Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 48

Week Ending November 27, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 21, 1999 to November 27, 1999

Bank Holding Companies

PNC Bank Corp., Pittsburgh, Pennsylvania -- commenter's request for review of the 

approval by the Federal Reserve Bank of Cleveland of PNC's acquisition of First 

Data Investor Services Group, Inc., Westborough, Massachusetts.

- Denied, November 22, 1999 

The Sanwa Bank, Limited, Osaka, Japan -- to retain shares of The Toyo Trust and 

Banking Company, Limited, Tokyo, and thereby retain control of Toyo Trust 

Company of New York, New York, New York.

- Approved, November 24, 1999 

Banks, Foreign

UBS AG, Basel, Switzerland -- to establish a representative office in Washington, 

D.C.

- Approved, November 24, 1999 

International Operations

PNC Bank, National Association, Pittsburgh, Pennsylvania -- to establish PNC 

Capital Leasing, LLC, an agreement corporation.

- Approved, November 24, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
November 21, 1999 to November 27, 1999

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Business Bank of Nevada, Las Vegas, Nevada -- to establish a branch at 3476 

Executive Pointe Way, Carson City.

- Approved, November 26, 1999 

San Francisco

First PREMIER Bank, Sioux Falls, South Dakota -- to establish a branch at East 

Benson Road and North Potsdam Avenue.

- Approved, November 24, 1999 

Minneapolis

First State Bank of Pipestone, Rushmore, and Worthington, Pipestone, Minnesota -- 

to establish a branch at 1055 Ryans Road, Worthington.

- Approved, November 22, 1999 

Minneapolis

Harris Trust and Savings Bank, Chicago, Illinois -- to establish a branch at 1242 N. 

Ashland Avenue.

- Approved, November 19, 1999 (AC)

Chicago

M&I Thunderbird Bank, Phoenix, Arizona -- to establish a branch at 19th Avenue 

and Mohawk Lane.

- Approved, November 17, 1999 (AC)

San Francisco

Santa Barbara Bank & Trust, Santa Barbara, California -- to establish a branch at 

7070 Marketplace Drive, Goleta.

- Approved, November 24, 1999 

San Francisco

SunTrust Bank, North Central Florida, Ocala, Florida -- to establish a branch at 

14000 W. Newberry Road, Jonesville.

- Approved, November 22, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Bank Branches, Domestic

TheBank, Belton, South Carolina -- to establish a branch at 2200 East River Street, 

Anderson.

- Approved, November 26, 1999 

Richmond

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- to retain shares of LakeOsceola State Bank, Baldwin, Michigan.

- Approved, November 24, 1999 

Richmond

Farmers & Merchants Investment, Inc., Milford, Nebraska -- to acquire an interest in 

North Central Bancorp, Inc., Norfolk.

- Approved, November 24, 1999 

Kansas City

Hancock Park Acquisition, LLC, Washington, D.C., and Hancock Park Acquisition, 

LP -- to acquire shares of The Bank of Hollywood, Hollywood, California.

- Withdrawn, November 22, 1999 

San Francisco

Johnson International, Inc., Racine, Wisconsin -- to engage de novo in extending 

credit and servicing loans.

- Approved, November 24, 1999 

Chicago

MBT Bancshares, Inc., Kansas City, Missouri -- to acquire Whiting Bankshares, Inc., 

Whiting, Kansas.

- Approved, November 23, 1999 

Kansas City

Merchants Merger Corp., New Berlin, Wisconsin -- to become a bank holding 

company through the acquisition of Pyramid Bancorp, Inc., Grafton, and Grafton 

State Bank.

- Approved, November 23, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Bank Holding Companies

Overton Merger Corporation, Livingston, Tennessee -- to become a bank holding 

company through the acquisition of Overton Financial Services, Inc. and Union Bank 

& Trust Company.

- Approved, November 26, 1999 

Atlanta

South Branch Valley Bancorp, Inc., Moorefield, West Virginia -- to acquire Potomac 

Valley Bank, Petersburg; and for Potomac Valley Bank to merge with Potomac 

Valley Interim Bank.

- Approved, November 26, 1999 

Richmond

Truman Bancshares, Inc., Truman, Minnesota, and Martin County Fidelity 

Bancshares Company, Fairmont -- to acquire shares of Martin County National Bank.

- Approved, November 23, 1999 

Minneapolis

Umpqua Holdings Corporation, Roseburg, Oregon -- to acquire Strand, Atkinson, 

Williams and York, Inc., Portland, and thereby engage in securities-related activities.

- Approved, November 24, 1999 

San Francisco

Vermont Bank Service Corporation, Montpelier, Vermont -- to provide loan review 

services.

- Approved, November 22, 1999 

Secretary

Virginia Commerce Bancorp, Inc., Arlington, Virginia -- to become a bank holding 

company through the acquisition of Virginia Commerce Bank.

- Approved, November 23, 1999 

Richmond

Wells Fargo & Company, San Francisco, California -- to acquire Texas Bancshares, 

Inc., San Antonio, Texas; First National Bank of South Texas, San Antonio; and 

Bank of South Texas, Corpus Christi.

- Approved, November 24, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Bank Holding Companies

Wilson & Muir Bancorp, Inc., Bardstown, Kentucky -- request for waiver in 

connection with the proposed acquisition of Farmers Bank of Vine Grove, Vine 

Grove.

- Approved, November 22, 1999 

St. Louis

Bank Mergers

SunTrust Bank, Atlanta, Georgia -- to merge with STI Capital Management, N.A., 

Orlando, Florida.

- Approved, November 24, 1999 

Atlanta

Banks, Foreign

Development Bank of Singapore, Republic of Singapore -- to upgrade its agency 

office in Los Angeles, California, to a wholesale branch.

- Withdrawn, November 26, 1999 

San Francisco

Banks, State Member

Dauphin Deposit Bank & Trust Company, Harrisburg, Pennsylvania -- transfer agent 

registration.

- Withdrawn, November 24, 1999 

Director, BS&R

NAB Bank, Chicago, Illinois -- to exercise trust powers.

- Returned, November 23, 1999 

Chicago

Change In Bank Control

Bay View Capital Corporation, San Mateo, California -- change in bank control.

- Withdrawn, November 23, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Competitive Factors Reports

Bank of Norfolk, Norfolk, Nebraska -- report on competitive factors of the proposed 

merger with the Wayne branch of Columbus Federal Savings Bank, Columbus.

- Submitted, November 22, 1999 

Kansas City

Cape Cod Bank & Trust Company, N.A., Hyannis, Massachusetts -- report on 

competitive factors of the proposed purchase of certain assets and assumption of 

certain liabilities of two branches of Fleet National Bank, Providence, Rhode Island.

- Submitted, November 24, 1999 

Boston

Farmers State Bank of Buffalo, Buffalo, Illinois -- report on competitive factors of 

the proposed purchase of fixed assets and assumption of deposits of the Mount Zion 

branch of Associated Bank Illinois, National Association, Rockford.

- Submitted, November 24, 1999 

Chicago

The PrivateBank and Trust Company, Chicago, Illinois -- report on competitive 

factors of the proposed merger with Johnson Bank Illinois, Lake Forest.

- Submitted, November 23, 1999 

Chicago

Extensions Of Time

A. B. Bancshares, Inc., Houston, Texas -- extension to February 21, 2000, to 

become a bank holding company through the acquisition of A. B. Bancshares of 

Delaware, Inc., Wilmington, Delaware, and American Bank, Houston; and for A. B. 

Bancshares of Delaware, Inc. to become a bank holding company through the 

acquisition of American Bank.

- Granted, November 22, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Extensions Of Time

Castle Creek Capital Partners Fund IIa, LP, Rancho Santa Fe, California, and Castle 

Creek Capital Partners Fund IIb, LP -- extension to February 25, 2000, to acquire 

shares of Rancho Santa Fe National Bank; and for Eggemeyer Advisory Corp., WJR 

Corp., and Castle Creek, LLC, all of Rancho Santa Fe, to indirectly acquire shares of 

Rancho Santa Fe National Bank.

- Granted, November 24, 1999 

San Francisco

Central Texas Bancshare Holding Company, Columbus, Texas, and Colorado 

County Investment Holdings, Inc., Wilmington, Delaware -- extension to March 2, 

2000, to acquire Hill Bancshares Holdings, Inc., Weimar, Texas, and Hill Bank & 

Trust Company.

- Granted, November 23, 1999 

Dallas

Citizens Financial Corporation, Chicago, Illinois -- extension to February 27, 2000, 

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

Company of Chicago, a de novo bank.

- Granted, November 24, 1999 

Chicago

Colonial Bank, Montgomery, Alabama -- extension to November 23, 2000, to 

establish a branch at 2000 Ponce de Leon Boulevard, Coral Gables, Florida.

- Granted, November 23, 1999 

Atlanta

F&M Bank-Central Virginia, Charlottesville, Virginia -- extension to October 7, 

2000, to establish a branch at U.S. Route 29 and State Route 607, Ruckersville.

- Granted, November 23, 1999 

Richmond

Merchants Holding Company, Winona, Minnesota -- extension to February 26, 2000, 

to acquire Primo Financial Services, Inc., Hastings.

- Granted, November 24, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority November 21, 1999 to November 27, 1999

Membership

Business Bank of Nevada, Las Vegas, Nevada -- membership in the Federal Reserve 

System.

- Approved, November 24, 1999 

San Francisco

Falcon National Bank, Laredo, Texas -- membership in the Federal Reserve System.

- Approved, November 23, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 7 of 7
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Banknorth Group, Inc., Burlington, Vermont – to acquire 100%

of BNG Interim Bank, N.A., successor to Evergreen Bank N.A.,

Glen Falls, New York

Newspaper – 12/20/1999

Fed Reg – 12/17/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banca Intessa S.P.A., Milano, Italy, to establish a branch in New

York, New York, and to establish representative offices in

Chicago, Illinois and San Francisco, California.

Newspaper – N/Avail

FBSEA UBS AG, Zurich, Switzerland, to establish a representative

office in Boston, Massachusetts.

Newspaper – N/Avail

FBSEA Credit Commercial de France, Paris, France, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Porto, Portugal, to establish a

representative office in Miami, Florida.

Newspaper – N/Avail

Branch Chase Manhattan Bank, New York, New York, to establish a

branch office located at 530 Myrtle Avenue, Boonton, New

Jersey.*

Newspaper – 12/23/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1)/3(a)(3) China Trust Capital A/S, Denmark (“AS”), to form a bank

holding company and acquire direct or indirect control of China

Trust Capital BV, Amsterdam, Netherlands, China Trust

Holdings Corp., New York, New York, and China Trust Bank

(U.S.A.), Torrance, California; and for China Trust Holdings

N.V., Curacao, Netherlands Antilles, to acquire control of AS.*

Newspaper – 11/26/1999

Fed Reg – 11/26/1999

3(a)(1) Caisse Nationale de Credit Agricola, Paris, France, to become a

bank holding company through its investment in Banco Espirito

Santo e Comercial de Lisboa, S.A., Lisbon, Portugal

(“BESCL”), through BESCL’s acquisition of Espirito Santo

Bank, Miami, Florida.*

Newspaper – 11/15/1999

Fed Reg – N/Avail

3(a)(3)/3(a)(5) Summit Bancorp, Princeton, New Jersey, to acquire NMBT

Corp., and its wholly-owned subsidiary, NMBT, both of New

Milford, Connecticut.*

Newspaper – N/Avail

Fed Reg – N/Avail

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

Type Application

Ending date of

comment period

4(c)(8) KBC Bank N.V., Brussels, Belgium, KBC Bank & Insurance

Holding Company, N.V., Brussels, Belgium, Almanij N.V.

(Algemene Maatschappij Voor Nijverheidskrediet), Antwerp,

Belgium, Cera Holding, Leuven, Belgium, Cera Ancora N.V.,

Leuven, Belgium, Cera Management, Leuven, Belgium, Cera

Foundation, Leuven, Belgium, to underwrite and deal in

ineligible securities to a limited extent through KBC Financial

Products (USA), Inc., New York, New York.

Fed Reg – N/Avail

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

Branch Received notice from Fifth Third Bank Ohio Valley, Hillsboro,

OH on 11/22/1999 of its intent to establish a branch at 303 East

Emmitt Avenue, Waverly, OH.

12/01/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Received notice from PNC Bank Corp, Pittsburgh, PA on

11/23/1999 of its intent to acquire certain assets of Atlantic

Group Securities, Inc., Millburn, NJ and of its Fort Myers, FL

office through a wholly-owned subsidiary, J.J.B. Hilliard, W.L.

Lyons, Inc.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Metro-County Bank of Virginia, Inc., Mechanicsville, Virginia,

to establish a branch at 3124 West Broad Street, Richmond,

Virginia.*

Newspaper - 12/13/1999

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(5) Wachovia Corporation, Winston-Salem, North Carolina, to

merge with B C. Bankshares, Inc., Canton, Georgia.*

Fed Reg - 12/23/1999

Newspaper - 12/10/1999

3(a)(1) First National Bancshares, Inc., Spartanburg, South Carolina,

to become a bank holding company through the acquisition of

100% of the voting shares of First National Bank of Spartanburg

(in organization), Spartanburg, South Carolina.*

Fed Reg - 12/27/1999

Newspaper - 01/01/2000

*Subject to the provision of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2742153 First Capital Bank

4101 Dominion Boulevard

Glen Allen, Virginia 23060

09/07/1999 11/27/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Fifth Third Bank of Florida, Naples, Florida, to establish a

branch located at 625 Fifth Avenue, Naples, Florida.

12/10/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Advantage Bankshares, Inc., Village of North Palm Beach,

Florida, to become a bank holding company by acquiring

Advantage Bank, Village of North Palm Beach, Florida

(in organization).

Newspaper –12/23/1999*

4(c)(8) Century South Banks, Inc., Dahlonega, Georgia, prior notice to

acquire Haywood Bancshares, Inc., Waynesville, North

Carolina, and its subsidiary, Haywood Savings Bank, Inc., SSB,

Waynesville, North Carolina, and thereby engage in operating a

savings association.

Fed Reg – 12/24/1999*

3(a)(1) Gwinnett Commercial Group, Inc., Lawrenceville, Georgia, to

become a bank holding company by acquiring First Bank of

Gwinnett, Lawrenceville, Georgia (in organization).

N/Avail*

3(a)(1) Gulf Coast Community Bancshares, Inc., Wewahitchka, Florida,

to become a bank holding company by acquiring Wewahitchka

State Bank, Wewahitchka, Florida.

Fed Reg- 12/28/1999*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

F&M Bank-Northeast

Pulaski, Wisconsin

 F&M Bank-Central

 Stevens Point, Wisconsin

 F&M Bank-East Troy

 East Troy, Wisconsin

 F&M Bank-Elkhorn

 Elkhorn, Wisconsin

 F&M Bank-Grant County

 Fennimore, Wisconsin

 F&M Bank-Jefferson

 Jefferson, Wisconsin

 F&M Bank-Kiel

 Kiel, Wisconsin

 F&M Bank-Lakeland

 Woodruff, Wisconsin

 F&M Bank-Landmark

 Hudson, Wisconsin

 F&M Bank-Prairie du Chien

 Prairie du Chien, Wisconsin

 F&M Bank-Superior

 Superior, Wisconsin

 F&M Bank-Winnebago County

 Omro, Wisconsin

 and thereby to establish branches

Newspaper – 11/26/1999

18(c) &

 Branch

F&M Bank-Kaukauna

Kaukauna, Wisconsin

 F&M Bank-Appleton

 Appleton, Wisconsin

 F&M Bank-Algoma

 Algoma, Wisconsin

 F&M Bank-Brodhead

 Brodhead, Wisconsin

 F&M Bank-Darlington

 Darlington, Wisconsin

 F&M Bank-Hilbert

 Hilbert, Wisconsin

Newspaper – 11/26/1999
Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

Branch

F&M Bank-Kaukauna (cont"d)

Kaukauna, Wisconsin

 F&M Bank-New London

 New London, Wisconsin

 F&M Bank-Waushara County

 Wautoma, Wisconsin

 F&M Trust Company

 Kaukauna, Wisconsin

 and thereby to establish branches

Newspaper – 11/26/1999

18(c) &

 Branch

F&M Bank-Northeast

Pulaski, Wisconsin

 F&M Bank-Kaukauna

 Kaukauna, Wisconsin

 and thereby to establish branches

Newspaper – 11/26/1999

18(c) &

 Branch

Old Kent Bank

Grand Rapids, Michigan

 The Merchants National Bank of Aurora

 Aurora, Illinois

 and thereby to establish 14 branches

Newspaper – 12/23/1999

Branch Northern Trust Company

Chicago, Illinois

 201 East Huron Street

 Chicago, Illinois

Newspaper – 12/16/1999

Branch M&I Bank of Southern Wisconsin

Madison, Wisconsin

 220 N. Century Avenue

 Waunakee, Wisconsin

Newspaper – 11/26/1999

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

Type Application

Ending date of

comment period

CIC Deerfield Financial Corporation

Madison, Wisconsin

 By Paul James Senty, Amy Catherine Hegenbarth and

 James Herbert Hegenbarth

Fed Reg – 11/10/1999

Newspaper – 12/01/1999

CIC Republic Bancorp, Co.

Orland Park, Illinois

 By Terry Halikias

Fed Reg – 11/30/1999

Newspaper – 12/02/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Iowa State Financial Services*

Fairfield, Iowa

 Iowa State Bank & Trust Company

 Fairfield, Iowa

Fed Reg – 12/13/1999

Newspaper – N/Avail

3(a)(5) Iowa State Financial Services*

Fairfield, Iowa

 North Linn Corporation

 Coggon, Iowa

 Linn County State Bank

 Coggon, Iowa

Fed Reg – 12/13/1999

Newspaper – N/Avail

3(a)(5) Old Kent Financial Corporation*

Grand Rapids, Michigan

 Merchants Bancorp, Inc.

 Aurora, Illinois

 The Merchants National Bank of Aurora

 Aurora, Illinois

Fed Reg – 12/17/1999

Newspaper – 12/23/1999

CIC River Valley Bancorp, Inc.

Eldridge, Iowa

 By John Randall (Randy) Winegard

Fed Reg – 12/10/1999

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

5(d)(3) Notice by Effingham State Bank, Effingham, Illinois, to

purchase certain assets and assume certain liabilities of the

Greenville, Illinois branch office of Associated Bank Illinois,

N.A., Rockford, Illinois.*

N/Avail.

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Notice involving Lakeside Bancshares, Inc., Hughes, Arkansas,

by William Baker Benton, Jr., Hughes, Arkansas. A companion

Stock Redemption notice accompanies this notice.

Newspaper – 12/10/1999

Fed Reg – 12/14/1999

3(a)(3) Companion notices by First Banks, Inc., Creve Coeur, Missouri,

and its subsidiary bank holding company, First Banks of

America, Inc., Clayton, Missouri, to acquire Lippo Bank, San

Francisco, California.*

Newspaper – 12/17/1999

Fed Reg – N/Avail.

3(a)(1) Notice by ASB Management Corp., Anna, Illinois, to acquire

Anne State Bank, Anna, Illinois.*

Newspaper – 12/24/1999

Fed Reg – N/Avail.

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

S/R Notice by Lakeside Bancshares, Inc., Hughes, Arkansas, to

redeem 66.55 percent of its equity capital. A companion Notice

of Change in Control accompanies this notice.

SMBOTH Notice by Century Bank of the Ozarks, Gainesville, Missouri, to

make a dividend payment.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Ellis Bankshares, Inc., Eagle River, Wisconsin, for prior

approval to become a bank holding company through the

acquisition of 81.59% of the voting shares of First National

Bank of Eagle River, Eagle River, Wisconsin.

Fed Reg – 12/23/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Grant County Bancshares, Medford, Oklahoma, for prior

approval to effect and assume deposit liabilities of the Medford

branch of First Capital Bank, Guthrie, Oklahoma

Newspaper 12/17/1999

Branch Grant County Bancshares, Medford, Oklahoma, to establish a

branch of First Capital Bank, Guthrie, Oklahoma.

Newspaper 12/17/1999

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

Type Application

Ending date of

comment period

3(a)(3) Team Financial, Paola, Kansas, for approval to acquire 100

percent of the voting shares of Fort Calhoun Investment Co.,

Fort Calhoun, Nebraska, and thereby indirectly acquire Fort

Calhoun State Bank, Fort Calhoun, Nebraska.

Fed Reg 12/07/1999

Newspaper N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Team Financial, Paola, Kansas, to acquire Fort Calhoun

Investment Co., Fort Calhoun, Nebraska, and thereby engage in

insurance activities.

Fed Reg 12/07/1999

4(c)(8) Hometown Bancshares, Grand Island, Nebraska, for prior

approval to acquire 100 percent of the capital stock of Security

Bank, Sumner, Nebraska and thereby engage in the operation of

a thrift.

Fed Reg 11/22/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

418753 Clayton State Bank

Clayton, Oklahoma

08/30/1999 11/25/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Scotty Dan Allen, Stephenville, TX, to acquire an interest in

Town and Country Bancshares, Inc., Stephenville, TX

Fed Reg – 12/13/1999

Newspaper – 12/06/1999

3(a)(1) First Sierra Financial, Inc., Houston, TX, to acquire

FSF of Delaware, Inc., Wilmington, DE, and

Greenbelt Bancshares, Inc., Quanah, TX, and

Security National Bank in Quanah, Quanah, TX*

Fed Reg – 12/17/1999

Newspaper – 12/19/1999

3(a)(1) FSF of Delaware, Inc., Wilmington, DE, to acquire

Greenbelt Bancshares, Inc., Quanah, TX, and

Security National Bank in Quanah, Quanah, TX*

Fed Reg – 12/17/1999

Newspaper – 12/19/1999

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

Member First National Bank, Burkburnett, TX, to become a member of

the Federal Reserve System

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

238755 First State Bank of Mineral Wells

101 East Hubbard St.

Mineral Wells, Texas 76067-5319

08/16/1999 11/27/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, November 27, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) CivicBank of Commerce, Oakland, California, to merge with

East County Bank, Antioch, California. *

Newspaper - 12/23/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Security Bank Holding Company and Security Bank Holding

Company ESOP, both of Coos Bay, Oregon, to acquire

Willamette Valley Bank, Salem, Oregon. *

Newspaper - 10/18/1999

Fed Reg - N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Humboldt Bancorp, Eureka, California, to acquire Capitol Thrift

and Loan Association, Napa, California.

Member Willamette Valley Bank, Salem, Oregon, to become a member

of the Federal Reserve System.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(5)(C) Network Bancorp USA, Ontario, California, to become a bank

holding company by acquiring Network Bank, USA, Ontario,

California.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2583347 Rancho Bernardo Community Bank

16495 Bernardo Center Drive

San Diego, CA 92128

(619) 451-9100

07/12/1999 11/24/1999 S X

1471577 Sun Country Bank

13792 Bear Valley Road

Victorville, CA 92392

(760) 243-1240

07/28/1999 11/26/1999 S X

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not

intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility

for errors or omissions.

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None