randy J. Shaw, Esquire

Suite 3400, One Biscayne Tower

2 South Biscayne Boulevard Miami, Florida 33131-1897

Albert T. Gimbel Chief Banking Counsel 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:

Applications for Authority to

Organize Plaza Merger Company, Administrative Proceeding Miami, Florida, as a Successor Number: 2769-B Institution and then to Merge DOAH Case Number: 90-2996 the Successor Institution with

and into Plaza Bank of Miami, Miami, Florida

/

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND FINAL ORDER

After having considered the facts and information contained in the application to organize a Successor Institution and the application to merge the Successor Institution into Plaza Bank of Miami (Applicants), I have determined that the Applicants have met all statutory criteria set forth in Sections 658.26, 658.42 and 658.43, Florida Statutes, or can meet those criteria by complying with specific conditions more particularly described hereafter. Accordingly, the applications are approved, subject to the conditions specified herein.

FINDINGS OF FACT

1. SUCCESSOR INSTITUTION

   
   

   The pertinent facts relating to the application to form a successor institution are accepted by the Department as set forth by the Applicants. Approval of the application is based upon the following:

   
   

   1. The findings of fact set forth in the Report of Public Hearing, dated October 2, 1990, issued by Hearing Officer Larry J. Sartin, are attached as exhibit "A".

      
      

   2. The proposed organization of Plaza Merger Company as a successor institution is for the sole purpose of facilitating a plan of merger and merger agreement involving the merger of Plaza Merger Company with and into Plaza Bank of Miami.

      
      

   3. The successor institution's principal place of business is located at One Biscayne Tower - Suite 3400, Two South Biscayne Boulevard, Miami, Dade County, Florida.

2. MERGER

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

1. The name of the resulting bank will be "Plaza Bank of Miami".

   
   

2. Plaza Bank of Miami is a state-chartered bank with its main office located at 1505 N.W. 167th Street, Miami, Dade County, Florida. It is authorized to operate two (2) branches which are located at 6193 Sunset Drive, South Miami, Dade County, Florida and 41113 Fisher Island Drive, Miami, Dade County, Florida. It is also authorized to operate one (1) loan production office which is located at 501 Brickell Key Drive, Miami, Dade County, Florida.

   
   

3. The Resulting Bank will continue operation at the same location and with the same management as presently exists at Plaza Bank of Miami.

   
   

4. An application has been filed by Plaza Merger Company with the Federal Reserve Bank Board to acquire 100 percent of the outstanding shares of Plaza Bank of Miami.

   
   

5. Applications have also been filed with the Federal Reserve Board to merge Plaza Merger Company and Plaza Bank of Miami.

   
   

6. The formation of Plaza Merger Company and the merger transaction are being effected to enable the acquisition of Plaza Bank of Miami.

   
   

   CONCLUSIONS OF LAW

   
   

7. The statutory criteria set forth in Chapters 655 and 658, Florida Statutes, are the standards which govern these appli- cations. Chapter 3C-14, Florida Administrative Code, contains the rules under which this application was considered. When an application to form a successor institution and an application to merge are filed, it is the applicants' responsibility to prove that the minimum requirements set forth in Sections 658.26, 658.42, and 658.43, Florida Statutes, and Chapter 3C-14, Florida Administrative Code, 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 applications.

   
   

   Rule 3C-14.0112, Florida Administrative Code, provides that an application for authority to organize a successor institution will not be approved until the Department has received a plan of merger and merger agreement, and an application to merge. Such approval will be conditioned on the success of the subsequent merger. Should the application for approval be denied, or should the merger plan and merger agreement fail to receive the requisite shareholder approval, the successor institution's approval will be withdrawn.

   
   

   Section 658.43, Florida Statutes, provides that the Department shall approve the plan of merger and merger agreement if it finds that the following criteria are met: (1) the resulting bank meets all the requirements of state law as to the formation of a new state bank; (2) the capital structure of the resulting bank, including surplus, is adequate; (3) the agreement is fair; and

   (4) the merger is not contrary to public interest.

8. Based upon the foregoing, the Department concludes as a matter of law that the application to organize a Successor Institution and the application to merge the Successor Institution into Plaza Bank of Miami, each satisfy or by complying with the terms of this Order can satisfy the statutory criteria for approval as described herein.

   
   

   FINAL ORDER

   
   

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

   
   

9. That Plaza Merger Company will be organized for the sole purpose of becoming a constituent state bank in the proposed merger of Plaza Bank of Miami and Plaza Merger Company (Successor Institution).

   
   

10. That the Articles of Incorporation for Plaza Merger Company (Successor Institution) are submitted to the Department for approval prior to their filing with the Secretary of State and that a copy of said articles, as certified by the Secretary of State, is filed with the Department.

    
    

11. That the application to acquire 100 percent of the outstanding shares of Plaza Bank of Miami is approved by the Federal Reserve Board.

    
    

12. That the applications to merge Plaza Merger Company and Plaza Bank of Miami are approved by the Federal Reserve Board.

    
    

13. Receipt of certification of approval by the shareholders of each constituent bank by a vote of a majority of the outstanding voting stock at a meeting called to consider such action in accordance with Section 658.44, Florida Statutes. Such certificate shall include information as to whether or not there were any dissenting shareholders.

    
    

14. This approval shall expire six (6) months from this date, unless prior to its expiration a request for an extension of time has been granted by the Department.

    
    

15. After the conditions stated above have been met, the Department will issue a Certificate of Merger. The effective date of the merger will be that date stated in the merger certificate.

    
    

16. Until the conditions stated above, 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 approval.

    
    

17. In taking this action, the Department has relied on the representations and commitments made by Applicants in the application. Every effort must be made to meet these representations and commitments.

DONE AND ORDERED in Tallahassee, Leon County, Florida, this 23rd day of October, 1990.

GERALD LEWIS

Comptroller, State of Florida

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 Raul J. Valdes- Fauli, Valdes-Fauli, Cobb, Petrey & Bischoff, P.A., Suite 3400-One Biscayne Tower, 2 South Biscayne Boulevard, Miami, Florida 33131 this 24th day of

October , 1990.

Albert T. Gimbel Chief Banking Counsel Office of Comptroller

The Capitol, Suite 1302 Tallahassee, Florida 32399-0350

(904) 488-9896

cc: Certified Mail - Return Receipt Requested (P 821 868 711) Raul J. Valdes-Fauli, Esquire

Valdes-Fauli, Cobb, Petrey & Bischoff, P.A. Suite 3400-One Biscayne Tower

2 South Biscayne Boulevard Miami, Florida 33131

Board of Directors, Plaza Bank of Miami

Federal Reserve Bank of Atlanta Atlanta, Georgia

Bureau of Bank Examinations

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

Comptroller's Legal Office

Docket for Case No: 90-002996

Orders for Case No: 90-002996