EXHIBIT 99.6
NOTICE
by
CCBT BANCORP, INC.
to the
FEDERAL RESERVE BANK OF BOSTON
pursuant to
SECTION 225.17 OF REGULATION Y (12 C.F.R. (S)(S) 225.17)
for a
ONE-BANK HOLDING COMPANY FORMATION
CCBT Bancorp, Inc., Hyannis, Massachusetts, a Massachusetts corporation
("Bancorp"), hereby submits this notice (the "Notice") to the Federal Reserve
Bank of Boston ("Reserve Bank") under Section 225.17 of Regulation Y ("Section
225.17") of the proposed acquisition by Bancorp of 100% of the voting shares of
Cape Cod Bank and Trust Company, Hyannis, Massachusetts, a Massachusetts-
chartered trust company ("CCBT") (the "Proposed Reorganization"). CCBT currently
is a publicly held bank, with its stock listed on the Nasdaq National Market
System ("Nasdaq").
As more fully discussed below, the Proposed Reorganization involves a
change in the corporate structure of CCBT by which Bancorp would become the
holding company of CCBT and a unitary bank holding company with its stock traded
on Nasdaq. Further, CCBT believes a holding company structure provides more
flexibility to respond to market demands and thus will enable it to compete more
effectively against the much larger competitors that operate in its market.
The first part of this Notice describes the parties, purposes and terms
of the Proposed Reorganization. The second part then addresses each of the
specific requirements of Section 225.17. All factual information stated herein
has been provided by CCBT.
INTRODUCTION
DESCRIPTION OF THE PARTIES
Bancorp
Bancorp was organized as a Massachusetts corporate subsidiary of CCBT on
October 8, 1998 for the sole purpose of becoming the holding company of CCBT in
accordance with Massachusetts law. Upon completion of the Proposed
Reorganization, CCBT will be a wholly owned subsidiary of Bancorp, and Bancorp
will thereby become a bank holding company.
Bancorp currently is a shell subsidiary--it has no assets or liabilities
and does not conduct any business activity. When Bancorp becomes the holding
company of CCBT, its
principal activities will be related to its ownership of CCBT stock. In the
future, upon receipt of all necessary regulatory approvals, Bancorp may acquire
banks or companies engaged in bank-related activities and may engage in such
activities as may be permitted by applicable law, although no such activities or
acquisitions are contemplated at this time.
CCBT
CCBT is a Massachusetts-chartered commercial bank with trust powers. The
present bank is the result of the merger between Hyannis Trust Company and Cape
Cod Trust Company in 1964 and the resulting entity's subsequent merger with
Buzzards Bay National Bank in 1974. All of CCBT's facilities are located in
Barnstable County, Massachusetts. In addition to the main office located in
Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay,
Centerville, Chatham, Dennis, South Dennis, Falmouth, East Harwich, Harwichport,
Hyannis, Mashpee, North Eastham, Orleans, Osterville, Pocasset, Provincetown,
Sandwich, South Yarmouth, Wellfleet and a Customer Service Center that is
located in South Yarmouth.
CCBT has 3 wholly-owned subsidiaries: TBM Development Corporation, which
holds and manages certain non-performing loans; CCB&T Brokerage Direct, Inc., a
broker-dealer for customers' securities transactions; and CCBT Securities
Corporation, a securities corporation engaged exclusively in bank-permissible
buying and selling of securities.
CCBT is the largest commercial bank headquartered in Barnstable County.
It offers a range of commercial banking services for individuals, businesses,
non-profit organizations, governmental units and fiduciaries. CCBT receives
substantially all of its deposits from and makes substantially all of its loans
to individuals and businesses on Cape Cod, Massachusetts.
CCBT's principal sources of revenue are loans and investments, which
accounted for 80% of CCBT's gross income during 1997. Of the remaining portion
of revenues, 3% was received from service charges. The balance of revenues was
derived from Trust Department income and other miscellaneous items. Banking
services for individuals include checking accounts, regular savings accounts,
NOW accounts, money market deposit accounts, certificates of deposit, club
accounts, mortgage loans, consumer loans, safe deposit services, trust services,
discount brokerage and investment services. In the latter category, a
substantial amount of CCBT's business involves acting as agent to purchase U.S.
Government securities for its customers. CCBT also owns and maintains 30
automated teller machines that are connected to the TX, AMEX, CIRRUS, NYCE,
EXCHANGE, and PLUS networks. Trust Department services include estate, tax
returns, agency, investment management, discount brokerage, custodial services,
and IRA accounts. CCBT has no involvement in foreign countries and does not
derive any of its income from foreign sources.
Upon completion of the Proposed Reorganization, CCBT will consider
conversion of its Massachusetts trust company charter to a national bank
charter.
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At June 30, 1998, CCBT had total assets of $1,162,481,000, total
deposits of $720,928,000, and total stockholders' equity of $79,794,000. For the
fiscal year ended December 31, 1997 and the six month period ended June 30,
1998, CCBT had net income of $13,248,536 and $16,874,000, respectively. On June
30, 1998, CCBT's leverage ratio was 7.75% and its Tier 1 risk-based and total
risk-based capital ratios were 11.36% and 12.60%, respectively. As a result,
CCBT is considered "well-capitalized" under applicable prompt corrective action
regulations. Copies of CCBT's 1997 Annual Report and most recent quarterly
report on Form 10-Q are attached hereto as Exhibit 1.
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PURPOSE OF THE TRANSACTION
The Board of Directors of CCBT believes that a holding company structure
will provide flexibility for meeting the future financial needs of CCBT and
responding to competitive conditions in the financial services market. For
example, although no transactions are presently contemplated, the holding
company structure will facilitate the acquisition of other banks as well as
other companies engaged in bank-related activities if and when opportunities
arise. In this regard, a holding company structure would permit an acquired
entity to operate on a more autonomous basis as a wholly-owned subsidiary of
Bancorp rather than as a division of CCBT. This more autonomous operation may be
decisive in acquisition negotiations. In addition, the stock of Bancorp might
serve as appropriate consideration in any such acquisition.
Moreover, as a bank holding company, Bancorp will not be subject to the
same regulatory restrictions as CCBT and may be able to acquire and invest more
freely in certain bank and bank-related activities as well as such other
activities as might be permitted by regulatory authorities. In addition, Bancorp
will not be subject to the same regulatory limitations on the amounts which it
can invest in its subsidiaries and other businesses and will not be required to
obtain regulatory approval before issuing shares of its capital stock, except
under certain circumstances. Providing even further operational flexibility,
repurchases of stock by Bancorp will not be subject to the same regulatory
approval as is required for such repurchases by CCBT.
DESCRIPTION OF THE PROPOSED REORGANIZATION
The Proposed Reorganization will be effected pursuant to a Plan of
Reorganization and Acquisition dated as of October 8, 1998, by and between
Bancorp and CCBT (the "Plan of Reorganization"), a copy of which is attached as
Exhibit 2 hereto, in accordance with Massachusetts General Laws, Chapter 172,
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Section 26B ("Section 26B")./1/
__________________
/1/ The Plan of Reorganization provides that it shall not become effective
until all of the following shall have first occurred: (i) the Plan of
Reorganization shall have been approved by the affirmative vote of the holders
of two-thirds of the outstanding common stock of CCBT at a meeting of such
stockholders called for such purpose,
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In accordance with Section 26B, the Plan of Reorganization was approved
by the Boards of Directors of Bancorp and CCBT on October 8, 1998. The Plan of
Reorganization also is expected to be approved by the holders of more than two-
thirds of the outstanding shares of CCBT's common stock entitled to vote at a
special meeting of CCBT's stockholders to be held on December 4, 1998. A copy of
the proxy statement substantially in the form to be delivered to the
stockholders in connection with the Proposed Reorganization (the "Proxy
Statement") is attached hereto as Exhibit 3.
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Under the Plan of Reorganization, Bancorp will become the owner of all
the outstanding shares of the common stock of CCBT, and each stockholder of CCBT
who does not exercise dissenters' rights with respect to the Plan of
Reorganization will become the owner of one share of Bancorp common stock for
each share of common stock of CCBT held immediately prior to the consummation of
the Proposed Reorganization. On the effective date of the Proposed
Reorganization, each share of common stock of CCBT will be automatically
converted into and exchanged for one share of Bancorp common stock.
The number of shares of Bancorp common stock to be issued at the
effective time of the Proposed Reorganization will equal the number of shares of
common stock of CCBT issued and outstanding immediately prior thereto, less the
number of shares of common stock of CCBT held by dissenting stockholders. Shares
of Bancorp common stock that would have been issued had dissenting stockholders
not dissented will remain as authorized but unissued shares of Bancorp common
stock. The shares of Bancorp common stock that are outstanding prior to the
effective time of the Proposed Reorganization, all of which are presently held
by CCBT, will be cancelled as part of the Proposed Reorganization.
After consummation of the Proposed Reorganization, CCBT, as a subsidiary
of Bancorp, will continue to serve the communities it presently serves from its
existing office locations. In connection with the Proposed Reorganization, CCBT
currently intends to transfer up to $5 million to Bancorp in the form of a
capital contribution immediately prior to the
_________________________
(ii) the Plan of Reorganization shall have been approved by the Massachusetts
Commissioner of Banks and a copy of the Plan of Reorganization with his approval
endorsed thereon shall have been filed in his office, all as provided in Section
26B, (iii) any approval, consent or waiver required by the Board of Governors of
the Federal Reserve System shall have been received and any waiting period
imposed by applicable law shall have expired, (iv) CCBT shall have received a
favorable opinion from its counsel, satisfactory in form and substance to CCBT,
with respect to the federal income tax consequences of the Plan of
Reorganization and the acquisition contemplated thereby, (v) the shares of
Bancorp common stock to be issued to the holders of common stock of CCBT
pursuant to the Proposed Reorganization shall have been registered or qualified
for such issuance to the extent required under all applicable state securities
laws, and (vi) CCBT and Bancorp shall have obtained all other consents,
permissions and approvals and taken all actions required by law or agreement, or
deemed necessary by CCBT or Bancorp, prior to the consummation of the
acquisition provided for by the Plan of Reorganization and to Bancorp's having
and exercising all rights of ownership with respect to all of the outstanding
shares of common stock of CCBT acquired by it thereunder.
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effective date of the Proposed Reorganization. If such a transfer to Bancorp had
been made on June 30, 1998, the leverage, Tier 1 risk-based, and total risk-
based capital ratios of CCBT would have been approximately 7.30%, 10.64% and
11.88%, respectively. CCBT would therefore continue to be considered "well-
capitalized" under the applicable prompt corrective action regulations. As
discussed in the Proxy Statement, attached hereto as Exhibit 3, CCBT generally
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contemplates that the funds will provide Bancorp with flexibility in its ongoing
operations without having to rely on dividends from CCBT. For example, CCBT
intends for the funds to enable Bancorp to engage in general corporate
activities, such as paying the regular quarterly dividends that CCBT
historically has paid to its stockholders. Moreover, although no definitive
plans or corporate authorization has yet occurred with respect to this matter,
if market conditions warrant, Bancorp may at some point in the future engage in
a stock repurchase program or establish a nonbank subsidiary, all in full
accordance with Regulation Y. No debt would be incurred in connection with the
transfer, and, as demonstrated herein, CCBT would remain well-capitalized under
the applicable prompt corrective action guidelines after such transfer.
The Charter and By-laws of CCBT will not be affected in any material
respect by consummation of the Proposed Reorganization, and the Articles of
Organization and By-laws of Bancorp are substantially identical to those of
CCBT. The Cape Cod Bank and Trust Company 1997 Stock Option Plan will become a
plan of Bancorp. All other stock related benefit plans of CCBT will be unchanged
by the Proposed Reorganization, except that any plan which refers to the common
stock of CCBT, such as the Cape Cod Bank and Trust Company Employee Stock
Ownership Plan and Trust, will, following the completion of the Proposed
Reorganization, be deemed to refer instead to Bancorp common stock.
The Directors, officers and other employees of CCBT will be unchanged by
the Proposed Reorganization. The Board of Directors of Bancorp will initially
consist of six of the fourteen persons currently serving as members of the Board
of Directors of CCBT. The President and Chief Executive Officer, Chief Financial
Officer and the Clerk of Bancorp will initially be the persons currently
serving, respectively, as President and Chief Executive Officer, Chief Financial
Officer and Secretary of CCBT.
FEDERAL RESERVE BOARD REGULATION Y NOTICE REQUIREMENTS
Set forth below is a discussion of the relevant provisions of Federal
Reserve Board Regulation Y notice procedure which shows that the Proposed
Reorganization qualifies for eligibility under the notice procedures of Section
225.17(a), and specifically discusses why the Proposed Reorganization satisfies
each of the requirements set forth in Section 225.17(b) and otherwise merits
Federal Reserve System approval. For ease of review, the text of each applicable
item of Section 225.17 has been set forth in a "box" format.
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SECTION 225.17(A) ELIGIBILITY REQUIREMENTS
To qualify for the notice procedure under Section 225.17, a proposal
must satisfy the criteria set forth at Section 225.17(a). As discussed below,
the Proposed Reorganization satisfies each of the first seven conditions and
will satisfy the eighth condition upon expiration of the 30-day period following
notice to the Reserve Bank, assuming no objection or a request for an
application under Section 225.15 is received during such period.
(1) THE SHAREHOLDER OR SHAREHOLDERS WHO CONTROL AT LEAST 67 PERCENT OF
THE SHARES OF THE BANK WILL CONTROL, IMMEDIATELY AFTER THE
REORGANIZATION, AT LEAST 67 PERCENT OF THE SHARES OF THE HOLDING
COMPANY IN SUBSTANTIALLY THE SAME PROPORTION, EXCEPT FOR CHANGES IN
SHAREHOLDERS' INTERESTS RESULTING FROM THE EXERCISE OF DISSENTING
SHAREHOLDERS' RIGHTS UNDER STATE OR FEDERAL LAW;
In accordance with the Plan of Reorganization, Bancorp will become the
owner of all the outstanding shares of common stock of CCBT and each stockholder
of CCBT who does not exercise dissenters' rights with respect to the Plan of
Reorganization will become the owner of one share of Bancorp common stock for
each share of common stock of CCBT held immediately prior to the consummation of
the Proposed Reorganization. Accordingly, the Bank believes that this condition
will be satisfied.
(2) NO SHAREHOLDER, OR GROUP OF SHAREHOLDERS ACTING IN CONCERT, WILL,
FOLLOWING THE REORGANIZATION, OWN OR CONTROL 10 PERCENT OR MORE OF
ANY CLASS OF VOTING SHARES OF THE BANK HOLDING COMPANY, UNLESS THAT
SHAREHOLDER OR GROUP OF SHAREHOLDERS WAS AUTHORIZED, AFTER REVIEW
UNDER THE CHANGE IN BANK CONTROL ACT OF 1978 (12 U.S.C. 1817(J)) BY
THE APPROPRIATE FEDERAL BANKING AGENCY FOR THE BANK, TO OWN OR
CONTROL 10 PERCENT OR MORE OF ANY CLASS OF VOTING SHARES OF THE
BANK;
Currently, the Abel D. Makepeace Trust/u Will (the "Trust") and certain
related interests (including certain trustees who own shares of CCBT other than
in their fiduciary capacities and such trustees' spouses, minor children or
other relatives living in their home, or estates or trusts in which the trustees
have a beneficial interest) (the Trust and these related interests will be
collectively referred to herein as the "Trust and Related Interests") own or
control in the aggregate more than 10 percent of the common stock of CCBT (see
chart attached as Exhibit 4). As discussed in greater detail below, ownership by
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these parties of CCBT common stock dates back to May 15, 1974, the effective
date of the merger between CCBT and Buzzards Bay National Bank in 1974.
Based on discussions with the Reserve Bank, we understand that ownership
of 10 percent or more of any class of voting shares of CCBT that predates the
Change in Bank Control Act of 1978 (12 U.S.C. 1817(j)) (the "CBCA") is deemed
not to affect CCBT's eligibility under Section 225.17(a)(2). As noted above, the
Trust and Related Interests have
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continuously held 10 percent or more of the outstanding shares of common stock
of CCBT since before 1978. See chart attached as Exhibit 4. Moreover, because
the Trust and Related Interests initially acquired their interest in CCBT when
Buzzards Bay National Bank merged with CCBT (by means of a conversion of one
share of Buzzards Bay common stock into four shares of CCBT common stock), we
believe that the Trust and Related Interests acquired CCBT stock in a
transaction that would have received substantially the equivalent regulatory
review to a notice under the CBCA.
No other stockholders, or group of stockholders acting in concert, have
acquired ownership or control of 10 percent or more of any class of voting
shares of CCBT since 1978 or, based on CCBT's current stockholders as of October
6, 1998 (a list of which is attached hereto as Confidential Exhibit 5), are
----------------------
expected to own or control 10% or more of any class of voting shares of Bancorp
following the Proposed Reorganization./2/
Further, based on the foregoing, no company (other than Bancorp) is
expected to be required to register as a bank holding company as a result of the
Proposed Reorganization, a possibility contemplated by footnote 4 to Section
225.17. Furthermore, as indicated above, Bancorp is not being organized in
mutual form.
Finally, the Trust is not a bank holding company as defined by Section
2(a) of the Bank Holding Company Act of 1956, as amended, or Section 225.2(c)(1)
of Regulation Y because it does not constitute "a company ... that has direct or
indirect control of a bank." The Trust is not a "company," as defined by Section
225.2(d)(1), because by its terms the Trust must terminate within 21 years and
10 months after the death of individuals living on the effective date of the
trust.
(3) THE BANK IS ADEQUATELY CAPITALIZED (AS DEFINED IN SECTION 38 OF THE
FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1831O));
As is discussed in the Introduction, CCBT currently is well-capitalized
under applicable prompt corrective action regulations.
(4) THE BANK HAS RECEIVED AT LEAST A COMPOSITE "SATISFACTORY" RATING AT
ITS MOST RECENT EXAMINATION, IN THE EVENT THAT THE BANK WAS
EXAMINED;
As demonstrated in the certificate attached hereto as Confidential
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Exhibit 6, the requirements of Section 225.17(a)(4) have been satisfied.
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_______________________
/2/ CCBT has not become aware of any information since October 6, 1998,
which indicates any significant shift in stock ownership since October 6, 1998,
or that any such shift will occur prior to the consummation of the Proposed
Reorganization.
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(5) AT THE TIME OF THE REORGANIZATION, NEITHER THE BANK NOR ANY OF ITS
OFFICERS, DIRECTORS, OR PRINCIPAL SHAREHOLDERS IS INVOLVED IN ANY
UNRESOLVED SUPERVISORY OR ENFORCEMENT MATTERS WITH ANY APPROPRIATE
FEDERAL BANKING AGENCY;
Neither CCBT nor any of its officers or directors is involved in any
unresolved supervisory or enforcement matters with any appropriate federal
banking agency. CCBT is not aware of any principal shareholders (as defined in
Section 225(2)(n)(2) of Regulation Y) being involved in any unresolved
supervisory or enforcement matters with any appropriate federal banking agency.
(6) THE COMPANY DEMONSTRATES THAT ANY DEBT THAT IT INCURS AT THE TIME
OF THE REORGANIZATION, AND THE PROPOSED MEANS OF RETIRING THIS
DEBT, WILL NOT PLACE UNDUE BURDEN ON THE HOLDING COMPANY OR ITS
SUBSIDIARY ON A PRO FORMA BASIS;
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Bancorp will not assume any debt at the effective time of the Proposed
Reorganization.
(7) THE HOLDING COMPANY WILL NOT, AS A RESULT OF THE REORGANIZATION,
ACQUIRE CONTROL OF ANY ADDITIONAL BANK OR ENGAGE IN ANY ACTIVITIES
OTHER THAN THOSE OF MANAGING AND CONTROLLING BANKS; AND
Bancorp, as a result of the Proposed Reorganization, will only directly
acquire CCBT and indirectly acquire CCBT's existing subsidiaries. Bancorp has no
current plans to acquire any other banking or nonbanking interests. Attached as
Confidential Exhibit 7 hereto is a pro forma organizational chart for Bancorp.
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(8) DURING THIS PERIOD, NEITHER THE APPROPRIATE RESERVE BANK NOR THE
BOARD OBJECTED TO THE PROPOSAL OR REQUIRED THE FILING OF AN
APPLICATION UNDER SECTION 225.15 OF THIS SUBPART.
Expiration of the 30-day period following receipt of this Notice by the
Reserve Bank without such objection or request will satisfy this requirement.
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SECTION 225.17(B) NOTICE REQUIREMENTS
As shown above, the Bank believes that the Proposed Reorganization
qualifies for the notice procedure under Section 225.17. Set forth below is
additional information required under Section 225.17(b) of Regulation Y in
support of the Bank's request for approval of the Proposed Reorganization.
(1) CERTIFICATION BY THE NOTIFICANT'S BOARD OF DIRECTORS THAT THE
REQUIREMENTS OF 12 U.S.C. 1842(A)(C) AND THIS SECTION ARE MET BY
THE PROPOSAL;
A copy of the required certification by Bancorp is attached as Exhibit 8
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hereto.
(2) A LIST IDENTIFYING ALL PRINCIPAL SHAREHOLDERS OF THE BANK PRIOR TO
THE REORGANIZATION AND OF THE HOLDING COMPANY FOLLOWING THE
REORGANIZATION, AND SPECIFYING THE PERCENTAGE OF SHARES HELD BY
EACH PRINCIPAL SHAREHOLDER IN THE BANK AND PROPOSED TO BE HELD IN
THE NEW HOLDING COMPANY;
Besides the Trust discussed above, CCBT had no principal shareholders
(as defined in Section 225(2)(n)(2) of Regulation Y) as of October 6, 1998, and
none are contemplated to exist at the consummation of the Proposed
Reorganization. A list of all stockholders of CCBT as of October 6, 1998, is
attached hereto as Confidential Exhibit 5.
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(3) A DESCRIPTION OF THE RESULTING MANAGEMENT OF THE PROPOSED BANK
HOLDING COMPANY AND ITS SUBSIDIARY BANK, INCLUDING (I) BIOGRAPHICAL
INFORMATION REGARDING ANY SENIOR OFFICERS AND DIRECTORS OF THE
RESULTING BANK HOLDING COMPANY WHO WERE NOT SENIOR OFFICERS OR
DIRECTORS OF THE BANK PRIOR TO THE REORGANIZATION; AND (II) A
DETAILED HISTORY OF THE INVOLVEMENT OF ANY OFFICER, DIRECTOR, OR
PRINCIPAL SHAREHOLDER OF THE RESULTING BANK HOLDING COMPANY IN ANY
ADMINISTRATIVE OR CRIMINAL PROCEEDING; AND
Management of CCBT will remain unchanged after the effective time of the
Proposed Reorganization. A list of the management of Bancorp after the effective
time of the Proposed Reorganization is attached as Exhibit 9 hereto. As
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discussed above, the initial directors of Bancorp will consist of six of the
fourteen persons currently serving as members of the Board of Directors of CCBT.
The President and Chief Executive Officer, Chief Financial Officer and the Clerk
of Bancorp will initially be the persons serving as, respectively, President and
Chief Executive Officer, Chief Financial Officer and Secretary of CCBT. No
officer or director is involved in any administrative or criminal proceeding.
CCBT is not aware of any principal shareholder being involved in any
administrative or criminal proceeding.
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(4) PRO FORMA FINANCIAL STATEMENTS FOR THE HOLDING COMPANY, AND
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A DESCRIPTION OF THE AMOUNT, SOURCE, AND TERMS OF DEBT, IF ANY,
THAT THE BANK HOLDING COMPANY PROPOSES TO INCUR, AND INFORMATION
REGARDING THE SOURCES AND TIMING FOR DEBT SERVICE AND RETIREMENT.
CCBT's 1997 year-end and most recent quarterly balance sheets and income
statements are included in its annual report and quarterly report on Form 10-Q,
attached hereto as Exhibit 1. Attached hereto as Confidential Exhibit 10 are a
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pro forma consolidated balance sheet at June 30, 1998 for Bancorp and pro forma
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capital ratios as of June 30, 1998 for CCBT. As discussed more fully above,
Bancorp will incur no debt at the effective time of the Proposed Reorganization.
REQUEST FOR CONFIDENTIAL TREATMENT
Bancorp requests the Federal Reserve System to accord confidential
treatment to the materials in the separately bound Confidential Exhibits volume
in accordance with Part 261 of the Rules of the Board of Governors Regarding
Disclosure of Information and applicable exemptions from the Freedom of
Information Act. The materials contained in the Confidential Exhibits volume
include privileged and confidential commercial and financial information that is
not otherwise publicly available and disclosure of which would likely cause
significant competitive harm to Bancorp and CCBT, and material that is contained
in, or related to, confidential supervisory information prepared by a federal
financial institution supervisory agency that deems such information
confidential. Examples of this type of information include the pro forma
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financial statements for Bancorp and CCBT, the list of stockholders of CCBT, and
a certificate regarding CCBT's rating at its most recent examination. As such,
these materials are exempt from public disclosure requirements and entitled to
confidential treatment under (S)(S)(S)(S) 261.8(a)(2) and (a)(3) and (S)(S)
261.17 of the Board'S Rules and the Freedom of Information Act, 5 U.S.C. (S)(S)
552(b).
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We appreciate your attention to this Notice. Please confirm receipt of
an original and 6 copies of this Notice, including the Confidential Exhibits
volume provided herewith, by signing or date-stamping the enclosed receipt copy
of this letter and returning it to the messenger. As always, if you require
additional information or have any questions concerning this Notice, please do
not hesitate to call me at (617) 570-1374 or William Pratt Mayer at (617) 570-
1534.
Sincerely,
/s/ Josefina Rotman Childress
Josefina Rotman Childress
cc: Stephen B. Lawson
President and Chief Executive Officer
John S. Burnett
Vice President and Secretary
Paul W. Lee, P.C.
William Pratt Mayer
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