Federal Reserve Bank of Richmond

son V ilabili £ CR Li 1 .

Week ending July 11, 1997

finiti £ Rati

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner con-
sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

RSSD Examination
Number Name of Bank —Date__ Rating
105222 Virginia Community Bank

114 Industrial Drive

Louisa, Virginia 23093 4-21-97 Outstanding
722432 The Bank of Romney

Route 50

Romney, West Virginia 26757 4-21-97 Outstanding
550327 Northern Neck State Bank

5839 Richmond Road :
Warsaw, Virginia 22572 5-5-97 Outstanding



Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding’
Satisfactory
Needs to improve
Substantial noncompliance
RSSD Examination CRA CRA
number Institution/ Location date public date rating
789257 Community Bank 97/04/07 97/07/07 Satisfactory
P. O. Box 737
20045 Katy Freeway
Katy, TX 77492 -
818250 Lorena State Bank 97/03/31 97/07/07 - Satisfactory
P. O. Box 577 :
107 South Frontage Road
Lorena, TX 76655
Section VI - CRA examinations scheduled Quarter of
Institution Location
N/A

* The examination schedule for the fourth quarter of 1997 will be published on August 16, 1997.



RCB Holding Company, Claremore, Oklahoma, for August 4, 1997
prior approval to acquire 100 percent of the voting

shares of Northeastern Oklahoma Bancshares, Inc.,

Inola, Oklahoma, and thereby indirectly acquire Bank

of Inola, Inola, Oklahoma.

Commerce Bancshares, Inc., Kansas City, Missouri, August 8, 1997
and CBI-Kansas, Inc., Kansas City, Missouri, for

prior approval to acquire 100 percent of the the voting

shares, and then merge with CNB Bancorp, Inc.,

Independence, Kansas, and thereby indirectly acquire

Citizens National Bank, Independence, Kansas.

- APPL 1 ‘DE E
APPLICATION COMMENT PERIOD ENDING DATE
Citizens Bancshares Company, Chillicothe, Missouri, July 30, 1997

for prior approval to engage in a joint venture with
John Birchfield and Debbie Keele, and thereby engage
in the purchase and servicing of accounts receivable.

Commerce Bancshares, Inc., Kansas City, Missouri, August 8, 1997
and CBI-Kansas Inc., Kansas City, Missouri, for prior

approval to acquire 100 percent, and merge with CNB

Bancorp, Inc., Independence, Kansas, and thereby

indirectly acquire Citizens National Bank,

Independence, Kansas.

JECTION IV - LICATIONS N¢ TT E
£0) PAPE

CATIO:

None.



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(5),
both of Vienna, Austria
CONTINUED

Area Bancshares
Corporation(1),
Owensboro, KY
CONTINUED

Area Bancshares
Corporation(2),
Owensboro, KY
CONTINUED

Area Bancshares
Corporation,
Owensboro, KY
CORRECTION

Arrendale, Thomas A.,
IH, Gainesville, GA,
Bussey, Cynthia A.,
Atlanta, GA, and
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,

Baldwin, GA

Banco Bilbao Vizcaya,
S.A.,
Bilbao, Spain

Creditanstalt Municipal
Leasing Co., Limited
Partnership,

Greenwich, CT in full
payout municipal leasing

(6)3)

Cardinal Bancshares, Inc.,
Lexington, KY, & The Vine
Street Trust Company,
Lexington, KY, and First &
Peoples Bank, Springfield,
KY, and HNB Bank
National Associaton,
Harlan, KY, and Jefferson
Banking Company,
Louisville, KY,
CONTINUED

and Alliance Bank, FSB,
Somerset, KY, and
operation of a federal
savings bank (b)(4), and
Cardinal Data Services
Corporation, Lexington,
KY, and data processing
activities (b)(14)

Mutual Service
Corporation, Somerset,
KY riskless principal
transactions (b)(7)

Habersham Bancorp,
Cornelia, GA, and
Habersham Bank,
Clarkesville, GA

BBV LatInvest Securities
Inc.,

New York, NY,
securities activities (b)(1),

(b)(4), (b)(15), and (b)(16)

4

3and4

3 and 4

CIBC

New York

St. Louis

St. Louis

St. Louis

Atlanta

New York

July 14, 1997

July 21, 1997

July 21, 1997

July 21, 1997

June 5, 1997

March 4, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

First Sterling Bank, Devon, PA to merge with Prime Bank, a savings bank, Philadelphia, PA,
pursuant to Section 5(d)(3) of the Bank Holding Company Act

Newspaper comment period expires: N/Avail
Federal Register comment period expires: N/Avail

Penncore Financial Service, Newtown, PA, request for a waiver of the application requirements
under Section 3(a)(2) of the Bank Holding Company Act in connection with its acquisition of
Penncore Phantom Savings Bank, a phantom Pennsylvania savings bank formed for the sole
purpose of facilitating the merger of its subsidiary Commonwealth State Bank, Newtown, PA,
with and into Main Line Bank, Villanova, PA.

ML Bancorp, Inc., Villanova, PA, request for a waiver of the application requirements under
Section 3(a)(1) of the Bank Holding Company in connection with its acquisition of Penncore
Financial Services Corporation, and its Subsidiary bank, Commonwealth State Bank, both of
Newtown, PA.



Information Requests

The public portions of the applications and notices currently listed in this release are available on an

expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924, FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Resefve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank . End of comment period

Hibernia Corporation,
New Orleans, LA

Hibernia Corporation,
New Orleans, LA

Huntington Bancshares
Incorporated(1),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Unicorp Bancshares-Texas 3
Inc., Orange, TX, and
OrangeBank, Orange, TX

Executive Bancshares, Inc., 3
Paris, TX, and First

National Bank of Paris,

Paris, TX, and Collin

County National Bank,
McKinney, TX.

First Michigan 3 and4
Bancorporation, and
Superior Financial Corp.,
Holland, MI, FMB-Sault
Bank, Saulte Ste. Marie, MI;
FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

Bank, Grand Rapids, MI;
FMB-Lumberman's Bank,
Muskegon, MI;
CONTINUED

FMB-Northwestern Bank,
Boyne City, MI; FMB-State
Savings Bank, Lowell, MI;
FMB-Commercial Bank,
Greenville, MI; FMB-
Security Bank, Manistee,
MI; FMB-Community
Bank, Dowagiac, MI; FMB-
Oceana Bank, Hart, MI;
CONTINUED

3and4

FMB-Reed City Bank, Reed
City, MI; FMB-Maynard
Allen Bank, Portland, M1;
FMB-Old State Bank,
Fremont, MI; FMB-Arcadia
Bank, Kalamazoo, MI; and
FMB-Trust, Holland, MI
trust company activities
(b)(5); FMB-Brokerage
Services, Inc., Holland, MI
CONTINUED

3 and 4

Atlanta August 11, 1997

Atlanta June 14, 1997

Cleveland July 18, 1997

Cleveland July 18, 1997

Cleveland July 18,1997



Applicant or notificant

Acquiree or activity

Ferguson, Roy, Tulsa,
OK; Leonard, Michael
S., Muskogee, OK,
directly

and indirectly; and
Jackson, Beverly Carter,
Q-TIP Trust, and
Leonard, Michael
S.,Trustee, both of
Stigler, OK

Fifth Third Bancorp,
Cincinnati, OH

First Chicago NBD
Corporation, Chicago, IL.

First Eldorado
Bancshares, Inc.,
Eldorado,

IL

First Fairland
Banshares, Inc.,
Fairland, OK

First Marshall
Bancshares, Inc.,
Marshall, TX,

and First Marshall
Delaware Bancshares,
Inc., Dover, DE

First Midwest Bancorp,
Inc., Itasca, IL.

Stigler Bancorporation, Inc.,
Stigler, OK, and First
National

Bank of Stigler, Stigler, OK

Suburban Bancorporation,
Inc.,

Cincinnati, OH,

Suburban Federal Savings
Bank,

Cincinnati, OH

First Chicago Capital
Markets, Inc., Chicago,

IL, underwriting & dealing
intoa

limited extent, equity
securities

Dana Bancorp, Inc., Dana,
TN, and First National Bank
of Dana, Dana, IN

Fairland Holding Company,
Inc., Neosho,
MO

First Marshall Corporation,
Marshall, TX, and

East Texas National Bank
of Marshall,

Marshall, TX

SparBank, Incorporated,
McHenry, IL, and McHenry
State Bank, McHenry, IL

Section of law Reserve Bank

Kansas City

Cleveland

Chicago

St. Louis

Kansas City

Dallas

Chicago

End of comment period

July 2, 1997

May 27, 1997

June 30, 1997

July 10, 1997

August 1, 1997

July 11, 1997

July 21, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Neighborhood Neighborhood Nat'l Bank, 3 and 4 San Francisco June 23, 1997
Bancorp(1), San Diego, CA; &
San Diego, CA Neighborhood Capital
CONTINUED Advisors, San Diego, CA,

community development

(b)(12); financial &

investment advisory (b)(6);

Neighborhood Housing

Development Corp., San

Diego, CA, community

development (b)(12),

CONTINUED
Neighborhood extending loand and credit 3 and4 San Francisco June 23, 1997
Bancorp(2), activities (b)(1) & (2), and
San Diego, CA consumer financial
CONTINUED counseling (b)(6)
New Prague Community Security Bank, 3 Minneapolis July 7, 1997
Bancshares, Inc., New New Prague, MN,
Prague, MN a de novo bank
Northway Financial, The Berlin City Bank, 3 Boston July 17, 1997
Inc., Berlin, NH Berlin, NH, and

Pemi Bancorp, Inc.,

Plymouth,

NH, and Pemigewasset

National Bank of Plymouth,

Plymouth, NH
Northwest Suburban Mount Prospect 3 Chicago July 28, 1997
Bancorp., Inc. (in National Bank (in
formation), organization), Mount
Arlington Heights, IL Prospect, IL
Norwest Corporation, The Bank of the 3 Minneapolis August 4, 1997
Minneapolis, MN Southwest, N.A., Pagosa

Springs, CO
NSS Bancorp, Inc., Norwalk Savings Society, 3 New York July 21, 1997
Norwalk, CT Norwalk, CT
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta August 8, 1997
Largo, FL F.S.B., St. Petersburg, FL

operating a savings

association (b)(4)



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Sephar, David L.,
Kansas City, KS

Southwestern
Bancshares, Inc.,
Oklahoma City,
OK

Sterling Bancshares,
Inc., Houston, TX

Stockmens Financial
Corporation, Rushville,
NE

Swiss Bank
Corporation, Basel,
Switzerland

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

The Union Illinois 1995
Investment Limited
Partnership, Swansea,
IL

TNB Bancorporation,
Inc., Brenham, TX, and
TNB

Bancorporation of
Delaware, Inc.,
Wilmington, DE

Triangle Bancorp, Inc.,
Raleigh, NC

First Community
Bancshares, Inc., Kansas
City,

KS, and First Community
Bank,

Kansas City, KS

Southwestern Bank & Trust
Company, Oklahoma City,
OK

First Houston Bancshares,
Houston, TX, and Houston
National Bank, Houston, TX

BankWest
(a de novo bank), Castle
Rock, CO

Dillon, Read Holding, Inc.,
New York, NY, investment
advisory lending (b)(6);
futures commission
merchant (b)(7); brokerage
activities (b)(7);
underwriting

ACME Holding
Company, Inc.,
Mulberry, AR, and
The Bank of Mulberry,
Mulberry, AR

Union Illinois Company,
Swansea, IL, and Union
Bank of Illinois, Swansea,
IL, and State Bank of
Jerseyville, Jerseyville, IL

Texas National Bank,
Brenham, TX

Bank of Mecklenburg,
Charlotte, NC

CIBC

Kansas City

Kansas City

Dallas

Kansas City

New York

St. Louis

St. Louis

Dallas

Richmond

July 25, 1997

August 11, 1997

July 21, 1997

July 25, 1997

June 27, 1997

June 23, 1997

July 7, 1997

July 29, 1997

August 1, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Corley, John William, First State Bank of Atwood, CIBC Chicago May 16, 1997
2) Atwood, IL
Monticelli, IL
CONTINUED
Cox, Walter L., Sr., Morris County Bankshares, CIBC Dallas April 30, 1997
Naples, TX Incorporated,
Naples, TX;
Morris County National
Bank,
Naples, TX
Davis Bancorporation, Century Acquisition 3 Kansas City July 21, 1997
Inc., Davis, OK; First Corporation,
Centralia Bancshares, Hurst, TX, and City
Inc., National Bank,
Centralia, KS; Morrill Kilgore, TX
Bancshares,
Inc., Sabetha, KS; and
Onaga
Bancshares, Inc.,
Overland Park, KS
Deposit Guaranty Corp., CSF Acquisition Corp., 4 Atlanta July 3, 1997
Jackson, MS Jackson,
MS; CitiSave Financial
Corporation, Baton
Rouge, LA; Citizens
Savings Association, F.A.,
Baton Rouge, LA operating
a savings association (b)(4)
Deutsche Bank, AG Ganis Credit Corporation, 4 New York May 12, 1997
(Main) Newport Beach, CA,
Federal Republic of lending (bX1)
Germany
ECSB Holding American National 3 Atlanta June 27, 1997
Company, Inc., Financial Corporation,
Fort Walton Beach, FL Panama City, FL and
First National Bank
Northwest Florida,
Panama City, FL
Edison Bancshares, Fort Edison 3 Atlanta August 1, 1997
Myers, FL National Bank (in

organization), Fort Myers,
FL



Re icati Approval Date
BancIndependent, Inc. 07 -07-97
Sheffield, Alabama

Change in control notice by Leonard P. Mauldin, Macke B. Mauldin, E. Fennel Mauldin, Jr., Edward
F. Mauldin, and Mildred P. Mauldin, to collectively acquire 49.77 percent of the outstanding shares
of common stock of BancIndependent, Inc., Sheffield, Alabama.

Commercial Bancshares of Ozark, Inc. 07-09-97
Ozark, Alabama
1-BHC formation, The Commercial Bank of Ozark, Ozark, Alabama.

Century South Banks, Inc. 07-11-97
Gainesville, Georgia

To merge with Bank Corporation of Georgia, Macon, Georgia, and thereby directly acquire First
South Bank, N.A., Macon, Georgia, and AmeriBank, N.A., Savannah, Georgia, pursuant to Section
3(a)(5) of the Bank Holding Company Act.

Habersham Bancorp 07-11-97

Cornelia, Georgia
Change in control notice by Thomas A. Arrendale, III, Cynthia A. Bussey, and Nelle Arrendale
(Arrendale Undiversified Family Limited Partnership) to collectively acquire 12.48 percent of the
outstanding shares of common stock of Habersham Bancorp, Cornelia, Georgia.


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 7/11/97
Section L- Applications Subj N Notice Onl
licati C Period Ending D
Harris Trust Bank of Arizona, Scottsdale, Arizona, to Newspaper: 7/20/97
establish a branch office at 6363 N. Scottsdale Road,
Scottsdale, Arizona. *
San Benito Bank, Hollister, California, to establish a Newspaper: 8/01/97
branch office at 751 First Street, Gilroy, California. *
. 7 sas .
aE ENT ET i Federal Register Noti
Eggemeyer Advisory Corp., Castle Creek Capital, L.L.C., Newspaper: 7/23/97
Castle Creek Capital Partners Fund-I, L.P., San Diego,
California, and Western Bancorp, Laguna Niguel, California, Fed. Reg.: 7/21/97

to acquire by merger SC Bancorp, Anaheim, California. *

None

None

* Subject to CRA.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Otto Bremer Foundation,
St. Paul, MN

People's Community
Capital Corporation,
Aiken,

sc

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Planters & Merchants
Bancshares, Inc., Hearne,
TX, & Planters &
Merchants Bancshares of
Delaware, Inc.,
Wilmington, DE

Proffitt, Richard Todd,
Pigeon Forge, TN

Progressive Bancorp,
Inc., Pekin, IL,

Spehar, David L. &
Nancy A., Kansas City,
KS

St. Yves, Robert W.,
Prineville, OR

Bremer Financial
Corporation, St. Paul,
MN, The

Halo Bancorporation, Inc.,
Devils Lake, ND, & First
National Bank of Devils
Lake, Devils

Lake, ND

People's Community Bank
of South
Carolina, Aiken, SC

Farmers Bank of Malone,
Malone, FL

Homestead Bank, S.S.B.,
College Station, TX

Tennessee State Bancshares,
Inc., Pigeon

Forge, TN (formerly
Gatlinburg, TN), and
Tennessee State Bank,
Gatlinburg, TN

Pekin Savings Bank, S.B.,
Pekin, IL

First Community
Bancshares, Inc., Kansas
City, KS, and First
Community Bank, Kansas
City, KS

Prineville Bancorporation,
Prineville, OR and
Community First Bank,
Prineville OR (formerly the
Prineville Bank)

CIBC

CIBC

CIBC

Minneapolis

Richmond

Atlanta

Dallas

Atlanta

Chicago

Kansas City

San Francisco

August 15, 1997

August 14, 1997

August 11, 1997

August 14, 1997

August 5, 1997

August 15, 1997

August 5, 1997

August 5, 1997



H2 Page 3
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Kansas City

Hohl Financial, Inc., Wahoo, Nebraska -- to acquire Wahoo State Bans
- Approved, July 10, 1997

St. Louis

Midwest Bancorporation, Inc., Poplar Bluff, Missouri -- to acquire Midwest
Bancshares, Inc., and for Midwest Bancshares and Affiliates Employee Stock
Ownership Plan to acquire shares of Midwest Bancorporation, and for the Norma
McLane-Smith Family Limited Partnership to exchange shares of Midwest
Bancshares for shares of Midwest Bancorporation.

- Approved, July 9, 1997

Dallas

New Woodson Bancshares, Inc., Graham, Texas -- to acquire Woodson Bancshares,
Inc., Woodson, Texas, and First State Bancorp, Inc., Carson City, Nevada.
- Approved, July 9, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- to acquire Woodhaven National
Bank, Fort Worth, Texas.
- Approved, July 9, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- to acquire Myers Bancshares, Inc.,
Dallas, Texas.
- Approved, July 10, 1997

BANK MERGERS

Secretary
Centura Bank, Rocky Mount, North Carolina -- to purchase certain assets and
assume certain liabilities of nine offices of United Carolina Bank, Whiteville, and
four offices of Branch Banking and Trust Company, Winston-Salem, North
Carolina.
- Approved, July 10, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
The Commercial Commercial Bank of Volusi 3 Atlanta August 15, 1997
Bancorp, Inc., Ormond County, Ormond Beach, FL
Beach,
FL
Union Planters Magna Bancorp, Inc., 4 St. Louis August 15, 1997
Corporation(1), Hattiesburg, MS, &
Memphis, TN Magnolia Federal Bank for
CONTINUED Savings, Hattiesburg, MS

indirectly

acquiring a federal savings

bank (b)(4); & Magna

Mortgage Co., Hattiesburg,

MS originating & servicing

mortgage loans (b)(1)

CONTINUED
Union Planters & in providing real estate 4 St. Louis August 15, 1997
Corporation(2), appraisal & inspection
Memphis, TN services (b)(2)
CONTINUED
Young, Susan Aileen, C.S.B. Co., Cozad, NE, and = CIBC Kansas City August 5, 1997
Chicago, IL Cozad State bank & Trust

Company, Cozad, NE, and

First National Bank of

Chadron, Chardron, NE



‘Applicant or notificant

Acquiree or activity Section of law Reserve Bank End of comment period
Otto Bremer Foundation, Bremer Financial 3 Minneapolis August 15, 1997
St. Paul, MN Corporation, St. Paul,

MN, The

Halo Bancorporation, Inc.,

Devils Lake, ND, & First

National Bank of Devils

Lake, Devils

Lake, ND
People's Community People's Community Bank 3 Richmond August 14, 1997
Capital Corporation, of South
Aiken, Carolina, Aiken, SC
sc
Peoples Community Farmers Bank of Malone, 3 Atlanta August 11, 1997
Bancshares, Inc., Malone, FL
Colquitt,
GA
Planters & Merchants Homestead Bank, S.S.B., 3 Dallas August 14, 1997
Bancshares, Inc., Hearne, _ College Station, TX
TX, & Planters &
Merchants Bancshares of
Delaware, Inc.,
Wilmington, DE
Proffitt, Richard Todd, Tennessee State Bancshares, CIBC Atlanta August 5, 1997
Pigeon Forge, TN Inc., Pigeon

Forge, TN (formerly

Gatlinburg, TN), and

Tennessee State Bank,

Gatlinburg, TN
Progressive Bancorp, Pekin Savings Bank, S.B., 3 Chicago August 15, 1997
Inc., Pekin, IL Pekin, IL
Spehar, David L. & First Community CIBC Kansas City August 5, 1997
Nancy A., Kansas City, Bancshares, Inc., Kansas
KS City, KS, and First

Community Bank, Kansas

City, KS
St. Yves, Robert W., Prineville Bancorporation, CIBC San Francisco August 5, 1997
Prineville, OR Prineville, OR and

Community First Bank,

Prineville OR (formerly the

Prineville Bank)



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197, FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Joiley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluation:
week ending July 11, 1997

ASSIGNMENT OF RATING
Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in
a manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION = CRA RATING
Welcome State Bank April 1, 1997 Satisfactory
P.O. Box 238

Welcome, MN 56181-0238



Federal Reserve Bank of Atlanta

Applications Bulletin for Week Endi 1
Secti - Applications Subject to er Notice Onl
Application Comment Period Ending Date
Colonial Bank 08-01-97*
Montgomery, Alabama

To merge with First Independence Bank of Florida, Fort Myers, Florida, pursuant to Section 18(c)
of the Federal Deposit Insurance Act.

tion 2 - ications Subje Both
spaper and Federal Register Notice

Application Comment Period Ending Date
The Commercial Bancorp, Inc. Not yet available*
Ormond Beach, Florida
1-BHC formation, Commercial Bank of Volusia County, Ormand Beach, Florida (in organization).
P.C.B. Bancorp, Inc. 08-08-97*
Largo, Florida Newspaper

To acquire Anchor Savings Bank, F.S.B., St. Petersburg, Florida, and thereby engage in operating
a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of
the Bank Holding Company Act.

Peoples Community Bancshares, Inc. Not yet available*
Colquitt, Georgia

To acquire Farmers Bank of Malone, Malone, Florida, pursuant to Section 3(a)(3) of the Bank
Holding Company Act.

Hibernia Corporation Not yet available*
New Orleans, Louisiana

To merge with Unicorp Bancshares-Texas, Inc., and thereby directly acquire OrangeBank, both of

Orange, Texas, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

Tri-Parish Bancshares, Ltd. Not yet available*
Eunice, Louisiana

Change in control notice by Harold Edwin McGlasson, Karen Jane Veilon McGlasson and Vorhies

& Labbe Profit Sharing Plan, to increase their ownership to 32.25 percent of the outstanding shares
of Tri-Parish Bancshares, Ltd., Eunice, Louisiana.

*Subject to the provisions of the Community Reinvestment Act.



Type
3a)

CoC-HC

CoC-HC

3@Q)

3(a)3)

3(a)(5)

Federal Reserve Bank of Chicago

it - icatio

Register Notice

Application

Covest Bancshares, Inc.*
Des Plaines, Illinois
Covest Banc, N.A.

(formerly First Federal Bank for Savings)

Des Plaines, Illinois

Home Financial Bancorp
Spencer, Indiana

by Leon A. Greenblatt, III and Chiplease, Inc.

South Holland Bancorp, Inc.
South Holland, Illinois
by Charles E. Waterman

Community National Bancorporation.*

Waterloo, Iowa

Community National Bank (in organization)

Waterloo, lowa

F&M Bancorporation*
Kaukauna, Wisconsin
Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank
Clear Lake, Wisconsin

F&M Merger Corporation*
Kaukauna, Wisconsin
Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank
Clear Lake, Wisconsin

Comment Period
Ending Date

FR - 7-7-97
NP - 6-30-97

FR - 7-9-97
NP - 7-14-97

FR - 7-10-97
NP - 7-11-97

FR - 7-29-97
NP - 7-18-97

FR - 7-3-97
NP - 7-7-97

FR - 7-3-97
NP - 7-7-97



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending July 11, 1997

Section 10 - Availability of CRA Public Evaluations

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Outstanding record of meeting community credit needs: An institution has an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-incomeneighborhoods, in a manner consistent with its resources and capabilities

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial_noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
del:neated community, including low- and moderate-incomeneighborhoods, in a manner consistent
with its resources and capabilities.

Bank CRA Rating Examination Date
Merchants Bank Outstanding 03-24-97
820 South Street

Vicksburg, Mississippi 39180
(601) 636-3752



Federal Reserve Bank of Kansas City Week ending July 11, 1997

I- LI T TT ER E
APPLI ION CO) 1D. DA
None.
ECT 1 - APPLI ECT T TH
PAPER FED ISTER E
APPL) IN COMMENT PERIOD ENDING DATE
David L. Spehar, Kansas City, Kansas, for prior July 25, 1997

approval to acquire control of First Community
Bancshares, Inc., Kansas City, Kansas, parent
company of First Community Bank, Kansas City,
Kansas.

First Fairland Bancshares, Inc., Fairland, Oklahoma, August 8, 1997
for prior approval to become a bank holding company

through the acquisition of 79.9 percent of the voting

shares of Fairland Holding Company, Neosho,

Missouri.

Lexington B & L Financial Corp., Lexington, August 4, 1997
Missouri, for prior approval to become a bank holding

company by acquiring 100 percent of the voting shares

of Lafayette Bancshares, Inc., Lexington, Missouri,

and thereby indirectly acquire Lafayette County Bank

of Lexington/Wellington, Lexington, Missouri.

South Platte Bancorp and First National Bank of July 21, 1997
Julesburg ESOP, Julesburg, Colorado, for prior

approval to increase ownership of the voting shares of

South Platte Bancorp by 1.41 percent to 34.65

percent.

First National Bancshares, Inc., Great Bend, Kansas, July 25, 1997
for prior approval to acquire 20 percent of the voting

shares of BankWest, Castle Rock, Colorado, a de

novo bank.

Stockmens Financial Corporation, Rushville, July 25, 1997
Nebraska, for prior approval to acquire 20 percent of

the voting shares of BankWest, Castle Rock,

Colorado, a de novo bank.



Federal Reserve Bank of Richmond

Lil ion

The Bank of Floyd, Floyd, Virginia, to
establish a branch at 185 South Main
Street, Hillsville, Virginia.* 7-28-97

First Virginia Bank-Southwest, Roanoke,

Virginia, to merge with Premiers Bank-

South, National Association, Wytheville,

Virginia.* 8-1-97

F & M Bank-Northern Virginia, Fairfax,

Virginia, to establish a branch at 3829

South George Mason Drive, Falls Church,

Virginia.* 8-4-97

F & M Bank-Northern Virginia, Fairfax,
Virginia, to establish a branch at

8432 Old Keene Mill Road, Springfield,
vVirginia.* 8-4-97

Ww xa ral

Application Peri

Horizon Bancorp, Inc., Beckley, West
Virginia, to acquire Beckley Bancorp,

Inc., Beckley, West Virginia.* 8-1-97
= lication: i Fi Sat i rN
Application 01 vi

None.



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or

the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, II, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Lonis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171!

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pear] Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Pegples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pioneer Bancshares,
Inc., Chattanooga, TN

Pioneer Bancshares,
Inc., ESOP, Ponca City,
OK

Plainview Holding

Company,
Pilger, NE

Porter, John D., Jr.,
Mount Hope, KS, and
Hill, Nancy L., Burrton,
KS

Progress Bancshares,
Inc., Sullivan, MO

Provident Financial
Group, Inc., & FGBI
Acquisition Corp., both
of Cincinnati, OH

Farmers Bank of Malone,
Malone, FL

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

Pioneer Bank, F.S.B.,
Chattanooga, TN operating
a savings

association (b)(4)

Pioneer Bancshares, Inc.,
Ponca City, OK, and Bank
& Trust, Ponca City, OK;
Bancshares of Nichols
Hills, Inc., Oklahoma City,
OK; and Bank of Nichols
Hills, Oklahoma City, OK

American National
Creighton Co.,

Creighton, NE, and
American National Bank of
Creighton,

Creighton, NE

Mount Hope Bancshares,
Inc., Mount Hope, KS, and
First National Bank of
Mount Hope, Mount Hope,
KS

Progress Bank of Sullivan,
Sullivan, MO, a
de novo bank

Florida Gulfcoast Bancorp,
Inc., Sarasota, FL, and
Enterprise National Bank of
Sarasota,

Sarasota, FL

CIBC

St. Louis

Cleveland

Atlanta

Kansas City

Kansas City

Kansas City

St. Louis

Cleveland

July 14, 1997

June 12, 1997

May 1, 1997

July 25, 1997

July 18, 1997

June 23, 1997

July 15, 1997

August 8, 1997

July 24, 1997


H2 Additions/Corrections

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

CHANGE IN BANK CONTROL

San Francisco

CCB Financial Corporation, Sandy, Oregon -- change in bank control.
- Permitted, July 1, 1997

COMPETITIVE FACTORS REPORTS

Atlanta

Barnett Bank of Southeast Georgia, Brunswick, Georgia, proposed merger with
Barnett Bank, N.A., Jacksonville, Florida -- report on competitive factors.
- Submitted, June 25, 1997

Atlanta

Barnett Bank, N.A., Jacksonville, Florida, proposed purchase of the assets and
assumption of the liabilities of three branches of Barnett Bank of Southeast Georgia,
Columbus, Georgia -- report on competitive factors.

- Submitted, June 25, 1997

Atlanta

Tberia Savings Bank, New Iberia, Louisiana, proposed merger with Jefferson Bank,
Gretna, Louisiana -- report on competitive factors.
- Submitted, June 25, 1997

San Francisco

Pacific Business Bank, Carson, California, proposed merger with San Gabriel Valley
Bank -- report on competitive factors.
- Submitted, July 3, 1997

Atlanta

Regions Bank, Birmingham, Alabama, proposed merger with Regions Bank of
Georgia, Columbus, Georgia -- report on competitive factors.
- Submitted, June 25, 1997

Atlanta

Regions Bank, Birmingham, Alabama, proposed merger with Regions Bank of
Tennessee, Nashville, Tennessee -- report on competitive factors.
- Submitted, June 25, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending July 11, 1997

SECTION VI - CRA EXAMINATIONS SCHEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Associated Banc-Corp, First Financial Corporation, 4 Chicago August 5, 1997
Green Bay, WI Stevens Point, WI,

and First Financial Bank,

FSB, Stevens

Point, WI owning &

operating a

savings and loan association

(b)(4)
Barnett Banks, Inc., First of America Bank- 4 Atlanta August 15, 1997
Jacksonville, FL Florida, FSB, Tampa, FL

owning, controlling &

operating a savings

association (b)(4)
Crestar Financial American National Bancorp, 4 Richmond August 15, 1997
Corporation, Richmond, Inc., Baltimore, MD,
VA and American National

Savings Bank,

F.S.B., Baltimore, MD

operating a

savings and loan association

(b)(4)
Cross County Bank Cross County Bancshares, CIBC St. Louis August 4, 1997
Employee Stock Inc., Wynne, AR, and
Ownership Plan, Cross County Bank, Wynne,
Wynne, AR AR
Dean Financial Services, The First National 3 Minneapolis August 15, 1997
Inc., St. Paul, MN Corporation of Aitkin, Inc.,

& The First National Bank

of Aitkin, Aitkin, MN; Mid-

Continent Financial

Services, Inc., Bloomington,

MN, & State Bank of

Edgerton,

Edgerton, MN; & The First

State Bank of Eden Prairie,

Eden Prairie, MN
First State Bancshares, First State Bank, Ida Grove, 3 Chicago August 15, 1997
Inc., Ida Grove, IA 1A
Hometown Independent Morton Community Bank, 3 Chicago August 15, 1997
Bancorp, Inc., Morton, Morton,
IL IL



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Marquette Bancshares, Marquette Bank Rochester, 3 Minneapolis August 11, 1997
Inc., Minneapolis, MN N.A., Rochester, MN

McGlasson, Harold Tri-Parish Bancshares, Ltd., CIBC Atlanta August 1, 1997
Edwin, McGlasson, Eunice, LA, and Tri-Parish
Karen Jane Veilon, Bank, Eunice, LA
and Voorhies & Labbe
Profit Sharing Plan, all
of Lafayette,
. LA
NationsBank Montgomery Securities, Inc. 4 Richmond August 6, 1997
Corporation(1), & The Pyramid Company,
Charlotte, NC San Francisco, CA
CONTINUED underwriting &

dealing in, to a limited
extent, all types of debt &
equity

securities other than
interests in open end

investment companies
CONTINUED
NationsBank (See J.P. Morgan & Co., 4 Richmond August 6, 1997
Corporation(2), Inc., The Chase Manhattan
Charlotte, NC Corp.,
CONTINUED Bankers Trust New York
Corp., Citicorp, & Security
Pacific

Corp., 75 Fed. Res. Bull.
192 (1989)); in underwriting
& dealing in obligations of
the United States, general

CONTINUED
NationsBank of states and their political 4 Richmond August 6, 1997
© Corporation(3), subdivisions, and other
Charlotte, NC obligations that state
CONTINUED member banks of the Federal

> Reserve System may be
authorized to underwrite and
deal in under 12 U.S.C. 24
& 335 (bX(8); in acting as
investment or
CONTINUED



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
NationsBank financial advisor (b)(6); in 4 Richmond August 6, 1997
Corporation(4), providing securities
Charlotte, NC brokerage
CONTINUED services (including securities

clearing & securities

execution

services on an exchange),

alone & in combination with

investment advisory services

& incidental activities

CONTINUED
NationsBank (including related securities 4 Richmond August 6, 1997
Corporation(5), credit activities & custodial
Charlotte, NC services) (b)(7); in buying &
CONTINUED selling in the secondary

market all types of securities

on the order of customers as

ariskless principal to

CONTINUED
NationsBank the extent of engaging in a 4 Richmond August 6, 1997
Corporation(6), transaction in which the
Charlotte, NC company, after receiving an
CONTINUED order to buy (or sell) a

security from a customer,

purchases (or sells) the

security for its own account

to offset a contemporaneous

sale to (or purchase

CONTINUED
NationsBank from) the customer (b)(7); in 4 Richmond August 6, 1997
Corporation(7), acting as agent for the
Charlotte, NC private placement of
CONTINUED securities (b)(7)
NSB Holding Corp., Check Depot, Staten Island, 4 New York August 6, 1997
Staten Island, NY NY in check cashing, See

Midland Bank T1, PLC, 76

Fed. Res. Bull. 869 (1990)
O.A.K. Financial Caledonia Financial 3 Chicago August 15, 1997
Corporation, Byron Corporation,
Center, Caledonia, MI, & State
MI Bank of Caledonia,

Caledonia,

MI



Federal Reserve Bank of Chicago

section V - Availability of CRA Public Evaluat

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending July 11, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identification of Rati

o-

SN -

An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

An institution in this group has a needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

An institution in this group has a substantial noncompliance record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

BANK NAME/LOCATION = — EXAMINATIONDATE _— RATINGS

First American Bank 2/18/97 Ss
261 South Western Avenue

Carpentersville, Illinois 601 10-1737

(847) 426-6300

RSSD #850036



H2 Page 5
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

St. Louis
Allegiant Bank, St. Louis, Missouri, proposed purchase of certain assets and
assumption of certain liabilities of the Union and Warrenton branches of Roosevelt
Bank, FSB, Chesterfield, Missouri —- report on competitive factors.
- Submitted, July 11, 1997

Dallas
Bryan-College Station Financial Holding Company, Bryan, Texas, proposed merger
with First Federal Savings Bank -- report on competitive factors.
- Submitted, July 8, 1997

Richmond
Capital One, F.S.B., Falls Church, Virginia, proposed merger with JCPenny

National Bank, Harrington, Delaware -- report on competitive factors.
- Submitted, July 11, 1997

Atlanta
Citizens Bank of Tifton, Tifton, Georgia, proposed merger with The Bank of Ocilla,
Ocilla, Georgia -- report on competitive factors.
- Submitted, July 9, 1997

Atlanta
Cornerstone Community Bank, Chattanooga, Tennessee, proposed merger with The
Bank of East Ridge, East Ridge, Tennessee -- report on competitive factors.
- Submitted, July 9, 1997

San Francisco
Fidelity Federal Bank, A Federal Savings Bank, Glendale, California, proposed
acquisition of the assets and assumption of the liabilities of the Wilshire Boulevard
branch of Coast Federal Bank, Federal Savings Bank, Los Angeles, California --
report on competitive factors.
~ Submitted, July 11, 1997

Kansas City
First National Bank and Trust Company of Syracuse, Syracuse, Nebraska, proposed
acquisition of the assets and assumption of the liabilities of the Syracuse branch of
American National Bank, Nebraska City, Nebraska -- report on competitive factors.
- Submitted, July 8, 1997



H.2 Page 4
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Richmond

First Community Bank of Southwest Virginia, Inc., Tazewell, Virginia -- to acquire
certain assets and assume certain liabilities of the Clintwood branch of First Virginia
Bank - Mountain Empire, Damascus; the Pound branch of Premier Bank - Central,
N.A., Honaker; and the Fort Chiswell branch of Premier - South, National
Association, Wytheville, Virginia.

- Approved, July 9, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

San Francisco
Maxis, Inc., Walnut Creek, California -- deregistration under Regulation G.
- Approved, July 11, 1997

CHANGE IN BANK CONTROL

Atlanta

BancIndependent Inc., Sheffield, Alabama -- change in bank control.
- Permitted, July 7, 1997

Atlanta

Habersham Bancorp, Cornella, Georgia -- change in bank control.
- Permitted, July 11, 1997

St. Louis

Nashoba Bancshares, Inc., Memphis, Tennessee -- change in bank control.
- Permitted, July 9, 1997

Kansas City

Northeastern Wyoming Bank Corporation, Newcastle, Wyoming -- change in bank
control.
- Permitted, July 7, 1997

Richmond

United Financial Banking Companies, Inc., Vienna, Virginia -- change in bank
control.
- Permitted, July 11, 1997



None.

*Application is

Federal Reserve Bank of Richmond

Section IV - Application Not Subject to

E i x

subject to CRA requirements.

wi:

i



H2 Page 7
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

San Francisco
Zions First National Bank, Salt Lake City, Utah, proposed merger with Tri-State
Bank, Montpelier, Idaho -- report on competitive factors.
- Submitted, July 10, 1997

EXTENSIONS OF TIME

San Francisco
AMB Financial Services Corporation, Bainbridge Island, Washington -- extension to
October 9, 1997, to become a bank holding company following the corporate
reorganization of American Marine Bank.
- Granted, July 10, 1997

Chicago
Cole Taylor Bank, Chicago, Illinois -- extension to September 27, 1998, to establish
a branch at the Southwest corner of Skokie Boulevard and Golf Road, Skokie,
Illinois.
- Approved, July 11, 1997

San Francisco
Frontier Financial Corporation, Everett, Washington -- extension to October 11,
1997, to acquire 9.9 percent of the shares of Washington Banking Company, Oak
Harbor, Washington.
- Approved, July 9, 1997

INTERNATIONAL OPERATIONS

Director, BS&R

Chase Manhattan Overseas Banking Corporation and Chase Bank International -- to
relocate their head offices to New York, New York.
- Approved, July 10, 1997

MEMBERSHIP

Kansas City

Citizens Bank of Tulsa, Tulsa, Oklahoma -- to become a member of the Federal
Reserve System.
- Approved, July 8, 1997



Branch

Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

Section I - Applications Subject to N
Notice Only

Application

1st Source Bank

South Bend, Indiana
973 South Centerville Road
Sturgis, Michigan

First American Bank

Carpentersville, Illinois
33 West Monroe Street
Chicago, Illinois

UnionBank

Streator, Illinois
UnionBank/Sandwich
Sandwich, Illinois
and to establish a branch at
Route 34 and Center Street
Plano, Illinois

Tiskilwa State Bank
Tiskilwa, Illinois
Tampico National Bank
Tampico, Illinois
First National Bank of Manlius
Manlius, Illinois
and to establish branches at
601 S. Main Street
Princeton, Illinois
1839 N. Main Street
Princeton, Illinois

Comment Period

Ending Date
NP - 7-7-97

NP - 7-11-97

NP - 7-25-97

NP - 7-25-97


Federal Reserve Release

H.2

Actions of the Board, Its Staff,
and the Federal Reserve Banks:

Applications and Reports Received

No. 28
Week Ending July 12, 1997

Board of Governors of the Federal Reserve System, Washington, DC 20551



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Banterra Corp,
Eldorado, IL

Biggs, Daniel Biggs;
Grimes, Merlin; ED&J,
Inc., c/o David Marmie;
Carr, Ronald and Call,
Dennis; and Southard,
R. Joe, all of Great
Bend, KS

Bryan Family
Management Trust,
Bryan, TX, and Bryan-
Heritage Limited
Partnership, Bryan, TX

Bryan, James Hugh,
Jasper, GA

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR
CORRECTION

Caisse Nationale de
Credit Agricole Paris,
France

Central Illinois Bancorp,
Sidney, IL

1st Bancorp Vienna, Inc.,
Vienna,

IL, First State Bank of
Vienna, Vienna, IL

First Wakeeney Agency,
Inc., Wakeeney, KS, and
Interstate Bank, Great
Bend, KS

Bryan-Heritage Limited
Partnership, Bryan, TX, and
The First National Bank of
Bryan, Bryan, TX

JBC Bancshares, Inc.,
Jasper, GA, and

Jasper Banking Company,
Jasper, GA

The Capital Bank, Cabot,
AR

The Capital Bank, Little
Rock, AR

The Capital Bank, Little
Rock, AR

Credit Agricole Indosuez,
Paris, France, and Indosuez
Investment Management
Services, Inc.,

Menlo Park, CA investment
management and advisory
services (b)(6)

First Ozaukee Capital
Corporation,
Cedarburg, WI, and
First Ozaukee Savings
Bank,

Cedarburg, WI

CIBC

CIBC

4

St. Louis

Kansas City

Dallas

Atlanta

St. Louis

St. Louis

St. Louis

Chicago

Chicago

July 18, 1997

July 3, 1997

July 21, 1997

July 10, 1997

July 11, 1997

August 11, 1997

July 11, 1997

July 25, 1997

June 26, 1997


FEDERAL RESERVE BANK OF NEW YORK

Comment Period
SECTION I
Applications Subject to Newspaper
____Notice Only __

The Bank of New York, New York, New York to establish full
service branches at each of the following King Kullen Supermarket
locations: 88 Veterans Highway, Commack, New York, and 455 Park
Avenue, Lindenhurst, New York. 1/ 7/28/97

SECTION II

Applications Subject to Both

SECTION Hit

. Nonbanking Applications

None.
SECTION IV
Applications Not Involving
Public Comment _
None.

SECTION V
Availability of CRA Public Evaluati

In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY

C Period Endi D
NONE

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
C iod Endi

NONE

SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
mi iod ding I

NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO
FEDERAL REGISTER OR NEWSPAPER NOTICE

NONE

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

Examination Date Rating**
NONE

SECTION VI_- APPLICATIONS BULLETIN

- Effective April 21, 1997, information regarding the comment periods associated with
applications and notices submitted to the Federal Reserve Bank of Boston for
_ processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available
24 hours a day by calling the following
toll-free number 1-800-896-9480.

*Subject to CRA.

**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Patel, Susma; Patel,
Suketu Madhusudan
(Suku); Patel, Parimal
Kantibhai (Perry);
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group

Patel, Susma;Patel
(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

Pathfinder Bancorp,
MHC, Oswego, NY

PBT Bancshares, Inc.,
McPherson, KS

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

First Bankshares, Inc., CIBC Atlanta
Longwood, FL, and First

National Bank of Central

Florida, Longwood, FL

First Bankshares, Inc., CIBC Atlanta
Longwood, FL, and

First National Bank of

Central Florida, Longwood,

FI

Pathfinder Bancorp, 3 New York
Oswego, NY, and Stock

Holding Company,

Oswego, NY

and Oswego City Savings

Bank, Oswego,

NY

Yoder Bankshares, Inc., 3
Yoder, KS, and Farmers

State Bank,

Yoder, KS

Kansas City

Gateway Bancorp, Inc., 4 Cleveland
Catlettsburg, KY, and

Catlettsburg Federal

Savings Bank, Catlettsburg,

KY operating a savings

association (b)(4)(ii)

Peoples-Marion Bancorp, 3 St. Louis
Inc.,

Marion, KY

June 26, 1997

May 30, 1997

August 7, 1997

June 6, 1997

August 1, 1997

June 12, 1997



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of July 11, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation ¥ (12
CER Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

ABC Bancorp, Moultrie, Irwin Bankcorp, Inc., 3 Atlanta July 18, 1997
GA Ocilla, GA and Bank of

Ocilla, Ocilla, GA
Altus NBC Corporation, NBC Corporation, Inc., 4 Kansas City June 25, 1997
Inc., Oklahoma City, Oklahoma City, OK, and
OK NBC Technologies, Inc.,

Oklahoma City, OK

providing data

Processing services (b)(14)
AMFED Financial, Inc., Norwest Bank Nevada, 3 Minneapolis July 14, 1997

Minneapolis, MN

National Association, Las
Vegas, NV



RESERVE BANK APPLICATIONS BULLETIN ____ Forweek ending July 11,1997

FEDERAL RESERVE BANK OF ST. LOUIS
JECTION VY - ITY OF
ification of Ratings:
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
97neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

ank RSSD Name of Bank Examination | Examination!
Number Bank Address Date Rating

None



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Century Acquisition
Corporation, Hurst, TX

Century Bancorp, MHC,
Bridgeton, NJ;

and Century Bancorp,
Inc.,

Bridgeton, NJ

Century South Banks,
Inc., Dahlonega, GA

Chaparral Bancshares,
Inc., Richardson, TX,
and

Chaparral Delaware
Bancshares, Inc., Dover,
DE

Citizens Bancshares
Company, Chillicothe,
MO

Citizens National
Corporation, Paintsville,
KY

Comerzbank AG,
Frankfurt am Main,
Germany

Century Capital Financial, 3
Inc., Kilgore, TX,

and Century Capital

Financial, Inc.,

Kilgore, TX, and City

National Bank, Kilgore, TX

Century Savings Bank, 3
Bridgeton, NJ

Bank Corporation of 3
Georgia, Macon, GA, and

First South Banks, N.A.,

Macon,

GA, and AmeriBank, N.A.,
Savannah, GA

Van Alstyne Financial 3
Corporation, Van Alstyne,

TX, and First National

Bank of Van Alstyne, Van
Alstyne, TX

John Birchfield and Debbie 4
Keele, the purchase and
servicing of

accounts receivable (b)(1)

Josephine Bancshares, Inc., 3
Prestonburg, KY, and The

Bank Josephine,

Prestonburg, KY

CAM Acquisition, LLC, 4
Wilmington, DE
Montgomery Asset
Mangement, L.P.,
Montgomery Services,
LLC,

all of San Francisco, CA,
securities activities (b)(7)(i)
and (iii); financial &
Investment advisory
services (b)(6);
administrative services

Kansas City

Philadelphia

Atlanta

Dallas

Kansas City

Cleveland

New York

July 21, 1997

May 1, 1997

July 18, 1997

August 8, 1997

July 30, 1997

July 28, 1997

May 14, 1997



RESERVE BANK APPLICATIONS BULLETIN - For week ending July 11, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
T : I T iP R NOT

* Section 9 branch notification by Citizens Bank,
New Haven, Missouri, to establish a branch at
2245 West Osage, Pacific, Missouri. 8-8-97

TION II - APPL T TO BOTH
PAPE) iD IE REGISTER T

Application End of Comment Period

* Section 3(a)(3) notification by Cabot Bankshares,

Inc., Cabot, Arkansas, to acquire 7.7 percent of

Capital Bank, Little Rock, Arkansas, a proposed

de novo bank. N/A

Change in control notification involving Cross County
Bancshares, Inc., Wynne, Arkansas, by the Cross
County Bank Employee Stock Ownership Plan, Wynne,

Arkansas. N/A

W- L
Application End of Comment Period
None.

None.

* This notification is subject to CRA.



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed since the H.2A dated July 11, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CER Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later
than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are
listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Associated Banc-
Corp(1), Green Bay, WI
CONTINUED

Associated Banc-
Corp(2), Green Bay, WI
CONTINUED

First Financial Corporation, 4 ‘

Stevens Point, WI,

and First Financial Bank,
FSB, Stevens Point, WI
owning and operating a
savings and loan association
(b)(4); Appraisal Services,
Inc., Milwaukee, WI
performing appraisals of real
estate &

CONTINUED

Chicago

tangible personal property 4
(b)(2); & First Financial

Card Services Bank, N.A.,
Stevens Point, WI operating

Chicago

a
credit card bank (b)(1) and
Q)

August 15, 1997

August 15, 1997


H.2

Page 6

July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Philadelphia

Harleysville National Bank and Trust Company, Harleysville, Pennsylvania,
proposed acquisition of the assets and assumption of the liabilities of one branch of
Blue Ball National Bank, Blue Ball, Pennsylvania -- report on competitive factors.
- Submitted, July 9, 1997

St. Louis

Mercantile Bank of Hlinois, proposed merger with Mark Twain Illinois Bank,
Belleville, Illinois -- report on competitive factors.
- Submitted, July 9, 1997

Chicago
North Shore Bank, F.S.B., Brookfield, Illinois, proposed purchase of the assets and
assumption of the liabilities of the Algoma, Wisconsin, branch of Security Bank,
S.S.B., Milwuakee, Wisconsin -- report on competitive factors.
- Submitted, July 11, 1997

Chicago
Pacesetter Bank of Hartford City, Hartford City, Indiana, proposed merger with

Pacesetter Bank of Montpelier, Montpelier, Indiana -- report on competitive factors.
- Submitted, July 11, 1997

Chicago
Parkway Bank and Trust Company, Harwood Heights, Illinois, proposed merger

with Jefferson State Bank, Chicago, Illinois -- report on competitive factors.
- Submitted, July 11, 1997

Atlanta

SouthFirst Bancshares, Inc., Sylacauga, Alabama, proposed acquisition of the assets
and assumption of the liabilities of First Federal Savings and Loan Association of
Chilton County, Clanton, Alabama, by merging with First Federal of the South,
Sylacauga, Alabama -- report on competitive factors.

- Submitted, July 9, 1997

Boston

Weymouth Savings Bank, Weymouth, Massachusetts, proposed merger with South

Weymouth Savings Bank, South Weymouth, Massachusetts -- report on competitive
factors.

- Submitted, July 10, 1997



Federal Reserve Bank of Atlanta

ions in fo ing Jul:

Secti - Applicati ubj
WS) Fe ister Noti

Application Ci iod Endi

Tennessee State Bancshares, Inc. Not yet available*
Pigeon Forge, Tennessee

Change in control notice by Richard Todd Proffitt to acquire an additional 57.4 percent of the

outstanding shares of common stock of Tennessee State Bancshares, Inc., Pigeon Forge, Tennessee

(formerly Gatlinburg, Tennessee). Total ownership will equal 57.8 percent.

ion 3 - ications Subj. ral Regi
Application Co iod Ending D:
None.
tion 4 - ications No! j
ral i ice or N ice
Applicati
None.

*Subject to the provisions of the Community Reinvestment Act.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Marshall & Ilsey Security Capital 3 Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,

Security Bank, S.S.B.,

Milwaukee, WI
Maypearl Bancshares, First State Bank, Maypearl, 3 Dallas August 7, 1997
Inc., Maypearl, TX, and TX
Maypearl Holdings,
Inc., Wilmington, DE
Middleburg Bancorp, Lincoln Federal Savings 4 St. Louis July 24, 1997
Inc., Middleburg, KY Bank, Liberty, KY in the

operation of a federal

savings bank (b)(4)
Moody Bancshares, The Bank of Galveston, 3 Dallas June 30, 1997
Inc., Galveston, TX, and N.A,,
Moody Bank Holding Galveston, TX
Company, Reno, NV
Moyer, George H., Jr., Madison Bancshares, Inc., CIBC Kansas City June 26, 1997
Madison, NE, and Madison, NE, and The
Moyer, Jon M., Bank of Madison, Madison,
Madison, NE NE
MSB Mutual Holding Manasquan Savings Bank, 3 New York June 27, 1997
Company, and MSB Wall Township, NJ
Financial
Corp., both of Wall
Township, NJ
Murfreesboro Bancorp, Bank of Murfreesboro, 3 Atlanta July 18, 1997
Inc., Murfreesboro, TN Murfreesboro, TN
National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997

Bancshares, Inc.,
Evansville, IN

Bridgeport, IL, and First
National Bank of
Bridgeport, Bridgeport, IL.



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA.
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA.
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of July 7, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

Section I - Applications subject to both newspaper and Federal Register notice

Comment period
Type Application ending date
*Section 3(a)(1) Maypearl Bancshares, Inc., Maypearl, TX, to acquire *4*97/08/04
Maypearl Holdings, Inc., Wilmington, DE, and
First State Bank, Maypearl, TX
*Section 3(a)(1) Maypear! Holdings, Inc., Wilmington, DE, to acquire **97/08/04
First State Bank, Maypearl, TX
*Section 3(a)(3) Chaparral Bancshares, Inc., Richardson, TX, and **N/A

Chaparral Delaware Bancshares, Inc., Dover, DE,

to acquire Van Alstyne Financial Corporation,

Van Alstyne, TX, and First National Bank of Van Alstyne,
Van Alstyne, TX

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.



Federal Reserve Bank of Dallas

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.

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

Comment period
Type Application ending date

None.



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank End of comment period

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

First National Bank of
Julesburg and South
Platte Bancorp, ESOP,
Julesberg, CO

First National Bank
Shares, LTD., Great
Bend,

KS

First State Bancshares,
Inc., Farmington, MO

Florida Bancshares, Inc.,
Dade City, FL

Gideon Bancshares

Company,
Dexter, MO

Greenblatt, Leon A., Ill,
and Chiplease, Inc.,
both of Chicago, IL

Greer, Elmo,
East Bernstadt, KY

Harris Financial MHC,
Harrisburg, PA

Interim First National Bank = 3 Kansas City June 27, 1997
of Gallatin,

Gallatin, MO,

First National Bank of

Gallatin,

Gallatin, MO

South Platte Bancorp, 3 Kansas City July 21, 1997
Julesburg, CO

BankWest (a 3 Kansas City July 25, 1997
de novo bank), Castle Rock,
co

Perry County Financial 4 St. Louis August 1, 1997
Corporation, Perryville,

MO, and ‘

Perry County Savings

Bank, FSB,

Perryville, MO operating a

savings

association (b)(4)

First National Bank of 3 Atlanta April 21, 1997
Pasco,
Dade City, FL

First Midwest Bank of 3 St. Louis June 20, 1997
Chaffee,
Chaffee, MO.

Home Financial Bancorp, CIBC Chicago July 9, 1997
Spencer, IN, and Owen

Community Bank, S.B.,

Spencer, IN

Cumberland Valley CIBC Cleveland May 23, 1997
Financial Company,
London, KY

Harris Financial Inc., 3 Philadelphia March 27, 1997
Harrisburg, PA;

Harris Savings Bank,

Harrisburg, PA



Type
3(@)3)

CoC-HC

CoC-HC

3(@)3)

3a)

3¢a)(1)

Federal Reserve Bank of Chicago

Bank of Elmwood Employee Stock Ownership
Plan and Trust*
Racine, Wisconsin
Elmwood Financial Corporation
Racine, Wisconsin
Bank of Elmwood
Racine, Wisconsin

Damen Financial Corporation
Schaumburg, Illinois
By Jackson Boulevard Fund, Ltd.,

First Midwest Bancorp, Inc.
Ttasca, Illinois
By Geraldine C. Cowlin

First Midwest Bancorp, Inc.
Ttasca, IIlinois
SparBank, Incorporated
McHenry, Illinois
McHenry State Bank
McHenry, Illinois

Northwest Suburban Bancorp, Inc.*
Arlington Heights, Illinois

Mount Prospect National Bank

Mount Prospect, Illinois (in organization)

Progressive Bancorp, Inc.*
Pekin, Illinois
Pekin Savings Bank, S.B.
Pekin, Ilinois

Comment Period
Ending Date

FR - 8-4-97
NP - 7-24-97

FR - 7-21-97
NP - 7-28-97

FR - 7-28-97
NP - 7-28-97

FR - **
NP - **



Applicant or notificant

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Keystone Financial,
Inc., Harrisburg, PA

Lashute, Ronald J.,
Opelousas, LA

Leake Family
Partnership, L.P.,
Jackson,

MS

Lexington B & L
Financial Corp.,
Lexington,

MO

Lloyds TSB Group

PLC, and Lloyds Bank
PLC,
both of London, England

Acquiree or activity Section of law Reserve Bank
Greater Pacific Bancshares, CIBC San Francisco
Whittier, CA;

Bank of Whittier, N.A.,

Whittier, CA

Kentucky Home Bank, 3 San Francisco

Bardstown, KY

MMC &P, Inc., Pittsburgh, 4
PA employee benfits
consulting services (b)(9)

Philadelphia

American Bancorp, Inc., CIBC Atlanta
Opelousas, LA

and American Bank &

Trust Company,

Opelousas, LA

Citizens Capital CIBC
Corporation, Magee, MS,

and

Citizens State Bank, Magee,

MS

Atlanta

Lafayette Bancshares, Inc., 3 and 4
Lexington, MO, and

Lafayette

County Bank of
Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)

Kansas City

IAI Holdings Inc., 4 New York
Investment Advisers, Inc.,

Minneapolis, MN, trust

services (b)(3); investment

advisory services (b)(4);

full-service brokerage

(b)(15); foreign exchange

execution & advisory

services, and other advisory

& administrative services

End of comment period

May 5, 1997

April 17, 1997

July 29, 1997

May 23, 1997

July 23, 1997

August 4, 1997

March 26, 1997


Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



H2 Page 2
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Atlanta

Century South Banks, Inc., Gainesville, Georgia - to merge with Bank Corporation
of Georgia, Macon, Georgia, and acquire First South Bank, N.A., and AmeriBank,
N.A., Savannah, Georgia.

- Approved, July 11, 1997

St. Louis

City Bancorp, Springfield, Missouri -- to acquire shares of The Bank, a proposed de
novo bank.
- Approved, July 9, 1997

Atlanta

Commercial Bancshares of Ozark, Ozark, Alabama -- to acquire Commercial Bank
of Ozar!
- Approved, July 9, 1997

Chicago

CoVest Bancshares, Inc., Des Plaines, Illinois -- to acquire CoVest Banc, N.A.
- Approved, July 10, 1997

Chicago

Edgar County Banc Shares, Inc., Paris, Illinois — to acquire Kansas Banc
Corporation, Kansas, Illinois, and Kansas State Bank.
- Approved, July 9, 1997

Chicago

F & M Bancorporation, Inc., Kaukauna, Wisconsin, and F & M Merger Corporation
+- to acquire Clear Lake Bancorp, Inc., Clear Lake, Wisconsin, and Landmark Bank.
- Approved, July 10, 1997

Philadelphia
Fulton Financial Corp., Lancaster, Pennsylvania -- to acquire The Peoples Bank of
Elkton, Elkton, Maryland.
- Approved, July 7, 1997

Kansas City
Gold Banc Corporation, Inc., Leawood, Kansas -- to acquire Ps Jes Bancshares,
Inc., Clay Center, Kansas. “oP
- Approved, July 7, 1997



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank End of comment period
Bank of Elmwood Elmwood Financial 3 Chicago August 4, 1997
Employee Stock Corporation, Racine, WI,
Ownership Plan and and Bank of Elmwood,
Trust, Racine, WI Racine, WI
Bank of Idaho Holding Bank of Eastern Idaho, 3 San Francisco June 9, 1997
Company, Idaho Falls, ID
Idaho Falls, ID
Bank of New York State Street Boston 3and4 New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;

State Street Bank and Trust

Company,

Boston, MA

trust, securities and data

processing activities (b)(3),

(b)(4), and (b)(7)
Bankers Trust New Alex Brown Inc., 4 New York July 3, 1997
York Corporation(1), Baltimore, MD,
New York, NY underwriting & dealing in,
CONTINUED to a limited extent, all types

of debt & equity securities

other than interests in open

end investment companies;

making, acquiring,

brokering & servicing loans

or other extensions of

CONTINUED
Bankers Trust New credit (b)(1); trust company 4 New York July 3, 1997
York Corporation(2), activities (b)(5); acting as
New York, NY investment or financial
CONTINUED advisor (b)(6); securities

brokerage services (b)(7);

buying & selling securities

(b)(7); acting as agent for

the private placement of

securities (b)(7);

CONTINUED
Bankers Trust New underwriting & dealing in 4 New York July 3, 1997
York Corporation(3), obligations of the U.S.
New York, NY (b)(8); providing
CONTINUED administrative & other

services to investment
companies.



Applicant or notificant

Acquiree or activ’

Section of law

Reserve Bank

End of comment period

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(1),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(2),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(3),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(4),
both of Vienna, Austria
CONTINUED

Creditanstalt-Bankverein,
Vienna, Austria, and
thereby CA Trade Finance
Services, Inc., Greenwich,
CT in export trade and lease
finance activities (b)(1) &
(2); CA Tradeco, Inc.,
Greenwich, CT in
community development
activities (b)(12);
CONTINUED

Creditanstalt-A.W.T. Trade
Finance Co., New York,
NY

in export trade finance
activities (b)(1) & (2);
Creditanstalt Corporate
Finance, Inc., Greenwich,
CT in corporate

finance and commercial
lending activities (b)(1) &
(2);

CONTINUED

Creditanstalt Equipment
Leasing, Inc., Greenwich,
CT in full payment lease
financing (b)(3);
Creditanstalt International
Advisers, Inc., New York,
NY in securities brokerage,
private placement &
riskless principal activities,
CONTINUED

provides merger-
acquisition, corporate
finance & investment
advice & research (b)(6) &
(b)(7); Creditanstalt
International Asset
Management, Inc., New
York, NY providing
investment management &
economic research (b)(6);
CONTINUED

New York

New York

New York

New York

July 14, 1997

July 14, 1997

July 14, 1997

July 14, 1997



End of comment period

Applicant or notificant Acquiree or activity Section of law Reserve Bank
Horizon Bancorp, Inc., Beckley Bancorp, Inc., 4 Richmond
Beckley, WV Beckley, WV, and

Beckley Federal Savings

Bank, Beckley,

WV operating a savings and

loan

association (b)(4)
Jackson Boulevard Fund, — Damen Financial CIBC Chicago
Ltd., Chicago, IL Corporation, Schaumburg,

IL, Damen National Bank,

Schaumburg, IL
KeyCorp(1), Cleveland, Key Capital Markets, Inc., 4 Cleveland
OH Cleveland, OH underwriting
CONTINUED & dealing in all types of

debt and equity securities

(other

than ownership interests in

open-end investment

companies) J.P. Moran &

Co., Inc., The Chase

Manhattan Corp.,

CONTINUED
KeyCorp(2), Cleveland, Bankers Trust New York 4 Cleveland
OH Corp., Citicorp and Security
CONTINUED Pacific Corp., 75 Fed. Res.

Bull. 192 (1989); providing

certain financial &

investment advisory services

providing certain agency

transactional services for

customer investments

CONTINUED
KeyCorp(3), Cleveland, & engaging in certain 4 Cleveland
OH investment transactions &

principal (b)(6), (7) & (8)
Lagomarsino, Richard A, | Americorp, Ventura, CA, CIBC San Francisco
and Robert J., and American Commercial
both of Ventura, CA, & Bank, Ventura, CA
Wood, Catherine S.,
Carpinteria,
CA; acting in concert
Maries County Bancorp, Progress Bancshares, Inc., 3 St. Louis
Inc., Vienna, MO Sullivan, MO, and Progress

Bank of Sullivan, Sullivan,
MO, a de novo bank

August 14, 1997

August 1, 1997

August 1, 1997

August 1, 1997

August 1, 1997

August 6, 1997

August 15, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

TI - LABILITY id IN:

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending July 14, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Bank/Locati Examination D CRA Ratin:

NONE NONE NONE



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Huntington Bancshares customer investments Cleveland July 18, 1997
Incorporated(4), (b)(7); and First Michigan
Columbus, OH Life Insurance Co.,
CONTINUED Holland, MI insurance
agency underwriting
(6y(11);
Huntington Bancshares, underwriting & dealing toa Cleveland June 17, 1997
Inc.(A), Columbus, OH, limited extent in all types of
Huntington Capital debt securities, including
Corp., corporate debt, sovereign
Columbus, OH debt securities, mortgage
CONTINUED revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.
Morgan & Co.
CONTINUED
Huntington Bancshares, The Chase Manhattan Cleveland June 17, 1997
Inc.(B), Corp., Bankers Trust New
Columbus, OH York Corp., Citicorp and
CONTINUED Security Pacific Corp. (75.
Fed. Res. Bull. 192 (1989)
CONTINUED
Industrial Bank of Aubrey G. Lanston & Co., New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities
activities (b)(7); data
processing (b\(14);
financial & investment
activities (b)(6); and
underwriting (b)(8)
Intra Financial Peoples Bancorp of Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
J&L Holdings Limited American National Kansas City July 18, 1997
Partnership, and Creighton
Plainview Company, Creighton, NE

Holding Company, both
of Pilger, NE



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
RCB Holding Company, Northeastern Oklahoma 3 Kansas City July 25, 1997
Claremore, OK Bancshares, Inc., Inola, OK,

and Bank of Inola, Inola,

OK
Remington, Thomas J., Clatonia Bancshares, Inc., CIBC Kansas City July 18, 1997
and S. June, both of Clatonia, NE, and
Lincoln, Farmers Bank of Clatonia,
NE, and Remingrton, Clatonia, NE
Ada E., McCook,
Nebraska
Republic Bancshares, F.F.O. Financial Group, 4 Atlanta May 23, 1997
Inc., Inc.,
St. Petersburg, FL St. Cloud, FL, and First

Federal Savings and Loan

Association of Ocelola

County, Kissimmee, FL,

operating a savings

association (b\4)ii)
Rossenberg, Clifford R., Security First Bank, CIBC San Francisco May 27, 1997
Sunset Beach, CA Fullerton, CA
Royal Bank of Canada, RBC Dominion Securities 4 New York July 30, 1997
Toronto, Canada Corporation, New York,

NY securities and FCM

(b)(7) & (bX8)
Santa Barbara Bancorp, Citizens State 3 San Francisco July 25, 1997
Santa Barbara, CA Bank of Santa Paula, Santa

Paula, CA
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State

Bancshares

of Sabetha, Inc., Sabetha,

KS; Farmers

State Bank, Sabetha, KS;

Peoples Bancorp of

Belleville, Inc., and Peoples

Bank of

Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA

Centralia, WA



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

Ending date of
Type Application comment period

NONE

Footnotes

Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under
CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating

NONE

Footnotes



H.2
July 6, 1997 to July 12, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Abbreviations: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community
Affairs; FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and Payment
Systems; IF - International Finance; OSDM - Office of Staff Director for Management

BANK BRANCHES, DOMESTIC

Secretary
Bank of Utah, Ogden, Utah -- to establish a branch at 717 West 1981 North, Layton,
Utah.
- Approved, July 10, 1997

Secretary
Centura Bank, Rocky Mount, North Carolina -- to establish a branch at 1900
Republic Road, Virginia Beach, Virginia.
- Approved, July 10, 1997

Richmond

F&M Bank-Allegiance, Inc., Bethesda, Maryland -- to establish a branch at 9401
Key West Avenue, Rockville, Maryland.
- Approved, July 11, 1997

Minneapolis
Peninsula Bank, Ishpeming, Michigan -- to establish a branch in Negaunce,
Michigan.
- Approved, July 8, 1997

Philadelphia

Pennsylvania State Bank, Camp Hill, Pennsylvania -- to establish a branch at One
North Hanover Street, Borough of Carlisle, Cumberland County, Pennsylvania.
- Approved, July 9, 1997

BANK HOLDING COMPANIES

Kansas City
Binger Agency, Inc., Binger, Oklahoma -- to merge with Midstate Bancorp, Inc.,
Hinton, Oklahoma.
- Approved, July 7, 1997

St. Louis
Central Bancompany, Inc., Jefferson City, Missouri -- to acquire Farmers and
Traders Bancshares, Inc., California, Missouri, and Farmers and Traders Bank.
- Approved, July 10, 1997



J of - AVAILABILIT: VALUATI
Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

CRA Public CRA
Bank/Location RSSD# Exam Date __Date Rating
BancFirst 1386251 3-17-97 7-10-97 Satisfactory

P.O. Box 26788
Oklahoma City, OK 73126

*Application is subject to CRA



Federal Reserve Bank of Chicago

- icati i
Notice Only cont’d
Comment Period

Type Application Ending Date
NP - 7-25-97

Omni Bank

Macomb, Illinois
Farmers State Bank of Ferris
Ferris, Illinois
and to establish a branch at
Main Street, Ferris, Illinois

Merger & Branch

NP - Newspaper

FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act

** - Not available at this time


No. 28

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Regulation B -- request for comment on proposed amendments to the model forms
to oe to recent amendments to the Fair Credit Reporting Act (Docket
R-0978).

- Approved, July 7, 1997

Truth in Lending Act and the Real Estate Settlement Procedures Act -- joint public
forum with the Department of Housing and Urban Development concerning the
streamlining of TILA and RESPA, to be held on July 30, 1997, from 8:15 a.m.
until 4:30 p.m. in Dining Room E on the Terrace level of the Federal Reserve
Board's Martin Building, located on C Street Northwest between 20th and 2Ist
Streets, Washington, D.C.

- Announced, July 8, 1997

ENFORCEMENT

Postipankki Ltd., Helsinski, Finland, a foreign bank and its New York branch --
order of assessment of a civil money penalty.
- Announced, July 11, 1997



Applicant or notificant

Acquiree or activity

Commerce Bancshares,
Inc., Kansas City, MO,
and CBI-Kansas Inc.,
Kansas City, MO

Commercial
Bancshares, Inc.,
Texarkana, AR

Community Bancshares,
Inc., Butler, MO.

Community Bancshares,
Inc., Denver, CO

Community National
Bancorporation,
Waterloo, JA

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A., Rabobank
Nederland, Utrecht,
Netherlands; and
Smith Graham & Co.
Asset Managers L.P.,
Houston, TX

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(1), Rabobank
Nederland, Utrecht, The
Netherlands
CONTINUED

CNB Bancorp, Inc.,
Independence,

KS, and Citizens National
Bank,

Independence, KS

Citizens State
Bank, Hempstead, TX

Citizens Bank, Appleton
City, MO

Upper Rio Grande Bank
Corporation, Del Norte,
CO, and Rio Grande
County Bank, Del Norte,
co

Community National Bank
(in organization),
Waterloo, IA.

Financial advisor (b)(1) &
(2)

Smith Graham & Co. Asset
Managers L.P., Houston,
TX, & SGR Global
Advisers, Houston, TX, &
Robeco Institutional Asset
Management US, Inc.,
Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED

3

3

4

Section of law Reserve Bank

Kansas City

St. Louis

Kansas City

Kansas City

Chicago

New York

New York

End of comment period

August 8, 1997

July 29, 1997

July 31, 1997

July 28, 1997

July 29, 1997

June 17, 1997

July 10, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Onl.

Comment Period

Application —Ending Date _
NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice

Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota for August 4, 1997
prior approval to acquire 100% of the voting shares (Federal Register)

of The Bank of the Southwest, N.A., Pagosa Springs, Colorado.*

Marquette Bancshares, Inc., Minneapolis, Minnesota for prior Not yet available
approval to acquire 100% of the voting shares of the
Marquette Bank Rochester, N.A., Rochester, Minnesota. *

Dean Financial Services, Inc., St. Paul, Minnesota for prior Not yet available
approval to acquire 100% of the voting shares of the First

National Corporation of Aitkin, Inc., Aitkin, Minnesota;

100% of the voting shares of Mid-Continent Financial

Services, Inc., Bloomington, Minnesota; and 100% of the

voting shares of the First State Bank of Eden Prairie,

Eden Prairie, Minnesota. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only

Comment Period

Application Ending Date
NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to

Federal Register Notice or Newspaper Notice
Application

NONE.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 7/11/97

Section V = Availability of CRA Public Evaluat

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Instituti I . Examination D Ratine*
Citizens State Bank of 948 E. Main Street 3/10/97 Outstanding
Santa Paula Santa Paula, CA 93061
(805) 525-4413

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its
overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially
deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

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.



Federal Reserve Bank of Chicago

Section IIL - Applications Subject to Federal Regi

Notice Only
Comment Period
4(c)(8) Caisse Nationale de Credit Agricole FR - 7-25-97

Paris, France
Indosuez Investment Management Services, Inc.
Menlo Park, California



Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate income

neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient . .

record of ascertaining and hes, ing to meet the credit needs of its entire

delineated community, including low- and moderate- income
neighborhoods, in a manner consistent with its resources and capabilities.

Week Ending July 12, 1997
NAME OF BANK RATING EXAMINATION DATE

None.

1/ Subject to provisions of Community Reinvestment Act.

2/ Later of dates specified in newspaper and Federal Register notices.

3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
United Bankshares, Inc., First Patriot Bankshares 3 Richmond June 16, 1997
Charleston, WV Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA
United Community First Clayton Bancshares, 3 Atlanta August 8, 1997
Banks Inc., Blairsville, Inc., Clayton, GA, and
GA First Clayton Bank and

Trust Company,

Clayton, GA
United Rossevelt MHC, United Rossevelt 3 New York June 23, 1997
and United Rossevelt Savings Bank,
Bancorp, Carteret, NJ
both of Carteret, NJ
Valcourt, Jeffery T., United Financial Banking CIBC Atlanta June 5, 1997
Arlington, VA Companies, Inc.,

Vienna, VA, and

The Business Bank,

Vienna, VA
Waterman, Charles E. South Holland Bancorp, CIBC Chicago July 10, 1997
Frankfort, IL Inc., South Holland, IL, and

South Holland Trust &

Savings Bank, South

Holland, IL
Wenig, Fred and Lincoln Bancshares, Inc., CIBC Kansas City July 16, 1997
Rayma, Lincoln, MO Lincoln,

MO, and The Farmers Bank

of

Lincoln, Lincoln, MO
Young, David E., East Ridge CIBC Atlanta July 22, 1997
Chattanooga, TN Bancshares, Inc., East

Ridge, TN, and Bank of

East Ridge, East Ridge, TN
Zions Bancorporation, Tri-State Bank, 3 San Francisco June 6, 1997

Salt Lake City, UT

Montpelier, ID



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(2), Rabobank
Nederland, Utrecht, The
Netherlands
CONTINUED

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(3), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(4), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

CoreStates Financial
Corp., Philadelphia, PA

Corley, John William,
ay

Monticello, IL
CONTINUED

Smith Graham & Co. Asset
Managers L.P., and SGR
Global Advisors, and
Robeco Institutional Asset
Management US, Inc., and
AEA Global Advisors,
LLC, and Smith Graham &
Co. Asset Managers L,P.,
and SGR Global Advisers,
CONTINUED

Robeco Institutional Asset
Management US, Inc., and
AEA Global Advisors LLC,
in investment (b)(6), as a
general partner to and
providing administrative
services to investment
partnerships, including
placing interests in such
partnerships, CONTINUED

in acting as a commodity
pool operator, and in
providing administrative
services to open-end
investment companies

CoreStates Securities Corp.,
Philadelphia, PA,
underwriting; lending
(b)(1); investment advice
(b)(6); and management
consulting (b)(9)

First State Bancorp of
Monticello, Inc.,
Monticello, IL

State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED

New York

New York

New York

Philadelphia

Chicago

July 10, 1997

July 10, 1997

July 10, 1997

June 27, 1997

May 16, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Eggemeyer Advisory
Corp., San Diego, CA,
and Castle Creek
Capital, L.L.C., San
Diego, CA, Castle Creek
Capital Partners Fund -
I, L.P., San Diego, CA,
and Western Bancorp,
Laguna Niguel, CA.

Enterbank Holdings,
Inc., Clayton, MO

Estrin Associates,
L.L.C. and Estrin
Family Limited
Partnership, Bethesda,
MD

F.N.B. Corporation,
Hermitage, PA

FBA Bancorp, Inc.,
Chicago, IL

SC Bancorp, Anaheim, CA,
and Southern California
Bank, Anaheim, CA

City Bancorp,

Springfield, MO, and THE
BANK (a

proposed de novo bank),
Springfield, MO

Estrin Associates, L.L.C. &
Estrin Family Limited
Partnership T1, Bethesda,
MD

Sun Bancorp, Inc.,
Selinsgrove, PA & Sun
Bank, Selinsgrove, PA, &
Pennsylvania Sun Life
Insurance Company,
Phoenix, AZ providing
credit life &

disability insurance
exclusively to customers of
Sun Bank, Sun Bancorp,
Inc.'s bank subsidiary
(&)11)

Interim First Bank, S.B.,
Chicago, IL, a de

novo bank,

First Bank of the Americas,
SSB,

Chicago, IL

San Francisco

St. Louis

Richmond

Cleveland

Chicago

July 21, 1997

July 14, 1997

July 15, 1997

August 7, 1997

June 12, 1997



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week of 7/12/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period
18C FDIA Notice by Citizens Commercial Bank & Trust Company, *August 2, 1997
9 FRA Celina, OH received on July 10, 1997, to acquire nine (9)
branch offices of KeyBank, National Association,
Cleveland, OH.
18C FDIA Notice by The Provident Bank, Cincinnati, OH received on * August 11, 1997

OFRA July 11, 1997, to acquire and merge with The Provident
Bank of Kentucky, Cold Spring, KY.

Footnotes

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

Ending date of

Type Application comment period
NONE

Footnotes
Section III - Applications subject to Federal Register notice only

Ending date of
Type Application comment period
4C8 Notice by KeyCorp, Cleveland, OH received on July 11, 1997, Not Yet Known #

to engage in underwriting and dealing in all types of debt and
equity securities on limited basis and to provide such services
as are necessary incident thereto and to provide certain
financial and investment advisory services, providing agency
transactional services for customer investments and engaging
in certain investment transactions and principal in accordance
with Sections 225.28(b)(6), (7), and (8) of Regulation Y
through its wholly-owned subsidiary, Key Capital Markets,
Inc.

Footnotes