Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 16

Week Ending April 17, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 11, 1999 to April 17, 1999

Testimony And Statements

Year 2000 issues -- statement by Governor Kelley before the House Committee on 

Banking and Financial Services, April 13, 1999.

- Published, April 13, 1999 

Bank Holding Companies

Community Capital Bancshares, Inc., Albany, Georgia -- to acquire Albany Bank & 

Trust, N.A.

- Approved, April 12, 1999 

Banks, Foreign

Banco de Credito e Inversiones, S.A., Santiago, Chile -- to establish an agency in 

Miami, Florida.

- Approved, April 12, 1999 

Regulations And Policies

Interagency Statement on Branch Closings -- Amendments to reflect changes in the 

law.

- Approved, April 16, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
April 11, 1999 to April 17, 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

The Chase Manhattan Bank, New York, New York -- to establish a branch at 

Pathmark Supermarket, 160 East 125th Street Street, New York, New York.

- Approved, April 13, 1999 

New York

First Community Bank, Harbor Springs, Michigan -- to establish a branch at 1116 

East State Street, Cheboygan.

- Approved, April 15, 1999 

Chicago

SunTrust Bank, Atlanta, Georgia -- to establish branches at 1425 Sandy Plains Road, 

Marietta; 3870 Druid Hills Road, Decatur; 9925 Haynes Bridge Road, Alpharetta; 

805 Woodstock Road, Suite 100, Roswell; and 3535 Peachtree Road, Atlanta.

- Approved, April 14, 1999 

Atlanta

Bank Holding Companies

Bank of De Soto, N.A., Employee Stock Ownership Trust, De Soto, Texas -- to 

become a bank holding company by acquiring D Bancorp, Inc. and Bank of De Soto, 

N.A.

- Approved, April 15, 1999 

Dallas

Barret Bancorp, Inc., Barretville, Tennessee -- to acquire additional shares of 

Somerville Bank and Trust Company, Somerville.

- Approved, April 14, 1999 

St. Louis

Belvedere Capital Partners, LLC, San Francisco, California -- to become a bank 

holding company through acquistion of California Community Financial Institutions 

Fund Limited Partnership, San Francisco, and thereby indirectly acquire California 

Financial Bancorp, Newport Beach.

- Approved, April 15, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Bank Holding Companies

Commerce Bancshares, Inc., Adair, Oklahoma -- to merge with Chelsea Bancshares, 

Inc., Chelsea.

- Approved, April 13, 1999 

Kansas City

Community Commercial Bancshares, Inc., Germantown, Tennessee -- to become a 

bank holding company through acquisition of Community Commercial Bank.

- Approved, April 14, 1999 

St. Louis

Community First Bancshares, Inc., New Iberia, Louisiana -- to become a bank 

holding company through acquisition of Community First Bank.

- Approved, April 14, 1999 

Atlanta

First Bancshares, Inc., San Luis Obispo, California -- to become a bank holding 

company through acquisition of First Bank of San Luis Obispo.

- Approved, April 14, 1999 

San Francisco

First Citizens Bancorporation of South Carolina, Inc., Columbia, South Carolina -- 

to acquire The Exchange Bank of South Carolina.

- Approved, April 15, 1999 

Richmond

First Financial Bancorp, Hamilton, Ohio -- to acquire Hebron Bancorp, Inc., Hebron, 

Kentucky.

- Approved, April 15, 1999 

Cleveland

First Ottawa Bancshares, Inc., Ottawa, Illinois -- to become a bank holding company 

through acquisition of shares of First National Bank of Ottawa.

- Approved, April 15, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Bank Holding Companies

Horizon Financial Corporation, Bellingham, Washington -- to acquire by merger 

Bellingham Bancorporation and thereby acquire Bank of Bellingham.

- Approved, April 14, 1999 

San Francisco

Mercantile Bancorp, Inc., Dallas, Texas -- to become a bank holding company 

through acquisition of Mercantile Delaware Bancorp, Inc., Dover, Delaware, and 

First Mercantile Bank, N.A., Dallas.

- Approved, April 13, 1999 

Dallas

Mercantile Delaware Bancorp, Inc., Dover, Delaware -- to become a bank holding 

company through acquisition of First Mercantile Bank, N.A., Dallas, Texas.

- Approved, April 13, 1999 

Dallas

National Australia Bank Limited, Melbourne, Australia -- to acquire indirectly 

through Homeside Lending, Inc., Jacksonville, Florida, certain assets of First 

Chicago NBD Mortgage Company, Troy, Michigan.

- Permitted, April 16, 1999 

Chicago

SJN Banc Co., St. John, Kansas -- to acquire St. John National Bank.

- Approved, April 15, 1999 

Kansas City

Strategic Capital Bancorp, Inc., Champaign, Illinois -- to become a bank holding 

company through acquisition of Strategic Capital Bank.

- Returned, April 16, 1999 

Chicago

Violeta Investments, Ltd., Hebbronville, Texas -- to acquire Hebbronville State 

Bank, Hebbronville.

- Approved, April 15, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Bank Holding Companies

Wells Fargo & Company, San Francisco, California; Norwest Financial Services, 

Inc.; and Norwest Financial, Inc., both in Des Moines, Iowa -- proposed purchase of 

certain assets of TCF National Bank Minnesota; TCF Consumer Financial Services, 

Inc.; and TCF Financial Services, Inc., all in Minneapolis, Minnesota.

- Approved, April 15, 1999 

San Francisco

Banks, State Member

First Interstate Bank, Billings, Montana -- to purchase certain assets and assume the 

liabilities of the Helena and Belgrade branches of First National Bank of Montana, 

Libby.

- Approved, April 15, 1999 

Minneapolis

Security Bank, Coos Bay, Oregon -- transfer agent registration.

- Approved, April 14, 1999 

Director, BS&R

Change In Bank Control

American Pacific Bank, Portland, Oregon -- request for relief from a commitment 

made in connection with a change in bank control.

- Granted, April 14, 1999 

Director, BS&R

Ohio County Bancshares, Inc., Beaver Dam, Kentucky -- change in bank control.

- Permitted, April 14, 1999 

St. Louis

Resource One, Inc., Ulysses, Kansas -- change in bank control.

- Permitted, April 16, 1999 

Kansas City

Umpqua Holdings Corporation, Roseburg, Oregon -- change in bank control.

- Permitted, April 12, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Competitive Factors Reports

AEGON, N.V., The Hague, The Netherlands -- report on competitive factors of the 

proposed acquisition of Transamerica Bank, National Association, New Castle, 

Delaware.

- Submitted, April 15, 1999 

Philadelphia

American Bank, Fond du Lac, Wisconsin -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Princeton and Omro 

branches of Bank One, Wisconsin, Milwaukee.

- Submitted, April 13, 1999 

Chicago

Branch Banking and Trust Company of Virginia, Virginia Beach, Virginia -- reports 

on competitive factors of the proposed mergers with Bank of Ferrum, Ferrum; 

Piedmont Trust Bank, Martinsville; and MainStreet Bank (Central Virginia), 

Richmond (formerly known as Hanover Bank, Mechanicsville).

- Submitted, April 14, 1999 

Richmond

Branch Banking and Trust Company of Virginia, Virginia Beach, Virginia -- reports 

on competitive factors of the proposed mergers with The Bank of Northern Virginia, 

Arlington; The First National Bank of Clifton Forge, Clifton Forge; Bank of Carroll, 

Hillsville; First Community Bank of Saltville, Saltville; and The First Bank of Stuart, 

Stuart.

- Submitted, April 16, 1999 

Richmond

Darlington County Bank, Darlington, South Carolina -- report on competitive factors 

of the proposed merger with Darlington Interim Bank.

- Submitted, April 14, 1999 

Richmond

Extraco Banks, N.A., Temple, Texas -- report on competitive factors of the 

proposed merger with Extraco Banks, N.A., Waco.

- Submitted, April 14, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Competitive Factors Reports

First Bank of the Americas, S.S.B., Chicago, Illinois -- report on competitive factors 

of the proposed purchase of a branch and selected assets and assumption of certain 

deposit liabilities of Prospect Federal Savings Bank, Worth.

- Submitted, April 15, 1999 

Chicago

First National Bank in Viroqua, Viroqua, Wisconsin -- report on competitive factors 

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

Sparta branch of M&I Bank of La Crosse, La Crosse.

- Submitted, April 14, 1999 

Chicago

First Southern Bank, Boca Raton, Florida -- to establish a branch at 801 U.S. 

Highway One, North Palm Beach.

- Approved, April 14, 1999 

Atlanta

First Trust and Savings Bank, Wheatland, Iowa -- report on competitive factors of 

the proposed purchase of assets and assumption of deposit liabilities of the Calamus 

and Grand Mound branches of Mercantile Bank Midwest, Des Moines.

- Submitted, April 13, 1999 

Chicago

Hebbronville State Bank, Hebbronville, Texas -- report on competitive factors of the 

proposed merger with New Hebbronville State Bank.

- Submitted, April 14, 1999 

Dallas

Ionia County National Bank, Ionia, Michigan -- report on competitive factors of the 

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

Sunfield, Michigan, branch of Huntington National Bank, Columbus, Ohio.

- Submitted, April 14, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Competitive Factors Reports

Laconia Savings Bank, Laconia, New Hampshire -- report on competitive factors of 

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

branches of Fleet Bank NH, Manchester.

- Submitted, April 14, 1999 

Boston

Merchants National Bank, Terre Haute, Indiana -- report on competitive factors of 

the merger with Dulaney National Bank, Marshall, Illinois.

- Submitted, April 14, 1999 

Chicago

National Exchange Bank and Trust, Fond du Lac, Wisconsin -- report on 

competitive factors of the proposed purchase of assets and assumption of liabilities 

of the Campbellsport, Pardeeville, Randolph, and Cambria branches of Bank One, 

Wisconsin, Milwaukee.

- Submitted, April 13, 1999 

Chicago

Sun Bancorp, Inc., Vineland, New Jersey -- report on competitive factors of the 

proposed establishment of Sun Interim National Bank, Philadelphia; merger of Sun 

Interim National Bank into Sun National Bank, Vineland; and retention of the former 

main office location of Sun Interim National Bank.

- Submitted, April 13, 1999 

Philadelphia

TFC National Bank, Providence, Rhode Island -- report on competitive factors of the 

proposed merger with and into Textron National Bank, Costa Mesa, California.

- Submitted, April 9, 1999 (AC)

Boston

Webster City Federal Bancorp, Webster City, Iowa -- report on competitive factors 

of the proposed reorganization of W.C.F. Financial, M.H.C. into a two-tier holding 

company.

- Submitted, April 15, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Competitive Factors Reports

Wisconsin Community Bank, Cottage Grove, Wisconsin -- report on competitive 

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

Monroe branch of Bank One, Wisconsin, Milwaukee.

- Submitted, April 13, 1999 

Chicago

Extensions Of Time

Citigroup Inc., New York, New York -- extension to October 8, 1999, to conform 

its foreign equity operations under Regulation K. 

- Granted, April 7, 1999 (AC)

Director, BS&R

Great Southern Capital Corporation Employee Stock Ownership Trust, Meridian, 

Mississippi -- extension to August 4, 1999, to acquire shares of Great Southern 

Capital Corporation.

- Granted, April 15, 1999 

Atlanta

Keene Bancorp, Inc., 401(K) Employee Stock Ownership Plan & Trust, Keene, 

Texas -- extension of time to June 14, 1999, to acquire Keene Bancorp, Inc., and 

First State Bank.

- Granted, April 14, 1999 

Dallas

McIlroy Bank & Trust, Fayetteville, Arkansas -- extension to December 31, 1999, to 

establish a branch at 3350 West Wedington Drive.

- Granted, April 14, 1999 

St. Louis

Overton Financial Corporation, Overton, Texas, and Overton Delaware Corporation, 

Dover, Delaware -- extension to July 12, 1999, to acquire Longview Financial 

Corporation, Longview, Texas; Longview Delaware Corporation, Dover, Delaware; 

First State Bank, Van, Texas; and Longview Bank & Trust Company, Longview.

- Granted, April 12, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority April 11, 1999 to April 17, 1999

Membership

County Bank, Merced, California -- to become a member of the Federal Reserve 

System.

- Permitted, April 14, 1999 

San Francisco

Regulations And Policies

Regulation BB -- Statement of the Federal Financial Supervisory Agencies 

Regarding the Community Reinvestment Act.

- Withdrawn, March 30, 1999 (AC)

Director, C&CA

(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, April 17, 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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, April 17, 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

FBSEA Caixa Geral de Depositos, Lisbon, Portugal, to establish a

branch in New York, New York.

Newspaper – N/Avail

Branch Summit Bank, Hackensack, New Jersey, to establish a branch

office at the Foodtown Supermarket located at 700 Tennent

Road, Manalapan, New Jersey.*

Newspaper – 05/05/1999

* 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)(1) Summit Bancorp, Princeton, New Jersey, and its subsidiary,

First Valley Corporation, Bethlehem, Pennsylvania, to acquire

Prime Bancorp, Inc., Fort Washington, Pennsylvania (“Prime”),

and merge Prime’s subsidiary, Prime Bank, Philadelphia,

Pennsylvania, into Summit Bank (Pennsylvania).*

Newspaper – 05/10/1999

Fed Reg – 05/06/1999

* 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

4(c)(8) Barclays PLC, Barclays Bank PLC, both of London, England,

Bayerische Hypo-und Vereinsbank AG, Munich, Germany, and

Deutsche Bank AG, Frankfurt, Germany, through their affiliates,

to establish and operate, through Global Trust Organization,

LLC, in global interoperable network of participating financial

institutions that will operate as certification authorities.

Fed Reg – N/Avail
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Credit Suisse Group and Credit Suisse First Boston, both of

Zurich, Switzerland, to acquire Warburg, Pincus Asset

Management Holdings, Inc., New York, New York, and thereby

engage in certain nonbanking activities.

Fed Reg – 05/04/1999

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, April 17, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18c Summit Bank, Bethlehem, PA (the surviving bank) to merge

with Prime Bank, Philadelphia, PA

5/10/1999

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

Type Application

Ending date of

comment period

3a3 Penn Laurel Financial Corp., Curwensville, PA, to acquire

Clearfield Bank and Trust Company, Clearfield, PA

Newspaper - N/Avail

Fed. Reg - 5/13/1999

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
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

2515441 Pocono Community Bank

Straudsburg, PA

12/7/1998 4/15/1999 S X

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, April 17, 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

Member Received application on 04/16/1999 from MSB Interim Bank,

Minster, OH.
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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, April 17, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) FCNB Bank, Frederick, Maryland, to merge with First

Bank of Frederick, Frederick, Maryland.*

Newspaper – 05/13/1999

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

Type Application

Ending date of

comment period

3(a)(5) FCNB Corp, Frederick, Maryland, to merge with First

Frederick Financial Corporation, Frederick, Maryland.*

Fed Reg – 05/14/1999

Newspaper – 05/13/1999

*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

4(c)(8) FCNB Corp, Frederick, Maryland, to engage in owning and

operating cash dispensing machines in locations owned or

leased by unaffiliated third parties and thereby engage in data

processing activities.

Fed Reg – 05/14/1999

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

Type Application

4(c)(8) Virginia Commonwealth Financial Corporation, Culpeper,

Virginia, to perform trust company functions through a newly

organized subsidiary, Virginia Commonwealth Trust Company,

Culpeper, Virginia.
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, April 17, 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)(3) The Banc Corporation, Birmingham, Alabama, to acquire C&L

Bank of Blountstown, Bristol, Florida.

N/Avail*

3(a)(5) The Banc Corporation, Birmingham, Alabama, to merge with

C&L Banking Corporation, Bristol, Florida, and thereby directly

acquire C&L Bank of Bristol, Bristol, Florida.

N/Avail*

3(a)(3) South Alabama Bancorporation, Mobile, Alabama, to acquire

Sweet Water State Bancshares, Inc., Sweet Water, Alabama, and

thereby indirectly acquire Sweet Water State Bank, Sweet

Water, Alabama.

N/Avail*

3(a)(1) Heartland Bancshares, Inc., Lake Placid, Florida, to become a

bank holding company by acquiring Heartland National Bank,

Lake Placid, Florida (in organization).

N/Avail*

*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, April 17, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18c &

 Branch

Old Kent Bank

Grand Rapids, Michigan

 Community First Bank

 Lansing, Michigan

 and thereby to establish 16 branches

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

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

Cedarburg, Wisconsin

 Elcho Bancorporation, Inc.

 Elcho, Wisconsin

 Northwoods State Bank

 Elcho, Wisconsin

Fed Reg – 5/14/1999

Newspaper – N/Avail

3(a)(3) Foresight Financial Group, Inc.*

Freeport, Illinois

 State Bank FFG (in organization)

 Freeport, Illinois

Fed Reg – 4/12/1999

Newspaper – 4/16/1999

3(a)(3) Ogden Bancshares, Inc.*

Ogden, Iowa

 Community Bank of Boone (in organization)

 Boone, Iowa

Fed Reg – 5/10/1999

Newspaper – N/Avail

3(a)(3) State Financial Services Corporation*

Hales Corners, Wisconsin

 First Waukegan Corporation

 Waukegan, Illinois

 Bank of Northern Illinois, N.A.

 Waukegan, Illinois

Fed Reg – 5/17/1999

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

4(c)(8) Old Kent Financial Corporation

Grand Rapids, Michigan

 CFSB Bancorp, Inc.

 Lansing, Michigan

 Community First Bank

 Lansing, Michigan

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

827542 Iowa State Bank

102 W. Main Street

Calmar, Iowa 52132-0460

(319) 562-3442

12/15/1998 4/13/1999 S 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, April 17, 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)(5) Notice by Simmons First National Corporation, Pine Bluff,

Arkansas, to acquire NBC Banc Corp., El Dorado, Arkansas.*

Newspaper – 5/15/1999

Fed Reg – 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

4(c)(8) Notice by Sharon Bancshares, Inc., Martin, Tennessee, to

acquire American Holdings Investments, Inc., Union City,

Tennessee, and thereby engage in lending activities, pursuant to

Section 225.28(b)(1) of Regulation Y.

N/Avail.

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

Type Application

Member Notice by First Community Bank, N.A., Conway, Arkansas, to

become a state chartered member of 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

2503569 Pinnacle Bank

Little Rock, Arkansas

1/4/1999 4/21/1999 N 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, April 17, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch BANKFIRST, Sioux Falls, South Dakota, to merge with

Minnesota BANKFIRST, Minneapolis, Minnesota, and incident

thereto establish a branch.*

N/Avail.

* 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

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, April 17, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) / Branch Eaton Bank, Eaton, Colorado, to acquire the assets and assume

the liabilities of the Loveland, Colorado branch of World

Savings and Loan Association and World Savings Bank, FSB,

both of Oakland, California.

Newspaper – N/Avail

Branch Mercantile Bank, Overland Park, Kansas, to establish an

additional branch at the corner of North Douglas at Mulberry in

the Douglas Square Shopping Center, Lee’s Summit, Missouri.

Newspaper – 04/22/1999

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

Type Application

Ending date of

comment period

3(a)(1) Peoples Bank & Trust Holding Company, Ryan, Oklahoma, to

become a bank holding company through the acquisition of 100

percent of the voting shares of Peoples Bank & Trust Company,

Ryan, Oklahoma.

Newspaper – 05/15/1999

Fed Reg – 05/17/1999

3(a)(3) Central Financial Corporation, Hutchinson, Kansas, to acquire

up to 10 percent of the voting shares of Mid-America

Bancshares, Inc., Jewell, Kansas; and thereby indirectly acquire

Heartland Bank, N.A., Jewell, Kansas.

Newspaper – 05/08/1999

Fed Reg – 05/03/1999

3(a)(3) Amoret Bancshares, Inc., Bulter, Missouri, to acquire 100

percent of the voting shares of C.J. Bancshares, Inc.,

Harrisonville, Missouri; and thereby indirectly acquire Citizens

Bank of Missouri, Harrisonville, Missouri.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(3) FirstBank Holding Company of Colorado, ESOP, and FirstBank

Holding Company of Colorado, Inc., both of Lakewood,

Colorado, to acquire 100 percent of the voting shares of

FirstBank of El Paso County, Colorado Springs, Colorado.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(3) FirstBank Holding Company of Colorado, ESOP, and FirstBank

Holding Company of Colorado, Inc., both of Lakewood,

Colorado, to acquire 100 percent of the voting shares of

FirstBank of Adams County, Thornton, Colorado.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(3) Clear Creek Bancorp, Idaho Springs, Colorado, to acquire 100

percent of the voting shares of High Desert State Bank,

Albuquerque, New Mexico, a de novo bank in organizatiom.

Newspaper – N/Avail

Fed Reg – 05/17/1999

3(a)(3) Poteau Bancshares, Inc., and First Poteau Corporation, both of

Poteau, Oklahoma, to acquire 100 percent of the voting shares of

The First State Bank, Wisner, Oklahoma.

Newspaper – 05/06/1999

Fed Reg – 05/14/1999

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

4(c)(8) Guraranty, Inc., Beloit, Kansas, to engage in community

development activities.

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.
Section V – Availability of CRA public evaluations

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, April 17, 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

CIC Phillip G. Newsom, Ennis, TX, only notificant, to acquire

an interest in Palmer Bancshares, Inc., Palmer, TX

Fed Reg – 04/21/1999

Newspaper – 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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, April 17, 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) Newco Alaska, Inc., Ketchikan, Alaska, to become a bank

holding company by acquiring First Bancorp, Inc., Ketchikan,

Alaska. *

Newspaper – 05/10/1999

Fed Reg – 05/09/1999

3(a)(3) Belvedere Capital Partners, Inc., and California Community

Financial Institutions Fund Limited Partnership, both of San

Francisco, California, to acquire Cerritos Valley Bancorp,

Norwalk, California. *

Newspaper – 05/19/1999

Fed Reg – 05/17/1999

* 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

4(c)(8) Wells Fargo & Company, San Francisco, California, Norwest

Financial Services, Inc., and Norwest Financial, Inc., both of

Des Moines, Iowa, to acquire the assets of TCF National Bank

Minnesota, TCF Consumer Financial Services, Inc., and TCF

Financial Services, Inc., all of Minneapolis, Minnesota.
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