SENATE AMENDED
PRIOR PRINTER'S NO. 1769 PRINTER'S NO. 3701
No. 1479 Session of 1997
INTRODUCED BY RUBLEY, DALEY, C. WILLIAMS, YOUNGBLOOD,
E. Z. TAYLOR, BARD, HENNESSEY AND McGILL, MAY 7, 1997
AS AMENDED ON THIRD CONSIDERATION, IN SENATE, JUNE 8, 1998
AN ACT
1 Amending Title 15 (Corporations and Unincorporated Associations)
2 of the Pennsylvania Consolidated Statutes, further providing
3 for trademark fees; AND PROVIDING FOR CERTAIN ACQUISITIONS <--
4 AND PROPOSED ACQUISITIONS INVOLVING BANKS, BANK AND TRUST
5 COMPANIES, NATIONAL BANKS AND BANK HOLDING COMPANIES.
6 The General Assembly of the Commonwealth of Pennsylvania
7 hereby enacts as follows:
8 Section 1. Section 153(a)(7) of Title 15 of the Pennsylvania
9 Consolidated Statutes is amended to read:
10 § 153. Fee schedule.
11 (a) General rule.--The fees of the Corporation Bureau of the
12 Department of State, including fees for the public acts and
13 transactions of the Secretary of the Commonwealth administered
14 through the bureau, and of county filing officers under Title 13
15 (relating to commercial code), shall be as follows:
16 * * *
17 (7) Trademarks, emblems, union labels,
18 description of bottles and like matters:
19 [(i) Registration..................... 52
1 (ii) Each ancillary transaction....... 52]
2 (i) Trademark registration............ 25
3 (ii) Each ancillary trademark
4 transaction................................ 25
5 (iii) Any other registration under
6 this paragraph............................. 52
7 (iv) Any other ancillary transaction
8 under this paragraph....................... 52
9 * * *
10 SECTION 2. TITLE 15 IS AMENDED BY ADDING A SECTION TO READ: <--
11 § 524. CERTAIN ACQUISITIONS AND PROPOSED ACQUISITIONS INVOLVING
12 BANKS, BANK AND TRUST COMPANIES, TRUST COMPANIES,
13 NATIONAL BANKS AND BANK HOLDING COMPANIES.
14 (A) SCOPE.--THIS SECTION APPLIES TO ALL INSTITUTIONS AND
15 HOLDING COMPANIES AS DEFINED IN SUBSECTION (M).
16 (B) REQUIREMENT OF PRIOR APPROVAL.--EXCEPT AS PROVIDED IN
17 SUBSECTION (I), IT SHALL BE UNLAWFUL, WITHOUT THE PRIOR WRITTEN
18 APPROVAL OF THE DEPARTMENT UNDER THIS SECTION, FOR ANY PERSON:
19 (1) TO ACQUIRE, OR TO MAKE A PROPOSAL TO ACQUIRE, VOTING
20 SHARES OF AN INSTITUTION OR VOTING SHARES OF A HOLDING
21 COMPANY IF THE AGGREGATE NUMBER OF VOTING SHARES HELD AFTER
22 SUCH ACQUISITION WOULD TOTAL MORE THAN 5% OF THE OUTSTANDING
23 VOTING SHARES OF ANY CLASS OF SUCH INSTITUTION OR HOLDING
24 COMPANY; OR
25 (2) TO ENTER INTO AN ACQUISITION TRANSACTION WITH AN
26 INSTITUTION OR WITH A HOLDING COMPANY;
27 WHETHER OR NOT ANY PRIOR ACQUISITION HAD BEEN APPROVED BY THE
28 DEPARTMENT UNDER THIS SECTION.
29 (C) APPLICATION FOR APPROVAL.--IF THE APPROVAL OF THE
30 DEPARTMENT IS REQUIRED UNDER SUBSECTION (B), A PERSON WHO
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1 INTENDS TO ACQUIRE, OR TO MAKE A PROPOSAL TO ACQUIRE, VOTING
2 SHARES OF, OR TO ENTER INTO AN ACQUISITION TRANSACTION WITH, AN
3 INSTITUTION OR A HOLDING COMPANY SHALL:
4 (1) FILE AN APPLICATION FOR APPROVAL IN SUCH FORM AS THE
5 DEPARTMENT MAY PRESCRIBE;
6 (2) DELIVER TO THE DEPARTMENT FROM TIME TO TIME SUCH
7 OTHER INFORMATION AS THE DEPARTMENT MAY REQUIRE WITH SUCH
8 CERTIFICATION OF FINANCIAL INFORMATION AND SUCH VERIFICATION
9 BY OATH OR AFFIRMATION OF OTHER DATA AS THE DEPARTMENT MAY
10 SPECIFY;
11 (3) PAY SUCH INVESTIGATION FEE AS THE DEPARTMENT MAY
12 SPECIFY; AND
13 (4) EXCEPT IN THE CASE OF AN APPLICANT WHICH IS A
14 DOMESTIC CORPORATION OR A FOREIGN CORPORATION QUALIFIED TO DO
15 BUSINESS IN PENNSYLVANIA, DELIVER TO THE DEPARTMENT A WRITTEN
16 CONSENT TO SERVICE OF PROCESS IN ANY ACTION OR SUIT ARISING
17 OUT OF OR IN CONNECTION WITH THE PROPOSED ACQUISITION THROUGH
18 SERVICE OF PROCESS ON THE SECRETARY OF BANKING.
19 (D) INVESTIGATION BY DEPARTMENT.--UPON RECEIPT OF AN
20 APPLICATION FOR APPROVAL AND OTHER ITEMS REQUIRED UNDER
21 SUBSECTION (C) THE DEPARTMENT SHALL CONDUCT AN INVESTIGATION TO
22 DETERMINE WHETHER THE APPLICANT HAS DEMONSTRATED BY A
23 PREPONDERANCE OF THE EVIDENCE THAT:
24 (1) THE ACQUISITION OF VOTING SHARES OR ACQUISITION
25 TRANSACTION, ITS PURPOSES AND PROBABLE EFFECTS WOULD BE
26 CONSISTENT WITH THE PURPOSES SET FORTH IN SECTION 103(A) OF
27 THE BANKING CODE;
28 (2) THE APPLICANT, OR ITS DIRECTORS AND OFFICERS IN THE
29 CASE OF A CORPORATION, AND ANY PROPOSED NEW OFFICERS OR
30 DIRECTORS OF THE INSTITUTION INVOLVED WOULD SATISFY THE TEST
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1 FOR INCORPORATORS, DIRECTORS AND OFFICERS OF A NEW
2 INSTITUTION UNDER SECTION 1007(A) OF THE BANKING CODE;
3 (3) THE PROPOSED ACQUISITION OF VOTING SHARES OR
4 ACQUISITION TRANSACTION WOULD NOT BE PREJUDICIAL TO THE
5 INTERESTS OF THE DEPOSITORS, CREDITORS, BENEFICIARIES OF
6 FIDUCIARY ACCOUNTS OR SHAREHOLDERS OF THE INSTITUTION OR
7 HOLDING COMPANY INVOLVED;
8 (4) THE PROPOSED ACQUISITION OF VOTING SHARES OR
9 ACQUISITION TRANSACTION IS IN THE BEST INTERESTS OF THE
10 INSTITUTION AND, IF APPLICABLE, THE HOLDING COMPANY OF SUCH
11 INSTITUTION; AND
12 (5) COMPETITION AMONG INSTITUTIONS WILL NOT BE ADVERSELY
13 AFFECTED AND PUBLIC CONVENIENCE AND ADVANTAGE WILL BE
14 PROMOTED.
15 IN MAKING THE DETERMINATION UNDER PARAGRAPHS (4) AND (5), THE
16 DEPARTMENT SHALL NOT APPROVE AN ACQUISITION OF VOTING SHARES OR
17 ACQUISITION TRANSACTION UNLESS THE ACQUISITION OF VOTING SHARES
18 OR ACQUISITION TRANSACTION IS CONSISTENT WITH THE CONVENIENCE
19 AND NEEDS OF THE CUSTOMERS AND COMMUNITIES SERVED BY THE
20 INSTITUTION AFTER TAKING INTO ACCOUNT, AMONG OTHER THINGS, THE
21 RELATIVE RATINGS UNDER THE COMMUNITY REINVESTMENT ACT OF 1977
22 (91 STAT. 1111, 12 U.S.C. § 2901 ET SEQ.), OF THE INSTITUTION
23 AND THE APPLICANT, PROSPECTIVE BRANCH CLOSINGS AND PROSPECTIVE
24 JOB LOSSES. IN MAKING THE DETERMINATION UNDER PARAGRAPHS (4) AND
25 (5), THE DEPARTMENT SHALL CONSIDER, TO THE EXTENT IT DEEMS
26 APPROPRIATE, ALL RELEVANT FACTORS, INCLUDING WITHOUT LIMITATION
27 THE MATTERS SET FORTH IN SECTION 1715(A)(1), (2) AND (3)
28 (RELATING TO EXERCISE OF POWERS GENERALLY), AND WHETHER THE
29 APPLICANT HAS DEMONSTRATED THAT THE ACQUISITION OF VOTING SHARES
30 OR ACQUISITION TRANSACTION WILL RESULT IN NET NEW BENEFITS.
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1 (E) INFORMATION FURNISHED TO SUBJECT INSTITUTION OR HOLDING
2 COMPANY.--AS PART OF ITS INVESTIGATION, THE DEPARTMENT SHALL
3 TRANSMIT TO THE INSTITUTION OR THE HOLDING COMPANY WHOSE VOTING
4 SHARES ARE PROPOSED TO BE ACQUIRED OR WHICH IS THE SUBJECT OF
5 SUCH ACQUISITION TRANSACTION A COPY OF THE APPLICATION AND ALL
6 OTHER INFORMATION RECEIVED FROM THE APPLICANT, EXCEPT SUCH
7 INFORMATION WHICH THE DEPARTMENT DETERMINES SHOULD BE KEPT
8 CONFIDENTIAL, FOR THE PURPOSE OF RECEIVING SUCH COMMENTS THEREON
9 AS SUCH INSTITUTION OR HOLDING COMPANY SHALL TRANSMIT TO THE
10 DEPARTMENT UPON ITS REQUEST.
11 (F) ACTION BY DEPARTMENT.--WITHIN 60 DAYS AFTER RECEIPT OF
12 AN APPLICATION UNDER SUBSECTION (C) OR WITHIN A LONGER PERIOD
13 NOT IN EXCESS OF 30 DAYS AFTER RECEIPT FROM THE APPLICANT OF
14 ADDITIONAL INFORMATION REQUIRED BY THE DEPARTMENT, THE
15 DEPARTMENT SHALL APPROVE OR DISAPPROVE THE PROPOSED ACQUISITION
16 OF VOTING SHARES OR ACQUISITION TRANSACTION AND GIVE WRITTEN
17 NOTICE OF ITS DECISION TO THE APPLICANT AND THE INSTITUTION OR
18 HOLDING COMPANY WHOSE VOTING SHARES ARE PROPOSED TO BE ACQUIRED
19 OR THAT IS THE SUBJECT OF THE ACQUISITION TRANSACTION. IF THE
20 DEPARTMENT APPROVES A PROPOSED ACQUISITION OF VOTING SHARES
21 WHICH MAY RESULT IN A CHANGE OF CONTROL OR OWNERSHIP CHANGE OF
22 SUCH INSTITUTION OR HOLDING COMPANY OR AN ACQUISITION
23 TRANSACTION, IT MAY IMPOSE CONDITIONS TO BE OBSERVED AFTER SUCH
24 ACQUISITION OF VOTING SHARES OR ACQUISITION TRANSACTION, WITH
25 RESPECT TO TRANSACTIONS BETWEEN THE INSTITUTION INVOLVED AND THE
26 APPLICANT OR AFFILIATE OF THE APPLICANT, WITH RESPECT TO
27 DIVIDENDS OR DISTRIBUTIONS BY SUCH INSTITUTIONS, WITH RESPECT TO
28 EMPLOYEE RELATIONS, WITH RESPECT TO REIMBURSEMENT FOR ANY LOSS
29 OCCASIONED BY SUCH OWNERSHIP CHANGE OR WITH RESPECT TO SUCH
30 OTHER MATTERS AS THE DEPARTMENT MAY DEEM ADVISABLE ON THE BASIS
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1 OF THE PURPOSES SET FORTH IN SECTION 103(A) OF THE BANKING CODE.
2 IN MAKING THE DETERMINATION UNDER SUBSECTION (D)(5), THE
3 DEPARTMENT SHALL CONSULT WITH THE ATTORNEY GENERAL. THE DECISION
4 OF THE DEPARTMENT SHALL BE SUBJECT TO REVIEW BY THE COMMONWEALTH
5 COURT IN THE MANNER PROVIDED BY LAW.
6 (G) PROHIBITION OF MISLEADING STATEMENTS.--IT SHALL BE
7 UNLAWFUL FOR ANY PERSON DIRECTLY OR INDIRECTLY TO MAKE ANY
8 UNTRUE STATEMENT OF A MATERIAL FACT OR TO OMIT TO STATE A
9 MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN
10 LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
11 MISLEADING IN CONNECTION WITH:
12 (1) ANY ACQUISITION OF, OR PROPOSAL TO ACQUIRE, VOTING
13 SHARES THAT REQUIRES APPROVAL UNDER THIS SECTION;
14 (2) AN ACQUISITION TRANSACTION THAT REQUIRES APPROVAL
15 UNDER THIS SECTION; OR
16 (3) ANY APPLICATION OR SUBMISSION OF INFORMATION TO THE
17 DEPARTMENT UNDER SUBSECTION (C).
18 (H) REGULATION BY DEPARTMENT.--THE ENFORCEMENT AND
19 IMPLEMENTATION OF THIS SECTION SHALL BE SUBJECT TO REGULATION BY
20 THE DEPARTMENT.
21 (I) EXEMPTIONS.--NO APPROVAL UNDER THIS SECTION SHALL BE
22 REQUIRED FOR AN ACQUISITION OF OR PROPOSAL TO ACQUIRE VOTING
23 SHARES OR FOR AN ACQUISITION TRANSACTION IN THE CASE OF EITHER:
24 (1) AN ACQUISITION OR PROPOSAL TO ACQUIRE VOTING SHARES
25 BY THE ISSUER THEREOF OR AN ACQUISITION OR PROPOSAL TO
26 ACQUIRE VOTING SHARES OF AN INSTITUTION BY ITS HOLDING
27 COMPANY, OR AN ACQUISITION TRANSACTION BETWEEN AN INSTITUTION
28 AND ITS HOLDING COMPANY OR ANY OTHER ENTITY WHICH IS
29 CONTROLLED BY SUCH HOLDING COMPANY;
30 (2) A TRANSACTION BY A BROKER-DEALER WHO DOES NO MORE
19970H1479B3701 - 6 -
1 THAN PERFORM THE CUSTOMARY BROKER'S FUNCTION IN TRANSACTIONS
2 ON A STOCK EXCHANGE OR IN THE OVER-THE-COUNTER MARKET, WHO
3 RECEIVES NO MORE THAN THE CUSTOMARY BROKER'S COMMISSION AND
4 WHO DOES NOT SOLICIT OR ARRANGE FOR THE SOLICITATION OF
5 ORDERS;
6 (3) AN ACQUISITION OR PROPOSAL TO ACQUIRE VOTING SHARES
7 OF, OR AN ACQUISITION TRANSACTION WITH, AN INSTITUTION OR
8 HOLDING COMPANY BY ANY PERSON WHICH HAS BEEN APPROVED BY A
9 MAJORITY OF THE BOARD OF DIRECTORS OF THE INSTITUTION OR
10 HOLDING COMPANY, UNLESS AT THE TIME THE INSTITUTION OR
11 HOLDING COMPANY APPROVES THE ACQUISITION OF VOTING SHARES OR
12 ACQUISITION TRANSACTION, 25% OR MORE OF THE INSTITUTION'S OR
13 HOLDING COMPANY'S BOARD IS COMPOSED OF NOMINEES, AGENTS,
14 AFFILIATES OF OR ANY OTHER PERSONS ACTING IN CONCERT WITH THE
15 PERSON OR ENTITY SEEKING TO ACQUIRE VOTING SHARES OF, OR
16 ENTER INTO AN ACQUISITION TRANSACTION WITH, THE INSTITUTION
17 OR HOLDING COMPANY;
18 (4) AN ACQUISITION OR PROPOSAL TO ACQUIRE VOTING SHARES
19 OF AN INSTITUTION OR HOLDING COMPANY BY ANY PERSON IF THE
20 AGGREGATE NUMBER OF SHARES HELD BY SUCH PERSON AFTER SUCH
21 ACQUISITION WOULD TOTAL LESS THAN 10% IN VOTING POWER OF THE
22 OUTSTANDING SHARES OF SUCH INSTITUTION OR HOLDING COMPANY
23 ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS AND
24 SUCH PERSON IS NOT REQUIRED TO OBTAIN THE APPROVAL OF THE
25 FEDERAL RESERVE BOARD UNDER THE BANK HOLDING COMPANY ACT OF
26 1956 (70 STAT. 133, 12 U.S.C. § 1841 ET SEQ.) IN CONNECTION
27 WITH SUCH ACQUISITION; OR
28 (5) A TRANSACTION OF A TYPE EXEMPTED BY REGULATION OF
29 THE DEPARTMENT IN LIGHT OF THE PURPOSES SET FORTH IN SECTION
30 103(A) OF THE BANKING CODE.
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1 (J) CRIMINAL PENALTY FOR VIOLATION.--ANY PERSON WHO ACQUIRES
2 OR PROPOSES TO ACQUIRE VOTING SHARES OF AN INSTITUTION OR OF A
3 HOLDING COMPANY OR WHO ENGAGES IN AN ACQUISITION TRANSACTION IN
4 VIOLATION OF THIS SECTION OR WHO VIOLATES SUBSECTION (G) SHALL
5 BE GUILTY OF A MISDEMEANOR AND SHALL UPON CONVICTION THEREOF BE
6 SUBJECT, IN THE CASE OF AN INDIVIDUAL, TO IMPRISONMENT FOR A
7 PERIOD NOT EXCEEDING FIVE YEARS OR A FINE NOT EXCEEDING $5,000,
8 OR BOTH, AND, IN THE CASE OF ANY OTHER PERSON, TO A FINE NOT
9 EXCEEDING $50,000.
10 (K) CIVIL LIABILITY PENALTY FOR VIOLATION.--ANY PERSON WHO
11 VIOLATES ANY PROVISION OF THIS SECTION SHALL BE LIABLE TO ANY
12 INSTITUTION OR HOLDING COMPANY OR SHAREHOLDER THEREOF DAMAGED
13 THEREBY AND, IN THE DISCRETION OF THE COURT, FOR PUNITIVE
14 DAMAGES. THE PROVISIONS OF THIS SECTION SHALL BE ENFORCEABLE IN
15 ANY ACTION OR SUIT INSTITUTED BY THE DEPARTMENT OR BY ANY SUCH
16 INSTITUTION, HOLDING COMPANY OR SHAREHOLDER TO ENJOIN OR
17 RESTRAIN ANY VIOLATION OR THREATENED VIOLATION OF THIS SECTION.
18 (L) SEVERABILITY.--THE PROVISIONS OF THIS SECTION SHALL BE
19 SEVERABLE. IF ANY PROVISION OF THIS SECTION OR THE APPLICATION
20 THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID, THE
21 REMAINDER OF THIS SECTION, AND THE APPLICATION OF SUCH PROVISION
22 TO OTHER PERSONS OR CIRCUMSTANCES, SHALL NOT BE AFFECTED
23 THEREBY, UNLESS THE COURT FINDS THAT THE VALID PROVISIONS OF
24 THIS SECTION ARE SO ESSENTIALLY AND INSEPARABLY CONNECTED WITH,
25 AND SO DEPEND UPON, THE VOID PROVISION OR APPLICATION, THAT IT
26 CANNOT BE PRESUMED THE GENERAL ASSEMBLY WOULD HAVE ENACTED THE
27 REMAINING VALID PROVISIONS WITHOUT THE VOID ONE; OR UNLESS THE
28 COURT FINDS THAT THE REMAINING VALID PROVISIONS, STANDING ALONE,
29 ARE INCOMPLETE AND ARE INCAPABLE OF BEING EXECUTED IN ACCORDANCE
30 WITH THE LEGISLATIVE INTENT.
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1 (M) DEFINITIONS.--AS USED IN THIS SECTION, THE FOLLOWING
2 WORDS AND PHRASES SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS
3 SUBSECTION:
4 "ACQUIRE." OBTAINING LEGAL OR BENEFICIAL OWNERSHIP OF VOTING
5 SHARES, WHETHER OBTAINED DIRECTLY OR INDIRECTLY, THROUGH AN
6 INTERMEDIARY OR OTHERWISE; BENEFICIAL OWNERSHIP BY A PERSON
7 SHALL BE DEEMED TO INCLUDE OWNERSHIP BY ANOTHER PERSON WHICH
8 CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SUCH
9 PERSON AND TO INCLUDE OWNERSHIP BY A SPOUSE OR MEMBER OF THE
10 FAMILY OF SUCH PERSON; THE ACQUISITION OF OPTIONS, WARRANTS AND
11 RIGHTS TO SUBSCRIBE FOR, OR TO PURCHASE, VOTING SHARES AND THE
12 ACQUISITION OF RIGHTS TO OBTAIN VOTING SHARES THROUGH CONVERSION
13 OR EXCHANGE SHALL BE DEEMED AN ACQUISITION OF SUCH VOTING
14 SHARES.
15 "ACQUISITION TRANSACTION." A MERGER, SALE OF ASSETS OR OTHER
16 SIMILAR TRANSACTION INVOLVING AN INSTITUTION OR A HOLDING
17 COMPANY FOLLOWING WHICH:
18 (1) PERSONS WHO ARE DIRECTORS OF SUCH INSTITUTION OR
19 HOLDING COMPANY IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH
20 TRANSACTION SHALL NOT CONSTITUTE AT LEAST ONE-HALF OF THE
21 DIRECTORS OF THE SURVIVING, SUCCESSOR OR TRANSFEREE
22 INSTITUTION OR HOLDING COMPANY IMMEDIATELY FOLLOWING THE
23 CONSUMMATION OF SUCH TRANSACTION; OR
24 (2) HOLDERS OF VOTING SHARES OF SUCH INSTITUTION OR
25 HOLDING COMPANY IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH
26 TRANSACTION SHALL NOT BE HOLDERS OF AT LEAST ONE-HALF OF THE
27 VOTING SHARES OF THE SURVIVING, SUCCESSOR OR TRANSFEREE
28 INSTITUTION OR HOLDING COMPANY IMMEDIATELY FOLLOWING THE
29 CONSUMMATION OF SUCH TRANSACTION.
30 "BANKING CODE." THE ACT OF NOVEMBER 30, 1965 (P.L.847,
19970H1479B3701 - 9 -
1 NO.356), KNOWN AS THE BANKING CODE OF 1965.
2 "DEPARTMENT." THE DEPARTMENT OF BANKING OF THE COMMONWEALTH.
3 "HOLDING COMPANY." A CORPORATION THAT HAS THE POWER TO
4 ELECT, DIRECTLY OR INDIRECTLY, A MAJORITY OF THE BOARD OF
5 DIRECTORS OF AN INSTITUTION.
6 "INSTITUTION." A BANK, BANK AND TRUST COMPANY, NATIONAL BANK
7 OR STOCK SAVINGS BANK HAVING ITS MAIN OFFICE IN PENNSYLVANIA AND
8 HAVING DEPOSITS IN EXCESS OF $10,000,000,000 AS OF DECEMBER 31,
9 1997.
10 "NET NEW BENEFITS." INITIAL CAPITAL INVESTMENTS, JOB
11 CREATION PLANS, CONSUMER AND BUSINESS SERVICES, COMMITMENTS TO
12 MAINTAIN AND OPEN BRANCH OFFICES WITHIN A BANKING INSTITUTION'S
13 DELINEATED LOCAL COMMUNITY AND SUCH OTHER MATTERS AS THE
14 DEPARTMENT MAY DEEM NECESSARY OR ADVISABLE.
15 "OWNERSHIP CHANGE." THE SAME MEANING AS IN SECTION 382 OF
16 THE INTERNAL REVENUE CODE OF 1986 (PUBLIC LAW 99-514, 26 U.S.C.
17 § 1 ET SEQ.).
18 "PROPOSAL TO ACQUIRE." ANY OFFER OR ATTEMPT TO BUY OR
19 SOLICITATION OF AN OFFER TO SELL OR OTHER ATTEMPT OR OFFER TO
20 ACQUIRE BY ANY MEANS, DIRECTLY OR INDIRECTLY, THROUGH AN
21 INTERMEDIARY OR OTHERWISE.
22 "VOTING SHARES." SHARES OF AN INSTITUTION OR HOLDING COMPANY
23 ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS.
24 Section 2. This act shall take effect in 60 days. <--
25 SECTION 3. THIS ACT SHALL TAKE EFFECT AS FOLLOWS: <--
26 (1) THE ADDITION OF 15 PA.C.S. § 524 SHALL TAKE EFFECT
27 IMMEDIATELY.
28 (2) THIS SECTION SHALL TAKE EFFECT IMMEDIATELY.
29 (3) THE REMAINDER OF THIS ACT SHALL TAKE EFFECT IN 60
30 DAYS.
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