Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 26

Week Ending June 26, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 20, 1999 to June 26, 1999

Bank Holding Companies

First Union Corporation, Charlotte, North Carolina -- proposal to provide capital to 

mutual funds it advises.

- Approved, June 24, 1999 

Fleet Financial Group, Inc., Boston, Massachusetts, and BankBoston Corporation -- 

public meeting to be held on Wednesday, July 7, 1999, at 9:00 a.m. EDT, at the 

Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston.

- Approved, June 21, 1999 

Unidanmark A/S, Copenhagen, Denmark, and Unibank A/S -- request for a 

temporary exemption under section 4(c)(9) of the Bank Holding Company Act to 

engage indirectly in certain insurance activities in the United States.

- Approved, June 23, 1999 

Regulations And Policies

Commodity Futures Trading Commission -- letter to the CFTC concerning its report 

on its exercise of margin authority.

- Approved, June 21, 1999 

Reserve Bank Operations

Reserve Bank Budgets -- objective for 2000.

- Approved, June 23, 1999 

Enforcement

Banco Popular de Puerto Rico, San Juan, Puerto Rico -- issuance of order of 

assessment of civil money penalty.

- Announced, June 21, 1999 

Bankers Trust Company, New York, New York -- public administrative hearing to 

commence on June 29, 1999, in connection with an enforcement action against 

Guillaume Henri Fonkenell.

- Announced, June 23, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
June 20, 1999 to June 26, 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 of Birmingham, Birmingham, Alabama -- to establish a branch at 41 

Hughes Road, Madison.

- Approved, June 21, 1999 

Secretary

AuburnBank, Auburn, Alabama -- to establish a branch at 409 Main Street, 

Hurtsboro.

- Approved, June 23, 1999 

Atlanta

East Penn Bank, Emmaus, Pennsylvania -- to establish a branch at 861 North Route 

100, Fogelsville, Upper Macungie Township, Lehigh County.

- Approved, June 21, 1999 

Philadelphia

The Missouri Bank, Warrenton, Missouri -- to establish a branch at 1145 West 

Pearce Boulevard, Wentzville.

- Approved, June 18, 1999 (AC)

St. Louis

Pointe Bank, Boca Raton, Florida -- to establish a branch at 5112 North Ocean 

Boulevard, Ocean Ridge.

- Approved, June 23, 1999 

Atlanta

Bank Holding Companies

Bank of Lake County, Lakeport, California -- payment of a dividend.

- Approved, June 25, 1999 

San Francisco

Commercial Bancshares, Inc., Minnetonka, Minnesota -- to acquire First Commercial 

Bank, Bloomington, a de novo bank.

- Approved, June 21, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Bank Holding Companies

Eagle Bancorp, Bethesda, Maryland, and EagleBank -- request for relief from a 

commitment.

- Granted, June 25, 1999 

Director, BS&R

Fifth Third Bancorp, Cincinnati, Ohio -- to acquire Vanguard Financial Corporation.

- Approved, June 23, 1999 

Cleveland

First State Bancorp, Inc., Randolph, Nebraska -- to become a bank holding company 

through the acquisition of First State Bank.

- Approved, June 23, 1999 

Kansas City

First State Bank of Texas, Denton, Texas -- to acquire Duncanville National Bank, 

Duncanville.

- Approved, June 24, 1999 

Dallas

J.R. Montgomery Bancorporation, Lawton, Oklahoma. -- to acquire additional 

shares of Fort Sill National Bank, Fort Sill.

- Approved, June 25, 1999 

Kansas City

Mahaska Investment Company, Oskaloosa, Iowa -- to acquire Midwest Bancshares, 

Inc., Burlington, and thereby indirectly acquire Midwest Federal Savings & Loan 

Association.

- Withdrawn, June 17, 1999 (AC)

Chicago

National Commerce Bancorporation, Memphis, Tennessee -- to acquire First 

Financial Corporation, Mount Juliet.

- Withdrawn, June 21, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Bank Holding Companies

Pacific Community Banking Group, Laguna Hills, California -- to become a bank 

holding company through the acquisition of Bank of Hemet, Riverside, and Valley 

Bank, Moreno Valley.

- Approved, June 25, 1999 

Secretary

South Central Bancshares of River City, Inc., Owensboro, Kentucky -- to become a 

bank holding company through the acquisition of South Central Bank of Daviess 

County, Inc.

- Withdrawn, June 25, 1999 

St. Louis

Texas Financial Bancorporation, Minneapolis, Minnesota, and Delaware Financial, 

Inc., Wilmington, Delaware -- to acquire Duncanville Bancshares, Inc., Duncanville, 

Texas, and Duncanville National Bank.

- Approved, June 24, 1999 

Dallas

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

Des Moines, Iowa, and Norwest Ventures, LLC -- to establish a joint venture with 

RAS Financial Company, to be known as RWF Mortgage Company and located in 

Riverside, California, and thereby engage in residential mortgage lending.

- Approved, June 11, 1999 (AC)

San Francisco

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

Des Moines, Iowa, and Norwest Ventures, LLC -- to engage through a joint venture, 

South County Mortgage, Mission Viejo, California, in residential mortgage lending.

- Approved, June 14, 1999 (AC)

San Francisco

Banks, Nonmember, And Miscellaneous Institutions

Marine Trust and Investment Company, Bolingbrook, Illinois -- transfer agent 

registration.

- Approved, June 21, 1999 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Banks, Nonmember, And Miscellaneous Institutions

Tenet Healthcare Corporation, Santa Barbara, California -- deregistration under 

Regulation U.

- Approved, June 25, 1999 

San Francisco

U.S. Foodservices Inc., Columbia, Maryland -- deregistration under Regulation U.

- Approved, June 23, 1999 

Richmond

Capital Stock

Tama State Bank, Tama, Iowa -- to reduce capital stock.

- Approved, June 24, 1999 

Chicago

Change In Bank Control

Allendale Bancorp, Inc., Allendale, Illinois -- change in bank control.

- Withdrawn, June 24, 1999 

St. Louis

Caldwell Holding Company, Columbia, Louisiana -- change in bank control.

- Permitted, June 25, 1999 

Dallas

Chatuge Bank Shares, Inc., Hiawassee, Georgia -- change in bank control.

- Permitted, June 24, 1999 

Atlanta

First Nokomis Bancorp, Inc., Nokomis, Illinois -- change in bank control.

- Permitted, June 21, 1999 

St. Louis

Raymond Bancorp, Inc., Raymond, Illinois -- change in bank control.

- Permitted, June 21, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Competitive Factors Reports

Brenton Bank, Des Moines, Iowa -- to acquire certain assets and assume certain 

liabilities of the Pella and Knoxville, Iowa, branch offices of US Bank, N.A., 

Minneapolis, Minnesota.

- Submitted, June 24, 1999 

Chicago

Cargill Bank, Putnam, Connecticut -- report on competitive factors of the proposed 

acquisition of certain assets and assumption of certain liabilities of two branch offices 

of New London Trust, FSB, New London, New Hampshire.

- Submitted, June 21, 1999 

Boston

Commerce National Bank, Austin, Texas -- report on competitive factors of the 

proposed acquisition of a branch of Lubbock National Bank, Lubbock.

- Submitted, June 25, 1999 

Dallas

Farm Bureau Bank, FSB, Sparks, Nevada -- report on competitive factors of the 

proposed assumption of certain assets of the Laredo, Texas, branch office of 

International Bank of Commerce, Laredo.

- Submitted, June 21, 1999 

San Francisco

First Bank, Lexington, Tennessee -- report on competitive factors of the proposed 

merger with First State Bank, Linden.

- Submitted, June 17, 1999 (AC)

St. Louis

First Community Bank of Vidalia, Vidalia, Georgia -- report on competitive factors 

of the proposed merger with First Liberty Bank, Macon.

- Submitted, June 23, 1999 

Atlanta

First Mutual Savings Bank, Bellevue, Washington -- report on competitive factors of 

the proposed merger with First Interim Bank.

- Submitted, June 22, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Competitive Factors Reports

The First National Bank of Hughes Springs, Hughes Springs, Texas -- report on 

competitive factors of the proposed merger with First National Bank of Jefferson, 

Jefferson.

- Submitted, June 25, 1999 

Dallas

Florence Savings Bank, Florence, Massachusetts -- report on competitive factors of 

the proposed merger with Bank of Easthampton, A Co-operative Bank, 

Easthampton.

- Submitted, June 23, 1999 

Boston

The Hemisphere National Bank, Miami, Florida -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of PanAmerican Bank.

- Submitted, June 23, 1999 

Atlanta

Hudson United Bank, Union City, New Jersey -- report on competitive factors of 

proposed acquisition of certain assets and assumption of certain liabilities of Advest 

Bank and Trust Company, Hartford, Connecticut.

- Submitted, June 22, 1999 

New York

Keystone Financial Bank, NA, Harrisburg, Pennsylvania -- report on competitive 

factors of the proposed merger with Financial Trust Services Company, Carlisle, and 

Key Trust Company, Horsham.

- Submitted, June 22, 1999 

Philadelphia

Lake Sunapee Bank, Newport, New Hampshire -- report on competitive factors of 

the proposed acquisition of certain assets and assumption of certain liabilities of three 

branch offices of New London Trust, FSB, New London.

- Submitted, June 24, 1999 

Boston

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Competitive Factors Reports

Mascoma Savings Bank, Lebanon, New Hampshire -- report on competitive factors 

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

two branch offices of New London Trust, FSB, New London.

- Submitted, June 21, 1999 

Boston

New London Trust, FSB, New London, New Hampshire -- report on competitive 

factors of the proposed merger with New Bank.

- Submitted, June 21, 1999 

Boston

South Shore Co-operative Bank, Weymouth, Massachusetts -- report on competitive 

factors of the proposed merger with East Bridgewater Co-operative Bank, East 

Bridgewater.

- Submitted, June 23, 1999 

Boston

Sun National Bank, Vineland, New Jersey -- report on competitive factors of the 

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

branches in New Jersey of First Union National Bank, Charlotte, North Carolina.

- Submitted, June 23, 1999 

Philadelphia

Extensions Of Time

Bryan Family Management Trust, Bryan, Texas, and Bryan Heritage Limited 

Partnership -- extension to September 10, 1999, to acquire The First National Bank 

of Bryan.

- Granted, June 22, 1999 

Dallas

Citizens Financial Corporation, Chicago, Illinois -- extension to August 27, 1999, to 

become a bank holding company through the acquisition of Citizens Bank & Trust 

Company of Chicago.

- Granted, June 22, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Extensions Of Time

F.N.B. Corporation, Hermitage, Pennsylvania -- extension to September 25, 1999, to 

acquire an interest in Sun Bancorp, Inc., Selinsgrove.

- Granted, June 25, 1999 

Cleveland

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

Texas -- extension to September 15, 1999, to acquire Keene Bancorp, Inc., and First 

State Bank.

- Granted, June 22, 1999 

Dallas

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

Dover, Delaware -- extension to October 23, 1999, to acquire Longview Financial 

Corporation, Longview, Texas; Longview Delaware Corporation, Dover; First State 

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

- Granted, June 25, 1999 

Dallas

Valley Independent Bank, El Centro, California -- extension to August 7, 1999, to 

establish branches at 333 City Boulevard West, Orange, and at 6120 Paseo Del 

Norte, Carlsbad.

- Approved, June 24, 1999 

San Francisco

Membership

First Commercial Bank, Bloomington, Minnesota -- membership in the Federal 

Reserve System.

- Approved, June 21, 1999 

Minneapolis

Lone Star Bank, N.A., Houston, Texas -- membership in the Federal Reserve System.

- Approved, June 22, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority June 20, 1999 to June 26, 1999

Membership

North Side Bank and Trust Company, Cincinnati, Ohio -- membership in the Federal 

Reserve System.

- Approved, June 25, 1999 

Cleveland

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, June 26, 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

18(c) HSBC Bank USA, Buffalo, New York, to merge into Republic

National Bank of New York, New York, New York (“Republic

Bank”), and to establish branches, upon Republic Bank’s

conversion from a national to a state-chartered bank. It will then

change its name to HSBC Bank USA (“New HSBC Bank”).*

Newspaper – 07/19/1999

9 New HSBC Bank USA, Buffalo, New York, to establish a

branch in the location of HSBC Bank USA’s non-U.S. branch in

Nassau, Bahamas.*

Newspaper – 07/19/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Maham Beteiligungsgesellschaft AG, Zurich, Switzerland, to

acquire 25 percent of the shares of Habib American Bank, New

York, New York.*

Newspaper – 07/13/1999

Fed Reg – N/Avail

3(a)(3) HSBC Holdings plc, London, England, HSBC Finance

Netherlands, London, England, HSBC Holding BV, Amsterdam,

Netherlands, and a to-be-formed U.S. intermediate holding

company (“USHoldCo”), to acquire all the voting shares of

Republic New York Corporation, New York, New York

(“RNYC”), and RNYC’s wholly-owned subsidiary banks,

Republic National Bank of New York, New York, New York

(“Republic Bank”) and Republic Bank of California, N.A.,

Beverly Hills, California.*

Newspaper – 07/19/1999

Fed Reg – N/Avail

3(a)(1) USHoldCo, to become a bank holding company with respect to

Republic Bank.*

Newspaper – 07/19/1999

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

Type Application

Ending date of

comment period

3(a)(5) HSBC Americas, Inc., Buffalo, New York, to merge into

RNYC, with RNYC as the surviving bank holding company that

will acquire indirect control of HSBC Bank USA, Buffalo, New

York.*

Newspaper – 07/19/1999

Fed Reg – N/Avail

3(a)(1) Rome, M.H.C. and Rome Bancorp, Inc., both of Rome, New

York, to become bank holding companies with respect to The

Rome Savings Bank, Rome, New York.*

Newspaper – N/Avail

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Westdeutsche Landesbank Girozentrale, Dusseldorf, Germany,

to acquire, through its wholly-owned subsidiary, Criterion

Investment Management, LLC, 100 percent of the assets of the

fixed-income investment management division of NicholasApplegate Capital Management, Houston, Texas, and thereby

engage in financial and investment advisory activities.

Fed Reg – 07/12/1999

4(c)(8) HSBC Holdings plc, London, England, HSBC Finance

Netherlands, London, England, HSBC Holding BV, Amsterdam,

Netherlands, and a to-be-formed U.S. holding company, to

acquire indirect control of the U.S. nonbanking subsidiaries of

Republic New York Corporation, New York, New York,

namely: (i) Republic Bank Delaware National Association,

Wilmington, Delaware, (ii) Republic New York Securities

Corporation, New York, New York, and (iii) Republic Business

Credit Corporation, New York, New York, and thereby engage

in certain nonbanking activities.

Fed Reg – N/Avail

4(c)(8) National Westminster Bank Plc, London, England, to engage de

novo in underwriting and dealing to a limited extent in all types

of debt securities through its subsidiary, Greenwich Capital

Markets, Inc., Greenwich, Connecticut.

Fed Reg – N/Avail

4(c)(8) Credit Lyonnais, Paris, France, to engage de novo, through its

subsidiary, Credit Lyonnais/PK Airfinance, in asset

management, financial and investment advisory, and data

processing activities.

Fed Reg – 07/09/1999

4(c)(8) Fuji Bank, Ltd., Tokyo, Japan, to engage in trust company

functions through Yasuda Bank and Trust Company (U.S.A.),

New York, New York.

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

Type Application

Ending date of

comment period

4(c)(8) HSBC Holdings plc, London, England, HSBC Finance

(Netherlands), London, England, and HSBC Holdings BV,

Amsterdam, Netherlands, to engage de novo, through HSBC

Asset Management Americas, Inc., New York, New York, in

providing financial and investment advisory services and agency

transactional services and acting as an investment advisor and

general partner for certain private investment fund limited

partnerships.

Fed Reg – N/Avail

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c)

Branch

18(c)

Branch

Received application on 06/23/1999 from Fifth Third Bank of

Lexington, Lexington, KY to purchase assets and assume

liabilities of eight branch facilities of Fifth Third Bank,

Kentucky, Inc., Louisville, KY and, incident thereto, establish

branch offices.*

Received application on 06/23/1999 from Fifth Third Bank,

Kentucky, Inc., Louisville, KY to acquire through merger Fifth

Third Bank of Lexington, Lexington, KY and, incident thereto,

establish branch offices.*

N/Avail

N/Avail

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

Type Application

Ending date of

comment period

CIC Received notice of change in cintrol on 06/23/1999 from

Contantine Chimples filed on behalf of members of the

Chimples Family, collectively known as the “Chimples Group”,

of their intent to retain up to 13.65 percent of the outstanding

voting shares of Commerce Exchange Corporation, Beachwood,

OH and to acquire up to 20.00 percent of the outstanding voting

shares.*

N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

Member

3(a)(1)

Received application on 06/23/1999 from Fifth Third Bank of

Lexington, Lexington, KY to become a member of the Federal

Reserve System.

Received notice on 06/23/1999 from Somerset Bancorp, Inc.,

Somerset, KY of its intent to become a bank holding company

by acquiring the outstanding voting shares of Somerset National

Bank, Somerset, KY.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch EagleBank, Bethesda, Maryland, to establish a branch at

850 Sligo Avenue, Silver Spring, Maryland.*

Newspaper – 07/30/1999

*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) BB&T Corporation, Winston-Salem, North Carolina, to

acquire Matewan Bancshares, Inc., Williamson, West

Virginia.*

Fed Reg – 07/02/1999

Newspaper – 07/12/1999

3(a)(1) Peoples Bancorp of North Carolina, Inc., Newton, North

Carolina, to become a bank holding company through the

acquisition of 100% of the voting shares of Peoples Bank,

Newton, North Carolina.*

Fed Reg – 07/15/1999

Newspaper – 07/10/1999

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

First Liberty Financial Corp., Macon, Georgia.*

Fed Reg – 07/14/1999

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wachovia Corporation, Winston-Salem, North Carolina, to

acquire OFFITBank Holdings, Inc., New York, New York..

Fed Reg – 07/14/1999

4(c)(8) Independent Community Bankshares, Inc., Middleburg,

Virginia, to acquire control of Gilkison & Patterson Investment

Advisors, Inc., Alexandria, Virginia.

Fed Reg – 07/14/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

834531 F & M Bank-West Virginia

301 S. Mildred Street

Ranson, West Virginia 25438

03/22/199 06/26/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Colonial Bank, Montgomery, Alabama, to establish a branch

located at 8390 NW 53rd Street, Miami, Florida.

06/25/1999*

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

located at 6910 Manchaca, Austin, Texas, to be known as the

Manchaca Branch.

07/12/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) BCB Holding Company, Inc., Theodore, Alabama, to become a

bank holding company by acquiring Bay Bank, Theodore,

Alabama.

07/11/1999*

3(a)(3) Georgia Community Bancorp, Inc., Reynolds, Georgia, to

acquire Bank of Terrell, Dawson, Georgia.

07/23/1999*

3(a)(3) Georgia Community Bancorp, Inc., Reynolds, Georgia, to

acquire Commercial State Bank, Donalsonville, Georgia.

07/23/1999*

*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

WAIVR Charter Federal Savings and Loan Association, West Point,

Georgia, application waiver request for the proposed merger

with Citizens BancGroup, Inc., and indirect acquisition of

Citizens National Bank, both of Valley, Alabama.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Bank Iowa National Association

Red Oak, Iowa

 to acquire the Red Oak, Iowa branch of

 US Bank, N.A., Minneapolis, Minnesota

 (both a charter conversion to a state member bank

 and a name change to Bank Iowa are pending)

Newspaper – N/Avail

18(c) &

 Branches

First American Bank

Carpentersville, Illinois

 First American Bank

 Joliet, Illinois

 First American Bank

 Kankakee, Illinois

 and branch offices at

 1818 West Jefferson

 Joliet, Illinois

 3205 Mall Loop Drive

 Joliet, Illinois

 101 Meadowview Center

 Kankakee, Illinois

 228 Main Street

 Bourbonnais, Illinois

 6200 W. 95th Street

 Oak Lawn, Illinois

 1290 W. Boughton

 Bolingbrook, Illinois

Newspaper – 07/20/1999

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

Type Application

Ending date of

comment period

4(c)(8) Mahaska Investment Company

Oskaloosa, Iowa

 Midwest Bancshares, Inc.

 Burlington, Iowa

 Midwest Federal Savings & Loan Association

 Burlington, Iowa

Fed Reg – 07/09/1999

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

Type Application

Ending date of

comment period

3(a)(3) Pilot Grove Savings Bank Employee Stock Ownership Plan*

Pilot Grove, Iowa

 Pilot Grove Bancorp, Inc.

 Pilot Grove, Iowa

Fed Reg – 07/19/1999

Newspaper – N/Avail

3(a)(1) Security Bancorp, M.H.C.*

Monmouth, Illinois

 Security Savings Bank

 Monmouth, Illinois

Fed Reg – 07/26/1999

Newspaper – N/Avail

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

Lansing, Michigan

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

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

Phoenix, Arizona

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

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

Las Vegas, Nevada

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

CIC Freedom Holdings, L.C.

West Des Moines, Iowa

 by David Hill

Fed Reg – 07/14/1999

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

630948 Bank of Lanawee

135 E. Maumee Street

Adrian, Michigan 49221-0486

(517) 265-5144

02/08/1999 06/21/1999 O X

516042 Harris Bank St. Charles

1 East Main Street

St. Charles, Illinois 60174-1981

(630) 377-4100

05/04/1998 06/24/1999 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, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Notice by First Arvest Bank, Siloam Springs, Arkansas

(presently named First National Bank), to redesignate its main

office from 109 East University, Siloam Springs, Arkansas, to

1645 Highway 412 West, Siloam Springs, Arkansas. A

companion membership notice accompanies this notice*

7/6/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Notice by Commonwealth Bancshares, Inc., Shelbyville,

Kentucky, to retain 7.52 percent of the voting shares of F.A.S.T.

Software, L.L.C., Louisville, Kentucky, thereby indirectly

engaging in the activity of providing data processing, computer

software, and related consulting services to banks and other

financial institutions.

7/15/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Member Notice by First Arvest Bank, Siloam Springs, Arkansas

(presently known as First National Bank), to become a member

of the Federal Reserve System. A companion branch notice

accompanies this notice.

Member Notice by Bank of Little Rock, Little Rock, Arkansas, to become

a member of the Federal Reserve System.

SMBOTH Notice by Lindell Bank and Trust Company, St. Louis, Missouri,

to reduce its capital.

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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Brian Houkom, to acquire control of Western State Agency,

Inc., Devils Lake, North Dakota.

Newspaper - 07/14/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8)LLE Western State Agency, Inc., Devils Lake, North Dakota, to

engage in general insurance agency activities in a place with a

population not exceeding 5,000 through the acquisition of

certain assets of Towner Insurance, Towner, North Dakota.

N/Avail.

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2144216 Minnesota BANKFIRST

Minneapolis, MN

03/29/1999 06/22/1999 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, June 26, 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) Rae Valley Financials, Inc., Petersburg, Nebraska, to become a

bank holding company through the acquisition of 100 percent of

the voting shares of Petersburg State Bank, Petersburg,

Nebraska.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) Griffith Family Financial Holdings, L.L.C., Lindsay, Oklahoma,

to become a bank holding company through the acquisition of

79 percent of the voting shares of First Fletcher Bankshares,

Fletcher, Oklahoma, and thereby indirectly acquire First

National Bank of Fletcher, Fletcher, Oklahoma; and 68 percent

of the voting shares of American Holding Company, Lindsay,

Oklahoma, and thereby indirectly acquire American Exchange

Bank, Lindsay, Oklahoma.

Newspaper – N/Avail

Fed Reg – 07/26/1999

3(a)(3) First Flo Corporation, Florence, Colorado, to acquire 100

percent of the voting shares of FAM Financial, Inc., Macksville,

Kansas; and thereby indirectly acquire The Farmers and

Merchants State Bank, Macksville, Kansas.

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Barton J. and Terri R. Gotch, both of South Sioux City,

Nebraska, to acquire voting shares of Siouxland National

Corporation, South Sioux City, Nebraska; and thereby indirectly

acquire Siouxland National Bank, South Sioux City, Nebraska.

Newspaper – 07/15/1999

Fed Reg – 07/14/1999
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Member Union National Bank of Chandler, Chandler, Oklahoma, to

retain membership in the Federal Reserve Bank following

conversion to a state chartered bank.

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

1386251 BancFirst

Oklahoma City, Oklahoma

02/01/1999 06/23/1999 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, June 26, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Texas State Bank, McAllen, TX, to merge with

Harlingen National Bank, Harlingen, TX, and establish six

branch offices*

07/23/1999

Branch Texas State Bank, McAllen, TX, to establish branch offices at

115 East Vank Buren Street, Harlingen, TX, 78550,

2302 South 77 Sunshine Strip, Harlingen, TX, 78551,

1902 West Tyler Street, Harlingen, TX, 78550,

1200 North Stuart Place Road, Harlingen, TX, 78552,

100 North Main Street, La Feria, TX, 78559, and

201 Starr Street, Mercedes, TX, 78570*

07/23/1999

*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 Mr. Robert Cary McNair, Houston, TX, only notificant, to

acquire an interest in Southwest Bancorporation, Inc., Houston,

TX

Fed Reg – 07/12/1999

Newspaper – 07/15/1999

3(a)(1) La Plata Bancshares, Inc., Hereford, TX, to acquire

La Plata Delaware Bancshares, Inc., Dover, DE, and

The First National Bank of Hereford, Hereford, TX (de novo)*

(previously reported the week ending June 19, 1999)

Fed Reg – 07/12/1999

Newspaper – 07/06/1999

3(a)(1) La Plata Delaware Bancshares, Inc., Dover, DE, to acquire

The First National Bank of Hereford, Hereford, TX (de novo)*

(previously reported the week ending June 19, 1999)

Fed Reg – 07/12/1999

Newspaper – 07/06/1999

3(a)(3) Haleco Bancshares, Inc., Plainview, TX, to acquire

La Plata Bancshares, Inc., Hereford, TX, and

La Plata Delaware Bancshares, Inc., Dover, DE, and

The First National Bank of Hereford, Hereford, TX (de novo)*

(previously reported the week ending June 19, 1999)

Fed Reg – 07/12/1999

Newspaper – 07/06/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) Texas Regional Bancshares, Inc., McAllen, TX, and Texas

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

Harlingen Bancshares, Inc., Harlingen, TX,

HN Bancshares of Delaware, Inc., Harlingen, TX, and

Harlingen National Bank, Harlingen, TX*

Fed Reg – N/Avail

Newspaper – 07/23/1999

*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

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.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, June 26, 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

4(c)(8) Dai-Ichi Kangyo Bank, Limited, Tokyo, Japan, to indirectly

acquire Yasuda Bank and Trust Company (USA), New York,

New York.

Fed Reg – 07/09/1999

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

Type Application

Member Bay Area Bank, Redwood City, California, to become a member

of the Federal Reserve System.

Waiver City National Corporation, Beverly Hills, California, requests a

waiver of any Bank Holding Company Act application

requirement in connection with the proposed merger of City

National Bank, Beverly Hills, California, with American Pacific

State Bank, Sherman Oaks, California.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

866279 Bank of Ephraim

2 N. Main Street

P.O. Box 705

Ephraim, Utah 84627-0705

(435) 283-4621

03/15/1999 06/25/1999 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