Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 14

Week Ending April 3, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 28, 1999 to April 3, 1999

Bank Holding Companies

ANB Corporation, Muncie, Indiana -- to acquire Farmers State Bancorp, Union 

City, Ohio, and The Farmers State Bank of Union City.

- Approved, April 1, 1999 

Banco Santander, S.A., Madrid, Spain -- to acquire BCH-USA, New York, New 

York.

- Approved, April 1, 1999 

C-B-G, Inc., Wilton, Iowa -- to acquire Peoples National Corporation, Columbus 

Junction, Iowa, and Community Bank, Muscatine.

- Approved, March 29, 1999 

Banks, Foreign

Paribas, Paris, France -- to establish a representative office in Atlanta, Georgia.

- Approved, April 1, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
March 28, 1999 to April 3, 1999

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Arizona Bank, Tucson, Arizona -- to establish a branch at 2727 N. Power Road, 

Mesa, Arizona.

- Approved, March 31, 1999 

Secretary

Bank of Belen, Belen, New Mexico -- to establish a branch at 394 Rio Communities 

Boulevard.

- Approved, March 30, 1999 

Kansas City

Bank of Rogers, Rogers, Arkansas -- to establish a branch at 319 N. Bloomington, 

Lowell, Arkansas.

- Approved, March 29, 1999 

St. Louis

Compass Bank, Birmingham, Alabama -- to establish a branch at 3633 Bee Cave 

Road, Austin, Texas.

- Approved, March 26, 1999 (AC)

Secretary

F&M Bank-Winchester, Winchester, Virginia -- to establish a branch at 432 South 

Street, Front Royal, Virginia.

- Approved, April 2, 1999 

Richmond

Northwestern Bank, Chippewa Falls, Wisconsin -- to establish a branch at 803 East 

Murray Street, Boyd, Wisconsin.

- Approved, March 30, 1999 

Minneapolis

State Bank of Dixon, Dixon, Missouri -- to establish a branch at 434 Highway Y, St. 

Robert, Missouri.

- Approved, March 30, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 1 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Bank Holding Companies

1st Constitution Bancorp, Cranbury, New Jersey -- to acquire 1st Constitution Bank.

- Approved, March 26, 1999 (AC)

New York

Commerzbank AG, Frankfurt am Main, Federal Republic of Germany -- request for 

limited relief from a commitment in connection with its notices to engage in futures 

commission merchant, securities brokerage, and other nonbanking activities.

- Granted, March 30, 1999 

Director, BS&R

Community State Bancshares, Inc., Wichita, Kansas -- to acquire Community Bank 

of Wichita, Inc.

- Approved, March 31, 1999 

Kansas City

Consolidated Equity Corporation, Purcell, Oklahoma -- to engage in community 

development activities through Heart of Oklahoma Community Development 

Corporation.

- Approved, March 30, 1999 

Kansas City

First Norton Corporation, Norton, Kansas -- waiver of application to acquire Lenora 

Bancshares, Inc., Lenora, Kansas, and Exchange Bank of Lenora.

- Granted, February 8, 1999 (AC)

Kansas City

FJSB Bancshares, Ft. Jennings, Ohio; Pandora Bancshares, Pandora; Diamond 

Bancshares, Antwerp; United Bancshares, Columbus Grove; and Sherwood Banc 

Corp., Sherwood -- to engage in permissable nonbanking activities through 

Northwest Financial Services, LLC.

- Approved, January 11, 1999 (AC)

Cleveland

Habersham Bancorp, Cornelia, Georgia -- to acquire shares of CB Financial Corp., 

Warrenton, Georgia, and Citizens Bank.

- Approved, April 2, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Bank Holding Companies

Independence Bancorp, New Albany, Indiana -- to acquire Crawford Financial 

Corporation, Indianapolis, Indiana, and Marengo State Bank, Marengo.

- Approved, April 2, 1999 

St. Louis

Lubbock National Bancshares, Inc., Lubbock, Texas -- to acquire Commerce 

Southwest Mortgage, L.L.C. and engage in mortgage lending and brokerage 

activities.

- Approved, March 31, 1999 

Dallas

McClain County Bancorporation, Purcell, Oklahoma -- to engage in community 

development activities through Heart of Oklahoma Community Development 

Corporation.

- Approved, March 30, 1999 

Kansas City

Mellon Bank Corporation, Pittsburgh, Pennsylvania -- to engage, through Mellon 

Financial Markets, Inc., in certain nonbanking activities.

- Approved, January 22, 1999 (AC)

Cleveland

NBC Capital Corporation, Starkville, Mississippi -- to acquire, through merger, 

FFBS Bancorp, Inc., Columbus, Mississippi.

- Withdrawn, March 30, 1999 

St. Louis

Northfield Bancshares, Inc., Northfield, Minnesota -- to acquire RCB Holding 

Company, Roseville, Minnesota.

- Approved, March 30, 1999 

Minneapolis

Reliance Bancshares, Inc., Des Peres, Missouri -- to acquire Reliance Bank.

- Approved, April 1, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Bank Holding Companies

Standard Chartered PLC, London, England -- to acquire, through Standard 

Chartered Bank, certain trade finance and dollar clearing businesses of UBS AG, 

Basle, Switzerland.

- Approved, April 1, 1999 

New York

Stockgrowers Banc Corporation, Ashland, Kansas -- to acquire Howell Insurance 

Agency of Ashland and engage in general insurance activities in a town with a 

population of less than 5000.

- Approved, March 29, 1999 

Kansas City

Union Financial Group, Ltd., Swansea, Illinois -- to acquire Union Bank of Illinois.

- Withdrawn, March 31, 1999 

St. Louis

Wells Fargo & Company, San Francisco, California -- to acquire shares of 

PaymentNet, Inc., Pleasanton, California, through Norwest Services, Inc., 

Minneapolis, Minnesota, and engage in check guarantee and data transmission 

activities.

- Approved, March 29, 1999 

San Francisco

Wells Fargo & Company, San Francisco, California, and Norwest Insurance, Inc., 

West Des Moines, Iowa -- to engage, through ATI Title Agency of Ohio, Inc., 

Cleveland, Ohio, in title insurance agency, escrow, and other real estate closing 

activities.

- Approved, March 30, 1999 

San Francisco

Westamerica Bank, San Rafael, California -- payment of a dividend.

- Approved, January 14, 1999 (AC)

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Bank Mergers

Premier Bank, Lenexa, Kansas -- to merge with Bank of Craig, Craig, Missouri, and 

establish a branch.

- Approved, March 30, 1999 

Kansas City

Banks, Foreign

Bank Sinopac, Taipei, Taiwan -- to establish a state-licensed branch in Los Angeles, 

California.

- Approved, April 1, 1999 

San Francisco

Banks, Nonmember, And Miscellaneous Institutions

Allied Capital Commercial Corporation, Washington, DC, Allied Capital Corporation 

II, and Allied Capital Corporation -- deregistration under Regulation U.

- Approved, April 2, 1999 

Richmond

Banks, State Member

Northwestern Bank, Chippewa Falls, Wisconsin -- to purchase certain assets and 

assume liabilities of the Boyd, Wisconsin, branch of M&I Community State Bank, 

Eau Claire.

- Approved, March 30, 1999 

Minneapolis

Union Bank of Illinois, Swansea, Illinois -- to purchase certain assets and assume 

certain liabilities of the New Athens, Illinois, branch of Mercantile Bank, N.A., St. 

Louis, Missouri.

- Withdrawn, March 31, 1999 

St. Louis

Union Bank of Illinois, Swansea, Illinois -- to purchase certain assets and assume 

certain liabilities of Union Bank, N.A., Ellisville, Missouri.

- Withdrawn, March 31, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 5 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Change In Bank Control

American Bancshares - Red River, Inc., Coushatta, Louisiana -- change in bank 

control.

- Permitted, March 31, 1999 

Dallas

Evans Bancshares, Inc., Evansdale, Iowa -- change in bank control.

- Permitted, April 1, 1999 

Chicago

First Midwest Financial, Inc., Storm Lake, Iowa -- change in bank control.

- Permitted, March 29, 1999 

Chicago

P.C.B. Bancorp, Inc., Largo, Florida -- change in bank control.

- Permitted, March 29, 1999 

Atlanta

Peoples Holding Corp., Winfield, Iowa -- change in bank control.

- Permitted, April 1, 1999 

Chicago

Competitive Factors Reports

American National Bank of Texas, Terrell, Texas -- report on competitive factors of 

the proposed merger with Bank of Van Zandt, Canton, Texas.

- Submitted, April 1, 1999 

Dallas

Community National Bank, Northfield, Minnesota -- report on competitive factors of 

the proposed merger with Roseville Community Bank, N.A., Roseville, Minnesota.

- Submitted, March 30, 1999 

Minneapolis

First Bank of San Luis Obispo, San Luis Obispo, California -- report on competitive 

factors of the proposed merger with First Merger Corporation.

- Submitted, March 31, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 6 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Competitive Factors Reports

Frost National Bank, San Antonio, Texas -- report on competitive factors of the 

proposed merger with Bank of Commerce, Fort Worth, Texas.

- Submitted, March 30, 1999 

Dallas

National City Bank, Cleveland, Ohio -- report on competitive factors of the proposed 

merger with National City Interim Trust Company, West Palm Beach, Florida.

- Submitted, March 30, 1999 

Cleveland

National City Interim Trust Company, West Palm Beach, Florida -- report on 

competitive factors of the proposed merger with National City Trust Company.

- Submitted, March 30, 1999 

Cleveland

New Albank, Albany, New York -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of Albank Commercial.

- Submitted, March 29, 1999 

New York

Northrim Bank, Anchorage, Alaska -- report on competitive factors of the proposed 

purchase of eight branches of Bank of America, National Trust and Savings 

Association, San Francisco, California.

- Submitted, March 30, 1999 

Secretary

Norwest Bank Wyoming, N.A., Casper, Wyoming -- report on competitive factors of 

the proposed merger with Riverton State Bank, Riverton, Wyoming, and Dubois 

National Bank, Dubois.

- Submitted, March 29, 1999 

San Francisco

Stockmans Bank, Elk Grove, California -- report on competitive factors of the 

proposed merger with SFG Merger Company.

- Submitted, April 1, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 7 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Competitive Factors Reports

Valley Bank, San Marino, California -- report on competitive factors of the proposed 

merger with Interim Valley Bank.

- Submitted, March 31, 1999 

San Francisco

Winton Savings and Loan Co., Cincinnati, Ohio -- report on competitive factors of 

the proposed acquisition and merger with BenchMark Federal Savings Bank.

- Submitted, March 30, 1999 

Cleveland

Zions First National Bank, N.A., Salt Lake City, Utah -- report on competitive 

factors of the proposed merger with Zions Mortgage Company.

- Submitted, April 1, 1999 

Secretary

Extensions Of Time

Bank of New York, New York, New York -- extension to January 5, 2000, to 

establish a branch in Shanghai, People's Republic of China.

- Granted, February 10, 1999 (AC)

New York

Chambers Bancshares, Inc., Danville, Arkansas, and Community Investment, Inc., 

Elkins, Arkansas -- extension to July 14, 1999, to acquire Northwest Community 

Bancshares, Inc., Fayetteville, Arkansas, and Community Bank, F.S.B.

- Granted, April 2, 1999 

St. Louis

First Tennessee National Corporation, Memphis, Tennessee -- extension to October 

15, 1999, to organize First Horizon, FSB, Bristol, Virginia.

- Granted, March 30, 1999 

St. Louis

Founders Bancshares, Inc., Dallas, Texas -- extension to July 14, 1999, to acquire 

Skillman Bancshares, Inc., Dover, Delaware, and Founders National Bank - 

Skillman, Dallas.

- Granted, April 1, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 8 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Extensions Of Time

Machias Bancorp, MHC, Machias, Maine, and Machias Bancorp, Inc. -- extension to 

April 30, 1999, to become a mutual bank holding company and a bank holding 

company, respectively, through the reorganization of Machias Savings Bank.

- Granted, March 30, 1999 

Boston

Machias Bancorp, MHC, Machias, Maine; Machias Bancorp, Inc.; and MSB 

Leasing, Inc. -- extension to April 30, 1999, to engage in management consulting 

services through the acquisition of an interest in M&M Consulting, LLC, Bangor, 

Maine.

- Granted, March 30, 1999 

Boston

Marlborough Bancorp, Marlborough, Massachusetts -- extension to July 7, 1999, to 

become a mutual bank holding company through the reorganization of Marlborough 

Co-operative Bank.

- Granted, March 31, 1999 

Boston

Skillman Bancshares, Inc., Dover, Delaware -- extension to July 14, 1999, to acquire 

Founders National Bank - Skillman, Dallas, Texas.

- Granted, April 1, 1999 

Dallas

Societe Generale, Paris, France -- extension to June 30, 1999, to fulfill its 

commitment to cease acting as a distributor of shares of certain open-end investment 

companies.

- Granted, March 31, 1999 

Director, BS&R

U.S. Bancorp, Minneapolis, Minnesota -- extension to January 24, 2000, to divest 

certain real estate investments and dispose of certain nonbank subsidiaries.

- Granted, March 29, 1999 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 9 of 10
H.2 Actions under delegated authority March 28, 1999 to April 3, 1999

Membership

Bank of Commerce, Catoosa, Oklahoma -- to become a member of the Federal 

Reserve System.

- Approved, February 5, 1999 (AC)

Kansas City

Maquoketa State Bank, Maquoketa, Iowa -- to become a member of the Federal 

Reserve System.

- Approved, March 26, 1999 (AC)

Secretary

Union Bank of Illinois, Swansea, Illinois -- to become a member of the Federal 

Reserve System.

- Withdrawn, March 31, 1999 

St. Louis

Regulations And Policies

Regulation M -- revisions of the official staff commentary to provide guidance on 

disclosure for lease advertisements, multiple-item leases, renegotiations and 

extensions, and estimates of official fees and taxes (Docket No. R-1028).

- Approved, March 30, 1999 

Director, C&CA

Regulation Z -- revisions of the official staff commentary to address the issuance of 

unsolicited credit cards, credit sales involving trade-ins, and payment schedules that 

include private mortgage insurance (Docket No. R-1029).

- Approved, March 30, 1999 

Director, C&CA

(AC) = Addition or Correction Delegated - Page 10 of 10
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

4(c)(8) Passumpsic Bancorp, St. Johnsbury, Vermont - notification of

acquisition of Passumpsic Bank, FSB, Littleton, New

Hampshire, a de novo thrift

Newspaper - 04/30/1999

Fed Reg - 05/03/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Moscow Narodny Bank, London, England, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Caixa Geral de Depositos, Lisbon, Portugal, to establish a

branch in New York, New York.

Newspaper – N/Avail

FBSEA Kookmin Bank, Seoul, Korea, to establish a branch office in

New York, New York.

Newspaper – 04/05/1999

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Barclays PLC, Barclays Bank PLC, both of London, England,

Bayerische Hypo-und Vereinsbank AG, Munich, Germany, and

Deutsche Bank AG, Frankfurt, Germany, through their affiliates,

to establish and operate, through Global Trust Organization,

LLC, in global interoperable network of participating financial

institutions that will operate as certification authorities.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3a3 Sterling Financial Corporation, Lancaster, PA, to acquire

The First National Bank of North East, North East, MD.

Newspaper - N/Avail

Fed Reg - N/Avail

3a5 Sterling Financial Corporation, Lancaster, PA, to acquire

Northeast Bancorp, Inc., North East, MD.

Newspaper - N/Avail

Fed Reg - N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

551315 Wilmington Trust of PA 09/21/1998 04/05/1999 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Received application from Minster Bank, Minster, OH on

03/31/1999 to merge with MSB Interim Bank, Minster, OH.*

04/29/1999

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

Type Application

Ending date of

comment period

3(a)(1) Received application from Minster Financial Corp., Minster, OH

on 03/29/1999 to acquire Minster Bank, Minster, OH.*

Fed Reg – 04/29/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Guaranty Bank, Charlottesville, Virginia, to establish branches

at the intersection of Park Terrace Drive and Lauderdale Drive,

Richmond, Virginia, and at the intersection of U.S. Route 29

and Worth Crossing , Charlottesville, Virginia.*

Newspaper – 04/16/1999

Branch F & M Bank-Northern Virginia, Fairfax, Virginia, to establish

a branch at 4736 Lee Highway, Arlington, Virginia.*

Newspaper – 04/21//1999

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Foreign First Union Corporation, Charlotte, North Carolina, to invest

$53.8 million in its wholly owned subsidiary, The Money Store

Holdings, Ltd., London, England
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

163923 F&M Bank-Northern Virginia

4117 Chain Bridge Road

Fairfax, Virginia 22030-1087

11/30/1998 04/03/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First South Bank, Boca Raton, Florida, to establish a branch

located at 801 U.S. Highway One, North Palm Beach, Florida, to

be known as the North Lake Branch.

04/10/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Citizens Bancshares of Southwest Florida, Naples, Florida, to

become a bank holding company by acquiring Citizens National

Bank of Southwest Florida, Naples, Florida (in organization).

N/Avail*

3(a)(1) Manufacturers Bankshares, Inc., Tampa, Florida, to become a

bank holding company by acquiring Manufacturers Bank of

Florida, Tampa, Florida.

N/Avail*

CIC Southern Security Bank Corporation, Boca Raton, Florida, prior

notification by Mr. Michael E. Golden and Mr. Steven D.

Schwartz to acquire 32.56 and 13.99 percent, respectively of

Southern Security Bank Corporation, and indirect acquisition of

Southern Security Bank, both of Hollywood, Florida.

N/Avail*

4(c)(8) Trustmark Corporation, Jackson, Mississippi, to acquire

Trustmark Bankcard, National Association, Columbus, Georgia

(in organization), and thereby engage in making, acquiring,

brokering, or servicing loans or other extensions of credit.

N/Avail*

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

Type Application

Ending date of

comment period

4(c)(8) Southern Security Bank Corporation, Hollywood, Florida, to

acquire First Colonial Securities Group, Inc., Boca Raton,

Florida, and thereby engage in providing financial and

investment advisory activities; agency transactional services for

customer investments; and investment transactions as principal.

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First Community Bank

Harbor Springs, Michigan

 1116 E. State Street

 Cheboygan, Michigan

Newspaper – 4/8/1999

Branch M&I Bank of Menomonee Falls

Menomonee Falls, Wisconsin

 N64 W25050 Prospect Circle

 Sussex, Wisconsin

Newspaper – 4/22/1999

Newspaper - Newspaper Comment Period Ending Date

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

Type Application

Ending date of

comment period

3(a)(1) Iowa Community Bancorp, Inc.*

Creston, Iowa

 Union-Adams Bancorp

 Creston, Iowa

 Iowa State Savings Bank

 Creston, Iowa

Fed Reg – 4/16/1999

Newspaper – 4/16/1999

3(a)(1) Van Orin Bancorp, Inc.*

Van Orin, Illinois

 First State Bank of Van Orin

 Van Orin, Illinois

Fed Reg – 4/29/1999

Newspaper – N/Avail

3(a)(3) F & M Bancorporation, Inc.*

Kaukauna, Wisconsin

 CBE, Inc.

 Elkhorn, Wisconsin

 Community Bank of Elkhorn

 Elkhorn, Wisconsin

Fed Reg – 4/16/1999

Newspaper – 4/12/1999

3(a)(3) F & M Merger Corporation*

Kaukauna, Wisconsin

 CBE, Inc.

 Elkhorn, Wisconsin

 Community Bank of Elkhorn

 Elkhorn, Wisconsin

Fed Reg – 4/16/1999

Newspaper – 4/12/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) Decatur Corporation*

Leon, Iowa

 Spectrum Bancorporation, Inc.

 Omaha, Nebraska

 Rushmore Financial Services, Inc.

 Omaha, Nebraska

 Rushmore Bank & Trust Company

 Rapid City, South Dakota

 F&M Bank

 Watertown, South Dakota

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Decatur Corporation

Leon, Iowa

 By Esther Hamann Brabec

Fed Reg – 3/1/1999

Newspaper – 4/17/1999

CIC Fairmount Bancorp, Inc.

Fairmont, Illinois

 By James V. Antonacci, Richard K. McCord, Charles E.

 Robbins & Richard H. Levi

Fed Reg – 4/19/1999

Newspaper – N/Avail

4(c)(8) Republic Bancorp, Inc.

Ann Arbor, Michigan

 D&N Financial Corporation

 Hancock, Michigan

 D&N Bank

 Hancock, Michigan

 D&N Capital Corporation

 Hancock, Michigan

 D&N Mortgage Corporation

 Hancock, Michigan

Fed Reg – 4/26/1999

Newspaper – 4/21/1999

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Bank of Montreal

Toronto, Canada

 To engage in investing and trading activities and buying

 and selling bullion and related activities through Nesbitt

 Burns Securities, Inc.

Fed Reg -4/19/1999

4(c)(8) Bankmont Financial Corp.

Chicago, Illinois

 To engage in investing and trading activities and buying

 and selling bullion and related activities through Nesbitt

 Burns Securities, Inc.

Fed Reg – 4/19/1999
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) ABN AMRO Bank N.V.

Amsterdam, The Netherlands

 Global Trust Organization, LLC

Fed Reg – N/Avail

4(c)(8) ABN AMRO Holdings N.V.

Amsterdam, The Netherlands

 Global Trust Organization, LLC

Fed Reg – N/Avail

4(c)(8) Stichting Administratiekantoor ABN AMRO Holding

Amsterdam, The Netherlands

 Global Trust Organization, LLC

Fed Reg – N/Availl

4(c)(8) Stichting Prioriteit ABN AMRO Holding

Amsterdam, The Netherlands

 Global Trust Organization, LLC

Fed Reg – N/ Availl

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

297734 Peoples State Bank

1 Jefferson

Mansfield, Illinois 61854

(217) 489-2271

9/17/1998 4/2/1999 S x

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch Central Savings Bank, Sault Ste. Marie, Michigan, to purchase

the assets and assume the liabilities of the Rudyard, Michigan

and Cedarville, Michigan branches of North Country Bank &

Trust, Manistique, Michigan and incident thereto establish two

branches.*

05/02/1999

18(c) & Branch Central Savings Bank, Sault Ste. Marie, Michigan to purchase

the assets and assume the liabilities of two Sault St. Marie,

Michigan branches, one Kinross, Michigan branch, and one

Pickford, Michigan branch of The Huntington National Bank,

Columbus, Ohio and incident thereto establish four branches.

05/02/1999

* Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(1) Ideal Bancshares, Inc., West Fargo, North Dakota, for prior

approval to become a bank holding company through its

acquisition of 100% of the voting shares of First State Bank of

Goodrich, Goodrich, North Dakota.*

Fed Reg - 04/16/1999

* Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank in Boulder, Boulder, Colorado, to establish an additional

branch at 100th and Wadsworth Boulevard, Westminster,

Colorado.

Newspaper – 04/20/1999

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

Type Application

Ending date of

comment period

CIC Michael Stevens and Kimberly Stevens, both of Sublette,

Kansas, to acquire voting shares of Santa Fe Trail Bancshares,

Inc., Sublette, Kansas; and thereby indirectly acquire Centera

Bank, Sublette, Kansas.

Newspaper – N/Avail

Fed Reg – 04/22/1999

CIC Cathey Grissom Bolding, Nancy Grissom Wilson, both of

Oklahoma City, Oklahoma, and Robert Randal Grissom,

Ardmore, Oklahoma, to acquire voting shares of Lincoln

Financial Corporation, Ardmore, Oklahoma; and thereby

indirectly acquire Lincoln Bank & Trust Company, Ardmore,

Oklahoma.

Newspaper – N/Avail

Fed Reg – 04/22/1999

CIC Rodger L. Van Loenen, Prairie View, Kansas, to acquire voting

shares of Phillips Holdings, Inc., Phillipsburg, Kansas; and

thereby indirectly acquire Farmers State Bank, Phillipsburg,

Kansas.

Newspaper – N/Avail

Fed Reg – 04/22/1999

3(a)(3) Central Financial Corporation, Hutchinson, Kansas, to acquire

10 percent of the voting shares of Mid-America Bancorp, Inc.,

Jewell, Kansas; and thereby indirectly acquire Heartland Bank,

N.A., Jewell, Kansas.

Newspaper – N/Avail

Fed Reg – 05/03/1999

3(a)(3) BOK Financial Corporation, Tulsa, Oklahoma, to acquire 100

percent of the voting shares of Mid-Cities Bancshares, Inc.,

Hurst, Texas; and thereby indirectly acquire Mid-Cities National

Bank, Hurst, Texas.

Newspaper – N/Avail

Fed Reg – 04/26/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) BOK Financial Corporation, Tulsa, Oklahoma, to acquire 100

percent of the voting shares of Chaparral Bancshares, Inc.,

Richardson, Texas; Chaparral Bancshares of Delaware, Dover,

Delaware; Van Alstyne Financial Corporation, Van Alystne,

Texas; and thereby indirectly acquire Canyon Creek National

Bank, Richardson, Texas, and First National Bank, Van Alystne,

Texas.

Newspaper – N/Avail

Fed Reg – 04/23/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(1) SJN Banc Co., St. John, Kansas, to acquire 100 percent of the

voting shares of St. John National Bank, St. John, Kansas.

4(c)(8) Guaranty, Inc., Beloit, Kansas, to invest in a community

development corporation, Beloit Development, L.P. Beloit,

Kansas, and thereby indirectly engage in community

development activities.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Phillip G. Newsom, Ennis, TX, only notificant, to acquire

an interest in Palmer Bancshares, Inc., Palmer, TX

Fed Reg – 04/21/1999

Newspaper – N/Avail

3(a)(5) Sterling Bancshares, Inc., Houston, TX, and

Sterling Bancorporation, Inc., Wilmington, DE, to acquire

B.O.A. Bancshares, Inc., Houston, TX, and

Houston Commerce Bank, Houston, Texas*

Fed Reg – 05/03/1999

Newspaper – 04/30/1999

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, April 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Member Cerritos Valley Bank, Norwalk, CA, to become a member of the

Federal Reserve System. *

Newspaper – 04/25/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wells Fargo & Company, San Francisco, California, together

with Norwest Mortgage, Inc., and Norwest Ventures, LLC, both

of Des Moines, Iowa, to engage in a joint venture through the

sale of 50 percent of New England Home Loans, LLC, Hamden,

Connecticut, to Beazley Mortgage, LLC, New Haven,

Connecticut.

Fed Reg – 04/23/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Member County Bank, Merced, California, to become a member of the

Federal Reserve System.

Member Sun Country Bank, Victorville, California, to become a member

of the Federal Reserve System.

Waiver Bank of Idaho Holding Company, Idaho Falls, Idaho, requests a

waiver of any Bank Holding Company Act application

requirement in connection with its proposed acquisition of Eagle

Rock Savings Bank, Kennewick, Washington, and the

subsequent merger of Eagle Rock Savings Bank with and into

Bank of Eastern Idaho, Idaho Falls, Idaho.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

777366 Bank of the Orient

233 Sansome Street

San Francisco, CA 94126

(415) 338-0668

11/30/1998 04/02/1999 S X

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

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

for errors or omissions.
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None