00-30210. Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/​nic/​.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than December 21, 2000.

A. Federal Reserve Bank of St. Louis (Randall C. Sumner, Vice President), 411 Locust Street, St. Louis, Missouri 63166-2034:

1. Carlson Bancshares, Inc., West Memphis, Arkansas; to merge with Lakeside Bancshares, Inc., Hughes, Arkansas, and thereby indirectly acquire The Planters National Bank of Hughes, Hughes, Arkansas.

B. Federal Reserve Bank of Minneapolis (JoAnne F. Lewellen, Assistant Vice President), 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. Lake Bank Shares, Inc., Employee Stock Ownership Plan, Emmons, Minnesota; to acquire an additional 8.19 percent, thereby increasing their ownership to 38.19 percent, of the voting shares of Lake Bank Shares, Inc., Emmons, Minnesota, and thereby indirectly acquire voting shares of The First State Bank of Emmons, Emmons, Minnesota, and Security Bank Minnesota, Albert Lea, Minnesota.

C. Federal Reserve Bank of Dallas (W. Arthur Tribble, Vice President), 2200 North Pearl Street, Dallas, Texas 75201-2272:

1. Prosperity Bancshares, Inc., Houston, Texas, and Prosperity Holdings, Inc., Wilmington, Delaware; to merge with Commercial Bancshares, Inc., Houston, Texas, and Heritage Bancshares, Inc., Wilmington, Delaware, and thereby indirectly acquire voting shares of Heritage Bank, Wharton, Texas.

D. Federal Reserve Bank of San Francisco (Maria Villanueva, Consumer Regulation Group), 101 Market Street, San Francisco, California 94105-1579:

1. First National Bank of Nevada Holding Company, Scottsdale, Arizona; to acquire approximately 91.45 percent of the voting shares of Rocky Mountain Bank, Chandler, Arizona.

2. Mitsubishi Tokyo Financial Group, Inc., Tokyo, Japan; to become a bank holding company by acquiring at least 65 percent of the voting shares of Bank of Tokyo-Mitsubishi Trust Company, New York, New York; Mitsubishi Trust & Banking Corporation (U.S.A.), New York, New York; and UnionBanCal Corporation, San Francisco, California; and thereby acquire shares of Union Bank of California, N.A., San Francisco, California.

In connection with this application, Applicant also has applied to acquire subsidiaries engaged in nonbanking activities, including Bankers Commercial Corporation, Los Angeles, California, and thereby engage in leasing personal and real property pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of RegulationY; UNBC Leasing, Inc., Los Angeles, California, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; UnionBanCal Leasing Corporation, Los Angeles, California, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Stanco Properties, Inc., San Francisco, California, and thereby engage in trust company functions, pursuant to § 225.28(b)(5) of Regulation Y; UnionBanCal Mortgage Corporation, Los Angeles, California, and thereby engage in extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; HighMark Capital Management, Inc., San Francisco, California, and thereby engage in financial and investment advisory activities, pursuant to § 225.28(b)(6) of Regulation Y; Tokyo-Mitsubishi Securities (USA), Inc., New York, New York, and thereby engage in brokerage and investment advisory services, see The Mitsubishi Bank, Limited, 82 Fed. Res. Bull. 436 (1996); and The Bank of Tokyo, Ltd., 76 Fed. Res. Bull. 654 (1990); and thereby engage in providing agency transactional services, pursuant to § 225.28(b)(7) of Regulation Y; financial and investment advisory activities, pursuant to § 225.28(b)(6) of Regulation Y; investment transactions as principal, pursuant to § 225.28(b)(8) of Regulation Y; and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Tokyo-Mitsubishi Futures (USA), Inc., Chicago, Illinois, and thereby engage in acting as a futures commission merchant, pursuant to § 225.28(b)(7) of Regulation Y; BTM Capital Corporation, Boston, Massachusetts, and thereby engage in financial and investment advisory activities, pursuant to § 225.28(b)(6) of Regulation Y; leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; data processing, pursuant to § 225.28(b)(14) of Regulation Y and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; BTMCC Service Corporation, Boston, Massachusetts, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; Oak Grove Traincars, Inc., Boston, Massachusetts, and thereby engage in extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; BFC Assets, Inc., Boston, Massachusetts, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; Engine Lease Finance Corporation, Shannon, Ireland, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; Aviation Lease Finance, L.L.C., Shannon, Ireland, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; BTM Leasing and Finance, Inc., New York, New York, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y; extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; financial and investment advisory activities, pursuant to § 225.28(b)(6) of Regulation Y; and data processing, pursuant to § 225.28(b)(14) of Regulation Y; Diamond Lease (U.S.A.), Inc., Greenwich, Connecticut, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; New England Capital Corp., Avon, Connecticut, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spectrum Capital Ltd., Greenwich, Connecticut, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spc Nevada, Ltd., Carson City, Nevada, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spectrum Aviation Services, Inc., Reston, Virginia, and thereby engage in providing aircraft appraisal services related to extending credit, pursuant to § 225.28(b)(2) of Regulation Y; Spectrum Corona, Inc., Wilmington, Delaware, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spectrum Corona Cogen Ltd., Wilmington, Delaware, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spectrum (CSW) Inc., Wilmington, Delaware, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Spectrum (China SW) Ltd., Wilmington, Delaware, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Volo Inc., Reno, Nevada, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; Winglet L.P., Carson City, Nevada, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; BC Capital Partners L.P., Wilmington, Delaware, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y; and Wingspan II, Inc., Carson City, Nevada, and thereby engage in leasing personal and real property, pursuant to § 225.28(b)(3) of Regulation Y, and extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y.

Board of Governors of the Federal Reserve System, November 21, 2000.

Robert deV. Frierson,

Associate Secretary of the Board.