Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 17

Week Ending April 24, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 18, 1999 to April 24, 1999

Banks, Foreign

ING Bank, N.V., Amsterdam, the Netherlands -- to establish a representative office 

in New York, New York.

- Approved, April 19, 1999 

Enforcement

First National Summit Bankshares, Crested Butte, Colorado -- issuance of a 

combined order to cease and desist and order of assessment of a civil money penalty 

against Paul P. Piper, Jr., a former institution-affiliated party of the holding company 

and First National Summit Bank.

- Announced, April 16, 1999 (AC)

Foxdale Bancorp, South Elgin, Illinois, and Foxdale Bank -- written agreement dated 

March 25, 1999, with the Federal Reserve Bank of Chicago and the Illinois Office of 

Banks and Real Estate.

- Announced, April 22, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
April 18, 1999 to April 24, 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

AmSouth Bank, Birmingham, Alabama -- to establish a branch at 11804 Bruce B. 

Downs Boulevard, Tampa, Florida.

- Approved, April 22, 1999 

Secretary

Guaranty Bank, Charlottesville, Virginia -- to establish branches at the intersections 

of Park Terrace Drive and Lauderdale Drive, Richmond, and U.S. Route 29 and 

North Crossing, Charlottesville.

- Approved, April 21, 1999 

Richmond

The Community Bank, Nashville, Tennessee -- to establish a branch at 109 Holiday 

Court, Suite C-5, Franklin, Tennessee.

- Approved, April 22, 1999 

Atlanta

The Elberfeld State Bank, Elberfeld, Indiana -- to establish a branch at 4424 Vogel 

Road, Evansville.

- Approved, April 21, 1999 

St. Louis

Bank Holding Companies

BancTenn Corporation, Kingsport, Tennessee -- to acquire shares of Paragon 

Commercial Bank, Raleigh, North Carolina, a de novo bank.

- Approved, April 22, 1999 

Secretary

Bank of Montreal, Toronto, Canada, and Bankmont Financial Corp., Chicago, 

Illinois -- to engage in investing and trading activities and in buying and selling 

bullion and related activities through Nesbitt Burns Securities, Inc., New York, New 

York.

- Permitted, April 23, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Bank Holding Companies

Clear Creek Bancorp, Inc., Idaho Springs, Colorado -- to acquire High Desert State 

Bank, Albuquerque, New Mexico.

- Withdrawn, April 21, 1999 

Kansas City

Community Bancorp, Fallbrook, California -- to become a bank holding company 

through the acquisition of Fallbrook National Bank.

- Approved, April 23, 1999 

San Francisco

F&M Bancorporation, Inc., Kaukauna, Wisconsin, and F&M Merger Corporation -- 

to acquire shares of CBE, Inc., Elkhorn, and indirectly acquire Community Bank of 

Elkhorn.

- Approved, April 21, 1999 

Chicago

First National Bank of Nevada Holding Company, Scottsdale, Arizona -- to acquire 

First Bank of Arizona, N.A., a de novo bank.

- Approved, April 20, 1999 

San Francisco

Foresight Financial Group, Inc., Freeport, Illinois -- to acquire State Bank FFG, a de 

novo bank.

- Approved, April 22, 1999 

Chicago

Guaranty, Inc., Beloit, Kansas -- to invest in Beloit Development, L.P. and engage in 

community development activities.

- Approved, April 21, 1999 

Kansas City

Hanmi Bank, Los Angeles, California -- to make community development 

investments in Clearinghouse Community Development Financial Institution, Lake 

Forest, California, and California Corporate Tax Credit Fund II, Boston, 

Massachusetts.

- Approved, April 19, 1999 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Bank Holding Companies

Iowa Community Bancorp, Inc., Creston, Iowa -- to become a bank holding 

company through the acquisition of Union-Adams Bancorp and thereby acquire Iowa 

State Savings Bank.

- Approved, April 21, 1999 

Chicago

Rich Land Bancorp, Olney, Illinois -- to acquire Cisne State Bank, Cisne.

- Approved, April 23, 1999 

St. Louis

Roxton Corporation Employee Stock Ownership Plan, Waco, Texas -- to acquire 

The Roxton Corporation, Celeste, and the First Bank, Roxton.

- Approved, April 22, 1999 

Dallas

South Texas Bancorp of Delaware, Wilmington, Delaware -- to acquire Hebbronville 

State Bank, Hebbronville, Texas.

- Approved, April 23, 1999 

Dallas

South Texas Bancorp, Inc., Hebbronville, Texas -- to become a bank holding 

company through the acquisition of South Texas State Bancorp of Delaware, Inc., 

Wilmington, Delaware, and Hebbronville State Bank, Hebbronville.

- Approved, April 23, 1999 

Dallas

Southcoast Financial Corporation, Mt. Pleasant, South Carolina -- to become a bank 

holding company through the acquisition of Southcoast Community Bank.

- Approved, April 21, 1999 

Richmond

Susquehanna Bancshares, Inc., Lititz, Pennsylvania -- to purchase shares of AExpert, 

Inc., Lancaster, Pennsylvania.

- Approved, April 22, 1999 

Philadelphia

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Bank Holding Companies

Swedish-American Bancshares, Inc., Courtland, Kansas -- to acquire SwedishAmerican State Bank.

- Approved, April 23, 1999 

Kansas City

UBS AG, Basle, Switzerland -- to engage through Warburg Dillon Read, New York, 

New York, in acting as the general partner for certain private investment funds and 

as commodity pool operator for those funds.

- Approved, April 19, 1999 

New York

Valley View Bancshares, Inc., Overland Park, Kansas -- relief from a commitment 

made in connection with a merger with its affiliated holding companies.

- Granted, April 20, 1999 

Director, BS&R

Change In Bank Control

Decatur Corporation, Leon, Iowa -- change in bank control.

- Permitted, April 21, 1999 

Chicago

West Point Bancorp, Inc., West Point, Nebraska -- change in bank control.

- Permitted, April 21, 1999 

Kansas City

Competitive Factors Reports

Bank of Bellingham, Bellingham, Washington -- report on competitive factors of the 

proposed merger with Horizon Bank.

- Submitted, April 1, 1999 (AC)

San Francisco

Bank of Rantoul, Rantoul, Illinois -- report on competitive factors of the proposed 

merger with First National Bank of Rossville, Rossville.

- Submitted, April 20, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Competitive Factors Reports

Bank One, N.A., Columbus, Ohio; Bank One, Arizona, N.A., Phoenix, Arizona; 

Bank One, Indiana, N.A., Indianapolis, Indiana; Bank One, Kentucky, N.A., 

Louisville, Kentucky; NBD Bank, N.A., Indianapolis, Indiana; and NBD Bank, 

Elkhart, Indiana -- report on competitive factors of the proposed purchase and 

assumption, merger, and participation transactions related to the reorganization and 

consolidation of the Indiana banking and student loan business of the bank 

subsidiaries of Bank One Corporation, Chicago, Illinois.

- Submitted, April 20, 1999 

Chicago

BankInfinity.com, N.A., Seattle, Washington -- report on competitive factors of the 

proposal to commence operations as a limited purpose bank.

- Submitted, April 23, 1999 

San Francisco

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

on competitive factors of the proposed mergers with MainStreet Trust Company, 

National Association, Martinsville, and Tysons National Bank, McLean.

- Submitted, April 19, 1999 

Richmond

Castle Bank, National Association, Sandwich, Illinois -- report on competitive 

factors of the proposed merger with Bank of Yorkville.

- Submitted, April 21, 1999 

Chicago

Community First Bank of Kentucky, Warsaw, Kentucky -- report on competitive 

factors of the proposed merger with Community First Bank, N.A., Maysville.

- Submitted, April 20, 1999 

Cleveland

First & Farmers Bank of Somerset, Kentucky, and Bank of Cumberland, 

Burkesville -- report on competitive factors of the proposed merger with Union 

Planters Bank, N.A., Memphis, Tennessee.

- Submitted, April 23, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Competitive Factors Reports

First State Bank of Van Orin, Van Orin, Illinois -- report on competitive factors of 

the proposed merger with First Interim Bank of Van Orin.

- Submitted, April 21, 1999 

Chicago

First Volunteer Bank, Union City, Tennessee -- report on competitive factors of the 

proposed merger with First Citizens National Bank, Dyersburg.

- Submitted, April 23, 1999 

St. Louis

Habersham Bank, Clarkesville, Georgia -- report on competitive factors of the 

proposed merger with Security State Bank, Canton.

- Submitted, April 21, 1999 

Atlanta

LNB National Bank of Warrick County, Lynnville, Indiana -- report on competitive 

factors of the proposed merger with Lynnville National Bank.

- Submitted, April 23, 1999 

St. Louis

North Country Bank and Trust, Manistique, Michigan -- report on competitive 

factors of the proposed purchase of certain assets and assumption of the deposit 

liabilities of the Kaleva and Mancelona branches of Huntington National Bank, 

Columbus, Ohio.

- Submitted, April 21, 1999 

Minneapolis

Regions Bank, Birmingham, Alabama -- reports on competitive factors of the 

proposed mergers with The Arkansas Bank, N.A., Batesville, Arkansas, and 

establishment of three branches; The Arkansas Bank, Walnut Ridge, and 

establishment of three branches; The Planters Bank, Osceola, and establishment of 

two branches; and The Arkansas Bank, Jonesboro, and establishment of six branches.

- Submitted, April 21, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Competitive Factors Reports

Shoreline Bank, Benton Harbor, Michigan -- report on competitive factors of the 

proposed acquisition of the Sister Lake branch of Huntington National Bank, 

Columbus, Ohio.

- Submitted, April 19, 1999 

Chicago

SierraWest Bank, Truckee, California -- report on competitive factors of the 

proposed merger with Bank of the West, San Francisco.

- Submitted, April 14, 1999 (AC)

San Francisco

Swiss Avenue State Bank, Dallas, Texas -- report on competitive factors of the 

proposed merger with PC Interim State Bank.

- Submitted, April 22, 1999 

Dallas

Extensions Of Time

Arenzville Bancorp, Inc., Arenzville, Illinois -- extension to July 28, 1999, to become 

a bank holding company through the acquisition of First National Bank of Arenzville.

- Granted, April 20, 1999 

Chicago

BCC Bancshares, Inc., Hardin, Illinois -- extension to July 21, 1999, to become a 

bank holding company through the acquisition of shares of Bank of Calhoun County.

- Granted, April 20, 1999 

St. Louis

Community Bank Minnesota Employee Stock Ownership Plan, Owatonna, 

Minnesota -- extension to July 24, 1999, to become a bank holding company by 

increasing its ownership interest in Owatonna Bancshares, Inc.

- Granted, April 22, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority April 18, 1999 to April 24, 1999

Extensions Of Time

M&T Bank Corporation, Buffalo, New York, and Olympia Financial Corporation -- 

extension to August 22, 1999, to acquire by merger FNB Rochester Corp., 

Rochester, New York, and First National Bank of Rochester; and related application 

by Manufacturers and Traders Trust Company, Buffalo, to merge with First National 

Bank of Rochester, Rochester.

- Granted, April 19, 1999 

New York

Southern Commercial Bank, St. Louis, Missouri -- extension to July 19, 1999, to 

establish a branch at 5638 Telegraph Road.

- Granted, April 23, 1999 

St. Louis

Membership

American Bank of Baxter Springs, Baxter Springs, Kansas -- to become a member of 

the Federal Reserve System.

- Approved, April 23, 1999 

Kansas City

Clemson Bank & Trust, Clemson, South Carolina -- to become a member of the 

Federal Reserve System.

- Approved, April 23, 1999 

Richmond

First Financial Bank, El Dorado, Arkansas -- to become a member of the Federal 

Reserve System.

- Approved, April 21, 1999 

St. Louis

State Bank of La Crosse, La Crosse, Wisconsin -- to become a member of the 

Federal Reserve System.

- Approved, April 20, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, April 24, 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) Ipswich Bancshares, Inc., Ipswich, Massachusetts - application

to become a bank holding company through the acquisition of

100% of Ipswich Savings Bank, Ipswich, Massachusetts

Newspaper - 5/17/1999

Fed. Reg. - 5/24/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, April 24, 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

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

Type Application

25A Citibank Overseas Investment Corporation, New Castle,

Delaware, to acquire certain assets from an organization that is

not an affiliate or joint venture.

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 24, 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

Inv. MBNA Corporation, Wilmington, DE, to invest an additional

$125 million in the common stock of MBNA Internatinoal Bank

Limited, its wholly owned United Kingdom banking subsidiary

(MBNA International).
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, April 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c)

Branch

Received application from Community First Bank and Trust

Company, Celina, OH on 04/19/1999 to merge with Union Trust

Bank, Union City, IN and incident thereto establish branches.

05/14/1999

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

Type Application

Ending date of

comment period

4(c)(8) Received notification from Fifth Third Bancorp, Cincinnati, OH on

04/19/1999 to acquire Emerald Financial Corp., and its whollyowned subsidiary, Strongsville Savings Bank, both of Strongsville,

OH.*

Fed Reg – 05/20/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

revised in May 1995.

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

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

facilities.

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

The federal bank regulators use the following four 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 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch FNB Southeast, Reidsville, North Carolina, to establish a

branch at 4638 Hicone Road, Greensboro, North Carolina.*

Newspaper – 05/06/1999

Branch FNB Southeast, Reidsville, North Carolina, to establish a

branch at 3202 Randleman Road, Greensboro, North Carolina.*

Newspaper – 05/06/1999

Branch Virginia Commerce Bank, Arlington, Virginia, to establish a

branch at 506 King Street, Alexandria, Virginia.*

Newspaper – 05/07/1999

Branch Resource Bank, Virginia Beach, Virginia, to establish a branch

at 501 Independence Parkway, Suite 105, Chesapeake,

Virginia.*

Newspaper – 05/07/1999

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(5) City Holding Company, Charleston, West Virginia, to merge

with Frontier Bancorp, Redondo Beach, California.*

Fed Reg - N/Avail

Newspaper – N/Avail

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

Mason-Dixon Bancshares, Inc., Westminster, Maryland.*

Fed Reg – N/Avail

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) BB&T Corporation, Winston-Salem, North Carolina, to engage

in providing credit related insurance through Bay Insurance,

LLC, Baltimore, Maryland; and to also engage in consumer

finance activities through Rose Shanis Financial Services,

LLC, Baltimore, Maryland.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) RHBT Financial Corporation, Rock Hill, South Carolina, to

become a bank holding company through the acquisition of

100% of the voting shares of Rock Hill Bank & Trust, Rock

Hill, South 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

976226 The Fauquier Bank

10 Courthouse Square

Warrenton, Virginia 20186-2800

02/08/1999 04/24/1999 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, April 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Equitable Bank, Ft. Lauderdale, Florida, to establish a branch

located at 5420 University Drive, Coral Springs, Florida, to be

known as the North Springs Banking Center.

04/28/1999*

18(c) Republic Security Bank, West Palm Beach, Florida, to acquire

certain assets and assume certain liabilities of nine branch

offices of First National Bank of Central Florida, Longwood,

Florida. The branches are at the following locations: Northdale

Branch, located at 15692 N. Dale Mabry, Tampa, Florida; North

Pointe Branch, located at 13508 N. Florida Avenue, Suite A,

Tampa, Florida; Hillsborough Branch, located at 2333 W.

Hillsborough Avenue, Tampa, Florida; Town & Country

Branch, located at 7095 W. Waters Avenue, Tampa, Florida;

West Village Branch, located at 5320 Erlich Road, Tampa,

Florida; Hyde Park Branch, located at 2100 W. Swann Avenue,

Tampa, Florida; Field of Dreams Branch, located at 7131 N.

U.S. Highway 441, Ocala, Florida; Zephyrhills Branch, located

at 7325 Gall Boulevard, Zephyrhills, Florida; and Temple

Terrace Branch, located at 8837 56th Street, Temple Terrace,

Florida.

05/21/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC BOE Bancshares, Inc., Edison, Georgia, prior notification filed

by Charlotte L. Collins; D. Conner Collins; Benjamin A.

Dismukes; Cornelia L. Savage; Carla T. Toal; Robert D. Toal;

Laurie H. Turner; Robert Turner; and Michelle B. Turner, to

collectively acquire 2.23 percent of the outstanding shares of

BOE Bancshares, Inc., Edison, Georgia. Total ownership will

equal 18.90 percent.

Fed Reg – 05/14/1999*
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Banco Espirito Santo e Comercial de Lisboa, S.A., Lisbon,

Republic of Portugal; E.S. Control Holding S.A., Luxembourg;

Espirito Santo Financial Group S.A., Luxembourg; E.S.

International Holding S.A., Luxembourg; Espirito Santo

Financial (Portugal) Sociedade Gestora de Participacoes Sociais,

S.A., Lisbon, Republic of Portugal; Bespar Sociedade Gestora

de Participacoes Sociais, S.A., Lisbon, Republic of Portugal; to

become bank holding companies through the acquisition of

Espirito Santo Bank, Miami, Florida.

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

4(c)(8) Community Trust Financial Services Corporation, Hiram,

Georgia, to acquire five offices of Drummond Association, Inc.,

Cartersville, Georgia, and thereby engage in consumer finance

business, credit insurance, and tax planning and preparation

services.

COM Southern Bancorp, Inc., Marietta, Georgia, commitment waiver

request.

4(c)(8) South Georgia Bank Holding Company, Omega, Georgia, to

acquire SGBC Financial Services, Inc., Omega, Georgia, and

thereby engage in selling mutual funds, annuities, and insurance

products for individuals and small businesses.

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, through its whollyowned subsidiary, SunTrust Community Development

Corporation, to acquire Regency Constructors, Inc., and

Regency Development Associates, Inc., both of Raleigh, North

Carolina, and thereby 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.

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 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branches Old Kent Bank

Grand Rapids, Michigan

 44777 Mound Rd.

 Sterling Heights, Michigan

 M-21

 Lowell, Michigan

 2900 Thornhills Drive, S.E.

 Grand Rapids, Michigan

Newspaper – 4/9/1999

18(c) &

 Branches

Pullman Bank and Trust Company

Chicago, Illinois

 Regency Savings Bank, F.S.B.

 Naperville, Illinois

 and thereby to establish branches at

 1350 E. Sibley Blvd.

 Dolton, Illinois

 2600 Sauk Trail

 Sauk Village, Illinois

 3501 E. 106th Street

 Chicago, Illinois

 17150 S. Torrence Avenue

 Lansing, Illinois

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(3) Decatur Corporation*

Leon, Iowa

 Spectrum Bancorporation, Inc.

 Omaha, Nebraska

 Rushmore Financial Services, Inc.

 Omaha, Nebraska

 Rushmore Bank & Trust Company

 Rapid City, South Dakota

 F&M Bank

 Watertown, South Dakota

Fed Reg – 5/3/1999

Newspaper – 5/9/1999
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 – 5/10/1999

3(a)(3) Independent Bank Corporation*

Ionia, Michigan

 New MSB Bank

 Bay City, Michigan

Fed Reg – 5/13/1999

Newspaper – N/Avail

CIC Greater Chicago Financial Corp.

Chicago, Illinois

 By Edward S. Salomon and Salvatore T. Scambietterra,

 a/k/a Sam Scott

Fed Reg – N/Avail

Newspaper – 3/26/1999

4(c)(8) Old Kent Financial Corporation

Grand Rapids, Michigan

 CFSB Bancorp, Inc.

 Lansing, Michigan

 Community First Bank

 Lansing, Michigan

 Capital Consolidated Financial Corporation

 Lansing, Michigan

 Community First Mortgage Company

 Lansing, Michigan

Fed Reg – 5/21/1999

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

S/R Greater Chicago Financial Corp.

Chicago, Illinoins

 To redeem 187,280.41 shares of its outstanding 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

37743 Calumet County Bank

103 N. Main Street

Brillion, Wisconsin 54110

(920) 756-2181

11/30/1998 4/20/1999 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 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Notice by MidSouth Bank, Jonesboro, Arkansas, to establish a

branch at 4818 E. Highland Drive, Jonesboro, Arkansas.*

4/30/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(5) Notice by Simmons First National Corporation, Pine Bluff,

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

(previously reported during the week ending April 17, 1999).*

Newspaper – 5/15/1999

Fed Reg – 5/17/1999

CIC Notice involving Raymond Bancorp, Inc., Raymond, Illinois, by

Larry D. Wernsing, Raymond, Illinois.

Newspaper – 5/11/1999

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

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

Type Application

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 (previously acknowledged

in Section III of this report during the week ending April 17,

1999).

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 REVISED

Pinnacle Bank

Little Rock, Arkansas

1/4/1999 4/21/1999 NI S

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 24, 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.*

05/08/1999

Branch Big Sky Western Bank, Big Sky, Montana, proposes to establish

a branch in Bozeman, Montana*

04/30/1999

* - 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)(3) First Interstate BancSystem, Inc., Billings, Montana, for prior

approval to acquire 100% of the voting shares of Security State

Bank Shares, Polson, Montana.*

Fed Reg - 05/24/1999

3(a)(1) Commercial Bancshares, Inc., Minnetonka, Minnesota, proposes

to become a bank holding company through the acquisition of

100% of the voting shares of First Commerce Bank,

Bloomington, Minnesota, a de novo bank.*

Fed Reg - 05/14/1999

* - 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

MBR First Commerce Bank, Bloomington, Minnesota, a de novo

bank, proposes to become a 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

659855 First Interstate Bank

Billings, Montana

11/30/1998 04/19/1999 O X

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 24, 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 First American Bank, Stonewall, Oklahoma, for membership in

the Federal Reserve System.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

456755 Exchange Bank & Trust Company

Perry, Oklahoma

01/25/1999 04/22/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, April 24, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch United Central Bank, Garland, TX, to establish a branch at 710

West Parker Road, Plano, TX, 75075*

Newspaper – 05/03/1999

*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

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

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

(Previously reported the week ending April 17, 1999)

Fed Reg – 04/21/1999

Newspaper – 05/03/1999

*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

3(a)(1) A. B. Bancshares, Inc., Houston, TX, to acquire A. B.

Bancshares of Delaware, Inc., Wilmington, DE, and American

Bank, Houston, TX

3(a)(1) A. B. Bancshares of Delaware, Inc., Wilmington, DE, to acquire

American Bank, Houston, TX
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 24, 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) Bank On It, Inc., Stockton, California, to become a bank holding

company by acquiring Community Bank of San Joaquin

(Proposed), Stockton, California. *

Newspaper – 05/11/1999

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

Waiver Banque Nationale de Paris, Paris, France, and BancWest

Corporation, Honolulu, Hawaii, requests a waiver of any Bank

Holding Company Act application requirement in connection

with its proposed acquisition of SierraWest Bancorp and its

subsidiary, SierraWest Bank, Truckee, California, and the

subsequent merger of SierraWest Bank with and into Bank of

the West, San Francisco, California.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(5)(C) Community Bancorp, Inc., to become a bank holding company

by acquiring Fallbrook National Bank, both of Fallbrook,

California.

S/R Santa Lucia Bank, Atascadero, California, to repurchase up to

ten percent of its outstanding common stock.

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

36063 Bank of Commerce

9918 Hibert Street

San Diego, CA 92196-0489

(619) 536-4505

11/02/1998 04/23/1999 S X

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not

intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility

for errors or omissions.

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None