Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 35

Week Ending August 29, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions August 23, 1998 to August 29, 1998

Bank Holding Companies

BankBoston Corporation, Boston, Massachusetts -- to acquire the operating 

business of the Robertson Stephens Division of BancAmerica Robertson Stephens, 

San Francisco, California, and engage in underwriting and dealing in, to a limited 

extent, certain types of debt and equity securities and certain other nonbanking 

activities.

- Approved, August 24, 1998 

Buena Vista Bancorp, Inc., Chester, Illinois -- request for reconsideration of the 

Federal Reserve Bank of St. Louis's approval of the application to acquire Bank of 

Evansville, Evansville, Illinois.

- Denied, August 21, 1998 (AC)

Pioneer Bancshares, Inc., Chattanooga, Tennessee -- request for review of the 

Federal Reserve Bank of Atlanta's approval of the application to acquire Pioneer 

Bank, FSB.

- Denied, June 9, 1998 (AC)

Regulations And Policies

Regulation K -- joint interim rule and request for comment on a proposal to expand 

the examination frequency cycle for certain U.S. branches and agencies of foreign 

banks (Docket No. R-1012).

- Approved, April 27, 1998 (AC)

Regulations H and Y -- final rule to amend the risk-based capital standards for 

banks, bank holding companies, and thrift institutions (Docket No. R-0982).

- Approved, June 26, 1998 (AC)

(AC) = Addition or Correction Board - Page 1 of 1
August 23, 1998 to August 29, 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 a branch at 5950 Beneva 

Road, Sarasota, Florida.

- Approved, August 28, 1998 

Secretary

BancFirst, Oklahoma City, Oklahoma -- to establish a branch at 1620 SW 89th Street.

- Approved, August 28, 1998 

Kansas City

Bank of Isle of Wight, Smithfield, Virginia -- to establish a branch at 4000 George 

Washington Memorial Highway, Yorktown, Virginia.

- Approved, August 28, 1998 

Richmond

Citizens Banking Company, Sandusky, Ohio -- to establish a branch at 408 East 

Cleveland Street, Huron, Ohio.

- Approved, August 24, 1998 

Cleveland

European American Bank, New York, New York -- to establish a branch at 455 

Albany Avenue, North Amityville, New York.

- Approved, August 24, 1998 

New York

Heritage Bank, Lafayette, Colorado -- to establish a branch at 1715 Wazee Street, 

Denver, Colorado.

- Approved, August 27, 1998 

Kansas City

Home Valley Bank, Cave Junction, Oregon -- to establish a branch at 110 S.W. 4th 

Street, Grants Pass, Oregon.

- Approved, August 28, 1998 

San Francisco

(AC) = Addition or Correction Delegated - Page 1 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Bank Branches, Domestic

Libertyville Bank & Trust Company, Libertyville, Illinois -- to establish a branch at 

1167 S. Milwaukee Avenue.

- Approved, August 27, 1998 

Chicago

Northern Trust Company, Chicago, Illinois -- to establish a branch at 2812 W. 

Fullerton Avenue.

- Approved, August 28, 1998 

Chicago

Summit Bank, Bethlehem, Pennsylvania -- to establish branches at Genuardi's Family 

Markets, 2850 Audubon Village Drive, Audubon, Pennsylvania, and Country Square 

Shopping Center, 1045 Bustleton Pike, Feasterville, Pennsylvania.

- Approved, August 28, 1998 

Philadelphia

Summit Bank, Hackensack, New Jersey -- to establish branches at Pathmark 

Supermarket, 211 Elmora Avenue, Elizabeth, New Jersey, and 1157 Route 46, 

Parsippany, New Jersey.

- Approved, August 26, 1998 

New York

Bank Holding Companies

Alabama National Bancorporation, Birmingham, Alabama -- to merge with 

Community Financial Corporation, Mableton, Georgia, and acquire Georgia State 

Bank.

- Approved, August 27, 1998 

Atlanta

Capitol Bancorp Ltd., Lansing, Michigan -- to acquire shares of Detroit Commerce 

Bank, Detroit, Michigan.

- Approved, August 28, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Bank Holding Companies

Capitol Bancorp Ltd., Lansing, Michigan, and Sun Community Bancorp Limited, 

Phoenix, Arizona -- to acquire shares of Mesa Bank, Mesa, Arizona.

- Approved, August 28, 1998 

Chicago

Citizens Bancshares, Inc., Edmond, Oklahoma -- to acquire Citizens Bank of 

Edmond.

- Approved, August 27, 1998 

Kansas City

Cowlitz Bancorporation, Longview, Washington -- to acquire Pacific Business 

Finance Corporation, Bellevue, Washington, and engage in permissible nonbanking 

activities.

- Approved, August 24, 1998 

San Francisco

First American Corporation, Nashville, Tennessee -- to merge with Pioneer 

Bancshares, Inc., Chattanooga, and to acquire Pioneer Bank, Chattanooga; Valley 

Bank, Sweetwater; and Pioneer Bank, F.S.B., East Ridge, all in Tennessee, and 

engage in the operation of a savings association.

- Approved, August 27, 1998 

Secretary

First Charter Corporation, Concord, North Carolina -- to acquire HFNC Financial 

Corp., Charlotte, North Carolina.

- Approved, August 27, 1998 

Richmond

First Union Corporation, Charlotte, North Carolina -- to increase its investment in 

United Bancshares, Inc., Philadelphia, Pennsylvania.

- Approved, August 26, 1998 

Richmond

Killbuck Bancshares, Inc., Killbuck, Ohio -- to acquire The Commercial and Savings 

Bank, Danville, Ohio.

- Approved, August 27, 1998 

Cleveland

(AC) = Addition or Correction Delegated - Page 3 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Bank Holding Companies

Mercantile Bankshares Corporation, Baltimore, Maryland -- waiver of application in 

connection with proposed merger with The Marine BanCorp, Inc., Chincoteague, 

Virginia.

- Granted, August 28, 1998 

Richmond

Merchants Holding Company, Winona, Minnesota -- to acquire Primo Financial 

Services, Inc., Hastings, Minnesota.

- Approved, August 26, 1998 

Minneapolis

SouthTrust Corporation, Montgomery, Alabama, and SouthTrust of Alabama, Inc. -- 

determination that an application is not required to acquire Georgia National 

Bancorp, Inc., Athens, Georgia.

- Granted, August 21, 1998 (AC)

Secretary

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

Lokken, Chesnut & Cape, La Crosse, Wisconsin, and engage in financial and 

investment advisory activities.

- Permitted, August 28, 1998 

Chicago

Union Planters Corporation, Memphis Tennessee -- to acquire shares of Funds 

Xpress, Inc., Austin, Texas, and provide data processing and data transmission 

services to financial institutions offering banking and financial services over the 

Internet.

- Permitted, August 26, 1998 

St. Louis

Vail Banks, Inc., Vail, Colorado -- to acquire and merge with Telluride Bancorp, 

Ltd., Montrose, Colorado.

- Approved, August 27, 1998 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Bank Holding Companies

Warren Bancorp, Inc., Birmingham, Michigan -- to acquire Warren Bank, Warren, 

Michigan.

- Approved, August 25, 1998 

Chicago

Wintrust Financial Corporation, Lake Forest, Illinois -- notice to engage in trust 

company activities through Wintrust Asset Management Company, National 

Association.

- Permitted, August 28, 1998 

Chicago

Bank Mergers

Killbuck Savings Bank, Killbuck, Ohio -- to merge with The Commercial and 

Savings Bank, Danville, Ohio, and establish a branch.

- Approved, August 27, 1998 

Cleveland

Banks, Nonmember, And Miscellaneous Institutions

South Alabama Trust Company, Inc., Mobile, Alabama -- transfer agent registration.

- Approved, August 24, 1998 

Director, BS&R

Banks, State Member

Fifth Third Bank of Southern Ohio, Hillsboro, Ohio -- to acquire four offices of Banc 

One, N.A., Columbus, Ohio, located in Portsmouth, Wheelersburg, and Lucasville, 

Ohio, and to establish branches.

- Approved, August 27, 1998 

Cleveland

Lindell Bank & Trust Company, St. Louis, Missouri -- to acquire, through merger, 

Duchesne Bank, St. Peters, Missouri, and to retain its branches located at 5500 

Mexico Road, St. Peters, and 3201 North Highway 94, St. Charles, Missouri.

- Approved, August 24, 1998 

St. Louis

(AC) = Addition or Correction Delegated - Page 5 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Change In Bank Control

Catahoula Holding Company, Jonesville, Louisiana -- change in bank control.

- Permitted, August 27, 1998 

Dallas

Dinsdale Brothers, Inc., Central City, Nebraska -- change in bank control.

- Permitted, August 27, 1998 

Kansas City

F and O, Inc., Montgomery, Minnesota -- change in bank control.

- Permitted, August 27, 1998 

Minneapolis

First Community Financial Corporation, Mifflintown, Pennsylvania -- change in bank 

control.

- Permitted, August 28, 1998 

Philadelphia

Competitive Factors Reports

Associated Bank Illinois, National Association, Rockford, Illinois -- report on 

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

liabilities of the 61 Illinois branches of First Financial Bank, F.S.B., Stevens Point, 

Wisconsin.

- Submitted, August 28, 1998 

Chicago

BancorpSouth Bank, Tupelo, Mississippi -- report on competitive factors of the 

proposed merger with Highland Bank, Birmingham, Alabama, and First Community 

Bank of the South, Fort Deposit, Alabama.

- Submitted, August 26, 1998 

St. Louis

Bank of the Ozarks WCA, Ozark, Arkansas -- report on competitive factors of the 

proposed merger with Bank of the Ozarks, FSB, Little Rock, Arkansas, and Heritage 

Banc Holding, Inc.

- Submitted, August 27, 1998 

St. Louis

(AC) = Addition or Correction Delegated - Page 6 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Competitive Factors Reports

Brainerd National Bank, Baxter, Minnesota -- report on competitive factors of the 

proposed merger with Nisswa State Bank, Nisswa, Minnesota.

- Submitted, August 27, 1998 

Minneapolis

Citizens Bank of Kansas, N.A., Kingman, Kansas -- report on competitive factors of 

the proposed merger with The State Bank, Pretty Prairie, Kansas.

- Submitted, August 27, 1998 

Kansas City

Commercial Bank, N.A., Nacogdoches, Texas -- report on competitive factors of the 

proposed acquisition of four branches of Surety Bank, N.A., Hurst, Texas.

- Submitted, August 26, 1998 

Dallas

Community First National Bank, Salt Lake City, Utah -- report on competitive 

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

four Utah branches of Community First National Bank, Phoenix, Arizona.

- Submitted, August 25, 1998 

San Francisco

First American National Bank, Nashville, Tennessee -- report on competitive factors 

of the proposed merger with Pioneer Bank, Chattanooga, Tennessee, and Valley 

Bank, Sweetwater, Tennessee.

- Submitted, August 27, 1998 

Secretary

First Central Bank, Warrensburg, Missouri -- report on competitive factors of the 

proposed merger with First State Bank of Higginsville/Odessa, Higginsville, Missouri.

- Submitted, August 28, 1998 

St. Louis

First Federal Savings & Loan, Independence, Kansas -- report on competitive factors 

of the proposed merger with Neodesha Savings & Loan, FSA, Neodesha, Kansas.

- Submitted, August 27, 1998 

Kansas City

(AC) = Addition or Correction Delegated - Page 7 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Competitive Factors Reports

First Massachusetts Bank, National Association, Worcester, Massachusetts -- report 

on competitive factors of the proposed acquisition of 11 Berkshire County, 

Massachusetts, offices of BankBoston, National Association, Boston, Massachusetts.

- Submitted, August 26, 1998 

Boston

First National Bank of Port Orchard, Tacoma, Washington -- report on competitive 

factors of the proposed merger with Pacific Northwest Bank, Seattle, Washington.

- Submitted, August 25, 1998 

San Francisco

First State Bank of Southern California, Santa Fe Springs, California -- report on 

competitive factors of the proposed merger with Popular Merger Corp., Commerce, 

California.

- Submitted, August 27, 1998 

San Francisco

Marfa National Bank, Marfa, Texas -- report on competitive factors of the proposed 

merger with New Marfa Bank.

- Submitted, August 26, 1998 

Dallas

Mercantile Bank of St. Louis National Association, St. Louis, Missouri -- report on 

competitive factors of the proposed merger with Mercantile Bank National 

Association, Hartford, Illinois.

- Submitted, August 27, 1998 

Secretary

Old National Bank in Evansville, Evansville, Indiana -- report on competitive factors 

of the proposed merger with ONB Bloomington, FSB, Bloomington, Indiana.

- Submitted, August 26, 1998 

St. Louis

South Valley National Bank, Morgan Hill, California -- report on competitive factors 

of the proposed merger with First National Bank of Central California, Monterey, 

California.

- Submitted, August 26, 1998 

San Francisco

(AC) = Addition or Correction Delegated - Page 8 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Competitive Factors Reports

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

the proposed merger with Magna Bank, N.A., St. Louis, Missouri.

- Submitted, August 27, 1998 

St. Louis

United National Bank, Bridgewater, New Jersey -- report on competitive factors of 

the proposed merger with State Bank of South Orange, South Orange, New Jersey.

- Submitted, August 26, 1998 

New York

Extensions Of Time

A.B. Bancshares of Delaware, Wilmington, Delaware -- extension to October 28, 

1998, to acquire American Bank, Houston, Texas.

- Granted, August 26, 1998 

Dallas

A.B. Bancshares, Inc., Houston, Texas -- extension to October 28, 1998, to acquire 

A.B. Bancshares of Delaware, Wilmington, Delaware, and American Bank, Houston, 

Texas.

- Granted, August 26, 1998 

Dallas

Banc One International Corporation, Dallas, Texas -- extension to August 24, 1999, 

to establish 19 branches.

- Granted, August 25, 1998 

Cleveland

Citizens Financial Corporation, Chicago, Illinois -- extension to November 27, 1998, 

to acquire Citizens Bank & Trust Company of Chicago.

- Granted, August 27, 1998 

Chicago

First American Bank, Carpentersville, Illinois -- extension to August 14, 1999, to 

establish a branch at northeast corner of intersection of Roosevelt Road (Route 38) 

and Bakerhill Road, Glen Ellyn, Illinois.

- Granted, August 27, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 9 of 10
H.2 Actions under delegated authority August 23, 1998 to August 29, 1998

Extensions Of Time

First Interstate Bank, Billings, Montana -- extension to September 8, 1999, to 

establish a branch in Helena, Montana.

- Granted, August 26, 1998 

Minneapolis

New Canadian State Bank, Oklahoma City, Oklahoma -- extension to September 30, 

1998, to become a member of the Federal Reserve System; and related application by 

New Canadian State Bank to merge with Canadian State Bank, Yukon, Oklahoma.

- Granted, August 28, 1998 

Kansas City

U.S. Bancorp, Minneapolis, Minnesota -- extension to divest certain property.

- Granted, August 24, 1998 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 10 of 10
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, August 29, 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, August 29, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Banco Popular de Puerto Rico, Hato Rey, Puerto Rico, to establish

branches at the following locations: (i) 120 Broadway, New York,

New York; and (ii) 150 Hugenot Street, New Rochelle, New York.

09/28/1998*

FBSEA National Westminister Bank, PLC, London, England, to establish

an additional branch in New York, New York.

09/12/1998

* 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

3(a)(1) CommerzBank AG, Frankfurt am Main, Federal Republic of

Germany, to acquire 32.39 percent of the voting stock of Korea

Exchange Bank, Seoul, Korea, and thereby indirectly control

California Korea Bank, Los Angeles, California.

09/30/1998

3(a)(5) Cortland First Financial Corporation, Cortland, New York, to

merge with Oneida Valley Bancshares, Inc., Oneida, New York,

and thereby indirectly acquire Oneida Valley National Bank,

Oneida, New York.

N/Avail

3(a)(1) Oneida Financial, MHC, and Oneida Financial Corp., both of

Oneida, New York, to become bank holding companies with

respect to The Oneida Savings Bank, Oneida, New York.

09/17/1998

3(a)(1) Greene County Bancorp, MHC, and Greene County Bancorp, both

of Catskill, New York, to become bank holding companies with

respect to Greene County Savings Bank, Catskill, New York.

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

revised in May 1995.

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

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

facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, August 29, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Berks County Bank, Reading, PA, to establish a branch office on

the existing property located at 3900 Hamilton Center, 3900

Hamilton Boulevard, Township of South Whitehall, County of

Lehigh, PA.

09/16/1998

Branch Wilmington Trust of Pennsylvania, West Chester, PA, to establish

a branch office 787 East Lancaster Avenue, Villanova, Delaware

County, PA.

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

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, August 29, 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

Regulation K Received notice from Mellon Bank Corporation, Pittsburgh, PA on

08/27/1998, of its intent to acquire Newton Management Limited,

United Kingdom, through its subsidiary, Neptune LLC, Pittsburgh,

PA.
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

344816 Citizens Deposit Bank & Trust

400 Second Street

Vanceburg, KY 41179

06/15/98 09/04/98 S X

Section VI – CRA examinations scheduled for Fourth Quarter of 1998

Institution Location

The Citizens Banking Co. 100 East Water Street, Sandusky, OH 44870-2514

The Huntington State Bank 4 West Main Street, Alexandria, OH 43001

Apollo Trust Co. 201 North Warren Avenue, Apollo, PA 15613

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

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

planned examination or conduct an unforeseen examination because of scheduling difficulties or other circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, August 29, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First Virginia Bank – Colonial, Richmond, Virginia, to establish a

branch at 6127 Mechanicsville Turnpike, Mechanicsville,

Virginia.*

9/5/1998

Branch First Virginia Bank – Colonial, Richmond, Virginia, to establish a

branch at 1 Richard E. Byrd Terminal Drive, Richmond, Virginia.*

9/15/1998

Branch The Bank of Tidewater, Virginia Beach, Virginia, to establish a

branch at 6330 Newtown Road, Norfolk, Virginia.*

9/18/1998

*Subject to provisision of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

revised in May 1995.

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

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

facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

544876 Guaranty Bank

1658 State Farm Boulevard

Charlottesville, Virginia 22911

7/13/1998 8/26/1998 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, August 29, 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) Compass Bancshares, Inc., Birmingham, Alabama, to acquire

Arizona Bank, Tucson, Arizona.

Fed Reg – 09/14/1998*

3(a)(3) Appalachian Bancshares, Inc., Ellijay, Georgia, to acquire First

National Bank of Union County, Blairsville, Georgia.

Fed Reg – 09/25/1998*

3(a)(3) SunTrust Banks, Inc., Atlanta, Georgia, to acquire Crestar

Financial Corporation, Richmond, Virginia (Crestar). In addition,

SunTrust is filing to acquire 19.9 percent of Crestar pursuant to an

option agreement.

Fed Reg – 09/28/1998*

*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

4(c)(8) SouthTrust Corporation, Birmingham, Alabama, through its

subsidiary, SouthTrust Securities, Inc., Birmingham, Alabama, to

engage de novo in underwriting and dealing, to a limited extent,

certain private ownership industrial development revenue bonds

and certain unrated municipal revenue bonds.

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

Type Application

Ending date of

comment period

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, to acquire 100 percent of

Crestar Securities Corporation, Richmond, Virginia, and thereby

engage in extending credit, servicing loans; leasing personal or real

property; financial and investment advisory activities; agency

transactional services for customer investments; investment

transactions as principal; insurance agency activities conducted on

May 1, 1982; and insurance agency activities conducted before

1971.

 09/28/1998

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, to acquire 100 percent of

Crestar Insurance Agency, Inc., Richmond, Virginia, and thereby

engage in insurance agency activities conducted on May 1, 1982 and

insurance agency activities conducted before 1971.

 09/28/1998

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, to acquire 100 percent of

Crestar Community Development Corporation, Richmond,

Virginia, and thereby engage in community development activities.

 09/28/1998

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, to acquire 5.69 percent of

Honor Technologies, Inc., Maitland, Florida, and thereby engage in

data processing activities and management consulting and counseling

activities.

 09/28/1998

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

Type Application

COM First Bankshares, Inc., Longwood, Florida, commitment waiver

request.

COM AmTrade International Bank of Georgia, Atlanta, Georgia,

commitment waiver request.
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, August 29, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Comerica Bank

Detroit, Michigan

 106 Redfield Plaza

 Marshall, Michigan

Newspaper – 08/31/1998

Branch Comerica Bank

Detroit, Michigan

 1603 Capital N.E.

 Battle Creek, Michigan

Newspaper – 08/31/1998

Branch Michigan Heritage Bank

Novi, Michigan

 1917 East Big Beaver Road

 Troy, Michigan

Newspaper – 09/05/1998

Branch Michigan Heritage Bank

Novi, Michigan

 28270 Orchard Lake Road

 Farmington Hills, Michigan

Newspaper – 09/09/1998

18(c) &

 Branches

Mercantile Bank Midwest

Des Moines, Iowa

 First National Bank Iowa

 Iowa City, Iowa

 and thereby to establish 9 branches

Newspaper – N/Avail

Newspaper - Newspaper Comment Period Ending Date

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

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

3(a)(3) Baylake Corp.

Sturgeon Bay, Wisconsin

 Evergreen Bank, National Association

 Poy Sippi, Wisconsin

Fed Reg – 09/10/1998

Fed Reg - Federal Register Comment Period Ending Date

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

366247 Templeton Savings Bank

103 S. Main

P.O. Box 98

Templeton, Iowa 51463

(319) 682-7121

05/28/1998 08/28/1998 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, August 29, 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) *Companion notice by Union Planters Corporation, Memphis,

Tennessee, to indirectly acquire LaPlace Bancshares, Inc., LaPlace,

Louisiana (previously submitted during the week ending August

22, 1998).

Newspaper – 9/18/1998

Fed Reg – 9/21/1998

3(a)(5) *Companion notice by Union Planters Holding Corporation,

Memphis, Tennessee, a wholly owned subsidiary of Union Planters

Corporation, Memphis, Tennessee, to acquire LaPlace Bancshares,

Inc., LaPlace, Louisiana (previously submitted during the week

ending August 22, 1998).

Newspaper – 9/18/1998

Fed Reg – 9/21/1998

CIC Notice involving Monticello Bancshares, Inc., Monticello,

Kentucky, by the Mack Roberts, M.D., and Alma D. Roberts

Family Limited Partnership, Monticello, Kentucky.

Newspaper – 9/21/1998

Fed Reg – 9/17/1998

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

Arkansas, to acquire American Bancshares of Arkansas, Inc.,

Charleston, Arkansas.

Newspaper – 9/25/1998

Fed Reg – 9/28/1998

3(a)(5) *Notice by National City Bancshares, Inc., Evansville, Indiana, to

acquire Progressive Bancshares, Inc., Lexington, Kentucky.

Newspaper – 9/30/1998

Fed Reg – 9/28/1998

3(a)(5) * Notice by National City Bancshares, Inc., Evansville, Indiana, to

acquire Commonwealth Commercial Corp., Crittenden, Kentucky.

Newspaper – 9/12/1998

Fed Reg – 9/11/1998

* 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

459046 Simmons First Bank of Russellville

Russellville, Arkansas

5/4/1998 8/28/1998 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, August 29, 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) Provincial Corp., Lakeville, Minnesota, for prior approval to

become a bank holding company through the acquisition of at least

85% of the voting shares of Provincial Bank, Lakeville,

Minnesota. *

09/25/1998

(Fed Reg)

* 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) Franklin Bancorp, Inc., Minneapolis, Minnesota to engage de novo

in lending activities.

09/14/1998

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

Type Application

S/R Watford City Bancshares, Inc., Watford City, North Dakota, to

redeem 18.9% of its voting common stock, 23.0% of its nonvoting

common stock, and 100% of its preferred 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

390859 M&I Community State Bank

Eau Claire, Wisconsin

05/11/1998 08/28/1998 S 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, August 29, 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) First Beemer Corporation, Beemer, Nebraska, for prior approval to

acquire an additional 77.9 percent, for a pro forma total of 80.8

percent, of the voting shares of Citizens Bank, Bancroft, Nebraska.

Newspaper – N/Avail

Fed Reg – 09/25/1998

3(a)(3)/3(a)(5) Commerce Bancshares, Inc., and its wholly owned subsidiary CBIKansas, Inc., both of Kansas City, Missouri, to acquire and merge

with Fidelity Bankshares, Inc., Garden City, Kansas; and thereby

indirectly acquire Fidelity State Bank, Garden City, Kansas, and

Heritage Bank of Olathe, Olathe, Kansas.

Newspaper – 09/16/1998

Fed Reg – 09/14/1998

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

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, August 29, 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) First Gilmer Bankshares, Inc., Gilmer, TX, and

First Gilmer Delaware Holdings, Ltd., Wilmington, DE,

to acquire Security State Bank, Ore City, TX*

(Previously reported the week ending August 22, 1998)

Fed Reg – 09/21/1998

Newspaper – 09/19/1998

3(a)(3) First Pecos Bancshares, Inc., Midland, TX, to acquire

First Alpine, Inc., Alpine, TX,

Alpine Delaware Financial Corporation, Dover, DE, and

First National Bank in Alpine, Alpine, TX*

(Previously reported the week ending August 22, 1998)

Fed Reg – 08/03/1998

Newspaper – 09/12/1998

3(a)(3) Texas Financial Bancorporation, Minneapolis, MN, and

Delaware Financial, Inc., Wilmington, DE, to acquire

Walburg State Bank, Georgetown, TX*

Fed Reg – 09/25/1998

Newspaper – N/Avail

3(a)(1) Grandview Bancshares, Inc., Grandview, TX, and

Grandview Delaware Financial, Inc., Dover, DE, to acquire

First State Bank, Grandview, TX*

Fed Reg – 09/25/1998

Newspaper – N/Avail

3(a)(1) Grandview Delaware Financial, Inc., Dover, DE, to acquire

First State Bank, Grandview, TX*

Fed Reg – 09/25/1998

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

revised in May 1995.

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

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

facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, August 29, 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

3(a)(5)(C) XEON Financial Corp., to become a bank holding company by

acquiring Nevada Banking Company, both of Stateline, Nevada.
Section V – Availability of CRA public evaluations

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

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

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

revised in May 1995.

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

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

facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None