(a) Requirements.
(1) Any foreign bank or affiliate of a
foreign bank
that has credit outstanding to any person or group of persons, in
the aggregate, which is secured, directly or indirectly, by 25 percent
or more of any class of voting securities of a state member bank,
shall file a consolidated report with the appropriate Reserve Bank
for the state member bank.
(2) The foreign bank or its affiliate also
shall file a copy of the report with its appropriate federal banking
agency.
(3) Any shares
of the state member bank held by the foreign bank or any affiliate
of the foreign bank as principal must be included in the calculation
of the number of shares in which the foreign bank or its affiliate
has a security interest for purposes of paragraph (a) of this section.
4-052.72
(b) Definitions. For
purposes of paragraph (a) of this section:
(1) Foreign bank shall have the
same meaning as in section 1(b) of the International Banking Act of
1978 (12 USC 3101).
(2) Credit outstanding includes any loan or extension of credit;
the issuance of a guarantee, acceptance, or letter of credit, including
an endorsement or standby letter of credit; and any other type of
transaction that extends credit or financing to the person or group
of persons.
(3) Group of persons includes any number of persons that the foreign
bank or any affiliate of a foreign bank has reason to believe—
(i) are acting together, in concert, or with one another to acquire
or control shares of the same insured depository institution, including
an acquisition of shares of the same depository institution at approximately
the same time under substantially the same terms; or
(ii) have made, or propose to make,
a joint filing under section 13 or 14 of the Securities Exchange Act
of 1934 (15 USC 78m or 78n), and the rules promulgated thereunder
by the Securities and Exchange Commission regarding ownership of the
shares of the same insured depository institution.
4-052.73
(c) Exceptions. Compliance
with paragraph (a) of this section is not required if—
(1) the person or group of persons referred
to in that paragraph has disclosed the amount borrowed and the security
interest therein to the Board or appropriate Reserve Bank in connection
with a notice filed under section 225.41 of this subpart, or another
application filed with the Board or Reserve Bank as a substitute for
a notice under section 225.41 of this subpart, including an application
filed under section 3 of the BHC Act (12 USC 1842) or section 18(c)
of the Federal Deposit Insurance Act (Bank Merger Act, 12 USC 1828(c)),
or an application for membership in the Federal Reserve System; or
(2) the transaction involves
a person or group of persons that has been the owner or owners of
record of the stock for a period of one year or more; or, if the transaction
involves stock issued by a newly chartered bank, before the bank is
opened for business.
4-052.74
(d) Report requirements.
(1) The consolidated report shall indicate
the number and percentage of shares securing each applicable extension
of credit, the identity of the borrower, and the number of shares
held as principal by the foreign bank and any affiliate thereof.
(2) A foreign bank, or
any affiliate of a foreign bank, shall file the consolidated report
in writing within 30 days of the date on which the foreign bank or
affiliate first believes that the security for any outstanding credit
consists of 25 percent or more of any class of voting securities of
a state member bank.
(e) Other reporting requirements. A foreign
bank, or any affiliate thereof, that is supervised by the System and
is required to report credit outstanding that is secured by the shares
of an insured depository institution to another federal banking agency
also shall file a copy of the report with the appropriate Reserve
Bank.
