Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 24

Week Ending June 12, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 6, 1999 to June 12, 1999

Bank Holding Companies

First Union Corporation, Charlotte, North Carolina -- request for an exemption from 

section 23A of the Federal Reserve Act to facilitate First Union's contribution of 

stock in a nonbank subsidiary to an affiliated national bank.

- Approved, June 11, 1999 

Banks, Foreign

Caisse Nationale de Credit Agricole, Paris, France; Paribas, Paris; and Commerzbank 

AG, Frankfurt, Germany -- request for an exemption under section 4(c)(9) to hold 

interests in Credit Lyonnais S.A., Paris.

- Approved, June 11, 1999 

Competitive Factors Reports

The Washington Trust Company of Westerly, Westerly, Rhode Island -- report on 

competitive factors of the proposed merger with PierBank, Narragansett.

- Submitted, June 3, 1999 (AC)

General Accounting Office

General Accounting Office -- response to GAO report entitled "Electronic Banking: 

Enhanced Federal Oversight of Internet Banking Activities."

- Approved, June 4, 1999 (AC)

(AC) = Addition or Correction Board - Page 1 of 1
June 6, 1999 to June 12, 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

Centura Bank, Rocky Mount, North Carolina -- to establish a branch at 17505 West 

Catawba Avenue, Suite 100, Cornelius.

- Approved, June 9, 1999 

Secretary

Civitas Bank, St. Joseph, Michigan -- to establish branches at 415 Lincoln Avenue, 

Evansville, Indiana; 4141 Office Plaza Boulevard, Indianapolis; and 540 Green 

Meadows Drive, Greenfield.

- Approved, June 11, 1999 

Chicago

Compass Bank, Birmingham, Alabama -- to establish branches at 400 University 

Park Drive, Homewood, Alabama, and 8715 Village Drive, San Antonio, Texas.

- Approved, June 9, 1999 

Secretary

English State Bank, English, Indiana -- to establish a branch at State Roads 64 and 

66, Milltown.

- Approved, June 11, 1999 

St. Louis

Irwin Union Bank and Trust Company, Columbus, Indiana -- to establish a branch at 

555 West Crosstown Parkway, Suite 100, Kalamazoo, Michigan.

- Approved, June 10, 1999 

Chicago

Wesbanco Bank Wheeling, Wheeling, West Virginia -- to establish limited service 

branches at 301 Adams Street, Fairmont; 344 High Street, Morgantown; 140 West 

Main Street, Clarksburg; 415 Market Street, Parkersburg; and 300 Tennessee 

Avenue, Charlestown.

- Approved, June 11, 1999 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Bank Holding Companies

The Banc Corporation, Birmingham, Alabama -- to merge with C&L Banking 

Corporation, Bristol, Florida, and thereby acquire its subsidiary, C&L Bank of 

Bristol, and to acquire C&L Bank of Blountstown, Blountstown.

- Approved, June 7, 1999 

Atlanta

BancTenn Corporation, Kingsport, Tennessee -- to acquire common stock of 

Independence Bank, Kernersville, North Carolina.

- Approved, June 9, 1999 

Secretary

BT Financial Corporation, Johnstown, Pennsylvania -- to acquire First Philson 

Corporation, Berlin, and thereby acquire its subsidiary, First Philson Bank.

- Approved, June 10, 1999 

Philadelphia

Chemical Bank Bay Area, Bay City, Michigan -- to acquire the Linwood and 

Standish, Michigan, branches of National City Bank, Michigan/Illinois, Bannockburn, 

Illinois, and establish branches.

- Approved, June 9, 1999 

Chicago

Cherokee Banking Company, Canton, Georgia -- to become a bank holding company 

through the acquisition of Cherokee Bank, N.A., a de novo bank.

- Approved, June 10, 1999 

Atlanta

Commonwealth Bancshares, Inc., Shelbyville, Kentucky -- to acquire shares of First 

Security Bank, F.S.B, Florence, a de novo bank.

- Approved, June 8, 1999 

St. Louis

Community Financial Group, Inc., Nashville, Tennessee -- to acquire through its 

subsidiary, The Bank of Nashville, shares of Machinery Leasing Company of North 

America, Inc., a de novo joint venture, and thereby engage in leasing activities.

- Approved, June 8, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Bank Holding Companies

Delta Bancshares of Louisiana, Inc., Oak Grove, Louisiana -- to become a bank 

holding company through the acquisition of West Carroll Community Bank, Oak 

Grove, Louisiana, and to acquire, through merger, Delta Bancshares, Inc., Eudora, 

Arkansas, and thereby acquire The Eudora Bank.

- Approved, June 9, 1999 

St. Louis

East Alabama Financial Group, Inc., Wedowee, Alabama -- to become a bank 

holding company through the acquisition of Small Town Bank.

- Approved, June 9, 1999 

Atlanta

First Louisiana Bancshares, Inc., Shreveport, Louisiana -- to become a bank holding 

company through the acquisition of First Louisiana Bank.

- Approved, June 7, 1999 

Dallas

First Premier Financial Corporation, St. Louis, Missouri -- to become a bank holding 

company through the acquisition of Premier Bancshares, Inc., Jefferson City.

- Approved, June 11, 1999 

St. Louis

J.P. Morgan & Co., Incorporated, New York, New York -- to acquire through its 

subsidiary, J.P. Morgan Capital Corporation, in a joint venture with other investors, 

shares of PeopleFirst.com Inc., San Diego, California, and thereby engage in 

extending credit and servicing loans and activities related to extending credit.

- Approved, June 11, 1999 

New York

Kircher Bank Shares, Inc., Olivia, Minnesota -- to become a bank holding company 

through the acquisition of Citizens State Bank of Olivia.

- Approved, June 11, 1999 

Minneapolis

Manufacturers Bancshares, Inc., Tampa, Florida -- to become a bank holding 

company through the acquisition of Manufacturers Bank.

- Approved, June 8, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Bank Holding Companies

Republic Bancorp, Inc., Ann Arbor, Michigan -- to convert D&N Bank, Hancock, to 

a state-chartered savings bank.

- Approved, June 9, 1999 

Chicago

Strategic Capital Bancorp, Inc., Champaign, Illinois -- to become a bank holding 

company through the acquisition of Strategic Capital Bank, a de novo bank.

- Approved, June 10, 1999 

Chicago

Bank Mergers

First Leesport Bancorp, Inc., Leesport, Pennsylvania -- to merge with Merchants of 

Shenandoah Ban-corp, Shenandoah, and thereby acquire its subsidiary, Merchants 

Bank of Pennsylvania.

- Approved, June 8, 1999 

Philadelphia

Banks, Nonmember, And Miscellaneous Institutions

Capital Federal Financial, Topeka, Kansas -- for registration as an ESOP lender 

under Regulation U.

- Approved, June 8, 1999 

Kansas City

Banks, State Member

State Bank, Palmer, Nebraska -- to declare a dividend.

- Approved, June 10, 1999 

Kansas City

Change In Bank Control

Manufacturers Bancshares, Inc., Tampa, Florida -- change in bank control notices.

- Permitted, June 8, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Competitive Factors Reports

AmTrade International Bank of Florida, Miami, Florida -- report on competitive 

factors of a proposal to convert from a noninusured Florida agreement corporation 

to a Florida branch of AmTrade International Bank of Georgia, Atlanta, Georgia.

- Submitted, June 9, 1999 

Atlanta

The Bank of Franklin, Franklin, Virginia -- report on competitive factors of the 

proposed merger with The Bank of Sussex and Surry, Wakefield.

- Submitted, June 10, 1999 

Richmond

The Fidelity Bank, Fuquay-Varina, North Carolina -- report on competitive factors 

of the proposed acquisition of the Gibsonsville, Kings Mountain, Polkville, Shelby, 

Stokesdale, Stoneville, and Wentworth branches of First-Citizens Bank & Trust 

Company, Raleigh.

- Submitted, June 9, 1999 

Richmond

First Bank & Trust, Mt. Juliet, Tennessee -- report on competitive factors of the 

proposed merger with National Bank of Commerce, Memphis.

- Submitted, June 7, 1999 

St. Louis

First National Bank, Orangeburg, South Carolina -- report on competitive factors of 

the proposed merger with FirstBank, National Association, Beaufort. 

- Submitted, June 8, 1999 

Richmond

FirstBank Puerto Rico, San Juan, Puerto Rico -- report on competitive factors of the 

proposed acquisition of certain assets and assumption of the liabilities of the Hato 

Rey, Puerto Rico, branch of Royal Bank of Canada, Montreal, Canada.

- Submitted, June 8, 1999 

New York

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Competitive Factors Reports

FirstBank, National Association, Beaufort, South Carolina -- report on competitive 

factors of the proposed merger with FirstBank of the Midlands, National 

Association, Columbia.

- Submitted, June 8, 1999 

Richmond

Geauga Savings Bank, Newbury, Ohio -- report on competitive factors of the 

proposed merger with Great Lakes Bank, Mentor.

- Submitted, June 4, 1999 (AC)

Cleveland

The Huntington National Bank, Columbus, Ohio -- report on competitive factors of 

the proposed merger with Huntington Interim Bank.

- Submitted, June 7, 1999 

Cleveland

JRB Acquisition Bank, Inc., Suffolk, Virginia -- report on competitive factors of the 

proposed merger with State Bank of Remington, Inc., Remington.

- Submitted, June 11, 1999 

Richmond

SunTrust Bank, Tallahassee, N.A., Tallahassee, Florida -- report on competitive 

factors of the proposed merger with SunTrust Bank, West Florida, Pensacola.

- Submitted, June 11, 1999 

Secretary

Triumph State Bank, Trimont, Minnesota -- report on competitive factors of the 

proposed purchase of the assets and assumption of the liabilities of the Darfur branch 

of Southwest State Bank, Windom.

- Submitted, June 11, 1999 

Minneapolis

United Prairie Bank-Mountain Lake, Mountain Lake, Minnesota -- report on 

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

liabilities of the Springfield branch of Southwest State Bank, Windom.

- Submitted, June 10, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority June 6, 1999 to June 12, 1999

Extensions Of Time

Adams Bank & Trust Company, Ogallala, Nebraska -- extension to September 24, 

1999, to merge with Bank of Indianola, Indianola.

- Granted, June 8, 1999 

Kansas City

A.N.B. Holding Company, Ltd., Terrell, Texas -- extension to September 13,1999, 

to acquire The ANB Corporation, The ANB Delaware Corporation; and The 

American National Bank of Texas.

- Granted, June 11, 1999 

Dallas

Cumberland Bancorp, Inc., Carthage, Tennessee -- extension to September 8, 1999, 

to acquire an interest in The Murray Bank, Murray, Kentucky, and engage in 

operating a savings association.

- Approved, June 8, 1999 

Atlanta

Silver State Bancorp, Henderson, Nevada -- extension to September 17, 1999, to 

become a bank holding company through the acquisition of Silver State Bank.

- Granted, June 7, 1999 

San Francisco

International Operations

First Union National Bank of North Carolina, Charlotte, North Carolina -- request 

for relief from a commitment that would allow its agreement corporation, First Union 

Overseas Investment Corporation, to hold a portfolio investment in Besso Holdings 

Ltd., London, England.

- Granted, June 7, 1999 

Director, BS&R

Membership

Settlers Bank, Marietta, Ohio -- membership in the Federal Reserve System.

- Approved, June 7, 1999 

Cleveland

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, June 12, 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

Change in Control The KSB Bancorp, Inc. Employee Stock Ownership Plan,

Kingfield, Maine - to increase percentage of ownership of voting

shares of KSB Bancorp, Inc., Kingfield, Maine

Newpaper - N/Avail

Fed. Reg. - 6/21/1999

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, June 12, 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

Branch Summit Bank, Hackensack, New Jersey, to establish a branch

office located at 2000 Windrows Drive, Princeton, New Jersey .*

Newspaper – 07/01/1999

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

to establish branch offices located at the following locations:

(1) 151 North Main Street, New City, New York; (2) Indian

Rock Shopping Center, Route 59 and Hemion Road,

Montebello, New York; (3) Newton Plaza II, 595 New Loudon

Road, Colonie, New York.*

Newspaper – 07/05/1999

18(c) HSBC Bank USA, Buffalo, New York, to merge into Republic

National Bank of New York, New York, New York (“Republic

Bank”), and to establish branches, upon Republic Bank’s

conversion from a national to a state-chartered bank. It will then

change its name to HSBC Bank USA (“New HSBC Bank”) .*

Newspaper – N/Avail

9 New HSBC Bank, Buffalo, New York, to establish a branch in

the location of HSBC Bank’s non-U.S. branch in Nassau,

Bahamas.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Maham Beteiligungsgesellschaft AG, Zurich, Switzerland, to

acquire 25 percent of the shares of Habib American Bank, New

York, New York.*

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) USHoldCo, to become a bank holding company with respect to

Republic Bank.*

Newspaper – N/Avail

Fed Reg – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) HSBC Americas, Inc., Buffalo, New York, to merge into

RNYC, with RNYC as the surviving bank holding company that

will acquire indirect control of HSBC Bank USA, Buffalo, New

York.*

Newspaper – N/Avail

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Fuji Bank, Ltd., Tokyo, Japan, to acquire through its subsidiary,

Heller Financial Inc., Chicago, Illinois, up to 100 percent of the

capital stock of HealthCare Financial Partners, Inc., Chevy

Chase, Maryland, and thereby engage in lending and related

servicing activities.

Fed Reg – N/Avail

4(c)(8) Westdeutsche Landesbank Girozentrale, Dusseldorf, Germany,

to acquire, through its wholly-owned subsidiary, Criterion

Investment Management, LLC, 100 percent of the assets of the

fixed-income investment management division of NicholasApplegate Capital Management, Houston, Texas, and thereby

engage in financial and investment advisory activities.

Fed Reg – N/Avail

4(c)(8) HSBC Holdings plc, London, England, HSBC Finance

Netherlands, London, England, HSBC Holding BV, Amsterdam,

Netherlands, and a to-be-formed U.S. holding company, to

acquire indirect control of the U.S. nonbanking subsidiaries of

Republic New York Corporation, New York, New York,

namely: (i) Republic Bank Delaware National Association,

Wilmington, Delaware, (ii) Republic New York Securities

Corporation, New York, New York, and (iii) Republic Business

Credit Corporation, New York, New York, and thereby engage

in certain nonbanking activities.

Fed Reg – N/Avail

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

Type Application

25A Morgan Guaranty International Finance Corporation, Newark,

Delaware, to extend its corporate existence for an additional

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

Type Application

25A HSBC Holdings plc, London, England, HSBC Finance

Netherlands, London, England, HSBC Holding BV, Amsterdam,

Netherlands, and a to-be-formed U.S. holding company, to

acquire indirect control of the Edge subsidiaries of RNYC,

Republic International Bank of New York (Miami), Miami,

Florida, and Republic International Bank of New York

(Delaware), Wilmington, Delaware.

4(c)(13) HSBC Holdings plc, London, England, HSBC Finance

Netherlands, London, England, HSBC Holding BV, Amsterdam,

Netherlands, and a to-be-formed U.S. holding company, to

acquire the non-U.S. investments of RNYC, including Safra

Republic Holdings S.A., Luxembourg.

25 New HSBC Bank USA, Buffalo, New York, to acquire control

of HSBC Bank USA’s Agreement Corporation subsidiary,

Marine Midland Overseas Corporation, Buffalo, New York.

Member Republic National Bank of New York (after conversion to a

New York State charter), to become a member bank.

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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Main Street Bank, Reading, PA, to establish a branch office on

the existing property at 555 Penn Avenue, West Reading,

County of Berks, PA.

06/25/1999

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

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch

Branch

Received notice on 06/10/1999 from Provident Bank,

Cincinnati, OH of its intent to establish a branch at 9934

Waterstone Blvd., Cincinnati, OH.*

Received notice on 06/10/1999 from Mid Am Bank, Toledo, OH

of its intent to establish a branch at 838 Mill Lake Rd., Fort

Wayne, IN.*

06/21/1999

06/11/1999

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

Type Application

Ending date of

comment period

Section 3(a)(1) Received application on 06/07/1999, from Third Street

Bancshares, Inc., Marietta, OH of its intent to acquire all of the

outstanding shares of Settlers Bank, Marietta, OH.

Fed Reg – 07/08/1999

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

Member

4(c)(8)

4(c)(8)

4(c)(8)

Received application on 06/09/1999 from North Side Bank and

Trust Company, Cincinnati, OH to become a member of the

Federal Reserve System.

Received notice on 06/07/1999 from Fifth Third Bancorp,

Cincinnati, OH of its intent to acquire Vanguard Financial

Company, Cincinnati, OH.

Received notice from Wayne Banc Corp., Wooster, OH of its

intent to establish a de novo subsidiary, MidOhio Data, which

will engage in permissible data processing activities.

Received notice from Tri-State First Bank, Inc., East Liverpool,

OH ofits intent to establish a de novo subsidiary, Gateminder

Corporation, which will engage in permissible date processing

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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Cardinal Financial Corporation, Fairfax, Virginia, to acquire

Cardinal Bank - Manassas/Prince William, N.A., Manassas,

Virginia, and Cardinal Bank – Dulles, N.A., Reston, Virginia,

both organizing banks.*

Fed Reg – 07/06/1999

Newspaper – 07/02/1999

3(a)(3) First Union Corporation, Charlotte, North Carolina, to acquire

additional shares of United Bancshares, Inc., Philadelphia,

Pennsylvania.*

Fed Reg – 07/08/1999

Newspaper – N/Avail

3(a)(1) AmericasBank Corp, Baltimore, Maryland, to become a bank

holding company through the acquisition of 100% of the voting

shares of AmericasBank, Baltimore, Maryland.*

Fed Reg – 07/09/1999

Newspaper – N/Avail

3(a)(1) Peoples Bancorp of North Carolina, Inc., Newton, North

Carolina, to become a bank holding company through the

acquisition of 100% of the voting shares of Peoples Bank,

Newton, North Carolina.*

Fed Reg – N/Avail

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

809324 The Annapolis Banking and Trust

 Company

236 Main Street

Annapolis, Maryland 21401-2048

03/15/1999 06/11/1999 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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bay Bank, Theodore, Alabama (in organization), to establish a

branch located at 650 LeMoyne Drive, Dauphin Island,

Alabama.

N/Avail*

Branch Citizens Trust Bank, Atlanta, Georgia, to establish a branch

located at 6055 Old National Highway, College Park, Georgia.

07/01/1999*

Branch Red River Bank, Alexandria, Louisiana, to establish a branch

located at 3120 Highway 28 East, Pineville, Rapides Parish,

Louisiana.

06/12/1999*

FBAG Banco Sella, S.P.A., Biella, Italy, to establish an international

bank agency located in Miami, Florida.

N/Avail*

*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

CIC Alliance Bancshares, Inc., Orlando, Florida, prior notification by

Mr. James M. Seneff, Jr.; Mr. Robert A. Bourne; Mr. Phillip M.

Anderson, Jr.; Mr. Brian H. Fluck; Mr. James W. Kersey; Ms.

Miriam S. Kersey; Mr. Edgar J. McDougall; Mr. Curtis B.

McWilliams; Ms. Kelley P. Mossburg; Mr. Jack L. Parker; Ms.

Lynn E. Rose; Mr. Michael T. Shepardson; Mr. John T. Walker;

Ms. Beverly S. Walker; and Ms. Jean A. Wall; to collectively

acquire 28.9 percent of the outstanding shares of Alliance

Bancshares, Inc., and its sole subsidiary, Alliance Bank, both of

Orlando, Florida, pursuant to the Change in Bank Control Act of

1978.

N/Avail

3(a)(5) United Community Banks, Inc., Blairsville, Georgia, to merge

with 1st Floyd Bankshares, Inc., Rome, Georgia, and thereby

directly acquire 1st Floyd Bank, Rome, Georgia.

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

MEMBER Bay Bank, Theodore, Alabama (in organization), to become a

member of the Federal Reserve System.

SMBOTH Arizona Bank, Tucson, Arizona, for authority to exercise trust

powers.

COM AmTrade International Bank of Georgia, Atlanta, Georgia,

commitment waiver request.

COM Murfreesboro Bancorp, Inc., Murfreesboro, Tennessee,

commitment waiver request.

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

353238 Central State Bank

Post Office Box 180

Calera, Alabama 35040

(205) 668-0711

03/01/1999 06/09/1999 O X
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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

Old Kent Bank

Grand Rapids, Michigan

 Pinnacle Bank

 Cicero, Illinois

 Pinnacle Bank of the Quad-Cities

 Silvis, Illinois

 and to establish 15 branch offices

Newspaper – N/Avail

18(c) Clear Lake Bank & Trust Company

Clear Lake, Iowa

 Clear Lake, Iowa, branch of

 US Bank, N.A.

 Minneapolis, Minnesota

Newspaper – N/Avail

18(c) Bank Iowa National Association

Red Oak, Iowa

 Red Oak, Iowa branch of US Bank, N.A.

 Minneapolis, Minnesota

(both a charter conversion to a state member bank and a name

change to Bank Iowa is pending)

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(5) Merchants and Manufacturers Bancorporation, Inc.*

New Berlin, Wisconsin

 Pyramid Bancorp, Inc.

 Grafton, Wisconsin

 Grafton State Bank

 Grafton, Wisconsin

Fed Reg – 06/25/1999

Newspaper – 06/21/1999

3(a)(1) Commerce Bancshares, Inc.*

Waukee, Iowa

 Waukee State Bank

 Waukee, Iowa

Fed Reg – 07/01/1999

Newspaper – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

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

Grand Rapids, Michigan

 Pinnacle Banc Group, Inc.

 Oak Brook, Illinois

 Pinnacle Bank

 Cicero, Illinois

 Pinnacle Bank of the Quad-Cities

 Silvis, Illinois

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(5) Associated Banc-Corp.*

Green Bay, Wisconsin

 Riverside Acquisition Corp.

 Minneapolis, Minnesota

 Riverside Bancshares Corporation

 Minneapolis, Minnesota

 Riverside Bank

 Minneapolis, Minnesota

Fed Reg – 06/25/1999

Newspaper – 06/25/1999

4(c)(8) Mahaska Investment Company

Oskaloosa, Iowa

 Midwest Bancshares, Inc.

 Burlington, Iowa

 Midwest Federal Savings & Loan Association

 Burlington, Iowa

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2636083 Paramount Bank

30850 Telegraph Road, Suite 250

Bingham Farms, Michigan 48025

(248) 646-3000

11/30/1998 06/07/1999 S X

269049 City State Bank

217 West Mulberry Street

Ogden, Iowa 50212-0804

(515) 275-2420

02/23/1999 06/07/1999 S X

184142 Lapeer Bank & Trust Company

83 West Nepessing Street

Lapeer, Michigan 48446-0250

(810) 664-2977

01/04/1999 06/11/1999 O 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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Notice by Quincy Bancshares, Inc., Quincy, Illinois, to acquire

Bank of Quincy, Quincy, Illinois.*

Newspaper – 7/5/1999

Fed Reg – 7/9/1999

3(a)(3) Notice by Town and Country Financial, Inc., Dundee, Kentucky,

to acquire Main Street Bancshares, Inc., Vine Grove, Kentucky

(in organization). A companion Section 3(a)(1) notice

accompanies this notice.*

Newspaper – N/Avail.

Fed Reg – 6/25/1999

3(a)(1) Notice by Main Street Bancshares, Inc., Vine Grove, Kentucky

(in organization), to acquire Farmers Bank of Vine Grove, Vine

Grove, Kentucky. A companion Section 3(a)(3) notice

accompanies this notice.*

Newspaper – N/Avail.

Fed Reg – 6/25/1999

3(a)(3) Notice by First Banks, Inc., St. Louis, Missouri, to acquire

Century Bank, Beverly Hills, California (previously reported

during the week ending June 5, 1999).*

Newspaper – 7/5/1999

Fed Reg – 7/6/1999

* 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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, June 12, 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 Alfred Haugen, Virginia Haugen, and Marlene Ensrud, to

acquire control of McVille Financial Services, McVille, North

Dakota.

Fed. Reg. - 06/28/1999

3(a)(3) First Bancshares Corporation, Gladstone, Michigan, for prior

approval to acquire 5.84% of the voting shares of Baybank

Corporation, Gladstone, Michigan.*

Fed. Reg. - 07/09/1999

3(a)(3) United Financial Corp., Great Falls, Montana, for prior approval

to acquire 11.3% and thereby increase its ownership interest to

36.3% of the voting shares of Valley Bancorp, Inc., Phoenix,

Arizona.*

Fed. Reg. - 07/12/1999

CIC Robert Olson, to acquire control of St. Stephen BanGroup, Inc.,

Minneapolis, Minnesota.

Fed. Reg. - 06/03/1999

3(a)(3) Mille Lacs Bancorporation, Inc., Onamia, Minnesota, for prior

approval to acquire 100% of the voting shares of Rural

American Bank - Hinckley, Hinckley, Minnesota.*

Fed. Reg. - 07/02/1999

*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)LLE Farmers State Corporation, Mankato, Minnesota, to engage in

general insurance agency activities in a community with a

population not exceeding 5,000 through the acquisition of

certain insurance agency business of MIS Agencies, Inc.

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

655651 Montana State Bank

Plentywood, Montana

03/08/1999 06/08/1999 S X

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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First State Bank of Wheatland, Wheatland, Wyoming, to

establish a branch at 1410 East Valley Highway 25, Torrington,

Wyoming.

Newspaper – 06/24/1999

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

Type Application

Ending date of

comment period

3(a)(1) Apex Mortgage Company, Edmond, Oklahoma, to become a

bank holding company through the acquisition of 100 percent of

the voting shares of Edmond Bank & Trust, Edmond,

Oklahoma, a de novo bank in organization.

Newspaper – 06/14/1999

Fed Reg – 06/14/1999

CIC Crawford Family Investments Limited Partnership, Frederick,

Oklahoma, to acquire voting shares of First Southwest

Corporation, Frederick, Oklahoma, and thereby indirectly

acquire First Southwest Bank, Frederick, Oklahoma.

Newspaper – N/Avail

Fed Reg – 07/01/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Member Edmond Bank & Trust, Edmond, Oklahoma, a de novo

organization, for membership in the Federal Reserve System.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1)

3(a)(1)

3(a)(3)

La Plata Bancshares, Inc., Hereford, TX, to acquire

La Plata Delaware Bancshares, Inc., Dover, DE, and

The First National Bank of Hereford, Hereford, TX (de novo)*

La Plata Delaware Bancshares, Inc., Dover, DE, to acquire

The First National Bank of Hereford, Hereford, TX (de novo)*

Haleco Bancshares, Inc., Plainview, TX, to acquire

La Plata Bancshares, Inc., Hereford, TX, and

La Plata Delaware Bancshares, Inc., Dover, DE, and

The First National Bank of Hereford, Hereford, TX (de novo)*

Fed Reg – N/Avail

Newspaper – N/Avail

Fed Reg – N/Avail

Newspaper – N/Avail

Fed Reg – N/Avail

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Member Lone Star Bank, N.A., Houston, TX, to become a member of the

Federal Reserve System
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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, June 12, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Sun Country Bank, Victorville, California to establish a branch

office at 123 E. Ninth Street, Upland, California .*

Newspaper – 06/23/1999

Branch Pacific Mercantile Bank, Newport Beach, California, to

establish a branch office at 501 El Camino Real, San Clemente,

California.*

Newspaper – 07/01/1999

18(c) Bank of Utah, Ogden, Utah, to merge with First Commerce

Bancorp, Inc., and thereby acquire 13 branches of First

Commerce Bank, both of Logan, Utah.*

Newspaper – 07/12/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Eggemeyer Advisory Corp., WJR Corp., and Castle Creek

Capital, LLC, all of Rancho Santa Fe, California, to indirectly

acquire up to 45 percent of State National Bancshares, Inc.,

Lubbock, Texas.*

Newspaper – N/Avail

Fed Reg – 06/21/1999

3(a)(3) Castle Creek Capital Partners Fund IIa, LP, and Castle Creek

Capital Partners Fund II(b), LP, both of Rancho Santa Fe,

California,, to directly acquire up to 34.21 percent of State

National Bancshares, Inc., Lubbock, Texas.*

Newspaper – N/Avail

Fed Reg – 06/21/1999

3(a)(3) Belvedere Capital Partners, LLC, California Community

Financial Institutions Fund Limited Partnership, and Placer

Capital Co., all of San Francisco, California, to acquire Placer

Savings Bank, Auburn, California.*

Newspaper – 07/09/1999

Fed Reg – 07/09/1999

* 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

4(c)(8) Cowlitz Bancorporation, Longview, Washington, to acquire

Independent Financial Network, Inc., Bellevue, Washington, and

thereby engage in origination, purchasing, selling, and servicing

loans through its wholly-owned subsidiary, Cowlitz Bank,

Longview, Washington.

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