Federal Reserve Bank of Richmond

Week ending June 20, 1997

fini £ .

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 me _o. Date Rating
91521 F & M Bank-Massanutten

1855 East Market Street

Harrisonburg, Virginia 22801-5101 3-24-97 Satisfactory
600222 F & M Bank-Peoples

21 Main Street

Warrenton, Virginia 22186-34192 3-24-97 Satisfactory

1217542 Bank of Northern Virginia
1010 North Glebe Road
Arlington, Virginia 2202-4749 3-31-97 Satisfactory



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF JUNE 16, 1997

TI - APPLICAT. T EWSP.
NOTICE ONLY
APPLICATION ICE EXP
None.
Ss NII - TI BJEC H
WSPAPER AND FEDERAL TT I
API ATION ** NOTICE EXP

*Section 3(a)(1) application by

Bryan Family Management Trust, Bryan, TX, to acquire

Bryan-Heritage Limited Partnership, Bryan, TX, and

First National Bank of Bryan, The, Bryan, TX N/A

*Section 3(a)(3) application by

Sterling Bancshares, Inc., Houston, TX, to acquire

First Houston Bancshares, Inc., Houston, TX, and

Houston National Bank, Houston, TX N/A

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

PPLI NOTICE EXP

None.

SECTION IV _- APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE

OR NEWSPAPER NOTICE
APPLICATION
None.

SUBJECT TO CRA.

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



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending June 20, 1997

ASSIGNMENT OF RATING
Identification of Ratings

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

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

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Commercial Trust & Savings Bank — March 10, 1997 Satisfactory
210 North Lawler

P.O. Box 1366

Mitchell, SD 57362

American Bank (Whitefish) March 10, 1997 Satisfactory
P.O. Box 460

Whitefish, MT 59937-0460



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank Ead of comment period
Area Bancshares Cardinal Bancshares, Inc., 3and4 St. Louis July 21, 1997
Corporation(1), Lexington, KY, & The Vine
Owensboro, KY Street Trust Company,
CONTINUED Lexington, KY, and First &
Peoples Bank, Springfield,
KY, and HNB Bank
National Associaton,
Harlan, KY, and Jefferson
Banking Company,
Louisville, KY,
CONTINUED
Area Bancshares and Alliance Bank, FSB, 3and4 St. Louis July 21, 1997
Corporation(2), Somerset, KY, and
Owensboro, KY operation of a federal
CONTINUED savings bank (b)(4), and
Cardinal Data Services
Corporation, Lexington,
KY, and data processing
activities (b)(14)
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta June 5, 1997
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 LatInvest Securities 4 New York March 4, 1997
S.A., Inc.,
Bilbao, Spain New York, NY,
securities activities (b\(1),
(bX(4), (0X(15), and (616)
Bank of Idaho Holding Bank of Eastern Idaho, 3 San Francisco June 9, 1997
Company, Idaho Falls, ID

Idaho Falls, ID



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.

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.

Week Ending June 21, 1997
NAME OF BANK RATING f, ATI

None.

1/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.
3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.

/A - Not Available


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Stockmens Financial BankWest 3 Kansas City July 25, 1997
Corporation, Rushville, (ade novo bank), Castle
NE Rock, CO
Wenig, Fred and Rayma, _ Lincoln Bancshares, Inc., CIBC Kansas City July 16, 1997
Lincoln, MO Lincoln,

MO, and The Farmers Bank

of

Lincoln, Lincoln, MO



Applicant or notificant Acquiree or activity Section of law Reserve Bank

End of comment period

Huntington Bancshares
Incorporated(1),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Huntington Bancshares

First Michigan
Bancorporation, and
Superior Financial Corp.,
Holland, MI; FMB-Sault

Bank, Saulte Ste. Marie, MI;

FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

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

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

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

customer investments

Incorporated(4), (b)(7); and First Michigan
Columbus, OH Life Insurance Co.,
CONTINUED Holland, MI insurance

agency underwriting
(b)11);

3and4

3 and4

3and4

3 and 4

Cleveland

Cleveland

Cleveland

Cleveland

July 18, 1997

July 18, 1997

July 18, 1997

July 18, 1997



End of comment period

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank
Fifth Third Bancorp, Suburban Bancorporation, 4 Cleveland
Cincinnati, OH Inc.,

First Bank System, Inc.,
Minneapolis, MN

First Chicago NBD
Corporation, Chicago, IL

First Eldorado
Bancshares, Inc.,
Eldorado,

IL

First Marshal!
Bancshares, Inc.,
Marshall, TX,

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

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

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

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

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

Cincinnati, OH,

Suburban Federal Savings
Bank,

Cincinnati, OH

First Bank National 3 Minneapolis
Association, Fargo, ND

First Chicago Capital 4 Chicago
Markets, Inc., Chicago,

IL, underwriting & dealing

intoa

limited extent, equity

securities

Dana Bancorp, Inc., Dana, 3 St. Louis
IN, and First National Bank
of Dana, Dana, IN

First Marshall Corporation, 3 Dallas
Marshall, TX, and

East Texas National Bank

of Marshall,

Marshall, TX.

The First National Bank of 3 Minneapolis
River Falls,
River Falls, WI

Interim First National Bank = 3 Kansas City
of Gallatin,

Gallatin, MO,

First National Bank of

Gallatin,

Gallatin, MO

South Platte Bancorp, 3 Kansas City
Julesburg, CO

First State Bank of 3 Atlanta
Donalsonville,
Donalsonville, GA

May 27, 1997

July 3, 1997

June 30, 1997

July 10, 1997

July 11, 1997

June 26, 1997

June 27, 1997

July 21, 1997

June 20, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

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

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

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

Murfreesboro Bancorp,
Inc., Murfreesboro, TN

National City
Bancshares, Inc.,
Evansville, IN

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

Neighborhood
Bancorp(1),

San Diego, CA
CONTINUED

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

The Moody National Bank
of Galveston,
Galveston, TX

Madison Bancshares, Inc.,
Madison, NE, and The
Bank of Madison, Madison,
NE

Manasquan Savings Bank,
Wall Township, NJ

Bank of Murfreesboro,
Murfreesboro, TN

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

Citizens Bancshares of
Eldon, Missouri, Inc.,
Eldon, MO, and
Citizens Bank of Eldon,
Eldon, MO

Neighborhood Nat'l Bank,
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

CIBC

3 and4

Dallas

Dallas

Kansas City

New York

Atlanta

St. Louis

Richmond

San Francisco

June 30, 1997

June 27, 1997

June 26, 1997

June 27, 1997

July 18, 1997

June 6, 1997

June 26, 1997

June 23, 1997


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

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

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

Plainview Holding
Company,
Pilger, NE

Proctor, Randall M.,
Sandy, OR

Provident Bankshares
Corporation,
Baltimore, MD

Republic Bancshares,
Inc.,
St. Petersburg, FL

Rossenberg, Clifford R.,
Sunset Beach, CA

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

Forrest Holdings, Inc., &

Forrest Financial Corp.,

Lisle, IL, leasing

OGOEGI)

Pioneer Bancshares, Inc., 3
Ponca City, OK, and Bank

& Trust, Ponca City, OK;
Bancshares of Nichols

Hills, Inc., Oklahoma City,

OK; and Bank of Nichols

Hills, Oklahoma City, OK

American National 3
Creighton Co.,

Creighton, NE, and

American National Bank of
Creighton,

Creighton, NE

CCB Financial Corporation, CIBC
Sandy, OR, and Clackamas
County Bank, Sandy, OR

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)

F.F.O. Financial Group, 4
Inc.,

St. Cloud, FL, and First

Federal Savings and Loan
Association of Ocelola

County, Kissimmee, FL,
operating a savings

association (b)(4)(ii) ,

i
Security First Bank, CIBC
Fullerton, CA

Chicago

Kansas City

Kansas City

San Francisco

Richmond

Atlanta

San Francisco

End of comment period

June 19, 1997

July 18, 1997

June 23, 1997

June 23, 1997

June 30, 1997

May 23, 1997

May 27, 1997


Applicant or notificant

Acquiree or activity Section of law Reserve Bank End of comment period
Dresdner Bank extending credit & 4 New York June 17, 1997
AG,Frankfurt, servicing loans (b)(1),
Germany, and Dresdner leasing personal/real
Kleinwort Benson, property (b)(3), trust
New York, NY company functions (b)(5),
financial/investment advisor
(b)(6); agency transactional
services for customer
investment (b)(8); &
management consulting &
conseling (b)(9)
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
Eggemeyer Advisory SC Bancorp, Anaheim,CA, 3 San Francisco July 21, 1997
Corp., San Diego, CA, and Southern California
and Castle Creek Bank, Anaheim, CA
Capital, L.L.C., San
Diego, CA, Castle Creek
Capital Partners Fund -
I, L.P., San Diego, CA,
and Western Bancorp,
Laguna Niguel, CA.
Enterbank Holdings, City Bancorp, 3 St. Louis July 14, 1997
Inc., Clayton, MO Springfield, MO, and THE
BANK (a
proposed de novo bank),
Springfield, MO
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



Federal Reserve Bank of Atlanta
ications Bulletin for Week Ending J 1997

Section 10 - Availability of CRA Public Evaluation:

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:

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

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

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

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

Bank CRA Rating Examination Date
SunTrust Bank/Tampa Bay Satisfactory 02-18-97

Post Office Box 3303

Tampa, Florida 33601

(813) 224-2121

The Peoples Savings Bank Outstanding 03-10-97

Post Office Box 269

Clanton, Alabama 35045

(205) 755-2240



SECTION V_- AVAT LITY OF UBLIC TIONS
THE F E 99

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

Date of
Bank Examination CRA Rating
First Bank
P.O. Box 39
FM Loop 2155
Snook, TX 77878
260868 97/03/10 Satisfactory

Memphis State Bank

P.O. Drawer 10

621 Noel

Memphis, TX 79245

495857 97/03/10 Satisfactory



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 Carmedy (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!. 31 ..-822-4785; 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 16, 1997 TO JUNE 20, 1997

PAGE 5

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

BANK MERGERS

Dallas

Richmond

Atlanta

Atlanta

BANKS, STATE MEMBER

Director, BS&R

CHANGE IN BANK CONTROL

Kansas City

Atlanta

Dallas

First Commercial Bank, N.A., Seguin, Texas -- to
acquire the branch at 201 East San Antonio,
Lockhart, of Pacific Southwest Bank, Corpus
Christi, Texas.

Approved, June 16, 1997.

United Bank, Arlington, Virginia -- to merge with
Patriot National Bank, Reston, Virginia, and to
establish branches.

Approved, June 20, 1997.

4st United Bank, Boca Raton, Florida -- to merge with
Seaboard Savings Bank, F.S.B., Stuart, Florida.
Approved, June 17, 1997.

1st United Bank, Boca Raton, Florida -- to acquire
the assets and assume certain liabilities of
Seaboard Savings Bank, F.S.B., Stuart, Florida.
Approved, June 17, 1997.

Chase Manhattan Bank, New York, New York -- to
increase the equity underwriting and dealing limits
applicable to Chase's foreign subsidiaries.

Granted, June 20, 1997.

Blue Ridge Bancshares, Inc., Kansas City, Missouri --
change in bank control.
Permitted, June 17, 1997.

First Citizens Bancorp, Inc., Monroeville, Alabama --
change in bank control.
Permitted, June 17, 1997.

Ruidoso Bank Corporation, Ruidoso, New Mexico --
change in bank control.
Permitted, June 18, 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, ITI, 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 Pear! Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

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

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



RESERVE BANK APPLICATIONS BULLETIN ____ For week ending June 20,1997

JECTION VI - AMINATION: E)

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later

listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City

State
Number



RSSD
Number

794831

196426

849432

Federal Reserve Bank of Richmond

ection V - Availability of CRA Public Evaluations (cont.)

Week ending June 20, 1997

Name of Bank

Bank of White Sulphur Springs
1 East Mains Street
White Sulphur Springs, West Virginia 24986

Bank of Northumberland, Incorporated
Route 360
Heathsville, Virginia 22473-0009

The Bank of Monroe
Main Street
Union, West Virginia 24983

Examination
——Date_

3-31-97

4-7-97

4-14-97

Satisfactory

Satisfactory

Satisfactory



Federal Reserve Bank of Chicago

jon I - i jec! WS:
ti nt’
Comment Period
Type Application Ending Date
Merger & Branch M&I Lake Country Bank NP - 6-19-97

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

Merger M&I Merchants Bank NP - 6-19-97
Rhinelander, Wisconsin
Rhinelander, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

Merger M&I First American Bank NP - 6-19-97
‘Wausau, Wisconsin
Wausau, Wisconsin & Rothschild, Wisconsin branch offices of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

Merger & Branch M&lI Bank of Racine NP - 6-19-97
Racine, Wisconsin
Racine, Wisconsin branch office of
M&I Marshall & IIsley Bank
Milwaukee, Wisconsin
and to establish a branch at
468 College Avenue
Racine, Wisconsin

Branch 1st Source Bank NP - 6-23-97
South Bend, Indiana
801 West Wayne Avenue
Middlebury, Indiana



Federal Reserve Bank of Atlanta
ications in for Week i e 20, 19'

Section 3 - Applications Subject to Federal Register Only

Application Comment Period Ending Date
None.

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

Application

None.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section 1 - Applications Subject to
Newspaper Notice On!

Comment Period

Application Ending Date
New North Shore Bank, Duluth, Minnesota for prior approval July 14, 1997

to merge with North Shore Bank of Commerce, Duluth, Minnesota
and incident thereto, to establish branches in the Minnesota
communities of Duluth and Hermantown. *

New North Shore Bank, Duluth, Minnesota, for prior approval to July 14, 1997
become a member of the Federal Reserve System.

* Subject to CRA

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

Comment Period

Application Ending Date
NONE.

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

Comment Period

Application Ending Date
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS

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

Application

NONE.



Section V - Availability of CRA public evaluations

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

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

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

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating
817525 Fifth Third Bank of Southern Ohio AN/ST 6/16/97 Satisfactory

100 South Ohio Street
Hillsboro, OH 45133

Footnotes
Section VI - CRA examinations scheduled for Quarter of
Institution Location

Footnotes



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

Norwest Corporation,
Minneapolis, MN

NSS Bancorp, Inc.,
Norwalk, CT

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

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

PBT Bancshares, Inc.,
McPherson, KS

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Revelation Mortgage
Company of America,
Washington, D.C.
residential mortgage
lending activities (b)(1) and
(b)(2)

Norwalk Savings Society,
Norwalk, CT

First Bankshares, Inc.,
Longwood, FL, and First
National Bank of Central
Florida, Longwood, FL

First Bankshares, Inc.,
Longwood, FL, and

First National Bank of
Central Florida, Longwood,
FI

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

Yoder, KS

Peoples-Marion Bancorp,
Inc.,
Marion, KY

Farmers Bank of Malone,
Malone, FL

CIBC

CIBC

Minneapolis

New York

Atlanta

Atlanta

Kansas City

St. Louis

Atlanta

End of comment period

July 8, 1997

July 21, 1997

June 26, 1997

May 30, 1997

June 6, 1997

June 12, 1997

July 14, 1997



H.2 ADDITIONS AND CORRECTIONS
JUNE 16, 1997 TO JUNE 20, 1997
PAGE 10

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

FORMS

Consolidated Report of Condition and Income for Edge
and Agreement Corporations (FR 2886b) -- extension
with revisions.

Approved, June 13, 1997.

REGULATIONS AND POLICIES

Regulations D and I -- final amendments to define the
location of a depository institution to facilitate
interstate branching (Docket R-0963).

Approved, June 3, 1997.

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

BANK BRANCHES, DOMESTIC
Chicago Old Kent Bank, Grand Rapids, Michigan -- to establish
a branch at 3711 Lepeer Road, Flint, Michigan.
Approved, June 13, 1997.

COMPETITIVE FACTORS REPORTS

Kansas City First National Bank of Johnson, Johnson, Nebraska,
proposed acquisition of the assets and assumption
of the liabilities of the Auburn branch of American
National Bank, Nebraska City, Nebraska -- report on
competitive factors.

Submitted, June 12, 1997.

Chicago National Bank of Canton, Canton, Illinois, proposed
merger with Union National Bank of Macomb, Macomb,
Illinois -- report on competitive factors.
Submitted, June 11, 1997.



RESERVE BANK APPLICATIONS BULLETIN _____ For week ending June 20, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
T - APP) IN: E
lication End of Comment Period
* Section 9 branch application by The Fifth Third
Bank of Kentucky, Inc., Louisville, Kentucky, to

relocate a branch from 4026 Taylorsville Road to
3350 Hikes Lane, Louisville, Kentucky. 6-29-97

NEWSPAPER AND FEDERAL REGISTER NOTICE
licati End of C Period

* Section 3(a)(3) notification by Banterra Corp,
Eldorado, Illinois, to retain 5.39% of the voting
shares of 1st Bancorp Vienna, Vienna, Illinois. Federal Register: 7-18-97

* Section 4(c)(8) notification by Middleburg Bancorp,
Inc., Middleburg, Kentucky, to acquire First
Southern Bancorp, Lexington, Kentucky. N/A

Application End of Comment Period
None.
Iv - T
OR NEWSPAPER NOTICE
Application End of Comment Period
None.

* This notification is subject to CRA.



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 of law Reserve Bank End of comment period
Anteilsverwaltung- Creditanstalt Equipment 4 New York July 14, 1997
Zentralsparkasse and Leasing, Inc., Greenwich,
Bank of Austria CT in full payment lease
Aktiengesellschaft(3), financing (bX(3);
both of Vienna, Austria Creditanstalt International
CONTINUED Advisers, Inc., New York,
NY in securities brokerage,
private placement & riskless
principal activities,
CONTINUED
Anteilsverwaltung- provides merger-acquisition, 4 New York July 14, 1997
Zentralsparkasse and corporate finance &
Bank of Austria investment
Aktiengesellschaft(4), advice & research (bX6) &
both of Vienna, Austria (b)(7); Creditanstalt
CONTINUED International Asset
Management, Inc., New
York, NY providing
investment management &
economic research (b)(6);
CONTINUED
Anteilsverwaltung- Creditanstalt Municipal 4 New York July 14, 1997
Zentralsparkasse and Leasing Co., Limited
Bank of Austria Partnership,
Aktiengesellschaft(5), Greenwich, CT in full
both of Vienna, Austria payout municipal leasing
CONTINUED (b\3)
Century Acquisition Century Capital Financial, 3 Kansas City July 21, 1997
Corporation, Hurst, TX Inc., Kilgore, TX,
and Century Capital
Financial, {nc.,
Kilgore, TX, and City
National Bank, Kilgore, TX
Davis Bancorporation, Century Acquisition 3 Kansas City July 21, 1997
Inc., Davis, OK; First Corporation,
Centralia Bancshares, Hurst, TX, and City National
Inc., Bank,
Centralia, KS; Morrill Kilgore, TX

Bancshares,

Inc., Sabetha, KS; and
Onaga

Bancshares, Inc.,
Overland Park, KS



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, Il], 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



Type

3(a)(3)

3(a)6)

4(c)(8)

4©)(8)

Federal Reserve Bank of Chicago

ction II - Applications Subject to Both Newspaper and Federal
Register Notice cont’

Comment Period

Application Ending Date
F&M Bancorporation* FR - 7-3-97
Kaukauna, Wisconsin NP - 7-7-97

Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank

Clear Lake, Wisconsin

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

Pinnacle Financial Services, Inc. FR - 6-19-97
St. Joseph, Michigan NP - 6-23-97

CB Bancorp, Inc.

Michigan City, Indiana

Community Bank, a Federal Savings Bank

Michigan City, Indiana

Community Brokerage Services, Inc.

Michigan City, Indiana

Pinnacle Financial Services, Inc. FR - 6-19-97
St. Joseph, Michigan NP - 6-25-97

Indiana Federal Corporation

Valparaiso, Indiana

Indiana Federal Bank

Valparaiso, Indiana

IndFed Mortgage Company

Valparaiso, Indiana

IndFed Investment Services, Inc.

Valparaiso, Indiana

Forrest Holdings, Inc.

Lisle, Illinois



H.2

JUNE 16, 1997 TO JUNE 20, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

Cleveland

Richmond

Dallas

Cleveland

St. Louis

Chicago

National City Bank, Cleveland, Ohio, proposed merger
with National City Bank, Northeast, Akron, National
City Bank of Columbus, National City Bank of
Dayton, National City Bank, Northwest, Toledo, and
National City Bank of Ashland, Ashland, Ohio --
report on competitive factors.

Submitted, June 17, 1997.

NationsBank, National Association, Charlotte, North
Carolina, proposed merger with Boatmen's Bank of
Newark, Newark, Arkansas, and Boatmen's National
Bank of South Arkansas, Camden, Arkansas -- report
on competitive factors.

Submitted, June 19, 1997.

NationsBank of Texas, N.A., Dallas, Texas, proposed
merger with Boatmen's Trust Company of Texas,
Houston, Texas -- report on competitive factors.

Submitted, June 18, 1997.

Park National Bank, Newark, Ohio, proposed
acquisition of certain assets and assumption of
certain liabilities of three branches in Lancaster,
of KeyBank N.A., Cleveland, Ohio -- report on
competitive factors.

Submitted, June 17, 1997.

Progressive Ozark Bank, FSB, Salem, Missouri,
proposed merger with Progressive Ozark Interim
Federal Savings Bank -- report on competitive
factors.

Submitted, June 18, 1997.

State Bank of Nichols, Nichols, Wisconsin, proposed
acquisition of the assets and assumption of the
liabilities of the Seymour, branch of First
Northern Savings Bank, S.A., Green Bay, Wisconsin -
- report on competitive factors.

Submitted, June 17, 1997.



H.2

JUNE 16, 1997 TO JUNE 20, 1997

PAGE 6

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

COMPETITIVE FACTORS REPORTS

Dallas

Chicago

Cleveland

Cleveland

Boston

St. Louis

Chicago

Chicago

American Bank of Texas, Sherman, Texas, proposed
acquisition of the assets and assumption of the
liabilities of a branch at 120 West Sam Rayburn,
Bonham, Texas, of First Bank of Texas, Tomball,
Texas -- report on competitive factors.

Submitted, June 18, 1997.

Bank of New Glarus, New Glarus, Wisconsin, proposed
merger with Interim Bank of New Glarus -- report on
competitive factors.

Submitted, June 17, 1997.

Central Bancshares, Inc., Lexington, Kentucky,
proposed acquisition of the assets and assumption
of the liabilities of Central Bank, FSB,
Nicholasville, Kentucky -- report on competitive
factors.

Submitted, June 17, 1997.

Charter One Financial, Inc., Cleveland, Ohio,
proposed acquisition of the assets and assumption
of the liabilities of Haverfield Corporation, and
proposed merger of HomeBank, FSB, with Charter One
Bank, F.S.B. -- report on competitive factors.

Submitted, June 17, 1997.

Citizens Bank of Connecticut, New London,
Connecticut, proposed merger with The Bank of New
Haven, New Haven, Connecticut -- report on
competitive factors.

Submitted, June 20, 1997.

Clay City Banking Company, Clay City, Illinois,
proposed merger with Clay City Interim Bank --
report on competitive factors.

Submitted, June 16, 1997.

First National Bank & Trust Company of Rochelle,
Rochelle, Illinois, proposed merger with FNB Bank
of Rochelle, N.A. ~- report on competitive factors.

Submitted, June 17, 1997.

Michigan National Bank, Farmington Hills, Michigan,
proposed merger with Michigan Bank, F.S.B., Troy,
Michigan -- report on competitive factors.

Submitted, June 17, 1997.



Federal Reserve Bank of Richmond

ection I - Applications Subject to Newspaper

Notice Only
Ay tio) Comment Period Ending Date
Chesapeake Bank, Kilmarnock,
Virginia, to establish a branch
at 1229 Lafayette Street,
Williamsburg, Virginia.* 7-19-97

None.

Section III - Applications Subject to Federal Register Notice

None.

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

Li .

Commercial BancShares, Inc., Parkersburg,
West Virginia, to acquire assets of Mid-
Ohio Valley Loan Company, St. Mary's, West
Virginia, through a new subsidiary to be
known as Hometown Finance Company, St. Marys,
West Virginia, and engage in making consumer
loans.

Keystone BanCorp, Inc., Keystone, West
Virginia, to become a bank holding company
through the acquisition of The First
National Bank of Keystone, Keystone, West
Virginia.

*Application is subject to CRA requirements.



H.2
JUNE 16,
PAGE 9

1997 TO JUNE 20, 1997

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

EXTENSIONS OF TIME

Dallas

INTERNATIONAL OPERATIONS

MEMBERSHIP

Director, BS&R

San Francisco

St. Louis

SW & KM Limited Partnership, Del Rio, Texas --
extension to September 27, 1997, to acquire Westex
Bancorp, Inc.

Granted, June 17, 1997.

Bank of America National Trust & Savings Association,
San Francisco, California -- waiver of the
remainder of the 45-day notice period to make an
investment.

Granted, June 18, 1997.

Bank of The Orient, San Francisco, California -~ to
become a member of the Federal Reserve System.
Approved, June 18, 1997.

Flora Bank & Trust, Flora, Illinois -- to become a
member of the Federal Reserve System.
Approved, June 19, 1997.



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending June 20, 1997

Recently Approved Applications Approval Date
First Citizens Bancorp, Inc. 06-17-97

Monroeville, Alabama

Change in control by Mr. Charlie Deer to acquire an additional 14.77 percent of the outstanding
shares of common stock of First Citizens Bancorp, Inc., Monroeville, Alabama. Total ownership
will equal 24.75 percent.

Ist United Bancorp 06-17-97

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

ist United Bank 06-17-97

Boca Raton, Florida
To merge with Seaboard Savings Bank, F.S.B., Stuart, Florida, pursuant to Section 18(c) of the
Federal Deposit Insurance Act.

1st United Bank 06-17-97

Boca Raton, Florida
To acquire the assets and assume certain liabilities of Seaboard Savings Bank, F.S.B., Stuart,
Florida, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act, as amended by the
Federal Deposit Insurance Corporation Improvement Act of 1991.

PN Holding, Inc. 06-16-97
Ann Arbor, Michigan
{-BHC formation, Pelican National Bank, Naples, Florida (in organization).

PN Holdings, Inc. 06-16-97

Ann Arbor, Michigan

To acquire Washtenaw Mortgage Co., Ann Arbor, Michigan, and thereby engage in making,
acquiring, and servicing loans or other extensions of credit, pursuant to Section 225.25(b)(1)(iii) of
Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.



ene

ence ceed

ANNOUNCEMENT

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM

ACTIONS TAKEN BY THE BO.

H.2, 1997, No. 25

Actions of the Board, its Staff, and

the Federal Reserve Banks;
Applications and Reports Recéived
During the Week Ending June 21, 1997

JARD OF GOVERNORS

BANK HOLDING COMPANIES

AMCORE Financial, Inc., Rockford, Illinois -- to
acquire Country Bancshares Corporation, Mount
Horeb; Belleville Bancshares Corporation,
Belleville; State Bank of Mount Horeb, Mount Horeb;
Montello State Bank, Montello; State Bank of
Argyle, Argyle; Citizens State Bank, Clinton; and
Belleville State Bank, Belleville, all in
Wisconsin.

Approved, June 16, 1997.

Bank of Nova Scotia, Toronto, Ontario, Canada ~-
request for a temporary exemption in connection
with its proposed acquisition of the Mortgage
Insurance Company of Canada.

Granted, June 19, 1997.

Commerzbank AG, Frankfurt am Main, Federal Republic
of Germany -- to acquire Montgomery Asset
Management, L.P., including a membership interest
in Montgomery Services, LLC, both in San Francisco,
California, and provide financial and investment
advisory services, securities brokerage, and
private placement services.

Approved, June 16, 1997.

Mellon Bank Corporation, Pittsburgh, Pennsylvania --
to acquire Buck Consultants, Inc., New York, New
York, and engage in employee benefits consulting
activities.

Approved, June 16, 1997.

RESERVE BANK OPERATIONS

Budget guidelines for 1998.
Approved, June 18, 1997.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Bedene, John B., Bedene Insurance Agency, CIBC Kansas City June 18, 1997
Bedene, Bruce Fowler, Inc.,
Bualle, Becky Suzanne, Arma, KS, and
and Bedene, Barry The First State Bank,
William, as co-trustees Arma, KS.
of the Trust Estate
established by the Will
of John H. Bedene,
Deceased, all of Arma,
KS
Bedford Bancshares, Western American National 3 Dallas June 23, 1997
Bedford, TX, and Bank,
Bedford Delaware Bedford, TX
Bancshares, Inc.,
Dover, DE
Biggs, Daniel Biggs; First Wakeeney Agency, CIBC Kansas City July 3, 1997
Grimes, Merlin; ED&J, Inc., Wakeeney, KS, and
Inc., c/o David Marmie; Interstate Bank, Great
Carr, Ronald and Call, Bend, KS
Dennis; and Southard,
R. Joe, all of Great
Bend, KS
Binger Agency, Inc., Midstate Bancorp, Inc., 3 Kansas City June 20, 1997
Binger, OK Hinton, OK, and
Legacy Bank TC,
Blanchard, OK, and
Legacy Bank,
Hinton, OK
Bryan Family Bryan-Heritage Limited 3 Dallas July 21, 1997
Management Trust, Partnership, Bryan, TX, and
Bryan, TX, and Bryan- The First National Bank of
Heritage Limited Bryan, Bryan, TX
Partnership, Bryan, TX
Bryan, James Hugh, JBC Bancshares, Inc., CIBC Atlanta July 10, 1997
Jasper, GA Jasper, GA, and
Jasper Banking Company,
Jasper, GA
Cabot Bankshares, Inc., The Capital Bank, Cabot, 3 St. Louis July 11, 1997
Cabot, AR AR
Cabot Bankshares, Inc., The Capital Bank, Little 3 St. Louis July 11, 1997
Cabot, AR Rock, AR

CORRECTION



= T. B

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



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

CT ION = PL S T
EWS PAP. T. Y
Application Comment Period Ending Date
NONE
SECTION IT - APPLICATIONS SUBJECT TO BOTH
. 'SPAP. FED. RI {e)
Application ent Peri di e
Northway Financial, Inc., News xr 07/17/97
Berlin New Hampshire -
3(a) (1)/ 3 (a) (5) eral is 07/17/97

| application to acquire
100% of the voting stock
of The Berlin City Bank,
Berlin, New Hampshire and
to acquire 100% of the
voting stock of PEMI
Bancorp, Inc., Plymouth,
New Hampshire*

CTI. = APP. IN: qT
EDE. ISTE:

Application Comment Period Ending Date
NONE

SECTION IV _- APPLICATIONS NOT SUBJECT TO
E] iT NEW; P. T

NONE

v - ITy L
Institution Examination D. Rating**

NONE



Applicant or notificant

Neighborhood
Bancorp(2),

San Diego, CA
CONTINUED

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

New Woodson
Bancshares, Inc.,
Graham, TX

Norma McLane-Smith
Family Limited
Partnership,

Poplar Bluff, MO

Northway Financial,
Inc., Berlin, NH

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

extending loand and credit
activities (b)(1) & (2), and
consumer financial
counseling (b)(6)

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

Woodson Bancshares, Inc.,
Woodson, TX, and

First State Bancorp, Inc.,
Carson

City, NV, and First State
Bank, Graham, TX

Midwest Bancorporation,
Inc.; Midwest Bancshares,
Inc., Poplar Bluff, MI; First
Midwest Bank of Piedmont,
Piedmont,

MIi; First Midwest Bank of
Dexter, Dexter, MI; and
Carter County State Bank,
Van Buren, MI

The Berlin City Bank,
Berlin, NH, and

Pemi Bancorp, Inc.,
Plymouth,

NH, and Pemigewasset
National Bank of Plymouth,
Plymouth, NH

AMEED Financial, Inc.,
Minneapolis, MN,

and Norwest Bank, Nevada,
N.A., Las

Vegas, NV

Myers Bancshares, Inc.,
Dallas, TX, and Continental
State Bank, Boyd, TX

Woodhaven National
Bank, Fort Worth, TX

3 and4 San Francisco
3 Minneapolis
3 Dallas

3 St. Louis

3 Boston

3 Minneapolis

3 Minneapolis

3 Minneapolis

June 23, 1997

July 7, 1997

June 27, 1997

July 3, 1997

July 17, 1997

July 14, 1997

July 3, 1997

July 3, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/20/97
Section V_- Availability of CRA Public E .

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.

Institut Locati Examination D Rating*

None

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

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

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

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

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

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



Federal Reserve Bank of Chicago
ction V - Availabili 2) ic Evi

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 20, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identificati f Rati

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.

BANK NAME/LOCATION EXAMINATION DATE RATINGS

CSB Bank 3/07/97 s
206 North Main Street

Capac, Michigan 48014-9999

(810) 395-4313

RSSD #614340



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Central Bancompany,
Inc., Jefferson City, MO

Central Illinois Bancorp,
Sidney, IL

Century Bancorp, MHC,
Bridgeton, NJ;

and Century Bancorp,
Inc.,

Bridgeton, NJ

Century South Banks,
Inc., Dahlonega, GA

City Bancorp,
Springfield, MO

Comerzbank AG,
Frankfurt am Main,
Germany

Commercial Bancshares
of Ozark, Inc., Ozark,
AL

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

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

Cedarburg, WI

Century Savings Bank,
Bridgeton, NJ

Bank Corporation of
Georgia, Macon, GA, and
First South Banks, N.A.,
Macon,

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

THE BANK, Springfield,
MO, a de novo bank

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

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

The Commercial Bank of
Ozark,
Ozark, AL

3

St. Louis

Chicago

Philadelphia

Atlanta

St. Louis

New York

Atlanta

July 7, 1997

June 26, 1997

May 1, 1997

July 18, 1997

July 3, 1997

May 14, 1997

July 3, 1997



Type

4()(8)

Type

NONE

S

Federal Reserve Bank of Chicago

Section II - Applications Subject to Federal Register
Notice Only
Comment Period
Application Ending Date
First Chicago NBD Corporation FR - 6-30-97

Chicago, Illinois
First Chicago Capital Markets, Inc.
Chicago, Illinois

tion IV - ications Not Subject to Federal Register or New: Noti

Application



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



H.2
JUNE 16, 1997 TO JUNE 20, 1997
PAGE 8

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

COMPETITIVE FACTORS REPORTS

Chicago TCF National Bank Illinois, Chicago, Illinois,
proposed merger with Standard Federal Bank for
Savings, Burr Ridge, Illinois, and Standard Interim
Federal Savings Bank -- report on competitive
factors.
Submitted, June 17, 1997.

St. Louis United Commonwealth Bank, FSB, Murray, Kentucky,
proposed purchase of the assets and assumption of
the liabilities of the Murray, branch of Republic
Bank and Trust Company, Louisville, Kentucky --
report on competitive factors.

Submitted, June 16, 1997.

Cleveland 1st National Community Bank, East Liverpool, Ohio,
proposed acquisition of certain assets and
assumption of certain liabilities of the New
Cumberland, West Virginia, branch of United
National Bank, Parkersburg, West Virginia -- report
on competitive factors.

Submitted, June 17, 1997.

EXTENSIONS OF TIME

Richmond Centura Bank, Rocky Mount, North Carolina --
extension of time to establish a branch inside the
Hannaford Brothers Grocery Store at 1300 East
Hartley Drive, High Point, North Carolina.
Granted, June 20, 1997.

San Francisco GB Bancorporation, San Diego, California -- extension
to September 18, 1997, to acquire shares of Rancho
Vista National Bank, and Pacific Commerce Bank,
both in Chula Vista, California.
Granted, June 20, 1997.

San Francisco Sanwa Bank, Limited, Osaka, Japan -~ extension to
divest certain property.
Granted, June 20, 1997.

Dallas SW & KM Holdings, LLC, Del Rio, Texas -- extension to
acquire Westex Bancorp, Inc.
Granted, June 17, 1997.



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending June 20, 1997

Section 1 - Applications Subject to Newspaper Notice Only

Application Comment Period Ending Date
None.

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Century South Banks, Inc. 07-18-97*
Gainesville, Georgia Federal Register

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

ABC Bancorp Not yet available*
Moultrie, Georgia

To merge with Irwin Bankcorp, Inc., Ocilla, Georgia, and thereby directly acquire Bank of Ocilla,

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

JBC Bancshares, Inc. 07-10-97*

Jasper, Georgia Federal Register
Change in control notice by Mr. James Hugh Bryan to acquire at least 10 percent of the outstanding
shares of JBC Bancshares, Inc., Jasper, Georgia.

Hibernia Corporation 07-14-97*

New Orleans, Louisiana Federal Register

To merge with Executive Bancshares, Inc., Paris, Texas, and thereby directly acquire First National
Bank of Paris, Paris, Texas, and Collin County National Bank, McKinney, Texas, pursuant to
Section 3(a)(5) of the Bank Holding Company Act.

Deposit Guaranty Corp. 07-10-97*

Jackson, Mississippi Federal Register

For its subsidiary, CSF Acquisition Corp., Jackson, Mississippi, to acquire CitiSave Financial
Corporation, Baton Rouge, Louisiana, and its subsidiary, Citizens Savings Association, F.A., Baton
Rouge, Louisiana, and thereby engage in operating a savings association, pursuant to Section
225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

*Subject to the provisions of the Community Reinvestment Act.



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Lloyds TSB Group IAI Holdings Inc., 4 New York March 26, 1997
PLC, and Lloyds Bank Investment Advisers, Inc.,
PLC, Minneapolis, MN, trust
both of London, England services (b)(3); investment
advisory services (b)(4);
full-service brokerage
(b)(15); foreign exchange
execution & advisory
services, and other advisory
& administrative services
Marshall & Ilsey Security Capital 3 Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI
Mauldin, Leonard P., BancIndependent, Inc., CIBC Atlanta June 2, 1997
Town Creek, AL, Sheffield, AL,
Mauldin, Macke B., and Bank Independent,
Sheffield, AL, and Sheffield, AL
Mauldin, E. Fennel, Jr.,
Sheffield, AL, as the
MPEFM, II Limited
Partnership
Mayer, Morris, Madison Bancshares, Inc., CIBC Kansas City April 7, 1997
Testamentary Trust, Madison, NE,
Walkenhorst, Dale as Bank of Madison,
Trustee, Madison, NE
Madison, NE
Meade Bancorp, Inc., Bedford Loan & Deposit 3 St. Louis June 20, 1997
Brandenburg, KY Bancorp, Inc.,
Bedford, KY, and
Bedford Loan & Deposit
Bank,
Bedford, KY
Midwest Midwest Bancshares, Inc., 3 St. Louis June 16, 1997

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

Stock Ownership Plan,
all of Poplar Bluff, MO

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



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

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

Waseca Bancshares,
Inc., Waseca, MN

Waterman, Charles E.
Frankfort, IL

Welch, Waymon Heriot,
Jr., Memphis, TN

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)

American Savings, Inc.,
Farmington, MM, acquiring
an industrial loan and thrift
company (b)(4)(i)

South Holland Bancorp,
Inc., South Holland, IL, and
South Holland Trust &
Savings Bank, South
Holland, IL

Noshoba Bancshares, Inc.,
Memphis,

TN, and Nashoba Bank,
Germantown, TN

3

3

CIBC

CIBC

CIBC

St. Louis

St. Louis

Richmond

New York

Atlanta

St. Louis

Minneapolis

Chicago

St. Louis

June 23, 1997

July 7, 1997

June 16, 1997

June 23, 1997

June 5, 1997

June 16, 1997

June 24, 1997

July 10, 1997

June 23, 1997


Iil - LI T DE! E)

AP’ TI ENT PE) D. D.
None.
ECT! IV - Al TI Ne TTOF REGISTE! T.
PER Ni E
PLICATI

Vectra Bank of Denver, Denver, Colorado, for prior
approval to merge with Professional Bank, Denver,
Colorado.

Peoples Bank, Pratt, Kansas, to voluntarily withdrawal
from membership in the Federal Reserve System.

- BI. RA LIC E T)
Identification of Ratings

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

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

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

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping

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



Substantial noncompliance in meeting community credit needs

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

CRA Public CRA
Bank/Location RSSD# Exam Date —Date _ —Rating _
Gretna State Bank 6954 3-24-97 6-16-97 Satisfactory

P.O. Box 519
Gretna, Nebraska 68028-0519

*Application is subject to CRA.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

First United Bancshares,
Inc.,
El Dorado, AR

Florida Bancshares, Inc.,
Dade City, FL

Fulton Financial
Corporation,
Lancaster, PA

Gideon Bancshares
Company,
Dexter, MO

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

Greer, Elmo,
East Bernstadt, KY

Harris Financial MHC,
Harrisburg, PA

Hibernia Corporation,
New Orleans, LA

Hohl Financial, Inc.,
Wahoo, NE

Fredonia Bancshares, Inc.,
Nacogdoches, TX, and
Fredonia State Bank,
Nacogdoches, TX

First National Bank of
Pasco,
Dade City, FL

The Peoples Bank of
Elkton,
Elkton, MD

First Midwest Bank of
Chaffee,
Chaffee, MO

Home Financial Bancorp,
Spencer, IN, and Owen
Community Bank, S.B.,
Spencer, IN

Cumberland Valley
Financial Company,
London, KY

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

Executive Bancshares, Inc.,
Paris, TX, and First
National Bank of Paris,
Paris, TX, and Collin
County National Bank,
McKinney, TX

Wahoo State Bank,
Wahoo, NE

CIBC

CIBC

St. Louis

Atlanta

Philadelphia

St. Louis

Chicago

Cleveland

Philadelphia

Atlanta

Kansas City

June 30, 1997

April 21, 1997

June 23, 1997

June 20, 1997

July 9, 1997

May 23, 1997

March 27, 1997

June 14, 1997

May 16, 1997


Federal Reserve Bank of Chicago

ion I - Applicati je N 1
ice Onk

Comment Period
Type Application Ending Date
NP - 6-20-97

Prairie Bank & Trust Company

Bridgeview, Illinois
Caton Farm Road and Route 59

Joliet, Illinois

Branch

NP - 7-7-97

Branch 1st Source Bank
South Bend, Indiana
815-H South Centerville Road

Sturgis, Michigan
NP - 7-7-97

First American Bank

Carpentersville, Illinois
33 West Monroe Street

Chicago, Illinois

Branch

Fifth Third Bank of Central Indiana NP - 7-1-97

Indianapolis, Indiana
3060 Valley Farms Road
Indianapolis, Indiana

Branch

NP - Newspaper

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

** — Not available at this time


Applicant or notificant

Johnson, Willard M., as
managing general
partner of the
WMJ/RMJ Family
Limited Partnership I],
Houston, TX

Kazi, Zubair and Khatija,
Studio City, CA;

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

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Lashute, Ronald J.,
Opelousas, LA

Lauritzen Corporation
Q),

Omaha, NE
CONTINUED

Lauritzen Corporation
Q),

Omaha, NE
CONTINUED

Lauritzen Corporation,
Omaha, NE

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Jamestown Union CIBC
Bancshares, Inc.,

Jamestown, TN, and

Union Bank,

Jameston, TN

Greater Pacific Bancshares, CIBC
Whittier, CA;

Bank of Whittier, N.A.,

Whittier, CA

Kentucky Home Bank, 3
Bardstown, KY

American Bancorp, Inc., CIBC
Opelousas, LA

and American Bank &

Trust Company,

Opelousas, LA

First National of Nebraska, 3
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 3
National Bank of Omaha,
Omaha, NE

First National of Nebraska, 3
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

Atlanta

San Francisco

San Francisco

Atlanta

Kansas City

Kansas City

Kansas City

June 18, 1997

May 5, 1997

April 17, 1997

May 23, 1997

June 2, 1997

June 2, 1997

June 20, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Zions Bancorporation, Tri-State Bank, 3 San Francisco June 6, 1997
Salt Lake City, UT Montpelier, ID


H.2

JUNE 16, 1997 TO JUNE 20, 1997

PAGE 4

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

BANK HOLDING COMPANIES

Director, BS&R Lafayette Bancorporation, Lafayette, Indiana --

Cleveland

St. Louis

Atlanta

Atlanta

Gc

Atlanta

Richmond

Secretary

transfer agent registration.
Approved, June 17, 1997.

Monitor Bancorp, Inc., Big Prairie, Ohio -- to
acquire shares of The Monitor Bank.
Permitted, June 19, 1997. .

Peoples-Marion Bancorp, Inc., Marion, Kentucky, and
Peoples Bank Employee Stock Ownership Trust -- to
acquire shares of The Peoples Bank.

Permitted, June 17, 1997.

PN Holdings, Inc., Ann Harbor, Michigan -- to acquire
Washtenaw Mortgage Company, and engage in lending
activities.

Permitted, June 16, 1997.

PN Holdings, Inc., Ann Arbor, Michigan -- to acquire
Pelican National Bank, Naples, Florida.
Approved, June 16, 1997.

Reich Family Limited Partnership, Liberty, Missouri -
- determination that it is a qualified family
partnership under the Bank Holding Company Act.

Granted, June 17, 1997.

United Bancorp, Boca Raton, Florida -- to acquire
Seaboard Savings Bank, F.S.B., Stuart, Florida, and
engage in operating a savings association.

Permitted, June 17, 1997.

United Bankshares, Inc., Charleston, West Virginia --
to acquire First Patriot Bankshares Corporation,
Reston, Virginia.

Approved, June 20, 1997.

Wachovia Corporation, Winston-Salem, North Carolina -
- to acquire the assets of MacroXWorld Research
Corporation, and engage in providing financial or
investment advisory activities and data processing.

Permitted, June 19, 1997.



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Bank of New York State Street Boston 3 and 4 New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;

State Street Bank and Trust

Company,

Boston, MA

trust, securities and data

processing activities (b)(3),

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

of debt & equity securities

other than interests in open

end investment companies;

making, acquiring,

brokering & servicing loans

or other extensions of

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

brokerage services (b)(7);

buying & selling securities

(b)(7); acting as agent for

the private placement of

securities (b)(7);

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

services to investment

companies.
Banterra Corp, 1st Bancorp Vienna, Inc., 3 St. Louis July 18, 1997
Eldorado, IL Vienna,

IL, First State Bank of
Vienna, Vienna, IL



H.2A

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

Companies; Change in Bank Control

Notices Filed as of June 20, 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 oflaw Reserve Bank

End of comment period

ABC Bancorp, Moultrie,
GA

Altus NBC Corporation,
Inc., Oklahoma City,
OK

AMFED Financial, Inc.,
Minneapolis, MN

Irwin Bankcorp, Inc.,
Ocilla, GA and Bank of
Ocilla, Ocilla, GA

NBC Corporation, Inc.,
Oklahoma City, OK, and
NBC Technologies, Inc.,
Oklahoma City, OK
providing data

processing services (b)(14)

Norwest Bank Nevada,
National Association, Las

Vegas, NV

3 Atlanta
4 Kansas City
3 Minneapolis

July 18, 1997

June 25, 1997

July 14, 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 20, 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 oflaw Reserve Bank End of comment period
Anteilsverwaltung- Creditanstalt-Bankverein, 4 New York July 14, 1997
Zentralsparkasse and Vienna, Austria, and thereby
Bank of Austria CA Trade Finance Services,
Aktiengesellschaft(1), Inc., Greenwich, CT in
both of Vienna, Austria export trade and lease
CONTINUED finance activities (b)(1) &
(2); CA Tradeco, Inc.,
Greenwich, CT in
community development
activities (b)(12);
CONTINUED
Anteilsverwaltung- Creditanstalt-A.W.T. Trade 4 New York July 14, 1997
Zentralsparkasse and Finance Co., New York, NY
Bank of Austria in export trade finance
Aktiengesellschafi(2), activities (b)(1) & (2);
both of Vienna, Austria Creditanstalt Corporate
CONTINUED Finance, Inc., Greenwich,
CT in corporate

finance and commercial
lending activities (b)(1) &
Qs

CONTINUED



FEDERAL RESERVE BANK OF PHILADELPHIA

ECTION I - APP! Ni ‘D AND TT P.
NOTICE ONLY
NONE
I - AP! TION I T T. E:
-AND FEDERAL REGISTER NOTICE

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: 06/23/97
T II - APPLICAT) T A
REGISTER NOTICE ONLY
NONE
IV - APP) TON: ‘D D D L
I T: P)

NONE


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Huntington Bancshares, underwriting & dealingtoa 4 Cleveland June 17, 1997
Inc.(A), Columbus, OH, limited extent in all types of
Huntington Capital debt securities, including
Corp., corporate debt, sovereign
Columbus, OH debt securities, mortgage
CONTINUED revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.
Morgan & Co.
CONTINUED
Huntington Bancshares, The Chase Manhattan 4 Cleveland June 17, 1997
Inc.(B), Corp., Bankers Trust New
Columbus, OH York Corp., Citicorp and
CONTINUED Security Pacific Corp. (75.
Fed. Res. Bull. 192 (1989)
CONTINUED
Hyder, Ronald Hollis, First Holding Company, CIBC 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., 4 New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities
activities (b)(7); data
processing (b)(14);
financial & investment
activities (b)(6); and
underwriting (b)(8)
Intra Financial Peoples Bancorp of 3 Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
J&L Holdings Limited American National 3 Kansas City July 18, 1997
Partnership, and Creighton
Plainview Company, Creighton, NE
Holding Company, both

of Pilger, NE



Applicant or notificant

Acquiree or activity

Peoples-Marion
Bancorp, Inc.,
Marion, KY

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

Pinnacle Financial
Services, Inc. (A),
St. Joseph, M1
CONTINUED

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

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

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

The Peoples Bank, 3 St. Louis
Marion, KY

Peoples Home Savings 3 Cleveland
Bank,

Beaver Falls, PA

CB Bancorp Inc., Michigan 4 Chicago
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 4 Chicago
advisory (b)(6)(ii), (iii),

(iv), (v) & (vi), & provide

securities brokerage

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

Indiana Federal Corp., & 4 Chicago
Indiana Federal Bank for

Savings, Valparaiso, IN,

operating a savings

association (b)(4)(ii);

IndFed Mortgage Co.,

Valparaiso, IN, community

development activities

(b)(12); &

CONTINUED

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

CONTINUED

Section oflaw Reserve Bank

End of comment period

June 12, 1997

May 1, 1997

June 19, 1997

June 19, 1997

June 19, 1997

June 19, 1997


District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week of 6/21/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period
NONE
Footnotes
Section II - Applications subject to both newspaper and Federal Register notice
Ending date of
Type Application comment period
NONE
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period

NONE

Footnotes



H.2

JUNE 16, 1997 TO JUNE 20, 1997

PAGE 3

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

BANK HOLDING COMPANIES

Cleveland

Richmond

Minneapolis

Director, BS&R

Minneapolis

Director, BS&R

Richmond

Dallas

Dallas

Banc One Corporation, Columbus, Ohio -- to purchase
certain assets of Venture Marketing Corporation
(d.b.a Delphos International, Washington, D.C.).

Permitted, June 19, 1997.

Botetourt Bankshares, Inc., Buchanan, Virginia -- to
acquire Bank of Botetourt, Buchanan, Virginia.

Approved, June 19, 1997.

Eagle Investment Company, Inc, Glenwood, Minnesota ~~
to acquire Eagle Bank, Glenwood, Minnesota.

Approved, June 18, 1997.

Emclaire Financial Corp., Emlenton, Pennsylvania ~-
transfer agent registration.
Approved, June 17, 1997.

Financial Services of St. Croix Falls, St. Croix
Falls, Wisconsin -- to acquire State Bank of
Dennison, Dennison, Minnesota.

Approved, June 18, 1997.

First Baird Bancshares, Inc., Dallas, Texas --
request for relief from commitment in connection
with application to acquire The Oklahoma National
Bank of Duncan, Duncan, Oklahoma.

Granted, June 20, 1997.

First Citizens BancShares, Inc., Raleigh, North
Carolina -- to acquire First Savings Financial
Corp., Reidsville, North Carolina.

Approved, June 19, 1997.

First Marshall Bancshares, Inc., Marshall, Texas --
to acquire First Marshall Delaware Bancshares,
Inc., Dover, Delaware, and First Marshall
Corporation, Marshall, Texas.

Approved, June 17, 1997.

First Marshall Delaware Bancshares, Inc., Dover,
Delaware -- to acquire First Marshall Corporation,
Marshall, Texas, and East Texas National Bank,
Marshall, Texas.

Withdrawn, June 17, 1997.



Federal Reserve Bank of Kansas City Week ending June 20, 1997

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

APPLICATION

WestStar Bank, Vail, Colorado, for prior approval to
establish a de novo branch facility at 310 Ski Hill
Road, Breckenridge, Colorado.

COMMENT PERIOD ENDING DATE

Not Available

SECTION I] - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

APPLICATION

Daniel Biggs, Great Bend, Kansas, for prior approval
to increase ownership from 4.63 percent to 16.25
percent; Merlin Grimes, Great Bend, Kansas, to
increase ownership from 4.63 percent to 25.00
percent; ED&J, Inc., c/o David Marmie, Great Bend,
Kansas, to increase ownership from 4.63 percent to
22.00 percent; Ronald Carr, Great Bend, Kansas, to
acquire 12.5 percent; Dennis Call, Great Bend,
Kansas, to acquire 12.5 percent; R. Joe Southard,
Great Bend, Kansas, to acquire 11.75 percent of the
voting shares of First Wakeeney Agency, Inc.,
Wakeeney, Kansas.

Century Acquisition Corporation, Hurst, Texas, for
prior approval to become a bank holding company
through the acquisition of 100 percent of the voting
shares of Century Capital Financial, Inc., Kilgore,
Texas.

Pioneer Bancshares ESOP, Ponca City, Oklahoma, for
prior approval to acquire up to 45 percent of the
voting shares of Pioneer Bancshares, Inc., Ponca City,
Oklahoma.

J&L Holdings Limited Partnership, and Plainview
Holding Company, both of Pilger, Nebraska; to
acquire 100 percent of the voting shares of American
National Creighton Company, Creighton, Nebraska.

COMMENT PERIOD ENDING DATE

July 3, 1997

Not Available

July 18, 1997

July 18, 1997



Federal Reserve Bank of Chicago

Section I - ications Subject to Newspaper
Notice Only
Comment Period
Type Application Ending Date
Merger & Branch M&l Bank of Fox Valley NP - 6-19-97

Appleton, Wisconsin
5 branch offices of M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish 5 branches

Merger & Branch M&lI Bank Northeast NP - 6-25-97
Green Bay, Wisconsin
10 branch offices of M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish 10 branches

Merger M&I Bank of Eagle River NP - 6-25-97
Eagle River, Wisconsin
Eagle River, Wisconsin & Three Lakes, Wisconsin branches of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I Bank of Menomonee Falls NP - 6-19-97
Menomonee Falls, Wisconsin
Menomonee Falls, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I Bank of Shawano NP - 6-19-97
Shawano, Wisconsin
Shawano, Wisconsin branch office of
M&] Marshall & Isley Bank
Milwaukee, Wisconsin

Merger M&I Bank of South Central NP - 6-19-97
Watertown, Wisconsin
Watertown, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

Merger M&I Central State Bank NP - 6-19-97
Oshkosh, Wisconsin
Oshkosh, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin



H.2

JUNE 16, 1997 TO JUNE 20, 1997

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ENFORCEMENT

Swiss Bank Corporation, New York, New York (New York
Branch)-- written agreement dated May 20, 1997,
with the Federal Reserve Bank of New York and John
Widmer, a former officer and institution-affiliated
party of the New York branch of Swiss Bank
Corporation.

Announced, June 18, 1997.

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

ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and-

Community Affairs; FOMC -

Federal Open Market Committee; FRBO - Federal Reserve

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

for Management

BANK BRANCHES, DOMESTIC

Kansas City

Secretary

Chicago

Dallas

St. Louis

Kansas City

BancFirst, Oklahoma City, Oklahoma -- to establish a
branch inside the Wal-Mart Supercenter at 2020
South Muskogee, Tahlequah, Oklahoma.

Approved, June 18, 1997.

Bank of Utah, Ogden, Utah -- to establish a mobile
branch courier service to operate in Box Elder,
Davis, Morgan, Salt Lake, Summit, Utah, and Weber
counties, in the Salt Lake Metropolitan area of
Utah.

Approved, June 20, 1997.

First American Bank, Carpentersville, Illinois -- to
establish a branch at 33 West Monroe, Chicago,
Illinois.

Returned, June 17, 1997.

Landmark Bank Mid-Cities, Euless, Texas -- to
establish a branch at 6000 Harris Parkway, Fort
Worth, Texas.

Approved, June 20, 1997.

MidSouth Bank, Monette, Arkansas -- to establish a
branch at 3505 East Johnson Avenue, Jonesboro,
Arkansas.

Approved, June 20, 1997.

WestStar Bank, Vail, Colorado -- to establish a
branch at 310 Ski Hill Road, Breckenridge,
Colorado.

Approved, June 17, 1997.


Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

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

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

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

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

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

Financia) advisor (b)(1) &
Q)

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

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

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

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

4

New York

New York

New York

New York

New York

Sune 17, 1997

July 10, 1997

July 10, 1997

July 10, 1997

July (0, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending Fune 20,1977

FEDERAL RESERVE BANK OF ST. LOUIS

- ILABILITY OF P DISCL

Identification of Ratin:

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.

rank RSSD Name of Bank Examination | Examination|

Number Bank Address Date Rating

None

||



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/20/97
Section I - ications Subj N Jotice O
ae C Period Ending D
Santa Barbara Bank & Trust, Santa Barbara, California, Newspaper: 7/08/07

to establish a branch office at 5000 Santa Rosa Road,
Camarillo, California. *

: 7 ee .
nT EMT PES TE F Register Noti

Randall M. Proctor, Sandy, Oregon, to increase Newspaper: 7/03/97

his ownership up to 24.0 percent of CCB Financial

Corporation, Sandy, Oregon. * Fed. Reg.: 6/23/97

Eggemeyer Advisory Corp., Castle Creek Capital, L.L.C., Newspaper: Not available

Castle Creek Capital Partners Fund-I, L.P., San Diego,

California, and Western Bancorp, Laguna Niguel, California, Fed. Reg.: 7/21/97

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

None

None

* Subject to CRA.



Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Register Notice
Comment Period
3(a)(1) FBA Bancorp Inc.* FR - 6-12-97
Chicago, Illinois NP - **

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

3(a)(3) Central Illinois Bancorp, Inc.* FR - 6-26-97
Sidney, Illinois NP - 6-27-97
First Ozaukee Capital Corporation
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin

3(a)(1) Covest Bancshares, Inc.* FR - 7-7-97
Des Plaines, Illinois NP - 6-30-97
Covest Banc, N.A.
(formerly First Federal Bank for Savings)
Des Plaines, Illinois

CoC-HC Home Financial Bancorp FR - 7-9-97
Spencer, Indiana NP - **
by Leon A. Greenblatt, III and Chiplease, Inc.
CoC-HC South Holland Bancorp, Inc. FR - **
South Holland, Illinois NP - **
by Charles E. Waterman
3(a)(1) Edgar County Banc Shares, Inc.* FR - 6-30-97
Paris, Illinois NP - 7-3-97

Kansas Banc Corporation

Kansas, Illinois

Edgar County Bank and Trust Co.
Paris, Illinois



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

Ending Date
Ss NI

Applications Subject to Newspaper
Notice: I

Manufacturers and Traders Trust Company, Buffalo, New York, to

establish full service branches at the following Tops Market

Supermarkets: 355 Orchard Park Road, West Seneca, New York;

4777 Transit Road, Lancaster, New York; 6150 South Park Avenue,

Hamburg, New York; and 9660 Transit Road, Amherst, New York. 7/14/97

Summit Bank, Hackensack, New Jersey, to establish full service

branches at the following Pathmark supermarket locations:

145 Passaic Avenue, Kearney, New Jersey; 420 Grand Avenue,

Jersey City, New Jersey; 35 Lackawanna Plaza, Montclair, New Jersey;

1070 Hamburg Turnpike, Wayne, New Jersey; 25 Kinnelon Road,

Kinnelon, New Jersey; 130 White Horse Pike, Lawnside, New Jersey;

and 1450 Clements Bridge Road, Deptford, New Jersey. 7/09/97
SECTION It

Applications Subject to Both
Newspaper deral Register Noti

None.

SECTION II
Nonbanking Applications

(subject to Federal Register Notice Only )

None.

SECTION IV

Applications Not Involving
ubli

None.


Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Security Bancshares,
Inc.,
Scott City, KS

Security State
Corporation,
Centralia, WA

Simmons First National
Corporation,
Pine Bluff, AR

State Bank of Hawley
Employee Stock
Ownership Plan and
Trust,

Hawley, MN

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

Services, Inc., St. Cloud,
MN

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

Swiss Bank
Corporation, Basel,
Switzerland

Intra Financial Corp., and 3
Exchange Bank of Clyde,
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

Kansas City

Security State Bank, 3 San Francisco

Centralia, WA.

First Bank of Arkansas, 3 St. Louis
Russellville, AR, and
First Bank of Arkansas,

Searcy, AR

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

State Bank of Hawley,

Hawley, MN

Minneapolis

Arizona Community Bank 3
of Scottsdale,
Scottsdale, AZ

Minneapolis

Northeastern Wyoming CIBC
Bank Corporation,

Newcastle, WY, and

First State Bank of

Newcastle,

Newcastle, WY

Kansas City

Dillon, Read Holding, Inc., 4
New York, NY, investment
advisory lending (b)(6);

futures commission

merchant (b)(7); brokerage
activities (b)(7);

underwriting

New York

June 20, 1997

June 9, 1997

June 27, 1997

June 27, 1997

June 6, 1997

June 17, 1997

June 27, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

CoreStates Financial
Corp., Philadelphia, PA

Corley, John William,
(ly

Monticello, IL
CONTINUED

Corley, John William,
(2)

Monticelli, IL
CONTINUED

CoVest Bancshares,
Inc.,
Des Plaines, IL

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

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

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

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

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

First State Bank of Atwood,
Atwood, IL.

CoVest Banc, N.A.
(formerly known as First
Federal Bank for Savings),
Des Plaines, IL.

Morris County Bankshares,
Incorporated,

Naples, TX;

Morris County National
Bank,

Naples, TX

CSF Acquisition Corp.,
Jackson,

MS; CitiSave Financial
Corporation, Baton

Rouge, LA; Citizens
Savings Association, F.A.,
Baton Rouge, LA operating
a savings association (b)(4)

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

4

CIBC

CIBC

CIBC

Philadelphia

Chicago

Chicago

Chicago

Dallas

Atlanta

New York

End of comment period

June 27, 1997

May 16, 1997

May 16, 1997

July 3, 1997

April 30, 1997

July 3, 1997

May 12, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Ewen Bancshares, Inc.,
Ewen, MI

Exchange Bankshares
Corporation of Kansas,
Atchison, KS.

F & M Bancorporation,
Inc., Kaukauna, WI,
and F & M Merger
Corporation, Kaukauna,
WI

F & M Bancorporation,
Inc., Kaukauna, WI,
and F & M Merger
Corporation, Kaukauna,
WI

CORRECTION

Fannin Bancorp, Inc.,
Employee Stock
Ownership Plan

and Trust,

Windom, TX

FBA Bancorp, Inc.,
Chicago, IL

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

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

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

State Bank of Ewen, 3
Ewen, MI

The Farmers and Merchants 3
State Bank,
Effingham, KS.

Clear Lake Bancorp, Inc., 3
Clear Lake, WI, and

Landmark Bank, Clear

Lake, WI

Clear Lake Bancorp, Inc., 3
Clear Lake, WI, and
Landmark Bank, Clear

Lake, WI

Fannin Bancorp, Inc., 3
Windom, TX, and

Fannin Bank,

Windom, TX

Interim First Bank, S.B., 3
Chicago, IL, a de

novo bank,

First Bank of the Americas,

SSB,

Chicago, IL

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

National

Bank of Stigler, Stigler, OK

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

Farmers and Merchants

State Bank,

Ladonia, TX

Minneapolis

Kansas City

Chicago

Chicago

Dallas

Chicago

Kansas City

Dallas

June 26, 1997

May 2, 1997

July 3, 1997

July 3, 1997

June 12, 1997

June 12, 1997

July 2, 1997

June 18, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

iE : iT ICE

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 20, 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