Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 8

Week Ending February 20, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions February 14, 1999 to February 20, 1999

Banks, State Member

California Center Bank, Los Angeles, California -- to make an investment in the 

California Equity Fund and in Bankers' Small Business Community Development 

Corporation of Orange County, Orange, California.

- Approved, February 18, 1999 

Forms

Ongoing Intermittent Survey of Households (FR 3016) -- extension with revision.

- Proposed, February 10, 1999 (AC)

International Operations

BA FSC Holdings, Inc., San Francisco, California -- to establish a branch in Tokyo, 

Japan.

- Approved, February 18, 1999 

Providian National Bank, Tilton, New Hampshire -- to establish a branch in London, 

England.

- Approved, February 18, 1999 

Regulations And Policies

Regulation CC -- request for comment on proposed revisions of the official staff 

commentary concerning notices of returned checks and other technical changes 

(Docket No. R-1034).

- Approved, February 18, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
February 14, 1999 to February 20, 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

Bank in Boulder, Boulder, Colorado -- to establish a branch at 1290 E. First Avenue, 

Broomfield, Colorado.

- Approved, February 17, 1999 

Secretary

Bank of Greenville, Greenville, West Virginia -- to establish a branch at 298-300 

Stokes Drive, Hinton, West Virginia.

- Approved, February 18, 1999 

Richmond

Bank of Romney, Romney, West Virginia -- to establish a branch at Route 28 North, 

Springfield, West Virginia.

- Approved, February 17, 1999 

Richmond

Bank of Tidewater, Virginia Beach, Virginia -- to establish branches at 2089 General 

Booth Boulevard and 3801 Pacific Avenue.

- Approved, February 18, 1999 

Secretary

Capital Bank of North County, Carlsbad, California -- to establish branches at 1 

Lego Drive and in the vicinity of Encinitas, California.

- Approved, February 19, 1999 

San Francisco

Bank Holding Companies

Bancook Corporation, Cook, Nebraska -- waiver of application to acquire Nebraska 

State Bank, Western, Nebraska.

- Granted, January 4, 1999 (AC)

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Bank Holding Companies

Carolina First Corporation, Greenville, South Carolina -- request for relief from a 

commitment.

- Granted, January 13, 1999 (AC)

Richmond

Chelsea Bancshares, Inc., Chelsea, Oklahoma -- to acquire Bank of Chelsea.

- Approved, February 16, 1999 

Kansas City

Commerce Bancorp, Inc., Cherry Hill, New Jersey -- waiver of application to merge 

with Community First Banking Company, Tinton Falls, New Jersey.

- Approved, December 3, 1998 (AC)

Philadelphia

Farmers State Bancshares, Inc., Bangor, Wisconsin -- to acquire Farmers State Bank.

- Approved, February 18, 1999 

Minneapolis

First National Bank of Tom Bean Bankshares, Inc., Tom Bean, Texas -- to acquire 

First National Bank of Tom Bean.

- Withdrawn, February 19, 1999 

Dallas

Great Southern Bancorp, Inc., Springfield, Missouri -- to acquire shares of Guaranty 

Federal Bancshares, Inc. and Guaranty Federal Savings Bank.

- Approved, February 18, 1999 

St. Louis

John R. Turner Holding Company, Jackson, Kentucky -- to acquire Marie R. Turner 

Holding Company.

- Approved, January 8, 1999 (AC)

Cleveland

Monument Bancshares, Inc., Poland, Ohio -- to acquire shares of Monument 

National Bank, Ridgecrest, California.

- Approved, February 18, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Bank Holding Companies

North Texas Future Bankshares, Inc., Whitewright, Texas -- to acquire First 

National Bank of Whitewright, Sherman, Texas.

- Approved, February 19, 1999 

Dallas

Northern Trust Corporation, Chicago, Illinois -- request for waiver of commitment.

- Withdrawn, February 10, 1999 (AC)

Chicago

Royal Bank of Canada, Montreal, Canada -- to acquire, through RBC Holdings 

(USA) Inc., New York, New York, Bull & Bear Securities, Inc. and engage in 

securities brokerage and related services.

- Approved, January 11, 1999 (AC)

New York

Troy Financial Corporation, Troy, New York -- to become a bank holding company 

with respect to The Troy Savings Bank.

- Approved, February 16, 1999 

New York

Union Bankshares Corporation, Bowling Green, Virginia -- waiver of notification to 

acquire CMK Corporation, d/b/a Mortgage Capital Investors, Springfield, Virginia.

- Granted, January 4, 1999 (AC)

Richmond

Waukesha Bankshares, Inc., Wauwatosa, Wisconsin -- to acquire Sunset Bank & 

Savings, Waukesha, Wisconsin.

- Approved, February 17, 1999 

Chicago

Bank Mergers

F&M Bank-Northern Virginia, Fairfax, Virginia -- to merge with Security Bank 

Corporation, Manassas, Virginia.

- Approved, February 17, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Capital Stock

Capital Commerce Bancorp, Inc., Milwaukee, Wisconsin -- redemption of shares.

- Approved, February 19, 1999 

Chicago

Change In Bank Control

Clement Bancshares, Inc., Plainview, Arkansas -- change in bank control.

- Permitted, February 17, 1999 

St. Louis

First Howard Bancshares, Inc., Cherryvale, Kansas -- change in bank control.

- Permitted, February 18, 1999 

Kansas City

Southern Colorado Corp., Pagosa Springs, Colorado -- change in bank control.

- Permitted, February 18, 1999 

Kansas City

Competitive Factors Reports

Austin Bank, Texas, N.A., Jacksonville, Texas -- report on competitive factors of the 

proposed merger with Austin Bank, N.A., Longview, Texas.

- Submitted, February 16, 1999 

Dallas

Bank Midwest, N.A., Kansas City, Missouri -- report on competitive factors of the 

proposed acquisition of assets and assumption of liabilities of the Marshall, Missouri, 

branch of Mercantile Bank, N.A., St. Louis, Missouri.

- Submitted, February 16, 1999 

Kansas City

Citywide Bank of Denver, Denver, Colorado -- report on competitive factors of the 

proposed merger with Aurora National Bank, Aurora, Colorado, and Aurora 

National Bank/South.

- Submitted, February 16, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Competitive Factors Reports

Downingtown National Bank, Downingtown, Pennsylvania -- report on competitive 

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

of the Kennett Square branch of Keystone Financial Bank, National Association, 

Harrisburg, Pennsylvania.

- Submitted, February 18, 1999 

Philadelphia

Enterprise Bank, N.A., Omaha, Nebraska -- report on competitive factors of the 

proposed merger with First National Bank of Akron, Akron, Colorado.

- Submitted, February 16, 1999 

Kansas City

First National Bank, Paducah, Texas -- report on competitive factors of the proposed 

acquisition of a branch of First National Bank in Lockney, Lockney, Texas.

- Submitted, February 16, 1999 

Dallas

First Security Bank and Trust Company, Norton, Kansas -- report on competitive 

factors of the proposed merger with The Exchange Bank of Lenora, Lenora, Kansas.

- Submitted, February 17, 1999 

Kansas City

Manufacturers Bank of Florida, Tampa, Florida -- report on competitive factors of 

the proposed merger with Manufacturers Interim Bank.

- Submitted, February 17, 1999 

Atlanta

New Farmers State Bank, Bangor, Wisconsin -- report on competitive factors of the 

proposed merger with Farmers State Bank.

- Submitted, February 18, 1999 

Minneapolis

New Oklahoma State Bank, Oklahoma City, Oklahoma -- report on competitive 

factors of the proposed merger with Oklahoma State Bank, Guthrie, Oklahoma.

- Submitted, February 17, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Competitive Factors Reports

Oceanside Bank, Jacksonville, Florida -- report on competitive factors of the 

proposed merger with Oceanside Interim Bank.

- Submitted, February 17, 1999 

Atlanta

Peoples State Bank of Munising, Munising, Michigan -- report on competitive 

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

Grand Marais, Michigan, branch of North Country Bank and Trust, Manistique.

- Submitted, February 18, 1999 

Minneapolis

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

competitive factors of the proposed acquisition by merger of Langham Creek 

National Bank, Houston, Texas.

- Submitted, February 18, 1999 

Secretary

Sterling Bank, Houston, Texas -- report on competitive factors of the proposed 

merger with Clear Lake National Bank.

- Submitted, February 16, 1999 

Dallas

Tracy State Bank, Tracy, Minnesota -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of the Tracy and 

Balaton, Minnesota, branches of 21st Century Bank, Rogers.

- Submitted, February 17, 1999 

Minneapolis

Extensions Of Time

Capital Bank Corporation, Raleigh, North Carolina -- extension to May 31, 1999, to 

acquire Capital Bank and Home Savings Bank of Siler City, Inc., SSB, Siler City, 

North Carolina.

- Granted, February 16, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Extensions Of Time

Colonial Bank, Montgomery, Alabama -- extension to February 18, 2000, to 

establish a branch at Lot 3 of Spruce Creek Business Center 2, US Highway 27/441 

West, Summerfield, Florida.

- Granted, February 18, 1999 

Atlanta

Limberlost Bancshares, Inc., Geneva, Indiana -- extension to April 30, 1999, to 

acquire Bank of Geneva.

- Granted, February 18, 1999 

Chicago

Merchants Holding Company, Winona, Minnesota -- extension to May 26, 1999, to 

acquire Primo Financial Services, Inc., Hastings, Minnesota.

- Granted, February 19, 1999 

Minneapolis

Wells Fargo & Company, San Francisco, California -- extension to May 25, 1999, to 

acquire Metropolitan Bancshares, Inc., Parker, Colorado, and Bank of Parker.

- Granted, February 17, 1999 

San Francisco

International Operations

Bankers International Corporation, New York, New York -- waiver of remainder of 

the 45-day notification period to invest in certain special purpose companies.

- Granted, February 12, 1999 (AC)

Director, BS&R

Bankers International Corporation, New York, New York -- waiver of the remainder 

of the 45-day notification period to purchase indirectly a U.K. leasing company.

- Granted, February 19, 1999 

Director, BS&R

Membership

Community Bank of Elkhorn, Elkhorn, Wisconsin -- to become a member of the 

Federal Reserve System.

- Approved, February 16, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority February 14, 1999 to February 20, 1999

Membership

Covington County Bank, Andalusia, Alabama -- to become a member of the Federal 

Reserve System.

- Approved, February 17, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco de la Ciudad de Buenos Aires, Buenos Aires, Argentina,

to establish a representative office in New York, New York.

Newspaper – 03/10/1999

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

representative office in New York, New York.

Newspaper – N/Avail

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

branch in New York, New York.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(5) Lakeland Bancorp, Inc., Oak Ridge, New Jersey, to acquire a

100 percent of the voting shares of High Point Financial

Corporation, Branchville, New Jersey, and thereby indirectly

acquire its wholly-owned bank subsidiary, The National Bank of

Sussex County, Branchville, New Jersey.*

Newspaper – 03/04/1999

Fed Reg – 03/12/1999

3(a)(3) Banco Santander, S.A., Madrid, Spain, to acquire more than

5 percent of the common stock of Banco Central

Hispanoamericano, S.A., Madrid, Spain (“BCH”), and thereby

to acquire all of the outstanding stock of BCH-USA, New York,

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) Westdeutsche Landesbank Girozentrale, Duesseldorf, Federal

Republic of Germany, to engage, de novo, through its

subsidiary, WestLB Panmure Securities Inc., New York, New

York, in financial and investment advisory 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

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, February 20, 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 located at 1950 Old Philadelphia Pike,

Greenfield, County of Lancaster, PA..

02/22/1999

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, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notice from Savings Bank and Trust Company,

Orrville, OH on 02/17/1999 of its intent to establish a branch at

202 Federal Avenue, NW, Massillon, OH.

02/25/1999

Branch Received notice from Cortland Savings and Banking Company,

Cortland, OH on 02/18/1999 of its intent to establish a branch at

815 Youngstown-Warren Rd., Suite #1, Niles, OH.

02/24/1999

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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Greenwood Bank & Trust, Greenwood, South Carolina, to

establish a branch at 537 Highway 72 Bypass West,

Greenwood, South Carolina.*

Newspaper – 02/25/1999

Branch Virginia Commerce Bank, Arlington, Virginia, to establish

a branch at 374 Maple Avenue, East, Vienna, Virginia.*

Newspaper – 02/28/1999

Branch Rockingham Heritage Bank, Harrisonburg, Virginia, to

establish a branch at 51 Franklin Street, Weyers Cave,

Virginia.*

Newspaper – 03/04/1999

Branch Centura Bank, Rocky Mount, North Carolina, to establish a

branch in the Hannaford Brothers Store at 7852 Rea Road,

Charlotte, North Carolina.*

Newspaper – 03/12/1999

Branch Centura Bank, Rocky Mount, North Carolina, to establish a

branch in the Hannaford Brothers Store at 1405 Suite B,

West Williams Street, Apex, North Carolina.*

Newspaper – 03/12/1999

*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)(1) Millennium Bankshares Corporation, Reston, Virginia, to

become a bank holding company through the acquisition of

100% of the voting shares of Millennium Bank, N.A., Reston,

Virginia (in organization).*

Fed Reg – 03/02/1999

Newspaper – 03/02/1999

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

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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch United Bank and Trust Company, St. Petersburg, Florida, to

establish a branch located at 7490 Bryan Dairy Road, Largo,

Florida.

02/26/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Community Capital Bancshares, Inc., Albany, Georgia, to

become a bank holding company by acquiring Albany Bank &

Trust, N.A., Albany, Georgia (in organization).

N/Avail*

3(a)(3) Habersham Bancorp, Cornelia, Georgia, to acquire 45.91 percent

of the outstanding shares of CB Financial Corporation,

Warrenton, Georgia, and thereby indirectly acquire Citizens

Bank, Warrenton, Georgia.

N/Avail*

3(a)(1) Community First Bancshares, Inc., New Iberia, Louisiana, to

become a bank holding company by acquiring Community First

Bank, New Iberia, Louisiana (in organization).

N/Avail*

3(a)(5) Citizens Corporation, Columbia, Mississippi, to merge with

Walthall Capital Group, Inc., Tylertown, Mississippi, and

thereby directly acquire Walthall Citizens Bank, Tylertown,

Mississippi.

Fed Reg - 03/19/1999*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

304034 First Newton Bank

Post Office Box 1107

Covington, Georgia 30209

11/16/1998 02/16/1999 S 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, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch UnionBank

Streator, Illinois

 1403 13th Avenue

 Mendota, Illinois

Newspaper – 3/10/1999

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

Type Application

Ending date of

comment period

3(a)(3) ANB Corporation*

Muncie, Indiana

 Farmers State Bancorp

 Union City, Ohio

 Farmers State Bank of Union City

 Union City, Ohio

Fed Reg – 3/5/1999

Newspaper – 3/5/1999

3(a)(3) Bloomfield Hills Bancorp, Inc.*

Bloomfield Hills, Michigan

 Bank of Rochester (in organization)

 Rochester, Michigan

Fed Reg - 3/18/1999

Newspaper – N/Avail

3(a)(3) Goodenow Bancorporation*

Okoboji, Iowa

 Southwest State Bank

 Windom, Minnesota

Fed Reg – 3/18/1999

Newspaper – N/Avail

3(a)(1) Midwest Bancorporation, Inc.*

Okoboji, Iowa

 Southwest State Bank

 Windom, Minnesota

Fed Reg – 3/18/1999

Newspaper – N/Avail

CIC Evans Bancshares, Inc.

Evandsdale, Iowa

 By LeRoy L. Gray

Fed Reg – 3/11/1999

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

Type Application

Ending date of

comment period

CIC First Midwest Financial, Inc.

Storm Lake, Iowa

 By James S. Haahr, James T. Haahr, Ellen E. Moore and

 Troy Moore III

Fed Reg – 2/23/1999

Newspaper – 2/24/1999

* 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) Ambank Company, Inc.

Sioux Center, Iowa

 To engage de novo in lending and leasing activities

Fed Reg – 3/11/1999

4(c)(8) NCB Holdings, Inc.

Chicago, Illinois

 Century Financial Company, LLC

 Chicago, Illinois and thereby to engage in securities brokerage

 activities.

Fed Reg – 3/10/1999

Fed Reg - Federal Register Comment Period Ending Date

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

15536 Pullman Bank and Trust

1000 E. 111th Street

Chicago, Illinois 60628

(773) 608-8351

11/12/1998 2/19/1999 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, February 20, 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 Independence Bancorp, New Albany, Indiana, to

acquire Crawford Financial Corporation, Indianapolis, Indiana.

Newspaper – N/Avail.

Fed Reg – N/Avail.

CIC Notice involving Leitchfield Deposit Bancshares, Inc.,

Leitchfield, Kentucky, by the Leitchfield Deposit Bancshares,

Inc. Employee Stock Ownership Plan, Leitchfield, Kentucky

(previously reported during the week ending February 13, 1999).

Newspaper – 3/10/1999

Fed Reg – 3/4/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(5)(C) Notice by Capital Bancshares, Inc., Little Rock, Arkansas, to

acquire The Capital Bank, Little Rock, Arkansas.

SMBOTH Notice by First Illinois Bank, East St. Louis, Illinois, to make a

dividend payment.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, February 20, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch Northwestern Bank, Chippewa Falls, Wisconsin, to purchase

certain assets and assume certain liabilities of the Boyd,

Wisconsin branch of M&I Community State Bank, Eau Claire,

Wisconsin, and incident thereto establish a branch.*

3/20/1999

* 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) Northfield Bancshares, Inc., Northfield, Minnesota, for prior

approval to acquire 100% of the voting shares of RCB Holding

Co., Roseville, Minnesota.*

Fed Reg - 03/22/1999

CIC Steven J. Huston to acquire control of Rockford Bancorporation,

Inc., Rockford, Minnesota.

Fed Reg - 03/09/1999

* 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

4(c)(8) Community First Bankshares, Inc., Fargo, North Dakota, to

engage in general insurance agency activities in a community

with a population of less than 5,000 through the acquisition of

assets from the Thad Scholl Insurance Agency, LLC, Holyoke,

Colorado.

Fed Reg - 03/10/1999
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

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, February 20, 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) Community State Bancshares, Inc., Wichita, Kansas, to become

a bank holding company through the acquisition of 100 percent

of the voting shares of Community Bank of Wichita, Inc.,

Wichita, Kansas, a de novo bank in organization.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) Local Financial Corporation, Oklahoma City, Oklahoma, to

become a bank holding company through the acquisition of 100

percent of the voting shares of Local Oklahoma Bank, N.A.,

Oklahoma City, Oklahoma, formerly Local Federal Bank,

F.S.B., Oklahoma City, Oklahoma.

Newspaper – 03/11/1999

Fed Reg – 03/11/1999

CIC Gregg P. and Janet L. Lewis, Osawatomie, Kansas, to control

29.4 percent; and Gordon G. and Susette Lewis, Naples, Florida,

to control 28.01 percent of the voting shares of Osawatomie

Agency, Inc., Osawatomie, Kansas; and thereby indirectly

acquire First Option Bank, Osawatomie, Kansas.

Newspaper –02/24/1999

Fed Reg – 03/12/1999

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

275554 Citizens Bank of Tulsa

Tulsa, Oklahoma

11/16/1998 02/16/1999 S X

21256 State Bank of Burrton

Burrton, Kansas

11/16/1999 02/17/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, February 20, 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)(1)

3(a)(1)

3(a)(1)

Bauer Management, Inc., Port Lavaca, TX, to acquire

Bauer Investments, Ltd., Port Lavaca, TX,

The First National Bank, Port Lavaca, TX, and

Seaport Bank, Seadrift, TX*

(Previously reported the week ending January 23, 1999)

Bauer Investments, Ltd., Port Lavaca, TX, to acquire

The First National Bank, Port Lavaca, TX, and

Seaport Bank, Seadrift, TX*

(Previously reported the week ending January 23, 1999)

First Louisiana Bancshares, Inc., Shreveport, LA, to acquire

First Louisiana Bank, Shreveport, LA (de novo)*

Security Pecos Bancshares, Inc., Pecos, TX, to acquire

Security Delaware Pecos Bancshares, Inc., Dover, DE, and

The Security State Bank of Pecos, Pecos, TX*

Security Delaware Pecos Bancshares, Inc., Dover, DE, to

acquire The Security State Bank of Pecos, Pecos, TX*

Fed Reg – 02/25/1999

Newspaper – 03/01/1999

Fed Reg – 02/25/1999

Newspaper – 03/01/1999

Fed Reg – N/Avail

Newspaper – N/Avail

Fed Reg – 03/22/1999

Newspaper – N/Avail

Fed Reg – 03/22/1999

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

3(a)(1) The First National Bank of Tom Bean Banc Shares, Inc., Tom

Bean, TX, to acquire The First National Bank of Tom Bean,

Tom Bean, TX*

*Subject to the provisions of the Community Reinvestment Act

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, February 20, 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

4(c)(8) Eggemeyer Advisory Corp., WJR Corp., Castle Creek Capital,

LLC, Castle Creek Capital Partners Fund-I, L.P., Castle Creek

Capital Partners Fund IIa, L.P., and Castle Creek Capital

Partners Fund IIb, L.P., all of Rancho Santa Fe, California, to

engage in nonbanking activities by acquiring more than 5

percent of Union Acceptance Corp., Indianapolis, Indiana.

Member Rancho Bernardo Community Bank, San Diego, California, to

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

Type Application

208.22(d) of

Regulation H

Hanmi Bank, Los Angeles, California, to make equity

investments in the amounts of $20,000 in The Clearinghouse

Community Development Financial Institution,, Lake Forest,

California, and $820,000 in California Corporate Tax Credit

Fund II, Boston, Massachusetts.

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

2453132 Pierce Commercial

5821 Sprague Court

Tacoma, WA 98411

(253) 471-1500

11/02/1998 02/18/1999 S X

92162 American Pacific Bank

121 SW Morrison St., Suite 900

Portland, OR 92704

(503) 221-5801

10/05/1998 02/19/1999 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