Federal Reserve Bank of Richmond

Week ending June 6, 1997

Definition of Ratings

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

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

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

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

RSSD Examination
Number Name of Bank ——Date _ Rating

None.



ION V_- AVAILABILITY OF CRA VALUATIO
FOR THE WEEK OF JUNE 2. 1997

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 need 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 nei ghborhoods ,
in a manner consistent with its resources and capabilities.

Date of

None.



Federal Reserve Bank of Kansas City va week ending 06/06/97

Te -
APPLICATION COMMENT PERIOD ENDING DATE,
None.
SECTION Il - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION COMMENT PERIOD ENDING DATE
George H. Moyer, Jr., Madison, Nebraska, for prior Tune 26, 1997

approval to acquire an additional 12.84 percent, for a
total of 28.09 percent, and Jon M. Moyer, Madison,
Nebraska, to acquire an additional 12.84 percent, for a
total of 31.83 percent, of the voting sharcs of Madison
Bancshares, Inc., Madison, Nebraska, and thereby
indirectly acquire The Bank of Madison, Madison,

Nebraska.
= T D} RN
APPLICATION COMMENT PERIOD ENDING DATE
Altus NBC Corporation, Inc., Oklahoma City, June 25, 1997

Oklahoma, for prior approval to engage de novo in the
activity of providing data processing scrvices to
others, through a nonbank subsidiary, NBC
Technologies, Inc., Oklahoma City, Oklahoma.



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Bedene, John B.,
Bedene, Bruce Fowler,
Bualle, Becky Suzanne,
and Bedene, Barry
William, as co-trustees
of the Trust Estate
established by the Will
of John H. Bedene,
Deceased, all of Arma,
KS

Bedford Bancshares,
Bedford, TX, and
Bedford Delaware
Bancshares, Inc.,
Dover, DE

Binger Agency, Inc.,
Binger, OK

Caisse Nationale de
Credit Agricole and
Credit

Agricole Indosuez
(formerly Banque
Indosuez), both of Paris,
France

Central Illinois Bancorp,
Sidney, IL

Century Bancorp, MHC,
Bridgeton, NJ;

and Century Bancorp,
Inc.,

Bridgeton, NJ

City Bancorp,
Springfield, MO

Bedene Insurance Agency,
Inc.,

Arma, KS, and

The First State Bank,
Arma, KS

Western American National
Bank,
Bedford, TX

Midstate Bancorp, Inc.,
Hinton, OK, and
Legacy Bank TC,
Blanchard, OK, and
Legacy Bank,

Hinton, OK

Indosuez Carr Futures, Inc.,
Chicago, IL, purchasing the
institutional futures
business of Dean Witter
Reynolds, Inc., & its
London, England, based
affiliate, Dean Witter
Reynolds, Internat'l.,Ltd.,
financial & investment
advise (b)(6) and (7)

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

Cedarburg, WI

Century Savings Bank,
Bridgeton, NJ

THE BANK, Springfield,
MO, a de novo bank

CIBC.

Kansas City

Dallas

Kansas City

Chicago

Chicago

Philadelphia

St. Louis

June 18, 1997

June 23, 1997

June 20, 1997

June 13, 1997

June 26, 1997

May 1, 1997

July 3, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

Absecon Bancorp, Absecon, NJ to form a bank holding company through the acquisition of the
First National Bank of Absecon, Absecon, NJ, pursuant to Section 3 of the Bank Holding
Company Act.

Newspaper comment period expires: 06/18/97*

*Publication is not required. However, notificant choose to publish anyway.

Pennsylvania State Bank, Camp Hill, PA to establish a branch office at One North Hanover
Street, Carlisle, PA, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: 06/30/97
ECTION II - APPLI' RECE) BOTH PAPER
D RAL REGI ICE

Fulton Financial Corp, Lancaster, PA to acquire 100 percent of the voting shares of The
Peoples Bank of Elkton, Elkton, MD., pursuant to Section 3(a)(3) of the Banking Holding
Company Act.

Newspaper comment period expires: 06/23/97
Federal Register comment period expires: N/Avail

Ei III - AP} TI (VED T ‘EDERAL
REGISTER NOTICE ONLY
CoreStates Financial Corp, Philadelphia, PA to expand the activities of CoreStates Securities

Corp to include Tier One Section 20 powers, pursuant to Section 4(c)(8) of the Bank Holding
Company Act.
Federal Register comment period expires: N/Avail

IV - T T E
REGISTER NOTICE OR NEWSPAPER

NONE



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Mauldin, Leonard P.,
Town Creek, AL,
Mauldin, Macke B.,
Sheffield, AL, and
Mauldin, E. Fennel, Jr.,
Sheffield, AL, as the
MPEFM, II Limited
Partnership

Meade Bancorp, Inc.,
Brandenburg, KY

Mellon Bank
Corporation,
Pittsburgh, OH

Midwest
Bancorporation, Inc.;
Midwest Bancshares,
Inc., and Affiliated
Employee

Stock Ownership Plan,
all of Poplar Bluff, MO

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Morris Mayer
Testamentary Trust,
Walkenhorst, Dale as
Trustee,

Madison, NE.

BancIndependent, Inc., CIBC
Sheffield, AL,
and Bank Independent,

Sheffield, AL

Bedford Loan & Deposit 3
Bancorp, Inc.,

Bedford, KY, and

Bedford Loan & Deposit

Bank,

Bedford, KY

Buck Consultants, Inc., 4
New York, NY,

employee benefits

consulting (b\(9)(ii)

Midwest Bancshares, Inc., 3
Poplar Bluff, MO, and

First Midwest Bank of

Dexter, Dexter, MO; First
Midwest Bank of Piedmont,
Piedmont, MO; and Carter
County State Bank, Van

Buren, MO

The Bank of Galveston, 3
N.A,,
Galveston, TX

The Moody National Bank 3
of Galveston,
Galveston, TX

Madison Bancshares, Inc., CIBC
Madison, NE,
Bank of Madison,

Madison, NE

Atlanta

St. Louis

Cleveland

St. Louis

Dallas

Dallas

Kansas City

June 2, 1997

June 20, 1997

May 27, 1997

June 16, 1997

June 30, 1997

June 27, 1997

April 7, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
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
Lane, Richard E.(1); South Texas Capital Group, CIBC Dallas May 2, 1997
McFadin, Nick, Jr.; Inc.,
Krause, Charles San Antonio, TX;
F.; Rockwald Ltd.; Plaza International Bank,
Wolff, Gary W.; N.A.,
Meadows, Gilbert R.; G. San Antonio, TX;
G. Gale Family CONTINUED
Partners, Ltd.; BGG
Associates, LC;
Schroeder, George F.;
all of San Antonio, TX;
CONTINUED
Lane, Richard E.(2), South Texas Capital Group, CIBC Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, Michael L. San Antonio, TX;
Garrett; Jack B. Plaza International Bank,
Sommerfield Defined N.A.,
Benefit Pension Plan, San Antonio, TX;
both of Dallas, TX; CONTINUED
Wolff, George A.;
Friddle, Paul R., both of
Boerne, TX;
CONTINUED
Lane, Richard E.(3), South Texas Capital Group, | CIBC Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, J. Patrick; and San Antonio, TX;
McDonie, Karen Plaza International Bank,
Wynne, NA,
Both of Houston, TX San Antonio, TX
Lashute, Ronald J., American Bancorp, Inc., CIBC Atlanta May 23, 1997
Opelousas, LA Opelousas, LA
and American Bank &
Trust Company,

Opelousas, LA



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Pinnacle Financial
Services, Inc., (2)
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc., (3)
St. Joseph, MI
CONTINUED

Plainview Holding
Company,
Pilger, NE

PN Holdings, Inc.,
Ann Arbor, MI

Provident Bankshares
Corporation,
Baltimore, MD

Randall M. Proctor,
Sandy, OR

provide advice in 4
connection with financing
transactions (b)(iii); IFB
Investment Services, Inc.,
Valparaiso, IN, financial &
investment advisory (b)(6);
& provide advice in
connection with financing
transactions (b)(iii); &
provide

CONTINUED

securities brokerage 4
services & riskless principal
transactions (b)(7), &

Forrest Holdings, Inc., &

Forrest Financial Corp.,

Lisle, IL, leasing

H)BM(KGi,

American National 3
Creighton Co.,

Creighton, NE, and

American National Bank of
Creighton,

Creighton, NE

Pelican National Bank, 3 and4
Naples, FL (in

organization);

Washtenaw Mortgage

Company,

Ann Arbor, MI, lending

(b)(1)

First Citizens Financial 4
Corp., Gaithersburg, MD,
and Citizens

Savings Bank, F.S.B.,
Gaithersburg, MD,
operating a saving
association (b)(4)(ii);
originating & selling
residential mortgage loans
(b)(1); and selling mortgage
life insurance (b)(11)(i)

CCB Financial Corporation, | CIBC
Sandy, OR, and Clackamas

County Bank, Sandy, OR

Chicago

Chicago

Kansas City

Atlanta

Richmond

San Francisco

June 19, 1997

June 19, 1997

June 23, 1997

April 21, 1997

June 30, 1997

June 23, 1997



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

Addresses for Comments

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

Federal Reserve Bank of Boston

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

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

Federal Reserve Bank of Philadelphia

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

Federal Reserve Bank of Cleveland

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

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

Federal Reserve Bank of Atlanta

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

Federal Reserve Bank of Chicago

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

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

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

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

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

Federal Reserve Bank of San Francisco

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

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



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Firstbank Corporation,
Alma, MI

Florida Bancshares, Inc.,
Dade City, FL

Fulton Financial
Corporation,
Lancaster, PA

Gideon Bancshares
Company,
Dexter, MO.

Gold Banc Corporation,
Inc.,
Prairie Village, KS

Greer, Elmo,
East Bernstadt, KY

Guaranty Bancshares
Corporation,
Kansas City, KS

Harris Financial MHC,
Harrisburg, PA

Hohl Financial, Inc.,
Wahoo, NE

Huntington Bancshares,
Inc.,

Columbus, OH
CONTINUED

Lakeview Financial
Corporation,
Lakeview, MI, and
Bank of Lakeview,
Lakeview, MI

First National Bank of
Pasco,
Dade City, FL

The Peoples Bank of
Elkton,
Elkton, MD

First Midwest Bank of
Chaffee,
Chaffee, MO.

Peoples Bancshares, Inc.,
Clay Center, KS, and
Peoples National Bank of
Clay Center, Clay Center,
KS

Cumberland Valley
Financial Company,
London, KY

Bank of Coffey,
Coffey, MO

Harris Financial Inc.,
Harrisburg, PA;
Harris Savings Bank,
Harrisburg, PA

Wahoo State Bank,
Wahoo, Nebraska

The Chase Manhattan
Corp., Bankers Trust New
York Corp., Citicorp and
Security Pacific Corp. (75.
Fed. Res. Bull. 192 (1989)

CIBC

Chicago

Atlanta

Philadelphia

St. Louis

Kansas City

Cleveland

Kansas City

Philadelphia

Kansas City

Cleveland

June 9, 1997

April 21, 1997

June 23, 1997

June 20, 1997

June 13, 1997

May 23, 1997

June 4, 1997

March 27, 1997

May 16, 1997

June 17, 1997



Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper

Notice Only
Comment Period
Type Application Ending Date
Merger & Branch M&I Bank of Fox Valley NP - **

Appleton, Wisconsin
5 branch offices of M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish a branch at 2009 East Calumet Street
Appleton, Wisconsin

Merger & Branch = M&I Bank Northeast NP - **
Green Bay, Wisconsin
10 branch offices of M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish 3 branches

Merger M&I Bank of Eagle River NP - **
Eagle River, Wisconsin
Eagle River, Wisconsin & Three Lakes, Wisconsin branches of
M&I Marshall & listey Bank
Milwaukee, Wisconsin

Merger M&I Bank of Menomonee Falls NP - **
Menomonee Falls, Wisconsin
Menomonee Falls, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I Bank of Shawano NP - **
Shawano, Wisconsin
Shawano, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I Bank of South Central NP - **
Watertown, Wisconsin
Watertown, Wisconsin branch office of
M&I Marshall & ilsley Bank
Milwaukee, Wisconsin

Merger M&I Central State Bank NP - **
Oshkosh, Wisconsin
Oshkosh, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/06/97
Section L- lications Subi N Notice ©
we C Period Ending D
Bank of Utah, Ogden, Utah, to establish a mobile Newspaper: 6/13/97
branch office to serve the counties of Box Elder,

Weber, Morgan, Davis, Salt Lake, Utah, and Summit
counties in the State of Utah. *

Newspaper and Federal Register Notice
Neighborhood Bancorp, San Diego, California, to Newspaper: Not available
become a bank holding company by acquiring
Neighborhood National Bank (In Organization), Fed. Reg.: 6/23/97
San Diego, California. *
Randall M. Proctor, Sandy, Oregon, to increase Newspaper: Not available
his ownership up to 24.0 percent of CCB Financial
Corporation, Sandy, Oregon. * Fed. Reg.: 6/23/97

None

None

* Subject to CRA.



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 5

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

BANK HOLDING COMPANIES

Chicago

Dallas

Chicago

Dallas

Philadelphia

Philadelphia

Chicago

Chicago

InvestorsBancorp, Inc., Pewaukee, Wisconsin -- to
acquire InvestorsBank.
Approved, June 4, 1997.

Mansfield Bancshares, Inc., Mansfield, Louisiana --
to acquire Riverside Bancshares, Inc., Logansport,
Louisiana, and Bank of Logansport.

Approved, June 6, 1997.

NEB Corporation, Fond du Lac, Wisconsin -- to acquire
State Bank of St. Cloud, St. Cloud, Wisconsin.
Approved, June 5, 1997.

New Woodson Bancshares, Inc., Graham, Texas -- to
acquire Woodson Bancshares, Inc., Woodson, Texas,
and First State Bancorp, Inc., Carson City, Nevada,
and First State Bank, Graham, Texas.

Withdrawn, June 2, 1997.

Northumberland Bancorp, Dunmore, Pennsylvania -- to
acquire The Northumberland National Bank,
Northumberland, Pennsylvania.

Approved, June 4, 1997.

Penncore Financial Services Corporation, Newtown,
Pennsylvania -- waiver of application to acquire ML
Bancorp, Inc., Villanova, Pennsylvania, and Main
Line Rank.

Returned, June 5, 1997.

Schonath Family Partnership, Limited Partnership,
Oconomowoc, Wisconsin -- to acquire Investors-
Bancorp, Inc., Pewaukee, Wisconsin, and
InvestorsBank.

Approved, June 4, 1997.

Shorebank Corporation, Chicago, Illinois -- to
acquire Shorebank Pacific Corporation, Ilwaco,
Washington, and ShoreTrust Bank, Seattle,
Washington.

Approved, June 3, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
licati Ending D
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Ws ister Noti

Comment Period
Applicati _Ending Date _
Cobb Limited Partnership, St. Croix Falls, Wisconsin to acquire June 23, 1997
control of 55.7% of the voting shares of Financial Services of (Federal Register)

St. Croix Falls, Inc., St. Croix Falls, Wisconsin.

James A. Espeland to acquire control of 31.3% of the voting shares June 26, 1997

of Henning Bancshares, Inc., Henning, Minnesota. (Federal Register)
New Prague Bancshares, Inc., New Prague, Minnesota for prior July 7, 1997
approval to become a bank holding company through the (Federal Register)

acquisition of 100% of the voting shares of Community Security
Bank, New Prague, Minnesota, a de novo bank. *

Waseca Bancshares, Inc., Waseca, Minnesota to engage de novo June 24, 1997
in industrial loan and thrift activities through a wholly-owned
subsidiary, American Savings, Inc., Farmington, Minnesota.

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only
Comment Period
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
ister Noti
licati Federal Register Notice or Newspaper Notice

Norwest Corporation, Minneapolis, Minnesota to engage in
the residential mortgage lending business through the
acquisition of Revelation Mortgage Company of America,
Washington, D.C., a joint venture with Revelation Mortgage
Corporation.

La Crescent State Bank, La Crescent, Minnesota, to become
a member of the Federal Reserve System.



Federal Reserve Bank of Atlanta

lication: letin for

ion 1 - icati ject to Newspaper Noti IL

Application Comment Period Ending Date

None.

Section 2 - Applications Subject to Both
New: ister Noti
Application Comment Period Ending Date
Commercial Bancshares of Ozark, Inc. Not yet available*
Ozark, Alabama
1-BHC formation, The Commercial Bank of Ozark, Ozark, Alabama.
Habersham Bancorp 06-09-97*
Cornelia, Georgia Newspaper

Notification by Mr. Thomas A. Arrendale, III, Ms. Cynthia A. Bussey, and Ms. Nelle Arrendale, as
partners of the Arrendale Undiversified Family Limited Partnership, to collectively to acquire 12.48
percent of the outstanding shares of Habersham Bancorp, Cornelia, Georgia.

Jamestown Union Bancshares, Inc. 06-18-97*
Jamestown, Tennessee Federal Register

Change in control by Mr. Willard M. Johnson, as managing general partner of the WMJ/RMJ Family

Limited Partnership II, Houston, Texas (Partnership), to transfer 17.7 percent of the shares of

Jamestown Union Bancshares, Inc., Jamestown, Tennessee, currently owned directly by him, to

Partnership, pursuant to the Change in Bank Control Act of 1978.

Section 3 - Applications Subject to Federal Register Only

Application Comment Period Ending Date

None.

tion 4 - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application

None.

*Subject to the provisions of the Community Reinvestment Act.



Type
3(a)(3)

3(a)3)

3(a(1)

3(a)(3)

3(a))

CoC-HC

Federal Reserve Bank of Chicago

Section II - Applications Subject to Both N 1 Federal

Register Noti

ae

Capitol Bancorp, Ltd.*
Lansing, Michigan

Valley First Community Bank (in organization)

Scottsdale, Arizona

Sun Community Bancorp, Ltd.*
Tucson, Arizona

Valley First Community Bank (in organization)

Scottsdale, Arizona

Bancorp of New Glarus, Inc.*
New Glarus, Wisconsin

Bank of New Glarus

New Glarus, Wisconsin

Shorebank Corporation*
Chicago, Illinois
Shorebank Pacific Corporation
Tlwaco, Washington
Shoretrust Bank
Seattle, Washington

Shorebank Pacific Corporation*
Ilwaco, Washington

Shoretrust Bank

Seattle, Washington

First State Bancorp of Monticello, Inc.
Monticello, Illinois
by John W. Corley

Comment Period

Ending Date

FR - 5-27-97
NP - 5-14-97

FR - 5-27-97
NP - 5-14-97

FR - 6-6-97
NP - 6-2-97

FR - 5-17-97
NP - 5-28-97

FR - 5-17-97
NP - 5-28-97

FR - 5-16-97
NP - 6-03-97



Federal Reserve B: rf
Applications Bulletin for Week Ending June 6, 1997

Recently Approved Applications Approval Date
Commercial Bank 06-06-97

Harrogate, Tennessee
To establish a branch located at the southeast corner of Emory and Primetime Roads, Knoxville,
Tennessee.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending June 6, 1997

ASSIGNMENT OF RATING
Identification of Ratin:

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 iow-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED. DATE OF EXAMINATION CRA RATING
American State Bank of Rapid City February 24, 1997 Outstanding
632 Main Street

Box 2530

Rapid City, SD 57709-2530



Federal Reserve Bank of Richmond

Section I - Applications Subject to Newspaper
Notice Only

Licati . i

Triangle Bank, Raleigh, North
Carolina, to establish a branch
inside the Winn Dixie Supermarket
at 211 North Berkeley Boulevard,
Goldsboro, North Carolina.*

Centura Bank, Rocky Mount, North
Carolina, to establish a branch
inside the Hannaford Brothers
Store at 1900 Republic Road,
Virginia Beach, Virginia.

Centura Bank, Rocky Mount, North
Carolina, to acquire the Chadbourn,
Clinton (two), Goldsboro, Kenansville,
Wadesboro (two), Whiteville, and
Williamston, North Carolina, branches
of United Carolina Bank, Whiteville,
North Carolina.*

Centura Bank, Rocky Mount, North
Carolina, to acquire the Faison,
Raeford, Rockingham, and Whiteville,
North Carolina, branches of Branch
Banking and Trust Company, Winston-
Salem, North Carolina.*

Citizens Bank of Tazewell, Inc.,
Tazewell, Virginia, to acquire the
Clintwood, Virginia, branch of First
Virginia Bank-Mountain Empire, Damascus,
Virginia; the Pound, Virginia, branch
of Premier Bank-Central, National
Association, Honaker, Virginia; and

the Fort Chiswell, Virginia, branch

of Premier Bank-South, N.A., Wytheville,
Virginia.*

F&M Bank - Allegiance, Inc., Bethesda,
Maryland, to establish a branch at 9401

Key West Avenue, Rockville, Maryland.*

*Application is subject to CRA requirements.

6-25-97

7-3-97

7-3-97

7-3-97

7-3-97

7-6-97



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Stearns Financial
Services, Inc.,
Employee Stock
Ownership Plan T1, St.
Cloud, MN, and Stearns
Financial

Services, Inc., St. Cloud,
MN

Sullivan, John C.,
Livingston, MT, and
Hornby, Mary C.,
Las Cruces, NM.

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

The Union Illinois 1995
Investment Limited
Partnership, Swansea,
IL

United Bankshares, Inc.,
Charleston, WV

United Rossevelt MHC,
and United Rossevelt
Bancorp,

both of Carteret, NJ

Valcourt, Jeffery T.,
Arlington, VA

Village Bancshares,
Inc.,
Springfield, MO

Arizona Community Bank

of Scottsdale,
Scottsdale, AZ

Northeastern Wyoming
Bank Corporation,
Newcastle, WY, and
First State Bank of
Newcastle,

Newcastle, WY

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

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

First Patriot Bankshares
Corporation,

Reston, VA, and
Patriot National Bank,
Reston, VA

United Rossevelt
Savings Bank,
Carteret, NJ

United Financial Banking
Companies, Inc.,

Vienna, VA, and

The Business Bank,
Vienna, VA

Village Bank,
Springfield, MO (a de
novo state charted bank)

3

CIBC

CIBC

Minneapolis

Kansas City

St. Louis

St. Louis

Richmond

New York

Atlanta

St. Louis

June 6, 1997

June 17, 1997

June 23, 1997

July 7, 1997

June 16, 1997

June 23, 1997

June 5, 1997

June 16, 1997



H.2

ADD
JUNE 2, 1997 TO JUNE 7, 1997 TTIONS AND CORRECTIONS
PAGE 10

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

BANK BRANCHES, DOMESTIC

Quad City Bank & Trust Company, Bettendorf, Towa --
to establish a branch at 3551 Seventh Street,
Moline, Illinois.

Approved, May 29, 1997.

Chicago

BANK HOLDING COMPANIES

Quad City Holdings, Inc., Bettendorf, Iowa -- to

Chicago
acquire Quad City Bank & Trust Company-Illinois,
Moline, Illinois.
Permitted, May 29, 1997.
BANK MERGERS
Chicago Quad City Bank & Trust Company, Bettendorf, Iowa --

to merge with Quad City Bank and Trust Company-
Illinois, Moline, Illinois and to establish a
branch at 3551 Seventh Street.

Approved, May 29, 1997.



RESERVE BANK APPLICATIONS BULLETIN For week ending June 6, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE
None.

SECTION II - APPLICATIONS SUBJECT TO BOTH.
NEWSPAPER AND FEDERAL REGISTER NOTICE

licati End of Comment Period

* Section 3(a)(3) notification by The Union Illinois

1995 Investment Limited Partnership, Swansea,

Illinois, to acquire up to 18.22% of The Union

Illinois Company, Sawnsea, Illinois. Newspaper: 7-4-97

* Section 3(a)(3) notification by Central Bancompany,
Inc., Jefferson City, Missouri, to acquire Farmers
and Traders Bancshares, Inc., California, Missouri. Newspaper: 7-7-97

* Section 3(a)(1) notification by City Bancorp,

Springfield, Missouri, to acquire THE BANK,
Springfield, Missouri. Newspaper: 7-3-97

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

None.
TI - APPL’ NS NOT
OR NEWSPAPER NOTICE
Application End of Comment Period
None.

* This notification is subject to CRA.



Federal Reserve Bank of Chicago

Ii] - Application: je Federal Register
oti seth
Comment Period
Type lication Ending Date
4(c)(8) Caisse Nationale de Credit Agricole, S.A. FR - 6-13-97
Paris, France
Dean Witter Reynolds Inc.

New York, New York
Dean Witter International, Ltd.
London, England

4(c)(8) Credit Agricole Indosuez FR - 6-13-97
Paris, France
Dean Witter Reynolds Inc.
New York, New York
Dean Witter International, Ltd.
London, England

4(c)(8) Pinnacle Financial Services, Inc. FR - 6-19-97
St. Joseph, Michigan
CB Bancorp, Inc.
Michigan City, Indiana
Community Bank, a Federal Savings Bank
Michigan City, Indiana

4(c)(8) Pinnacle Financial Services, Inc. FR - 6-19-97

St. Joseph, Michigan
Indiana Federal Corporation
Valparaiso, Indiana
Indiana Federal Bank
Valparaiso, Indiana
IndFed Mortgage Company
Valparaiso, Indiana
IndFed Investment Services, Inc.
Valparaiso, Indiana
Forest Holdings, Inc.
Lisle, Illinois

4(c)(8) First Chicago NBD Corporation FR - **
Chicago, Illinois
First Chicago Capital Markets, Inc.
Chicago, Illinois



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

Secretary

San Francisco

Richmond

Richmond

Cleveland

Cleveland

Cleveland

Bank of America Trust Company of Florida, N.A., Boca
Raton, Florida, proposed merger with Bank of
America, NT & SA, San Francisco, California --
report on competitive factors.

Submitted, June 6, 1997.

Bank of Sumner, Sumner, Washington, proposed
acquisition of the assets and assumption of the
liabilities of the Buckley, Washington, branch of
Wells Fargo Bank, N.A., San Francisco, California -
- report on competitive factors.

Submitted, June 2, 1997.

Branch Banking and Trust Company, Winston-Salen,
North Carolina, proposed merger with United
Carolina Bank, Whiteville, North Carolina -- report
on competitive factors.

Submitted, June 4, 1997.

Branch Banking and Trust Company of South Carolina,
Greenville, South Carolina, proposed merger with
United Carolina Bank of South Carolina, Greer,
South Carolina -- report on competitive factors.

Submitted, June 2, 1997.

Community First Bank, Maysville, Kentucky, proposed
merger with Community First Bank, N.A., Ripley,
Ohio -- report on competitive factors.

Submitted, June 3, 1997.

First National Bank of Pa., Greenville, Pennsylvania,
proposed purchase of certain assets and assumption
of certain liabilities of The Metropolitan Savings
Bank of Youngstown, Ohio -- report on competitive
factors.

Submitted, June 3, 1997.

First National Bank of Slippery Rock, Slippery Rock,
Pennsylvania, proposed purchase of certain assets
and assumption of certain liabilities of First
Western Bank, Federal Savings Bank, Sharon,
Pennsylvania -- report on competitive factors.

Submitted, June 3, 1997.



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 6

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

BANK HOLDING COMPANIES

Chicago

Richmond

St. Louis

St. Louis

6c

CAPITAL STOCK

Kansas City

ANGE IN BANK CONTROL
St. Louis

Dallas

Shorebank Pacific Corporation, Ilwaco, Washington --
to acquire ShoreTrust Bank, Seattle, Washington.
Approved, June 3, 1997.

South Branch Valley Bancorp, Inc., Moorefield, West
Virginia -- to acquire shares of Capital State
Bank, Inc., Charleston, West Virginia.

Approved, June 2, 1997.

TCCBC Acquisition Corp (to be renamed Clay City Bank
Shares, Inc.), Clay City, Illinois -- to acquire
Clay City Banking Company.

Approved, June 3, 1997.

TrustCorp Financial, Inc., St. Louis, Missouri -- to
acquire Missouri State Bank and Trust Company.
Approved, June 5, 1997.

WMJ/RMJ Family Limited Partnership II --
determination that it is a family partnership under
the Bank Holding Company Act.

Granted, June 6, 1997.

First Kansas Holding Company, Junction City, Kansas -
- redemption of shares.
Approved, June 5, 1997.

Citizens Bancshares of Batesville, Inc., Batesville,
Arkansas -- change in bank control.
Permitted, June 5, 1997.

Quadco Bancshares, Inc., Ladenia, Texas -- change in
bank control.
Permitted, June 3, 1997.



Federal Reserve Bank of Richmond

Application mn Peri Ending Dat:

Provident Bankshares Corporation,

Baltimore, Maryland, to acquire

First Citizens Financial Corporation,

Gaithersburg, Maryland, and thereby

indirectly acquire Citizens Savings

Bank, F.S.B., Gaithersburg, Maryland.* 6-30-97

ection III - Applications Subject to Federal Register Notice

Application men iod Ei

None.

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice

Application

Bank of Mecklenburg, Charlotte,
North Carolina, for membership
in the Federal Reserve System.

Wachovia Corporation, Winston-
Salem, North Carolina, to acquire
the assets of Macro*World Research
Corporation, Winston-Salem, North
Carolina.

*Application is subject to CRA requirements.



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 9

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

EXTENSIONS OF TIME
Chicago

Richmond

MEMBERSHIP

Chicago

San Francisco

Lewis Management Company, Morris, Illinois --
extension to September 6, 1997, to acquire Illinois
Valley Bancorp, Inc., and Grundy County National
Bank.

Granted, June 3, 1997.

Woodsboro Bancshares, Inc., Woodsboro, Maryland --
extension to August 19, 1997, to acquire Woodsboro
Bank.

Granted, June 4, 1997.

Community Savings Bank, Robins, Iowa -- to become a
member of the Federal Reserve Systen.
Approved, June 3, 1997.

North County Bank, Escondido, California -- to become
a member of the Federal Reserve System.
Approved, June 6, 1997.



Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
Notice Onl 4
Comment Period
Type Application Ending Date
Merger & Branch M&I Lake Country Bank NP - **

Hartland, Wisconsin
Oconomowoc, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
326 East Wisconsin Avenue
Oconomowoc, Wisconsin

Merger M&I Merchants Bank NP - **
Rhinelander, Wisconsin
Rhinelander, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I First American Bank NP - **
Wausau, Wisconsin
Wausau, Wisconsin & Rothschild, Wisconsin branch offices of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

Merger & Branch M&I Bank of Racine NP - **
Racine, Wisconsin
Racine, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
468 College Avenue
Racine, Wisconsin

Branch State Bank NP - 6-14-97
Everly, lowa
301 North Main Street
Everly, lowa



ANNOUNCEMENT H.2, 1997, No. 23
Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending June 7, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

Mercantile Bancorporation, Inc., St. Louis, Missouri,
and Ameribanc, Inc. -- to acquire Roosevelt
Financial Group, Inc., Chesterfield, Missouri State
Bank and Trust Company, St. Louis, and Roosevelt
Bank, Chesterfield, all in Missouri.

Approved, June 4, 1997.

ENFORCEMENT

Bank of New York, New York -- order of prohibition
against Donald G. Austin, a former employee and
institution-affiliated party of The Bank of New
York.

Announced, June 3, 1997.

Crestar Securities, Inc., Richmond, Virginia, a
broker-dealer subsidiary of Crestar Financial
Corporation -- order to cease and desist against
Robert L. McCook, a former registered
representative and institution-affiliated party of
Crestar Securities.

Announced, June 3, 1997.

First State Bank of Maple Park, Maple Park, Illinois,
and Maple Park Bancshares -- written agreements
dated September 7, 1995, terminated June 2, 1997.

Announced, June 4, 1997.

Mount Vernon Bancshares, Inc., Mount Vernon,
Kentucky, and Jerry Ikerd and Brenda Ikerd -- cease
and desist order dated February 23, 1994,
terminated May 19, 1997,

Announced, June 4, 1997.

Nova Ljubljanska Banka d.d., New York, New York --
cease and desist order dated December 20, 1991,
terminated March 27, 1997.

Announced, June 4, 1997.

Purdy Bancshares, Inc., Monett, Missouri, and Glen
Garrett -- cease and desist order dated May 4,
1993, terminated March 25, 1997.

Announced, June 4, 1997.

State Bank of India, Bombay, India, and the bank's
Los Angeles, Chicago, and New York offices --
termination of cease and desist order dated
September 22, 1994, terminated March 24, 1997.

Announced, June 4, 1997.



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Corley, John William,
2)
Monticelli, IL

CoVest Bancshares,
Inc.,
Des Plaines, IL

Cox, Walter L., Sr.,
Naples, TX

Crites, John William,
Petersburg, WV

Deer, Charlie,
Monroeville, AL

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

Dresdner Bank
AG,Frankfurt,
Germany, and Dresdner
Kleinwort Benson,
New York, NY

Eagle Investment
Company, Inc.,
Glenwood, MN

and First State Bank of CIBC
Atwood,

Atwood, IL

CoVest Banc, N.A. 3

(formerly known as First
Federal Bank for Savings),
Des Plaines, IL

Morris County Bankshares, CIBC
Incorporated,

Naples, TX;

Morris County National

Bank,

Naples, TX

South Branch Valley CIBC
Bancorp, Inc.,

Moorefield, WV, and South

Branch Valley National

Bank of Moorefield,

Moorefield, WV

First Citizens Bancorp, Inc., | CIBC
Monroeville, AL

First Citizens Bank of

Monroe County,

Monroeville, AL

Ganis Credit Corporation, 4
Newport Beach, CA,
lending (b)(1)

extending credit & 4
servicing loans (b)(1),
leasing personal/real
property (b)(3), trust
company functions (b)(5),
financial/investment advisor
(b)(6); agency transactional
services for customer
investment (b)(8); &
management consulting &
conseling (b)(9)

Eagle Bank, 3
Glenwood, MN

Chicago

Chicago

Dallas

Richmond

Atlanta

New York

New York

Minneapolis

May 16, 1997

July 3, 1997

April 30, 1997

June 3, 1997

May 27, 1997

May 12, 1997

June 17, 1997

June 13, 1997



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
Ending Date

SECTION I
Applications Subject to Newspaper
Notice Only

None.

SECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

None.
CTION II

Nonbanking Applications
io Fed ‘ister Notii

Swiss Bank Corporation, Basel, Switzerland, to acquire ownership and

control of the subsidiaries of Dillon, Read Holding Inc., New York,

New York. 6/27/97
Bankers Trust New York Corporation, New York, New York, to acquire

Alex., Brown Incorporated, and engage in nonbanking activities including
operating Alex. Brown & Sons Incorporated, a subsidiary broker-dealer. N/A

SECTION IV
Applications Not Involving
Public Comment

None.

SECTION V
Availability of CRA Public Evaluations

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

Outstanding record of meeting community credit needs.

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

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

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



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

= APP’ T
WSP. T
Application n. x i
NONE
= AP. T T.
NEWSPAPER AND FEDERAL REGISTER NOTICE
Application Comment Period Ending Date
NONE
I_- AP
FEDERAL REGISTER NOTICE ONLY
Application Comment Period Ending Date
NONE

li .
NONE
yv - I L iV:
‘ . Examination Date Rating**
NONE
T. VI - 1 IN

Effective April 21, 1997, information regarding the comment periods associated with
. applications and notices submitted to the Federal Reserve Bank of Boston for

processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as

amended, will be available 24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.

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


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Reich Family Limited Blue Ridge Bancshares, CIBC Kansas City May 27, 1997
Partnership, Kansas City, _ Inc., Kansas City, MO, and
MO, and general Blue Ridge Bank and Trust
partners Carolyn Reich Co., Kansas City, MO
Weir, Independence,
MO, and Nancy Reich
Esry, Sarasota, FL
Republic Bancshares, F.F.O. Financial Group, 4 Atlanta May 23, 1997
Inc., Inc.,
St. Petersburg, FL St. Cloud, FL, and First

Federal Savings and Loan

Association of Ocelola

County, Kissimmee, FL,

operating a savings

association (b)(4)(ii)
Rossenberg, Clifford R., Security First Bank, CIBC San Francisco May 27, 1997
Sunset Beach, CA Fullerton, CA
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State

Bancshares

of Sabetha, Inc., Sabetha,

KS; Farmers

State Bank, Sabetha, KS;

Peoples Bancorp of

Belleville, Inc., and Peoples

Bank of

Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA.
Centralia, WA.
Simmons First National First Bank of Arkansas, 3 St. Louis June 27, 1997
Corporation, Russellville, AR, and
Pine Bluff, AR First Bank of Arkansas,

Searcy, AR

State Bank of Hawley
Employee Stock
Ownership Plan and
Trust,

Hawley, MN

Bankshares of Hawley, Inc.. 3
Hawley, MN, and

State Bank of Hawley,

Hawley, MN

Minneapolis

June 27, 1997


H.2A

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

Notices Filed as of June 6, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
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 of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

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

Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Ist United Bancorp, Seaboard Savings Bank, 4 Atlanta June 12, 1997
Boca Raton, FL F.S.B.,

Stuart, FL,

operating a savings
association (b)(4)(ii)

Allegiant Bancorp, Inc., Reliance Financial, Inc., St. 4 St. Louis June 9, 1997
Clayton, MO Louis, MI, and

Reliance Federal Savings

and Loan

Association of St. Louis
County, St. Louis, MI,
operating a savings and
loan (b)(4)(ii)

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

Oklahoma City, OK
providing data
processing services (b)(14)



Federal Reserve Bank of Chicago
- Availabili ic Ev

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending June 6, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

f Ratin:

O- 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.

S- 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.

NI - 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.

SN - 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.

SANK NAME/L Al AY DA’ RATINGS
First Community Bank 2/10/97 Ss

200 East Main Street

Harbor Springs, Michigan 49740-1512
(616) 526-2114

RSSD# 932745

Liberty Bank

815 North Water Street

Milwaukee, Wisconsin 53202-4201

(414) 223-8400 2/10/97 oO
RSSD# 755346



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

ECSB Holding American National 3 Atlanta June 27, 1997
Company, Inc., Financial Corporation,
Fort Walton Beach, FL Panama City, FL and

First National Bank

Northwest Florida,

Panama City, FL

Edgar County Banc Kansas Banc Corporation, 3 Chicago June 30, 1997
Shares, Inc., Kansas, IL, and Kansas
Paris, IL State Bank, Kansas, IL, and

Edgar County Bank & Trust

Co., Paris, IL

Espeland, James A., Henning Bancshares, Inc., CIBC Minneapolis June 26, 1997
Henning, MN Henning, MN,

and First National Bank of

Henning,

Henning, MN, and First

National Bank of Battle

Lake,

Battle Lake, MN

Ewen Bancshares, Inc., State Bank of Ewen, 3 Minneapolis June 26, 1997
Ewen, MI Ewen, MI
Exchange Bankshares The Farmers and Merchants 3. Kansas City May 2, 1997
Corporation of Kansas, State Bank,
Atchison, KS Effingham, KS
F & M Bancorporation, Clear Lake Bancorp, Inc., 3 Atlanta July 3, 1997
Inc., Kaukauna, WI, Clear Lake, WI, and
and F & M Merger Landmark Bank, Clear
Corporation, Kaukauna, Lake, WI
wi
Fannin Bancorp, Inc., Fannin Bancorp, Inc., 3 Dallas June 12, 1997
Employee Stock Windom, TX, and
Ownership Plan Fannin Bank,
and Trust, Windom, TX
Windom, TX
FBA Bancorp, Inc., Interim First Bank, S.B., 3 Chicago June 12, 1997
Chicago, IL Chicago, IL, a de
novo bank,
First Bank of the Americas,
SSB,

Chicago, IL



Federal Reserve Bank of Chicago

Section IV - Applications Not Subject to Federal Register or Newspaper Notice
Type Application

NONE



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 8

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

COMPETITIVE FACTORS REPORTS

Cleveland

San Francisco

Cleveland

Dallas

San Francisco

Chicago

Cleveland

Lebanon Citizens National Bank, Lebanon, Ohio,
proposed purchase of three Ohio branches of Key
Bank National Association, Cleveland, Ohio --
report on competitive factors.

Submitted, June 3, 1997.

Marina Bank, Marina Del Rey, California, proposed
merger with FCB Interim, Inc., El Segundo,
California -- report on competitive factors.

Submitted, June 4, 1997.

Old Phoenix National Bank of Medina, Medina, Ohio,
EST National Bank, Elyria, Citizens National Bank,
Canton, Peoples National Bank, Wooster, and Peoples
Bank, National Association, Ashtabula proposed
merger with First National Bank of Ohio, Akron,
Ohio -- report on competitive factors.

Submitted, June 3, 1997.

Pinemont Bank, Houston, Texas, proposed merger with
Southwest Bank of Texas, N.A. -- report on
competitive factors.

Submitted, June 3, 1997.

Redlands Federal Bank, Federal Savings Bank,
Redlands, California, proposed acquisition of the
assets and assumption of the liabilities of the
Irvine. branch of Pioneer Savings and Loan
Association, F.S.L.A. -- report on competitive
factors.

Submitted, June 4, 1997.

ShoreTrust Bank, Seattle, Washington, proposed
acquisition of the liabilities of South Shore Bank
of Chicago, Chicago, Illinois -- report on
competitive factors.

Submitted, June 3, 1997.

Three Rivers Bank and Trust Company, Jefferson
Borough, Pennsylvania, proposed merger with
Community Savings Bank, Monroeville, Pennsylvania -
- report on competitive factors.

Submitted, June 7, 1997.



Federal Reserve Bank of Atlanta
lications Bulletin for Week Ending June 6, 1997

Section 10 - Availability of CRA Public Evaluations

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

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

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

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

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

Bank RA Ratin Examination Date
Southern Security Satisfactory 02-17-97
Bank of Hollywood

Post Office Box 6699

Hollywood, Florida 33081

(954) 985-3900

Gulf Bank Satisfactory 02-24-97

Post Office Box 015-299
Miami, Florida 33145
(305) 443-4853



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

PBT Bancshares, Inc.,
McPherson, KS

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples-Marion
Bancorp, Inc.,
Marion, KY

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

Pinnacle Financial
Services, Inc. (A),
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc. (B),
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc., (1)
St. Joseph, MI
CONTINUED

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,

Yoder, KS

Peoples-Marion Bancorp,
Inc.,
Marion, KY

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

CB Bancorp Inc., Michigan
City, IN, & Community
Bank,

FSB, Michigan City, IN,
operating a savings assoc.
(b)(4)(ii); Community
Bank, Community Financial
Services Inc., &
Community Brokerage
Services Inc., Michigan
City, IN,

CONTINUED

financial & investment
advisory (b)(6)(ii), (iii),
(iv), (v) & (vi), & provide
securities brokerage

services, (b)(7)(i) & (ii)

Indiana Federal Corp., &
Indiana Federal Bank for
Savings, Valparaiso, IN,
operating a savings
association (b)(4)(ii);
IndFed Mortgage Co.,
Valparaiso, IN, community
development activities
()(12), &

CONTINUED

Kansas City

St. Louis

St. Louis

Cleveland

Chicago

Chicago

Chicago

End of comment period

June 6, 1997

June 12, 1997

June 12, 1997

May 1, 1997

Sune 19, 1997

June 19, 1997

June 19, 1997



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 June 6, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817()), 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 of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

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

Board.

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Cabot Bankshares, Inc.,
Cabot, AR

Central Bancompany,
Inc., Jefferson City, MO

CoreStates Financial
Corp., Philadelphia, PA

The Capital Bank, Cabot,
AR

Farmers and Traders
Bancshares, Inc.,
California, MO, and
Farmers and Traders Bank,
California, MO

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

3 St. Louis
3 St. Louis
4 Philadelphia

July 11, 1997

July 7, 1997

June 27, 1997



Federal Reserve Bank of Kansas City week ending 06/06/97

CRA Public CRA
Bank/Location RSSD# Exam Date —Date_ —Rating__
Bank of Colorado - 131258 3-3-97 6-5-97 Satisfactory
Front Range
P.O. Box 939

Windsor, Colorado 80550-0939

“Application is subject to CRA.


FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF JUNE 2, 1997

SECTION I_- APPLICATIONS ECT NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP

*Section 9 application by

First State Bank, Livingston, TX,

to establish a branch at

2300 U.S. Highway 190 West,

Livingston, TX 77351 97/06/24

T - APPLICATI EC TI
NEW: ER FEDERAL IST TT

APPLICAT * NOTICE EXP
*Section 3(a)(1) application by

New Woodson Bancshares, Inc., Graham, TX,

to acquire Woodson Bancshares, Inc., Woodson, TX,

First State Bancorp, Inc., Carson City, NV, and
First State Bank, Graham, TX 97/07/05

E - APPLICATIONS EC E I
NOTICE ONLY

APPLICATION TI Pp
None.

LICA R_NOTI
PAPER _N

APPLICATION

None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Lauritzen Corporation
Q),

Omaha, NE
CONTINUED

Lauritzen Corporation
Q),

Omaha, NE
CONTINUED

Lauritzen Corporation,
Omaha, NE

Lloyds TSB Group

PLC, and Lloyds Bank
PLC,

both of London, England

Mansfield Bancshares,
Inc.,
Mansfield, LA

Marshall & Ilsey
Corporation,
Milwaukee, WI

First National of Nebraska,
Inc., Omaha, NE, & First
Nat'l Bank of Kansas,
Overland Park, KS; First
Nat'l Bank and Trust Co.,
Columbus, NE; Fremont
Nat'l Bank, Fremont, NE;
Platte Valley State Bank,
Kearney, NE; First Nat'l
Bank,

CONTINUED

North Platte, NE; and First
National Bank of Omaha,
Omaha, NE

First National of Nebraska,
Inc., Omaha, NE, and First
National Bank South
Dakota, Yankton, SD; First
National Bank, Fort Collins,
CO; Union Colony Bank,
Greeley, CO; and The Bank
of Boulder, Boulder, CO

IAI Holdings Inc.,
Investment Advisers, Inc.,
Minneapolis, MN, trust
services (b)(3); investment
advisory services (b)(4);
full-service brokerage
(b)(15); foreign exchange
execution & advisory
services, and other advisory
& administrative services

Riverside Bancshares, Inc.,
Logansport, LA,

and Bank of Logansport,
Logansport, LA

Security Capital
Corporation,
Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI

Kansas City

Kansas City

Kansas City

New York

Dallas

Chicago

June 2, 1997

June 2, 1997

June 20, 1997

March 26, 1997

June 12, 1997

May 5, 1997



Type
3(a)(1)

3(ay)

3(ay()

3G)

3(a)(3)

3(a)Q)

Federal Reserve Bank of Chicago

Schonath Family Partnership, A Limited Partnership*
Oconomowoc, Wisconsin

InvestorsBancorp, Inc.

Pewaukee, Wisconsin

InvestorsBank (in organization)

Pewaukee, Wisconsin

InvestorsBancorp, Inc.*

Pewaukee, Wisconsin
InvestorsBank (in organization)
Pewaukee, Wisconsin

FBA Bancorp Inc.*

Chicago, Illinois
First Bank of the Americas, S.S.B.
Chicago, Illinois

Central Illinois Bancorp, Inc.*
Sidney, Illinois
First Ozaukee Capital Corporation
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin

Firstbank Corporation*
Alma, Michigan
Lakeview Financial Corporation
Lakeview, Michigan
Bank of Lakeview
Lakeview, Michigan

Covest Bancshares, Inc.*
Des Plaines, Illinois
Covest Bank, N.A.
(formerly First Federal Bank for Savings
Des Plaines, Illinois

Comment Period

Ending Date

FR - 5-30-97
NP - 5-16-97

FR - 5-30-97
NP - 5-16-97

FR - 6-12-97
NP - *

FR - 6-26-97
NP - #*

FR - 6-9-97
NP - 6-8-97

FR - 7-3-97
NP - 6-30-97



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
New Woodson Woodson Bancshares, Inc., 3 Dallas June 27, 1997
Bancshares, Inc., Woodson, TX, and
Graham, TX First State Bancorp, Inc.,
Carson
City, NV, and First State
Bank, Graham, TX
Norma McLane-Smith Midwest Bancorporation, 3 St. Louis July 3, 1997
Family Limited Inc.; Midwest Bancshares,
Partnership, Inc., Poplar Bluff, MI; First
Poplar Bluff, MO Midwest Bank of Piedmont,
Piedmont,
Mii; First Midwest Bank of
Dexter, Dexter, MI; and
Carter County State Bank,
Van Buren, MI
Norwest Corporation, Myers Bancshares, Inc., 3 Minneapolis July 3, 1997
Minneapolis, MN. Dallas, TX, and Continental
State Bank, Boyd, TX
Norwest Corporation, Woodhaven National 3 Minneapolis July 3, 1997
Minneapolis, MN Bank, Fort Worth, TX
Patel, Susma; Patel, First Bankshares, Inc., CIBC Atlanta June 26, 1997
Suketu Madhusudan Longwood, FL, and First
(Suku); Patel, Parimal National Bank of Central
Kantibhai (Perry); Florida, Longwood, FL
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group
Patel, Susma;Patel First Bankshares, Inc., CIBC Atlanta May 30, 1997

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

Longwood, FL, and

First National Bank of
Central Florida, Longwood,
Fl



Information Requests

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

may be obtained from the Board.

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

Federal Reserve Bank of New York
Margaret Carmudy (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 Par). of Chicago
Frank Skweres (TE). 9i..-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 (TEI.: 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)



H.2
JUNE 2, 1997 TO JUNE 7, 1997
PAGE 4

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

BANK HOLDING COMPANIES

Richmond CCB Financial Corporation, Durham, North Carolina --
to acquire American Federal Bank, FSB, Greenville,
South Carolina.
Approved, June 4, 1997.

Dallas Central Texas Bankshares Holdings, Inc., Columbus,
Texas -- to acquire Hill Bancshares Holdings, Inc.,
Weimar, Texas; Hill Bancshares, Inc., Wilmington,
Delaware; and Hill Bank & Trust Company, Weimar,
Texas.
Approved, June 6, 1997.

Richmond Community Bankshares, Inc., Petersburg, Virginia --
to acquire County Bank of Chesterfield, Midlothian,
Virginia.

Approved, June 5, 1997.

Secretary Community Capital Corporation, Greenwood, South
Carolina -- to acquire The Bank of Newberry County,
Newberry, South Carolina.
Approved, June 5, 1997.

Chicago Community Financial Corp., Edgewood, Iowa -- to
acquire Community Savings Bank, Robins, Iowa
Approved, June 3, 1997.

St. Louis Concord EFS, Inc., Memphis, Tennessee -- to acquire
EFS Federal Savings Bank, Oakland, Tennessee.
Approved, June 3, 1997.

Kansas City Farmers State Bank of Fort Morgan, Colorado ESOP,
Fort Morgan, Colorado -- to acquire additional
shares of FSB Bancorporation.

Approved, June 5, 1997.

Minneapolis Farmers State Holding Company, Marion, South Dakota -
- to acquire First State Financial Services, Inc.,
Bridgewater, South Dakota, and First State Bank.
Approved, June 5, 1997.

Chicago FBA Bancorp, Inc., Chicago, Illinois -- to acquire
First Bank of the Americas, S.S.B.
Returned, June 2, 1997.



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Cobb Limited Financial Services of St. CIBC Minneapolis June 23, 1997
Partnership, St. Croix Croix Falls, Inc., St. Croix
Falls, WI Falls, WI, and First
National Bank of St. Croix
Falls, St. Croix Falls, WI
Comerzbank AG, CAM Acquisition, LLC, 4 New York May 14, 1997
Frankfurt am Main, Wilmington, DE
Germany Montgomery Asset
Mangement, L.P.,
Montgomery Services,
LLC,
all of San Francisco, CA,
securities activities (b)(7)(i)
and (iii); financial &
Investment advisory
services (b)(6);
administrative services
Commercial Bancshares The Commercial Bank of 3 Atlanta July 3, 1997
of Ozark, Inc., Ozark, Ozark,
AL Ozark, AL
Community Capital The Bank of Newberry 3 Richmond May 29, 1997
Corporation, County,
Greenwood, SC Newberry, SC
Cooperative Centrale Financial advisor (b)(1) & 4 New York June 17, 1997
Raiffeisen- (2)
Boerenleenbank,
B.A., Rabobank
Nederland, Utrecht,
Netherlands; and
Smith Graham & Co.
Asset Managers L.P.,
Houston, TX
Corley, John William, First State Bancorp of CIBC Chicago May 16, 1997

(1)
Monticello, IL
CONTINUED

Monticello, Inc.,
Monticello, IL

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



Applicant or notificant Acquiree or activi Section oflaw Reserve Bank
AMCORE Financial, County Bank Shares Corp.; 3 Chicago
Inc., State Bank of Mt. Horeb;
Rockford, IL Mt. Horeb, WI; Belleville
Bancshares Corp.,
Belleville, WI; Montello
State Bank, Montello, WI;
State Bank of Argyle,
Argyle, WI; Citizens State
Bank, Clinton, WI;
Belleville State Bank,
Belleville, WI
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta
Ill, Gainesville, GA, Cornelia, GA, and
Bussey, Cynthia A., Habersham Bank,
Atlanta, GA, and Clarkesville, GA
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,
Baldwin, GA
Banco Bilbao Vizcaya, BBV LatlInvest Securities 4 New York
S.A., Inc.,
Bilbao, Spain New York, NY,
securities activities (b)(1),
(b)(4), (6)(15), and (b)(16)
Bancorp of New Glarus, The Bank of New Glarus, 3 Chicago
Inc., New Glarus, WI
New Glarus, WI
Bank of Idaho Holding Bank of Eastern Idaho, 3 San Francisco
Company, Idaho Falls, 1A
Idaho Falls, ID

Bank of New York
Company, Inc.,
New York, NY

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA,

trust, securities and data
processing activities (b)(3),
(b)(4), and (b)(7)

3 and 4 New York

End of comment period

April 22, 1997

June 5, 1997

March 4, 1997

June 6, 1997

June 9, 1997

March 14, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

- ILT E

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending June 6, 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.

NONE NONE NONE



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

Moyer, George H., Jr.,
Madison, NE, and
Moyer, Jon M.,
Madison, NE

MSB Mutual Holding
Company, and MSB
Financial

Corp., both of Wall
Township, NJ

National City
Bancshares, Inc.,
Evansville, IN

NationsBank
Corporation, and NB
Holdings
Corporation, both of
Charlotte, NC

NEB Corporation,
Fond du Lac, WI

Neighborhood Bancorp,
San Diego, CA
CONTINUED

Neighborhood Bancorp,
San Diego, CA
CONTINUED

New Prague
Bancshares, Inc., New
Prague, MN.

Madison Bancshares, Inc., CIBC
Madison, NE, and The

Bank of Madison, Madison,

NE

Manasquan Savings Bank, 3

Wall Township, NJ

Bridgeport Bancorp, Inc., 3
Bridgeport, IL, and First
National Bank of

Bridgeport, Bridgeport, IL

Citizens Bancshares of 3
Eldon, Missouri, Inc.,

Eldon, MO, and

Citizens Bank of Eldon,

Eldon, MO.

State Bank of St. Cloud, 3
St. Cloud, WI

extending loand and credit 3 and 4
activities (b)(1) & (2), and
consumer financial

counseling (b)(6)

Neighborhood Nat'l Bank, 3 and4
San Diego, CA; &
Neighborhood Capital
Advisors, San Diego, CA,
community development
(b)(12); financial &
investment advisory (b)(6);
Neighborhood Housing
Development Corp., San
Diego, CA, community
development (b)(12),
CONTINUED

Community Security Bank, 3
New Prague, MN,
a de novo bank

Kansas City

New York

St. Louis

Richmond

Chicago

San Francisco

San Francisco

Minneapolis

June 26, 1997

June 27, 1997

June 6, 1997

June 26, 1997

May 5, 1997

June 23, 1997

June 23, 1997

July 7, 1997

End of comment period



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Waseca Bancshares,
Inc., Waseca, MN

Waymon Heriot Welch,
Jr., Memphis, TN

Zions Bancorporation,
Salt Lake City, UT

American Savings, Inc., 4
Farmington, MM, acquiring

an industrial loan and thrift
company (b)(4)(i)

Noshoba Bancshares, Inc., CIBC
Memphis,
TN, and Nashoba Bank,

Germantown, TN

Tri-State Bank, 3
Montpelier, ID

Minneapolis

St. Louis

San Francisco

June 24, 1997

June 23, 1997

June 6, 1997



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(une 6, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended June 6, 1997. If you are
interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank 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: a bank 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: a bank 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 NON COMPLIANCE: a bank 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.

NONE



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 3

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; FRBO - Federal Reserve

Bank Operations; IF - International Finance; OSDM - Office of Staff Director

for Management

BANK BRANCHES, DOMESTIC

Richmond

Chicago

Atlanta

Richmond

BANK HOLDING COMPANIES

Minneapolis

Richmond

Chicago

Bank of Gassaway, Gassaway, West Virginia -- to
establish a branch at 2190 Sutton Lane, Sutton,
West Virginia.

Approved, June 2, 1997.

Bank of Lenawee, Adrian, Michigan -- to establish a
branch at 450 East Michigan Avenue, Silver Spring,
Michigan.

Approved, June 6, 1997.

Commercial Bank, Harrogate, Tennessee -- to establish
a branch at the southeast corner of Emory and
Primetime Roads, Knoxville, Tennessee.

Approved, June 6, 1997.

Union Bank and Trust Company, Bowling Green, Virginia
-- to establish a branch at 11625 Brock Road,
Spotsylvania, Virginia.

Approved, June 6, 1997.

Bay Bankcorp, Inc., Gladstone, Michigan -- to acquire
BayBank .
Approved, June 2, 1997.

BB&T Corporation, Winston-Salem, North Carolina
(formerly Southern National Corporation) -- to
acquire Refloat, Inc., Pilot Mountain, and
Sheffield Financial Corp., Clemmons, North
Carolina.

Permitted, June 5, 1997.

Capital Bancorp, Ltd., Lansing, Michigan, and Sun
Community Bancorp Ltd., Tucson, Arizona -- to
acquire Valley First Community Bank, Scottsdale,
Arizona.

Approved, June 3, 1997.



Federal Reserve Bank of Kansas City week ending 06/06/97

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

APPLICATION

Five Points Bank, Grand Island, Nebraska for prior
approval to become a member of the Federal Reserve
System.

SECTION V - AVAILABILITY 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 delincated 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 comnmnity, 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.



Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
Notice Only cont’d
Branch Ist Source Bank
South Bend, Indiana

801 West Wayne Avenue
Middlebury, Indiana

Branch Prairie Bank & Trust Company
Bridgeview, Illinois
Caton Farm Road and Route 59
Joliet, Illinois

NP - Newspaper
FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time

Comment Period

Ending Date
NP - 6-23-97

NP - 6-20-97



H.2

JUNE 2, 1997 TO JUNE 7, 1997

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ENFORCEMENT
FORMS
REGULATIONS AND POLICIES

RESERVE BANK OPERATIONS

Swiss Bank Corporation (New York Branch) -- cease and
desist order against Michael Quinn, a former
employee of the New York Branch of Swiss Bank
Corporation.

Announced, June 4, 1997.

Senior Financial Officer Survey -- extension, without
revision
Approved, June 3, 1997.

Senior Loan Officer Opinion Survey -- extension,
without revision.
Approved, June 3, 1997.

Rules Regarding Availability of Information --
request for comment on proposed revisions to comply
with the Electronic Freedom of Information Act
Amendments.

Approved, June 4, 1997.

Federal Reserve Bank of New York -- to purchase
laptop computers.
Approved, June 4, 1997.



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Fields, Alvin L., Honey
Grove, TX, and
Wilburn, Ronald L., San
Antonio, TX

Fifth Third Bancorp,
Cincinnati, OH

Financial Services of St.
Croix Falls,
St. Croix Falls, WI

First Bank System, Inc.
(),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
Q),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
Q),

Minneapolis, MN
CONTINUED

Quadco Bancshares, Inc., CIBC.
Ladonia, TX, and

Farmers and Merchants

State Bank,

Ladonia, TX

Dallas

Suburban Bancorporation, 4 Cleveland
Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH

State Bank of Dennison, 3
Dennison, MN

Minneapolis

U.S. Bancorp; U.S. Nat'l 3 and4
Bank of Oregon, Portland,
OR; U.S. Bank of
Washington, N.A., Seattle,
WA; U.S. Bank of Nevada,
Reno, NV; U.S. Bank ot
Utah, Salt Lake City, UT;
U.S. Bank of Idaho, Boise,
1D; U.S. Bank of California,
Sacremento, CA;
CONTINUED

Minneapolis

First State Bank of Oregon, 3 and 4
Canby, OR; Sun Capital

Bank, St. George, UT; and

Business & Professional

Bank, Woodland, CA; West

One Trust Co., Salt Lake

City, UT; LNB Corp.,

Alameda, CA; and U.S.

Bank Trust Co., Portland,

OR, CONTINUED

Minneapolis

personal and institutional 3 and 4
trust & fiduciary activities
(b)(3); U.S. Bancorp
Insurance Agency, Inc.,
Portland, OR, insurance
agency activities (b)(8)(i)
and (vii); U.S. Trade
Services, Inc., Portland,
OR, letter of credit
activities, (b)(1)(iv);
CONTINUED

Minneapolis

June 18, 1997

May 27, 1997

June 6, 1997

May 16, 1997

May 16, 1997

May 16, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending June 6, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

TION V - AVAILABILT Pl
i f Ratings:
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
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.

ank RSSD Name of Bank Examination | Examination|
Bank Address .
Number Date Rating
519146 First State Bank of DeQueen, AR 2/24/97 Satisfactory
DeQueen



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/06/97

Section V = Availability of CR . .

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

Instituti Locati Examination D Ratino*

None

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

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

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

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

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

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.


Type

_3@)

3(a)(3)

3(a)6)

Federal Reserve Bank of Chicago

Section II - Applications Subject to Both N {Federal

Register Notice cont’d

Comment Period
Edgar County Banc Shares, Inc.* FR - 6-30-97
Paris, Illinois NP - **

Kansas Banc Corporation

Kansas, Illinois

Edgar County Bank and Trust Co.
Paris, Illinos

F&M Bancorporation FR - 7-3-97
Kaukauna, Wisconsin NP - **
Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank
Clear Lake, Wisconsin

F&M Merger Corporation FR - 7-3-97
Kaukauna, Wisconsin NP - **
Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank
Clear Lake, Wisconsin



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.

es ndi june 7, 1997

NAME OF BANK RATING INATION DATE

None.

1/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and ister notices,
3/ Date specified in newspaper notice; a later date may be specified in
the ister notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available


Information Requests

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

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

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

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

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

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

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

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

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

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

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

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

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

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



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank End of comment period

First Bank System, Inc.
4),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
G),
Minneapolis, MN

First Bank System, Inc.,
Minneapolis, MN

First Citizens
BancShares, Inc.,
Raleigh, NC

First National Bancorp
of River Falls, Inc.,
River Falls, WI

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO.

First State Bancshares of
Blakely, Inc.,
Blakely, GA

First United Bancshares,
Inc.,
El Dorado, AR

West One Life Insurance 3 and 4 Minneapolis May 16, 1997
Co., Portland, OR, credit
reinsurance (b)(8)(i); CBI
Mortgage, Modesto, CA,
mortgage banking
(b)(1)(iii); Compass Group,
Inc., Spokane, WA,
investment advisory
services (b)(4); Island
Bancorp Leasing, Inc.,
Alameda, CA,
CONTINUED

leasing & equipment 3 and 4 Minneapolis May 16, 1997
financing (b)(5); and

numerous partnerships,

community development

activities, (b)(6)

First Bank National 3 Minneapolis July 3, 1997
Association, Fargo, ND

First Savings Financial 3 Richmond June 13, 1997
Corp.,

Reidsville, NC, and

First Savings Bank of

Rockingham County, Inc.,

SSB, Reidsville, NC

The First National Bank of 3 Minneapolis June 26, 1997
River Falls,
River Falls, WI

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

Gallatin, MO,

First National Bank of

Gallatin,

Gallatin, MO

First State Bank of 3 Atlanta June 20, 1997
Donalsonville,
Donalsonville, GA

Fredonia Bancshares, Inc., 3 St. Louis June 30, 1997
Nacogdoches, TX, and

Fredonia State Bank,

Nacogdoches, TX



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Huntington Bancshares, underwriting & dealing to a Cleveland June 17, 1997
Inc., Columbus, OH, limited extent in all types of
Huntington Capital debt securities, including
Corp., corporate debt, sovereign
Columbus, OH debt securities, mortgage
CONTINUED revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.
Morgan & Co.,
CONTINUED
Hyder, Ronald Hollis, First Holding Company, Atlanta June 2, 1997
and McNabb, Garry Inc.,
Wayne, both Livingston, TN,
of Livingston, TN, as co- First National Bank of the
trustees of the Melissa Cumberlands,
Lynn Oakley 1996 Trust Livingston, TN
Industrial Bank of Aubrey G. Lanston & Co., New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities
activities (b)(7); data
processing (b)(14);
financial & investment
activities (b)(6); and
underwriting (b)(8)
Intra Financial Peoples Bancorp of Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
John Porter Pennington, Ruidoso Bank Corporation, Dallas June 11, 1997
El Paso, TX Ruidoso, NM, and
Ruidoso State Bank,
Ruidoso, NM
Johnson, Willard M., as Jamestown Union Atlanta June 18, 1997
managing general Bancshares, Inc.,
partner of the Jamestown, TN, and
WM4J/RMJ Family Union Bank,
Limited Partnership II, Jameston, TN
Houston, TX
Kazi, Zubair and Khatija, | Greater Pacific Bancshares, San Francisco May 5, 1997

Studio City, CA;
and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Whittier, CA;
Bank of Whittier, N.A.,
Whittier, CA



APPLICATIONS BULLETIN
(For the week ending June 7, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
NONE

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

NONE
SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

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

Notice by Mellon Bank, N.A., Pittsburgh, PA, received on June 5, 1997, to make an
additional investment through Mellon Canada, Toronto, Canada, in its joint venture
subsidiary, CIBC Mellon Global Securities Services Company.

Notice by Banc One Corp, Columbus, OH, received on June 5, 1997, for its subsidiary Banc
One Capital Corporation to purchase certain assets of Venture Marketing Corporation,
Washington, D.C. d/b/a Delphos International.

Notice by Bank of Corning Co., Corning, OH, received on June 6, 1997, for a change in
Director and Senior Executive Officer.

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt