Federal Reserve Bank of Richmond

Section V_- ilit: CRA Public Evaluation:

Week ending May 23, 1997

Definition of Ratings

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner con-
sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

RSSD Examination
Number Name _ of Bank ___Date Rating
887126 First Community Bank, Inc.

2 West Main Street

Buckhannon, West Virginia 26202 2-3-97 Satisfactory
2353595 First Community Bank of Mercer

County, Inc.
1001 Mercer Street
Princeton, West Virginia 24740 2-3-97 Satisfactory

829032 Barbour County Bank
107 Pike Street
Philippi, West Virginia 26416 3-3-97 Needs to improve.



Bank/Location § =  RSSD# — Exam Date

Central Bank of Missouri 491251
P.O. Box 1326
Sedalia, Missouri 65301-1326

Bank of Commerce 547550
P.O. Box 50

Rawlins, Wyoming 82301-0050
Crete State Bank 543057
P.O. Box 66

Crete, Nebraska 68333-0066

*Application is subject to CRA.

02-10-97

02-24-97

02-18-97

CRA Public
—Date_

05-22-97

05-20-97

05-20-97

CRA
Rating

Satisfactory

Outstanding

Satisfactory



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only

Comment Period

Application Ending Date

NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice

Comment Period

Application Ending Date
First Bancorp of River Falls, River Falls, Wisconsin, Not yet available

for prior approval to become a bank holding company
through the acquisition of 100% of the voting shares of
First National Bank of River Falls, River Falls, Wisconsin. *

Ewen Bancshares, Inc., Ewen, Michigan, for prior approval Not yet available
to become a bank holding company through the acquisition

of 100% of the voting shares of State Bank of Ewen, Ewen,

Michigan. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only

Comment Period
Application Ending Date

NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application

NONE.



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed since the H.2A dated May 23, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817()), Regulation ¥ (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Bedene, John B., Bedene Insurance Agency, CIBC Kansas City June 18, 1997
Bedene, Bruce Fowler, Inc.,

Bualle, Becky Suzanne, Arma, KS, and

and Bedene, Barry The First State Bank,

William, as co-trustees Amma, KS

of the Trust Estate

established by the Will

of John H. Bedene,

Deceased, all of Arma,

KS

Central Illinois Bancorp, First Ozaukee Capital 3 Chicago June 26, 1997
Sidney, IL Corporation,

Cedarburg, WI, and
First Ozaukee Savings
Bank,

Cedarburg, WI



SECTION V
Availability of CRA Public Evaluati

In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:

Outstanding recard of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate income 7
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient .
record of ascertaining and helping to mect the credit needs of its entire

delineated community, including low- and moderate- income 7
neighbarhoods, in a manner consistent with its resources and capabilities.

Week Ending May 24, 1997
NAMEOFBANK = RATING = — EXAMINATION DATE

None.

V/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.
3/ Date specified in newspaper notice; a later date may be specified in
the Tederal Register notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
/A - Not Available



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Southeast Bancorp, Inc.,
Corbin, KY

Southerland Family
Limited Partnership,
Batesville, AR

Southern Security
Financial Corporation,
Hollywood, FL

Spangler, Charles Leon,
Aurora, MO

Stearns Financial
Services, Inc.,
Employee Stock
Ownership Plan T1, St.
Cloud, MN, and Stearns
Financial

Services, Inc., St. Cloud,
MN

Summit Bancorp,
Princeton, NJ

Susquehana Bancshares,
Inc.,
Lititz, PA

First Bank of East
Tennessee, National
Association,

La Follette, TN

Citizens Bancshares of
Batesville, Inc.,
Batesville, AR

Southern Security Bank
Corporation,

Hollywood, FL;

Southern Security Bank of
Hollywood,

Hollywood, FL

Seligman Bancshares, Inc.,
Seligman, MO;

First Independent Bank,
Seligman, MO

Arizona Community Bank
of Scottsdale,
Scottsdale, AZ

Collective Bancorp, Inc.,
Egg Harbor, NJ;
Collective Bank,

Egg Harbor, NJ, operating a

federal savings bank
(b)(4)«ii)

Collective Financial
Services, Inc., securities
brokerage & insurance
agency activities (b)(7)(1)
and (b)(11)(iii)

Founders Bank,
Bryn Mawr, PA

3 Cleveland
CIBC St. Louis

3 Atlanta
CIBC St. Louis

3 Minneapolis
4 New York

3 Philadelphia

April 4, 1997

May 15, 1997

April 10, 1997

May 15, 1997

June 6, 1997

May 23, 1997

May 19, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
CCB Financial American Federal Banks, 4 Richmond May 16, 1997
Corporation, F.S.B.,
Durham, NC Greenville, SC, mortgage

lending; acting as agent in

the sale of certain credit

related insurace; savings

association; and brokerage

services (b)(1)(iii), (8)(i),

(9), and (15)
Century Bancorp, MHC, _—Century Savings Bank, 3 Philadelphia May 1, 1997
Bridgeton, NJ; Bridgeton, NJ
and Century Bancorp,
Inc.,
Bridgeton, NJ
CH and JD Byrum, LLC, — American State Bank, 3 Chicago April 14, 1997
Indianapolis, IN Lawrenceburg, IN;

American State Corporation,

Lawrenceburg, IN
Citizens Bancorp, Citizens Bank, 3 San Francisco April 7, 1997
Corvallis, OR Corvallis, OR
Citizens Banking CB Financial Corporation, 3 Chicago May 8, 1997
Corporation, Jackson, MI;
Flint, MI CB North,

Charleviox, MI;

City Bank & Trust,

Jackson, MI;

City Bank,

Saint Johns, MI
Comerzbank AG, CAM Acquisition, LLC, 4 New York May 14, 1997
Frankfurt am Main, Wilmington, DE
Germany Montgomery Asset

Mangement, L-P.,

Montgomery Services,

LLC,

all of San Francisco, CA,

securities activities (b)(7)(i)

and (iii); financial &

Investment advisory

services (b)(6);

administrative services
Commercial Guaranty CGB Capital Corporation, 4 Kansas City June 3, 1997
Bancshares, Inc., Shawnee Mission, KS,
Shawnee Mission, KS private placement of

securities (b)(7)(ii)



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

BanPonce Corporation,
and

Poplar International
Bank, Inc.,

both of Hato Rey,
Puerto Rico

Bay Bankcorp, Inc.,
Gladstone, MI

Bedford Bancshares,
Bedford, TX, and
Bedford Delaware
Bancshares, Inc.,
Dover, DE

Biggs, Danny; Grimes,
Merlin & Nelva; ED&J,
Inc.; Carr, Ronald &
Carol; Sell, Steven J.;
Schenk, Schenk; Call,
Dennis; and Southland,
R. Joe, Great Bend,
Kansas

Binger Agency, Inc.,
Binger, OK

BNB Bancorp, Inc.,
Brookville, OH

BonState Bancshares,
Inc.,

Bonham, TX,

and Bonham Financial
Services, Inc.,

Dover, DE
CORRECTION

BonState Bancshares,
Inc.,

Bonham, TX, and
Bonham Financial
Services, Inc.,
Dover, DE

National Bancorp, Inc.,
Streamwood, IL;
AmericanMidwest Bank
and Trust,

Melrose Park, IL

Baybank,
Gladstone, MI

Western American National
Bank,
Bedford, TX

First Wakeeney Agency,
Inc., Great Bend,

KS, and Interstate Bank,
Great

Bend, KS

Midstate Bancorp, Inc.,
Hinton, OK, and
Legacy Bank TC,
Blanchard, OK, and
Legacy Bank,

Hinton, OK

Brookville National Bank,
Brookville, OH

Bonham State Bank,
Bonham, TX

Bonham Financial Services,
Inc.,

Dover, DE;

Bonham State Bank,
Bonham, TX

CIBC

New York

Minneapolis

Dallas

Kansas City

Kansas City

Cleveland

Dallas

Dallas

April 21, 1997

April 28, 1997

June 23, 1997

May 30, 1996

June 20, 1997

April 28, 1997

April 25, 1997

April 25, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Fannin Bancorp, Inc.,
Employee Stock
Ownership Plan

and Trust,

Windom, TX

Farmers State Bank of
Fort Morgan, ESOP,
Fort Morgan, CO

Farmers State Holding
Company,
Marion, SD

FBA Bancorp, Inc.,
Chicago, IL

Fifth Third Bancorp,
Cincinnati, OH

Financial Services of St.
Croix Falls,
St. Croix Falls, WI

First Bank System, Inc.
Q),

Minneapolis, MN
CONTINUED

Fannin Bancorp, Inc.,
Windom, TX, and
Fannin Bank,
Windom, TX

FSB Bancorporation, Inc.,
Fort Morgan, CO

and Farmers State Bank,
Fort Morgan, CO

First State Financial
Services, Inc.,
Bridgewater, SD, and
First State Bank,
Bridgewater, SD

Interim First Bank, S.B.,
Chicago, IL,a de

novo bank,

First Bank of the Americas,
SSB,

Chicago, IL

Suburban Bancorporation,
Inc.,

Cincinnati, OH,

Suburban Federal Savings
Bank,

Cincinnati, OH

State Bank of Dennison,
Dennison, MN

U.S. Bancorp; U.S, Nat'l
Bank of Oregon, Portland,
OR; U.S. Bank of
Washington, N.A., Seattle,
WA; U.S. Bank of Nevada,
Reno, NV; U.S. Bank ot
Utah, Salt Lake City, UT;
USS. Bank of Idaho, Boise,
ID; U.S. Bank of California,
Sacremento, CA;
CONTINUED

3 and4

Dallas

Kansas City

Minneapolis

Chicago

Cleveland

Minneapolis

Minneapolis

June 12, 1997

June 2, 1997

May 30, 1997

June 12, 1997

May 27, 1997

June 6, 1997

May 16, 1997



Applicant or notificant

Section of law Reserve Bank

Acquiree or activity

Greer, Elmo,
East Bernstadt, KY

Guaranty Bancshares
Corporation,
Kansas City, KS

Harris Financial MHC,
Harrisburg, PA

Hendricks, Randall J. ,
Elsie, NE;

and On, Warren ,
North Platte, NE

Hohl Financial, Inc.,
Wahoo, NE

Hyder, Ronald Hollis,
and McNabb, Garry
Wayne, both

of Livingston, TN, as co-
trustees of the Melissa
Lynn Oakley 1996 Trust

Imperial Bancorp,
Inglewood, CA

Industrial Bank of
Japan, Ltd.,
Tokyo, Japan

Intra Financial
Corporation,
Clyde, KS

InvestorsBancorp, Inc.,
Pewaukee, WI

Cumberland Valley CIBC Cleveland
Financial Company,

London, KY

Bank of Coffey, 3
Coffey, MO

Kansas City

Harris Financial Inc., 3
Harrisburg, PA;

Harris Savings Bank,
Harrisburg, PA

Philadelphia

Elsie, Inc., CIBC
Elsie, NE;

Commercial State Bank,

Elsie, NE

Kansas City

Wahoo State Bank, 3
Wahoo, Nebraska

Kansas City

First Holding Company, CIBC Atlanta
Inc.,

Livingston, TN,

First National Bank of the

Cumberlands,

Livingston, TN

Imperial Bank Arizona, 3 San Francisco

Phoenix, AZ

Aubrey G. Lanston & Co., 4
Inc.,

New York, NY, securities
activities (b)(7); data

processing (b)(14);

financial & investment

activities (b)(6); and
underwriting (b)(8)

New York

Peoples Bancorp of 3
Belleville, Inc.,

Belleville, KS, and

Peoples Bank of Belleville,
Belleville, KS

Kansas City

InvestorsBank, 3
Pewaukee, WI

Chicago

End of comment period

May 23, 1997

June 4, 1997

March 27, 1997

March 14, 1997

May 16, 1997

June 2, 1997

May I, 1997

May 12, 1997

June 20, 1997

May 30, 1997



H2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of May 23, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817()), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Ist United Bancorp, Seaboard Savings Bank, 4 Atlanta June 12, 1997
Boca Raton, FL F.SB.,

Stuart, FL,

operating a savings
association (b)(4)(ii)

Allegiant Bancorp, Inc., Reliance Financial, Inc.,St. 4 St. Louis June 9, 1997
Clayton, MO Louis, MI, and

Reliance Federal Savings

and Loan

Association of St. Louis
County, St. Louis, MI,
operating a savings and
loan (b)(4)(ii)

AMCORE Financial, County Bank Shares Corp.; 3 Chicago April 22, 1997
Inc., State Bank of Mt. Horeb;
Rockford, IL Mt. Horeb, WI; Belleville

Bancshares Corp.,
Belleville, WI; Montello
State Bank, Montello, WI;
State Bank of Argyle,
Argyle, WI; Citizens State
Bank, Clinton, WI;
Belleville State Bank,
Belleville, WI


Federal Reserve B: f Atl:
Applications Bulletin for Week Ending May 23, 1

Recently Approved Applications Approval Date
Premier Bancshares, Inc. 05-21-97

Atlanta, Georgia
To merge with Central and Southern Holding Company, Milledgeville, Georgia, and thereby directly
acquire Central and Southern Bank of Georgia, Milledgeville, Georgia, pursuant to Section 3(a)(5)
of the Bank Holding Company Act.

Firstrust Corporation 05-21-97

New Orleans, Louisiana
Notification to acquire up to 24.9 percent of Automated Technology Machines, Inc., New Orleans,
Louisiana, and thereby engage in data processing activities, pursuant to Section 225.28(b)(14) of
Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

Liberty Bank Employee Stock Ownership Plan 05-19-97

New Orleans, Louisiana
To retain 1.99 percent of the outstanding shares of Liberty Financial Services, Inc., New Orleans,
Louisiana. The acquisition will increase the total ownership to 14.53 percent.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF MAY 19, 1997

T I_- APPLIC, ECT TO NEWSPAPER
NOTICE ONLY
APPLICATION TI x
None.
ECTION IT - APPLICATION TO BOT!
WSPAPER AND FEDERAI TER N
APPLICAT ** NOTICE EXP

Change in Control Notice by

John P. Pennington. El Paso, TX, only notificant,

to acquire an interest in Ruidoso Bank Corporation,

Ruidoso, NM 97/06/05

*Section 3(a)(1) application by

Bedford Bancshares, Inc., Bedford, TX, to acquire

Bedford Delaware Bancshares, Inc., Dover, DE.

and Western American National Bank, Bedford, TX N/A

*Section 3(a)(1) application by
Bedford Delaware Bancshares, Inc., Dover, DE, to acquire

Western American National Bank, Bedford, TX N/A
TION [LI - APPLI' BJECT R
NOTICE ONLY
APPLICATION NOTICE EXP
None.
ECTION IV - APP! T 10 Fi
OR NEWSPAPER NOTICE
PPLICA
None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Rossenberg, Clifford R., Security First Bank, CIBC San Francisco May 27, 1997
Sunset Beach, CA Fullerton, CA.
Sankovitz Family Bank of Ellendale, 3 Minneapolis April 28, 1997
Limited Partnership, and Ellendale, MN
Frankson Investment
Corporation,
both of Waseca, MN
Schonath Family InvestorsBancorp, Inc., 3 Chicago May 30, 1997
Partnership, LP, Pewaukee, WI, and
Oconomiwoc, WI InvestorsBank,

Pewaukee, WI
Scott, Ben Jay, Coleman Bancshares, Inc., CIBC Dallas April 25, 1997
Coleman, TX Coleman, TX;

Coleman County State

Bank,

Coleman, TX
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State

Bancshares

of Sabetha, Inc., Sabetha,

KS; Farmers

State Bank, Sabetha, KS;

Peoples Bancorp of

Belleville, Inc., and Peoples

Bank of

Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA
Centralia, WA
Shorebank Corporation, Shorebank Pacific Corp., 3 Chicago May 17, 1997
Chicago, IL Ilwaco, WA;

ShoreTrust Bank,

Seattle, WA

ShoreTrust Trading Group,

Inc., investment advice

(6)(6)
South Branch Valley Capital State Bank, Inc., 3 Richmond May 23, 1997

Bancorp, Inc.,
Moorefield, WV

Charleston, WV.



H.2

MAY 19, 1997 TO MAY 23, 1997

PAGE 5

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

Minneapolis

Chicago

Kansas City

Atlanta

Gc

Atlanta

Director,

BS&R

Norwest Corporation, Minneapolis, Minnesota -- to
acquire The First National Bankshares, Inc.,
Tucumcari, New Mexico.

Approved, May 21, 1997.

Peoples Financial Services, Inc., Hamtramck, Michigan
-- to acquire Peoples State Bank.
Returned, May 21, 1997.

Poteau Bancshares, Inc., Poteau, Oklahoma -- to
acquire First Poteau Corporation.
Approved, May 21, 1997.

Premier Bancshares, Inc., Atlanta, Georgia -- to
merge with Central and Southern Holding Company,
Milledgeville, and acquire Central and Southern
Bank of Georgia, and Central and Southern Bank of
North Georgia, Greensboro, and engage in operating
a savings and loan association.

Approved, May 21, 1997.

Southerland Family Partnership, Little Rock, Arkansas
-- determination that it is a qualified family
partnership under the Bank Holding Company Act.

Granted, May 20, 1997.

Southern Security Financial Corporation, Hollywood,
Florida -- to acquire Southern Security Bank of
Hollywood.

Approved, May 22, 1997.

Stichting Prioriteit ABN AMRO Holding, Amsterdam, The
Netherlands, Stichting Administratiekantoor ABN
AMRO Holding, ABN AMRO Holding N.V., and ABN AMRO
Bank N.V. -- request for relief from section 20
firewalls to permit ABN Chicago Corporation to
underwrite the public offering of American
depository receipts of ABN AMRO Holding N.V.

Granted, May 19, 1997.



Applicant or notificant

Acquiree or activity Section of law Reserve Bank End of comment period

United Bankshares, Inc.,
Charleston, WV

United Community
Banks, Inc.,
Blairsville, GA

United Community
Banks, Inc.,
Blairsville, GA

United Rossevelt MHC,
and United Rossevelt
Bancorp,

both of Carteret, NJ

Valcourt, Jeffery T.,
Arlington, VA

Vermont Financial
Services Corp.,
Brattleboro, VT

Village Bancshares,
Inc.,
Springfield, MO

West Point Bancorp,
Inc.,
West Point, NE

Whipple Family Limited
Partnership,
Arkadelphia, AR

First Patriot Bankshares 3 Richmond June 16, 1997
Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA

United Family Finance Co., 4 Atlanta April 25, 1997
Blairsville, GA, credit
insurance activities (b)(8)(ii)

United Family Finance Co., 4 Atlanta March 25, 1997
Blue Ridge, GA (formerly

Mountain Mortgage &

Loan, Inc.),

making, acquiring, or

servicing loans or other

extensions of credit (b)(1)

United Rossevelt 3 New York June 23, 1997
Savings Bank,

Carteret, NJ

United Financial Banking CIBC. Atlanta June 5, 1997

Companies, Inc.,
Vienna, VA, and
The Business Bank,
Vienna, VA

Eastern Bancorp, Inc., 4 Boston April 14, 1997
Dover, NH

savings association,

Vermont Federal Bank,

FSB,

Williston, VT, (b)(9)

Village Bank, 3 St. Louis June 16, 1997
Springfield, MO (a de
novo state charted bank)

Dakota Bancshares, Inc., 3 Kansas City April 18, 1997
West Point, NE;

Dakota County State Bank,

West Point, NE

Horizon Bancorp, Inc., 3 St. Louis May 27, 1997
Arkadelphia AR;

Horizon Bank, Inc.

Malvern, AR



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

TCF Financial
Corporation,
Minneapolis, MN

Tehama Bancorp,
Red Bluff, CA

Tehama Bancorp,
Red Bluff, CA

Texas Financial
Bancorporation, Inc.,
Minneaplis, MN,

and Delaware Financial
Bancorporation, Inc.,
Wilmington, DE

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

Trustcorp Financial, Inc.,
St. Louis, MO.

Union Illinois 1995
Investment Limited
Partnership,
Swansea, IL

Union Illinois Company,
Swansea, IL

Winthrop Resources
Corporation,
Minnetonka, MN, leasing
personal property (b)(3)

Tehema Bank,
Red Bluff, CA

Bancorp Financial Services,
Sacramento, CA, leasing
activities (b)(5)

Austin County Bancshares,
Inc.,

Belleville, TX;

Austin County Bancshares-
Delaware,

Wilmington, DE;

and Austin County State
Bank,

Belleville, TX

ACME Holding
Company, Inc.,
Mulberry, AR, and
The Bank of Mulberry,
Mulberry, AR

Missouri State Bank and
Trust Company,
St. Louis, MO

Union Illinois Company,
Swansea, IL,

Union Bank of Ollinois,
Swansea, IL,

State Bank of Jerseyville,
Jerseyville, IL

Missouri PayDay Loan
Company, Inc.,

St. Louis, MO;

Missouri Budget, Inc.,
St. Louis, MO, and
Budget Finance, Inc.,

St. Louis, MO, consumer
credit (b)(1)

4

3

Minneapolis

San Francisco

San Francisco

Dallas

St. Louis

St. Louis

St. Louis

St. Louis

May 27, 1997

May 12, 1997

May 5, 1997

March 27, 1997

June 23, 1997

June 2, 1997

May 10, 1997

May 19, 1997



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA.
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



ere
RESERVE BANK APPLICATIONS BULLETIN ______ For week ending May 23,1997

FEDERAL RESERVE BANK OF ST. LOUIS

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

lication nd of Comment Peri

Section 3(a)(5)(C) notification by Clay City Bank
Shares, Inc., Clay City, Illinois, to acquire The
Clay City Bank, Clay City, Illinois. N/A


Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending May 23, 1997

Section 1 - Applications Subject to Newspaper Notice Onl

Application Comment Period Ending Date
Southwest Georgia Bank 06-06-97*

Moultrie, Georgia
To establish a drive-thru branch facility located at 205 Second Street, S.E., Moultrie, Georgia.

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Republic Bancshares, Inc. 06-20-97*
St. Petersburg, Florida Newspaper

To acquire F.F.O. Financial Group, Inc., St. Cloud, Florida, and its thrift subsidiary, First
Federal Savings and Loan Association of Osceola County, Kissimmee, Florida, and thereby
engage in operating a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y
and Section 4(c)(8) of the Bank Holding Company Act.

First State Bancshares of Blakely, Inc. Not yet available*
Blakely, Georgia

To convert its wholly-owned thrift subsidiary, First Federal Savings Bank of Southwest Georgia,

Donalsovnille, Georgia, to a state-chartered commercial bank, First State Bank of Donalsonville,

Donalsonville, Georgia, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

tion 3 - Applications Subject to Federal Register Onl

Application nt Peri ndin:
None.
Section 4 - icati ject te
Federal ister i New: i
Application
None.

*Subject to provisions of the Community Reinvestment Act.


Type

Merger & Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

tion J - Licatic ject te Ws 14
‘ice O) ’d
Comment Period
Application Ending Date
M&I Lake Country Bank NP -**

Hartland, Wisconsin
Oconomowoc, Wisconsin branch office of
M&I Marshall & Iisley Bank
Milwaukee, Wisconsin
and to establish a branch at
326 East Wisconsin Avenue
Oconomowoc, Wisconsin

M&I Merchants Bank NP -**
Rhinelander, Wisconsin

Rhinelander, Wisconsin branch office of

M&I Marshall & Isley Bank

Milwaukee, Wisconsin

and to establish a branch at

4 South Brown Street

Rhinelander, Wisconsin

M&l First American Bank NP -**
Wausau, Wisconsin

Wausau, Wisconsin & Rothschild, Wisconsin branch offices of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish branches at

400 4th Street

Wausau, Wisconsin

2001 Steward Avenue

Wausau, Wisconsin

1134 Grand Avenue

Rothschild, Wisconsin



Federal Reserve Bank of Atlanta

licati Ietin for Week Endi 3, 1997
Recently Approved Applications Approval Date
The Colonial BancGroup, Inc. 05-21-97

Montgomery, Alabama
Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding Company
Act to merge with Great Southern Bancorp, West Palm Beach, Florida, and thereby directly acquire
Great Southern Bank, West Palm Beach, Florida.

The Colonial BancGroup, Inc. 05-21-97
Montgomery, Alabama

Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding Company

Act to merge with First Commerce Banks of Florida, Inc., Winter Haven, Florida, and thereby

directly acquire First Commerce Bank of Polk County, Winter Haven, Florida.

Colonial Bank 05-21-97
Montgomery, Alabama

To merge with Great Southern Bank, West Palm Beach, Florida, pursuant to Section 18(c) of the

Federal Deposit Insurance Act.

Colonial Bank 05-21-97
Montgomery, Alabama

To merge with First Commerce Bank of Polk County, Winter Haven, Florida, pursuant to Section

18(c) of the Federal Deposit Insurance Act.

The Weatherford Foundation of Red Bay, Alabama, Inc. 05-21-97

Red Bay, Alabama
After-the-fact notification filed by Ms. Tammy B. Montgomery to retain 60.90 percent of the
outstanding shares of The Weatherford Foundation of Red Bay, Alabama, Inc., Red Bay, Alabama
(Foundation), in her capacity as one of five trustees of Foundation.

Southern Security Financial Corporation 05-22-97
Hollywood, Florida

1-BHC formation, Southern Security Financial Corporation, and its subsidiary, Southern Security

Bank of Hollywood, both of Hollywood, Florida.

Premier Bancshares, Inc. 05-21-97

Atlanta, Georgia
Notification to acquire Central and Southern Bank of North Georgia, Greensboro, Georgia, and
thereby engage in operating a savings association, pursuant to Section 225.25(b)(9) of Regulation Y
and Section 4(c)(8) of the Bank Holding Company Act.



TT
RESERVE BANK APPLICATIONS BULLETIN For week ending May 23, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

T - AVAL I LIC DISCL
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a Jeader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

iBank RSSD Name of Bank Examination | Examination|
Number Bank Address Date Rating
773247 Effingham State Bank Effingham, TL 02/10/97 Satisfactory
TT347 English State Bank English, IN 02/18/97 Satisfactory

t—



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(May 23, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended May 23, 1997. If you are
interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank in this group has an outstanding record of, and is a leader in,
ascertaining and helping to me. « the credit needs of its entire delineated community, including
low- and moderate-income 1 ;hborhoods, in a manner consistent with its resources and
capabilities.

SATISFACTORY: a bank in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

NEEDS TO IMPROVE: a bank in this group needs to improve its overall record of
ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

SUBSTANTIAL NON COMPLIANCE: a bank in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Fifth Third Bank

Fifth Third Center

38 Fountain Square Plaza
Cincinnati, OH 45263
Rating: Outstanding
Exam. Date: 2-3-97
Disclosure Date: 5-23-97
RSSD# 723112



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Young, William Fredonia Valley Bancorp, CIBC St. Louis May 23, 1997
Howerton, Inc.,
Fredonia, KY Fredonia, KY
and Fredonia Valley Bank,
Fredonia, KY
Zions Bancorporation, Tri-State Bank, 3 San Francisco June 6, 1997

Salt Lake City, UT Montpelier, ID



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

First Citizens
BancShares, Inc.,
Raleigh, NC

First Coastal Bancshares,
El Segundo, CA

First Commerical
Corporation,
Little Rock, AR

First Financial Bancorp,
Hamilton, OH

First National
Community Bancorp,
Inc.,

Dunmore, PA

First Security
Borporation,
Salt Lake City, UT

First Security
Corporation Employee
Stock Ownership Plan,
Norcross, GA

First State Bancshares of
Blakely, Inc.,
Blakely, GA

Firstbank Corporation,
Alma, MI

First Savings Financial 3 Richmond
Corp.,

Reidsville, NC, and

First Savings Bank of

Rockingham County, Inc.,

SSB, Reidsville, NC

First Coastal Bank, N.A., 3 San Francisco

El Segundo, CA

First Central Corporation, 3 St. Louis
Searcy, AR;
First National Bank,

Search, AR

Southeastem Indiana 3 Cleveland
Bancorp,

Vevay, IN;

Vevay Deposit Bank,

Vevay, IN

First National Community 3
Bank,
Dunmore, PA

Philadelphia

American Bancorp of 3 San Francisco
Nevada, Inc.,

Las Vegas, NV;

American Bank of

Commerce,

Las Vegas, NV

First Security Corporation, 3 Atlanta
Norcross, GA;

First Security National

Bank,

Norcross, GA

First State Bank of 3 Atlanta
Donalsonville,

Donalsonville, GA

Chicago

w

Lakeview Financial
Corporation,
Lakeview, MI, and
Bank of Lakeview,
Lakeview, MI

June 13, 1997

April 1, 1997

April 22, 1997

April 14, 1997

May 10, 1997

May 27, 1997

May 12, 1997

June 20, 1997

June 9, 1997



H.2
MAY 19,
PAGE 10

1997 TO MAY 23,

ADDITIONS AND CORRECTIONS
1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES, DOMESTIC

Kansas City

BANK HOLDING COMPANIES

Secretary

New York

Kansas City

BANKS, FOREIGN

New York

CHANGE IN BANK CONTROL

Kansas City

EXTENSIONS OF TIME

Chicago

Kansas City

Bank of Colorado-Western Slope, Grand Junction,
Colorado -- to establish a branch at 2900 F Road.
Approved, May 16, 1997.

Citizens Banking Corporation, Flint, Michigan -- to
acquire CB Financial Corporation, Jackson, City
Bank and Trust Company; City Bank, St. Johns, and
CB-North, Charlevoix, Michigan.

Approved, May 16, 1997.

Deutsche Bank Ag, Frankfurt, Germany -- to acquire
Ganis Credit Corporation, Newport Beach,
California, and engage in lending activities.

Permitted, May 16, 1997.

Northeast Kansas Bancshares, Inc., Valley Falls,
Kansas -- to acquire Valley Falls Insurance, Inc.,
Valley Falls, Kansas.

Approved, May 16, 1997.

National Westminster Bank PLC, London, England -- to
establish an agency in Houston, Texas.

Approved, May 14, 1997.

First Bancshares, Inc., Ada, Oklahoma -- change in
bank control.

Permitted, May 16, 1997.

AliKat Investments, Inc., Gurnee, Illinois --

extension to September 2,
NorthSide Community Bank.

1997, to acquire

Granted, May 15, 1997.
AMERIBANC HOLDINGS, Durango, Colorado -- extension to
August 12, 1997, to acquire The Bank of Durango.

Granted, May 14, 1997.


Federal Reserve Bank of Chicago

ion V_- Availabilit i Juati

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending May 23, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identification of Rati

O-

NI -

SN -

An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

An institution in this group has a needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

An institution in this group has a substantial noncompliance record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

BANK NAME/LOCATION EXAMINATION DATE RATINGS
Villa Grove State Bank 1/27/97 18)

Ten North Main Street

Villa Grove, Illinois 61956-0027
(217) 832-2631

RSSD# 474245

Hinsbrook Bank and Trust 2/03/97 Ss
6262 South Route 83

Willowbrook, Illinois 60514-2985

(630) 920-2700

RSSD# 428547



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Midwest Midwest Bancshares, Inc., 3 St. Louis June 16, 1997
Bancorporation, Inc.; Poplar Bluff, MO, and
Midwest Bancshares, First Midwest Bank of
Inc., and Affiliated Dexter, Dexter, MO; First
Employee Midwest Bank of Piedmont,
Stock Ownership Plan, Piedmont, MO; and Carter
, all of Poplar Bluff, MO County State Bank, Van
Buren, MO
- Montgomery, Tammy Independent Bancshares, CIBC Atlanta April 28, 1997
Bolton. Inc..
Golden, MS, Red Bay, AL,
as Trustee for The Bank of Red Bay,
Weaterford Foundation Red Bay, AL
of Red Bay, Alabama,
Inc.,
Red Bay, AL
Morris Mayer Madison Bancshares, Inc., CIBC Kansas City April 7, 1997
Testamentary Trust, Madison, NE,
Walkenhorst, Dale as Bank of Madison,
Trustee, Madison, NE
Madison, NE
National Canton Sturm Investment, Inc., 3 Chicago April 18, 1997
Bancshares, Inc., Denver, CO,
Canton, IL The Union National Bank
of Macomb,
Macomb, [L
National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of
Bridgeport, Bridgeport, IL
NEB Corporation, State Bank of St. Cloud, 3 Chicago May 5, 1997
Fond du Lac, WI St. Cloud, WI
‘
Neighborhood Bancorp, extending loand and credit 3 and 4 San Francisco June 23, 1997
San Diego, CA activities (b)(1) & (2) , and
, CONTINUED consumer financial

counseling (b)(6)

Sars



Applicant or notificant

Section of law Reserve Bank

Acquiree or activity

Penns Woods Bancorp,
Inc.,
Williamsport, PA

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Financial
Services, Inc.,
Hamtramck, MI

Peoples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pierce County Bancorp,
Tacoma, WA

Pinnacle Bancorp, Inc.,
Central City, NE

Pinnacle Bancshares,
Inc.,
Thomson, GA

Plainview Holding

Company,
Pilger, NE

Columbia Financial 3
Corporation,

Bloomsburg, PA;

First Columbia Bank &

Trust Company,

Bloomsburg, PA

Philadelphia

Peoples-Marion Bancorp, 3 St. Louis
Inc.,

Marion, KY

Peoples State Bank, 3
Hamtramck, MI

Chicago

The Peoples Bank, 3 St. Louis

Marion, KY

Peoples Home Savings 3 Cleveland
Bank,

Beaver Falls, PA

Pierce Commercial Bank, 3 San Francisco

Tacoma, WA.

First Ogallala Investment, 3 Kansas City
Inc.,

Ogallala, NE;

First National Bank of

Ogaliala,

Ogallala, NE

McDuffie Bank & Trust, 3 Atlanta

Thomson, GA

American National 3
Creighton Co.,

Creighton, NE, and

American National Bank of
Creighton,

Creighton, NE

Kansas City

End of comment period

April 25, 1997

June 12, 1997

May 23, 1997

June 12, 1997

May 1, 1997

April 21, 1997

April 25, 1997

May 5, 1997

June 23, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
PN Holdings, Inc., Pelican National Bank, 3and4 Atlanta April 21, 1997
Ann Arbor, MI Naples, FL (in

organization);

Washtenaw Mortgage

Company,

Ann Arbor, MI, lending

(b)(1)
Powell, Donald Edward, Tejas Bancshares, Inc. CIBC Dallas April 7, 1997
Amarillo, TX Fritch, TX;

Fritch State Bank,

Fritch, TX
Premier Bancshares, Citizens State Bank, 3 Dallas May 1, 1997
Inc., Hempstead, TX
LaGrange, TX,
and Premier Holdings -
Nevada, Inc.,
Carson City, NV
Regions Financial The New Iberia Bancorp, 3 Atlanta May 5, 1997
Corporation, Inc.,
Birmingham, AL New Iberia, LA;

The New Iberia Bank,

New Iberia, LA;

First Bankshares, Inc., East

Point, GA;

First Bank of Georgia, East

Point, GA;

SB&T Corporation,

Smyma, GA; and

Smyrna Bank and Trust

Company,

Smyrna, GA
Reich Family Limited Blue Ridge Bancshares, CIBC Kansas City May 27, 1997
Partnership, Kansas City, —_Inc., Kansas City, MO, and
MO, and general Blue Ridge Bank and Trust
partners Carolyn Reich Co., Kansas City, MO
Weir, Independence,
MO, and Nancy Reich
Esry, Sarasota, FL
Republic Bancshares, F.F.O. Financial Group, 4 Atlanta May 23, 1997
Inc., Inc.,

St. Petersburg, FL

St. Cloud, FL, and First
Federal Savings and Loan
Association of Ocelola
County, Kissimmee, FL,
operating a savings
association (b)(4)(ii)



Type
3a)

3(a)(1)

3(ay()

3(a)G)

3(a)3)

Federal Reserve Bank of Chicago

ection II - ications ject t Newspay

Register Notice cont’d

icati

Schonath Family Partnership, A Limited Partnership*
Oconomowoc, Wisconsin

InvestorsBancorp, Inc.

Pewaukee, Wisconsin

InvestorsBank (in organization)

Pewaukee, Wisconsin

InvestorsBancorp, Inc.*

Pewaukee, Wisconsin
InvestorsBank (in organization)
Pewaukee, Wisconsin

FBA Bancorp Inc.*

Chicago, Illinois
First Bank of the Americas, S.S.B.
Chicago, Illinois

Central Illinois Bancorp, Inc.*
Sidney, Illinois
First Ozaukee Capital Corporation
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin

Firstbank Corporation*
Alma, Michigan
Lakeview Financial Corporation
Lakeview, Michigan
Bank of Lakeview
Lakeview, Michigan

Feder:

Comment Period

Ending Date

FR - 5-30-97
NP - 5-16-97

FR - 5-30-97
NP - 5-16-97

FR - 6-12-97
NP - **

FR - **
NP - **

FR - 6-9-97
NP - 6-8-97



H.2
MAY 19, 1997 TO MAY 23, 1997
PAGE 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

CHANGE IN BANK CONTROL

Minneapolis Western Holding Company, Wolf Point, Montana --
change in bank control.
Permitted, May 20, 1997.

COMPETITIVE FACTORS REPORTS

Kansas City Canon National Bank, Canon City, Colorado, proposed
merger with Greenhorn Valley Bank, Colorado City,
Colorado -- report on competitive factors.
Submitted, May 19, 1997.

Dallas Compass Bank Houston, Texas, proposed merger with The
Texas National Bank of Waco, Waco, Texas -- report
on competitive factors.

Submitted, May 20, 1997.

San Francisco Cowlitz Bank, Longview, Washington, proposed
acquisition of the Castle Rock, Kalama, and
Longview, Washington, branches of Wells Fargo Bank,
N.A., San Francisco, California -- report on
competitive factors.
Submitted, May 20, 1997.

St. Louis EFS Federal Savings Bank, Oakland, Tennessee,
proposed purchase of the assets and assumption of
the liabilities of the Oakland, branch of First
Federal Bank, F.S.B., Memphis, Tennessee -- report
on competitive factors.

Submitted, May 21, 1997.

Atlanta First Bank of East Tennessee, National Association,
LaFollette, Tennessee, proposed merger with New
First Bank of East Tennessee, National
Association -- report on competitive factors.
Submitted, May 19, 1997.



H.2

MAY 19, 1997 TO MAY 23, 1997

PAGE 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK MERGERS

Atlanta

CAPITAL STOCK

Kansas City

CHANGE IN BANK CONTROL

Kansas City

St. Louis

Chicago

Atlanta

Dallas

St. Louis

Atlanta

Colonial Bank, Montgomery, Alabama -- to merge with
First Commerce Bank of Polk County, Winter Haven,
Florida.

Approved, May 21, 1997.

Alamosa Bancorporation, Ltd., Alamosa, Colorado --
redemption of shares.
Approved, May 23, 1997.

Alamosa Bancorporation, Ltd., Alamosa, Colorado --
change in bank control.
Permitted, May 23, 1997.

Cecilian Bancorp, Inc., Cecilia, Kentucky -- change
in bank control.
Permitted, May 20, 1997.

Leighton Investment Company, Leighton, Iowa -- change
in bank control.
Permitted, May 19, 1997.

Liberty Financial Services, Inc., New Orleans,
Louisiana -- change in bank control.
Permitted, May 19, 1997.

Morris County Bankshares, Inc., Naples, Texas --
change in bank control.
Permitted, May 20, 1997.

Mountain Home Bancshares, Inc., Mountain Home,
Arkansas -- change in bank control.
Permitted, May 21, 1997.

Weatherford Foundation of Red Bay, Alabama, Inc., Red
Bay, Alabama -- change in bank control.
Permitted, May 21, 1997.



Federal Reserve Bank of Richmond

Notice Only
Appli C period Endi
None.
Section II - Applications Subject to Both
. ws: Tal Fi ral ste: ice
NationsBank Corporation, Charlotte,
North Carolina, to retain ina
fiduciary capacity 14.83% of Citizens
Bancshares of Eldon, Missouri, Inc.,
Eldon, Missouri.* 6-23-97

ction III - Applications Subject to Federal Register Notice

A icati
None.
Section IV - Application Not Subject to
S Regi tice wi x _Noti
Application

Southern National Corporation, Winston-
Salem, North Carolina, to acquire Refloat,
Inc., Pilot Mountain, North Carolina, and
Sheffield Financial Corp., Clemmons, North
Carolina.

- Botetourt Bankshares, Inc., Buchanan,
Virginia, to become a bank holding
company through the acquisition of
100% of the voting shares of Bank of
Botetourt, Buchanan, Virginia.

*Application is subject to CRA requirements.


H.2
MAY 19, 1997 TO MAY 23, 1997
PAGE 9

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

em
><
ra
Ir
ea
Ie
IS
ea
§
to
Fd
i

St. Louis Union Illinois Company, Swansea, Illinois --
extension to engage in consumer credit activities
through the purchase of the assets of Missouri
Payday Loan Company, Inc., Missouri Budget Inc.
(dba Missouri Payday Loan/Budget Finance), and
Budget Finance, Inc., all in St. Louis, Missouri.

Granted, May 23, 1997.

jo & Company, San Francisco, California --
on te divest certain property.
, May 22, 1997.

i Independent Bank, Glendora, California -- to
become a member of the Federal Reserve System.
Approved, May 20, 1997.

REGULATIONS

Secretary Federai Open Market Committee -- minutes of the
ng on March 25, 1997.
Published, May 22, 1997.



Type

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

Section | - Applications Subject to.N

Notice Only
Comment Period
M&I Marshall & Ilsley Bank NP -5-22-97

Milwaukee, Wisconsin
Security Bank, S.S.B.
Milwaukee, Wisconsin
and to establish 34 branches

Old Kent Bank NP -5-30-97
Grand Rapids, Michigan

Old Kent Bank

Elmhurst, Illinois

and to establish 26 branches

MA&I Bank of Fox Valley NP -**
Appleton, Wisconsin

5 branch offices of M&I Marshall & Tisley Bank

Milwaukee, Wisconsin

and to establish 5 branches

M&I Bank Northeast NP -**
Green Bay, Wisconsin

10 branch offices of M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish 10 branches

M&I Bank of Eagie River NP -**
Eagle River, Wisconsin

Eagle River, Wisconsin & Three Lakes, Wisconsin branches of

M&I Marshall & Iisley Bank

Milwaukee, Wisconsin

and to establish branches at

633 North Railroad Street

Eagle River, Wisconsin

624 Anderson Street

Three Lakes, Wisconsin



ANNOUNCEMENT H.2, 1997, No. 21
Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending May 24, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Financial modernization legislation, H.R.10 -~
statement by Chairman Greenspan before the House
Committee on Banking and Financial Services,
May 22, 1997.

Published, May 22, 1997.

BANK HOLDING COMPANIES

Allied Irish Banks, pe., Dublin, Ireland, and First
Maryland Bancorp, Baltimore, Maryland -- to acquire
Dauphin Deposit Corporation, Harrisburg,
Pennsylvania, Dauphin Bank and Trust Company, the
nonbanking subsidiaries of Dauphin, and engage in
nonbanking activities.

Approved, May 19, 1997.

REGULATIONS AND POLICIES

Regulation C -- amendments to increase an exemption,
ease disclosure requirements, and extend data
collection authority (Docket R-0951).

Approved, May 19, 1997.

ENFORCEMENT

Marin National Bancorp, San Rafael, California --
written agreement dated April 17, 1997, by and
between the Federal Reserve Bank of San Francisco
and Marin.

Announced, May 21, 1997.

Provident Bancorp of Texas, Inc., Dallas, Texas --
issuance of consent orders of assessment of civil
money penalties against Michael L. Riddle, John
Averett, Park Jones, and T. Stuart Ducote, former
officers and directors of Provident Bancorp,
formerly a bank holding company.

Announced, May 22, 1997.


Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Huntington Bancshares,
Inc.,

Columbus, OH
CONTINUED

Huntington Bancshares,
Inc., Columbus, OH,
Huntington Capital
Corp.,

Columbus, OH
CONTINUED

Johnson, Willard M., as
managing general
partner of the
WM4J/RMJ Family
Limited Partnership 11,
Houston, TX

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

MSB Mutual Holding
Company, and MSB.
Financial

Corp., both of Wall
Township, NJ

NationsBank
Corporation, and NB
Holdings
Corporation, both of
Charlotte, NC

New Woodson
Bancshares, Inc.,
Graham, TX

The Chase Manhattan 4
Corp., Bankers Trust New

York Corp., Citicorp and
Security Pacific Corp. (75.

Fed. Res. Bull. 192 (1989)

Cleveland

underwriting & dealingtoa 4 Cleveland
limited extent in all types of

debt securities, including

corporate debt, sovereign

debt securities, mortgage

revenue bonds, mortgage-

backed and consumer-

receivable securities J.P.

Morgan & Co.,

CONTINUED

Jamestown Union CIBC Atlanta
Bancshares, Inc.,

Jamestown, TN, and

Union Bank,

Jameston, TN

The Moody National Bank 3 Dallas
of Galveston,

Galveston, TX

Manasquan Savings Bank, 3 New York

Wall Township, NJ

Citizens Bancshares of 3 Richmond
Eldon, Missouri, Inc.,

Eldon, MO, and

Citizens Bank of Eldon,

Eldon, MO.

Woodson Bancshares, Inc., 3 Dallas
Woodson, TX, and

First State Bancorp, Inc.,

Carson

City, NV, and First State

Bank, Graham, TX

June 17, 1997

June 17, 1997

June 18, 1997

June 27, 1997

June 27, 1997

June 26, 1997

June 27, 1997



SECTION VI_- APPLICATIONS BULLETIN

Effective April 21, 1997, information regarding the comment periods associated with
applications and notices submitted to the Federal Reserve Bank of Boston for
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available 24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA. ‘

**Rating Definitions: "Oo" - Outstanding; "Ss" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

ECT. : LICATIO) Tv
PAPE TICE
Application Comment Perio: in e
NONE
SECTION IJ - APPLICATIONS SUBJECT TQ BOTH
WSP, AND F. RE RN E
Application Comment Perio ing D:
NONE
SECTION III _- APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
Ay i ion ‘1 nt Peri Endi e
NONE
= AP. T by
FEDERAL REGISTER OR NEWSPAPER NOTICE
appli .
NONE
ECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examinati te Rating**
Fleet Bank - NH April 15, 1996 “g”

1155 Elm Street
Manchester, NH 03101
(603) 647-7660

-RSSD No. 287604



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

First Bank System, Inc.
Q),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
@),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
4),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
6),
Minneapolis, MN

First Citizens Bancorp,
Cleveland, TN

First State Bank of Oregon,
Canby, OR; Sun Capital
Bank, St. George, UT; and
Business & Professional
Bank, Woodland, CA; West
One Trust Co., Salt Lake
City, UT; LNB Corp.,
Alameda, CA; and U.S.
Bank Trust Co., Portland,
OR, CONTINUED

personal and institutional
trust & fiduciary activities
(b)(3); U.S. Bancorp
Insurance Agency, Inc.,
Portland, OR, insurance
agency activities (b)(8)(i)
and (vii); U.S. Trade
Services, Inc., Portland,
OR, letter of credit
activities, (b)(1)(iv);
CONTINUED

West One Life Insurance
Co., Portland, OR, credit
reinsurance (b)(8)(i); CBI
Mortgage, Modesto, CA,
mortgage banking
(b)(1)(iii); Compass Group,
Inc., Spokane, WA,
investment advisory
services (b)(4); Island
Bancorp Leasing, Inc.,
Alameda, CA,
CONTINUED

leasing & equipment
financing (b)(5); and
numerous partnerships,
community development
activities, (b)(6)

The Home Bank FSB,
Ducktown, TN, savings
association (b)(9)

3 and 4

3 and 4

3and4

3 and 4

Minneapolis

Minneapolis

Minneapolis

Minneapolis

Atlanta

May 16, 1997

May 16, 1997

May 16, 1997

May 16, 1997

April 25, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/23/97

on 1 - Apnpicati . Jotice 0

Application Comment Period Ending Date
None
. . se .

Section 7 Applications Subject Bait 1 Federal Register Noti
Security State Corporation to become a bank holding Newspaper: 6/03/97
company by acquiring Security State Bank, both of
Centralia, California. * Fed. Reg.: 6/09/97
Bank of Idaho Holding Company to become a bank Newspaper: 6/09/97
holding company by acquiring Bank of Eastern Idaho,
both of Idaho Falls, Idaho. * Fed. Reg.: 6/09/97
Neighborhood Bancorp, San Diego, California, to Newspaper; Not available
become a bank holding company by acquiring
Neighborhood National Bank (In Organization), Fed, Reg.:; 6/23/97

San Diego, California. *

Section III -Applications Subject to Federal Regi

Neighborhood Bancorp, San Diego, California, to Fed. Reg.; 6/23/97
engage de novo in certain nonbanking activities through

Neighborhood Housing Development Corporation and

Neighborhood Capital Advisors, both of San Diego,

California.

None

* Subject to CRA.



Federal Reserve Bank of Chicago

Section IV - Applications Not Subject to Federal Register or Newspaper Notice

NONE


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Simmons First National First Bank of Arkansas, 3 St. Louis June 27, 1997
Corporation, Russellville, AR, and
Pine Bluff, AR First Bank of Arkansas,

Searcy, AR
State Bank of Hawley Bankshares of Hawley, Inc., 3 Minneapolis Sune 27, 1997
Employee Stock Hawley, MN, and
Ownership Plan and State Bank of Hawley,
Trust, Hawley, MN
Hawley, MN
Sullivan, John C., Northeastern Wyoming CIBC Kansas City Sune 17, 1997
Livingston, MT, and Bank Corporation,
Homby, Mary C., Newcastle, WY, and
Las Cruces, NM First State Bank of

Newcastle,

Newcastle, WY



Type
4(¢)(8)

4(c)(8)

4©)(8)

4()(8)

Federal Reserve Bank of Chicago

ion II - lications ject te
ice O)

Application

Fe 1 Re

Caisse Nationale de Credit Agricole, S.A.

Paris, France
Dean Witter Reynolds Inc.
London, England
Dean Witter International, Ltd.
London, England

Credit Agricole Indosuez

Paris, France
Dean Witter Reynolds Inc.
London, England
Dean Witter International, Ltd.
London, England

Pinnacle Financial Services, Inc.
St. Joseph, Michigan

CB Bancorp, Inc.

Michigan City, Indiana

Community Bank, a Federal Savings Bank

Michigan City, Indiana

Pinnacle Financial Services, Inc.
St. Joseph, Michigan
Indiana Federal Corporation
Valparaiso, Indiana
Indiana Federal Bank
Valparaiso, Indiana
IndFed Financial Services, Inc.
Valparaiso, Indiana
IndFed Mortgage Company
Valparaiso, Indiana
IndFed Investment Services, Inc.
Valparaiso, Indiana
Forest Holdings, Inc.
Lisle, Illinois

Comment Period
Ending Date

FR - **

FR - **

FR - **

FR - *


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
McConnell, Richard J. , FSB Financial Corporation, St. Louis March 21, 1997
Franklin, IN Francisco, IN;

FSB Bank,

Francisco, IN
Meade Bancorp, Inc., Bedford Loan & Deposit St. Louis June 20, 1997
Brandenburg, KY Bancorp, Inc.,

Bedford, KY, and

Bedford Loan & Deposit

Bank,

Bedford, KY
Mellon Bank ist Business Corporation, Cleveland May 30, 1997
Corporation, Los Angeles, CA, and
Pittsburgh, PA Ist Business Bank,

Los Angeles, CA
Mellon Bank Buck Consultants, Inc., Cleveland May 27, 1997
Corporation, New York, NY,
Pittsburgh, OH employee benefits

consulting (b)(9)(ii)
Mercantile Roosevelt Financial Group, St. Louis April 4, 1997
Bancorporation Inc., Inc.,
St. Louis, MO, and Chesterfield, MO;
Ameribanc, Inc., Missouri State Bank &
St. Louis, MO Trust Company,

St. Louis, MO;

Roosevelt Bank,

Chesterfield, MI, savings

association (b)(9)
Mercantile Roosevelt Bank, St. Louis May 8, 1997
Bancorporation, Inc., Chesterfield, MI;
St. Louis, MI; Roosevelt Mortgage
Ameribance, Inc., Company,
St. Louis, MI Kansas City, MI, operation

of a federal savings bank

(b)(9) and mortgage

banking activities (b)(1)
Midstate Bancorp, Inc., Binger Agency, Inc., Kansas City May 8, 1997
Hinton, OK Binger, OK;

First Community Bank.
Binger, OK



H.2
MAY 19, 1997 TO MAY 23, 1997
PAGE 38

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Dallas LaGrange State Bank, LaGrange, Texas, proposed merger
with Citizens State Bank, Hempstead, Texas ~-
report on competitive factors.

Submitted, May 23, 1997.

San Francisco National Bank of Arizona, Tucson, Arizona, proposed
acquisition of the assets and assumption of the
liabilities of eleven branches of Wells Fargo Bank,
N.A., San Francisco, California -- report on
competitive factors.

Submitted, May 23, 1997.

New York National Bank of Delaware County, Walton, New York,
proposed acquisition of certain assets and
assumption of certain liabilities of a branch at
Route 10, Hamden, of NBT Bank, National
Association, Norwich, New York -- report on
competitive factors.

Submitted, May 21, 1997.

Philadelphia Sovereign Bancorp, Inc., Wyomissing, Pennsylvania,
proposed merger with Bankers Corporation, Perth
Amboy, New Jersey ~- report on competitive factors.
Submitted, May 20, 1997.

St. Louis Union Planters Bank of Jackson, N.A., Jackson,
Tennessee, proposed purchase of certain assets and
assumption of certain liabilities of the Jackson,
branch of Central State Bank, Lexington,

Tennessee -- report on competitive factors.
Submitted, May 22, 1997.

EXTENSIONS OF TIME

Boston UFS Bancorp, Whitinsville, Massachusetts -- extension
to acquire UniBank For Savings.
Granted, May 19, 1997.



Feder: ve B f Atlanta
Applications Bulletin for Week Ending May 23, 1997

tion 10 - ilabili blic Ev: ions

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly
from the institution. In connection with the assessment of an institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs: An institution has an outstanding
record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Bank CRA Ratin; Examination Date

None.


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Deutsche Bank, AG Ganis Credit Corporation, 4 ‘New York May 12, 1997
(Main) Newport Beach, CA,
Federal Republic of lending (b)(1)
Germany
DUNN Investment Co., Dunn Shares, Inc., 3 Chicago May 16, 1997
Eagle Grove, IA Eagle Grove, IA;
Security Savings Bank,
Eagle Grove, IA;
and F&M Shares Corp.,
Eagle Grove, IA;
Farmers & Merchants
Savings Bank,
Manchester, [A
Eagle Investment Eagle Bank, 3 Minneapolis June 13, 1997
Company, Inc., Glenwood, MN
Glenwood, MN
Eden Financial The First State Bank of 3 Dallas March 24, 1997
Corporation, Rankin,
San Angelo, TX Rankin, TX
Exchange Bankshares The Farmers and Merchants 3 Kansas City May 2, 1997
Corporation of Kansas, State Bank,
Atchison, KS Effingham, KS.
F&M Bancorporation, Wisconsin Ban Corp., 3 Chicago May 12, 1997
Inc., Prairie Du Chien, W1;
Kaukana, WI; Prairie City Bank,
F&M Merger Prairie Du Chien, WI
Corporation,
Kaukana, WI
F&M Bancorporation, Citizen's National 3 Chicago May 12, 1997
Inc., Bancorporation,
Kaukana, WI; Darlington, WI;
F&M Merger Citizen's National Bank of
Corporation, Darlington,
Kaukana, WI Darlington, WI
F.N.B. Corporation, Sun Bancorp, Inc., 3 and4 Cleveland April 10, 1997
Hermitage, PA Selinsgrove, PA;
Sun Bank,
Selinsgrove, PA;

Pennsylvania Sun Life
Insurance Company,
Phoenix, AR, insurance

(bY(8)i)



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Lane, Richard E.(2), South Texas Capital Group, CIBC Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, Michael L. San Antonio, TX;
Garrett; Jack B. Plaza International Bank,
Sommerfield Defined N.A.,
Benefit Pension Plan, San Antonio, TX;
both of Dallas, TX; CONTINUED
Wolff, George A.;
Friddle, Paul R., both of
Boerne, TX;
CONTINUED
Lane, Richard E.(3), South Texas Capital Group, CIBC Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, J. Patrick; and San Antonio, TX;
McDonie, Karen Plaza International Bank,
Wynne, NA,
Both of Houston, TX San Antonio, TX
Lashute, Ronald J., American Bancorp, Inc., CIBC Atlanta May 23, 1997
Opelousas, LA Opelousas, LA
and American Bank &
Trust Company,
Opelousas, LA
Lauritzen Corporation First National of Nebraska, 3 Kansas City June 2, 1997
(). Inc., Omaha, NE, & First
Omaha, NE Nat'l Bank of Kansas,
CONTINUED Overland Park, KS; First
Nat'l Bank and Trust Co.,
Columbus, NE; Fremont
Nat'l Bank, Fremont, NE;
Platte Valley State Bank,
Kearney, NE; First Nat'l
Bank,
CONTINUED
Lauritzen Corporation North Platte, NE; and First 3 Kansas City June 2, 1997

(2),
Omaha, NE
CONTINUED

National Bank of Omaha,
Omaha, NE



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending May 23, 1997

SECTION I - AP’ IN: T
APPLICATION CO PERIOD DAT
None.
T II - APPLICATI T TO BOTH
‘Al L TER T)
APPLICATION ENT Pl Dp AT
Security Bancshares, Inc., Scott City, Kansas, for June 20, 1997

prior approval to acquire 9.5 percent of the voting
shares of Intra Financial Corporation, Clyde, Kansas.*

Intra Financial Corporation, Clyde, Kansas, for prior June 20, 1997
approval to acquire 100 percent of the voting shares of

Peoples Bancorp of Belleville, Inc., Belleville,

Kansas.*

Binger Agency, Inc., Binger, Oklahoma, for prior June 20, 1997
approval to merge with Midstate Bancorp, Inc.,
Hinton, Oklahoma.*

Plainview Holding Company, Pilger, Nebraska, for June 23, 1997
prior approval to acquire 100 percent of the voting

shares of American National Bank of Creighton,

Nebraska.*

Gold Banc Corporation, Prairie Village, Kansas, for Not Available
prior approval to acquire 100 percent of the voting

shares of Peoples Bancshares, Inc., Clay Center,

Kansas.*

Trust Estate Established Under THIRD Clause of the Not Available
Will of John H. Bedene, Arma, Kansas, for prior

approval to acquire 51 percent of the voting shares of

Bedene Insurance Agency, Arma, Kansas.

JECTION III - APPLICATI: 'T TO FEDERAL REGISTER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

None.



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also

may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System

Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
NEWSPAPER NOTICE

APPLICATION

First Kansas Holding Company, Junction City,
Kansas, for prior approval to redeem 2,000 shares of
common stock.
TION V - AVAILABILITY RA PI IC EVALUATION
Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Briscoe, Dolph, Jr.,
Uvalde, TX

Buffalo Bancorp, Inc.,
Buffalo, TX;

Buffalo Corp.,

Dover, DE

Caisse Nationale de
Credit Agricole and
Credit

Agricole Indosuez
(formerly Banque
Indosuez), both of Paris,
France

California Community
LLC,
Los Angeles, CA

Capitol Bancorp, Ltd.,
Lansing, ML

and Sun Community
Bancorp, Ltd.,
Tucson, AZ

Carson, Frank L., Il,
Mulvane, KS

Castle Creek Capital
Partners Fund-l, L.P.;
Castle Creek Capital,
LL.C.; and Eggemeyer
Advisory Corporation,
all of San Diego, CA

CB Bancorp, Inc.,
Higginsport, OH

Zavala Bankshares, Inc.,
Crystal City, TX

CIBC

Citizens State Bank, 3
Buffalo, TX

Indosuez Carr Futures, Inc., 4
Chicago, IL, purchasing the
institutional futures

business of Dean Witter
Reynolds, Inc., & its

London, England, based

affiliate, Dean Witter

Reynolds, Internat'l.,Ltd.,
financial & investment

advise (b)(6) and (7)

First Coastal Bancshares, 3
El Segundo, CA ;

First Coastal Bank, N.A.,

El Segundo, CA

Valley First Community 3
Bank,
Scottsdale, AZ

Mulvane Bankshares, Inc., CIBC
Mulvane, KS;
Mulvane State Bank,

Mulvane, KS

Rancho Santa Fe National 3
Bank,
Rancho Santa Fe, CA

The Citizens Bank, 3
Higginsport, OH

Dallas

Dallas

Chicago

San Francisco

Chicago

Kansas City

San Francisco

Cleveland

April 16, 1997

May 8, 1997

June 13, 1997

April 11, 1997

May 27, 1997

April 23, 1997

April 25, 1997

March 24, 1997


Federal Reserve Bank of Chicago

Type Application

Merger & Branch M&I Bank of Racine
Racine, Wisconsin

Branch

Racine, Wisconsin branch office of

M&I Marshall & Isley Bank
Milwaukee, Wisconsin

and to establish branches at
468 College Avenue
Racine, Wisconsin

4100 Durand Avenue
Racine, Wisconsin

3215 Douglas Avenue
Racine, Wisconsin

5100 Washington Avenue
Racine, Wisconsin

Bank of Lenawee

Adrian, Michigan

Branch

450 East Michigan Avenue
Saline, Michigan

State Bank

Everly, lowa

NP - Newspaper
FR - Federal Register

301 North Main Street
Everly, lowa

* - Subject to Provisions of Community Reinvestment Act

** _ Not available at this time

ews

Comment Period

Ending Date

NP -**

NP -5-31-97

NP -5-14-97



Applicant or notificant

Acquiree or activity Section of law Reserve Bank End of comment period
Credit Suisse Group, TradeWeb, L.L.C., 4 New York April 16, 1997
Zurich, Switzerland, data processing (b)(7)
and Credit Suisse First
Boston Corp.,
New York, NY
Creditanstalt- community investments 4 New York February 24, 1997
Bankverein, (b)(6)
Vienna, Austria
Criswell, Thomas E., First Ada Bancshares, Inc., CIBC Kansas City April 30, 1997
Ada, OK; Ada, OK;
Horne, Bill J., Sr., First National Bank and
Ada, OK; Trust Company,
Howard, C.B., Ada, OK.
Ada, OK;
Thompson, Richard J.,
Oklahoma City, OK;
Wall, James N.,
Shawnee, OK,
all as co-trustees,
Crites, John William, South Branch Valley CIBC Richmond June 3, 1997
Petersburg, WV Bancorp, Inc.,
Moorefield, WV, and South
Branch Valley National
Bank of Moorefield,
Moorefield, WV
Cumberland Bancorp, The Bank of Mason, 3 Atlanta April 4, 1997
Inc., Mason, TN
Carthage, TN
Dartmouth Capital Eldorado Bancorp, 3 San Francisco April 25, 1997
Group, inc., Irvine, CA;
Huntington Beach, CA; Eldorado Bank,
Dartmouth Capital Tustin, CA

Group, L.P., Huntington
Beach, CA; Commerce
Security Bancorp, Inc.,
Huntington Beach, CA;
and SDN Bancorp, Inc.,
Encinitas, CA

Deer, Charlie,
Monroeville, AL

First Citizens Bancorp, Inc., | CIBC
Monroeville, AL

First Citizens Bank of

Monroe County,

Monroeville, AL

Atlanta

May 27, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

Lloyds TSB Group
PLC, and Lloyds Bank
PLC,

both of London, England

Mahurin, Dixi,
Bowling Green, KY;
Mahurin, Peter and
Dixie ,

Bowling Green, KY,
acting in concert

Mansfield Bancshares,
Inc.,
Mansfield, LA

Marshall & Ilsey
Corporation,
Milwaukee, WI

MASSBANK Corp.,
Reading, MA

Mauldin, Leonard P.,
Town Creek, Alabama,
Mauldin, Macke B.,
Sheffield, Alabama, and
Mauldin, E. Fennel, Jr.,
Sheffield, Alabama, as
the MPEFM, II Limited
Partnership

MAXLOU Bancshares,
Inc.,
Tahlequah, OK

IAI Holdings Inc.,
Investment Advisers, Inc.,
Minneapolis, MN, trust
services (b)(3); investment
advisory services (b)(4);
full-service brokerage
(b)(15); foreign exchange
execution & advisory
services, and other advisory
& administrative services

First Cecilian Bancorp, Inc.,
Cecilia, KY,

Cecilian Bank,

Cecilia, KY

Riverside Bancshares, Inc.,
Logansport, LA,

and Bank of Logansport,
Logansport, LA

Security Capital
Corporation,
Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI

Glendale Co-operative
Bank Bank,
Everett, MA

BancIndependent, Inc.,
Sheffield, AL,
and Bank Independent,
Sheffield, AL

First State Bank,
Tahlequah, OK;
Liberty Finance, Inc.,
Tahlequah, OK, lending
(b)1)

4 New York
CIBC St. Louis

3 Dallas

3 Chicago

3 Boston
CIBC Atlanta

3 and 4 Kansas City

End of comment period

March 26, 1997

April 30, 1997

June 12, 1997

May 5, 1997

May 23, 1997

June 2, 1997

April 11, 1997



H.2

MAY 19, 1997 TO MAY 23, 1997

PAGE 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

Atlanta

Minneapolis

New York

Dallas

Dallas

6c

Dallas

Dallas

Firstrust Corporation, New Orleans, Louisiana -- to
acquire shares of Automated Technology Machines,
Inc., and engage in data processing activities.

Permitted, May 21, 1997.

Fishback Financial Corporation, Brookings, South
Dakota -- to engage de novo in lending activities.
Permitted, May 21, 1997.

Greater Community Bancorp, Totowa, New Jersey -- to
engage in riskless principal transactions through
Greater Community Financial, L.L.C.

Approved, May 21, 1997.

Hawkins Delaware Financial Corporation, Wilmington,
Delaware -- to acquire The First State Bank,
Hawkins, Texas.

Approved, May 21, 1997.

Hawkins Financial Corporation, Hawkins, Texas -- to
acquire Hawkins Delaware Financial Corporation,
Wilmington, Delaware, and The First State Bank,
Hawkins, Texas.

Approved, May 21, 1997.

Jones Family Limited Partnership, Irving, Texas --
determination that it is a qualified family
partnership under the Bank Holding Company Act.

Granted, May 20, 1997.

Medina Bankshares, Inc., D'Hanis, Texas -- to acquire
Medina Financial, Inc., Carson City, Nevada, and
D'Hanis State Bank, D'Hanis, Texas.

Approved, May 22, 1997.

Medina Financial, Inc., Carson City, Nevada -- to
acquire D'Hanis State Bank, D'Hanis, Texas.
Approved, May 22, 1997.


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A., Rabobank
Nederland, Utrecht,
Netherlands; and
Smith Graham & Co.
Asset Managers L.P.,
Houston, TX

Dresdner Bank
AG,Frankfurt,
Germany, and Dresdner
Kleinwort Benson,
New York, NY

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

Ewen Bancshares, Inc.,
Ewen, MI

Fields, Alvin L., Honey
Grove, TX, and
Wilburn, Ronald L., San
Antonio, TX

First National Bancorp
of River Falls, Inc.,
River Falls, WI

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

Financial advisor (b)(1) &
(2)

extending credit &
servicing loans (b)(1),
leasing personal/real
property (b)(3), trust
company functions (b)(5),

financial/investment advisor

(b)(6); agency transactional
services for customer
investment (b)(8); &
management consulting &
conseling (b)(9)

American National
Financial Corporation,
Panama City, FL and
First National Bank
Northwest Florida,
Panama City, FL

State Bank of Ewen,
Ewen, MI

Quadco Bancshares, Inc.,
Ladonia, TX, and
Farmers and Merchants
State Bank,

Ladonia, TX

The First National Bank of
River Falls,
River Falls, WI

Interim First National Bank
of Gallatin,

Gallatin, MO,

First National Bank of
Gallatin,

Gallatin, MO

4 New York
4 ‘New York

3 Atlanta

3 Minneapolis
CIBC. Dallas

3 Minneapolis
3 Kansas City

June 17, 1997

June 17, 1997

June 27, 1997

June 26, 1997

June 18, 1997

June 26, 1997

June 27, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/23/97

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Institution Location Examination Date —_Rating*
The Vintage Bank 1500 Soscol Avenue 1/21/97 Satisfactory

Napa, CA 94559-1910
(707) 257-8585

First Security Bank 530 Las Vegas Blvd. South 1/21/97 Satisfactory
of Nevada Las Vegas, NV 89101
(702) 251-1100

*Under the rating system an institution’s CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and.
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its
overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially
deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.



Applicant or notificant

Acquiree or activity Section of law Reserve Bank End of comment period
Neighborhood Bancorp, Neighborhood Nat'l Bank, 3 and 4 San Francisco June 23, 1997
San Diego, CA San Diego, CA; &
CONTINUED Neighborhood Capital
Advisors, San Diego, CA,
community development
(b)(12); financial &
investment advisory (b)(6);
Neighborhood Housing
Development Corp., San
Diego, CA, community
development (b)(12),
CONTINUED
Northeast Kansas Valley Fails Insurance, Inc., 3 and 4 Kansas City May 5, 1997
Bancshares, Inc., Valley Fails, KS,
Valley Falls, KS Kendall State Bank,
Valley Falls, KS, insurance
activities (b)(8)(iii)
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta May 8, 1997
Largo, FL FS.B.,
St. Petersburg, FL, savings
association (b)(9)
Parkway Bancorp, Inc., Jefferson Holding Corp., 3 Chicago April 21, 1997
Harwood Heights, IL, Chicago, IL;
and Parkway Jefferson State Bank,
Acquisition Corporation, Chicago, IL.
Harwood Heights, IL
Patel, Susma;Patel First Bankshares, Inc., CIBC Atlanta May 30, 1997
(Suku), Suketu Longwood, FL, and
Madhusudan; Patel First National Bank of
(Perry), Parimal Central Florida, Longwood,
Kantibhai; Amin, Bharat Fl
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group
PBT Bancshares, Inc., Yoder Bankshares, Inc., 3 Kansas City June 6, 1997
McPherson, KS Yoder, KS, and Farmers
State Bank,

Yoder, KS



FEDERAL RESERVE BANK OF PHILADELPHIA

TON I - APPL ION: D TT R
NOTICE ONL

Northumberland Bancorp, Dunmore, PA to become a bank holding company through the
acquisition of The Northumberland National Bank, Northumberland, PA, pursuant to Section
3(a)(1)RN of the Bank Holding Company Act.

Newspaper comment period expires: 05/028/97

SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER
FED TER Ni

Fulton Financial Corp, Lancaster, PA to acquire 100 percent of the voting shares of The
Peoples Bank of Elkton, Elkton, PA., pursuant to Section 3(a)(3) of the Banking Holding
Company Act.

Newspaper comment period expires: N/Avail
Federal Register comment period expires: N/Avail

FECTION III - APPLICATIONS RECEIVED AND ECT TO FED)
REGISTER NOTICE ONLY

NONE

FECTION IV - APPLICATION: EIVED AND Ni TT DERAL
REGISTER NOTICE EEWSPAPE



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Commerzbank Commerz Futures 4 New York May 23, 1997
Aktiengesellschaft, Corporation,
Frankfurt Main, Chicago, IL, financial &
Germany investment advisory (b)(6)
Community Bankshares County Bank of 3 Richmond June 2, 1997
Incorporated, Chesterfield,
Petersburg, VA Midlothian, VA
Community Capital The Bank of Newberry 3 Richmond May 29, 1997
Corporation, County,
Greenwood, SC Newberry, SC
Community Financial Community Savings Bank, 3 Chicago May 16, 1997
Corp., Robbins, IA
Edgewood, IA
Concord EFS, Inc., EFS Federal Savings Bank, 4 St. Louis. May 13, 1997
Memphis, TN Oakland, TN;

First Federal Bank, FSB,

Memphis, TN, operating a

savings association (b)(4)(ii)
Corley, John William, First State Bancorp of CIBC Chicago May 16, 1997
a) Monticello, Inc.,
Monticello, IL Monticello, IL
CONTINUED State Bank of Hammond,

Hammond, IL; First State

Bank of Monticello,

Monticello, IL; First State

Bank of Bloomington,

Bloomington, IL; First State

Bank of Heyworth,

Heyworth, IL;

CONTINUED
Corley, John William, and First State Bank of CIBC Chicago May 16, 1997
(2) Atwood,
Monticelli, IL Atwood, IL
Covenant Bancorp, Inc., Covenant Bank, 3 Philadelphia April 22, 1997
Haddonfield, NJ Haddonfield, NJ
Cox, Walter L., Sr., Morris County Bankshares, CIBC Dallas April 30, 1997
Naples, TX Incorporated,

Naples, TX;

Morris County National
Bank,
Naples, TX


Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

FirstFederal Financial
Services, Corp.,
Wooster, OH

FirstFederal Financial
Services, Corp.,
Wooster, OH

Florida Bancshares, Inc.,
Dade City, FL

Ford, Thomas Riley;
Nelson, Pau! Emil; and
Southway, Henry
Thomas,

Alamosa, CO.

Fulton Financial
Corporation,
Lancaster, PA

GBC Bancorp, Inc.,
Lawrenceville, GA

Gideon Bancshares
Company,
Dexter, MO

Gilmer Investment
Partnership, Ltd.,
Omaha, NE

Gold Banc Corporation,
Inc.,
Prairie Village, KS

Summit Bancorp, Inc., 3 and4 Cleveland
Akron, OH;

Summit Bank,

Arkron, OH;

Summit Banc Investment

Corporation,

Akron, OH, investment

advisory & securities

brokerage (b)(6) and (7)

FirstFederal Bank, N.A.,
Wooster, OH;

Mobile Consultants, Inc.,
Wooster, OH, lending
(b)(1) & (6)(2)

3 and4 Cleveland

First National Bank of 3
Pasco,
Dade City, FL

Atlanta

Alamosa Bancorporation CIBC
Ltd.,

Alamosa, CO;

Alamosa National Bank,

Alamosa, CO

Kansas City

The Peoples Bank of 3
Elkton,
Elkton, MD

Philadelphia

Gwinnett Banking 3 Atlanta
Company,
Lawrenceville, GA

(in organization)

First Midwest Bank of 3
Chaffee,
Chaffee, MO

St. Louis

The Avoca Company, 3
Avoca, NE;

Farmers State Bank,

Bennett, NE

Kansas City

Peoples Bancshares, Inc., 3
Clay Center, KS, and

Peoples National Bank of

Clay Center, Clay Center,

KS

Kansas City

May 12, 1997

May 12, 1997

April 21, 1997

May 1, 1997

June 23, 1997

April 10, 1997

June 20, 1997

May 5, 1997

June 13, 1997



APPLICATIONS BULLETIN
(For the week ending May 24, 1997)
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
NONE

SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL
REGISTER NOTICE

NONE
SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Received notice from Monitor Bancorp, Inc., Big Prairie, OH on May 21, 1997, of its intent
to acquire the outstanding voting shares of The Monitor Bank, Big Prairie, OH.

* ~ Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



H.2

MAY 19, 1997 TO MAY 23, 1997

PAGE 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

Director, BS&R Compagnie Financiere e Paribas, Paris, France, and

Secretary

Chicago

Boston

St. Louis

Cleveland

Cleveland

Banque Paribas -- request by Paribas to restore two
directors to the board of directors of Finaxa, a
French company, which indirectly controls Equitable
Life Assurance Society of the United States and
Donaldson, Lufkin & Jenrette, both of New York, New
York.

Granted, May 19, 1997.

Compass Bancshares, Inc., Birmingham, Alabama, and
Compass Banks of Texas, Inc., and Compass
Bancorporation of Texas, Inc., Wilmington, Delaware
-- to acquire Central Texas Bancorp, Inc., Waco,
Texas, and Texas National Bank of Waco.

Approved, May 21, 1997.

Dunn Investment Co., Eagle Grove, Lowa -- to acquire
Dunn Shares, Security Savings Bank, F&M Shares
Corp.,and Farmers & Merchants Savings Bank,
Manchester, Iowa.

Approved, May 22, 1997.

Falmouth Bancorp, Inc., Falmouth, Massachusetts -- to
acquire Falmouth Co-operative Bank, Sandwich,
Massachusetts.

Approved, May 22, 1997.

First Robinson Financial Corporation, Robinson,
Illinois -- to become a bank holding company upon
the conversion of First Robinson Savings and Loan,
F.S., to a stock savings and loan association, and
then into a national bank.

Approved, May 22, 1997.

FirstFederal Financial Services, Corp., Wooster, Ohio
-- to acquire FirstFederal Bank, National
Association.

Approved, May 23, 1997.

FirstFederal Financial Services Corp., Wooster,
Ohio -- to acquire Summit Bancorp, Akron, Ohio.
Approved, May 23, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending May 23, 1997

ASSIGNMENT OF RATING

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in
a manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaming and helping to meet the

credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
The Citizens State Bank February 11, 1997 Satisfactory
of Ontonagon

501 River Street
Ontonagon, MI 49953

The First State Bank of Emmons February 18, 1997 Satisfactory
P.O. Box 28
Emmons, MN 56029-0028

Ridgedale State Bank February 18, 1997 Satisfactory
1730 Plymouth Road
Minnetonka, MN 55305



Type

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
Notice Only cont'd

Application

M&I Bank of Menomonee Falls
Menomonee Falls, Wisconsin
Menomonee Falls, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
N85 W16058 Appleton Avenue
Menomonee Falls, Wisconsin

M&I Bank of Shawano

Shawano, Wisconsin
Shawano, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
401 East Green Bay Street
Shawano, Wisconsin

M&I Bank of South Central
Watertown, Wisconsin
Watertown, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish a branch at
808 East Main Street
Watertown, Wisconsin

M&I Central State Bank

Oshkosh, Wisconsin
Oshkosh, Wisconsin branch office of
M&I Marshall & Iisley Bank
Milwaukee, Wisconsin
and to establish a branch at
347 North Sawyer Street
Oshkosh, Wisconsin

Comment Period

Ending Date
NP -**

NP -**

NP -**

NP -**


H.2

MAY 19, 1997 TO MAY 23, 1997

PAGE 2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and

Community Affairs; FOMC -

Federal Open Market Committee; FRBO - Federal Reserve

Bank Operations; IF - International Finance; OSDM - Office of Staff Director .

for Management
BANK BRANCHES, DOMESTIC

Richmond

St. Louis

Cleveland

BANK HOLDING COMPANIES

San Francisco

Gc

Atlanta

Atlanta

Atlanta

F & M Bank-Blakeley, Ramson, West Virginia -- to
establish a branch inside the Wal-Mart SuperCenter,
4 Charles Town Plaza, Charles Town, West Virginia.

Approved, May 20, 1997.

McIlroy Bank & Trust, Fayetteville, Arkansas -- to
establish a branch in the Wal-Mart Supercenter at
3919 North Mall Avenue.

Approved, May 20, 1997.

Provident Bank of Kentucky, Alexandria, Kentucky --
to establish a branch at Mt. Zion and Sam Neace
Boulevard, Florence, Kentucky.

Approved, May 23, 1997.

Castle Creek Capital Partners Fund-I,L.P., San Diego,
California -- waiver of certain commitment
concerning acquisition of Rancho Santa Fe National
Bank, Rancho Santa Fe, and First Community Bank of
the Desert, Yucca Valley, California.

Granted, May 20, 1997.

Chambers Family Partnership, Danville, Arkansas --
determination that it is a qualified family
partnership under the Bank Holding Company Act.

Granted, May 20, 1997.

Colonial BancGroup, Inc., Montgomery, Alabama --
waiver of application to merge with Great Southern
Bancorp, West Palm Beach, Florida.

Approved, May 21, 1997.

Colonial BancGroup, Inc., Montgomery, Alabama --
waiver of application to merge with First Commerce
Banks of Florida, Inc., Winter Haven, Florida.

Approved, May 21, 1997.

Colonial Bank, Montgomery, Alabama -- to merge with
Great Southern Bank, West Palm Beach, Florida.
Approved, May 21, 1997.



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or

the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



el
RESERVE BANK APPLICATIONS BULLETIN For week ending May 23, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

T I - APPL T T E

Application nd of nt Peri

* Section 9 branch notification by MidSouth Bank,
Monette, Arkansas, to establish a branch at 3505
East Johnson Avenue, Jonesboro, Arkansas. 6-14-97

* Section 3(a)(1) notification by Midwest Bancshares,

Inc. and Affiliates Employee Stock Ownership Plan,

Poplar Bluff, Missouri, to acquire 36.48 percent of

Midwest Bancorporation, Inc., Poplar Bluff, Missouri

(received during the week ending May 16, 1997). Newspaper: 6-16-97

* Section 3(a)(3) notification by Gideon Bancshares
Company, Dexter, Missouri, to acquire First Midwest
Bank of Chaffee, Chaffee, Missouri. Federal Register: 6-20-97

* Section 3(a)(1) notification by The Bank of Mulberry

Employee Stock Ownership Trust, Mulberry, Arkansas,

to acquire 50.5 percent of Acme Holding Company,

Mulberry, Arkansas. Newspaper: 6-16-97

* Section 3(a)(5) expedited notification by National
City Bancshares, Inc., Evansville, Indiana, to merge
with Bridgeport Bancorp, Inc., Bridgeport, Illinois. Newspaper: 6-9-97

* Section 3(a)(3) notification by Meade Bancorp, Inc.,
Brandenburg, Kentucky, to acquire 15.6 percent of
Bedford Loan and Deposit Bancorp, Inc., Bedford,

Kentucky. Newspaper: 6-16-97

TI TH - APP 'T TO FEDERAL REGI
Application End of Comment Period
None.

* This notification is subject to CRA.



Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a
leader in, ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to Improve record of meeting community credit needs.

An institution in this group need to improve its overall record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods ,
in a manner consistent with its resources and capabilities.

Substantial Noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

Date of
Bank Examination Ratin

None.



Federal Reserve Bank of Chicago

Section JI - Applications Subject to Both Newspaper and Federal

Register Notice
Comment Period
Type Application Ending Date
3¢a)(3) Capitol Bancorp, Ltd.* ER - 5-27-97
Lansing, Michigan NP - 5-14-97

Valley First Community Bank (in organization)
Scottsdale, Arizona

3(a)(3) Sun Community Bancorp, Ltd.* FR - 5-27-97
Tucson, Arizona NP - 5-14-97
Valley First Community Bank (in organization)
Scottsdale, Arizona

3¢a)(1) Bancorp of New Glarus, Inc.* FR - 6-6-97
New Glarus, Wisconsin NP - 6-2-97
Bank of New Glarus
New Glarus, Wisconsin
3(a)(1) Peoples Financial Services, Inc.* FR - 5-23-97
Hamtramck, Michigan NP - 5-10-97

Peoples State Bank
Hamtramck, Michigan

3(a)G3) Shorebank Corporation* FR - 5-17-97
Chicago, Illinois NP - 5-28-97
Shorebank Pacific Corporation.
Ilwaco, Washington
Shoretrust Bank
Seattle, Washington

3(ay(1) Shorebank Pacific Corporation* FR - 5-17-97
Tlwaco, Washington NP - 5-28-97
Shoretrust Bank
Seattle, Washington.


FEDERAL RESERVE BANK OF NEW YORK

Comment Period
SECTION
Applications Subject to Newspaper
———Natice Only

None.

SECTION II

Applications Subject ta Both

United Roosevelt MHC, a proposed New Jersey mutual holding company,
and its subsidiary, United Roosevelt Bancorp, a proposed New Jersey
stock holding company, both of Carteret, New Jersey, to acquire 100
percent of the shares of common stock of United Roosevelt Savings
Bank, Carteret, New Jersey, a New Jersey stock savings bank and the
proposed successor to United Roosevelt Savings Bank, a New Jersey
mutual savings bank. 1/ 6/23/97 2/

SECTION WN

; Ronbanking Applications

Dresdner Bank AG, Frankfurt, Germany, to engage through existing

or future nonbank subsidiarics in the following activities: extending credit

and servicing loans; activities related to extending credit; leasing personal

or real property; trust company functions; financial and investment advisory
activities; agency transactional services for customer investments,

investment transactions as principal; and management consulting and

counseling activities. NIA

Cooperatieve Centrale Raitfeisen-Boerenleenbank, B.A., Rabobank

Nederland, Utrecht, The Netherlands, to acquire indirectly, through

Robeco Group, N.V., The Netherlands: (1) SmithGraham & Co.

Asset Managers, L.P., Houston, Texas; (2) SGR Global Advisors,

Houston, Texas; (3) Robeco Institutional Asset Management US Inc.,

Houston, Texas; and (4) AEA Global Advisors, LLC, New York,

New York, and thereby engage in: (i) acting as an investment or

financial advisor; and (ii) acting as a commodity pool operator. N/A

SECTION IV
Applications Not Involving
Notice by NSS Bancorp, Inc., Norwalk, Connecticut, to become a bank

holding company with respect to Norwalk Savings Society, Norwalk,
Connecticut.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

John Porter Pennington,
El Paso, TX

Kale, Denis L. and
Sandra,
Osceola, IA

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Korea Long Term
Credit Bank,
Seoul, Korea

Kremlin Bancshares,
Inc.,
Kremlin, OK

Lane, Richard E.(1);
McFadin, Nick, Jr.;
Krause, Charles

F.; Rockwald Ltd.:
Wolff, Gary W.;
Meadows, Gilbert R.; G.
G. Gale Family
Partners, Ltd.; BGG
Associates, LC;
Schroeder, George F.;
all of San Antonio, TX;
CONTINUED

Ruidoso Bank Corporation,
Ruidoso, NM, and
Ruidoso State Bank,
Ruidoso, NM

Osceola Bancorporation,
Osceola, LA;

American State Bank,
Osceola, IA

Greater Pacific Bancshares,
Whittier, CA;

Bank of Whittier, N.A.,
Whittier, CA

Kentucky Home Bank,
Bardstown, KY

Nara Bank, National
Association,
Los Angeles, CA

Bank of Kremlin,
Kremlin, OK

South Texas Capital Group,
Inc.,

San Antonio, TX;

Plaza International Bank,
NA,

San Antonio, TX;
CONTINUED

CIBC

CIBC

CIBC

w

CIBC

Dallas

Chicago

San Francisco

San Francisco

New York

Kansas City

Dallas

June I1, 1997

April 16, 1997

May 5, 1997

April 17, 1997

May 1, 1997

April 11, 1997

May 2, 1997



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Arrendale, Thomas A.,
Ill, Gainesville, GA,
Bussey, Cynthia A.,
Atlanta, GA, and
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,

Baldwin, GA

Banco Bilbao Vizcaya,
S.A.,
Bilbao, Spain

Bancorp Hawaii, Inc.,
Honolulu, HI

Bancorp of New Glarus,
Inc.,
New Glarus, WI

Bank of Idaho Holding
Company,
Idaho Falls, ID

Bank of New York
Company, Inc.,
New York, NY

BanPonce Corporation,
Hato Rey, PuertoRico;
Popular International
Bank, Inc.,

Hato Rey, Puerto Rico;
and BanPonce Financial
Corp.,

Wilmington, DE

Habersham Bancorp, CIBC Atlanta
Cornelia, GA, and
Habersham Bank,

Clarkesville, GA

BBV LatInvest Securities 4
Inc.,

New York, NY,

securities activities (b)(1),

(b)(4), (b)(15), and (b)(16)

New York

CU Bancorp, 3
Encino, CA;

California United Bank,

Encino, CA

San Francisco

The Bank of New Glarus, 3
New Glarus, WI

Chicago

Bank of Eastern idaho, 3
Idaho Falls, IA

San Francisco

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA,

trust, securities and data
processing activities (b)(3),

(b)(4), and (6)(7)

3 and 4 New York

CBC Bancorp, Ltd., 3 New York
Chicago, IL;

Capitol Bank of Westmont,

Westmont, IL;

Chicago Bank and Trust,

Chicago, IL

June 5, 1997

March 4, 1997

May 5, 1997

June 6, 1997

June 9, 1997

March 14, 1997

April 21, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

IN_V _- AVAIL, P EVAL!

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending May 23, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Bank/Location xamination Dat CRA Rating

NONE NONE NONE