Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 52

Week Ending December 26, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 20, 1998 to December 26, 1998

Advisory Councils

Thrift Institutions Advisory Council -- appointment of seven new members and 

designation of William A. Fitzgerald as President and F. Weller Meyer as Vice 

President for 1999.

- Announced, December 23, 1998 

Bank Holding Companies

Carolina First BancShares, Inc., Lincolnton, North Carolina -- lift of the stay of the 

Federal Reserve Bank of Richmond's approval of the application to acquire 

Community Bank and Trust, Rutherfordton, North Carolina.

- Approved, December 21, 1998 

ING Group, Amsterdam, the Netherlands -- request for a temporary exemption 

under the Bank Holding Company Act in connection with its proposed acquisition of 

BHF-Bank Aktiengesellschaft, Frankfurt, Germany.

- Granted, December 21, 1998 

Forms

Annual Financial Statements of Nonbank Subsidiaries of Bank Holding Companies 

(FR Y-11I) -- revision, without extension.

- Proposed, December 16, 1998 (AC)

Consolidated Financial Statements for Bank Holding Companies (FR Y-9C) -- 

extension with revision.

- Proposed, December 16, 1998 (AC)

Interagency Bank Merger Act Application (FR 2070) -- extension with revision.

- Approved, December 20, 1998 

Parent Company Only Financial Statements for Large Bank Holding Companies (FR 

Y-9LP) -- extension with revision.

- Proposed, December 16, 1998 (AC)

Parent Company Only Financial Statements for Small Bank Holding Companies (FR 

Y-9SP) -- extension with revision.

- Proposed, December 16, 1998 (AC)

Quarterly Financial Statements of Nonbank Subsidiaries of Bank Holding Companies 

(FR Y-11Q) -- revision, without extension.

- Proposed, December 16, 1998 (AC)

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions December 20, 1998 to December 26, 1998

Enforcement

Adairsville Bancshares, Inc., Adairsville, Georgia, and Bank of Adairsville -- written 

agreement dated December 10, 1998, with the Federal Reserve Bank of Atlanta and 

the Banking Commissioner of the State of Georgia.

- Announced, December 22, 1998 

(AC) = Addition or Correction Board - Page 2 of 2
December 20, 1998 to December 26, 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

Bank of Belen, Belen, New Mexico -- to establish a branch at 6000 Montgomery 

Blvd. NE, Albuquerque, New Mexico.

- Approved, December 23, 1998 

Kansas City

F&M Bank - Algoma, Algoma, Wisconsin -- to establish a branch at 1426 Egg 

Harbor Road, Sturgeon Bay, Wisconsin.

- Approved, December 24, 1998 

Chicago

Fifth Third Bank of Central Indiana, Indianapolis, Indiana -- to establish a branch at 

530 S. Indiana Street, Mooresville, Indiana.

- Approved, December 15, 1998 (AC)

Chicago

First Community Bank, Orange City, Florida -- to establish a branch on U.S. 

Highway 17-92 at the intersection of Old Daytona Road, DeLand, Florida.

- Approved, December 21, 1998 

Atlanta

Foothill Independent Bank, Glendora, California -- to establish a branch at 515 

Myrtle Avenue, Monrovia, California.

- Approved, December 23, 1998 

San Francisco

Hendricks County Bank and Trust Company, Brownsburg, Indiana -- to establish a 

branch at 23 S. County Road 200 E., Danville, Indiana.

- Approved, December 23, 1998 

Chicago

U.S. Bank, Johnstown, Pennsylvania -- to acquire two branches from First Western 

Bank, National Association, New Castle, Pennsylvania, at 103 Tenth Street, 

Barnesboro, Pennsylvania, and 104 South Center Street, Ebensburg.

- Approved, December 24, 1998 

Philadelphia

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Bank Holding Companies

BancorpSouth, Inc., Tupelo, Mississippi -- waiver of notification to acquire 

HomeBanc Corporation, Guntersville, Alabama, and The Home Bank.

- Granted, December 24, 1998 

St. Louis

Brunsville Bancorporation, Inc., Brunsville, Iowa -- waiver of application to 

consolidate Brunsville Bancorporation, Inc., and Merrill Bancorporation, Inc., into a 

single bank holding company.

- Granted, December 21, 1998 

Chicago

Cullen/Frost Bankers, Inc., San Antonio, Texas, and New Galveston Company, 

Wilmington, Delaware -- to acquire Keller State Bank, Keller, Texas.

- Approved, December 22, 1998 

Secretary

Enterbank Holdings, Inc., Clayton, Missouri -- to acquire shares of Argent Capital 

Management, LLC, and engage in financial and investment advisory activities.

- Approved, December 22, 1998 

St. Louis

F.N.B. Corporation, Hermitage, Pennsylvania -- to acquire Guaranty Bank & Trust 

Company, Venice, Florida.

- Approved, December 21, 1998 

Cleveland

Farmers National Bancorp, Inc., Genesco, Illinois -- transfer agent registration.

- Withdrawn, December 23, 1998 

Director, BS&R

First Bancshares, Inc., Hattiesburg, Mississippi -- to acquire The First National Bank 

of the Pine Belt, Laurel, Mississippi.

- Approved, December 24, 1998 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Bank Holding Companies

First Colony Bancshares, Inc., Alpharetta, Georgia -- request for waiver of 

commitment.

- Granted, December 21, 1998 

Atlanta

First Western Bancorp, Inc., Huron, South Dakota -- to engage in general insurance 

agency activities in a town with a population less than 5000 through the acquisition 

of Coburn Insurance Agency, Deadwood, South Dakota.

- Approved, December 21, 1998 

Minneapolis

Fishback Financial Corporation, Brookings, South Dakota -- to acquire Pipestone 

Bancshares, Inc., Pipestone, Minnesota.

- Approved, December 24, 1998 

Minneapolis

Metroplex North Bancshares, Inc., Employee Stock Ownership Plan, Celeste, 

Texas -- to acquire Metroplex North Bancshares, Inc., and The First Bank of Celeste.

- Withdrawn, December 23, 1998 

Dallas

P&C Investments, Inc., Muscatine, Iowa -- to retain shares of Peoples National 

Corporation, Columbus Junction, Iowa, and acquire Community Bank, Muscatine.

- Approved, December 23, 1998 

Chicago

U.S. Bancorp, Minneapolis, Minnesota -- to acquire Libra Investments, Inc., Los 

Angeles, California, and engage in certain securities activities.

- Approved, December 24, 1998 

Minneapolis

VIB Corporation, El Centro, California -- to acquire Bank of Stockdale, F.S.B., 

Bakersfield, California, and engage in the operation of a savings association.

- Approved, December 23, 1998 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Bank Holding Companies

Wells Fargo & Company, San Francisco, California -- request for relief from a 

commitment made in connection with the acquisition of Wells Fargo & Company by 

Norwest Corporation, Minneapolis, Minnesota.

- Granted, December 23, 1998 

Director, BS&R

Banks, Nonmember, And Miscellaneous Institutions

Popular Transition Bank, Hato Rey, San Juan, Puerto Rico -- transfer agent 

registration.

- Approved, December 22, 1998 

Director, BS&R

Stephenville Production Credit Union, Stephenville, Texas -- deregistration under 

Regulation U.

- Approved, December 15, 1998 (AC)

Dallas

Sunbelt Communications Company, Las Vegas, Nevada -- request to modify a 

commitment made in connection with the proposal to acquire an interest in Nevada 

First Bank.

- Granted, December 23, 1998 

Director, BS&R

Banks, State Member

AmTrade International Bank of Georgia, Atlanta, Georgia -- request for waiver of 

commitment.

- Granted, December 22, 1998 

Atlanta

Clayton State Bank, Clayton, Oklahoma -- to declare a dividend.

- Approved, December 23, 1998 

Kansas City

First Illinois Bank, East St. Louis, Illinois -- payment of a dividend.

- Approved, December 23, 1998 

St. Louis

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Capital Stock

American Bancshares - Red River, Inc., Coushatta, Louisiana -- redemption of shares.

- Approved, December 22, 1998 

Dallas

Change In Bank Control

City Financial Corporation of Tampa, Tampa, Florida -- change in bank control.

- Permitted, December 24, 1998 

Atlanta

Second Bancorp, Warren, Ohio -- change in bank control.

- Permitted, December 22, 1998 

Cleveland

Skylake Bankshares, Miami Lakes, Florida -- change in bank control.

- Permitted, December 15, 1998 (AC)

Atlanta

Wood & Huston Bancshares, Inc., Marshall, Missouri -- change in bank control.

- Permitted, December 24, 1998 

Kansas City

Worth Bancorporation, Lake Worth, Texas -- change in bank control.

- Permitted, December 23, 1998 

Dallas

Competitive Factors Reports

First Bank & Trust East Texas, Diboll, Texas -- report on competitive factors of the 

proposed merger with First Bank & Trust, Cleveland, Texas.

- Submitted, December 24, 1998 

Dallas

First National Bank of Hudson, Woodbury, Minnesota -- report on competitive 

factors of the proposed merger with Merchants State Bank of North Branch, North 

Branch, Minnesota.

- Submitted, December 23, 1998 

Minneapolis

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Competitive Factors Reports

Kearny Federal Savings Bank, Kearny, New Jersey -- report on competitive factors 

of the proposed acquisition of 1st Bergen Bancorp, Wood-Ridge New Jersey, and 

South Bergen Savings Bank.

- Submitted, December 23, 1998 

New York

National Bank of Commerce, Memphis, Tennessee -- report on competitive factors 

of the proposed merger with Nashville Bank of Commerce, Nashville, Tennessee.

- Submitted, December 21, 1998 

St. Louis

Pacific Northwest Bank, Seattle, Washington -- report on competitive factors of the 

proposed acquisition of Pioneer National Bank, Yakima, Washington.

- Submitted, December 18, 1998 (AC)

San Francisco

Regency Savings Bank, FSB, Naperville, Illinois -- report on competitive factors of 

the proposed merger with Calumet Bancorp, Inc., Dolton, Illinois, and Calumet 

Federal Savings and Loan Association, Chicago, Illinois.

- Submitted, December 21, 1998 

Chicago

Security Savings Bank, Southport, North Carolina -- report on competitive factors of 

the proposed merger with Randleman Savings Bank, SSB, Randleman, North 

Carolina.

- Submitted, December 21, 1998 

Richmond

SunTrust Bank, Nature Coast, Brooksville, Florida -- report on competitive factors 

of the proposed establishment of seven branches by purchasing certain assets and 

assuming the liabilities of the Citrus, Hernando, and Sumter Counties, Florida, 

branches of First Union National Bank, Charlotte, North Carolina.

- Approved, December 23, 1998 

Secretary

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Extensions Of Time

Cleburne State Bank, Cleburne, Texas -- extension to March 23, 1999, to redeem 

shares.

- Granted, December 21, 1998 

Dallas

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

acquire shares of Sun Bancorp, Inc., Selinsgrove, Pennsylvania.

- Granted, December 23, 1998 

Cleveland

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

Texas -- extension to March 16, 1999, to acquire Keene Bancorp, Inc., and First 

State Bank.

- Granted, December 22, 1998 

Dallas

Pepperell Bankshares Financial Group, Inc., Biddeford, Maine -- extension to March 

23, 1999, to acquire Pepperell Trust Company.

- Granted, December 22, 1998 

Boston

Regulation CC -- extension to February 1, 1999, of the comment period on proposed 

amendments to liberalize merger transition provisions to address certain century-datechange issues (Docket No. R-1027).

- Granted, December 23, 1998 

Secretary

Savannah Bancorp, Inc., Savannah, Georgia -- extension to March 21, 1999, to 

merge with Bryan Bancorp, Inc., Richmond Hill, Georgia, and acquire Bryan Bank 

and Trust.

- Granted, December 21, 1998 

Atlanta

Summit Bank, Hackensack, New Jersey -- extension to December 16, 1999, to 

establish branches at 240 Route 10, East Hanover, New Jersey; 2225 North Second 

Street, Millville, New Jersey; and 895 Paulison Avenue, Clifton, New Jersey.

- Granted, December 23, 1998 

New York

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority December 20, 1998 to December 26, 1998

Extensions Of Time

Union Planters Corporation, Memphis, Tennessee, and Union Planters Holding 

Corporation -- extension to March 24, 1999, to acquire LaPlace Bancshares, Inc., 

LaPlace, Louisiana, and Bank of LaPlace of St. John the Baptist Parish, Louisiana.

- Granted, December 22, 1998 

St. Louis

International Operations

Bankers Trust Corporation, New York, New York -- waiver of the remainder of the 

45-day notification period to make an investment in Rhine Re Bermuda, Bermuda, 

and Rhine Re Guernsey, Guernsey, Channel Islands.

- Granted, December 18, 1998 (AC)

Director, BS&R

Membership

Community Bank, Granbury, Texas -- to become a member of the Federal Reserve 

System.

- Approved, December 21, 1998 

Dallas

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on November 17, 1998.

- Published, December 23, 1998 

FOMC

Regulation C -- determination that the exemption threshold for depository 

institutions that are required to report data under the Home Mortgage Disclosure 

Act will remain at $29 million.

- Approved, December 17, 1998 (AC)

Director, C&CA

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

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

Newspaper – N/Avail

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

representative office in New York, New York.

Newspaper – N/Avail

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

branch in New York, New York.

Newspaper – N/Avail

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

offices at the following locations: (1) Pathmark Supermarket,

471-79 Lyons Avenue, Irvington, New Jersey; and (2) Edwards

Supermarket, 01278 Route 22, Phillipsburg, New Jersey.*

Newspaper – 01/14/1999

* 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)/4(c)(8) Troy Financial Corporation, Troy, New York, to become a bank

holding company with respect to The Troy Savings Bank, Troy,

New York, and to engage in certain nonbanking activities.*

Newspaper – 01/09/1999

Fed Reg – N/Avail

3(a)(1) Cornerstone Bancorp, Inc., Stamford, Connecticut, to become a

bank holding company through the acquisition of all voting

shares of Cornerstone Bank, Stamford, Connecticut.*

Newspaper – 01/13/1999

Fed Reg – N/Avail

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

Type Application

Ending date of

comment period

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

retain ABB Investment Management Corp., Stamford,

Connecticut, and as a result, to provide investment advice.

Fed Reg – N/Avail

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

Type Application

25A Bankers International Corp., New York, New York, seeks

to make an investment in certain special purpose entities

which will engage in activities limited to financing and

leasing.

25A Bankers International Corp., New York, New York, seeks

to invest through indirect special purpose subsidiaries in

two United Kingdom partnerships.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Summit Bank, Bethlehem, PA, to establish 4 (four) branch

offices at the Genuardi's Family Markets, located at

Germantown Pike & Route 202, Norristown, Montgomery

County, PA, 4275 County Line Road, Chalfont, Bucks County,

PA, Old Bethlehem Pike & Moore Road, Spring House,

Montgomery County, PA, and 1844 Bethlehem Pike, Flourtown,

Montgomery County, PA. pursuant to section 9 of the Federal

Reserve Act.

01/14/1999

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

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

4(c)(8) Received notification from FJSB Bancshares, Inc., Ft. Jennings,

OH; United Bancshares, Inc., Columbus Grove, OH; Diamond

Bancshares, Inc., Antwerp, OH; Sherwood Banc Corporation,

Sherwood, OH; and Pandora Bancshares, Inc., Pandora, OH on

12/22/1998 of their intent to organize Northwest Financial

Services, LLC, Ft. Jennings, OH and engage in permissible

nonbanking activities.

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Crestar Bank, Richmond, Virginia, to establish a branch in the

Hannaford grocery store at 1356 Gaskins Road, Richmond,

Virginia.*

01/04/1999

*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) Peoples Bancorporation, Inc., Easley, South Carolina, to acquire

Seneca National Bank, Seneca, South Carolina, an organizing

bank.*

Fed Reg – 01/18/1999

Newspaper – 01/16/1999

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Cardinal Financial Corporation, Fairfax, Virginia, to engage in

various securities and insurance activities.

Foreign Bank of America National Trust and Savings Association, San

Francisco, California, to establish a Tokyo, Japan, branch of an

Agreement Corporation.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, December 26, 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)(1) South Georgia Bank Holding Company, Omega, Georgia, notice

to become a bank holding company by acquiring South Georgia

Banking Company, Omega, Georgia.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Chelsea State Bank

Chelsea, Michigan

 Branch in Dexter, Michigan

Newspaper – 11/15/1998

Branch Hendricks County Bank and Trust Company

Brownsburg, Indiana

 23 S. County Road 200 E

 Danville, Indiana

Newspaper – 12/19/1998

Branch Northern Trust Company

Chicago, Illinois

 1100 Pembridge Drive (Lake Forest Place)

 Lake Forest, Illinois

Newspaper – 1/14/1999

18 (c) &

 Branches

First State Bank

Brunsville, Iowa

 Farmers State Bank

 Merrill, Iowa

 201 N. Main Street

 Merrill, Iowa

 225 N. Floyde Avenue

 Hinton, Iowa

Newspaper – 1/1/1999

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

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

Rantoul, Illinois

 Rossville Bancorp, Inc.

 Rossville, Illinois

 First National Bank of Rossville

 Rossville, Illinois

Fed Reg – 12/28/1998

Newspaper – 1/9/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) First Business Bancshares, Inc.*

Madison, Wisconsin

 Fox River Valley Bancorp, Inc.

 Appleton, Wisconsin

 First Business Bank of the Fox River Valley (in organization)

 Appleton, Wisconsin

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Fox River Valley Bancorp, Inc.*

Appleton, Wisconsin

 First Business Bank of the Fox River Valley (in organization)

 Appleton, Wisconsin

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) First Merchants Corporation*

Muncie, Indiana

 Jay Financial Corporation

 Portland, Indiana

 First National Bank of Portland

 Portland, Indiana

Fed Reg – N/Avail

Newspaper – 1/13/1999

3(a)(1) First DuPage Bancorp, Inc.*

Westmont, Illinois

 First DuPage Bank (in organization)

 Westmont, Illinois

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Avondale Financial Corp.*

Chicago, Illinois

 Coal City Corporation

 Chicago, Illinois

 Manufacturers National Corporation

 Chicago, Illinois

 Manufacturers Bank

 Chicago, Illinois

Fed Reg – 1/14/1999

Newspaper – 1/11/1999

CIC First Northwest Bancorp, Inc.

Arlington Heights, Illinois

 By Keith E. Beine, Robert J. May, Thomas S. Manfre &

 Paul T. Troyke

Fed Reg – 1/13/1999

Newspaper – 1/11/1999

* Subject to the provisions of the Community Reinvestment Act

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not Available (Not yet available; Not available at this time)
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2533119 Northside Community Bank

501 Washington

Gurnee, Illinois 60031

(847) 244-5100

7/27/1998 12/22/1998 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

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

4(c)(8) Notice by Concord EFS, Inc., Memphis, Tennessee, to acquire

Electronic Payment Systems, Inc., Wilmington, Delaware, and

thereby engage in the operation and development of automated

teller machines and point of sale processing businesses and

related activities, pursuant to Section 225.28(b)(14) of

Regulation Y.

N/Avail.

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

Type Application

SMBOTH Notice by Effingham State Bank, Effingham, Illinois, to make a

dividend payment.
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, December 26, 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

1003558 Grand Rapids State Bank

Grand Rapids, Minnesota

08/24/1998 12/21/1998 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, December 26, 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

BP Kearney Commercial Bank, Kearney, Missouri, for prior

approval to invest in bank premises.
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

938653 First United Bank

Parker, Colorado

09/28/1998 12/23/1998 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, December 26, 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) WB&T Bancshares, Inc., Duncanville, TX, to acquire WB&T

Delaware Bancshares, Inc., Wilmington, DE, and Western Bank

and Trust, Duncanville, TX*

(Previously reported the week ending December 19, 1998)

Fed Reg – 01/15/1999

Newspaper – 01/02/1999

3(a)(1) WB&T Delaware Bancshares, Inc., Wilmington, DE, to acquire

Western Bank and Trust, Duncanville, TX*

(Previously reported the week ending December 19, 1998)

Fed Reg – 01/15/1999

Newspaper – 01/02/1999

* 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Western Acquisitions, LLC, and Western Acquisition Partners,

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

and thereby indirectly acquire Sunwest Bank, both of Tustin,

California. *

Newspaper – 01/10/1999

Fed Reg – 01/07/1999

CIC Eric D. Hovde, Washington, D.C., to increase his ownership up

to approximately 10.3 percent of West Coast Bancorp, Tustin,

California. *

Newspaper – 12/31/1998

Fed Reg – 12/28/1998

3(a)(3) Hancock Park Acquisition, L.L.C., and Hancock Park

Acquisition, L.P., both of Washington, D.C., to acquire The

Bank of Hollywood, Hollywood, California. *

Newspaper – 01/15/1999

Fed Reg – 01/15/1999

3(a)(1) Business Bank Corporation, Las Vegas, Nevada, to become a

bank holding company by acquiring Las Vegas Business Bank,

Las Vegas, Nevada. *

Newspaper – 01/13/1999

Fed Reg – 01/15/1999

3(a)(3) Wells Fargo & Company, San Francisco, California, to acquire

Mercantile Financial Enterprises, Inc., and therey indirectly

acquire Mercantile Bank, N.A., both of Brownsville, Texas. *

Newspaper – 01/01/1999

Fed Reg – 01/22/1999

* Subject to the provisions of the Community Reinvestment Act

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

with Norwest Mortgage, Inc., and Norwest Ventures, Inc., both

of Des Moines, Iowa, to sell, through a joint venture, 50 percent

of MidAmerican Hoome Services Mortgage, LLC, to Iowa

Realty Co., Inc., both of West Des Moines, Iowa.

Fed Reg – N/Avail

Fed Reg - Federal Register Comment Period Ending Date

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

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

Type Application

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

with Norwest Financial Services, Inc., and Norwest Financial,

Inc., both of Des Moines, Iowa, to indirectly acquire certain

assets of SunStar Acceptance Corporation, Dallas, Texas.

COM Wells Fargo & Company, San Francisco, California, requested

relief of certain commitments made in connection with the

merger of Wells Fargo & Company, San Francisco, California,

and Norwest Corporation, Minneapolis, Minnesota.

208.22(d) of

Regulation H

California Center Bank, Los Angeles, California, to invest

$250,000, in low-income housing through California Equity

Fund of 1998, Los Angeles, California.

208.22(d) of

Regulation H

California Center Bank, Los Angeles, California, to: 1) make an

equity investment of $3,500; and 2) make a contribution to the

loan pool of $35,000, in Bankers’ Small Business Community

Development Corporation of Orange County, Orange,

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

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None