In Dyer v. Eastern Trust & Banking Co., (D.Me.1971) 336 F.Supp. 890, Judge Gignoux refused to extend the coverage of Section 14(e) to a twostep corporate reorganization involving a merger and exchange of stock. The individual defendants had established Northeastern Bankshares Association, a bank holding company, which in turn had established Kenduskeag Banking Company, a 'phantom bank' never intended to carry on banking business. Eastern merged with Kenduskeag, Eastern surviving. Then each Eastern shareholder who did not dissent exchanged his shares for shares of Northeastern. After the transactions were completed, Eastern was owned by Northeastern, and the past shareholders of the former owned the latter corporation. In effect, the transactions did no more than interpose a bank holding company, Northeastern, between Eastern and its shareholders. There was no real change in ownership and control. As the court found, no more was involved than 'a change in corporate structure'. 336 F.Supp. at 909.