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Northwest Savings Bank

FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Northwest Savings Bank
Warren, Pennsylvania
Application for Consent to Purchase Certain Assets and Assume Liabilities and Establish 2 branches

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), Northwest Savings Bank, Warren, Warren County, Pennsylvania ("Northwest"), an insured state nonmember bank with total resources of $3,742,123,000 and total deposits of $3,186,205,000 as of June 30, 2001, has filed an application for the FDIC's consent to acquire assets of and assume liability to pay deposits made in the Johnsonburg and Emporium branches of Sun Bank, Selinsgrove, Snyder County, Pennsylvania ("Sun"), an insured state nonmember bank with total resources of $995,565,000 and total deposits of $658,845,000 as of June 30, 2001, and to establish the Johnsonburg and Emporium offices of Sun as branches of the resultant bank. Notice of the proposed transaction, in a form approved by the FDIC, has been published pursuant to the FDI Act. Deposits in the branches being acquired approximate $57,200,000.

A review of available information discloses no inconsistencies with the purposes of the Community Reinvestment Act. The resultant bank is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the FDIC has taken into consideration the competitive effects of the proposed transaction in the relevant geographic markets ("RGM") of both offices. The RGM for the Sun Emporium office encompasses all of Cameron County. The Cameron County RGM is currently served by two offices of two banking organizations. The proposed transaction will have no significant effect on competition in the market involved because Northwest, a new entrant to the market, is essentially replacing Sun in the RGM. Northwest's market share of deposits will be 68.1 percent. The RGM for the Sun Johnsonburg office encompasses all of Elk County. The Elk County RGM is currently served by 19 offices of 8 banking organizations. The proposed transaction will have no significant effect on competition in the market involved. The HHI will change by 195.3 points, increasing from 2,344.7 to 2,539.9 post-merger. Northwest's market share of deposits in the Elk County RGM will increase from 30.7 percent to 33.9 percent, with Northwest retaining the largest share of total deposits in the market. The number of banks and thrifts within the Elk County RGM will be reduced by one; however, the number of banking offices will remain unchanged.

In connection with the application, the FDIC has taken into consideration the financial and managerial resources and future prospects of the proponent institutions and the resultant bank, and the convenience and needs of the community to be served. Having found favorably on these statutory factors and having considered other relevant information, including any reports on the competitive factors furnished by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the United States, it is the FDIC's judgment that the application should be and hereby is approved subject to the following conditions:

1. That the transaction shall not be consummated before the fifteenth calendar day following the date of this Order or no later than six months after the date of this Order unless such period is extended for good cause by the FDIC;

2. That all necessary and final approvals be received from other regulatory authorities; and

3. That, until the proposed transaction becomes effective, the FDIC shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the FDIC.

Dated at Washington, D.C., this day of November, 2001.

John M. Lane
Associate Director
Division of Supervision



Last Updated 03/24/2011 Legal@fdic.gov