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For immediate release
March 7. 1997
The Federal Reserve Board today announced the execution
of a Written Agreement by and among Luis A. Ortega, an officer
and director of Interbank Holding Company, Miami, Florida, a bank
holding company, the former Chairman of the board of directors
and a current director of the Pan American Bank,
Miami,
Florida;
Interbank Holding Company: the Federal Reserve Bank of Atlanta;
and the Department of Banking and Finance, Division of Banking,
State of Florida.
The Federal Reserve Board also announced the execution
of a Written Agreement by and among Glenn M. Goldhagen, a former
officer of Interbank Holding Company, and the former Chief
Executive Officer and a former director of the Pan American Bank:
the Federal Reserve Bank of Atlanta; and the Department of
Banking and Finance, Division of Banking, State of Florida.
Copies of the Written Agreements are attached.
Attachments
UNITED STATES OF AMERICA
OF
BEFORE THE BOARD
GOVERNORS
OF
THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
STATE OF FLORIDA
DEPARTMENT OF BANKING AND FINANCE
DIVISION
OF
BANKING
'.
TALLAHASSEE, FLORIDA
Written Agreement by and among
i
LUIS A. ORTEGA
1
an institution-affiliated
party of Interbank Holding Company
and the Pan American Bank,
both of Miami, Florida
1
)
INTERBANK
HOLDING COMPANY
Miami, Florida
FEDERAL RESERVE BANK
Atlanta, Georgia
OF
DocketNo. 96-OlS-WA/RB-11
96-OlS-WA/HC
Admin. Procedure No.
3517-B-5/96
1
1
i
ATLANTA
,'
;
and
DEPARTMENT OF BANKING AND FINANCE,
DIVISION OF BANKING
STATE OF FLORIDA
Tallahassee, Florida
j
)
;
I
WHEREAS, in recognition of their common goal to
maintain the financial eoundneee of the Pan American Bank, Miami,
Florida (the "Bank"), a state member bank, the Federal Reserve
Sank of
Atlanta (the *Reserve Bank"), the Department'of Banking
and Finance, Divieion of Bankin$of
'Department"), Luie
A.
Ortega
the State of
Florida (the
("Dr. Ortega"), an officer of
2
Interbank Holding Company, Miami, Florida ("Interbank"),
a
registered bank holding company. the former Chairman of the board
of directors of :he Bank, and a current director of the Bank, and
Interbank, have mutually agreed to enter into this Agreement; and
WHEREAS, this Agreement is being executed in accordance
with the Rules Regarding Delegation of Authority of the Board of
Governors of the Federal Reserve System (the "Board of
Governors"), specifically 12 C.F.R. 265.11(a)(15), and the
Reserve Bank has received the prior approval of the Director of
the Division of Banking Supervision and Regulation and the
General Counsel of the Board of Governors to enter into this
Agreement with Dr. Ortega and Interbank.
NOW, THEREFORE, before the taking of any testimony or
adjudication of or finding on any issue of fact or law herein,
and without this Agreement constituting an admission of any
allegation made or implied by the Board of Governore or the
Department, the Reserve Bank, the Department, Dr. Ortega and
Interbank agree as follows:
1.
(a)
Dr. Ortega and Interbank shall comply fully
with the conditions imposed in writing by the Board of Governors
by letter dated December 24, 1991, in connection with Interbank's
acquisition of the Bank.
3
bj
Dr. Ortega and Interbank shall comply fully
with :he provislcns of the Bank Holding Company Act of.1956, as
amended, and zhe regulations issued by the Board of Governors
thereunder ( and shall comply fully with any applicable provisions
of Florida law contained in Chapter 655, Florida Statutes, or the
..
%
regulations thereunder.
Restrictions on Transactiona
2.
(a)
Without the prior review of the Reserve Bank
and the Department, the Affected Parties shall not, directly or
indirectly, engage, undertake or in any manner participate in any
financial transaction with the Bank.
(b)
The term "financial transaction" shall be
defined as:
(i) The exteneion of credit (or the renewal
or modification of any extension of credit), as defined in
section 215.3 of Regulation 0 of the Board of Governors
(12 C.F.R. 215.31, including any overdrafts on either a daylight
or overnight basis;
(ii)
the
maintenance
of
any deposit account;
(iii) the di:ect or indirect payment,
..'
guarantee or confirmation of anf'obligation;
c
4
iiv)
the payment of any service or management
tv)
the transfer, contribution, purchase or
fee;
sale of any asset; and
1:
ivi) the transfer of cash or cash-like
instruments.
(cl
(i) Dr. Ortega,
The term "Affected Parties" means
(ii) any family member,
(iii) any related
interest of Dr. Ortega or of any family member, (iv) Interbank,
(v) any person that currently is, or was since December 24, 1991,
an affiliate of the Bank or Interbank, (vi) any person that
currently is, or was since December 24, 1991, a related party of
the Bank or Interbank.
(d) The term "family member" mean8
Dr. Ortega' s spouse, parents, siblings, children, and nieces and
nephews, and the spouses thereof.
(e) The term 'related interests" shall be defined
as set forth in section 215.2(n) of Regulation 0 of the Board of
Governors (12 C.F.R. 215.2(n)) and section 658.48(4), Florida
,: Statutes.
5
if)
The term "related party" shall be defined as
(i) any person holding an ownership interest in excess of
25 percent of Interbank or the Bank, or any of Interbank's or the
Bank's subsidiaries,
(ii) any person, or group of persons acting
in concert, that controls, is controlled by, or is under common
control with Interbank or the Bank, (iii) any family member of
any person or group of persons holding an ownership interest in
excess of 25 percent in Interbank or the Bank, or in any of
Interbank's or the Bank's subsidiaries, and (iv) any company,
partnership, trust or other entity controlled by any person
described in this paragraph; provided, however, that "related
party" shall not include any person who would be included by
virtue solely of being an investor in any related interest of
Dr. Ortega or of any family member of Dr. Ortega.
(9)
The term waffiliateN shall be defined as set
forth in 12 U.S.C. 371c(b) (1).
(h)
The term "control n shall be defined as set
forth in 12 U.S.C. 1841(a) (2).
(i)
The term npersonn shall mean a corporation,
unincorporated association, partnership, trust or any other
entity or individual.
.)
,,
0,
X
Y
6
3.
The prohibitions of paragraph 2(a) hereof shall
not :ii prevent any Affected Party from repaying any indebtedness
or other obiigation owed to the Bank, nor require the prepayment
by any Affected Party of amounts due under any such indebtedness
or obligation existing on the date hereof, or (ii) prevent the
Bank from complying with any indemnity obligation that the Bank Y
may have by virtue of Florida law.
Performance of Duties as Director
4.
The provisions of paragraph 2(a) hereof shall not
prevent Dr. Ortega, as a duly elected director of the Bank, from
exercising any of the rights, or performing any duty or function
or exercising any power or authority which customarily attaches
to such position; provided, however, that Dr. Ortega shall not,
in addition to the restrictions set forth in paragraph 2(a)
hereof, participate, directly or indirectly, in any lending or
funds transfer activities of the Bank.
.
.
MiscelLgneous Provrslons
5.
All communications regarding this Agreement shall
be sent to:
(a) Mr. Marion P. Rivers, III
Assistant Vice President
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia 30303-2713
7
ibj
Ms. Li.nda R. Townsend
Chief, Bureau of Financial Institutions,
District II, Division of Banking ~
State of Florida
Office of the Comptroller
101 East Gaines Street, Suite 636
Tallahassee, Florida 32399-0350
Cc)
Dr. Luis A. Ortega
c/o Carlos E. Loumiet, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Cd)
Interbank Holding Company
c/o Carlos E. Loumiet, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
6.
The provisions of this Agreement shall be binding
upon Dr. Ortega and Interbank and shall remain effective and
enforceable until stayed, modified, terminated or suspended by
the Reserve Bank and the Department.
1.
The provisions of this Agreement shall not bar,
estop or otherwise prevent the Board of Governors, the
Department, or any federal, state or local agency or department
from taking any action affecting Dr. Ortega or Inter-bank;
provided, however, that this Agreement forever settles and bars
any future action by the Board of Governors and the Department
relating to those matters which are the subject of administrative
action commenced by the Board of Governors and the Department
against Interbank, the Bank, Dr. Ortega and~Qlcnn M.'Ooldhaqen.
.:
.
.
L
a
a.
This Agreement is a '*written agreement" for the
purposes of section B of the FDI Act (12 U.S.C. 1818):
9.
Dr. Ortega agrees to the entry of a Final Order
issued by the Department incorporating this Written Agreement.
.'
The Final Order shall constitute final agency action by the
Department,
for which the Department may seek enforcement
pursuant to Chapters 655, 658 and 120, Florida Statutes, and
Dr. Ortega further voluntarily and knowingly waives:
(a)
Any right to receipt of a Notice of Rights
pursuant to Chapters 120, 655 and 658, Florida Statutes;
(b) any right to an administrative hearing or
issuance of a recommended order provided by Chapter 120, Florida
Statutes (1996 Supp.) or Chapters 3-7, 26 or 60, Florida
Administrative Code;
(c) any right to contest the validity of any
term, condition, obligation or duty created hereby in any
judicial or administrative forum; and
(d) any and all objections to or challenges in
any judicial proceeding, including but not limited to, appeal
,:
pursuant to Section 120.68, Florida Statutes (1996 Supp.), any
.'
i'
8
'?'
9
lspocc ,
provioion or requirementconcerningthe content,
lseu~~ce,procedure or tlrnelincsr
of the
10.
The
partimm agree that esch party horein lhell
solely r*opanslblmfor
the
saporate
incurred uy to the execution of
entry of the Final Order
Intarbarm
Daprrtmemt
and
hereby
W8lVe,
in
thie
releum
cortn
the
and
Written
mattar.
urd
Dr.
forwer
wkvr
by Dr. Ortaga
without
tbm
uxi m~rgloyeea
from any
arising Out
Ywpta
of this
thi8
releaer
lckaovledging.vhilo lxpremely
denying, that any csusoe 09 setion etiat.
S-r
the
and
dimeharge
and it= agonto, rrprameatrtivor
all causes of action la law or Wty
and
Ortega
be
foe*
PttOIIIoy’m
Agrownt
administrativeproceeding. The oepurment
lnd
odor.
Dapmtmontro
the~rtieebavec.susmdtNe
ted a0 of the (ntf\day of mwch, 1997.
~sDQuI,ltEsERvxwoPATLAwrA
-4
UNITED STATES OF
BEFORE THE BOARD
OF
AMERICA
GOVERNORS OF 'THEFEDED&
WASHINGTON.
RESERVE
SYSTW
D.C.
STATE OF FLORIDA
DEPARTNBNT
OF
BANRINQ AND FINANCE
DIVISION
OF
BANRINQ
TALLANASSER, FLORIDA
Written Agreement by and among
GLENN M. GOLDHAGEN
I
DocketNo. 96-OlB-WA/RB-12
a former institution-affiliated
;
party of Interbank Holding Company )
and the Pan American Bank,
both of Miami, Florida
;
FEDERAL RESERVE BANK OF ATLANTA
Atlanta, Georgia
Admin. Procedure No.
3517-b-5/96
;
1
and
;
DEPARTMENT OF BANKING AND FINANCE,
DIVISION OF BANKING
STATE OF FLORIDA
Tallahassee, Florida
)
1
WHEREAS, in recognition of their common goal to
maintain the financial soundness of Interbank Holding Company,
Miami, Florida ("Interbank"), a registered bank holding company,
and the Pan American Bank, Miami, Florida (the "Bank"), a state
member bank, the Federal Reserve Bank of Atlanta (the "Reserve
Bank"), the Department of Banking and Finance, Division
of
2
Banking of the State of Florida
(the 'tDepartment"), and Glenn M.
Goldinagen ("Mr. Goldhagen"), a former officer of Inter-bank and
the former Chief Executive Officer and a former director of the
Bank, have mutually agreed to enter into this Agreement;
and
WHEREAS, this Agreement is being executed in accordance
with the Rules Regarding Delegation of Authority of the Board of
Governors of the Federal Reserve System
Governors"),
(the "Board of
specifically 12 C.F.R. 265.11(a) (15), and the
Reserve Bank has received the prior approval of the Director of
the Division of Banking Supervision and Regulation and the
General Counsel of the Board of Governors to enter into this
Agreement with Mr. Goldhagen.
NOW, THEREFORE, before the taking of any testimony or
adjudication of or finding on any issue of fact or law herein,
and without this Agreement constituting an admission of any
allegation made or implied by the Board of Governors or the
Department, the Reserve Bank, the Department and Mr. Goldhagen
agree as follows:
3
Particination in the Conduct of the Affairs of Interbank or the
Mr. Goldhagen shall not:
1.
(a)
Participate in any manner in the conduct of
the affairs of Interbank or the Bank;
(b)
solicit, procure, transfer, attempt to
transfer, vote or attempt to vote any proxy, consent, or
authorization with respect to voting rights in Interbank or the
Bank;
(c)
violate any voting agreement previously
approved by any federal banking agency with respect to Interbank
or the Bank; or
(d)
vote for a director or serve or act as an
institution-affiliated
party, as defined in
sections 3(u) and 8(b) (3) and (4) of the Federal Deposit
Insurance Act
(the "FDI Act") (12 U.S.C. 1813(u) and 1818(b) (3)
and (b) (4)), such as an officer, director or employee, of
Interbank or the Bank.
4
Restrictions on Transactions
2.
(a)
Mr. Goldhagen and his related interests shall
not, directly or indirectly, engage, undertake or in any manner
participate in any transaction with Interbank or the Bank.
(b)
The term "transactionfi shall include, without
limitation:
(i)
The extension of credit (as defined in
section 215.3 of Regulation 0 of the Board of Governors
(12 C.F.R. 215.3). including any overdrafts on either a daylight
or overnight basis;
(ii) the direct or indirect payment,
guarantee or confirmation of any obligation;
(iii) the payment of any service or
management fee, salary or bonus, or the payment or reimbursement
of any expense incurred by Mr. Goldhagen or his related
interests; and
(iv) the transfer, contribution, purchase or
sale of any asset.
(cl
The term "related interests" shall
as set forth in section 215.2(n) of Regulation 0 of
be defined
the Board of
5
Governors (12 C.F.R. 215.2(n)) and section 658.46(4), Florida
Statutes.
Miscellaneous Provisions
3.
All communications regarding this Agreement shall
be sent to:
4.
(a)
Mr. Marion P. Rivers, III
Assistant Vice President
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia 30303-2713
(b)
Ms. Linda R. Townsend
Chief, Bureau of Financial Institutions,
District II, Division of Banking
State of Florida
Office of the Comptroller
101 East Gaines Street, Suite 636
Tallahassee, Florida 32399-0350
Cc)
Mr. Glenn M. Goldhagen
c/o Carlo6 E. Loumiet, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami,
Florida 33131
The provisions of this Agreement shall be binding
upon Mr. Goldhagen and shall remain effective and enforceable
until stayed, modified, terminated or suspended by the Reserve
Bank and the Department.
5.
No provieion of this Agreement is intended to
affect any indemnity obligation the Bank or Interbank may have to
Mr. Goldhagen arising by operation of Florida law or by virtue of
the Bank's or Interbank's Articles of Incorporation or Bylaws.
6
The provfeione of =his Agreement shall
6.
emtop or oeherwioe
prevent
Department,
or
other
from
any
caking
respect
any
bar,
the Board of Governors or cha
federal
or state
affecting
acEiOn
other
not
Mr.
agency or department
GddbfBgOn,
exempt
fn the Board of Qtmenerm’s
..
the Department's procetiingm against Mr. Goldhagen.
to the mattrra
fii8
7.
purpomm
of
1~
lsctioa
lyrawmt
a of
WImBss
Agreement to be
rddrematd
emouted
ir a Hwritten agrementm
tha FD;TAct
tha
UJiERBo?,
u
of
m
FBIERAL
and
for the
(12 O.S.C. 1818).
parties
tbe
with
day
have
of
caused
thl#
&arch
, 1937.
BESXRVB BanK OF ArLAwrA
By:
&&rt
I.
U
.
,