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The Greater New York Savings Bank New York, New York

IN RE: The Greater New York Savings Bank

Application Pursuant to S24 of the Federal Deposit Insurance Act

ORDER

The Board of Directors has fully considered all available. facts and information relevant to Section 24 of the Federal Deposit Insurance Act, 12 U.S.C. S 1831a, and Section 362 of the Federal Deposit Insurance Corporation Rules and Regulations, 12 C.F.R. S 362.4, relating to an application by The Greater New York Savings Bank, New York, New York ('the Bank'), for consent to engage as principal through majority owned subsidiaries ('the Subsidiaries') in activities that are not permissible for a subsidiary of a national bank, and has concluded the application should be approved subject to certain conditions.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application by the Bank for consent to engage as principal through majority owned subsidiaries in activities that are not permissible for a subsidiary of a national bank be and the same hereby is approved subject to the following conditions:

l. That the Bank and the Subsidiaries shall take the necessary actions to establish, and the Subsidiaries shall operate in a manner so as to ensure a separate corporate existence for each majority owned subsidiary which:

(a) is adequately capitalized,

(b) is physically separate and distinct in its operations from the operations of the Bank,

(c) maintains separate accounting and other corporate records,

(d) observes separate formalities such as separate board of directors' meetings,

(e) maintains a board of directors with one or more independent, knowledgeable outside directors and management expertise capable of conducting activities in a safe and sound manner,

(f) contracts with the Bank for any service on terms and conditions comparable to those available to or from independent entities, and

(g) conducts business pursuant to separate policies and procedures designed to inform customers and prospective customers of the Subsidiaries that the Subsidiaries is a separate organization from the Bank, including the placement of specific language on any debt instrument or contract with a third party disclosing that the Bank itself is not responsible for payment or performance;

2. The Bank's indirect real estate investment activities in the wholly-owned Subsidiaries shall be limited including equity interests, debt obligations of the subsidiary held by the bank, bank guarantees of debt obligations issued by the subsidiary, extensions of credit or commitments of credit from the bank to the subsidiary, and any extensions of credit to any third parties for the purpose of making a direct investment in the subsidiary or making an investment in any investment in which the subsidiary has an interest (defined collectively as "Real Estate Investment"), to those which are currently held and to an amount no greater than that committed;

3. The Bank will divest itself of its interest in each Subsidiary by 12-31-2000 and an interim report will be provided to the FDIC by 12-31-98 indicating the Bank's specific intentions for any Subsidiary that is still active;

4. The Bank shall, on a quarterly basis, perform capital adequacy calculations which deduct all existing and proposed Real estate Investments in the subsidiaries for the purpose of ascertaining its capital level, and that in the event the Bank falls below the level required for a "well capitalized" institution pursuant to Part 325.103(b)(1) of the FDIC's Rules and Regulations, the Bank shall notify the FDIC within 15 days and submit to the FDIC an acceptable plan for restoring capital to a level required for a "well capitalized" institution;

5. That henceforth, notwithstanding Parts 325 and 327 of the FDIC's Rules and Regulations, 12 C.F.R. Parts 325 and 327, the Bank's capital category for purposes of prompt corrective action and Bank's risk adjusted deposit insurance premium shall be calculated based on the Bank's capital after deducting all Real Estate Investments, except that such deductions shall not be made when determining whether the Bank is "critically undercapitalized" as defined under Part 325;

6. That the Bank shall continue to meet all applicable capital standards;

7. That any extensions of credit to any third parties for the purpose of making a direct investment in a Subsidiary, making an investment in any investment in which a Subsidiary has an interest, or any acceptance of any debt obligation of or equity interest in a Subsidiary as collateral security for a loan or extension of credit to any third party by the Bank shall be clearly disclosed to the Bank's board of directors prior to approval of the extension of credit and documented in the board's minutes;

8. That prior to the consummation of a transaction between a Subsidiary and any of the Bank's customers, any potential conflicts of interest be identified, be appropriately resolved, and be clearly disclosed to the board of directors and documented in the board's minutes;

9. That the Bank shall not engage directly or indirectly through a Subsidiary in any real estate investment activity or other transaction with insiders or their related interests without the prior written consent of the FDIC's Director of the Division of supervision or the Director's designee;

10. That the Bank shall:

(a) Not condition any loan on the purchase or rental of real estate from a Subsidiary, and

(b) Not extend credit to any borrower to acquire real estate from a Subsidiary unless it is consistent with safe and sound banking practice and does not involve more than the normal degree of risk of repayment and the credit is extended on terms and under circumstances, including credit standards, that are substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions;

11. That transactions between the Bank and the Subsidiaries shall be made in accordance with the restrictions of Section 23A and 23B of the Federal Reserve Act, 12 U.S.C. S371c and S371c-1, to the same extent as though the Subsidiaries were affiliates of the Bank as defined under Sections 23A and 23B, with the exception that the collateral requirements and investment limitations of 23A shall not apply to loans made by the Bank to finance bona fide sales of assets to third parties consistent with safe and sound underwriting requirements contained in paragraph 11(b) above; and

12. That the consent granted herein is based on the facts and circumstances presented or otherwise known to the FDIC in connection with these requests. The Bank shall notify the FDIC of any significant change in facts or circumstances. If the facts and circumstances change significantly, the FDIC shall have the right to alter, suspend, or withdraw its approval.

Dated at Washington, D. C., this day of , 1995.

BY ORDER OF THE BOARD OF DIRECTORS

Jerry L. Langley
Executive Secretary



Last Updated 03/24/2011 Legal@fdic.gov