Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 27

Week Ending July 3, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 27, 1999 to July 3, 1999

Bank Holding Companies

BankBoston Corporation, Boston, Massachusetts; The Bank of New York 

Company, Inc., New York, New York; The Chase Manhattan Corporation, New 

York, New York; Citizens Financial Group, Inc., Providence, Rhode Island; 

Comerica Incorporated, Detroit, Michigan; First Union Corporation, Charlotte, 

North Carolina; Fleet Financial Group, Inc., Boston, Massachusetts; HSBC Holdings 

PLC, London, England; HSBC Holdings, BV, Amsterdam, The Netherlands; HSBC 

Americas, Inc., Buffalo, New York; The Royal Bank of Scotland Group PLC, and 

The Royal Bank of Scotland PLC, Edinburgh, Scotland -- to acquire Magic Line, 

Inc., Dearborn, Michigan, through NYCE Corporation, Woodcliff Lake, New 

Jersey, and thereby engage in providing data processing and check verification 

services.

- Approved, June 28, 1999 

Stockman Financial Corporation, Miles City, Montana -- to acquire Terry 

Bancshares, Inc., Terry, Montana, and thereby acquire State Bank of Terry.

- Approved, July 2, 1999 

Banks, Foreign

Anglo Irish Bank Corporation, plc, Dublin, Ireland -- to establish a representative 

office in Boston, Massachusetts.

- Approved, June 28, 1999 

Deutsche VerkehrsBank, Frankfurt, Germany -- to establish a representative office in 

New York, New York.

- Approved, June 28, 1999 

International Operations

BankBoston, N.A., Boston, Massachusetts -- to form a de novo insurance subsidiary 

in Santiago, Chile.

- Approved, June 28, 1999 

Regulations And Policies

Retail Fees and Services of Depository Institutions -- annual report to Congress.

- Approved, June 28, 1999 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions June 27, 1999 to July 3, 1999

Enforcement

Banco Popular del Ecuador, S.A., Quito, Ecuador, and its agency in Miami, 

Florida -- written agreement, dated June 4, 1999, with the Federal Reserve Bank of 

Atlanta and the State of Florida Department of Banking and Finance.

- Announced, June 25, 1999 (AC)

Community Capital Corporation, Greenwood, South Carolina -- written agreement, 

dated June 3, 1999, with the Federal Reserve Bank of Richmond.

- Announced, June 3, 1999 (AC)

(AC) = Addition or Correction Board - Page 2 of 2
June 27, 1999 to July 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

The Chase Manhattan Bank, New York, New York -- to establish a branch at Store 

A, 428 Haledon Avenue, Haledon, New Jersey.

- Approved, July 1, 1999 

New York

Colonial Bank, Montgomery, Alabama -- to establish a branch at 8390 NW 53rd 

Street, Miami, Florida.

- Approved, June 30, 1999 

Atlanta

Crestar Bank, Richmond, Virginia -- to establish a branch in the Bridgewater 

Retirement Community, 210 Virginia Avenue, Bridgewater.

- Approved, June 28, 1999 

Richmond

Farmers Savings Bank, Kalona, Iowa -- to establish a branch at 402 B Avenue.

- Approved, June 30, 1999 

Chicago

First Bank & Trust Company of Tennessee, Johnson City, Tennessee -- to establish a 

branch at 2100 Forest Drive, Gray.

- Approved, June 30, 1999 

Atlanta

First State Bank of Wheatland, Wheatland, Wyoming -- to establish a branch at 1410 

East Valley Highway 26, Torrington.

- Approved, July 1, 1999 

Kansas City

Main Street Bank, Reading, Pennsylvania -- to establish a branch at 555 Penn 

Avenue, West Reading.

- Approved, June 30, 1999 

Philadelphia

(AC) = Addition or Correction Delegated - Page 1 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Bank Branches, Domestic

North Shore Community Bank & Trust Company, Wilmette, Illinois -- to establish a 

branch at 5049 Oakton Street, Skokie.

- Approved, June 30, 1999 

Chicago

Provident Bank, Cincinnati, Ohio -- to establish a branch at 9934 Waterston 

Boulevard.

- Approved, June 29, 1999 

Cleveland

Sun Country Bank, Victorville, California -- to establish a branch at 123 E. Ninth 

Street, Upland.

- Approved, June 28, 1999 

San Francisco

Bank Holding Companies

American Heartland Bancshares, Inc., Sugar Grove, Illinois -- to become a bank 

holding company through the acquisition of American Heartland Bank and Trust, a 

de novo bank.

- Returned, July 2, 1999 

Chicago

AmTrade International Bank of Georgia, Atlanta, Georgia -- request for modification 

of a commitment.

- Approved, June 29, 1999 

Atlanta

Apex Mortgage Company, Edmond, Oklahoma -- to become a bank holding 

company through the acquisition of Edmond Bank and Trust, a de novo bank.

- Approved, June 30, 1999 

Kansas City

Associated Banc-Corp., Green Bay, Wisconsin -- to acquire Riverside Acquisition 

Corp., Minneapolis, Minnesota, and Riverside Bancshares Corporation, and thereby 

acquire Riverside Bank.

- Approved, July 2, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Bank Holding Companies

Capitol Bancorp, Ltd., Lansing, Michigan and Sun Community Bancorp Limited, 

Phoenix, Arizona -- to acquire shares of Desert Community Bank, Las Vegas, 

Nevada, a de novo bank.

- Returned, July 1, 1999 

Chicago

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

California; Eggemeyer Advisory Corp.; WJR Corp.; and Castle Creek Capital, 

LLC -- to acquire shares of State National Bancshares, Lubbock, Texas.

- Approved, July 1, 1999 

San Francisco

Community Banks of the South, Inc., Orlando, Florida -- to become a bank holding 

company through the acquisition of Southern Community Bank.

- Approved, July 1, 1999 

Atlanta

Cowlitz Bancorporation, Longview, Washington -- to acquire certain assets and 

liabilities of Independent Financial Network, Inc., Bellevue, dba Bay Mortgage, RT.

- Approved, June 29, 1999 

San Francisco

Credit Suisse Group and Credit Suisse First Boston, Zurich, Switzerland -- to 

acquire Warburg, Pincus Asset Management Holdings, Inc., New York, New York, 

and to engage in investment management and related activities through Credit Suisse 

Asset Management.

- Approved, June 30, 1999 

New York

Cumberland Bancorp, Inc., Carthage, Tennessee -- request for modification of a 

commitment.

- Approved, June 28, 1999 

Atlanta

CVB Financial Corp., Ontario, California -- request for a waiver in connection with 

the acquisition of Orange National Bancorp, Orange, and Orange National Bank.

- Approved, July 1, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Bank Holding Companies

First National Corporation, Orangeburg, South Carolina -- to acquire 

FirstBancorporation, Beaufort.

- Approved, June 28, 1999 

Richmond

First South Bancorp, Inc., Spartanburg, South Carolina -- to become a bank holding 

company through the acquisition of First South Bank.

- Approved, June 28, 1999 

Richmond

Jamesmark Bancshares, Inc., Springfield, Missouri -- to become a bank holding 

company through the acquisition of Old Missouri National Bank.

- Approved, June 30, 1999 

St. Louis

Merchants and Manufacturers Bancorporation, Inc., New Berlin, Wisconsin -- to 

acquire Pyramid Bancorp, Inc., Grafton, and thereby acquire Grafton State Bank.

- Approved, June 30, 1999 

Chicago

Nevada Community Bancorp Limited, Las Vegas, Nevada -- to become a bank 

holding company through acquisition of shares of Desert Community Bank, a de 

novo bank.

- Returned, July 1, 1999 

Chicago

Northern Star Financial, Inc., Mankoto, Minnesota -- to acquire an interest in 

Homeland Mortgage, LLC, Morris, and thereby establish a joint venture to engage in 

making and servicing real estate mortgage loans.

- Approved, July 2, 1999 

Minneapolis

Pembina County Bankshares, Ltd., Cavalier, North Dakota -- to acquire Stephen 

Bancshares, Inc., Stephen, Minnesota.

- Approved, June 30, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 4 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Bank Holding Companies

Peoples Bancorp, Inc., Arlington Heights, Illinois -- to become a bank holding 

company through the acquisition of The Peoples Bank of Arlington Heights, a de 

novo bank.

- Approved, July 2, 1999 

Chicago

Premier Bank Holding Company, Tallahassee, Florida -- to become a bank holding 

company through the acquisition of Premier Bank.

- Withdrawn, June 17, 1999 (AC)

Atlanta

Rae Valley Financials, Inc., Petersburg, Nebraska -- to acquire Petersburg State 

Bank.

- Returned, July 1, 1999 

Kansas City

Security Bancorp, M.H.C., Monmouth, Illinois -- to become a bank holding company 

through the acquisition of Security Savings Bank.

- Returned, June 30, 1999 

Chicago

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

de novo bank.

- Withdrawn, June 29, 1999 

St. Louis

United Americas Bancshares, Inc., Atlanta, Georgia -- to become a bank holding 

company through the acquisition of United Americas Bank.

- Approved, July 1, 1999 

Atlanta

Banks, State Member

F&M Bank-Winchester, Winchester, Virginia -- to purchase certain assets and to 

assume certain liabilities of the Stephens City and Woodstock branches of Wachovia 

Bank, National Association, Winston-Salem, North Carolina.

- Approved, June 29, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 5 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Banks, State Member

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

certain liabilities of Union Bank, N.A., Ellisville, Missouri, and retain the acquired 

branches.

- Withdrawn, June 29, 1999 

St. Louis

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, June 29, 1999 

St. Louis

Change In Bank Control

Fort Gibson Bancshares, Inc., Fort Gibson, Oklahoma -- change in bank control 

notices.

- Permitted, June 28, 1999 

Kansas City

Competitive Factors Reports

Bank of Homewood, Homewood, Illinois -- report on competitive factors of the 

proposed merger with Bank of Matteson, Matteson.

- Submitted, July 2, 1999 

Chicago

Central National Bank, Canajoharie, New York -- report on competitive factors of 

proposal to purchase certain assets and assume certain liabilities of five branches of 

Astoria Federal Savings and Loan, Lake Success.

- Submitted, June 28, 1999 

New York

Citizens Bank & Trust Company, Chillicothe, Missouri -- report on competitive 

factors of the proposed merger with Macon Building and Loan Association, Macon.

- Submitted, June 30, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 6 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Competitive Factors Reports

Citizens State Bank of Pembina, Cavalier, North Dakota -- report on competitive 

factors of the proposed merger with Farmers State Bank of Stephen, Stephen, 

Minnesota.

- Submitted, June 30, 1999 

Minneapolis

Community Bank Jordan, Jordan, Minnesota -- reports on competitive factors of the 

proposed merger with Community Bank St. Peter, St. Peter, and the proposed 

acquisition of the Le Sueur branch of Community Bank Winsted, Winsted.

- Submitted, July 2, 1999 

Minneapolis

First State Bank of Texas, Denton, Texas -- report on competitive factors on 

proposed merger with Duncanville National Bank, Duncanville.

- Submitted, July 1, 1999 

Dallas

First USA Bank, National Association, Wilmington, Delaware -- report on 

competitive factors of the proposed merger with FCC National Bank.

- Submitted, July 2, 1999 

Chicago

Heritage Commerce Corp., San Jose, California -- report on competitive factors of 

the proposed formation of a new subsidiary, Heritage Bank South Valley, Morgan 

Hill.

- Submitted, June 28, 1999 

San Francisco

Liberty Bank, FSB, Arnolds Park, Iowa -- report on competitive factors of the 

proposed acquisition of eight branches of U.S. Bank, National Association, 

Minneapolis, Minnesota.

- Submitted, July 2, 1999 

Chicago

Mid-State Bank, Arroyo Grande, California -- report on competitive factors of the 

proposed merger and reorganization with City Commerce Bank, Santa Barbara.

- Submitted, June 28, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 7 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Competitive Factors Reports

North Shore Bank, FSB, Brookfield, Wisconsin -- report on competitive factors of 

proposed purchase of four branches of TCF National Bank Wisconsin, Milwaukee.

- Submitted, July 2, 1999 

Chicago

The Ohio Valley Bank Company, Gallipolis, Ohio -- report on competitive factors of 

the proposed merger with the Barbourville and Milton, West Virginia, branches of 

Huntington National Bank, Columbus, Ohio.

- Submitted, June 29, 1999 

Cleveland

Planters Bank & Trust Company of Virginia, Staunton, Virginia -- report on 

competitive factors of the proposal to purchase certain assets and assume the 

liabilities of the Buena Vista and Natural Bridge Station, Virginia, branches of 

Wachovia Bank, National Association, Winston-Salem, North Carolina.

- Submitted, June 29, 1999 

Richmond

Premier Bank, Rock Valley, Iowa -- report on competitive factors of the proposal to 

purchase the assets and assume the liabilities of the Doon office of Liberty Bank, 

FSB, Arnolds Park.

- Submitted, July 2, 1999 

Chicago

SouthTrust Bank, National Association, Birmingham, Alabama -- report on 

competitive factors of the proposed merger with Navigation Bank, Houston, Texas.

- Submitted, June 30, 1999 

Secretary

State Bank of Bottineau, Bottineau, North Dakota -- report on competitive factors 

of the proposed acquisition of the Bottineau branch of the United Community Bank 

of North Dakota, Leeds.

- Submitted, July 1, 1999 

Minneapolis

(AC) = Addition or Correction Delegated - Page 8 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Competitive Factors Reports

Union Planters Bank of Kentucky, N.A., Paducah, Kentucky -- report on competitive 

factors of the proposed merger with Union Planters Bank, N.A., Memphis, 

Tennessee.

- Submitted, June 29, 1999 

St. Louis

United Bank and Trust Company, Sheffield, Iowa -- report on competitive factors of 

the proposed merger with the Hampton branch of Liberty Bank, FSB, Arnolds Park.

- Submitted, July 2, 1999 

Chicago

Waukee State Bank, Waukee, Iowa -- report on competitive factors of the proposed 

merger with Waukee Interim Bank.

- Submitted, July 1, 1999 

Chicago

Extensions Of Time

Bank One Corporation, Columbus, Ohio -- extension to December 27, 1999, to 

divest an interest in MessageMedia, Inc.

- Granted, June 28, 1999 

Director, BS&R

New Century Bancorp, Southfield, Michigan -- extension to October 11, 1999, to 

become a bank holding company through the acquisition of New Century Bank, a de 

novo bank, and for New Century Bank to become a member of the Federal Reserve 

System.

- Granted, June 29, 1999 

Chicago

Suncoast Bancorp, Inc., Sarasota, Florida -- extension to October 8, 1999, to 

acquire Suncoast National Bank.

- Granted, June 28, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 9 of 10
H.2 Actions under delegated authority June 27, 1999 to July 3, 1999

Membership

Bank Iowa, Denison, Iowa, and Bank Iowa, Red Oak -- membership in the Federal 

Reserve System.

- Approved, June 30, 1999 

Chicago

Edmond Bank and Trust Company, Edmond, Oklahoma -- membership in the 

Federal Reserve System.

- Approved, June 30, 1999 

Kansas City

Placer Savings Bank, Auburn, California -- membership in the Federal Reserve 

System on conversion to a state-chartered commercial bank to be known as Placer 

Community Bank.

- Approved, July 1, 1999 

San Francisco

The Peoples Bank of Arlington Heights, Arlington Heights, Illinois -- membership in 

the Federal Reserve System.

- Approved, July 2, 1999 

Chicago

Union Bank of Chandler, Chandler, Oklahoma -- to retain membership in the Federal 

Reserve System on conversion from a national to a state bank charter.

- Approved, June 28, 1999 

Kansas City

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

Reserve System.

- Withdrawn, June 29, 1999 

St. Louis

(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, July 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 Ipswich Bancshares, Inc., Ipswich, Massachusetts (Ipswich) – by

David L. Grey, to acquire up to 20% of the voting shares

Fed Reg – 07/22/1999

Newspaper – 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

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, July 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

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 – 07/13/1999

Fed Reg – 07/23/1999

3(a)(3) HSBC Holdings plc, London, England, HSBC Finance

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

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

company (“USHoldCo”), to acquire all the voting shares of

Republic New York Corporation, New York, New York

(“RNYC”), and RNYC’s wholly-owned subsidiary banks,

Republic National Bank of New York, New York, New York

(“Republic Bank”) and Republic Bank of California, N.A.,

Beverly Hills, California.*

Newspaper – 07/19/1999

Fed Reg – 07/26/1999

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

Republic Bank.*

Newspaper – 07/19/1999

Fed Reg – 07/26/1999

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 – 07/19/1999

Fed Reg – 07/26/1999

3(a)(1) Rome, M.H.C. and Rome Bancorp, Inc., both of Rome, New

York, to become bank holding companies with respect to The

Rome Savings Bank, Rome, New York.*

Newspaper – N/Avail

Fed Reg – 07/26/1999

4(c)(8) Doral Financial Corporation, San Juan, Puerto Rico, to acquire

Doral Bank, FSB, New York, New York, a federally chartered

savings bank in organization.*

Newspaper – 07/22/1999

Fed Reg – N/Avail

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

Type Application

Ending date of

comment period

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 – 07/26/1999

4(c)(8) National Westminster Bank Plc, London, England, to engage de

novo in underwriting and dealing to a limited extent in all types

of debt securities through its subsidiary, Greenwich Capital

Markets, Inc., Greenwich, Connecticut.

Fed Reg – N/Avail

4(c)(8) Fuji Bank, Ltd., Tokyo, Japan, to engage in trust company

functions through Yasuda Bank and Trust Company (U.S.A.),

New York, New York.

Fed Reg – 07/14/1999

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

(Netherlands), London, England, and HSBC Holdings BV,

Amsterdam, Netherlands, to engage de novo, through HSBC

Asset Management Americas, Inc., New York, New York, in

providing financial and investment advisory services and agency

transactional services and acting as an investment advisor and

general partner for certain private investment fund limited

partnerships.

Fed Reg – 07/19/1999

4(c)(8) U.S. Trust Corporation, New York, New York, to acquire NCT

Holdings, Inc., Greensboro, North Carolina (“NCT”) and

thereby: (i) acquire control of NCT’s wholly-owned subsidiary,

North Carolina Trust Company, a non-depository banking

corporation; and (ii) NCT Opportunities, Inc., Greensboro,

North Carolina, which serves as the general partner to NCT

Opportunities Equity Partners Limited Partnership.

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, July 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 First National Community Bancorp, Dunmore, PA, filed by

Dominick Louis DeNaples, Dunmore, PA, and Louis Anthony

DeNaples, Moscow, PA, to purchase up to 25% of the

outstanding stock of First National Community Bancorp,

Dunmore, PA.

Newspaper: 07/08/1999

Fed. Reg.: 07/20/1999

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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, July 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

213912 The Apple Creek Banking Company 05/03/1999 07/01/1999 S X

Apple Creek, OH 44606

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, July 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) BB&T Corporation, Winston-Salem, North Carolina, to acquire

First Liberty Financial Corp., Macon, Georgia.*

Fed Reg – 07/14/1999

Newspaper – 07/23/1999

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 – 07/30/1999

4(c)(8) FNB Financial Services Corporation, Reidsville, North Carolina,

to acquire Black Diamond Savings Bank, F.S.B., Norton,

Virginia.*

Fed Reg – 07/30/1999

Newspaper – 08/01/1999

*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

834531 F&M Bank-West Virginia

301 South Mildred Street

Ranson, West Virginia 25438

03/22/1999 06/26/1999 S* X

615329 The Forest Hill State Bank

130 South Bond Street

Bel Air, Maryland 21014-3836

03/29/1999 06/26/1999 S X

831727 Second Bank & Trust

102 South Main Street

Culpeper, Virginia 22701-3028

04/19/1999 07/03/1999 S X

658924 Farmers and Miners Bank of

 Lee County

403 West Morgan Avenue

Pennington Gap, Virginia 24277

04/20/1999 07/03/1999 S X

*In Application Bulletin No. 26 for the week ending June 26, 1999, this rating was erroneously shown as “NI”.

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, July 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Compass Bank, Birmingham, Alabama, to merge with Arizona

Bank, Tucson, Arizona.

N/Avail*

Branch Republic Security Bank, West Palm Beach, Florida, to establish

a branch located at 3930 S.W. Archer Road, Gainesville,

Florida.

07/06/1999*

Branch Republic Security Bank, West Palm Beach, Florida, to establish

a branch located at 2553 East Silver Spring Boulevard, Ocala,

Florida.

07/06/1999*

Branch Cumberland Bank, Carthage, Tennessee, to establish a branch

located at 7836 25 East, Cross Plains, Tennessee.

07/15/1999*

Branch Cumberland Bank, Carthage, Tennessee, to establish a branch

located at 440 Hwy 52 By-Pass West, Lafayette, Tennessee.

07/15/1999*

*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)(5) AmSouth Bancorporation, Birmingham, Alabama, to merge with

First American Corporation, Nashville, Tennessee, and thereby

acquire First American National Bank, Nashville, Tennessee.

Newspaper -08/03/1999*

3(a)(3) AmSouth Bancorporation, Birmingham, Alabama, to acquire 19

percent of First American Corporation, Nashville, Tennessee

(Corporation), pursuant to a stock option agreement in the event

its acquisition of 100 percent of Corporation is not successful.

Newspaper -08/03/1999*

4(c)(8) AmSouth Bancorporation, Birmingham, Alabama, to acquire

First American Federal Savings Bank, Dalton, Georgia, and

thereby engaging in operating a savings association.

Newspaper -08/03/1999*

3(a)(1) Lehigh Acres First National Bancshares, Inc., Lehigh Acres,

Florida, to become a bank holding company by acquiring Lehigh

Acres First National Bank, Lehigh,Florida.

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

Type Application

Ending date of

comment period

3(a)(1) Wewahitchka State Bank Employee Stock Ownership Plan,

Wewahitchka, Florida, to become a bank holding company by

acquiring Wewahitchka State Bank, Wewahitchka, Florida.

N/Avail*

3(a)(5) Synovus Financial Corporation, Columbus, Georgia, to merge

with Merit Holding Corporation, Tucker, Georgia, and thereby

acquire Mountain National Bank, Tucker, Georgia, and Charter

Bank and Trust Company, Marietta, Georgia.

Newspaper –08/02/1999*

4(c)(8) FLAG Financial Corporation, LaGrange, Georgia, to acquire

Thomaston Federal Savings Bank, Thomaston, Georgia, and

thereby engage in operating a savings association.

Newspaper –07/30/1999*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) AmSouth Bancorporation, Birmingham, Alabama, to acquire

First American Community Development Corporation,

Nashville, Tennessee, and thereby engage in community

development activities.

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

Type Application

4(c)(8) SunTrust Banks, Inc., Atlanta, Georgia, to purchase a limited

partnership interest in Atlantic Financial Group, Ltd., Arlington,

Texas, and thereby engage in leasing personal or real property.

WAIVR SouthTrust Corporation, Birmingham, Alabama, application

waiver request for the proposed merger with First of Groves

Corporation, Groves, Texas, and indirect acquisition of First

Bank and Trust, Groves, Texas.
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

198671 Republic Security Bank

Post Office Box 4298

West Palm Beach, FL 33407

(561) 840-1200

02/08/1999 06/30/1999 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, July 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

Fort Madison Bank & Trust Company

Fort Madison, Iowa

 Bank of Dallas City

 Dallas City, Illinois

 and to establish a branch at

 290 Oak Street

 Dallas City, Illinois

Newspaper – N/Avail

Branch Salin Bank & Trust Company

Indianapolis, Indiana

 8801 U.S. 24 West

 Fort Wayne, Indiana

Newspaper – 06/25/1999

Branch First American Bank

Carpentersville, Illinois

 Northwest corner of New York Street and Oakhurst Road

 Aurora, Illinois

Newspaper – 07/23/1999

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

Type Application

Ending date of

comment period

3(a)(3) Pilot Grove Savings Bank Employee Stock Ownership Plan*

Pilot Grove, Iowa

 Pilot Grove Bancorp, Inc.

 Pilot Grove, Iowa

Fed Reg – 07/19/1999

Newspaper – 07/11/1999

CIC Freedom Holdings, L.C.

West Des Moines, Iowa

 by David Hill

Fed Reg – 07/14/1999

Newspaper – 07/15/1999

4(c)(8) Mahaska Investment Company

Oskaloosa, Iowa

 Midwest Bancshares, Inc.

 Burlington, Iowa

 Midwest Federal Savings & Loan Association

 Burlington, Iowa

Fed Reg – 07/09/1999

Newspaper – 07/15/1999
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) American Heartland Bancshares, Inc.*

Sugar Grove, Illinois

 American Heartland Bank and Trust (in organization)

 Sugar Grove, Illinois

Fed Reg – 07/30/1999

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Old Kent Financial Corporation

Grand Rapids, Michigan

 To engage de novo through Old Kent Securities Corporation,

 Grand Rapids, Michigan, in certain financial advisory

 and securities-related activities

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

157744 Linden State Bank

100 N. Meridian

Linden, Indiana 47955-0060

(765) 339-4646

01/04/1999 06/28/1999 S X

382742 Onsted State Bank

112 S. Main Street

Onsted, Michigan 49265-0188

(517) 467-2144

03/08/1999 06/30/1999 S X

130943 Irwin Union Bank

500 Washington Street

Columbus, Indiana 47201-0929

(812) 376-1913

10/05/1998 07/02/1999 O X

691145 Farmers State Bank

316 E. Saginaw Street

Breckenridge, Michigan 48615-0186

(517) 842-3191

02/01/1999 07/02/1999 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, July 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) Notice by Arvest Bank Group, Inc., Bentonville, Arkansas, and

its wholly owned subsidiary, Ameribank Corporation, Shawnee,

Oklahoma, and its wholly owned subsidiary, United Oklahoma

Bancshares, Inc., Del City, Oklahoma, to retain their ownership

of United Bank, Oklahoma City, Oklahoma, after its conversion

to a state-chartered savings bank, to be named Arvest United

Bank, A State Savings Bank.*

Newspaper: 7/16/1999

Fed. Register: 7/16/1999

3(a)(3) Notice by Arvest Bank Group, Inc., Bentonville, Arkansas, to

acquire Delaware Bancshares, Inc., Jay, Oklahoma.*

Newspaper: 7/30/1999

Fed. Register: 8/2/1999

3(a)(3) Notice by Mercantile Bancorp, Inc., Quincy, Illinois, to acquire

Farmers State Bancshares of Andrew County, Inc., Savannah,

Missouri.*

Newspaper: 7/30/1999

Fed. Register: 8/5/1999

3(a)(1) Notice by Summersville Bancorporation, Inc., Summersville,

Missouri, to acquire First National Bank, Summersville,

Missouri.*

Newspaper: 7/24/1999

Fed. Register: 8/5/1999

* 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, July 3, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First State Bank of Rushmore, Rushmore, Minnesota, to relocate

its main office to Pipestone, Minnesota; and to establish a

branch at its former main office location in Rushmore,

Minnesota.*

07/09/1999

18(c) & Branch First Interstate Bank, Billings, Montana, to merge with Security

State Bank and Trust Company, Polson, Montana, and incident

thereto establish three branches.*

N/Avail.

18(c) & Branch Glacier Bank, Kalispell, Montana, to purchase certain assets and

assume certain liabilities of two Butte, Montana branches of

Washington Mutual Bank, fsb, Salt Lake City, Utah, and

incident thereto establish branches.*

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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8)LLE Western State Agency, Inc., Devils Lake, North Dakota, to

engage in general insurance agency activities in a place with a

population not exceeding 5,000 through the acquisition of

certain assets of Towner Insurance, Towner, North Dakota.

Fed Reg - 07/16/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

65559 Pioneer Bank & Trust

Belle Fourche, South Dakota

03/08/1999 06/29/1999 S X

615253 The First State Bank of Malta

Malta, Montana

03/08/1999 06/29/1999 S X

651457 First Security Bank of Malta

Malta, Montana

03/08/1999 06/29/1999 O 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, July 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 B&L Bank ESOP, Lexington, Missouri, to acquire voting shares

of Lexington B&L Financial Corporation, Lexington, Missouri;

and thereby indirectly acquire Lafayette County Bank of

Lexington/Wellington, Lexington, Missouri.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(3) First Flo Corporation, Florence, Colorado, to acquire 100

percent of the voting shares of FAM Financial Services,

Macksville, Kansas; and thereby indirectly acquire Farmers &

Merchants State Bank, Macksville, Kansas.

Newspaper – 07/06/1999

Fed Reg – 07/26/1999

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

95659 Morris State Bank

Morris, Oklahoma

04/19/1999 07/01/1999 S X

859655 Bankers Bank

Oklahoma City, Oklahoma

04/26/1999 07/0/1999 O X

69351 Bank of Durango

Durango, Colorado

04/12/1999 07/02/1999 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, July 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

3(a)(5) Texas Regional Bancshares, Inc., McAllen, TX, and Texas

Regional Delaware, Inc., Wilmington, DE, to acquire

Harlingen Bancshares, Inc., Harlingen, TX,

HN Bancshares of Delaware, Inc., Harlingen, TX, and

Harlingen National Bank, Harlingen, TX*

(previously reported the week ending June 26, 1999)

Fed Reg – 07/26/1999

Newspaper – 07/23/1999

*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

913267 Legacy Bank of Texas

P.O. Box 609

Plano, TX 75074-0690

03/08/1999 07/06/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, July 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

3(a)(1) EverTrust Financial Group, Inc., to become a bank holding

company by acquring Everett Mutual Bank and Commercial

Bank of Everett, all of Everett, Washington. *

Newspaper – 08/04/1999

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Mortgage, Inc., and Southwest Partners, Inc., both of Des

Moines, Iowa, to engage through a joint venture subsidiary,

United Mortgage Group, San Diego, California, in extending

credit and servicing loans.

Fed Reg – 07/21/1999

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

Mortgage, Inc., and Southwest Partners, Inc., both of Des

Moines, Iowa, to engage through a joint venture subsidiary,

Gold Coast Mortgage, San Diego, California, in residential

mortgage lending activities.

Fed Reg – 07/22/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

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

Norwest Insurance, Inc., Minneapolis, Minnesota, to acquire

certain assets of Goodson Insurance Agency, Inc., Denver,

Colorado.

Waiver CVB Financial Corp., Ontario, California, request for waiver of

any Bank Holding Company Act application requirement in

connection with its proposed merger of Orange National

Bancorp, Orange, California, and the subsequent merger of

Orange National Bank, Orange, California, with and into

Citizens Business Bank, Ontario, California.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

496171 Farmers & Merchants Bank

 of Rockford

25 N. Mullan Road

Spokane, WA 99214-0917

(509) 921-2265

02/22/1999 06/28/1999 O X
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

877369 Valley Independent Bank

1498 Main Street

El Centro, CA 92243-9951

(760) 352-5000

02/01/1999 06/28/1999 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