----~=~ --- -~======

Federal Reserve Release

H.2

1"

;

Actions ofthe Board, Its Staff,

and the Federal Reserve Banks:

Applications and Reports Received

No. 41

Week Ending October 11, 1997

Board o/Governors o/the Federal Reserve System, Washington, DC 20551
to

No. 41

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Bank: examination and supervision systems -- statement by Governor Phillips

before the House Subcommittee on Financial Institutions and Consumer Credit of

the House Banking and Financial Services Committee, October 8, 1997.

- Authorized, October 6, 1997

Economic developments affecting the fiscal position ofthe United States. --

statement by Chairman Greenspan before the House Committee on the Budget,

October 8, 1997.

- Published, October 8, 1997

BANK HOLDING COMPANIES

Barnett Banks, Inc., Jacksonville, Florida; BB&T Corporation, Winston-Salem,

North Carolina; Central Fidelity Banks, Inc., Richmond, Virginia; Crestar

Financial Corporation, Richmond; First American Corporation, Nashville,

Tennessee; First Citizens BancShares, Inc., Raleigh, North Carolina; First Union

Corporation, Charlotte, North Carolina; First Virginia Banks, Inc., Falls Church,

Virginia; Jefferson Bankshares, Inc., Charlottesville, Virginia; NationsBank

Corporation, Charlotte, North Carolina; Riggs National Corporation, Washington,

D.C.; Signet Banking Corporation, Richmond, Virginia; SunTrust Banks, Inc.,

Atlanta, Georgia; SynoVlls Financial Corporation, Columbus, Georgia; and

Wachovia Corporation, Winston-Salem, North Carolina -- to acquire Monetary

Transfer System, L.L.C., St. Louis, Missouri, and engage in data processing

services through Honor Technologies, Inc., Maitland, Florida.

- Approved, October 6, 1997

BANKS, STATE MEMBER

Centura Bank, Rocky Mount, North Carolina -- to acquire five branches of

NationsBank, N.A., Charlotte, North Carolina, and to establish branches at those

locations.

- Approved, October 6, 1997

BOARD OPERATIONS

Budget objective for 1998 and 1999.

- Approved, October 6, 1997

Committee on the Federal Reserve in the Payments Mechanism -- report from a

series offorums on the Federal Reserve's future role in the nation's payments

system, October 7, 1997.

- Published, October 7, 1997

CHANGE IN BANK CONTROL

Darnen Financial Corporation, Schaumburg, Illinois -- change in bank control.

- Permitted, October 6, 1997
H.2

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

FORMS

Page 2

Monthly Survey of Selected Deposits (FR 2042) and its Annual Supplement (FR

2042a) -- to discontinue.

- Proposed, October 6, 1997

INTERNATIONAL OPERATIONS

Wachovia Bank, N.A., Winston-Salem, North Carolina -- to establish a branch in

London, England.

- Approved, October 6, 1997

ENFORCEMENT

University Bank, Ann Arbor, Michigan -- order ofremoval and prohibition against

Gregory D. Cannon, an institution-affiliated party.

- Announced, October 10, 1997
H.2

October 5, 1997 to October 11, 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

New York

Adirondack Trust Company, Saratoga Springs, New York -- to establish a branch at

the intersection ofRoute 50 and Northline Road.

- Approved, October 6, 1997

San Francisco

Bank ofCasa Grande Valley, Casa Grande, Arizona -- to upgrade loan production

office at 325 W. Alma School Road, Chandler, Arizona, into a full-service branch.

- Approved, October 10, 1997

Chicago

Cole Taylor Bank, Chicago, Illinois -- to establish a branch at III West Washington

Street.

- Approved, October 8, 1997

Chicago

Farmers State Bank of Waupaca, Waupaca, Wisconsin -- to establish a branch at 118

W. Session Street.

- Approved, October 6, 1997

Minneapolis

Farmers State Bank, Victor, Montana -- to establish a branch in Hamilton, Montana.

- Approved, October 6, 1997

Minneapolis

First Interstate Bank, Billings, Montana -- to establish a branch in West

Yellowstone, Montana.

- Approved, October 6, 1997

New York

Great Eastern Bank, Flushing, New York -- to establish a branch at 235 Fifth

Avenue, New York, New York.

- Approved, October 8, 1997
H.2

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Page 2

Philadelphia

Sterling Bank, Mount Laurel, New Jersey -- to establish a branch in Mount Laurel

Township, Burlington, New Jersey.

- Approved, October 10, 1997

BANK HOLDING COMPANIES

San Francisco

BYL Bancorp, Yorba Linda, California -- to acquire Bank of Yorba Linda.

- Approved, October 10, 1997

Secretary

Compass Bancshares, Inc., Birmingham, Alabama -- to acquire GSB Investments,

Inc., Gainesville, Florida, and Gainesville State Bank.

- Approved, October 10, 1997

St. Louis

Exchange National Bancshares, Inc., Jefferson City, Missouri -- notice to acquire

Union State Bancshares, Inc., Clinton, Missouri, and Union State Bank and Trust

Company ofClinton.

- Approved, October 7, 1997

Chicago

FBOP Corporation, Oak Park, Illinois -- to retain shares of First Capital Bank of

Arizona, Phoenix, Arizona.

- Approved, October 7, 1997

Director, BS&R

First Chicago NBD Corporation, Chicago, Illinois -- determination that First

Chicago NBD Corporation and its subsidiaries had established acceptable policies

and procedures in conformance with the Board's requirements, and that First

Chicago Capital Markets, Inc., may commence underwriting and dealing in equity

securities.

- Granted, October 10, 1997

Kansas City

First National Bank ofLas Animas ESOP, Las Animas, Colorado -- to acquire

shares of First Bankshares ofLas Animas, Inc.

• Approved, October 9, 1997
B.2

October 5, 1997 to October 11, !997

ACTIONS TAKE~ BY THE STAFF AND THE FEDERAL RESERVE BAl'>iKS

Ul'DER DELEGATED AUTHORITY

Boston

Iron Bancshares, Inc., Salisbury, Connecticut -- to acquire National Iron Bank.

- Approved, October 10, 1997

T- '" I-age j

Chicago

Mahaska Investment Company, Oskaloosa, Iowa -- to acquire Pella State Bank (in

organization), Pella, Iowa.

- Approved, October] 0, 1997

Richmond

Marine BanCorp, Inc., Chincoteague, Virginia -- to acquire Marine Bank.

- Approved, October 9, 1997

St. Louis

National City Bancshares, Inc., Evansville, Indiana -- to acquire Fourth First

Bancorp, Huntingburg, Indiana, and First Bank of Huntingburg.

- Approved, October 9, 1997

Dallas

Paradigm Bancorporation, Inc., Houston, Texas, and Paradigm Delaware

Corporation, Inc., Dover, Delaware -- to acquire First National Bank of Dayton,

Dayton, Texas.

- Approved, October 8, 1997

Richmond

Queenstown Bancorp of Maryland, Inc., Queenstown, Maryland -- to acquire

Queenstown Bank of Maryland.

- Approved, October 8, 1997

St. Louis

Union Planters Corporation, Memphis, Tennessee -- to acquire Capital Bancorp,

Miami, Florida, and Capital Bank.

- Approved, October 8, 1997

BANK MERGERS

Cleveland

Citizens Banking Company, Salineville, Ohio -- to acquire three branches of

Metropolitan Savings Bank of Ohio, Youngstown, Ohio.

- Approved, October 10, 1997
H.2 .Page 4

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Philadelphia

PNC Bank Delaware, Wilmington, Delaware -- report on competitive factors ofthe

proposed merger with PNC National Bank ofDelaware.

- Submitted, October 10, 1997

Kansas City

WestStar Bank, Vail, Colorado -- to merge with Western Community Bank,

Cedaredge, Colorado, and to establish additional branches.

- Approved, October 9, 1997

CAPITAL STOCK

Minneapolis

First National Agency at S1. James, Minnesota, Inc., St. James, Minnesota--

redemption ofstock

- Approved, October 10, 1997

CHANGE IN BANK CONTROL

Chicago

Albert City Bankshares, Inc., Albert City, Iowa -- change in bank control.

- Permitted, October 8, 1997

Dallas

AmeriBancShares, Inc., Wichita Falls, Texas -- change in bank control.

- Permitted, October 6, 1997

Dallas

First Riesel Corporation, Riesel, Texas -- change in bank control.

- Permitted, October 7, 1997

Kansas City

Harvard State Company, Harvard, Nebraska -- change in bank control.

- Permitted, October 10, 1997

St. Louis

Litchfield Bancshares Company, Litchfield, Illinois -- change in bank control.

- Permitted, October 10, 1997

---- -~--_.. --------- ------
r

H.2

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

St. Louis

Sebastian Bankshares, Inc., Barling, Arkansas .- change in bank control.

- Permitted, October 10, 1997

Page 5

COMPETITIVE FACTORS REPORTS

Chicago

AmericanMidwest Bank & Trust, Melrose Park, Illinois -- report on competitive

factors ofthe proposed merger with Banco Popular Illinois, River Grove; Capitol

Bank and Trust, Chicago; and Capitol Bank. ofWestmont, Westmont, Illinois.

- Submitted, October 8, 1997

St. Louis

Boone County National Bank ofColumbia, Columbia, Missouri -- report on

competitive factors ofthe proposed purchase ofthe assets and assumption ofthe

liabilities ofthe Booneville branch ofMercantile Bank ofCentral Missouri,

Washington, Missouri.

- Submitted, October 8, 1997

San Francisco

California Bank, N.A., Beverly Hills, California -- report on competitive factors of

the proposed purchase of certain assets and assumption ofthe liabilities ofsix Los

Angeles County branches ofRegency Savings Bank, FSB, Naperville, Illinois.

- Submitted, October 10, 1997

Kansas City

Commerce Bank, N.A., Kansas City, Missouri -- report on competitive factors ofthe

proposed merger with Commerce Bank, N.A., St. Louis, Missouri.

- Submitted, October 6, 1997

Philadelphia

Corestates Bank ofDelaware, National Association, Wilmington, Delaware -- report

on competitive factors ofthe proposed merger with Corestates Delaware, National

Association.

- Submitted, October 10, 1997

San Francisco

Eastern Interim Bank, Heppner, Oregon -- report on competitive factors ofthe

proposed merger with Bank ofEastern Oregon.

- Submitted, October 8, 1997
H.2 .Page 6

October 5,1997 to October 11,1997

ACTIONS TAKEN BY THE STAFF ANn THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Atlanta

Fidelity Bankshares, Inc., West Palm Beach, Florida, and Fidelity Bankshares,

M.H.C. -- report on competitive factors ofthe proposed acquisition ofBankBoynton,

Boynton Beach, Florida.

- Submitted, October 8, 1997

Chicago

First Mid-Illinois Bank & Trust National Association, Mattoon, Illinois -- report on

competitive factors ofthe proposed merger with Heartland Savings Bank.

- Submitted, October 8, 1997

Atlanta

First National Bank ofAshland, Ashland, Alabama -- report on competitive factors

ofthe proposed purchase of certain assets and assumption of certain liabilities oftwo

branches of Southtrust Bank, N.A., Birmingham, Alabama.

- Submitted, October 8, 1997

Kansas City

First National Bank, Arvada, Colorado -- report on competitive factors ofthe

proposed merger with Interamerica Bank, Albuquerque, New Mexico.

- Submitted, October 6, 1997

Dallas

First State Bank of Texas, Denton, Texas -- report on competitive factors ofthe

proposed merger with First National Bank of Grapevine, Grapevine, Texas.

- Submitted, October 8, 1997

Chicago

Fisher National Bank, Fisher, Illinois -- report on competitive factors ofthe

proposed merger with TF Interim National Bank.

- Submitted, October 8, 1997

San Francisco

Flagship Bank, FSB, San Diego, California -- report on competitive factors ofthe

proposed merger with International City Bank, N.A., Long Beach, California.

- Submitted, October 7, 1997
H.2

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Page 7

S1. Louis

Guaranty Federal Bancshares, M.H.C., Springfield, Missouri -- report on

competitive factors ofthe proposed conversion to a stock holding company to be

named Guaranty Federal Bancshares, Inc.

- Submitted, October 8, 1997

S1. Louis

Linn State Bank, Linn, Missouri -- report on competitive factors ofthe proposed

merger with Heritage Bank, Loose Creek, Missouri.

- Submitted, October 9, ]997

S1. Louis

Madison First Federal Savings & Loan Association, Madison, Indiana -- report on

competitive factors of the proposed merger with Citizens National Bank of Madison.

- Submitted, October 8, 1997

Chicago

Northwest Investment Corp, Davenport, Iowa -- report on competitive factors ofthe

proposed merger with Northwest Bank & Trust Company.

- Submitted, October 8, ]997

New York

Oriental Bank and Trust, Hato Rey, Puerto Rico -- report on competitive factors of

the proposed acquisition of certain IRA deposits ofChase Manhattan Bank.

- Submitted, October 9, 1997

San Francisco

Pacific One Bank, N.A., Kennewick, Washington -- report on competitive factors of

the proposed merger with Pacific One Bank, N.A., Portland, Oregon.

- Submitted, October 6, 1997

Atlanta

Peoples Bank ofFannin County, Blue Ridge, Georgia -- report on competitive

factors ofthe proposed purchase of certain assets and the assumption ofthe

liabilities ofthe Ellijay, Georgia, branch ofBank ofNorth Georgia, Alpharetta,

Georgia.

- Submitted, October 8, 1997
H.2

October 5, 1997 to October 11, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

San Francisco

PSB Interim Bank, Coos Bay, Oregon -- report on competitive factors ofthe

proposed merger with Pacific State Bank, Reedsport, Oregon.

- Submitted, October 6, 1997

.Page 8

St. Louis

Roosevelt Bank, N.A., Chesterfield, Missouri -- report on competitive factors ofthe

proposed merger with Mercantile Bank, N.A., Hartford, Illinois

- Submitted, October 8, 1997

San Francisco

Santa Monica Bank, Santa Monica, California -- report on competitive factors ofthe

proposed merger with Western Bank, Los Angeles, California.

- Submitted, October 9, 1997

Dallas

South Texas National Bank ofLaredo, Laredo, Texas -- report on competitive

factors ofthe proposed merger with South Texas Interim National Banle

- Submitted, October 10, 1997

Atlanta

State Bank ofCochran, Cochran, Georgia -- report on competitive factors ofthe

proposed purchase of certain assets and the assumption ofthe liabilities ofthe

Wrightsville, Georgia, branch of First South Bank, National Association, Macon,

Georgia.

- Submitted, October 8, 1997

Chicago

State Bank ofGraymont, Graymont, Illinois -- report on competitive factors ofthe

proposed acquisition ofthe assets and assumption ofthe liabilities ofthe Chenoa

branch ofCitizens Savings Bank, F.S.B., Bloomington, Illinois.

- Submitted, October 8, 1997

EXTENSIONS OF TIME

San Francisco

BankAmerica Corporation, San Francisco, California -- extensions to divest certain

properties.

- Granted, October 8, 1997
-----_.- - --- - ------------------ -

H.2

October 5, 1997 to October] 1, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Page 9

Boston

Charter Oak Community Bank Corp., Vernon, Connecticut -- extension to January 9,

1998, to acquire Savings Bank ofRockville.

- Granted, October 10, 1997

San Francisco

Frontier Financial Corporation, Everett, Washington -- extension to January 11,

1998, to acquire shares ofWashington Banking Company, Oak Harbor, Washington.

- Granted, October 9, 1997

Philadelphia

Fulton Financial Corporation, Lancaster, Pennsylvania -- request for an extension of

the divestiture period for the impermissible activities relating to the acquisition of

Central Pennsylvania Financial Corp.

- Granted, October 7, 1997

San Francisco

Pierce County Bancorp, Tacoma, Washington -- extension to October 24, 1997, to

acquire Pierce Commercial Bank.

- Granted, October 9, 1997

Dallas

Texas State Bank, McAllen, Texas -- extension to September 24, 1998, to establish a

branch at 5022 South McColl Road, Edinburg, Texas.

- Granted, October 8, 1997

San Francisco

Valley Bank ofArizona, Phoenix, Arizona -- extension to November 18, 1998, to

establish a branch at 3001 East Camelback Road.

- Granted, October 10, 1997
1-1.2 Additions/Corrections

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

CHANGE IN BANK CONTROL

Atlanta

First Bankshares, Inc., Longwood, Florida -- change in bank control.

- Permitted, October 3, 1997

EXTENSIONS OF TIME

Chicago

Marshall & Ils1ey Corporation, Milwaukee, Wisconsin -- extension to December 30,

1997, to acquire Security Capital Corporation and Security Bank, S.S.B.

- Granted, September 29, 1997
---------------

Federal Reserve Bank ofBoston

Applications and notifications filed during the week of 10-10-97

Section I - Applications subject to newspaper notice only

Type

NONE

Footnotes

Application

Ending date of

comment period

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

Type

CIC

Footnotes

Application

Boston Private Bancorp, Inc., Boston, MA - pursuant to section

225.41 ofRegulation Y by Charles Michael Hazard to acquire

greater than 10% ofthe outstanding common stock ofBoston

Private Bancorp, Inc.

Ending date of

comment period

Nevvspaper-10/l5/97

Fed Reg - 10/15/97

Section III - Applications subject to Federal Register notice only

Type

NONE

Footnotes

Application

Ending date of

comment period

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

Type

NONE

Footnotes

Application

Ending date of

comment period
Section V - Availability ofCRA public evaluations

RSSD

number Institution/Location

Examination CRA

date public date

CRA

rating Exam type

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD

number

NONE

Footnotes

Institution/Location

Examination

date

CRA

public date

CRA

rating Exam type

Section VI - eRA examinations scheduled for Quarter of

Institution Location

NONE

'"' Footnotes
District 02

Federal Reserve Bank of New York

Applications and notifications filed during the week of 10/05/97-10/11/97

Section I - Applications subject to newspaper notice only

Type

Branch

Application

Chase Manhattan Bank, New York, New York, to

establish a branch office at 258 Genesee Street, Utica,

New York.*

Ending date of

comment period

11/10/97

* Subject to provisions ofthe Community Reinvestment Act.

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

Type

None.

Application

Ending date of

comment period

Section III - Applications subject to Federal Register notice only

Type

25

25

Application

Prior notice by Morgan Guaranty Trust Company ofNew

Yark, New York, New York, to establish a branch in

Johannesburg, South Africa.

Prior notice by Morgan Guaranty International Finance

Corporation, Newark, Delaware, to make an additional

investment in J.P. Morgan Securities Asia Ltd., Singapore.

Ending date of

comment period

N/Avail

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

Type

None.

Application

Ending date of

commentperiod

Section V - Availability ofCRA public evaluations

RSSD Examination CRA CRA

number Institution/Location date public date rating Exam type

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

credit needs ofthe communities in which they operate, including low- and moderate-income

neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by

Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

application for deposit facilities.

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

Bank.

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

performance under CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

available.

RSSD

number

None.

Institution/Location

Examination CRA

date public date

CRA

rating Exam type
FEDERAL RESERVE BANK OF PHILADELPIDA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER

NOTICE ONLY

Community Bank and Trust Company, Forest City, PA, to acquire certain assets and assure

deposit liabilities associated with two branch offices of First Union National Bank, Charlotte,

NC, pursuant to Section 18(c) of the Federal Deposit Insurance Act.

Newspaper comment period expires: N/Avail.

Summit Bank, Bethlehem, PA seeks to become a member of the Federal Reserve System

pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: N/Avail.

SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER

AND FEDERAL REGISTER NOTICE

Penn Woods, Williamsport, PA, to acquire up to 10 percent of Columbia Financial Institution,

Bloomsburg, PA, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires:

Federal Register comment period expires:

10/11/97

N/Avail.

SECTION III - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL

REGISTER NOTICE ONLY

NONE

SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL

REGISTER NOTICE OR NEWSPAPER

NONE
FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 3D-business day period the bank has

to make the evaluation public has lapsed during the week ending October 10, 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/Location

NONE

Examination Date

NONE

CRA Rating

NONE
District

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending 10/11/97

Section I - Applications subject to newspaper notice only

Type Application

Ending date of

comment period

BKBRX

BKBRX

Footnotes

Notice by Hocking Valley Bank, Athens, OHofits intent to * November 3, 1997

establish a branch at 11 Mill Street, Coolville, OH

received on October 10, 1997.

Notice by Hocking Valley Bank, Athens, OHqfits intent to * October 26, 1997

establish a branch at 118 North Plains Road, The Plains,

OHreceived on October 10, 1997.

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

Type

cc

Footnotes

Ending date of

Application comment period

Notice ofChange in Controlfor Billy Miller Smith; Marcia *UNKNOWN

Smith Lawrence; Valerie Smith Bartley; Tracey Smith

Weinberg; Carew Smith Bartley; Benjamin Lee Smith; Stuart

G. Smith; Dirk Smith Trust; William D. Smith; William Samuel

Smith; National City Bank, Trustee for U/W Philip Lawrence

involving Hindman Bancshares, Inc. located in Hindman, KY

received on 10/9/97.

Section m -Applications snbject to Federal Register notice only

Type

Footnotes

Application

NONE

Ending date of

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

Type

Footnotes

Application

Exception for notice ofproposed redemption ofequity

securities by Hindman Bancshares, Inc. located in Hindman,

Kentucky, pursuant to 12 C.F.R. Part 225.4(b)(6) received on

10110197.

Ending date of

comment period

Section V - Availability of eRA public evaluations

Description ofthe CRA Goal against which institutions are evaluated, the four performance levels, and the

institutionsfor 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 moderateincome 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

number

Footnotes

Institution/ Location

None

l!.xamination

date

CRA

public date

CRA

rating
Section VI - CRA examinations scheduled for Fourth Quarter of 1997

Institution Location

Andover Bank

Bank of Corning Company

Commercial & Savings Bank Co.

Fifth Third ofNortheastern Ohio

Genoa Banking Company

Hamler State Bank

Hocking Valley Bank

The Citizens Banking Company

The Corn City State Bank

The Cortland Savings & Banking Co.

The Custar State Bank

The Farmers Citizen Bank

The Metamora State Bank

The Minster State Bank

The Provident Bank

Towne Bank

Footnotes

P.O. Box 1300, Public Square, Andover, OB 44003-1300

P.O. Box 428, N. Valley Street, Coming, OH 43730-0428

P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050

1404 E. Ninth Street, Cleveland, OH 44114

P.O. Box 98,801 Main Street, Genoa, OH 43430-0098

P.O. Box 358,210 Randolph Street, Hamler, OR 43524-0358

P.O. Box 4847, 7 W. Stimson, Athens, OR 45701-4847

P.O. Box 5016, 100 E. Water Street, Sandusky, OR 44871-5016

P.O. Box 197, 120 W. Main Street, Deshler, OR 43516-0197

P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098

P.O. Box 127, Main Street, Custar, OR 43511-0127

P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567

P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270

P.O. Box 90, 96 W. Fourth Street, Minster, OR 45865-0090

1 E. 4th Street, Cincinnati, OH 45202

P.O. Box 202,610 E. South Boundary, Perrysburg, OR 43551
District 05

Federal Reserve Bank ofRichmond

Applications and notifications filed during the week of October 10, 1997

Section I - Applications subject to newspaper notice only

Type

None.

Application

Ending date of

comment period

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

Type

None.

Application

Ending date of

comment period

Section ill - Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) First Union Corporation, Charlotte, North Carolina, to acquire First Not yet available.

Wheat Butcher Singer, Inc., Richmond, Virginia.

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

Type

None.

Application

Ending date of

comment period
Section V - Availability of eRA public evaluations

RSSD

number Institution/Location

Examination

date

CRA

public date

CRA

rating Exam type

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

eRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA

number Institution/Location date public date rating Exam type

990325 F & M Bank-Winchester 7-7-97 10-9-97 Satisfactory Large

115 North Cameron Street

Winchester, Virginia 22601

1161029 Bank ofHampton Roads 7-28-97 10-9-97 Satisfactory Small

201 Volvo Parkway

Chesapeake, Virginia 23320-

4652

698229 Prosperity Bank & Trust 7-28-97 10-9-97 Satisfactory Small

Company

5803 Rolling Road

Springfield, Virginia 22152-1056
Federal Reserve Bank ofAtlanta

Applications Bulletin for Week Ending October 10. 1997

Section] - Applications Subject to Newspaper Notice Only

Application

None.

Application

Comment Period Ending Date

Section 2 - Applications Subject to Both

Newspaper and Federal Register Notice

Comment Period Ending Date

Trust No.3 under Win ofCharles Henderson 11-03-97*

Troy, Alabama Federal Register

Along with Henderson Ballcshares, Inc., Troy, Alabama, to acquire Pea River Capital Corporation,

and its subsidiary, The Peoples Bank ofCoffee County, both ofElba, Alabama, pursuant to Section

3(a)(3) ofthe Bank Holding Company Act.

Embry Banksharcs, Inc. 10-21-97*

Duluth, Georgia Federal Register

After-the-fact change in control notice by Mr. Stuart A. Cashin, Jr., as co-trustee ofthe 1976 Mary

Jacqueline Embry Trust and the 1976 Sarah Elizabeth Embry Trust in the place of Mr. O'Neal

Embry, deceased, to retain 44.94 percent of the outstanding shares of Embry Bankshares, Inc.,

Duluth, Georgia, and its subsidiary, Embry National Bank, Lawrenceville, Georgia, pursuant to the

Change in Bank Control Act of 1978.

Georgia National Bancorp, Inc. Not yet available*

Athens, Georgia

After-the-fact change in control notice by Mr. Conway C. Broun in his capacity as Managing Partner

of Broun Family Partnership, LLP, to retain 11.61 percent of the outstanding shares of Georgia

National Bancorp, Inc., Athens, Georgia, pursuant to the Change in Bank Control Act of 1978.

Section 3 - Applications Subject to Federal Register Only

Application

None.

Comment Period Ending Date

*Subject to provisions ofthe Community Reinvestment Act.
Federal Reserve Bank ofAtlanta

Applications Bulletin for Week Endin~ October 10, 1997

Section 4 - AlWlications Not Subject to

Federal Re~ister Notice or Newspaper Notice

Application

AuburnBank, et al

Auburn, Alabama

Along with 15 other institutions ( First National Bank, Brookings, South Dakota; First National

Bank Northwest Florida, Panama City, Florida; First National Bank & Trust, Fort Walton Beach,

Florida; First State Bank & Trust, Albany, Georgia; The Bankers Bank, Atlanta, Georgia; Piedmont

Trust Bank, Martinsville, Virginia; West Central Georgia Bank, Thomaston, Georgia; Main Street

Bank, Covington, Georgia; Habersham Bank, Cornelia, Georgia; Success National Bank,

Libertyville, Illinois; Tennessee State Bank, Gatlinburg, Tennessee; Bank ofUnion, Monroe, North

Carolina; Cenit Bank, FSB, Norfolk, Virginia; First American Bank, Decatur, Alabama, and United

Bank, Barnesville, Georgia); to collectively acquire 100 percent ofthe outstanding common stock

of Southeast Bankcard Association, Inc., Duluth, Georgia, and thereby operate a bank service

corporation, pursuant to Section 4(f) ofthe Bank Service Corporation Act.
Federal Reserve Bank ofAtlanta

Applications Bulletin for Week Ending October 10, 1997

Section 10 - Availability ofCRA Public Evaluations

The CRA public evaluations ofthe 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 ofmeeting 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 ofits 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- 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

delineated community, including low- and moderate-income neighborhoods, in a manner consistent

with its resources and capabilities.

None.

CRARating Examination Date
~----- - --- - ------------------

Federal Reserve Bank ofAtlanta

Applications Bulletin for Week Endin(: October 10. 1997

Recently Approved Applications Approval Date

First Bankshares~ Inc. 10-03-97

Longwood~ Florida

Change in control notice by Ms. Sushulaben Patel~ as a member ofthe Patel Group~ to acquire up

to 50 percent ofthe voting shares of First Bankshares, Inc., and its subsidiary, First National Bank

ofCentral Florida, both ofLongwood~ Florida, pursuant to the Change in Bank Control Act of 1978.
Merger & Branch

Branch

Branch

Branch

Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper

Notice Only

Application

Omni Bank

Macomb, IlJinois

Farmer State Bank of Ferris

Ferris, IlJinois

1395 Buchaman Street

Carthage, Illinois

Main Street

Ferris, Illinois

1st Source Bank

South Bend, Indiana

3905 Franklin Street

Michigan City, Indiana

Comerica Bank

Detroit, Michigan

1905 Canton Center

Canton, Michigan

Comerica Bank

Detroit, Michigan

54750 Shelby Road

Shelby Township, Michigan

Comment Period

Ending Date

NP - 10-18-97

NP - 10-14-97

NP - 10-15-97

NP - 10-11-97

NP - Newspaper

FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act

** - Not available at this time
------- - --- - ----------------- -

Federal Reserve Bank of Chicago

Section II - Awlications Subject to Both Newspaper and Federal

ReKister Notice

3(a)(l)

3(a)(I)

3{a)(1)

3(a)(I)

3{a)(3)

3(a)(3)

3(a)(3)

Awlication

Marengo Bancshares, Inc. *

Marengo, Illinois

Prairie State Bank (in organization)

Marengo, Illinois

Builders Financial Corporation*

Chicago, Illinois

Builders Bank (in organization)

Chicago, Illinois

George Washington Bancorp, Inc.*

Oak Lawn, Illinois

George Washington Savings Bank

Oak Lawn, Illinois

Mercantile Bank Corporation*

Grand Rapids, Michigan

Mercantile Bank of West Michigan (in organization)

Grand Rapids, Michigan

FBOP Corporation*

Oak Park, Illinois

California Bank, N.A. (in organization)

Beverly Hills, California

Fidelity Ban Corporation*

Independence, Iowa

Benton County Savings Bank

Norway, Iowa

Albrecht Financial Services, Inc.* Norwalk, Iowa

Heartland Bankshares, Inc.

Madrid, Iowa

City State Bank

Grimes, Iowa

Comment Period

EndinK Date

FR - 10-2-97

NP - 10-15-97

FR - 10-23-97

NP - 08-21-97

FR - 10-6-97

NP - 10-27-97

FR - 10-9-97

NP - 9-29-97

FR - 10-27-97

NP - **

FR - 11-10-97

NP- **

FR - 10-9-97

NP - 10-4-97
3(a)(I) &

4(c«8)

3(a)(l)

3(a)(I)

3(a)(I)

=======~~ ----

Federal Reserve Bank: of Chicago

Section II - Applications Subject to Both Newspaper and Federal

Register Notice cont'd

Application

Washington Bancorp*

Washington, Iowa

Rubio Savings Bank of Brighton

Brighton, Iowa

Washington Federal Savings Bank

Washington, Iowa

Fisher Bancorp, Inc. *

Fisher, Illinois

Fisher National Bank

Fisher, Illinois

Midland Bancshares, Inc. *

Kincaid, Illinois

The Midland Community Bank

Kincaid, Illinois

Sparta Union Bancshares, Inc. *

Sparta, Wisconsin

Union National Bank & Trust Company

Sparta, Wisconsin

Comment Period

Ending Date

FR - 10-23-97

NP - 10-25-97

FR - 10-24-97

NP - 10-25-97

FR - 10-31-97

NP - **

FR - 11-03-97

NP - **
Federal Reserve Bank of Chicago

Section ill - Applications Subject to Federal Re~ister

Notice Only

NONE

Application

Comment Period

Endin~ Date

ROS

Section IV - Applications Not Subject to Federal Re~ister or Newspaper Notice

Application

Bankers Trust Company

Des Moines, Iowa

To redeem $2 million of noncumulative perpetual preferred stock.
Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

The following state member banks have been examined by the Federal Reserve Bank of Chicago for complian<

with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the

week ending October 10, 1997. If you are interested in obtaining a copy of the evaluation document, please

contact the bank(s) directly.

Identification of Ratings

0-

SNISN -

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

M&I First American Bank

500 3rd Street

P.O.Box 8008

VVausau, VVI54402-8008

(715) 845-4311

RSSD# 820945

Fort Madison Bank and Trust Co

Avenue"G" and 7th Streets

P.O. Box 329

Fort Madison, IA 52627-5164

(319) 372-5164

RSSD# 624246

EXAMINATION DATE

6/9/97

6/30/97

RATINGS

o

S
----_.- - --- -----------

Federal Reserve Bank of Chicago

Section V - Availability of eRA Public Evaluations

cont'd

BANK NAME/LOCATION

Union Bank Sandwich

202 Indian Spring Drive

Sandwich, IL

(815) 786-8455

RSSD# 395340

Union Bank

201 East Main

Streator, IL 61364-2977

(815) 673-3333

RSSD# 457547

American Trust and Savings Bank

895 Town Clock Plaza

P.O. Box 938

(319) 582-1841

Dubuque, IA 52004-0938

RSSD# 596848

People's Bank and Trust Company

Highway 101 North

P.O. Box 168

Sunman, IN 47041-0168

(812) 623-2237

RSSD# 8547

EXAMINATION DATE

8/29/97

6/9/97

6/16/97

6/23/97

RATINGS

o

S

o

S

Revised data for week ending September 5, 1997

NAB Bank

222 West Cermak Road

Chicago, Illinois 60616-1997

(312) 225-5991

RSSD # 209139

5/27/96 S

---------- --------------
RESERVE BANK APPLICATIONS BULLETIN For week ending October 10, 1997

FEDERi\.L RESERVE BANK OF ST. LOUIS

SECTION I - APPLICATIONS SIJBJECT TO NEWSPAPER NOTICE

Application

None.

End of Comment Period

SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL

REGISTER NOTICE

Application

* Section 4(c)(8) notification by National Commerce

Bancorporation, Inc., Memphis, Tennessee, to acquire

49% of First Market Bank, FSB, Memphis, Tennessee.

Change in control notification involving Rogers

Bancshares, Inc., Little Rock, Arkansas, by The Rogers

Family Limited Partnership, Little Rock, Arkansas.

* Section 3(a)(l) notification by Mid America Banking

Corporation, Columbia, Missouri, to acquire Pulaski

Bancshares, Inc., Dixon, Missouri.

End of Comment Period

Newspaper: 10-23-97

N/A

Federal Register: 10-27-97

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application

Section 4(c)(8) notification by Louisville Development

Bancorp, Inc., Louisville, Kentucky, to control the assets and

exercise a controlling influence over the management of

Louisville Enterprise Center, Inc., Louisville, Kentucky.

End of Comment Period

N/A

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE

OR NEWSPAPER NOTICE

Application

None.

End of Comment Period
RESERVE BANK APPLICATIONS BULLETIN

-~~~~~~~~~~------

For week ending October 10, 1997

FEDERAL RESERVE BANK OF ST. LOlliS

SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification of Ratings:

Outstanding record ofmeeting 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 ofmeeting 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 ofmeeting 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.

lBank RSSD Name of Bank Bank Address Examination Examination

Number Date Rating

None
RESERVE BANK APPLICATIONS BULLETIN For week ending October 10, 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 institutionIs 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

Number

Name City State
FEDERAL RESERVE BANK OF MINNEAPOLIS

Section I - Applications Subject to

Newspaper Notice Only

Application

NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS

Section II - Applications Subject to Both

Newspaper and Federal Register Notice

Application

Roscoe Community Bankshares, Inc., Roscoe, South Dakota for

prior approval to become a bank holding company through the

acquisition of 100% ofthe voting shares of First State Bank

ofRoscoe, Roscoe, South Dakota. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS

Section III - Applications Subject

to Federal Register Notice Only

Application

Comment Period

Ending Date

Comment Period

Ending Date

October 3 I, 1997

(Newspaper)

Comment Period

Ending Date

U.S. Bancorp, Minneapolis, Minnesota to engage de novo, through its October 29, 1997

subsidiary, U.S. Bancorp Investments, Inc., Minneapolis, Minnesota

in underwriting and dealing in commercial paper, municipal revenue

bonds, mortgage-backed securities, and consumer-receivable-related

securities. See, Citicorp, J.P. Morgan & Co., Inc., and Bankers Trust

New York Corp., 73 Federal Reserve Bulletin 473 (1987); extending credit

and servicing loans, pursuant to Section 225.28(b)(I) ofthe Board's Regulation Y;

arranging commercial real estate equity financing, asset management

servicing and collection activities, and acquiring debt in default,

pursuant to Sections 225.28(b)(2)(ii), (vi), and (vii) ofthe Board's Regulation Y;

leasing personal or real property, pursuant to Section 225 .28(b)(3) ofthe

Board's Regulation Y; financial and investment advisory activities,

pursuant to Section 225.28(b)(6) ofthe Board's Regulation Y;

agency transactional services for customer investments, pursuant to

Section 225.28(b)(7) ofthe Board's Regulation Y; investment transactions as principal,

pursuant to Section 225.28(b)(8) ofthe Board's Regulation Y; management consulting

and counseling activities, pursuant to Sections 225.28(b)(9)(i)(A)(1) and (2) ofthe

Board's Regulation Y; and insurance agency activities, pursuant to

Section 225 .28(b)(I I)(vii) ofthe Board's Regulation Y.

FEDERAL RESERVE BANK OF MINNEAPOLIS

Section IV - Applications Not Subject to

Federal Register Notice or Newspaper Notice

Application L _
FEDERAL RESERVE BANK OF MINNEAPOLIS

Section V - Availability of

CRA Public Eyaluations

week ending October 10, 1997

ASSIGNMENT OF RATING

Identification ofRatings

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 ofits 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 cr~dit needs

ofits 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 ofits 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 ofits entire delineated community, including low-and moderate-income neighborhoods, in a

manner consistent with its resources and capabilities.

BANKeS) EXAMINED

Ist United Bank of Sidney

120 Second Street N.W.

Sidney, Montana 59270

(406) 482-3212

DATE OF EXAMINATION

July 7, 1997

CRARATING

Outstanding
Federal Reserve Uank of Kansas City Week Ending October 10, 1997

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

None.

APPLICAnON COMMENT PERIOD ENDING DATE

SECTION II - APPLICATIONS SUBJECT TO BOTH

NEWSPAPER AND FEDERAL REGISTER NOTICE

APPLICATION COMMENTPERIOD ENDING DATE

CSB Bancshares, Inc., Ellsworth, Kansas, for prior October 25, 1997

approval to acquire 5.92 percent of the voting shares

of Wilson Bancshares, Inc., Wilson, Kansas; and

thereby indirectly acquire The Wilson State Bank,

Wilson, Kansas.*

Midland First Financial Corporation, Lee's Summit,

Missouri, for prior approval to become a bank holding November 3, 1997

company through the acquisition of 100 percent of the

voting shares of Midland Bank:, Lee's Summit,

Missouri.*

Citizens Bancshares Company, Chillicothe, Missouri, November 7, 1997

for prior approval to merge with Trenton Trust

Bancshares, Inc., Trenton, Missouri; and thereby

indirectly acquire Trenton Trust Company, Trenton,

Missouri.*

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

None.

APPLICATION COMMENT PERIOD ENDING DATE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE

OR NEWSPAPER NOTICE

APPLICATION

None.

L _
SECTION Y - AYAILABILITY OF CRA PUBLIC EVALUATIONS

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 moderateincome 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 moderateincome neighborhoods, in a manner consistent with its resources and capabilities.

BanklLocation

Union State Bank

612 Pine Street

Upton, Wyoming 82730

RSSD#

29159

Exam Date

07/21/97

CRA Public

Date

10/06/97

CRA

Rating

Satisfactory

First Security Bank 540757

204 W. Main Street

Newcastle, Wyoming 82701-2126

Grant County Bank 361354

129 S. Main

Medford, Oklahoma 73759-1531

07/14/97

08/04/97

10/07/97

10/09/97

Satisfactory

Satisfactory
District 11

Federal Reserve Bank of Dallas

Applications and Notifications Filed During the Week of October 6, 1997

Section I • Applications subject to newspaper notice only

Type

None.

Application

Comment period

ending date

* Subject to the provisions of the Community Reinvestment Act.

** Comment period ending date is the date specified in the newspaper only.

N/Avail- Not available at this time.

Section n . Applications subject to both newspaper and Federal Register notice

Type

CIC

*3(a)(3)

*3(a)(I)

Comment period

Application ending date

Smith Mustang, Ltd., Rio Vista, TX, only notificant, to N/Avail

acquire an interest in First State Bank, Rio Vista, TX

Olney Bancshares of Texas, Inc., Olney, TX, and Olney **97/10128

Bancorp of Delaware, Inc., Wilmington, DE, to acquire

First National Bank of Borger, Borger, TX, Citizens

National Bank of Childress, Childress, TX, and First State

Bank of Canadian, N.A., Canadian, TX

(Previously reported during the week of September 29, 1997)

Amador Merger Corporation, Las Cruces, NM, to acquire **97/10/31

Amador Bancshares, Inc., Las Cruces, NM, and Citizens

Bank of Las Cruces, Las Cruces, NM

(previously reported during the week of September 29, 1997)

* Subject to the provisions of the Community Reinvestment Act.

** Comment period ending date is the date specified in the newspaper only.

N/Avail- Not available at this time.
Section m - Applications subject to Federal Register notice only

Type

None.

Application

';'.,. CiJiiimentpe~!~

endinidate .

* Subject to the provisions of the Community Reinvestment Act.

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

Type

None.

Application

Comment period

ending date

Section V - Publicly available eRA evaluations

Description ofthe CRA goal against which institutions are evaluated, the four peiformance levels, and the

institutionsfor 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 eRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

RSSD

number

None.

Institution/ Location

Examination

date

CRA

public date

CRA

rating
Federal ReseIVe Bank ofDallas

VI- eRA examiDatioos scheduled Quarter of

N/Avaii

N/Avail- Not available at this time.
District 12

Federal Reserve Bank of San Francisco

Applications and Notifications Filed During the Week of October 6, 1997

Section I - Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

Type Application

Ending date of

comment period

10/31/97

3(a)(l)

3(a)(3)

CIC

CIC

3(a)(5)

* Subject to CRA

Heritage Financial Corporation to become a bank holding company Newspaper 10/29/97

by acquiring Heritage Savings Bank, both of Olympia, Washington.

* Fed Reg

Greater Bay Bancorp, Palo Alto, California, to acquire Peninsula Newspaper 11/06/97

Bank of Commerce, Millbrae, California. * Fed Reg 10/31/97

Ronald B. Douglass, Medina, Washington, to increase his Newspaper 10/22/97

ownership up to 24.9 percent ofWashington Commercial Bancorp,

Redmond, Washington. * Fed Reg ]0/29/97

Wendell Allen Jacobson, Fountain Green, Utah, to increase his NewspaperN/Avail

ownership to 25.24 percent of Bank of Ephraim, Ephraim,

Utah. * Fed Reg N/Avail

City National Corporation, Beverly Hills, California, to acquire Newspaper 11/06/97

Harbor Bancorp, Long Beach, California. * Fed Reg l1/07/97
II

Section ill - Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type

3(a)(S)(C)

COM

Application

Roseville 1st Community Bancorp, to become a bank holding

company by acquiring Roseville First National Bank, both of

Roseville, California.

Zubair and Khatija Kazi and Yahia and Magda Abdul-Rahman,

Studio City, California, requests a relief of commitments in

connection with their Change in Bank Control Notice to acquire

Greater Pacific Bancshares, Whittier, California.

Ending date of

comment period·

None

None
Section V - Publicly available eRA evaluations

Exam type

RSSD

number Institution/ Location

Examination

date

CRA

puhlicdate

CRA

rating

Large Small

bank bank

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

Exam type

RSSD

number

802866

Institution/ Location

Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

(408) 654-7400

Examination

date

6/02/97

CRA

public date

10/06/97

CRA

rating

Satisfactory

Large Small

bank bank

x

Footnotes: 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

re,sponsibility for errors or omissions.
H.2A

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

Companies; Change in Bank Control

Notices Filed as of October 10, 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.1817G)), Regulation Y (12

CFR 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 ofthe public comment period. Addresses for the Board and Federal Reserve Banks

are listed at the end ofthis release.

The public portions ofthe 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 ofthis 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

1867 Western Financial Capital Corp ofthe West, 4 San Francisco August 26, 1997

Corporation(1), Merced, CA, & Town &

Stockton, CA Country Finance & Thrift

CONTINUED Co., Turlock, CA &

Capital West Group, Inc.,

Stockton, CA operating an

industrial loan co. (b)(4);

providing credit life

insurance (b)(11);

management consulting

(b)(9); CONTINUED

1867 Western Financial & investment & financial 4 San Francisco August 26, 1997

Corporation(2), advice (b)(6)

Stockton, CA

CONTINUED

1867 Western Financial Capital Corp ofthe West, 3 San Francisco September 2, 1997

Corporation, Stockton, Merced, CA & County

CA Bank, Merced, CA

Alabama National First American Bancorp, 3 Atlanta October 24, 1997

BanCorporation, Decatur, AL & First

Birmingham, AL American Bank, Decatur,

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

Albrecht Financial Heartland Bankshares, Inc., 3 Chicago October 9, 1997

Services, Inc., Norwalk, Madrid, IA & City State

IA Bank, Grimes, IA

Amador Merger Citizens Bank ofLas 3 Dallas October 31, 1997 ... Corporation, Las Cruces, Las Cruces, NM

Cruces, NM

Amador Merger Amador Bancshares, Inc., 3 Dallas October 31, 1997

Corporation, Las Las Cruces, NM & Citizens

Cruces, NM Bank ofLas Cruces, Las

CORRECTION Cruces, NM

CORRECTION

Arrendale Undiversified CIBC Atlanta October 16, 1997

Family Limited

Partnership(2), Baldwin,

GA

CONTINUED

Cynthia Bussey, in their

individual capacities

Arrendale Undiversified Habersham Bancorp, CIBC Atlanta October 16, 1997

Family Ltd. Cornelia, GA, &

Partnership(I), Baldwin, Habersham Bank,

GA; its general partners, Clarkesville, GA

Thomas A. Arrendale, CONTINUED

III, Gainsville, GA;

Cynthia Bussey,

Altanta, GA; & Thomas

A. Arrendale, Jr.,

Clarkesville, GA;

Thomas A. Arrendale,

III,&

CONTINUED

Banco Bilbao Vizcaya, BBV LatInvest Securities 4 New York March 4, 1997

SA, Inc.,

Bilbao, Spain New York, NY,

securities activities (b)(I),

(b)(4), (b)(l5), and (b)(l6)

Bank Capital Guaranty Corporation, 3 Kansas City September 26, 1997

Corporation, Strasburg, Denver, CO

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

Bank ofNew York State Street Boston 3 and 4 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)

Bennett, James(l), Citizens Development Co., CIBC Minneapolis October 23, 1997

Billings, MT; First Billings, MT, & First

PREMIER Bank as Security Bank ofLaurel,

CustodianlFBO Emil Laurel, MT; First Citizens

Erhardt IRA, Bank ofBillings, Billings,

Stevensville, MT; MT; Citizens State Bank,

Donald Bennett, Hamilton, MT; First

Columbia Falls, MT; Citizens Bank, N.A.,

Steven Tostenrud, Columbia Falls, MT: First

Billings, MT; Alex Zier, National Bank

Lewistown, MT; CONTINUED

William Thomdal,

Laurel, MT;

CONTINUED

Bennett, James(2), ofLewistown, Lewistown, crnc Minneapolis October 23,1997

Billings, MT; Robert MT & Western Bank of

Sizemore, Chinook, Chinook, N.A., Chinook,

MT; Willam Curley, MT

Oyenette, WI; Jon

Sustarich, Cambridge,

WI; Kenneth Baker,

Osceola, IA; Gregory

Bormann,Stickney,SD;

Duncan Flann, Iroquois,

SO; Ronald Homischer,

Merrill, WI;

CONTINUED

Bennett, James(4), United Bancorporation, ernc Minneapolis October 23, 1997

Billings, MT; D.A. Billings, MT & Bank of

Davidson & Co., as Poynette, Poynette, WI;

custodianlFBO William Cambridge State bank,

Thomdal IRA, Laurel, Cambridge, WI; Clarke

MT; and James County State Bank,

Bennett, et al Osceola, IA; Farmers State

CONTINUED Bank, Stickney, SO;

Farmers & Merchants State

Bank, Iroquois, SO;

CONTINUED

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

Bennett, James(5), Lincoln County Bank, CIBC Minneapolis October 23, 1997

Billings, MT Merrill, WI & United Bank,

CONTINUED Osseo, WI

Boston Private Bancorp, Westfield Capital 4 Boston October 14, 1997

Inc., Boston, MA Management Company,

Inc., Boston, MA, in

financial & investment

advisory activities (b)(6)

Boston Private Bancorp, Westfield Capital 4 Boston October 21, 1997

Inc., Boston, MA Management Company,

Inc., Boston, MA, financial

investment advisory

activities (b)(6)

Bradley Investments, Evergreen Bancorporation, CIBC Kansas City October 10, 1997

L.L.L.P., Golden, CO, Evergreen, CO &

Bradley, Leo N., Evergreen National Bank,

Golden, CO, Bradley, Evergreen, CO

Susan Q., Denver, CO,

and Bradley, Jeffrey N.,

Denver, CO

Builders Financial Builders Bank, Chicago, IL 3 Chicago October 23, 1997

Corporation, Chicago, IL

California Community Securities First Bank, 3 San Francisco September 29, 1997

Financial Institutions Fulleton, CA

Fund Limited

Partnership; Belvedere

Capital Partners, Inc., &

Newco, all of San

Francisco, CA &

National Bancorp of

Alaska, Inc.,

Anchorage, AL

Calvin B. Taylor Calvin B.Taylor Banking 3 Richmond September 15, 1997

Bankshares, Inc., Berlin, Company ofBerlin

MD Maryland, Berlin, MD, &

Calvin B. Taylor Bank of

Delaware, Ocean View, DE
Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Canadian Impercial agency transactional 4 New York August 28, 1997

Bank ofCommerce(3), services (bX7); in

Toronto, CA underwriting & delaing in

CONTINUED government obligations &

money market instruments,

',- providing investments &

trading services & buying

& selling bullion & related

activities (b)(8)

Canadian Imperial Bank CIBC Wood Gundy 4 New York August 28, 1997

ofCommerce(l), Securities Corp. ("CIBC

Toronto, Canada Wood Gundy"), New York,

CONTINUED NY, all the outstanding

shares ofOppenheimer

Holdings, Inc., New York,

NY, & its subsidiaries,

including

Oppenheimer & Co., Inc.,

New York, NY in

underwriting &

CONTINUED

Canadian Imperial Bank dealing to a limited extent 4 New York August 28, 1997

ofCommerce(2), in all types of equity & debt

Toronto, Canada securities; lending (b)(I),

CONTINUED (b)(2); fmancial &

investment advisory

services (bX6); securities

brokerage, riskless

principal, private

placement, futures

commission merchant &

other

CONTINUED

Canisteo Valley First State Bank, Canisteo, 3 New York October 30, 1997

Corporation, Canisteo, NY

NY

Capitol Bancorp, Ltd., Muskegon Commerce 3 Chicago October 31, 1997

Lansing, MI Bank, Muskegon, MI

Carolina First First Southeast Financial 4 Richmond September 3, 1997

Corporation, Greenville, Corporation, Anderson, SC

SC & First Federal Savings &

Loan Association of

Anderson, Anderson, SC in

operating a savings & loan

association (b)(4)(ii)
---- -------

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

Cashin, Stuart A., Jr., Embry Bankshares, Inc., CIBC Atlanta October 21, 1997

Duluth, GA Duluth, GA & Embry

National Bank,

Larenceville, GA

Centre 1 Bancorp, Inc., First Winnebago 3 Chicago September 26, 1997

Beloit, WI Corporation, Winnebago,

IL & First National Bank of

Winnebago

Citizens Bancshares Trenton Trust Bancshares, 3 Kansas City November 7, 1997

Company, Chillicothe, Inc., Trenton, MO &

MO Trenton Trust Company,

Trenton, MO

Citizens Bankers, Inc., First National Bank ofBay 3 Dallas October 6, 1997

Baytown, TX City, Bay City, TX

Citizens Bankers, Inc., First National Bank ofBay 3 Dallas September 18, 1997

Baytown, TX, and City, Bay City, TX

Citizens Bankers of

Delaware, Wilmington,

DE

Citizens Development Citizens Development Col., 4 Minneapolis October 23, 1997

Co., Billings, MT Billings, MT, in making &

servicing loans, (b)(1)

Citizens Financial U.S. National Bank, 3 Kansas City October] 6, ]997

Corp., Midwest City, OK Midwest City, OK

City National Harbor Bancorp, Long 3 San Francisco November 7, ]997

Corporation, Beverly Beach, CA & Harbor Bank,

Hills, CA Long Beach, CA

Coddle Creek Financial Mooresville Savings Bank, 3 Richmond October 16, 1997

Corp., Mooresville, NC SSB, Mooresville, NC

Community Bancshares Community First National 3 St. Louis October 24, 1997

ofWest Plains, Inc., Bank ofWest Plains, West

West Plains, Plains,

MO MO

Community Bankshares, Dove Creek State Bank, 3 Kansas City October 20, 1997

Inc., Denver, CO Dover Creek, CO
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Community First First National Summit 3 Minneapolis October 6, 1997

Bankshares, Inc., Fargo, Bankshares, Inc., Gunnison,

ND CO & First National

Summit Bank, Gunnison,

CO

Community First Republic National Bancorp, 3 Minneapolis October 6, 1997

Bankshares, Inc., Fargo, Inc., Pehoenix, AZ &

NO Republic National Bank of

Arizona, N.A., Phoenix, AZ

Community National Community National Bank 3 St. Louis October 17, 1997

Corporation, Lexington, ofTennessee, Lexington,

TN TN

Compass Bancshares, GSB Investments, Inc., 3 Atlanta October 6, 1997

Inc., Binningham, AL Gainesville, FL &

Gainsville State Bank,

GaineSVille, FL

Cortez Investment Co., The Cortez State Bank, 3 Kansas City October 6, 1997

Cortez, CO Cortez, CO

CSB Bancshares, Inc., Wilson Bancshares, Inc., 3 Kansas City October 23, 1997

Ellsworth, KS Wilson, KS & Wilson State

Bank, Wilson, KS

Davis, John Francis, and Tri-County Bancshares, CIBC Kansas City October 15, 1997

Davis, Carman Lee, Inc., Linn, KS,

both ofConcordia, KS & Tri-County National

Bank, Washington, KS

Deutsche Bank, AG Ganis Credit Corporation, 4 New York May 12,1997

(Main) Newport Beach, CA,

Federal Republic of lending (b)(I)

Germany

Douglas, Ronald B., Washington Commercial CIBC San Francisco October 29, 1997

Medina, WA Bancorp, Redmond, WA &

Redmond National Bank,

Redmond, WA

Exchange National Union State Bancshares, 3 St. Louis October 2, 1997

Bancshares, Inc., Inc., Clinton, MO & Union

Jefferson City, MO State Bank & Trust

Company ofClinton,

Clinton, MO

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

F.N.B. Corporation, Mercantile Bank of 3 Cleveland October 10, 1997

Hennitage PA & Southwest Florida, Naples,

Southwest Banks, Inc., FL

Naples, FL

F.N.B. Corporation, Indian Rocks State Bank, 3 Cleveland September 2, 1997

Hennitage, PA Largo, FL

FBOP Corporation, Oak First Capital Bank of 3 Chicago October 2, 1997

Park,IL Arizona, Phoenix, AZ

FBOP Corporation, Oak California Bank, N.A., 3 Chicago October 27, 1997

Park,IL Beverly Hills, CA

Fidelity Ban Benton County Savings 3 Chicago November 10, 1997

Corporation, Bank, Norway, IA

Independence, IA

First Banks, Inc., St. Surety Bank, Vallejo, CA 3 S1. Louis October 14, 1997

Louis, MO

First Citizens Bank ofTroy, Troy, TN 3 St. Louis October 30, 1997

Bancshares, Inc.,

Dyersburg, TN

First Commercial First Charter Bancshares, 3 S1. Louis September 19, 1997

Corporation, Little Inc., North Little Rock, AR,

Rock,AR & Charter State Bank,

Beebee, Arkansas, Beebe,

AR

First National Bancorp, First National Bank of 3 St. Louis November 3, 1997

Inc., Green Forest, AR Green Forest, Green Forest,

AR

First National Finance Company ofNorth 4 Chicago August 17,1997

Bancshares, Inc., East America, LLC, East

Lansing, MI Lansing, MI in making and

servicing loans (b)(1)

First National Bank of First Bankshares of Las 3 Kansas City October 6, 1997

Las Animas ESOP, Las Animas, Inc., Las Animas,

Animas, CO CO & First National Bank,

Las Animas, CO
Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

First National of Platte Valley National 3 Dallas August 25, 1997

Nebraska, Inc., Omaha, Bank, Grand Island, NE &

NE, & its subsidiary First National ofNebraska,

First National of Lincoln, NE

Colorado, Inc., Fort

Collins, CO

First National Security First Financial Corporation 3 St. Louis November 7, 1997

Company, DeQueen, AR ofIdabel, Idabel, OK &

First State Bank ofIdabel,

Idabel, OK

First State Bancshares, Perry County Financial 4 S1. Louis August I, 1997

Inc., Farmington, MO Corporation, Perryville,

MO,and

Perry County Savings

Bank, FSB,

Perryville, MO operating a

savings

association (bX4)

First United Bancshares, City Bank & Trust of 3 S1. Louis October 9, 1997

Inc., EI Dorado, AR Shreveport, Shreveport, LA

FirstBank Holding FirstBank Holding 3 Kansas City October 9, 1997

Company ofColorado, Company ofColorado,

ESOP, Lakewood, CO Lakewood, CO

Fischer Bancorp, Inc., Fisher National Bank, 3 Chicago October 24, 1997

Fischer,IL Fisher,IL

Frame, Chark S. & Premier Bancorp, Inc., crnc Philadelphia October 22, 1997

David C., Doylestown, Doylestown, PA & Premier

PA Bank, Doylestown, PA

FSB Bancorp, MHC & Franklin Savings Bank, crnc Boston August 28, 1997

FSB Bancorp, both of Farmington, MN

Farmington, ME

CORRECTION

FSB Bancorp, MHC, Franklin Savings Bank, 3 Boston August 28, 1997

and FSB Bancorp, both Farmington, ME

ofFarmington, ME

George Washington, George Washington 3 Chicago October 6, 1997

Bancorp, Inc., Oak Savings Bank, Oak Lawn,

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

Gilinski, Jaime, Santafe Eagle National Holding CIBC Atlanta October 1, 1997

de Bogota, Columbia Company, Inc., Miami, FL

Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997

Inc., Leawood, KS Oberlin, Inc., Oberlin, KS,

and Farmers National Bank,

Oberlin, KS

Great Southern Capital Great Southern Capital 3 Atlanta October 30, 1997

Corporation Employee Corporation, Meridian, MS,

Stock Ownership Trust, & Great Southern National

Meridian, MS Bank, Meridian, MS

Greater Bay Bancorp, Peninsula Bank of 3 San Francisco October 3 1, 1997

Palo Alto, CA Commerce, Millbrae, CA

Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997

and Chiplease, Inc., Spencer, IN, and Owen

both of Chicago, IL Community Bank, S.B.,

Spencer, IN

Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997

East Bernstadt, KY Financial Company,

London, KY

Grell, Steven; Bovee Albert City Bankshares, CIBC Chicago August 29, 1997

Investment Trust, Inc., Albert City, IA &

Bovee, Michael R., Albert City Savings Bank,

Trustee; Tamisiea, Albert City, IA & The

Bruce; Nystrom, Bruce; Citizens State Bank,

Grave, Gary; Cotton, Marathon, IA

John M.; & Hultgren,

David M.; all of

Spencer, lA, acting in

concert

Griffm Investment, L.P. Griffm Bancshares, Inc., 3 Kansas City October 16, 1997

& Griffm General Cameron, MO & Pony

Partner, Inc., both of Express Bank, Braymer,

Cameron, MO MO

Harbor, Lacy J., Marble Falls National CIBC Dallas September 4, 1997

Denison, TX Bancshares, Inc., Marble

Falls, TX, & Marble Falls

National Bank, Marble

Falls, TX
Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Hardin County Majors Insurance Agency, 4 St. Louis August 26, 1997

Bancshares; Inc., Inc.,

Savannah, TN Adamsville, TN general

insurance agency activities

in a town ofless than 5,000

(b)(ll)

Hazard, Charles Boston Private Bancorp, CIBC Boston October 15, 1997

Michael, Boston, MA Inc., Boston,

MA, & Boston Private

Bank & Trust

Company, Boston, MA

Hazard, Charles Boston Private Bancorp, CIBC Boston October 15, 1997

Michael, Boston, MA Inc., Boston, MA & Boston

CORRECTION Private Bank & Trust

Company, Boston, MA

CORRECTION

Heath, Craig Dwight, Texico Bancshares CIBC St. Louis October 1, 1997

Phoenix, AZ Corporation, Texico, IL &

Texico State Bank, Texico,

IL

Heritage Financial Heritage Savings Bank, 3 San Francisco October 31, 1997

Corporation, Olympia, Olympia, WA

WA

Hibernia Corporation, Northwest Bancshares of 3 Atlanta October 24, 1997

New Orleans, LA Louisiana, Inc., Mansfield,

LA & First National Bank

in Mansfield, Mansfield, LA

Hibernia Corporation, Unicorp Bancshares-Texas 3 Atlanta August 11, 1997

New Orleans, LA Inc., Orange, TX, and

OrangeBank, Orange, TX

Horizon Bancorp of Horizon Bank ofColumbia 3 St. Louis October 20, 1997

South Arkansas, Inc., County, Magnolia, AR

Magnolia, AR

Industrial Bank of Aubrey G. Lanston & Co., 4 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)
------_._-----

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

-----------..- - - ---~---- .- - ._--- ~--_._-------- --------- ._--_.-

Iron Bancshares, Inc., The National Iron Bank, 3 Boston October 2, 1997

Salisbury, CT Salisbury, CT

Jackson Boulevard Darnen Financial CIBC Chicago September 3, 1997

Fund, Ltd.; Jackson Corporation, Schaumburg,

Boulevard Equities, L.P. IL & Damen National

& Paul J. Duggan, all of Bank, Schaumburg, IL

Chicago,IL

Jacobsen, Sam 1., First Business Bancshares, CIBC Chicago August 28, 1997

Middleton, WI Madison, WI & First

Business Bank, Madison,

WI

Jaconson, Wendell A., Bank ofEphraim, Ephraim, CIBC San Francisco October 30, 1997

Fountain Green, DT DT

Jasper Banking JBC Bancshares, Inc., CIBC Atlanta August 12, 1997

Company Second Jasper, GA

Amended and Restated

Employee Stock

Ownership Stock Bonus

Plan (ESOP), Jasper, GA

Kazi, Zubair and Khatija, Kentucky Home Bank, 3 San Francisco April 17, 1997

Studio City, CA; Bardstown, KY

and Yahia and Magda

Abdul-Rahman,

Pasadena, CA

Kroll, Rodney, G; First Riesel Corporation, CIBC Dallas September 30, 1997

Copeland, Newman E.; Riesel, TX & First State

Slamans, Scott 1.; Gray, bank, Riesel, TX

Rondy, T.; Turner,

Charles B.; DuBois,

James H., all of Waco,

TX, and Salome,

Tommy G., Crawford,

TX,& Time

Manufacturing

Company., Waco, TX

Lagomarsino, Richard Americorp, Ventura, CA, CIBC San Franc1!-.;.o(l August 6, 1997

A., and Robert J., and American Commercial

both of Ventura, CA, & Bank, Ventura, CA

Wood, Catherine S.,

Carpinteria,

CA; acting in concert
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Lagomarsino, Richard Americorp , Ventura, CA, CIBC San Francisco August 20, 1997

A.; Lagomarsino, and American Commerical

.Ramona; Ramona Bank, Ventura CA

Lagomarsino Family

Limited Partnership;

. Lagomarsino, Robert J.,

all ofVentura, CA; &

Lagomarsino, Norma

M; Wood, Catherine S.;

& Wood, Jack W.;

acting in concert, all of

Carpinteria, CA

Landen, Michael P., Security National CIBC Kansas City October 22, 1997

Dallas, TX Corporation, Omaha, NE &

Security National Bank of

Omaha, Omaha, NE

Leake Family Citizens Capital CIBC Atlanta July 23, 1997

Partnership, L.P., Corporation, Magee, MS,

Jackson, and

MS Citizens State Bank, Magee,

MS

Lexington B & L Lafayette Bancshares, Inc., 3 and 4 Kansas City August 4, 1997

Financial Corp., Lexington, MO, and

Lexington, Lafayette

MO County Bank of

Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)

• Lloyds TSB Group IAI Holdings Inc., 4 New York March 26, 1997

PLC, and Lloyds Bank Investment Advisers, Inc.,

PLC, Minneapolis, MN, trust

both ofLondon, England services (b)(3); investment

advisory services (b)(4);

full-service brokerage

(b)(15); foreign exchange

execution & advisory

services, and other advisory

& administrative services

Mahaska Investment Pella State Bank, Pella, IA 3 Chicago September 12, 1997

Company, Oskaloosa, IA
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

MainStreet BankGroup Commerce Bank 3 Richmond October 6, 1997

Incorporated, Corporation, College Park,

Martinsville, VA MD

Marengo Bancshares, Prairie State Bank, 3 Chicago October 2, 1997

Inc., Marengo, IL Marengo,IL

MBNA Corporation, MBNA America Bank 3 Philadelphia November 1, 1997

Wilmington, DE (Delaware), Wilmington,

DE

Mercantile Bancorp, Golden Bancshares, Inc., 3 S1. Louis October 27, 1997

Inc., Quincy, Illinois, Golden, IL & Golden State

QuincY,IL Bank, Golden, IL & Brown

County State Bank, Mount

Sterling, IL

Mercantile Bank Mercantile Bank of West 3 Chicago October 9, 1997

Corporation, Grand Michigan, Grand Rapids, MI

Rapids, MI

Mid America Banking Pulaski Bancshares, Inc., 3 St. Louis October 27, 1997

Corporation, Columbia, Dixon, MO & State Bank of

MO Dixon, Dixon, MO

Mid America Mortgage Mid America Banking 3 S1. Louis October 27, 1997

Services, Inc., Corporation, Columbia,

Columbia, MO; Mid MO, & Pulaski Bancshares,

America Mortgage I;1C., Dixon, MO, & State

Services of St. Louis, Bank ofDixon,

Inc., St. Louis, MO; Mid Dixon, MO

America Mortgage

Services of Springfield,

Inc.,

Springfield, MO

Midland Bancshares, The Midland Community 3 Chicago October 3 I, 1997

Inc., Kincaid, IL Bank, Kincaid, IL

Midland First Financial Midland Bank, Lee's 3 Kansas City November 3, 1997

Corporation, Lee's Summit,MO

Summit, MO

MidSouth Bancorp, Inc., MidSouth Bancorp, Inc., CIBC Atlanta September 30, 1997

ESOP, Lafayette, LA Lafayette, LA & MidSouth

National Bank, Lafayette,

LA

-- -- 
------- - --- - ============= -_==c= =c= =

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

Midwest Community The Bank of Marion, 3 St. Louis September 2, 1997

Bancshares, Inc., Marion,IL

Marion,IL

Mutual Bancorp ofthe Trust Company ofthe 4 Boston October 10, 1997

Berkshires, Inc., Berkshires, N.A., Pittsfield,

Pittsfield, MA MA, perfomring trust

company functions (b)(5)

Mutual Bancorp ofthe Lee National Banc Corp., 3 Boston September 19, 1997

Berkshires, Inc., Lee, MA, & First National

Pittsfield, MA Bank ofthe Berkshires,

Lee, MA & City Savings

Bank ofPittsfield,

Pittsfield, MA

Mutual Bancorp ofthe Pittsfield Central 4 Boston October 10, 1997

Berkshires, Inc., Development Company,

Pittsfield, MA LLC., Pittsfield, MA,

community development

activities (b)(12)

Myers, Judy Noe, Rusk County Bancshares, CIBC Dallas September 24, 1997

Dallas, TX Inc., Henderson, TX &

Peoples State Bank,

Henderson, TX

National Bank of Natbank, N.A., Hollywood, 3 New York October 3, 1997

Canada, Montreal, FL & Natbank, N.A.

Canada & NatBC

Holding Corporation,

Hollywood, FL

National City Fourth First Bancorp, Inc., 3 S1. Louis October 3, 1997

Bancshares, Inc., Huntingburg, IN & First

Evansville, IN Bank ofHuntingburg,

Huntingburg, IN

National Commerce First Market Banks, FSB, 4 S1. Louis October 10, 1997

Bancorporation, Memphis, TN, operation of

Memphis, TN a federal savings bank

(b)(4).

New Amboy, Inc., Old Amboy Bancorporation, 3 New York September 26, 1997

Bridge, NJ Old Bridge, NJ & Amboy

National Bank, Old Bridge,

NJ

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

Northside Banking Northside Bank ofTampa, 3 Atlanta August 29, 1997

Corporation, Tampa, FL Tampa, FL

Norwest Corporation, Cityside Fin.'l Serv.s of WI, 4 Minneapolis October 17, 1997

Minneapolis, MN, Inc., Cityside Savings &

through its wholly Fin.'l Services, Co., &

owned subsidiaries Cityside Insurance Co.,

Norwest Financial Ltd., Eden Prairie, MN, in

Services, Inc., and consumer fm. (b)(1); the

Norwest Financial, Inc., sale ofinsur. (b)(11)(i), (ii)

both of Des Moines, IA & (iii) & the operation of a

nonbank depository

institution (b)(4)

O.A.K. Financial Caledonia Financial 3 Chicago August IS, 1997

Corporation, Byron Corporation,

Center, Caledonia, MI, & State

MI Bank of Caledonia,

Caledonia,

MI

Olney Bancshares of First National Bank of 3 Dallas October 16, 1997

Texas, Inc., Olney, TX Borger, Borger, TX;

& Olney Bancorp of Citizens National Bank of

Delaware, Inc., Childress, Childress, TX &

Wilimington, DE First State Bank of

Canadian, N.A., Canadian,

TX

Olympian New York Olympian Bank, Brooklyn, 3 New York October 9, 1997

Corporation, Brooklyn, NY

NY

Olympic Bancorp, Port Kitsap Bank, Port Orchard, 3 San Francisco September 19, 1997

Orchard, WA WA

One Valley Bancorp, One Valley Bank-Central 3 Richmond October 9, 1997

Inc., Charleston, WV Virginia, N.A., Lynchburg,

VA

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

Paradigm First National Bank of 3 Dallas October 3, 1997

Bancorporation, Inc., Dayton, Dayton, TX

Houston, TX &

Paradigm Delaware

Bancorporation, Inc.,

Dover, DE

Pederson, Richard Paul Page Bank Holding crnc Minneapolis October 17, 1997

II, Page, ND Company, Page, ND, &

Page State Bank, Page, ND

Penns Wood Bancorp, Columbia Financial 3 Philadelphia October 20, 1997

Inc., Williamsport, PA Corporation, Bloomsburg,

PA & First Columbia Bank

& Trust Company,

Bloomsburg, PA

Peoples Bancorp, Inc., Gateway Bancorp, Inc., 4 Cleveland August I, 1997

Marietta,OH Catlettsburg, KY, and

Catlettsburg Federal

Savings Bank, Catlettsburg,

KY operating a savings

association (b)(4)(ii)

Peoples Bancorporation, Peoples Investment 3 St. Louis October 17,1997

Inc., Cuba, MO Corporation, Cuba, MO &

Peoples Bank, Cuba, MO

Peoples Commercial Bank ofCommerce, 3 Kansas City September 26, 1997

Bancorp, Inc., Stilwell, Stilwell, OK & Peoples

OK Bank, Westville, OK

Peoples Community Farmers Bank of Malone, 3 Atlanta August II, 1997

Bancshares, Inc., Malone, FL

Colquitt,

GA

Peoples Financial Corp., Elderton State Bank, 3 Cleveland August 25, 1997

Inc., Ford City, PA Elderton, PA

Plainview Holding American National 3 Kansas City June 23, 1997

Company, Creighton Co.,

Pilger, NE Creighton, NE, and

American National Bank of

Creighton,

Creighton, NE
------------------

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

Planters & Merchants Homestead Bank, S.S.B., 3 Dallas August 14, 1997

Bancshares, Inc., College Station, TX

Hearne,

TX, & Planters &

Merchants Bancshares

of Delaware, Inc.,

Wilmington, DE

Platt, Michael D., B-K Agency, Inc. Hardtner, CIBC Kansas City September 10, 1997

Hardtner, KS; Molz, KS, & The Farmers State

James L., Kiowa, KS; Bank, Hardtner, KS

Collins, David C., &

Pederson, Roland

C., both ofBurlington,

OK

Popular, Inc., Hato Rey, Houston Bancorporation, 3 New York October 16, 1997

Puerto Rico Inc., Houston, TX, &

Citizens National Bank,

Houston, TX

Preimer Bancorp, Inc., Preimer Bank, Doylestown, 3 Philadelphia October 23, 1997

Doylestown, PA PA

Premier Bancshares, Citizens Gwinnett 3 Atlanta October 31, 1997

Inc., Atlanta, GA Bankshares, Inc., Duluth,

GA & Citizens Bank of

Gwinnett, Duluth, GA

Prillaman, Bob Maurice Independent Bancshares, CIBC Atlanta August 29, 1997

& Lillias B., Marietta, Inc., Powder Springs, GA

GA

Proffitt, Richard Todd, Tennessee State CIBC Atlanta August 5, 1997

Pigeon Forge, TN Bancshares, Inc., Pigeon

Forge, TN (formerly

Gatlinburg, TN), and

Tennessee State Bank,

Gatlinburg, TN

Progress Bancshares, Progress Bank of Sullivan, 3 St. Louis August 8, 1997

Inc., Sullivan, MO Sullivan, MO, a

de novo bank

Provident Financial Florida Gulfcoast Bancorp, 3 Cleveland July 24, 1997

Group, Inc., & FGBI Inc., Sarasota, FL, and

Acquisition Corp., both Enterprise National Bank of

ofCincinnati, OH Sarasota,

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

Rice Lake Bancorp, TALCO, Inc., Menomonie, 3 Minneapolis October 9, 1997 _

Inc., Rice Lake, WI WI & Menomonie Shares,

Inc., Menomonie, WI;

Menomonie Financial

Services, Inc., Menomonie,

WI & First Bank and Trust,

Menomonie, WI

Riverside GulfCoast Riverside Bank ofthe Gulf 3 Atlanta October 24, 1997

Banking Company, Coast, Cape Coral, FL

Cape Coral, FL

Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997

Bankshares, Conyers, Conyers, GA

GA

CORRECTION

Rockdale National Rockdale National Bank, 3 Atlanta August 25, 1997

Bankshares, Inc., Conyers, GA

Conyers, GA

Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997

Bankshares, Inc., Conyers, GA

Conyers, GA

Roscoe Community Roscoe Financial Services, 3 Minneapolis October 28, 1997

Bankshares, Inc., Inc., Roscoe, SD & First

Roscoe, SD State Bank of Roscoe,

Roscoe, SD

Roseau Realty Co., Inc., Citizens State Bank of 3 and 4 Minneapolis October 23, 1997

Roseau, MN Roseau, Roseau, MN, in

general insurance agency

activities (b)(11 )(iii)(A)

Security Bank Holding Pacific State Bank, 3 San Francisco October 20, 1997

Company ESOP and Reedsport, OR

Security Bank Holding

Company, both ofCoos

BaY,OR

Security State Merchants and Planters 3 St. Louis October 24, 1997

Bancshares, Inc., Bank of Hornersville,

Charleston, MO Hornersville, MO

Shields, James Homer, Sebastian Bankshares, Inc., CIBC St. Louis September 24, 1997

III, London, England Barling, AR & River Valley

Bank and Trust, Lavaca, AR
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

SIS Bancorp, Inc., Glastonbury Bank & Trust 3 Boston October 16, 1997

Springfield, MA Company, Glastonbury, CT

Smith Mustang Ltd., Mustang Financial CIBC Dallas October 28, 1997

Rio Vista, TX; Lowell Corporation, Rio Vista,

Smith, Jr., General TX, & First State Bank of

Partner Rio Vista, Rio Vista, TX

Smith(l), Billy, Miller; Hindman Banchsares, Inc., CIBC Cleveland October 30, 1997

VVeinberg, Tracey Kindman, KY & Hindman

Smith; Dirk Smith Bank, Hindman, KY

Trust; Smith, VVilliam CONTINUED

Dirk, Hindman, KY;

Larwence, Marcia,

Lexington, KY; Bartley,

Valerie Smith; Barley,

Carew Smith, Pikeville,

KY; Smith, Benjamin

Lee;

CONTINUED

Smith(2), Billy Miller; CIBC Cleveland October 30, 1997

Smith, VVilliam Samuel,

Archbold, OR; National

City Bank, Trustee for

U/VV Philip Lawrence,

Cleveland, OH

collectively referred to

as the Smith Family

CONTINUED

Smith, Carmen P. AmeriBancShares, Inc., CIBC Dallas September 24, 1997

Family Limited VVichita Falls, TX &

Partnership; Smith, AmeriBancShares of

Carmen P.; & Delaware, Inc.,

VVoodruff, Peggie 1., as VVilmington, DE &

General Partners, all of American National Bank,

VVichita Falls, TX VVichita Falls, TX

Smith, James Randel, Tabor Enterprises, Inc., CIBC Chicago October 1, 1997

Auburn, NE; Jobe, Jerry Tabor, IA & First State

A. Tabor, IA; and Bank, Tabor, IA

Schaaf, Grant, T.,

Randolph, IA
============------

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

Smith, James Randel, Tabor Enterprises, Inc., CIBC Chicago October 1,1997.

Auburn, NE; Jobe, Jerry Tabor, lA, & First State

A., Tabor, lA, and Bank, Tabor, IA

Schaaf, Grant T., CORRECTION

Randolph, IA

CORRECTION

Spanjer, Leland, Cozad, C.S.B. Co., Cozad, NE, crnc Kansas City August 11, 1997

NE, in his capacity as Cozad State Bank & Trust

Personal Representative Company, Cozad, NE, and

ofthe Estate ofClifford First National Bank of

G. Young Chamon,Chamon,NE

Sparta Union Union National Bank & 3 Chicago November 3,1997

Bancshares, Inc., Sparta, Trust Company, Sparta, WI

WI

Spectrum First Savings & Loan 4 Minneapolis September 26, 1997

Bancorporation, Inc., Association ofSouth

Omaha,NE Dakota, Inc., Aberdeen, SD

in the operation ofa savings

association (b)(4)

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

SWB Bancshares, Inc., Southwest Bank, Fort 3 Dallas October 23, 1997

Fort Worth, TX & SW Worth, TX

Financial, Inc., Dover,

DE

TCA Financial Trust Company ofAmerica, 3 Kansas City October 31, 1997

Corporation, Boulder, CO

Englewood, CO

The First national Bank The First National Agency 3 Minneapolis October 20, 1997

ofSt. James ESOP, St. at St. James, S1. James, MN,

James, MN & The First National Bank

of S1. James, S1. James, MN

The Marine BancCorp, The Marine Bank, 3 Richmond October 6, 1997

Inc., Chincoteague, VA Chincoteague, VA
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

The Sanwa Bank Morcroft Capital 4 San Francisco October 21, 1997

Limited, Osaka, Japan Corporation, Fairfield, NJ,

leasing& fmancing

activities, (b)(3) & (b)(l)

Triangle Bancorp, Inc., Bank ofMecklenburg, 3 Richmond August I, 1997

Raleigh, NC Charlotte, NC

Trust No.3 Under Will Pea River Capital 3 Atlanta November 3, 1997

ofCharles Henderson, Corporation, Elba, AL, &

Troy,AL The Peoples Bank ofCoffee

County, Elba, AL

Trust No.3 Under Will Pea River Capital, .. Atlanta October 24, 1997

ofCharles Henderson, " Corporation, Elba, AL, &

Troy,AL, Peoples Bank ofCoffee

& Henderson County, Elba, AL

Bancshares, Inc., Troy,

AL

Trustbank Financial Trust Bank ofColorado, 3 Kansas City October 20, 1997

Corporation, Denver, CO Denver,CO

U.S. Bancorp(2), arranging commercial real 4 Minneapolis October 29, 1997

Minneapolis, MN estate equity financing,

CONTINUED asset manamange servicing

& collection activities, &

acquiring debt in default

(bX2)(ii), (vi), & (vii);

leasing personal or real

property (b)(3); financial &

investment advisory (b)(6);

CONTINUED

U.S. Bancorp(3), agency transactional 4 Minneapolis October 29, 1997

Minneapolis, MN services for customer

CONTINUED investments (b)(7);

investment transactions as

principal (b)(8);

management consulting &

counseling (bX9);(iXA)(1)

and (2); & insurance agency

activities (bXll)(vii)
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

U.S. Bancorp, Zappco, Inc., St. Cloud, 3 and 4 Minneapolis October 24, 1997

Minneapolis, MN MN & The First National

Bank ofLittle Falls, Little

Falls, MN; Melrose State

Bank, Melrose, MN; &

Zapp National Bank of St.

Cloud, St. Cloud, MN &

Zapp Data, Inc., St. Cloud,

MN, providing data

processing services (b)(14)

Union Planters Capital Bancorp, Miami, FL 3 St. Louis October 3, 1997

Corporation, Memphis, & Capital Bank, Miami, FL

TN

US Bancorp(1), U.S. Bancorp Investment, 4 Minneapolis October 29, 1997

Minneapolis, MN Inc., Minneapolis, MN, in

CONTINUED underwriting & dealing in

commercial paper,

municipal revenue bons,

mortgage-backed securities,

& consumer-receivablerelated securities; in

extending credit &

servicing loans (b)(1);

CONTINUED

UST Corp. Boston, MA Firestone Financial Corp., 4 Boston September 5, 1997

CORRECTION Newton, MA in installment

loan and lease fmancing

activities to commercial

customer (b)(1) & (b)(3)

UST Corp., Boston, MA Firestone Financial Corp., 4 Atlanta September 15, 1997

Newton, MA in installment

loan & lease fmancing

activities to commercial

customers (b)(1) & (b)(3)

Vail Banks, Inc., Vail, Cedaredge Financial 3 Kansas City October 6, 1997

CO Services, Inc., Cedaredge,

CO

Voorhees, Steven L., Harvard State Company, CIBC Kansas City September 29, 1997

Harvard, NE Harvard, NE & Harvard

State Bank, Harvard, NE
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Wachovia Corporation, 1st United Bancorp, Boca 3 Richmond September 15, 1997

Winston-Salem, NC Raton, FL, & First United

Bank, Boca Raton, FL, &

United Bancorp's

subsidiary, Island

Investment Service, Inc.,

Palm Beach, FL in

securities brokerage

activities (b)(7)(i)

Wachovia Corporation, Central Fidelity Banks, 3 and 4 Richmond September 26, 1997

Winston-Salem, NC Inc., & Central Fidelity

National Bank, Richmond,

VA; Central Fidelity

Insurance Agency,

Inc., Richmond, VA acting

as an agent or broker in the

sale of credit related

insurance (b)(11)

Warwick Community Warwick Savings Bank, 3 New York October 24, 1997

Bancorp, Inc., Warwick, Warwick, NY

NY

Washington Bancorp, Rubio Savings Bank of 3 and 4 Chicago October 23, 1997

Washington,IA Brighton, Brighton, IA &

Washington Federal

Savings Bank, operating a

savings association (b)(11)

Wingate, J. Alton, Community Bankshares, CIBC Atlanta October 16, 1997

Cornelia, GA Inc., Cornelia, GA, &

Community Bank & TrustJackson, Commerce,

GA; Community Bank &

Trust-Troup, LaGrange,

GA, & Community Bank &

Trust-Alabama, Union

Springs, AL

Winter-Park Owen-Curtiss Financial 3 Minneapolis October 23, 1997

Bancshares, Inc., Corporation, Rice Lake, WI

Cameron, WI & Brill Bancshares, Inc.,

Rice Lake, WI & Brill State

Bank, Brill, WI

Yaeger, Marion P., Litchfield Bancshares CIBC St. Louis September 26, 1997

Trust, Grand Rapids, MI Company, Litchfield, IL &

Litchfield National Bank,

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

Young, David E., EastRidge CIRC Atlanta July 22, 1997

Chattanooga, TN Bancshares, Inc., East

Ridge, TN, and Bank of

East Ridge, East Ridge, TN

Young, Susan Aileen, C.S.B. Co., Cozad, NE, and CIBC Kansas City August 5, 1997

Chicago,IL Cozad State Bank & Trust

Company, Cozlld, NE, and

First National Bank of

Chadron, Chardron, NE

Zions Bancorporation, GB Bancorporation, San 3 San Francisco September 15, 1997

Salt Lake City, UT Diego, CA, & Grossmont

Bank, San Diego, CA

Zions Bancorporation, GB Bancorporation, San 3 San Francisco September 22, 1997

Salt Lake City, UT Diego, CA & Grossmont

Bank, San Diego, CA;

Rancho Vista National

Bank, Vista, CA & Pacific

Commerce Bank, Chula

Vista, CA
Addresses for Comments and Information Requests

Addresses for comments differ from those for information requests.

Addressesfor Comments

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

the Board.

Federal Reserve Bank ofBoston

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-]521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH

44]01-2566

Federal Reserve Bank ofRichmond

A. Linwood Gill, III, Assistant Vice President, 70] 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 ofChicago

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 ofAna]ytical Support, Consumer Regulation Group, 101 Market Street, San

Francisco, CA 94105-1579

Board of Governors ofthe Federal Reserve System

William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001
Information Requests

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

expedited basis from the appropriate Federal Reserve Bank. The public portion ofthe 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)
Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

The Toronto-Dominion Kennedy Cabot & Co., 4 New York November 4, 1997

Bank, Toronto, Canada, Beverly Hills, CA, in

& Waterhouse Investors investment advisory

Services, Inc., New aetivities & securities

York, NY brokerage & riskless

principal activities (b)(6)

and (7)

WNB Bancshares, Inc., City National Bank, Austin, 3 Dallas November 14, 1997

Odessa, TX TX, a de novo bank
_.---------~-- 

Information Requests

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

expedited basis from the appropriate Federal Reserve Bame The public portion ofthe 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 Cannody (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 ofCleveland

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 S1. 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 ofInformation Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)
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 October 10,1997

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.1817G)), Regulation Y (12

CFR 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 ofthe public comment period. Addresses for the Board and Federal Reserve Banks

are listed at the end ofthis release.

The public portions ofthe 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 ofthis 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

Area bancshares Security First Network 4 St. Louis November 5, 1997

Corporation, Bank, Altanta, GA &

Owensboro, KY Solutions by Design, Inc.,

Atlanta, GA in data

processing & data

transmission services (b)( 14)

Broun Family Georgia National Bancorp, CIRC Atlanta November 3, 1997

Partnership LLP & Inc., Athens, GA & The

Conway C. Broun, Georgia Bank, Athens, GA

Managing Partner,

Athen, GA

Citizens Effmgham Citizens Bank of 3 Atlanta November 14, 1997

Bancshares, Inc., Leeds, Effmgham, Springfield, GA

AL

Covenant Bancgroup, Covenant Bank, Leeds, AL 3 Atlanta November 14, 1997

Inc., Leeds, AL

First State Financial First State Bank, Sarasot, 3 Atlanta November 14, 1997

Corporation, Sarasot, FL FL (formerly First State

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

Louisville Development Louisville Enterprise 4 St. Louis November 4, 1997

Bancorp, Inc., Center, Inc., Louisville,

Louisville, KY KY, in community

development activities

(b)(l2)

NationsBank Barnett Banks, Inc., & 3 and 4 Richmond November 13, ]997

Corporation(I), & NB Barnett Bank, Nat'l

Holdings Corporation, Association,

both ofCharlotte, NC Jacksonville, FL &

CONTINUED Community Bank ofthe

Islands, Sanibel, FL, &

acquire a savings assoc.,

(b)(4); Barnett Community

Development Corp.,

Jacksonville, FL, in

community development

(b)(l2);

CONTINUED

NationsBank EquiCredit Corp., 3 and 4 Richmond November 13, 1997

Corporation(2), & NB Jacksonville, FL, in lending

Holdings Corporation, (b)(1); Equity/Protect

Jacksinville, FL Reinsurance Co.,

CONTINUED Jacksonville, FL in credit

realted insurance (b)(11) &

Honor Technologies, Inc.,

Maitland, FL, in data

processing & management

consulting (b)(9) & (b)(14)

North Shore Bancorp, North Shore Bank, 3 Boston November 14, 1997

Peabody, MA Peabody, MA

Rogers Family Limited Rogers Bancshares, Inc., CIBC St. Louis November 4, 1997

Partnership No.2 & Little Rock, AR &

Doyle W. Rogers, Metropolitan National

General Partner, Bank, Little Rock, AR

Batesville, AR

State Financial Services Richmond Bancorp, Inc., 3 and 4 Chicago November 14, 1997

Corporation, Hales Gurnee, IL & Richmond

• Comers, WI Bank, Richmond, IL &

Ricmond Financial

Services, Inc., Richmond,

IL, in discount brokerage,

insurance agency activities

& management advisory

services (b)(7), (b)(11) &

(b)(6)(iii)
------- ---- -------------- --------

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

The Toronto-Dominion Kennedy Cabot & Co., 4 New York November 4, 1997

Bank, Toronto, Canada, Beverly Hills, CA, in

& Waterhouse Investors investment advisory

Services, Inc., New aetivities & securities

York,NY brokerage & riskless

principal activities (b)(6)

and (7)

WNB Bancshares, Inc., City National Bank, Austin, 3 Dallas November 14, 1997

Odessa, TX TX, a de novo bank
,

Addresses for Comments and Information Requests

Addresses for comments differ from those for information requests.

Addressesfor 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 ofAnalytical 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
Information Requests

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

expedited basis from the appropriate Federal Reserve Bank. The public portion ofthe 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 ofChicago

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: 2 [4-922-6302)

Federal Reserve Bank of San Francisco

Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors ofthe Federal Reserve System

Freedom ofInformation Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)