Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 49

Week Ending December 5, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 29, 1998 to December 5, 1998

Bank Holding Companies

CAB Holding, LLC, Wilmington, Delaware -- to acquire The Chinese American 

Bank, New York, New York.

- Approved, November 30, 1998 

City Holding Company, Charleston, West Virginia -- to acquire Horizon Bancorp, 

Inc., Beckley, West Virginia, and its subsidiary banks.

- Approved, November 30, 1998 

Valley View Bancshares, Inc., Overland Park, Kansas -- to acquire Paola-Citizens 

Bancshares, Inc., Paola, Kansas, and Citizens State Bank.

- Approved, November 30, 1998 

Bank Mergers

Poteau State Bank, Poteau, Oklahoma -- to merge with Spiro Interim Bank, Spiro, 

Oklahoma, and establish a branch at the location of Spiro Interim Bank.

- Approved, December 2, 1998 

Forms

Annual Salary Survey, ad hoc surveys, and Compensation Trend Survey (FR 29a, b, 

and c) -- implementation of new information collection reports.

- Approved, November 30, 1998 

Application for Employment with the Board of Governors of the Federal Reserve 

System (FR 28) -- extension with revision.

- Approved, November 30, 1998 

Recordkeeping and Disclosure Requirements Associated with Securities 

Transactions Pursuant to Regulation H (FR H-3) -- extension, without revision.

- Approved, November 30, 1998 

International Operations

City National Bank, Beverly Hills, California -- to establish an agreement 

corporation to be known as City National International Insurance Holdings Inc., and 

invest in City National Insurance Co. Ltd., Tortola, British Virgin Islands.

- Approved, December 2, 1998 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions November 29, 1998 to December 5, 1998

Enforcement

Evergreen Bank, N.A., Poy Sippi, Wisconsin -- final decision and order of 

prohibition against James J. Redemann, a former institution-affiliated party.

- Announced, November 30, 1998 

(AC) = Addition or Correction Board - Page 2 of 2
November 29, 1998 to December 5, 1998

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

AmSouth Bank, Birmingham, Alabama -- to establish branches at 7562 University 

Boulevard, Winter Park, Florida; 4300 US 98 North, Lakeland; and 2101 East 

Semoran Boulevard, Apopka.

- Approved, December 1, 1998 

Secretary

AmSouth Bank, Birmingham, Alabama -- to establish branches at 4095 West Lake 

Mary Boulevard, Lake Mary, Florida; 945 East Semoran Boulevard, Casselberry; 

7142 West Colonial Drive, Orlando; and 4255 Kings Highway, Port Charlotte.

- Approved, December 2, 1998 

Secretary

Banco Popular de Puerto Rico, Hato Rey, Puerto Rico -- to establish a branch at 

1170 Castle Hill Avenue, Bronx, New York.

- Approved, November 24, 1998 (AC)

New York

Bank of Mulberry, Mulberry, Arkansas -- to establish a branch at 1012 West Second 

Street, Little Rock, Arkansas.

- Approved, December 1, 1998 

St. Louis

Compass Bank, Birmingham, Alabama -- to establish a branch at the intersection of 

Fry Road and Interstate Highway 10, Katy, Texas.

- Approved, November 30, 1998 

Secretary

Eaton Bank, Eaton, Colorado -- to establish a branch at 802 West Drake Road, Fort 

Collins, Colorado.

- Approved, December 1, 1998 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Branches, Domestic

Genoa Bank Company, Genoa, Ohio -- to establish a branch at 703 Conant Street, 

Maumee, Ohio.

- Approved, December 3, 1998 

Cleveland

Idaho Banking Company, Boise, Idaho -- to establish a branch at 449 East 

Parkcenter Boulevard and 600 South Rivershore Lane, Suite 120, Eagle, Idaho.

- Approved, December 1, 1998 

San Francisco

Santa Barbara Bank & Trust, Santa Barbara, California -- to establish a mobile 

branch to serve Ventura, Santa Barbara, and San Luis Obispo Counties in California.

- Approved, December 1, 1998 

San Francisco

Security State Bank & Trust Company, Polson, Montana -- to establish a branch at 

146 South Shore Route.

- Approved, November 30, 1998 

Minneapolis

SunTrust Bank, North Central Florida, Ocala, Florida -- to establish a branch at 6801 

Southeast Maricamp Road.

- Approved, December 4, 1998 

Atlanta

Valley Bank of Ronan, Ronan, Montana -- to establish a branch at Mission Foods, 8 

Dayton Street SW.

- Approved, November 30, 1998 

Minneapolis

Bank Holding Companies

ACNB Corporation, Gettysburg, Pennsylvania -- to acquire Farmers National 

Bancorp, Inc., Newville, Pennsylvania, and Farmers National Bank of Newville.

- Approved, December 4, 1998 

Philadelphia

(AC) = Addition or Correction Delegated - Page 2 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Holding Companies

Bank of Texas Bancshares, Inc., Devine, Texas -- to acquire BOT Financial Group, 

Inc., Carson City, Nevada, and The Bank of Texas, Devine.

- Approved, December 4, 1998 

Dallas

Banque Nationale de Paris, Paris, France -- to engage de novo in underwriting and 

dealing, to a limited extent, in all types of debt and equity securities through BNP 

Capital Markets, LLC, New York, New York.

- Approved, December 2, 1998 

San Francisco

Black Earth Bancshares, Inc., Black Earth, Wisconsin -- to acquire Black Earth State 

Bank.

- Approved, December 3, 1998 

Chicago

BOK Financial Corporation, Tulsa, Oklahoma -- to expand the underwriting and 

dealing authority of its section 20 subsidiary, BOSC, Inc.

- Approved, December 2, 1998 

Kansas City

BOT Financial Group, Inc., Carson City, Nevada -- to acquire The Bank of Texas, 

Devine, Texas.

- Approved, December 4, 1998 

Dallas

Capital Bank Corporation, Raleigh, North Carolina -- to acquire Capital Bank and 

Home Savings of Siler City, Inc., SSB, Siler City, North Carolina.

- Approved, November 30, 1998 

Richmond

CDS Bancorp, Inc., Spirit Lake, Iowa -- to acquire First Bank & Trust.

- Approved, December 3, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Holding Companies

Farmers Bancshares, Inc., Center, Texas -- to acquire Carthage Bancshares, Inc., 

Carthage, Texas, and First National Bank of Carthage.

- Approved, December 2, 1998 

Dallas

FBOP Corporation, Oak Park, Illinois -- to acquire Pullman Group, Inc., Chicago, 

Illinois, and Pullman Bank and Trust Company.

- Approved, November 30, 1998 

Chicago

First American Bank Group, Ltd., Fort Dodge, Iowa -- to acquire First American 

Credit Corporation, Jewell, Iowa; Freedom Holdings, L.C., West Des Moines, Iowa; 

and Freedom Financial Bank.

- Approved, December 2, 1998 

Chicago

First American Credit Corporation, Jewell, Iowa -- to acquire Freedom Holdings, 

L.C., West Des Moines, Iowa, and Freedom Financial Bank.

- Approved, December 2, 1998 

Chicago

First Commonwealth Financial Corporation, Indiana, Pennsylvania -- to acquire 

Southwest National Corporation, Greensburg, Pennsylvania.

- Approved, November 2, 1998 (AC)

Cleveland

First National Bancshares, Inc., Goodland, Kansas -- waiver of application to acquire 

Quinter Insurance Service, Inc., Quinter, Kansas, and First National Bank.

- Granted, October 16, 1998 (AC)

Kansas City

First National Bank at St. James ESOP and Trust, St. James, Minnesota -- to acquire 

shares of The First National Agency at St. James, Minnesota, Inc.

- Approved, December 3, 1998 

Minneapolis

(AC) = Addition or Correction Delegated - Page 4 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Holding Companies

First National Bank Corp., Cloverdale, Indiana -- to engage de novo in insurance 

activities in a town with a population of less than 5000.

- Returned, November 30, 1998 

Chicago

First Star Bancorp, Inc., Bethlehem, Pennsylvania -- waiver of application to acquire 

Nesquehoning Savings Bank, Nesquehoning, Pennsylvania.

- Granted, October 15, 1998 (AC)

Philadelphia

FirstBank Holding Company of Colorado ESOP, Lakewood, Colorado -- to acquire 

shares of FirstBank Holding Company of Colorado.

- Approved, December 1, 1998 

Secretary

Freedom Holdings, L.C., West Des Moines, Iowa -- to acquire Freedom Financial 

Bank.

- Approved, December 2, 1998 

Chicago

Frontier Financial Corporation, Everett, Washington -- to acquire Washington 

Banking Corporation, Oak Harbor, Washington.

- Approved, December 3, 1998 

San Francisco

FVNB Corp., Victoria, Texas -- to engage in mortgage banking activities.

- Approved, December 2, 1998 

Dallas

FVNB Corp., Victoria, Texas, and FVNB Delaware Corp., Wilmington, Delaware -- 

to acquire CBOT Financial Corporation, New Waverly, Texas; CBOT Financial 

Corporation of Delaware, Wilmington, Delaware; and Citizens Bank of Texas, N.A., 

New Waverly.

- Approved, December 2, 1998 

Dallas

(AC) = Addition or Correction Delegated - Page 5 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Holding Companies

Glacier Bancorp, Inc., Kalispell, Montana -- to acquire Big Sky Western Bank, Big 

Sky, Montana.

- Approved, December 2, 1998 

Minneapolis

Harleysville National Corporation, Harleysville, Pennsylvania -- to acquire Northern 

Lehigh Bancorp, Inc., Slatington, Pennsylvania, and The Citizens National Bank of 

Slatington.

- Approved, November 30, 1998 

Philadelphia

Liberty Financial Services, Inc., New Orleans, Louisiana -- request for relief from a 

commitment.

- Granted, December 4, 1998 

Atlanta

Mason-Dixon Bancshares, Inc., Westminster, Maryland -- to merge with Sterling 

Bancorp, Baltimore, Maryland.

- Approved, November 30, 1998 

Richmond

Mellon Bank Corporation, Pittsburgh, Pennsylvania -- to acquire an interest in 

Russell Mellon Analytical Services, LLC, Tacoma, Washington, and engage in data 

processing activities.

- Approved, October 19, 1998 (AC)

Cleveland

PSB Corporation, Wellsburg, Iowa -- to acquire Denver Ban Corporation, Denver, 

Iowa, and Denver Savings Bank.

- Approved, December 2, 1998 

Chicago

Southwest Bancorporation of Texas, Inc., Houston, Texas -- waiver of application to 

acquire Fort Bend Holding Corporation, Rosenberg, Texas, and Fort Bend Savings 

& Loan Association of Rosenberg.

- Granted, December 3, 1998 

Dallas

(AC) = Addition or Correction Delegated - Page 6 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Bank Holding Companies

SUM Financial Corporation, Pearson, Georgia -- to acquire The Citizens Exchange 

Bank.

- Approved, December 2, 1998 

Atlanta

Sun Bancorp, Inc., Vineland, New Jersey -- to acquire Sun National Bank, Delaware, 

Wilmington, Delaware. 

- Approved, December 1, 1998 

Philadelphia

Valley Community Bancshares, Puyallup, Washington -- to acquire Valley Bank, 

Auburn, Washington.

- Approved, December 2, 1998 

San Francisco

Warren County Bancshares, Inc., Warrenton, Missouri -- to acquire Central Missouri 

Bancshares, Inc., Sedalia, Missouri, and Central Bank of Missouri.

- Approved, December 4, 1998 

St. Louis

Zions Bancorporation, Salt Lake City, Utah -- to acquire Centennial Bank, N.A., 

Farmington, New Mexico.

- Approved, December 2, 1998 

Secretary

Bank Mergers

Bank of Colorado, Fort Lupton, Colorado -- to merge with Bank of Colorado - 

Front Range, Windsor, Colorado.

- Approved, December 2, 1998 

Kansas City

Compass Bank, Birmingham, Alabama -- to merge with Compass Bank, Houston, 

Texas, and establish branches at the location of its main office and branches.

- Approved, August 28, 1998 (AC)

Secretary

(AC) = Addition or Correction Delegated - Page 7 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Banks, State Member

Sterling Bank & Trust Co., Baltimore, Maryland -- payment of a dividend.

- Approved, November 30, 1998 

Richmond

Change In Bank Control

Big Sandy Holding Company, Limon, Colorado -- change in bank control.

- Permitted, December 4, 1998 

Kansas City

Bradley Bancorp, Columbus, Nebraska -- change in bank control.

- Permitted, November 30, 1998 

Kansas City

Clark Bancshares, Inc., Clarks, Nebraska -- change in bank control.

- Permitted, December 4, 1998 

Kansas City

First Artesia Bancshares, Inc., Artesia, New Mexico -- change in bank control.

- Permitted, December 3, 1998 

Dallas

Competitive Factors Reports

Catlettsburg FSB, Catlettsburg, Kentucky -- report on competitive factors of the 

proposed merger with Russell FSB, Russell, Kentucky.

- Submitted, November 18, 1998 (AC)

Cleveland

Citizens Savings Bank, Martins Ferry, Ohio -- report on competitive factors of the 

proposed acquisition of the assets and assumption of the liabilities of the Jewett, 

Ohio, branch of Belmont National Bank, Wheeling, West Virginia.

- Submitted, December 4, 1998 

Cleveland

(AC) = Addition or Correction Delegated - Page 8 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Competitive Factors Reports

Commerce Bank, Laredo, Texas -- report on competitive factors of the proposed 

acquisition of a branch of Pacific Southwest Bank, Corpus Christi, Texas.

- Submitted, December 2, 1998 

Dallas

Community Trust Bank, NA, Pikeville, Kentucky -- report on competitive factors of 

the proposed merger with Community Trust Bank of West Virginia, NA, Williamson, 

West Virginia.

- Submitted, December 4, 1998 

Cleveland

Farmers State Bank, Center, Texas -- report on competitive factors of the proposed 

merger with First National Bank of Carthage, Carthage, Texas.

- Submitted, December 3, 1998 

Dallas

Finance Factors, Limited, Honolulu, Hawaii -- report on competitive factors of the 

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

Financial Corporation.

- Submitted, December 3, 1998 

San Francisco

First Illinois National Bank, Savanna, Illinois -- report on competitive factors of the 

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

Savanna, Illinois, branches of Grand National Bank, Wauconda, Illinois.

- Submitted, December 4, 1998 

Chicago

Heritage National Bank, Pottsville, Pennsylvania -- report on competitive factors of 

the proposed merger with Berks County Bank, Reading, Pennsylvania.

- Submitted, December 1, 1998 

Philadelphia

Huntington National Bank, Columbus, Ohio -- report on competitive factors of the 

proposed merger with Huntington State Bank, Alexandria, Ohio.

- Submitted, December 4, 1998 

Cleveland

(AC) = Addition or Correction Delegated - Page 9 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Competitive Factors Reports

Matewan National Bank, Matewan, West Virginia -- report on competitive factors of 

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

Prestonsburg and Whitesburg, Kentucky, branches of Matewan Federal Savings 

Bank, Pikeville, Kentucky.

- Submitted, December 4, 1998 

Cleveland

Mercantile Bank of Memphis National Association, Memphis, Missouri -- report on 

competitive factors of the proposed merger with several of its affiliated banks in 

Missouri.

- Submitted, December 4, 1998 

Secretary

Mid American Bank & Trust Company, Toledo, Ohio -- report on competitive 

factors of the proposed merger with First National Bank of Northwest Ohio, Bryan, 

Ohio.

- Submitted, December 4, 1998 

Cleveland

Mid American National Bank & Trust Company, Toledo, Ohio -- report on 

competitive factors of the proposed merger with Adrian Street Bank, Adrian, 

Michigan.

- Submitted, December 4, 1998 

Cleveland

Pinnacle Bank, St. Joseph, Michigan -- report on competitive factors of the proposed 

merger with Citizens Trust Company of Indiana, National Association, Evansville, 

Indiana.

- Submitted, December 4, 1998 

Chicago

Preferred Interim Bank, Big Lake, Minnesota -- report on competitive factors of the 

proposed merger with Preferred Bank.

- Submitted, December 1, 1998 

Minneapolis

(AC) = Addition or Correction Delegated - Page 10 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Competitive Factors Reports

Three Rivers Bank and Trust Company, Jefferson Borough, Pennsylvania -- report 

on competitive factors of the proposed acquisition of the assets and assumption of 

the liabilities of the Leechburg, Pennsylvania, branch of First Western Bank, N.A., 

New Castle, Pennsylvania.

- Submitted, December 2, 1998 

Cleveland

Extensions Of Time

Androscoggin Bancorp, MHC, Lewiston, Maine, and Androscoggin Bancorp, Inc. -- 

extension to January 29, 1999, to become a mutual bank holding company and a 

bank holding company, respectively, through the reorganization of Androscoggin 

Savings Bank.

- Granted, December 1, 1998 

Boston

Central Texas Bankshare Holdings, Inc., Columbus, Texas, and Colorado County 

Investment Holdings, Inc., Wilmington, Delaware -- extension to March 4, 1999, to 

acquire Hill Bancshares Holdings, Inc., Weimar, Texas; Hill Bancshares, Inc., 

Wilmington, Delaware; and Hill Bank & Trust Company, Weimar.

- Granted, December 1, 1998 

Dallas

First Banking Center-Burlington, Burlington, Wisconsin -- extension to November 

21, 1999, to establish a branch at 550 Commercial Court (f/k/a Park Street), Lake 

Geneva, Wisconsin.

- Granted, December 1, 1998 

Chicago

First Gilmer Bancshares, Inc., Gilmer, Texas, and First Gilmer Delaware Holdings, 

Ltd., Wilmington, Delaware -- extension to January 8, 1999, to acquire Security 

State Bank, Ore City, Texas.

- Granted, December 4, 1998 

Dallas

(AC) = Addition or Correction Delegated - Page 11 of 12
H.2 Actions under delegated authority November 29, 1998 to December 5, 1998

Extensions Of Time

Premier Bancshares, Inc., Atlanta, Georgia -- extension to March 8, 1999, to acquire 

Frederica Bank & Trust, St. Simons, Georgia.

- Granted, December 4, 1998 

Atlanta

PSB BancGroup, Inc., Lake City, Florida -- extension to March 5, 1999, to acquire 

Peoples State Bank.

- Granted, December 4, 1998 

Atlanta

International Operations

National City Bank of Michigan/Illinois, Kalamazoo, Michigan -- to establish a 

branch in Grand Cayman, British West Indies.

- Approved, December 3, 1998 

Secretary

Regulations And Policies

Regulation M -- request for comment on proposed revisions of the official staff 

commentary to provide guidance on disclosure for lease advertisements, multipleitem leases, renegotiations and extensions, and estimates of official fees and taxes.

- Published, December 1, 1998 

Director, C&CA

Regulation Z -- request for comment on proposed revisions of the official staff 

commentary to address the issuance of unsolicited multifunction credit cards, credit 

sales involving trade-ins, and payment schedules that include private mortgage 

insurance.

- Published, December 2, 1998 

Director, C&CA

Regulation Z -- annual adjustment of the dollar amount that triggers certain 

requirements under the Truth in Lending Act for mortgage loans that bear fees above 

a certain amount (Docket No. R-1030).

- Published, December 2, 1998 

Director, C&CA

(AC) = Addition or Correction Delegated - Page 12 of 12
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 5, 1998

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, December 5, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco de la Ciudad de Buenos Aires, Buenos Aires, Argentina,

to establish a representative office in New York, New York.

Newspaper – N/Avail

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

representative office in New York, New York.

Newspaper – N/Avail

FBSEA KBC Bank N.V., Brussels, Belgium, to establish a branch in

New York, New York, an agency in Atlanta, Georgia, and a

representative office in Los Angeles, California.

Newspaper – 12/09/1998

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) Istituto Bancario San Paolo di Torino-Istituto Mobiliare

Italiano S.p.A., Turin, Italy, to engage, through its

subsidiaries, Mabon Securities Corp. (“Mabon”) and Cedar

Street Securities Corp., both of New York, New York, in

various laundry list activities, and to engage, only through

Mabon, in underwriting and dealing, on a limited basis.

Fed Reg – 12/30/1998

4(c)(8) Skandinaviska Enskilda Banken, Stockholm, Sweden, to

retain ABB Investment Management Corp., Stamford,

Connecticut, and as a result to provide investment advice.

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

Type Application

Ending date of

comment period

4(c)(8) The Bank of New York Company, New York, New York,

to act, through its Section 20 subsidiary, BNY Capital

Markets, Inc., New York, New York, as a Specialist and

Floor Broker on the Chicago and Philadelphia Stock

Exchanges through acquisition of business of EVEREN

Securities, Inc., Chicago, Illinois.

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, December 5, 1998

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, December 5, 1998

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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, December 5, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of the Commonwealth, Norfolk, Virginia, to establish a

branch at 1245 Cedar Road, Chesapeake, Virginia.*

12/11/1998

Branch First Virginia Bank – Southwest, Roanoke, Virginia, to establish

a branch inside the Wal-Mart store at 1140 East Stuart Drive,

Galax, Virginia.*

12/25/1998

Merger Centura Bank, Rocky Mount, North Carolina, to merge with

First Coastal Bank, Virginia Beach, Virginia .*

12/31/1998

*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

4(c)(8) Centura Banks, Inc., Rocky Mount, North Carolina, to acquire

100% of the voting shares of First Coastal Bankshares, Inc.,

Virginia Beach, Virginia.*

12/31/1998

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) BankAmerica Corporation, Charlotte, North Carolina; First

Union Corporation, Charlotte, North Carolina; BB&T

Corporation, Winston-Salem, North Carolina; Wachovia

Corporation, Winston-Salem, North Carolina; SunTrust Banks,

Inc., Atlanta, Georgia; BancWest Corporation, Honolulu,

Hawaii; and Zions Bancorporation, Salt Lake City, Utah, for

prior approval to own or control 5% or more of the voting

securities of H&S Holding Company, Maitland, Florida, and its

subsidiaries, HONOR Technologies, Inc., Maitland, Florida, and

Star Systems, Inc., San Diego, California.

Fed Reg – 12/30/1998
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

4(c)(8) Centura Banks, Inc., Rocky Mount, North Carolina, to acquire

Capital Advisors, Inc., Raleigh, North Carolina.

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

667524 The Bank of Charlotte County

Highway 40

Phenix, Virginia 23959-9703

09/14/1998 12/02/1998 O 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, December 5, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Compass Bank, Tucson, Arizona, to acquire certain assets and

assume certain liabilities of 14 branches of Norwest Bank

Arizona, National Association, Phoenix, Arizona. Listed below

are the following locations: 1599 South Fourth Avenue, Yuma,

Arizona; 3348 West Thomas Road, Phoenix, Arizona; 6002

South Central Avenue, Phoenix, Arizona; 302 North First

Avenue, Phoenix, Arizona; 1325 West Southern, Mesa, Arizona;

7315 East Osborn Road, Scottsdale, Arizona; 7605 South

McClintock Drive, Tempe, Arizona; 613 South Beeline Street

Parkway, Payson, Arizona; 781 E. White Mountain Boulevard,

Pinetop, Arizona; and 211 South Carmichael Avenue, Sierra

Vista, Arizona.

N/Avail*

18(c) Compass Bank, Phoenix, Arizona (Applicant), to acquire certain

assets and assume certain liabilities of the branch of Wells Fargo

Bank, National Association, San Francisco, California, located

at 2 East Birch Avenue, Flagstaff, Arizona. These applications

were filed in connection with an application by Applicant to

become a member of the Federal Reserve System.

N/Avail*

*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) Altrust Financial Services, Inc., Employee Stock Ownership

Plan, Cullman, Alabama, to become a bank holding company by

acquiring Altrust Financial Services, Inc., Cullman, Alabama,

and its subsidiary, The Peoples Bank of North Alabama,

Cullman, Alabama.

Fed Reg - 12/21/1998*

4(c)(8) The Banc Corporation, Birmingham, Alabama, to acquire

Emerald Coast Bank, Panama City Beach, Florida, upon its

conversion from a state chartered bank to a federal stock savings

bank, and thereby engage in operating a savings association.

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

Type Application

Ending date of

comment period

3(a)(3) First Bancshares, Inc., Hattiesburg, Mississippi, to acquire First

National Bank of the Pine Belt, Laurel, Mississippi

(in organization).

Fed Reg – 12/21/1998*

*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

Member Compass Bank, Tucson, Arizona, to become a member of the

Federal Reserve System.

S/R Bank Independent, Sheffield, Alabama, request for increase in

bank premises.

3(a)(1) EBA Bancshares, Inc., Opelika, Alabama, notice to become a

bank holding company by acquiring Eagle Bank of Alabama,

Opelika, Alabama.
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, December 5, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c)&

Branches

Salin Bank and Trust Company

Indianapolis, Indiana

 4 branches from Bank One, Indiana, National Association

 Indianapolis, Indiana

 1200 N. Baldwin Avenue

 Marion, Indiana

 3010 S. Adams Street

 Marion, Indiana

 302 S. Washington Street

 Marion, Indiana

 114 N. Main Street

 Jonesboro, Indiana

Newspaper – 11/30/1998

Newspaper - Newspaper Comment Period Ending Date

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

Type Application

Ending date of

comment period

3(a)(3) Bancorp of Rantoul, Inc.*

Rantoul, Illinois

 Rossville Bancorp, Inc.

 Rossville, Illinois

 First National Bank of Rossville

 Rossville, Illinois

Fed Reg – 12/28/1998

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not Available (Not yet available; Not available at this time)
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

177742 Citizens Bank & Trust Co.

100 Eddy Stone Drive

P.O. Box 842

Hudson, Iowa 50643

(319) 988-4090

9/7/1998 12/2/1998 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, December 5, 1998

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) *Notice by Citizens First Corporation, Bowling Green,

Kentucky, to acquire Citizens First Bank, Inc., Bowling Green,

Kentucky (in organization).

Newspaper – 12/22/98

Fed Reg – 12/21/98

3(a)(1) *Notice by McIlroy Family Limited Partnership, Bowling

Green, Missouri, to acquire Community State Bank of Bowling

Green, Bowling Green, Missouri.

Newspaper – N/Avail.

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

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

2356710 Bankof Rogers

Rogers, Arkansas

8/10/1998 11/17/1998 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, December 5, 1998

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 Campbell Family Limited Partnership II, Dunseith, North

Dakota, to acquire control of Security Bancshares, Inc.,

Dunseith, North Dakota.

Fed Reg – 12/04/1998

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

S/R Owatonna Bancshares, Inc., Owatonna, Minnesota, to redeem

32.2% of its voting shares.

S/R Adams Bancshares, Inc., Adams, Minnesota, to redeem 15.4%

of its voting shares.
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, December 5, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Star Valley, Afton, Wyoming, for prior approval to

establish a branch at 118 Village Parkway, Thayne, Wyoming.

Newspaper – 12/04/1998

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

Type Application

Ending date of

comment period

3(a)(1) Citizens Bancshares ESOP, Farmington, New Mexico, for prior

approval to become a bank holding company through the

acquisition of 30 percent of the voting shares of Citizens

Bancshares, Inc., Farmington, New Mexico; and thereby

indirectly acquire Citizens Bank, Farmington, New Mexico.

Newspaper – N/Avail

Fed Reg – 01/04/1998

3(a)(3) Adbanc, Inc., Ogallala, Nebraska, for prior approval to acquire

100 percent of the voting shares of Indianola Agency, Inc.,

Indianola, Nebraska; and thereby indirectly acquire Bank of

Indianola, Indianola, Nebraska.

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

Member First National Bank & Trust Company, Osawatomie, Kansas, to

remain a member of the Federal Reserve System following its

conversion from a national to a state chartered institution.

4(c)(8) First Pryor Bancorporation, Pryor, Oklahoma, for prior approval

to acquire Stephen L. Smith Corporation and thereby indirectly

engage in financial advisory 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.

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, December 5, 1998

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) Woodlands Bancorp, Inc., Homer, LA,

to become a bank holding company by acquiring

First Woodlands Bank, Homer, LA*

(Previously reported the week ending November 21, 1998)

Fed Reg – 12/18/1998

Newspaper – 12/26/1998

* 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, December 5, 1998

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) Western Acquisitions, L.L.C., and Western Acquisition Partners,

L.P., both of Washington, D.C., to acquire West Coast Bancorp

Tustin, California. *

Newspaper – N/Avail

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not Available (Not yet available; Not available at this time)

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) First Security Corporation, Salt Lake City, Utah, to engage in

section 20 nonbank activities through the acquisition of Van

Kasper & Company, San Francisco, California.

Fed Reg – 12/22/1998

Fed Reg - Federal Register Comment Period Ending Date

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

Type Application

S/R Eldorado Bank, Tustin, California, to pay a dividend of $1

million to Eldorado Bancshares, Inc., Laguna Hills, 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

533964 CivicBank of Commerce

2101 Webster Street

Oakland, CA 94612-3043

(510) 836-6500

08/03/1998 11/30/1998 S X

868376 Barnes Banking Co.

33 S. Main Street

Kaysville, UT 84037-1922

(801) 544-3424

08/03/1998 11/30/1998 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