The Seventh Circuit, however, had decided several cases raising similar issues. See Tri-State Bancorporation, Inc. v. Board of Governors of Federal Reserve System, 524 F.2d 562 (7th Cir. 1975) (construing both § 1842(b) and § 1843(c)); First Lincolnwood Corp. v. Board of Governors of Federal Reserve System, 546 F.2d 718 (7th Cir. 1976) (construing § 1842(b)), modified en banc on other grounds, 560 F.2d 258 (1977), reversed, ___ U.S. ___, 99 S.Ct. 505, 58 L.Ed.2d 484 (1978); North Lawndale Economic Development Corp. v. Board of Governors of Federal Reserve System, 553 F.2d 23 (7th Cir. 1977) (construing both § 1842(b) and § 1843(c)); Central Wisconsin Bankshares, Inc. v. Board of Governors of Federal Reserve System, 583 F.2d 294 (7th Cir. 1978) (construing § 1842(b)). In addition, one case on the issue is pending in the Ninth Circuit, Bank-America Corp. v. Board of Governors of Federal Reserve System, Civ. No. 77-1005 (N.D.Cal. 1977), appeal docketed, No. 77-3629 (9th Cir. Oct. 4, 1977).
The four individuals incurred part of this $3.7 million debt in order to buy out the shares of a former chairman and president of the bank, who had been indicted for securities fraud. See 546 F.2d 718, 723-724, n. 1 (CA7 1976) (Fairchild, C.J., dissenting from the panel opinion). The entire $3.7 million debt was secured by the bank stock they had acquired in this and previous transactions.
Third, our sister circuits agree on a general definition of "complete record" as comprising all final material needed for the Board's decision that is received from the various interested sources outside of the Board, and that the 91-day period should begin to run upon the Board's receipt of all of this material. BankAmerica, 596 F.2d at 1378; Central Wisconsin Bankshares, Inc. v. Board of Governors of the Federal Reserve System, 583 F.2d 294, 296-97 (7th Cir. 1978); North Lawndale, 553 F.2d at 27; First Lincolnwood Corp. v. Board of Governors of the Federal Reserve System, 546 F.2d 718, 721 (7th Cir. 1977), modified on other grounds on rehearing en banc, 560 F.2d 258 (7th Cir. 1977), rev'd on other grounds, 439 U.S. 234, 99 S.Ct. 505, 58 L.Ed.2d 484 (1978); Tri-State, 524 F.2d at 566. We agree with this general definition, and hold that as a general matter, the 91-day period begins to run when the Board receives from the various interested, external sources the final material relevant to and necessary for its decision on an application.
Central Wisconsin Bankshares, Inc. v. Board of Governors of the Federal Reserve System, 7 Cir., 1978, 583 F.2d 294, 296. See also First Lincolnwood Corp. v. Board of Governors of the Federal Reserve System, 7 Cir., 1976, 546 F.2d 718, modified in banc on other grounds, 1977, 560 F.2d 258; rev'd on other grounds, 1978 ___ U.S. ___, 99 S.Ct. 505, 58 L.Ed.2d 484;Tri-State Bancorporation, Inc. v.Board of Governors of the Federal Reserve System, 7 Cir., 1975, 524 F.2d 562. Central Wisconsin Bankshares involved an application by a bank to acquire the voting shares of another bank. First Lincolnwood and North Lawndale Economic Development Corporation, supra, both involved applications by bank holding companies to acquire banks.
A panel of this court affirmed. First Lincolnwood Corporation v. Board of Governors of the Federal Reserve System, 546 F.2d 718 (7th Cir. 1976). The court has reheard the case in banc.
Moreover, the June 7, 1976, order of the Board denying petitioner's application admittedly considered the merits of the application — a tacit concession by the Board that the petition was within the Board's discretion to grant or deny. By letter of December 23, 1976, the Board called our attention to First Lincolnwood Corporation v. Board of Governors of the Federal Reserve System, 546 F.2d 718 (7th Cir. 1976). However, the ninety-one day period did not run there because the Board acted on January 9, 1976, "well within [the] ninety-one days of the last submission to it by First Lincolnwood on November 8, 1975, of the third quarter financial statements of the Bank" ( 546 F.2d at 721).
Under the "tolling" theory, represented by a pre- Tri-State Bancorporation opinion of the Fed, the Fed staff at some point declares the record to be complete. If the Fed changes its mind and requests new information after that, the 91-day period is tolled or stayed from the date of request until the requested material is received, and the balance of the 91-day period runs thereafter. The other, "retriggering," theory was the unstated assumption underlying both Tri-State Bancorporation and First Lincolnwood Corp. v. Bd. of Governors of Federal Reserve System, 546 F.2d 718 (7th Cir. 1976). Under this theory an arguably complete record is reopened by a timely request by the Fed which produces information both new and necessary for full consideration.