Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 22

Week Ending May 29, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions May 23, 1999 to May 29, 1999

Bank Holding Companies

BOK Financial Corporation, Tulsa, Oklahoma, and BOKF Merger Corporation 

Number Seven -- to acquire First Bancshares of Muskogee, Inc., Muskogee, and its 

subsidiary, First National Bank and Trust Company of Muskogee.

- Approved, May 24, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
May 23, 1999 to May 29, 1999

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

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Community Bank of Tri-County, Waldorf, Maryland -- to establish a branch at 

10195 Berry Road.

- Approved, May 25, 1999 

Richmond

Community First Bank, Prineville, Oregon -- to establish a branch on Highway 97 in 

Madras.

- Approved, May 25, 1999 

San Francisco

First Southern Bank, Boca Raton, Florida -- to establish a branch on Woolbright 

Road.

- Approved, May 21, 1999 (AC)

Atlanta

First Virginia Bank, Falls Church, Virginia -- to establish a branch in the 7500 block 

of Linton Hall Road, Gainesville.

- Approved, May 27, 1999 

Richmond

Merchants State Bank, Freeman, South Dakota -- to establish a branch at 105 North 

Main Street, Viborg.

- Approved, May 28, 1999 

Minneapolis

Pioneer Bank, Stanley, Virginia -- to establish a branch at 932 West Market Street, 

Harrisonburg.

- Approved, May 27, 1999 

Richmond

Savings Bank & Trust Company, Orrville, Ohio -- to establish a branch at 2098 

Portage Road, Wooster.

- Approved, May 28, 1999 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Bank Holding Companies

A.B. Bancshares, Inc., Houston, Texas, and A.B. Bancshares of Delaware, Inc., 

Wilmington, Delaware -- to become bank holding companies through the acquisition 

of American Bank, Houston, and for A.B. Bancshares, Inc., to acquire A.B. 

Bancshares of Delaware, Inc.

- Approved, May 21, 1999 (AC)

Dallas

Bancorp of New Jersey, Freehold, New Jersey -- to become a bank holding company 

through the acquisition of Community Bank of New Jersey.

- Approved, May 27, 1999 

New York

Belvedere Capital Partners, LLC, San Francisco, California, and California 

Community Financial Institutions Limited Partnership -- to acquire shares of Cerritos 

Valley Bancorp, Norwalk, and its subsidiary, Cerritos Valley Bank.

- Approved, May 24, 1999 

San Francisco

BOK Financial Corporation, Tulsa, Oklahoma, and Park Cities Bancshares, Inc. -- to 

acquire Swiss Avenue State Bank, Dallas, Texas.

- Approved, May 26, 1999 

Kansas City

Brenton Banks, Inc., Des Moines, Iowa -- request for waiver of the application 

requirement in connection with the proposed acquisition of Brenton Bank of Pella, 

Pella, a de novo bank.

- Granted, May 28, 1999 

Chicago

Catawba Valley Bancshares, Inc., Hickory, North Carolina -- to become a bank 

holding company through the acquisition of Catawba Valley Bank.

- Approved, May 26, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Bank Holding Companies

Central Texas Bancshare Holding Company, Columbus, Texas, and Colorado 

County Investment Holdings, Inc., Wilmington, Delaware -- to acquire Hill 

Bancshares Holdings, Inc., Weimar, Texas, and Hill Bank & Trust Company.

- Approved, May 24, 1999 

Dallas

Columbiana Bancshares, Inc., Columbiana, Alabama -- to establish First Shelby 

Credit, Inc. and thereby engage de novo in making, acquiring, brokering, or servicing 

loans or other extensions of credit and acting as principal, agent, or broker for 

insurance that is directly related to an extension of credit by the company.

- Approved, May 20, 1999 (AC)

Atlanta

Community Bancorp of New Jersey, Freehold, New Jersey -- to become a bank 

holding company with respect to Community Bank of New Jersey.

- Approved, May 27, 1999 

New York

First Interstate BankSystem, Inc., Billings, Montana -- to acquire Security State 

Bank Shares, Polson, Montana.

- Approved, May 27, 1999 

Minneapolis

FirstBank Holding Company Employee Stock Ownership Plan, Lakewood, 

Colorado, and FirstBank Holding Company of Colorado -- to acquire FirstBank of 

Adams County, Thornton.

- Approved, May 27, 1999 

Secretary

HCSB Financial Corporation, Loris, South Carolina -- to become a bank holding 

company through the acquisition of Horry County State Bank.

- Approved, May 27, 1999 

Richmond

Independent Bank Corporation, Ionia, Michigan -- to acquire New MSB Bank, Bay 

City, Michigan, after the bank's merger with Mutual Savings Bank, F.S.B.

- Approved, May 28, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Bank Holding Companies

Ipswich Bancshares, Inc., Ipswich, Massachusetts -- to become a bank holding 

company through the acquisition of Ipswich Savings Bank, Ipswich, Massachusetts.

- Approved, May 28, 1999 

Boston

J. Carl H. Bancorporation, Earling, Iowa -- to engage de novo in insurance activities 

in a town with a population of less than 5,000 through the purchase of its subsidiary 

bank's insurance business.

- Approved, May 18, 1999 (AC)

Chicago

Market Place Bancshares, Inc., Champaign, Illinois -- request for waiver of a 

commitment not to incur debt.

- Granted, May 18, 1999 (AC)

Chicago

Old Kent Financial Corporation, Grand Rapids, Michigan -- (1) to acquire CFSB 

Bancorp, Inc., Lansing, and thereby acquire CFSB's subsidiaries, Community First 

Bank, Community First Mortgage Corporation, Capitol Consolidated Financial 

Corporation, and Allegan Insurance Agency, Inc., and thereby engage in operating a 

savings association, lending activities, and the sale of credit-related insurance, and (2) 

for Old Kent Bank to merge with Community First Bank and establish branches at 

the locations of Community First Bank.

- Approved, May 27, 1999 

Secretary

Skylands Financial Corp., Hackettstown, New Jersey -- to become a bank holding 

company with respect to Skylands Community Bank.

- Approved, May 27, 1999 

New York

Southern Bancorp, Inc., Marietta, Georgia -- request for waiver of a commitment not 

to incur debt.

- Granted, May 18, 1999 (AC)

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Bank Holding Companies

State Financial Services Corporation, Hales Corners, Wisconsin -- to acquire First 

Waukegan Corporation, Waukegan, Illinois, and thereby acquire Bank of Northern 

Illinois, Waukegan, Illinois.

- Approved, May 24, 1999 

Chicago

Sun Bancorp, Vineland, New Jersey -- to acquire Sun National Bank, Philadelphia, 

Pennsylvania, which is being formed to acquire certain assets and assume certain 

liabilities of Household Bank, FSB, Wood Dale, Illinois.

- Approved, May 24, 1999 

Philadelphia

Wells Fargo & Company, San Francisco, California -- to acquire Mustang Financial 

Corporation, Rio Vista, Texas, and thereby acquire its subsidiary, First State Bank.

- Approved, May 26, 1999 

San Francisco

Wells Fargo & Company, San Francisco, California -- to acquire Greater Midwest 

Leasing Corporation, Minneapolis, Minnesota.

- Approved, May 27, 1999 

San Francisco

Wells Fargo & Company, San Francisco, California; Norwest Mortgage, Inc., Des 

Moines, Iowa, and Norwest Ventures, LLC, Des Moines -- to engage in residential 

mortgage lending through a joint venture, New England Home Loans LLC, Hamden, 

Connecticut.

- Approved, May 28, 1999 

San Francisco

Westamerica Bank, San Rafael, California -- payment of a dividend.

- Approved, May 26, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Bank Mergers

Lemay Bank and Trust Company, St. Louis, Missouri -- to merge with LBT Interim 

Bank.

- Approved, May 25, 1999 

St. Louis

Banks, State Member

James River Bank, Waverly, Virginia -- payment of a dividend.

- Approved, May 27, 1999 

Richmond

Pullman Bank and Trust Company, Chicago, Illinois -- to purchase certain assets and 

assume certain liabilities of the five branches of Regency Savings Bank, F.S.B., 

Naperville, Illinois, and establish branches at 8905 Commercial Avenue and 3501 

East 106th Street, Chicago; 17150 South Torrence Avenue, Lansing; 1350 East 

Sibley Boulevard, Dolton; and 2600 Sauk Trail, Sauk Village.

- Approved, May 21, 1999 (AC)

Chicago

Republic Security Bank, West Palm Beach, Florida -- to purchase the assets and 

assume the liabilities of nine branches of First National Bank of Central Florida, 

Longwood, Florida.

- Approved, May 21, 1999 (AC)

Atlanta

WestStar Bank, Bartlesville, Oklahoma -- to declare a dividend.

- Approved, May 24, 1999 

Kansas City

Change In Bank Control

Cornerstone Alliance, Ltd., Winfield, Kansas -- change in bank control.

- Permitted, May 27, 1999 

Kansas City

Northstar Financial Corporation, Lake Dallas, Texas -- change in bank control.

- Permitted, May 28, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Change In Bank Control

Seacoast Banking Corporation of Florida, Stuart, Florida -- change in bank control 

notices.

- Returned, May 26, 1999 

Atlanta

Competitive Factors Reports

Coconut Grove Bank, Miami, Florida -- report on competitive factors of the 

proposed merger with Coconut Grove Interim Bank.

- Submitted, May 28, 1999 

Atlanta

Exchange National Bank and Trust Company, Atchison, Kansas -- report on 

competitive factors of the proposed merger with Farmers and Merchants State Bank, 

Effingham.

- Submitted, May 28, 1999 

Kansas City

Farmers & Merchants Bank - Eastern Shore, Onley, Virginia -- report on competitive 

factors of the proposed acquisition of the Parksley and Oak Hall, Virginia, branches 

of Wachovia Bank, N.A., Winston-Salem, North Carolina.

- Submitted, May 27, 1999 

Richmond

First Bank of El Paso County, Colorado Springs, Colorado -- report on competitive 

factors of the proposed merger with FirstBank of Colorado Springs.

- Submitted, May 26, 1999 

Kansas City

First National Bank of the Rockies, Meeker, Colorado -- report on competitive 

factors of the proposed merger with Yampa Valley National Bank, Hayden.

- Submitted, May 28, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Competitive Factors Reports

FirstBank of Adams County, Thornton, Colorado -- report on competitive factors of 

the proposed acquisition of assets and assumption of liabilities of two branches of 

FirstBank North, Westminster.

- Submitted, May 27, 1999 

Kansas City

The Gothenburg State Bank and Trust Company, Gothenburg, Nebraska -- report on 

competitive factors of the proposed merger with Bank of Brady, Brady.

- Submitted, May 26, 1999 

Kansas City

Humboldt Bank, Eureka, California -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of the Eureka and Ukiah branches of 

California Federal Bank, San Francisco.

- Submitted, May 25, 1999 

San Francisco

New Corporation, Kingstree, South Carolina -- report on competitive factors of the 

proposed merger with Exchange Bank of South Carolina.

- Submitted, May 27, 1999 

Richmond

Sovereign Bank, Wyomissing, Pennsylvania -- report on competitive factors of the 

proposed merger with Trenton Savings Bank, Trenton, New Jersey.

- Submitted, May 25, 1999 

Philadelphia

The Security Bank, Sidney, Nebraska -- report on competitive factors of the 

proposed merger with Stockmens National Bank, Rushville.

- Submitted, May 26, 1999 

Kansas City

Union Planters Bank, N.A., Memphis, Tennessee -- report on competitive factors of 

the proposed merger with First Bank of East Tennessee, N.A., LaFollette, and The 

First National Bank and Trust Company of Corbin, Corbin, Kentucky.

- Submitted, May 25, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority May 23, 1999 to May 29, 1999

Competitive Factors Reports

Zions First National Bank, Salt Lake City, Utah -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of the Nephi, Utah, 

branch of Community First National Bank, Phoenix, Arizona.

- Submitted, May 27, 1999 

Secretary

Extensions Of Time

First American Bank, Carpentersville, Illinois -- extension to December 1, 1999, to 

establish a branch at 356 Armitage Avenue.

- Granted, May 28, 1999 

Chicago

FirstBank Holding Company of Colorado ESOP, Lakewood, Colorado -- extension 

to August 26, 1999, to acquire shares of FirstBank Holding Company of Colorado.

- Approved, May 28, 1999 

Kansas City

Frontier Financial Corporation, Everett, Washington -- extension to September 3, 

1999, to consummate the acquisition of shares of Washington Banking Company, 

Oak Harbor.

- Granted, May 27, 1999 

San Francisco

Merchants Holding Company, Winona, Minnesota -- extension to August 26, 1999, 

to acquire Primo Financial Services, Inc., Hastings.

- Granted, May 25, 1999 

Minneapolis

Membership

American Bank of the Lehigh Valley, Allentown, Pennsylvania -- membership in the 

Federal Reserve System.

- Approved, May 25, 1999 

Philadelphia

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, May 29, 1999

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

Change in Control The KSB Bancorp, Inc. Employee Stock Ownership Plan,

Kingfield, Maine - to increase percentage of ownership of voting

shares of KSB Bancorp, Inc., Kingfield, Maine

Newpaper - N/Avail

Fed. Reg. - N/Avail

3(a)(3) Union Bankshares, Inc., Morrisville, Vermont - application to

acquire 100% of the voting stock of Citizens Savings Bank &

Trust, St. Johnsbury, Vermont

Newspaper - 6/26/1999

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

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Moscow Narodny Bank, London, England, to establish a

representative office in New York, New York.

Newspaper – N/Avail

Branch Chase Manhattan Bank, New York, New York, to establish a

branch office located at Store A, 428 Haledon Avenue, Haledon,

New Jersey.*

Newspaper – 06/28/1999

* 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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Fuji Bank, Ltd., Tokyo, Japan, to acquire through its subsidiary,

Heller Financial Inc., Chicago, Illinois, up to 100 percent of the

capital stock of HealthCare Financial Partners, Inc., Chevy

Chase, Maryland, and thereby engage in lending and related

servicing activities.

Fed Reg – N/Avail

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, May 29, 1999

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

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notification on 05/25/1999 from Wesbanco Bank

Wheeling, Wheeling, WV of its intent to establish limited

service branch offices, at the following locations, which will

provide trust services only in order to consolidate all trust

services into Wesbanco Bank Wheeling: 301 Adams Street,

Fairmont, WV; 344 High Street, Morgantown, WV; 140 West

Main Street, Clarksburg, WV; 415 Market Street, Parkersburg,

WV; and 300 Tennessee Avenue, Charleston, WV.*

06/05/1999

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

Type Application

Ending date of

comment period

Section 3(a)(5) Received application from Tonti Financial Corp., Columbus,

OH on 05/24/1999 to acquire Greater Ohio River Corp.,

Columbus, OH.*

Fed Reg – 06/25/1999

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 3rd Quarter of 1999

Institution Location

Provident Bank 1 East 4th Street, Cincinnati, OH 45202

The Ohio Bank 236 S. Main Street, Findlay, OH 45840

Citizens Banking Co. 10 E. Main Street, Salinesville, OH 43945

The Commercial Bank 230 E. 2nd Street, Delphos, OH 45833

Cortland Savings & Banking Co. 194 W. Main Street, Cortland, OH 44410

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other

circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Centura Bank, Rocky Mount, North Carolina, to establish a

branch at 17505 West Catawba Avenue, Suite 100, Cornelius,

North Carolina.*

Newspaper – 06/05/1999

18(c) F&M Bank-Winchester, Winchester, Virginia, to acquire the

Stephens City and Woodstock, Virginia, branch offices of

Wachovia Bank, N.A., Winston-Salem, North Carolina.*

Newspaper – 06/21/1999

18(c) JRB Acquisition Bank, Inc., Suffolk, Virginia, an organizing

bank, to merge with State Bank of Remington, Inc., Remington,

Virginia.*

Newspaper – 06/24/1999

*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) First National Corporation, Orangeburg, South Carolina, to

merge with First Bancorporation, Inc., Beaufort, South

Carolina.*

Fed Reg – 06/21/1999

Newspaper – 06/22/1999

3(a)(3) James River Bankshares, Inc., Suffolk, Virginia, to acquire State

Bank of Remington, Inc., Remington, Virginia.*

Fed Reg – 07/01/1999

Newspaper – 06/24/1999

3(a)(3) BB&T Corporation, Winston-Salem, North Carolina, to acquire

Matewan Bancshares, Inc., Williamson, West Virginia.*

Feg Reg – N/Avail

Newspaper – 06/28/1999

*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

Foreign Riggs National Corporation, Washington, D. C., to establish a

branch in Berlin, Germany, through Riggs Bank Europe

Limited, London, England.

4(c)(8) Union National Bancorp, Inc., Westminster, Maryland, to

acquire Barnes-Bollinger Insurance Services, Inc., Westminster,

Maryland.

Membership JRB Acquisition Bank, Inc., Suffolk, Virginia, an organizing

bank, for membership in the Federal Reserve System.

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

2692762 Barbour County Bank

107 Pike Stret

Philippi, West Virginia 26416

03/08/1999 05/23/1999 NI X

47377 Southern Financial Bank

37 East Main Street

Warrenton, Virginia 20186

02/11/1999 05/27/1999 S X

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch AuburnBank, Auburn, Alabama, to establish a branch located at

312 Main Street, Hurtsboro, Alabama.

06/18/1999*

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

located at 3850 Galleria Woods Drive, Hoover, Alabama, to be

known as the Galleria Woods Branch.

06/12/1999*

*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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) BankFirst Corporation, Knoxville, Tennessee, applicant seeks

after-the-fact approval to retain a trust company subsidiary and

thereby engage in trust company activities.

06/15/1999

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

F&M Bank – Iowa Central

Marshalltown, Iowa

 F&M Bank – Iowa Story County

 Story City, Iowa

 F&M Bank – Iowa South Central

 Grinnell, Iowa

 establish 13 branches

Newspaper – 06/09/1999

Branch Civitas Bank

St. Joseph, Michigan

 4141 Office Plaza Boulevard

 Indianapolis, Indiana

 540 Green Meadows Drive

 Greenfield, Indiana

Newspaper – 06/05/1999

Branch Civitas Bank

St. Joseph, Michigan

 415 Lincoln Avenue

 Evansville, Indiana

Newspaper – 06/05/1999

Edge Branch Bank One International Corporation

Dallas, Texas

 to establish a branch office of an Edge

 corporation at 1119 Houston Street

 Laredo, Texas

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(5) Merchants and Manufacturers Bancorporation, Inc.*

New Berlin, Wisconsin

 Pyramid, Bancorp, Inc.

 Grafton, Wisconsin

 Grafton State Bank

 Grafton, Wisconsin

Fed Reg – 06/25/1999

Newspaper – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Peoples Bancorp, Inc.*

Arlington Heights, Illinois

 The Peoples Bank of Arlington Heights (in organization)

 Arlington Heights, Illinois

Fed Reg – 06/25/1999

Newspaper – 06/22/1999

3(a)(5) Associated Banc-Corp.*

Green Bay, Wisconsin

 Riverside Acquisition Corp.

 Minneapolis, Minnesota

 Riverside Bancshares Corporation

 Minneapolis, Minnesota

 Riverside Bank

 Minneapolis, Minnesota

Fed Reg – 06/25/1999

Newspaper – N/Avail

4(c)(8) Northwest Financial Corporation

Spencer, Iowa

 Gateway Savings Bank (in organization)

 Ankeny, Iowa

Fed Reg – 04/07/1999

Newspaper – N/Avail

3(a)(3) Capitol Bancorp, Ltd.*

Lansing, Michigan

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(3) Sun Community Bancorp Limited*

Phoenix, Arizona

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(1) Nevada Community Bancorp Limited*

Las Vegas, Nevada

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(3) Capitol Bancorp, Ltd.*

Lansing, Michigan

 Elkhart Community Bank (in organization)

 Elkhart, Indiana

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(1) Indiana Community Bancorp Limited*

Goshen, Indiana

 Elkhart Community Bank (in organization)

 Elkhart, Indiana

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(1) Commerce Bancshares, Inc.*

Waukee, Iowa

 Waukee State Bank

 Waukee, Iowa

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

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

843243 F&M Bank – Grant County

1275 10th Street

Fennimore, Wisconsin 53809

(608) 822-3248

02/01/1999 05/25/1999 O X

651149 State Bank

728 Grand Avenue

Spencer, Iowa 51301

(712) 262-6580

02/01/1999 05/28/1999 O X
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, May 29, 1999

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

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

643546 Leitchfield Deposit Bank

Leitchfield, Kentucky

2/22/1999 6/1/1999 S X

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Merchants State Bank, Freeman, South Dakota, to establish a

branch in Viborg, South Dakota.*

5/21/1999

*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) Pembina County Bankshares, LTD, Cavalier, North Dakota, for

prior approval to merge with Stephen Bancshares, Inc., Stephen,

Minnesota.*

Fed Reg - 6/25/1999

*Subject to the provision 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, May 29, 1999

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

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

3(a)(1) First State Bancorp, Inc., Randolph, Nebraska, to become a bank

holding company through the reorganization of 100 percent of

the voting shares of First State Bank, Randolph, Nebraska.
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

41553 First State Bank

Anadarko, Oklahoma

02/22/1999 05/26/1999 S X

696056 Citizens Bank & Trust Company

Okmulgee, Oklahoma

03/08/1999 05/27/1999 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, May 29, 1999

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) Peoples Bancorp, Inc., Lubbock, TX, to acquire

Peoples Bancorp of Delaware, Inc., Dover, DE,

Lorenzo Bancshares, Inc., Lorenzo, TX, and

Lorenzo State Bank at Lorenzo, Lorenzo, TX*

Fed Reg – 07/01/1999

Newspaper – N/Avail

3(a)(1) Peoples Bancorp of Delaware, Inc., Dover, DE, to acquire

Lorenzo Bancshares, Inc., Lorenzo, TX, and

Lorenzo State Bank at Lorenzo, Lorenzo, TX*

Fed Reg – 07/01/1999

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

645465 Security Bank

901 Main St.

Ralls, TX 79357

02/22/1999 05/29/1999 O X

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Valley Bank of Arizona, Phoenix, Arizona, to establish a branch

office at 104th Street and McDowell Mountain Ranch Road,

Scottsdale, Arizona. *

Newspaper – 06/12/1999

* 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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) The Sumitomo Bank Limited, Osaka, Japan, to retain its indiect

interest in Daiwa SB Investments (USA), Ltd., New York, New

York.

Fed Reg – 06/15/1999

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

Type Application

3(a)(5)(C) Scripps Financial Corporation to become a bank holding

company by acquiring Scripps Bank, both of La Jolla,

California.
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

199762 San Benito Bank

300 Tres Pinos Road

Hollister, CA 95024

(408) 637-2265

02/01/1999 05/28/1999 S X

665575 Regency Bank

7060 N. Fresno Street

Fresno, CA 93720

(209) 438-2600

02/16/1999 05/28/1999 S X

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.

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None