FR Y-10 Report of Changes in Organizational Structure

FR Y-10
OMB Number 7100-0297
Expires December 31, 2009

Board of Governors of the Federal Reserve System

Report of Changes in Organizational Structure - FR Y-10
Cover Page

Submission Date
(MM/DD/YYYY)

T
F
A
DR
0,
pril 3

2008

ve A

Legal Name

ti
Effec

Street Address

Reporter’s Mailing Address (if different from street address)

City and County

Mailing City

State/Province, Country

7

, 200

l 13
Apri

Reporter’s Name, Street and Mailing Address

Mailing State/Province, Country

Zip/Postal Code

Zip/Postal Code

Contact’s Name and Mailing Address for this Report
Name and Title

Contact’s Mailing Address (if different from reporter’s)

Phone Number (include area code and if applicable, the extension)

Mailing City

Fax Number (include area code)

Mailing State/Province, Country

Zip/Postal Code

E-mail Address

Does the reporter request confidential treatment for any
portion of this submission?

Authorized Official
I,

,

Yes

Printed Name & Title

am an authorized official of this company named above, and hereby
declare that this report is true and complete to the best of my knowledge and belief.

Signature of Authorized Official

Please identify the report schedule(s) and item(s) to which
this request applies:
In accordance with the instructions on page GEN-2, a letter
justifying the request is being provided.
The information for which confidential treatment is sought is
being submitted separately and labeled “Confidential.”

Date of Signature

No

Public reporting burden for the information collection is estimated to average 1 hour per
response, including time to gather and maintain the data and complete the information
collection. The Federal Reserve may not conduct or sponsor, and a person is not required
to respond to any information collection unless it displays a currently valid OMB control
number.

This report is required by law: Sections 4(k) and 5(c)(1)(A) of the Bank Holding
Company Act (12 U.S.C. §§ 1843(k), 1844(c)(1)(A)); Section 8(a) of the International
B a n k i n g A c t ( 1 2 U . S . C . § 3 1 0 6 ( a ) ) ; S e c t i o n s 11 ( a ) ( 1 ) , 2 5 ( 7 ) a n d 2 5 A o f t h e
Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 321, 601, 611a and 615); Section 211.13(c) of
Regulation K (12 CFR 211.13(c)); and Sections 225.5(b) and 225.87 of Regulation Y
(12 CFR 225.5(b) and 225.87).

FRB Use Only
ID_RSSD

FRB Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)

Banking Schedule

If applicable, former d/h

Use this schedule to report information about a reporter that is a Banking Company, and about a reporter’s directly or indirectly held
interests in a banking company.
Check box if correction:
1.a Event Type (check one or more):

1.b Date of Event :

(MM/DD/YYYY)

No Longer Reportable
Became Inactive
Debts Previously Contracted
07
Became Reportable l 13, 20

Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority

Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
If other, please describe:

Apri

FT0, 2008
A
R
D April 3

Characteristics Section
2.a
Legal Name of Banking Company

If Name Change or Correction, Prior Legal Name of Banking Company

3.a

4.

3.b
Current Street Address

If Relocation or Correction, Prior Street Address

City and County

If Relocation or Correction, Prior City and County

State/Province, Country, and Zip/Postal Code

If Relocation or Correction, Prior State/Province, Country, and Zip/Postal Code

Date Opened:

6.

SEC Reporting Status:

7.

CUSIP Number:
not required for FBOs

Fiscal Year End (FBOs and BHCs Only):

5.

(MM/DD/YYYY)

8.

tive

Effec

2.b

(MM/DD)

Not Applicable
Subject to 13(a) or 15(d) of SEC Act of 1934 and Section 404 of SOX Act
Subject to 13(a) or 15(d) of SEC Act of 1934, but not Section 404 of SOX Act
Terminated or suspended reporting requirements under 13(a) or 15(d) of the SEC Act of 1934

leading six digits only

Banking Company Type:

U.S. Commercial Bank

FBO

BHC

U.S. State Chartered Savings Bank

If other, please describe:
9.

General Partnership
Sole Proprietorship
Limited Liability Partnership

Corporation
Business Trust
Cooperative

Business Organization Type:

Limited Partnership
Mutual
Limited Liability Co./Corp.

If other, please describe:
10.

Is the Banking Company consolidated in the reporter’s financial statements?

Yes

No

only reportable for foreign investments

Ownership Section (report at direct holder level unless otherwise noted)
11.

Direct Holder’s Name and Location:
Legal Name

% or 12.b Percentage of Nonvoting Equity:

12.a Percentage of a Class of Voting Shares:
12.c Other Interest:

Yes

City, State/Province, Country

No

13.

Control by Direct Holder:

15.

Former Direct Holder’s Name and Location (if applicable):

Yes

No

Legal Name of Former Direct Holder

14.

Control by Reporter:

Yes

No

City, State/Province, Country

Activity and Legal Authority Section
Activity Type

%

(for List of FRS legal authority and NAICS activity codes, see Appendices A and B of the Instructions)

FRS Legal
Authority Code

NAICS
Activity Code

Description of Activity

16.a Primary Activity
16.b Secondary Activity
(FBOs and BHCs only)

16.c Termination of Activity

FR Y-10
Page 2

FRB Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)

Nonbanking Schedule

If applicable, former d/h

Use this schedule to report information about a reporter that is a Nonbanking Company and a reporter’s directly or indirectly
held interests in a Nonbanking Company.
Check box if correction:
1.a Event Type (check one or more):

1.b Date of Event :

Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
If other, please describe:

(MM/DD/YYYY)

No Longer Reportable
Became Inactive
Became Reportable

Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority

T
F
A
DR

08

0, 20

Characteristics Section
2.a

ril 3
e Ap

v

ti
Effec

2.b
Legal Name of Nonbanking Company

If Name Change or Correction, Prior Legal Name of Nonbanking Company

3.b

3.a
City and County

If Relocation or Correction, Prior City and County

State/Province, Country, and Zip/Postal Code

If Relocation or Correction, Prior State/Province, Country, and Zip/Postal Code

4.

If the Nonbanking Company is a Functionally Regulated Subsidiary, indicate its functional regulator:
Not Applicable
SEC and CFTC
SEC Only
CFTC Only
State Securities Department
State Insurance Regulator

5.

Is the Nonbanking Company a Financial Subsidiary of an insured Depository Institution?

6.

SEC Reporting Status:

7.

CUSIP Number:

Yes

No

Not Applicable
Subject to 13(a) or 15(d) of SEC Act of 1934 and Section 404 of SOX Act
Subject to 13(a) or 15(d) of SEC Act of 1934, but not Section 404 of SOX Act
Terminated or suspended reporting requirements under 13(a) or 15(d) of the SEC Act of 1934

see instructions for when applicable

8.

7

, 200

l 13
Apri

leading six digits only

Nonbanking Company Type (see instructions for list):
If other, please describe:

9.

Business Organization Type:

General Partnership
Sole Proprietorship
Limited Liability Partnership

Corporation
Business Trust
Cooperative

Limited Partnership
Mutual
Limited Liability Co./Corp.

If other, please describe:
10.

Is the Nonbanking Company consolidated in the reporter’s financial statements?

Yes

No

Answer the above question only if the Nonbanking Company is one of the following “foreign” offices:
(a) Consolidated subsidiary in a foreign country; (b) A majority-owned Edge or Agreement subsidiary

Ownership Section (report at direct holder level unless otherwise noted)
11.

Direct Holder’s Name and Location:
City, State/Province, Country

Legal Name

12.a Percentage of a Class of Voting Shares:

100%

80% to <100%

>50% to <80%

25% to 50%

<25% but 25% or more in the aggregate or otherwise controlled elsewhere within the organization

12.b Other Interest:

Yes

No

13.

Control by Direct Holder:

Yes

No

14.

Regulation K, Subpart A Investments:

15.

Former Direct Holder’s Name and Location (if applicable):

Joint Venture

Subsidiary

City, State/Province, Country

Legal Name of Former Direct Holder

Activity and Legal Authority Section
Activity Type

Portfolio Investment

(for List of FRS legal authority and NAICS activity codes, see Appendices A and B of the Instructions)

FRS Legal
Authority Code

NAICS
Activity Code

Description of Activity

16.a Primary Activity
16.b Secondary Activity
16.c Termination of Activity

FR Y-10
Page 3

FRB Use Only
ID_RSSD_E1 (ns)
ID_RSSD_E2 (s)

Merger Schedule
Use this schedule to report certain types of mergers involving a reporter or company within the reporter’s organizational
structure.

Check box if correction:
1. First Full Calendar Date the
Nonsurvivor No Longer Exists:

007

3, 2
pril 1

T
F
A
DR

(MM/DD/YYYY)

A

8

, 200

2. Survivor:

ve

Legal Name

ti
Effec

l 30
Apri

City, State/Province, Country

3. Nonsurvivor:
Legal Name

City, State/Province, Country

Item 4 only applies to mergers involving an insured Depository Institution organized under U.S. law.
4. Did the head office of the nonsurvivor become a branch of the survivor?

Yes

No

FR Y-10
Page 4

FRB Use Only
ID RSSD_TOP (top tier BHC)
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)

4(k) Schedule

Use this schedule to provide required post-transaction notice for activities, formations and acquisitions of companies, and large
merchant banking and insurance company investments authorized under Section 4(k) of the Bank Holding Company Act.

Check box if correction:

Post-Transaction Notice Section
1.b Date of Event :

1.a Event Type (check one only):

(MM/DD/YYYY)

New Activity Commenced Directly by an FHC or Through an Existing Subsidiary
New Activity Commenced Through Acquisition of a Going Concern
New Activity Commenced Through a De Novo Formation
2.

New Activities Commenced
For the event type checked in item 1.a, report the FRS Legal Authority code and the five or six-digit NAICS activity code for each new
activity. Provide a text description of the activity if unable to identify a five or six-digit NAICS activity corresponding to the activity.

7

, 200

FRS Legal
Authority Code
(check one)

NAICS Activity
Code

2.a

311 /

312

2.b

311 /

312

2.c

311 /

312

Description of Activity

l 13
Apri

T
F
2008
,
A
0
3
DRe April
tiv

Effec

Large Merchant Banking or Insurance Company Investments Section
Use this section to report certain merchant banking or insurance company investments when the FHC directly or indirectly acquires
more than 5 percent of a Nonbanking Company’s voting shares or total equity or assets and the cost of the investment exceeds
1) $200 million; or 2) 5 percent of tier 1 capital, whichever is less.
1.

Date of Event
MM/DD/YYYY

2.

Direct Holder’s
Name and Location
Legal Name

City and County

3.

State/Province

Country

Nonbanking Company’s
Name and Location
Legal Name

City and County

4.

Country

Direct Holder’s Investment in Nonbanking Company
Report the percentage amount in a, b, or c, as applicable.
a.

% Voting Securities

b.

% Total Equity

c.
5.

State/Province

% Assets

Initial Aggregate Cost of Investment to the FHC: $

(in millions of U.S. dollars)

FR Y-10
Page 5

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF
City, and Country Code

Branch, Agency, and Representative Office of FBOs Schedule
Use this schedule to report information about U.S. branches, agencies, representative offices, and managed non-U.S. branches
of top-tier and subsidiary Foreign Banking Organizations.
Report all offices, including inactive offices that continue to retain their license.
Check box if correction:

1.b Date of Event :

1.a Event Type (check one only):

(MM/DD/YYYY)

Opening

License Issued

Relocation

Change in Office Type

Became Inactive

License Surrendered

Commenced Activities Through
Managed Non-U.S. Branch

Ceased Activities Through
Managed Non-U.S. Branch

T
F
A
DR
A

tive

If Other, please describe event type:

2007

3,
pril 1

Effec

0,
pril 3

2008

A

Characteristics Section
2.

Office Type (including Managed Non-U.S. Branches)
Branch

Agency

Representative Office

3.
Popular Name

4.a

5.

Current Address

4.b Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip/Postal Code

If Relocation or Correction, Prior State, Country, and Zip/Postal Code

Head Office Legal Name

City, Province, Country and Zip/Postal Code

FR Y-10
Page 6

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF
City, and Country Code

Foreign Branches of U.S. Banking Organizations Schedule
Use this schedule to report information about foreign branches of U.S. banking organizations, including member banks, Edge
and agreement corporations, bank holding companies, and foreign subsidiaries. The term “foreign” refers to one or more
foreign nations, and includes the overseas territories, dependencies, and insular possessions of those nations and of the
United States and the Commonwealth of Puerto Rico.
Report all offices, including inactive offices that continue to retain their license.
Check box if correction:

1.b Date of Event :

1.a Event Type (check one only):

(MM/DD/YYYY)

Opening

Closure

Relocation

If Other, please describe event type:

Characteristics Section
2.

Office Type:
Full-Service Branch

Shell Branch

Other

T
F
A
DR

8

, 200

tive

Effec
3.

7

, 200

l 13
Apri

l 30
Apri

Date of Board Consent or Prior Notification (if applicable):

4.
Popular Name

5.a Current Address

6.

5.b Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City

If Relocation or Correction, Prior City

Province, Country, and Zip/Postal Code

If Relocation or Correction, Prior Province, Country, and Zip/Postal Code

Head Office Legal Name

City, State, Country and Zip/Postal Code

FR Y-10
Page 7

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF

Domestic Branch Schedule

City, and Country Code

Use this schedule to report information on:
1) branches and offices of domestic depository institutions (including territorial depository institutions) controlled directly or
indirectly by top-tier BHCs and state member banks that are not affiliated with a BHC; and,
2) branches of Edge and agreement corporations.

Check box if correction:

1.a

1.b

Event Type:

Date of Event:

(MM/DD/YYYY)

Opening (De Novo)

Purchase of Branches

Acquisition of Branches Through Merger/Absorption

Sale of Branches

Closure

Relocation

Name Change

Change in Service Type

Deletion of Erroneously Reported Branch/Office

If Other, please describe event type:

7

, 200

l 13
Apri

T
F
A
DR

008

Characteristics Section
2.

3.a

ve A

Check applicable service type:
Full Service

Limited Service

Popular Name

4.a Current Address

0, 2
pril 3

Trust

3.b

Electronic Banking

ti
Effec

If Name Change, Prior Popular Name

4.b Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip/Postal Code

If Relocation or Correction, Prior State, Country, and Zip/Postal Code

Head Office Legal Name

City, State, Country and Zip/Postal Code

5.

6.

For Event Types Sale of Branches or Purchase of Branches, provide the name and address of the other
domestic depository institution involved in the transaction and the number of branches sold or purchased:

Name of Other Depository Institution that Sold or Purchased Branches

Number of Branches Sold or Purchased

City, State, Country and Zip/Postal Code

FR Y-10
Page 8