Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 23

Week Ending June 7, 2003

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 1, 2003 to June 7, 2003

Testimony And Statements

Fair Credit Reporting Act -- statement by Dolores S. Smith, Director, Division of 

Consumer and Community Affairs, before the Subcommittee on Financial Institutions and 

Consumer Credit of the House Committee on Financial Services.

- Published, June 4, 2003 

Advisory Councils

Consumer Advisory Council -- request for nominations for nine new members.

- Announced, June 4, 2003 

Forms

Regulation Z Report and Survey of Consumer Finances -- to extend without revision the 

Recordkeeping and Disclosure Requirements of Regulation Z and to pretest and execute 

the 2004 Survey of Consumer Finances (FR 3059).

- Approved, June 2, 2003 

Enforcement

Citizens Bank and Trust Company, Van Buren, Arkansas -- issuance of a consent order 

of assessment of a civil money penalty.

- Announced, June 4, 2003 

(AC) = Addition or Correction Board - Page 1 of 1
June 1, 2003 to June 7, 2003

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

American Bank of Baxter Springs, Baxter Springs, Kansas -- to establish a branch at 901 

East 7th Street, Galena.

- Approved, June 5, 2003 

Kansas City

AmSouth Bank, Birmingham, Alabama -- to establish branches at 1105 Highland 

Avenue, Selma; 1425 Sadler Road, Fernandina Beach, Florida; and 10950 Cross Creek 

Boulevard, Tampa.

- Approved, June 4, 2003 

Atlanta

Arvest Bank, Fayetteville, Arkansas -- to establish a branch in the Wal-Mart Supercenter 

at SWC 412 and Highway 97, Sand Springs, Oklahoma.

- Approved, June 4, 2003 

St. Louis

Bank of Plato, Plato, Missouri -- to establish a branch at West 16th and North Main 

Streets, Mountain Grove.

- Approved, June 3, 2003 

St. Louis

New Peoples Bank, Inc., Honaker, Virginia -- to establish a branch on Main Street, 

Dungannon.

- Approved, June 5, 2003 

Richmond

Bank Holding Companies

The Adirondack Trust Company Employee Stock Ownership Trust, Saratoga Springs, 

New York -- to acquire shares of 473 Broadway Holding Corporation and The 

Adirondack Trust Company.

- Approved, June 4, 2003 

Secretary

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority June 1, 2003 to June 7, 2003

Bank Holding Companies

Central Financial Corporation, Hutchinson, Kansas -- to acquire an interest in Gemini 

Bancshares, Monument, Colorado, and Integrity Bank and Trust Company.

- Approved, June 2, 2003 

Kansas City

Citizens National Banc Corporation, Meridian, Mississippi -- to become a bank holding 

company through the acquisition of The Citizens National Bank of Meridian.

- Approved, June 6, 2003 

Atlanta

CNB Holdings, Inc., Alpharetta, Georgia -- commitment waiver request.

- Withdrawn, June 6, 2003 

Atlanta

Commerzbank Aktiengesellschaft, Frankfurt, Germany -- to engage in certain nonbanking 

activities through its subsidiary, Commerzbank Capital Markets Corporation, New York, 

New York.

- Approved, June 6, 2003 

New York

East Penn Financial Corporation, Emmaus, Pennsylvania -- to become a bank holding 

company through the acquisition of East Penn Bank.

- Approved, June 2, 2003 

Philadelphia

Eden Financial Corporation, San Angelo, Texas -- to acquire Laguna Bancshares, Inc., 

Big Lake; Big Lake Bank, National Association; and Laguna Bancshares of Delaware, 

Inc., Dover, Delaware.

- Approved, June 4, 2003 

Dallas

M&T Bank Corporation, Buffalo, New York -- to acquire shares of Clarity Payment 

Solutions, Inc., New York, and thereby engage in providing management consulting, data 

processing, and data transmission services.

- Approved, June 5, 2003 

Secretary

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority June 1, 2003 to June 7, 2003

Bank Holding Companies

Mercantile Bancorp, Inc., Quincy, Illinois -- to acquire shares of New Frontier 

Bancshares, Inc., St. Charles, Missouri, and thereby acquire New Frontier Bank.

- Approved, June 6, 2003 

St. Louis

NorCrown Bancorp, Livingston, New Jersey -- to become a bank holding company with 

respect to NorCrown Bank.

- Withdrawn, June 4, 2003 

New York

One Rich Hill Mining, LLC, Fort Worth, Texas, and One Rich Hill Land Ltd. 

Partnership -- to become bank holding companies through the acquisition of an interest in 

F&M Bancorporation, Tulsa, Oklahoma, and The F&M Bank and Trust Company.

- Approved, June 6, 2003 

Secretary

Susquehanna Bancshares, Inc., Lititz, Pennsylvania -- to acquire shares of Pebblespring 

Holding Company.

- Returned, June 3, 2003 

Philadelphia

United Overseas Bank Limited, Singapore -- to engage de novo in agency transactional 

services.

- Withdrawn, June 4, 2003 

New York

Banks, Nonmember, And Miscellaneous Institutions

UBS Bank USA, Salt Lake City, Utah -- relocation of master account to the Federal 

Reserve Bank of New York.

- Permitted, June 6, 2003 

Secretary

Change In Bank Control

Commerce Bancorp, Inc., Berkeley, Illinois -- change in bank control.

- Permitted, June 2, 2003 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority June 1, 2003 to June 7, 2003

Change In Bank Control

Scott Bancshares, Inc., Bethany, Illinois -- change in bank control.

- Permitted, June 5, 2003 

Chicago

Valparaiso Enterprises, Inc., Valparaiso, Nebraska -- change in bank control.

- Permitted, June 4, 2003 

Kansas City

Competitive Factors Reports

The Business Bank of St. Louis, Clayton, Missouri -- report on competitive factors of the 

proposed merger with Business Interim Bank.

- Submitted, June 3, 2003 

St. Louis

First National Bank of Liberal, Liberal, Kansas -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of the Hugoton 

branch of Western State Bank, Garden City.

- Submitted, June 3, 2003 

Kansas City

First National Bank of Monahans, Monahans, Texas -- report on competitive factors of 

the proposed merger with First National Bank, Lubbock.

- Withdrawn, June 6, 2003 

Dallas

The Lathrop Bank, Lathrop, Missouri -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of the Lawson branch of 

Missouri Federal Savings Bank, Cameron.

- Submitted, June 3, 2003 

Kansas City

The Legacy Bank, Harrisburg, Pennsylvania -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of four branches of Leesport 

Bank, Wyomissing.

- Submitted, June 4, 2003 

Philadelphia

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority June 1, 2003 to June 7, 2003

Competitive Factors Reports

Mountain West Bank, Coeur D'Alene, Idaho -- report on competitive factors of the 

proposed merger with Pend Oreille Bank, Sandpoint.

- Submitted, June 3, 2003 

San Francisco

NBT Bank, National Association, Norwich, New York -- report on competitive factors 

of the proposed purchase of certain assets and assumption of certain liabilities of the 

Whitney Point branch of Alliance Bank, National Association, Oneida.

- Submitted, June 6, 2003 

New York

New Century Bank of Fayetteville, Fayetteville, North Carolina -- report on competitive 

factors of the proposed merger with New Century Bank, Dunn.

- Submitted, June 2, 2003 

Richmond

Extensions Of Time

Citibank, N.A., New York, New York -- extension of time for Citibank Overseas 

Investment Corporation, New Castle, Delaware, to conform certain investments of Bank 

Handlowy w Warszawie S.A., Warsaw, Poland, to the requirements of Regulation K.

- Granted, June 5, 2003 

Director, BS&R

Citibank, N.A., New York, New York -- extension of time for Citicorp Finance 

(Thailand) Limited, Bangkok, Thailand, to divest interests in certain properties.

- Granted, June 5, 2003 

Secretary

Merchants Financial Group, Inc., Winona, Minnesota -- extension to September 4, 2003, 

to acquire Merchants Bank, National Association, La Crescent, a de novo bank, in 

connection with the relocation of the charter of the existing Merchants Bank, National 

Association to Onalaska, Wisconsin.

- Granted, June 2, 2003 

Minneapolis

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority June 1, 2003 to June 7, 2003

Extensions Of Time

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- 

extension to September 5, 2003, to acquire additional shares of Oswego Bancshares, 

Inc. and Oswego Community Bank.

- Granted, June 3, 2003 

Chicago

Membership

Lake Community Bank, Lakeport, California -- membership in the Federal Reserve 

System.

- Approved, June 6, 2003 

San Francisco

Old Second Bank-Kane County (formerly Kane County Bank), Elburn, Illinois -- 

membership in the Federal Reserve System.

- Approved, June 4, 2003 

Chicago

United Central Bank, Garland, Texas -- withdrawal from membership in the Federal 

Reserve System.

- Granted, June 2, 2003 

Dallas

Yorkville National Bank, Yorkville, Illinois -- membership in the Federal Reserve System 

on conversion to a state charter.

- Approved, June 4, 2003 

Chicago

(AC) = Addition or Correction Delegated - Page 6 of 6
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

3(a)(1) PeoplesBancorp, MHC, Holyoke, Massachusetts – to become a 

mutual bank holding company through the acquisition of 100% 

of the voting shares of PeoplesBank, successor to Peoples 

Savings Bank, both of Holyoke, Massachusetts

Newspaper – 05/22/2003

Fed Reg – 05/22/2003

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Reg K State Street Bank GmBH, Munich, Germany – to establish 

branches in Milan, Italy and Vienna, Austria
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3A1 SAS rue la Boetie, Paris,France, to indirectly acquire, through its 

70 percent owned bank subsidiary, Credit Agricole, Paris, 

France, control of Espirito Santo Bank, Miami, Florida, and 

thereby become a bank holding company.

Newspaper – N/Avail

Fed. Reg. – 7/03/2003

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regula tion 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) ACB Bank, Carlstadt, NJ, to merge with and into Atlantic 

Central Bankers Bank, Camp Hill, PA.

07/03/2003

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Application by NHB Financial, Inc., Newell, West Virginia, to 

acquire 100 percent of the outstanding voting shares of Northern 

Hancock Bank and Trust, Newell, West Virginia, pursuant to 

section 3(a)(1) of the Bank Holding Company Act.

Newspaper – N/Avail 

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

189129 The Commercial and Savings Bank

6 West Jackson Street

Millersburg, Ohio 44654

03/17/2003 06/02/2003 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First Capital Bank, Glen Allen, Virginia, to establish a branch at 

1776 Staples Mill Road, Richmond, Virginia.*

Newspaper – 06/21/2003

18(c) Farmers & Mechanics Bank, Frederick, Maryland, to merge with 

Fredericktown Bank & Trust, Frederick, Maryland.*

Newspaper – 06/29/2003 

18(c) Farmers & Mechanics Bank, Frederick, Maryland, to acquire

certain assets and assume certain liabilities of the Mount Airy, 

Maryland, branch office of Westminster Union Bank, 

Westminster, Maryland.*

Newspaper – 06/29/2003

*Subject to the provisions of the Community Reinvestment Act.

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) Mercantile Bankshares Corporation, Baltimore, Maryland, to 

acquire F&M Bancorporation, Frederick, Maryland.*

Fed Reg – 06/30/2003 

Newspaper – 06/29/2003

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 1470 West Grand Parkway South, Katy, Texas, to be 

known as the Houston Grand Parkway Branch.*

Newspaper - 6/08/2003

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 13703 I-10 West, San Antonio, Texas, to be known as 

the I-10 UTSA Branch.*

Newspaper - 6/08/2003

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

5801 W. Hillsborough Boulevard, Parkland, Florida, to be 

known as the Parkland Office.*

Newspaper - 6/17/2003

*Subject to provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Alapaha Holding Company, Alapaha, Georgia, to become a 

bank holding company by acquiring 100 percent of the 

outstanding shares of Bank of Alapaha, Alapaha, Georgia.*

Newspaper-N/Avail

Fed Reg-N/Avail

3(a)(1) Community Banks of Georgia, Inc., Jasper, Georgia, to become 

a bank holding company by acquiring 100 percent of the 

outstanding shares of Community Bank of Pickens County, 

Jasper, Georgia.*

Newspaper-N/Avail

Fed Reg-N/Avail

3(a)(3) F.N.B. Corporation, Naples, Florida, to acquire up to 20 percent 

of the outstanding voting shares of Sun Bancorp, Inc., and its 

subsidiary Sun Bank, both of Lewisburg, Pennsylvania.*

Newspaper-06/16/2003

Fed Reg-07/03/2003

3(a)(5) GB&T Bancshares, Inc., Gainesville, Georgia, to merge with 

Baldwin Bancshares, Inc., and thereby acquire its subsidiary, 

First National Bank of the South, both of Milledgeville, 

Georgia.*

Newspaper-06/21/2003

Fed Reg-07/07/2003

*Subject to provisions of the Community Reinvestment Act.
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) Blackhawk Bancorp, Inc., Beloit, Wisconsin, to acquire 100 

percent of the voting shares of DunC Corp., Rockford, Illinois, 

and thereby indirectly acquire First Bank, BC, Capron, Illinois.*

Fed Reg – 06/20/2003

Newspaper – 06/20/2003

CIC Notice by John J. Reilly, Glencoe, Illinois, to purchase 169,642 

shares or 23.56 percent voting control of Hawthorn Corporation, 

Mundelein, Illinois, and thereby indirectly acquire Hawthorn 

Bank, Mundelein, Illinois.

Fed Reg – 06/05/2003

Newspaper – N/Avail

3(a)(1) & 4(c)(8) Kankakee Bancorp, Inc., Kankakee, Illinois, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of State Bank of Aviston, Aviston, Illinois, and to 

retain control of KFS Bank, F.S.B., Kankakee, Illinois, and 

thereby operate a savings association.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by Boulevard Financial, LP (proposed family limited 

partnership), to gain control of more than 25 percent of the 

outstanding shares of TNB Bancorp, Inc., Tuscola, Illinois, and 

thereby indirectly acquire Tuscola National Bank, Tuscola, 

Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

4(c)(8) Heartland Financial USA, Inc., Dubuque, Iowa, proposes to 

engage in financial advisory services and leasing activities 

through its wholly-owned subsidiary, Heartland Capital Corp., 

Dubuque, Iowa.

Investment ShoreBank Corporation, Chicago, Illinois, to make an 

investment, pursuant to Subpart A of Regulation K, in a de novo 

subsidiary corporation, ShoreCap International, Ltd., London, 

England, that will engage in community development financing, 

investment and advisory activities overseas.

4(c)(8) ShoreBank Corporation, Chicago, Illinois, notification pursuant 

to Subpart C of Regulation Y, to establish ShoreCap 

Management, Ltd., a de novo U.S. subsidiary of ShoreBank 

Corporation, that will engage in investment portfolio advisory 

and management administration services.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Premier Bank of Jacksonville, Jacksonville, Illinois, to establish 

a branch facility to be located at 203 South Miller Street, 

Waverly, Illinois.*

Newspaper – 06/14/2003

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3A3 Harrodsburg First Financial Bancorp, Inc., Harrodsburg, 

Kentucky, and its subsidiary Independence Bancorp, New 

Albany, Indiana, to acquire 100 percent of I-Bank (in 

organization), Louisville, Kentucky.*

Newspaper – 07/07/2003

Fed Reg – 07/03/2003

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) JDOB, Inc., Sandstone, Minnesota, to acquire 80% or more of 

the voting shares of First National Bank of Hinckley, Hinckley, 

Minnesota, a de novo bank.*

Fed Reg – 06/12/2003

Newspaper – 06/21/2003

3(a)(3) Marquette Financial Companies, Minneapolis, Minnesota, to 

acquire 100% of the voting shares of Valley Bancorp, Inc., 

Phoenix, Arizona, and thereby indirectly acquire Valley Bank of 

Arizona, Phoenix, Arizona.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Change in control notice by Mary Jane Lindholm, Clarkfield, 

Minnesota, to retain control of Clarkfield Holding Company, 

Clarkfield, Minnesota, and thereby indirectly retain control of 

Farmers and Merchants State Bank of Clarkfield, Clarkfield, 

Minnesota.

Fed Reg – 06/20/2003

Newspaper – 07/04/2003

CIC Change in control notice by Heidi Re Gesell, St. Paul, 

Minnesota, and Andrew John Gesell, Woodbury, Minnesota, to 

gain control of Cherokee Bancshares, Inc., St. Paul, Minnesota, 

and thereby indirectly gain control of Cherokee State Bank of St. 

Paul, St. Paul, Minnesota.

Fed Reg – 06/27/2003

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Adams Bank and Trust, Ogallala, Nebraska, to establish a 

branch at 265 Cheyenne Mountain Boulevard East, Colorado 

Springs, Colorado.

Newspaper - 06/06/2003

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) BankVest, Inc., Denver, Colorado, to become a bank holding 

company through the acquisition of 76.5 percent of the voting 

shares of BW Holdings, Inc., Castle Rock, Colorado, parent of 

BankWest, Castle Rock, Colorado.

Newspaper - 07/03/2003

Fed Reg - 07/03/2003

3(a)(1) AllNations Bancorporation, Inc., Shawnee, Oklahoma, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of The First National Bank of 

Calumet, Calumet, Oklahoma.

Newspaper - N/Available

Fed Reg - N/Available

CIC Notice by Robert S. Moran, Jr. Testamentary Trust, Hollis, 

Oklahoma and Sue Jean Bernard Byrd, Hollis, Oklahoma, as 

trustee, to retain control of Great Plains Bancshares, Inc., Hollis, 

Oklahoma, parent of Great Plains National Bank, Elk City, 

Oklahoma.

Newspaper - 06/25/2003

Fed Reg - 06/24/2003

CIC Notice by the 2003 Voting Trust Agreement and its trustees: 

Forest Levan Kelly, Oliver Tracy Kelly and Albert Charles 

Kelly, all of Bristow, Oklahoma; William Royce Kelly, Tulsa, 

Oklahoma; and Allison Asbury Kelly, Okemah, Oklahoma, to 

acquire control of Spirit Bankcorp, Inc., Bristow, Oklahoma, 

parent of SpiritBank, Tulsa, Oklahoma.

Newspaper - N/Available

Fed Reg - 06/23/2003

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(3) Denison Bancshares, Inc., Holton, Kansas, to acquire 100 

percent of the voting shares of Countryside Bank, Meriden, 

Kansas.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

894245 Mainstreet Bank

101 W. Main

Bunceton, Missouri 65237

03/03/2003 06/05/2003 S X

41553 First State Bank

102 W. Main Street

Anadarko, Oklahoma 73005-0827

03/10/2003 06/05/2003 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Afin, Ltd., Cleburne, TX, and Avest, Inc., Cleburne, TX, to 

acquireGrandview Bancshares, Inc., Grandview, TX*

(previously reported the week ending May 17, 2003)

Fed Reg – 06/16/2003 

Newspaper – 06/13/2003

3(a)(1) Avest, Inc., Cleburne, TX, to acquire Afin, Ltd., Cleburne, TX, 

and Grandview Bancshares, Inc., Grandview, TX* (previously 

reported the week ending May 17, 2003) 

Fed Reg – 06/16/2003 

Newspaper – 06/13/2003

CIC Marvin Sparks, Panhandle, TX, only notificant, to acquire an 

interest in Groom Bancshares, Inc., Groom, Texas (previously 

reported the week ending May 24, 2003)

Fed Reg – 06/12/2003 

Newspaper – 06/02/2003

3(a)(1) The Ginger Murchison Foundation, Athens, TX to acquire The 

First National Bank of Athens, Athens, TX*

Fed Reg – N/Avail 

Newspaper – 07/07/2003

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, June 7, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) America Bancshares, Inc., Newport, Minnesota, to become a 

bank holding company by acquiring 100 percent of Sun Country 

Bank, Victorville, California.*

Newspaper – 06/26/2003

Fed Reg – 07/03/2003

3(a)(3) 1) Eggemeyer Advisory Corp., WJR Corp., Castle Creek Capital 

LLC, Castle Creek Capital Partners Fund I, L.P., Castle Creek 

Capital Partners Fund IIa,, L.P., and Castle Creek Capital 

Partner Funds IIb, all of Rancho Santa Fe, California, on an 

aggregate basis, directly and indirectly, to acquire up to 35 

percent of State National Bancshares, Inc., Lubbock, Texas, 

State National Bancshares of of Delaware, Inc., Dover,

Delaware, Independent Bankshares, Inc., Lubbock, Texas, 

Independent Financial Corporation, Dover, Delaware, and State 

National Bank, Lubbock, Texas; and 2) State National 

Bancshares, Inc., Lubbock, Texas, to acquire 100 percent of 

ANB Financial Corporation, Arlington, Texas, and indirectly 

acquire ANB Delaware Financial Corporation, Dover, Delaware, 

and Arlington, National Bank, Arlington, Texas.* 

Newspaper – N/Avail

Fed Reg – 07/08/2003

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(5)(c) The Bank Holdings, Reno, Nevada, to become a bank holding 

company by acquiring 100 percent of Nevada Security Bank, 

Reno, Nevada.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None