Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 51

Week Ending December 18, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 12, 1999 to December 18, 1999

Advisory Councils

Consumer Advisory Council -- appointment of seven new members and designation 

of Dwight Golann as Chair and Lauren Anderson as Vice Chair for 2000.

- Approved, December 13, 1999 

Bank Holding Companies

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

Bancshares, Inc., Atlanta, Georgia, and four subsidiary banks: Premier Bank; Bank 

Atlanta, Decatur; Farmers and Merchants Bank, Summerville; and Milton National 

Bank, Roswell.

- Approved, December 17, 1999 

First Security Corporation, Salt Lake City, Utah -- to merge with Zions 

Bancorporation and thereby acquire its subsidiary banks and nonbanking subsidiaries 

and engage in certain permissible nonbanking activities.

- Approved, December 13, 1999 

International Operations

Bank of America, N.A., Charlotte, North Carolina -- to invest through its London 

branch in two de novo subsidiaries, Manele Bay I Ltd. and Manele Bay II Ltd., 

Channel Islands, United Kingdom.

- Approved, December 13, 1999 

Regulations And Policies

Asset securitization activities -- joint statement by federal bank regulatory agencies, 

"Interagency Guidance on Asset Securitization Activities."

- Published, December 13, 1999 

Regulation C -- increase to $30 million in the asset-size exemption threshold for 

depository institutions that are required to report data under the Home Mortgage 

Disclosure Act.

- Approved, December 15, 1999 

Reserve Bank Services

Federal Reserve priced services -- fee schedules for 2000.

- Approved, December 17, 1999 

Federal Reserve priced services -- private sector adjustment factor for 2000.

- Approved, December 17, 1999 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions December 12, 1999 to December 18, 1999

Enforcement

Arab American Bank, New York, New York -- written agreement, dated November 

30, 1999, with the Federal Reserve Bank of New York.

- Announced, December 14, 1999 

TransAlliance, LP, Bellevue, Washington -- interagency written agreement, dated 

May 21, 1999, terminated December 13, 1999.

- Announced, December 13, 1999 

(AC) = Addition or Correction Board - Page 2 of 2
December 12, 1999 to December 18, 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

Fifth Third Bank of Florida, Naples, Florida -- to establish a branch at 625 Fifth 

Avenue.

- Approved, December 15, 1999 

Atlanta

Interchange State Bank, Saddle Brook, New Jersey -- to establish a branch at 161 

North Franklin Turnpike, Ramsey, New York.

- Approved, December 17, 1999 

New York

Metro-County Bank of Virginia, Inc., Mechanicsville, Virginia -- to establish a 

branch at 3124 West Broad Street, Richmond.

- Approved, December 16, 1999 

Richmond

Placer Sierra Bank, Auburn, California -- to establish a branch at 3919 Park Drive, El 

Dorado Hills.

- Approved, December 8, 1999 (AC)

San Francisco

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- to acquire additional 

shares of Signio, Inc., Redwood City, California.

- Approved, December 14, 1999 

Richmond

Bob S. Prince Insurance Agency, Inc., McLeansboro, Illinois -- to become a bank 

holding company through the retention of shares of Market Street Bancshares, Inc., 

Mt. Vernon; and to operate an insurance agency in a town with a population not 

exceeding 5,000.

- Approved, December 13, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Bank Holding Companies

Chesapeake Bancorp Employee Stock Ownership Plan, Chestertown, Maryland -- to 

become a bank holding company through additional investment in Chesapeake 

Bancorp.

- Approved, December 13, 1999 

Richmond

China Trust Holding N.V., Curacao, Netherlands Antilles -- to form a bank holding 

company, China Trust Capital A/S, Denmark, to acquire control of China Trust 

Capital BV, Amsterdam, The Netherlands; China Trust Holdings Corporation, New 

York, New York; and China Trust Bank (USA), Torrance, California.

- Approved, December 13, 1999 

New York

Community Bancshares of Mississippi, Inc., Employee Stock Ownership Plan, 

Brandon, Mississippi -- modification of a commitment.

- Approved, December 16, 1999 

Atlanta

CSB Bancshares, Inc., Amended Employee Stock Ownership Plan, Ellsworth, 

Kansas -- to acquire shares of CSB Bancshares, Inc.

- Approved, December 2, 1999 (AC)

Kansas City

F&M National Corporation, Winchester, Virginia -- to acquire The State Bank of the 

Alleghenies, Covington.

- Approved, December 16, 1999 

Richmond

First Citizens Bancorporation of South Carolina, Inc., Columbia, South Carolina -- 

to retain shares of Heritage Bancorp, Inc., Laurens, and Great Pee Dee Bancorp, 

Inc., Cheraw.

- Approved, December 15, 1999 

Richmond

Gold Banc Corporation, Inc., Leawood, Kansas, and Gold Banc Acquisition 

Corporation XIII, Inc. -- to acquire DSP Investments, Limited, La Cygne.

- Approved, December 16, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Bank Holding Companies

Gold Banc Inc., Leawood, Kansas, and Gold Banc Acquisition Corporation XI -- to 

acquire American Bancshares, Inc., Bradenton, Florida.

- Approved, December 15, 1999 

Kansas City

Humboldt Bancorp, Eureka, California -- to acquire Capital Thrift & Loan 

Association, Napa, and thereby engage in industrial banking.

- Returned, December 14, 1999 

San Francisco

Norton Bancshares, Inc., Norton, Kansas -- to acquire Consolidated Insurance, Inc., 

Hill City, and Consolidated State Bank.

- Approved, December 16, 1999 

Kansas City

The Sanwa Bank, Ltd., Osaka, Japan -- to acquire an interest in Identrus, LLC, New 

York, New York.

- Withdrawn, December 16, 1999 

San Francisco

Steinauer Bancorp, Steinauer, Nebraska -- to acquire Bank of Steinauer.

- Approved, December 15, 1999 

Kansas City

Walden Financial Group, Inc., Pocahontas, Arkansas -- to acquire, through merger, 

Rainbow Investment Company, Inc., Tuckerman, and to engage in lending activities.

- Approved, December 15, 1999 

St. Louis

Wells Fargo & Company, San Francisco, California -- to acquire North County 

Bancorp, Escondido, and North County Bank.

- Approved, December 15, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Bank Holding Companies

Wells Fargo & Company, San Francisco, California -- to acquire First Place Financial 

Corporation, First National Bank of Farmington, and FPFC Management LLC, all of 

Farmington, New Mexico; Capital Bank, Albuquerque; Western Bank, Gallup; and 

Burns National Bank of Durango, Durango, Colorado.

- Approved, December 17, 1999 

San Francisco

Bank Mergers

First Security Bank of Nevada, Las Vegas, Nevada -- to merge with Nevada State 

Bank and thereby establish branches.

- Approved, December 16, 1999 

Secretary

Change In Bank Control

Deerfield Financial Corporation, Madison, Wisconsin -- change in bank control.

- Permitted, December 14, 1999 

Chicago

First Bancshares, Inc., San Luis Obispo, California -- change in bank control.

- Permitted, December 17, 1999 

San Francisco

First National Bancshares in Newton, Inc., Newton, Illinois. -- change in bank 

control.

- Permitted, December 16, 1999 

St. Louis

GNB Bankshares Corporation, Grundy, Virginia -- change in bank control.

- Permitted, December 17, 1999 

Richmond

Town and Country Bancshares, Inc., Stephenville, Texas -- change in bank control.

- Permitted, December 16, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Change In Bank Control

Wyoming Bankshares, Inc., Wyoming, Minnesota -- change in bank control.

- Permitted, December 13, 1999 

Minneapolis

Competitive Factors Reports

Anna State Bank, Anna, Illinois -- report on competitive factors of the proposed 

merger with ASB Interim Bank.

- Submitted, December 17, 1999 

St. Louis

Enterprise Bank and Trust Company, Lowell, Massachusetts -- report on 

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

certain liabilities of the Billerica and Chelmsford branches of Fleet National Bank, 

Providence, Rhode Island.

- Submitted, December 2, 1999 (AC)

Boston

First Bank, Upper Michigan, Gladstone, Michigan -- report on competitive factors of 

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

Garden branch of North Country Bank & Trust, Manistique.

- Submitted, December 13, 1999 

Minneapolis

First Federal Savings and Loan Association, Cheraw, South Carolina -- report on 

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

liabilities of the Florence branch of Coastal Federal Savings Bank, Myrtle Beach.

- Submitted, December 17, 1999 

Richmond

First State Community Bank, Farmington, Missouri -- report on competitive factors 

of the proposed merger with the Portageville branch of First Commercial Bank, 

Gideon.

- Submitted, December 16, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Competitive Factors Reports

First-Citizens Bank and Trust Company of South Carolina, Columbia, South 

Carolina -- report on competitive factors of the proposed purchase of assets and 

assumption of deposit liabilities of the Coward, Lake City, and Summerton branches 

of The National Bank of South Carolina, Sumter.

- Submitted, December 16, 1999 

Richmond

Harleysville Savings Bank, Harleysville, Pennsylvania -- report on competitive 

factors of the proposed merger with Harleysville Interim Savings Bank.

- Submitted, December 13, 1999 

Philadelphia

The Havana National Bank, Havana, Illinois -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Havana and 

Lewistown branches of Associated Bank Illinois, National Association, Rockford.

- Submitted, December 14, 1999 

Chicago

South Carolina Community Bank, Columbia, South Carolina -- report on competitive 

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

liabilities of the Columbia and Sumter branches of The National Bank of South 

Carolina, Sumter.

- Submitted, December 16, 1999 

Richmond

Stone City Bank of Bedford, Bedford, Indiana -- report on competitive factors of the 

proposed merger with New Stone City Bank, an interim bank.

- Submitted, December 17, 1999 

St. Louis

Extensions Of Time

First Community Bank, Debary, Florida -- extension to December 16, 2000, to 

establish a branch on U.S. Highway 17-92, DeLand.

- Granted, December 15, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority December 12, 1999 to December 18, 1999

Extensions Of Time

Pioneer Bank & Trust, Belle Fourche, South Dakota -- extension to April 6, 2000, to 

establish a branch in Rapid City.

- Granted, December 17, 1999 

Minneapolis

Satilla Financial Services, Inc., St. Marys, Georgia -- extension to December 16, 

2000, to become a bank holding company through the acquisition of Satilla 

Community Bank, a de novo bank.

- Approved, December 16, 1999 

Atlanta

Membership

Gold Bank, Leawood, Kansas -- to retain membership in the Federal Reserve System 

after conversion from a nationally chartered institution.

- Approved, December 16, 1999 

Kansas City

Williamette Valley Bank, Salem, Oregon -- membership in the Federal Reserve 

System.

- Approved, December 15, 1999 

San Francisco

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Port Financial Corp., Cambridge, Massachusetts - to become a

bank holding company through the acquisition of Cambridgeport

Bank, Cambridge, Massachusetts *

Newspaper - 01/12/2000

Fed Reg- 01/07/2000

* Corrected: Newspaper and Federal Register comment period ending dates were inadvertently reversed last

week.

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, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banca Intessa S.P.A., Milano, Italy, to establish a branch in

New York, New York, and to establish representative offices in

Chicago, Illinois and San Francisco, California.

Newspaper – N/Avail

FBSEA UBS AG, Zurich, Switzerland, to establish a representative

office in Boston, Massachusetts.

Newspaper – N/Avail

FBSEA Credit Commercial de France, Paris, France, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Porto, Portugal, to establish a

representative office in Miami, Florida.

Newspaper – N/Avail

FBSEA Turkiye Is Bankasi A.S., Ankara, Turkey, to establish a

representative office in New York, New York.

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Banco Santander Central Hispano, S.A., Madrid, Spain, to

acquire up to 9.64 percent of The Royal Bank of Scotland Group

Plc, Edinburgh, Scotland.*

Newspaper – N/Avail

Fed Reg – 01/03/2000

3(a)(1) Dime Bancorp, Inc., New York, New York (“Dime”), to become

a bank holding company, in connection with the proposed

merger of Hudson United Bancorp, Mahwah, New Jersey

(“Hudson”), with and into Dime, and thereby acquire all of the

issued and outstanding stock of Hudson’s subsidiary, Hudson

United Bank, Mahwah, New Jersey, a nonmember commercial

bank. At the effective time of the merger, Dime will change its

name to Dime United Bancorp, Inc..*

Newspaper – 01/06/2000

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) Toronto-Dominion Bank, Toronto, Canada, to acquire all of the

shares of CTUSA, F.S.B., Naples, Florida.

Fed Reg – 01/10/2000

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, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bryn Mawr Trust Company, Bryn Mawr, PA, to establish a

branch office at White House Village, 535 Gradyville Road,

Newtown, Square, Delaware County, PA

01/06/2000

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, December 18, 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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Virginia Commonwealth Financial Corporation, Culpeper,

Virginia, for prior approval to acquire Caroline Savings

Bank, Bowling Green, Virginia.*

Fed Reg - 01/10/2000

Newspaper - 01/08/2000

3(a)(3) Bank of America Corporation and NB Corporation, both

located in Charlotte, North Carolina, for prior approval to

acquire Bank of America Oregon, National Association (in

organization), Portland, Oregon.*

Fed Reg - N/Avail

Newspaper - N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2751977 Albemarle First Bank

1265 Seminole Trail

Charlottesville, Virginia 22901

09/07/1999 12/18/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Compass Bank, Birmingham, Alabama, to merge with Compass

Bank – Colorado, Englewood, Colorado (presently known as

Mega Bank, Englewood, Colorado).

N/Avail*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

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

Wewahitchka, Florida, to acquire 43 percent of the outstanding

shares of Gulf Coast Bancshares, Inc., Wewahitchka, Florida

(in organization), and thereby acquire Wewahitchka State Bank,

Wewahitchka, Florida.

01/14/2000*

3(a)(3) nbank.Corp, Inc., Commerce, Georgia (formerly First

Commerce Bancorp, Inc., Commerce, Georgia), to acquire First

Commerce Bank, N.A., Commerce, Georgia (in organization).

01/22/2000*

3(a)(3) Whitney Holding Corporation, New Orleans, Louisiana, to

acquire Bank of Houston, Houston, Texas.

01/06/2000*

*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

Member The Bank, Warrior, Alabama, to become a member of the

Federal Reserve System.

WAIVR Compass Bancshares, Inc., Birmingham, Alabama, application

waiver request for the proposed merger with Compass Bank –

Colorado, Englewood, Colorado (presently known as Mega

Bank, Englewood, Colorado).

3(a)(1) Apalachicola State Banking Corporation, Apalachicola, Florida,

notice to become a bank holding company by acquiring

Apalachicola State Bank, Apalachicola, Florida.

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

808037 PanAmerican Bank

888 Brickell Avenue

Miami, Florida 33131

(305) 377-0371

07/12/1999 12/13/1999 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, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Friendship State Bank

Friendship, Indiana

 430 West US 50

 Versailles, Indiana

Newspaper – 01/04/2000

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

S/R Horizon Bancorp

Michigan City, Indiana

 To redeem 107,879 shares of common stock
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 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, December 18, 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(j)(5)(B) Notice by Bootheel Bancorp, Inc., Bernie, Missouri, to acquire

Poplar Bluff Computer Services, Inc., Poplar Bluff, Missouri,

and thereby engage in data processing activities, pursuant to

Section 225.28(b)(14)(i) of Regulation Y.

Member Notice by National Bank of Commerce, Memphis, Tennessee, to

become a state chartered member of the Federal Reserve

System.
Section V – Availability of CRA public evaluations

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

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

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

regulation was revised in May 1995.

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

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

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, December 18, 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) Hunter Holding Company, Hunter, North Dakota, for prior

approval to merge with Coteau Hills Company, Gackle, North

Dakota.*

Fed Reg – 01/06/2000

3(a)(3) Otto Bremer Foundation and Bremer Financial Corporation,

both of St. Paul, Minnesota, for prior approval to acquire 100%

of the voting shares of Northwest Equity Corp., Amery,

Wisconsin.*

Fed Reg – 01/07/2000

3(a)(1) Pine Island Bancshares, Inc., Zumbrota, Minnesota, for prior

approval to become a bank holding company through the

acquisition of 86.9% of the voting shares of Security State Bank

of Pine Island, Pine Island, Minnesota.*

N/Avail.

3(a)(3) Zumbrota Agency, Inc., Zumbrota, Minnesota, for prior

approval to acquire 100% of the voting shares of Pine Island

Bancshares, Inc., Zumbrota, Minnesota, which is proposing to

acquire 86.9% of the voting shares of Tri County Investment

Company, Pine Island, Minnesota.*

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)LLE Zumbrota Agency, Inc., Zumbrota, Minnesota, and Pine Island

Bancshares, Inc., Zumbrota, Minnesota, to engage in general

insurance agency activities through the acquisition of Tri County

Investment Company, Pine Island, Minnesota.

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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) / Branch Pinnacle Bank, Papillion, Nebraska, for prior approval to merge

with Pinnacle Bank, Lincoln, Nebraska, and Crete State Bank,

Crete, Nebraska, and thereby establish branches.

Newspaper – 1/03/2000

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

Type Application

Ending date of

comment period

3(a)(3) Valley View Bancshares, Overland Park, Kansas, for prior

approval to acquire 90 percent of the voting shares of Bank of

Lee’s Summit, Lee’s Summit, Missouri.

Newspaper - 1/10/2000

3(a)(3) Team Financial ESOP, Paola, Kansas, for prior approval to

acquire 100 percent of the voting shares of Fort Calhoun

Investment Company, Fort Calhoun, Nebraska, and thereby

indirectly acquire Fort Calhoun State Bank, Fort Calhoun,

Nebraska.

Newspaper – 1/04/2000

3(a)(3) / 3(a)(1) Gold Banc Corporation, Inc., and Gold Banc Acquisition

Corporation XII, Inc., both of Leawood, Kansas, for prior

approval to acquire CountryBanc Holding Company, Edmond,

Oklahoma, and thereby, indirectly acquire People First Bank,

Hennessey, Oklahoma, and People First Bank, Elkhart, Kansas,

and American Heritage Bank, El Reno, Oklahoma.

FedReg – 1/10/2000

3(a)(3) Northern Missouri Bancshares, Unionville, Missouri, for prior

approval to acquire 100 percent of the voting shares of First

National Bancshares of Gallatin, Gallatin, Missouri.

N/Available

3(a)(3) First Mountain Company Profit Sharing/401K, Montrose,

Colorado for prior approval to acquire 40 percent of the voting

shares of First Mountain Company, Montrose, Colorado.

N/Available
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Team Financial ESOP, Paola, Kansas, to acquire Fort Calhoun

Investment Company, Fort Calhoun, Nebraska, and thereby

engage in insurance activities.

N/Available

4(c)(8) First National Corporation, Ardmore, Oklahoma, notice for prior

approval to engage in non-banking activities through the

acquisition of 33.33 percent interest in Southern Land Title

Services, Inc., Ardmore, Oklahoma.

N/Available

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

Type Application

Member Oklahoma State Bank, Oklahoma City, Oklahoma, for prior

approval to become a member of the Federal Reserve system.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

10858 Platte Valley State Bank and Trust

Company, Kearney, Nebraska

09/13/1999 12/14/1999 S X

285852 First Option Bank, Osawatomie,

Kansas

10/04/1999 12/16/1999 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, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Bryan Family Management Trust, Bryan, TX, and

Bryan Heritage Limited Partnership, Bryan, TX, to acquire

The First National Bank of Bryan, Bryan, TX*

(previously reported the week ending December 11, 1999)

Fed Reg – 01/10/2000

Newspaper – 12/30/1999

CIC The Fellows Family Limited Partnership, Ruidoso, NM, to

acquire an interest in First Alamogordo Bancorp of Nevada,

Inc., Reno, NV

Fed Reg – 01/06/2000

Newspaper – 12/23/1999

*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

647656 Bank of Houston

5115 Main Street

Houston, Texas 77002-9754

09/13/1999 12/18/1999 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, December 18, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Farmers & Merchants Bank of Central California, Lodi,

California, to establish a branch office at 14137 River Road,

Walnut Grove, California. *

Newspaper - 12/08/1999

Branch Farmers & Merchants Bank of Central California, Lodi,

California, to establish a branch office at 3500 Dale Road,

Modesto, California *

Newspaper - 12/08/1999

* 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) Bank of Whitman Employee Stock Ownership Plan, to increase

their ownership up to 44 percent of Whitman Bancorporation,

Inc., both of Colfax, Washington. *

Newspaper - 01/08/2000

Fed Reg - 01/14/2000

3(a)(3) Banque Nationale de Paris, Paris, France, to acquire up to 45

percent of BancWest Corporation, Honolulu, Hawaii. *

Newspaper - 01/10/2000

Fed Reg - 01/07/2000

* 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

S/R Millenium Bank, San Francisco, California, to pay a dividend in

the amount of $500,000 in 1Q2000, and to pay quarterly

dividends in the amount of $100,000 each, in 2000 and 2001.

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

1163171 Hacienda Bank

361 Town Center West

Santa Maria, California 93456

(805) 346-8000

08/16/1999 12/16/1999 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