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Sanwa Bank California

FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Sanwa Bank California
Los Angeles, California
Application for Consent to Merge with Tokai Bank of California, Los Angeles, California

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance ("FDI") Act, Sanwa Bank California, Los Angeles, Los Angeles County, California, an insured state nonmember bank with total resources of $9,313,705,000 and total individual, partnership, and corporation ("IPC") deposits of $6,688,637,000 as of December 31, 2000, has filed an application for the Corporation's consent to merge with Tokai Bank of California, Los Angeles, Los Angeles County, California, an insured state nonmember bank with total resources of $1,912,623,000 and total IPC deposits of $1,321,808,000 as of December 31, 2000. The resultant bank will be renamed United California Bank, and will operate 117 branches, of which 108 are former Sanwa Bank California branches and 9 are former Tokai Bank of California branches. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.

This proposal is considered a corporate reorganization. UFJ Holdings Inc., a corporation formed on April 2, 2001 under the laws of Japan, is the parent company of two subsidiary banks based in Japan: The Sanwa Bank Ltd. and The Tokai Bank Ltd. The Sanwa Bank Ltd. is the parent of Sanwa Bank California, and The Tokai Bank Ltd. is the parent of Tokai Bank of California. These commonly controlled entities, expected to merge in January, 2002, wish to merge the operations of their California-based subsidiary banks effective July 2, 2001. The Sanwa Bank Ltd. will retain an ownership interest in United California Bank representing 81 percent of common stock, while The Tokai Bank Ltd. will retain an ownership interest of 19 percent of common stock, representing the pro-rata equity ownership of the pre-merger parent companies.

The proposed transaction would not affect the structure of commercial banking or the concentration of banking resources within the relevant markets. Services to be offered in the relevant market by the resultant bank would not differ materially from those presently offered by the proponents. A review of available information, including the Community Reinvestment Act ("CRA") Statements of the proponents, disclosed no inconsistencies with the purpose of the CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the corporation has also taken into consideration the financial and managerial resources and future prospects of the proponent institutions and the resultant bank, and the convenience and needs of the community to be served. Having found favorably on these statutory factors and having considered other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the Corporation's judgment that the application should be and hereby is approved.

The transaction shall not be consummated before the fifteenth calendar day following the date of this Order or later than six months after the date of this Order, unless such period is extended for good cause by the Corporation. Until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By order of the Acting Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington, DC, this day of June, 2001.

Nancy Hall
Acting Deputy Director
Division of Supervision



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