Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 6

Week Ending February 6, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions January 31, 1999 to February 6, 1999

Bank Holding Companies

Banc Corporation, Birmingham, Alabama -- to merge with Emerald Coast 

Bancshares, Inc., Panama City Beach, Florida, and acquire Emerald Coast Bank after 

its conversion from a state-chartered savings bank to a federally chartered savings 

association.

- Approved, February 1, 1999 

BankAmerica Corporation, Charlotte, North Carolina; BancWest Corporation, 

Honolulu, Hawaii; BB&T Corporation, Winston-Salem, North Carolina; First Union 

Corporation, Charlotte; SunTrust Banks, Inc., Atlanta, Georgia; Wachovia 

Corporation, Winston-Salem, North Carolina; and Zions Bancorporation, Salt Lake 

City, Utah -- to acquire H&S Holding Company, Maitland, Florida, and to merge 

Honor Technologies, Inc., and Star Systems, Inc., San Diego, California, and engage 

in providing data processing, check verification, and management consulting services.

- Approved, February 1, 1999 

Istituto Bancario San Paolo di Torino-Istituto Mobiliare Italiano S.p.A., Turin, 

Italy -- to engage through Mabon Securities Corp., New York, New York, and 

Cedar Street Securities Corp. in certain nonbanking activities.

- Approved, February 1, 1999 

International Operations

Carolina First Corporation, Greenville, South Carolina -- to make an investment in 

Carolina First Guaranty Reinsurance, Ltd., Zetlands, Saint Kitts and Nevis.

- Approved, February 1, 1999 

Regulations And Policies

Credit risk management -- guidance to supervisors and bankers concerning 

counterparty credit risk management.

- Published, February 1, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
January 31, 1999 to February 6, 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

1st Source Bank, South Bend, Indiana -- to establish a branch at 720 South 11th 

Street, Niles, Michigan.

- Approved, February 3, 1999 

Chicago

EagleBank, Bethesda, Maryland -- to operate a mobile branch courier service at 

certain locations in the Washington, D.C., metropolitan area.

- Approved, February 3, 1999 

Richmond

Mid-Peninsula Bank, Palo Alto, California -- to establish a branch at 1255 Treat 

Boulevard, Walnut Creek, California.

- Approved, February 3, 1999 

San Francisco

Olathe State Bank, Olathe, Colorado -- to establish a branch at 102 Main Street, 

Delta, Colorado.

- Approved, February 3, 1999 

Kansas City

Twin River Community Bank, Easton, Pennsylvania -- to establish branches at 3815 

Linden Street, Bethlehem, Pennsylvania, and 2400 Schoenersville Road.

- Approved, February 4, 1999 

Philadelphia

Bank Holding Companies

Atlantic BancGroup, Inc., Jacksonville Beach, Florida -- to acquire Oceanside Bank.

- Approved, January 29, 1999 (AC)

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Bank Holding Companies

Bank of New York Company, New York, New York -- to engage through BNY 

Capital Markets, Inc. in specialist activities on the Philadelphia and Chicago stock 

exchanges.

- Approved, February 5, 1999 

New York

Bay View Capital Corporation, San Mateo, California -- to engage in check 

processing and financing activities through the retention of Regent Financial 

Corporation and Bay Commercial Finance Group.

- Withdrawn, January 13, 1999 (AC)

San Francisco

Bay View Capital Corporation, San Mateo, California -- to acquire Bay View Bank, 

National Association.

- Approved, February 2, 1999 

San Francisco

Capital Bancorp, Inc., Delhi, Louisiana -- to acquire Commercial Capital Bank.

- Approved, February 3, 1999 

Dallas

Eagle Financial Services, Inc., Berryville, Virginia -- transfer agent registration.

- Withdrawn, February 4, 1999 

Director, BS&R

Eggemeyer Advisory Corp., Rancho Santa Fe, California; Castle Creek LLC; and 

Castle Creek Capital Partners Fund-I, L.P. -- to acquire shares of Valley Bancorp, 

Inc., El Paso, Texas.

- Withdrawn, February 4, 1999 

San Francisco

First Business Bancshares, Inc., Madison, Wisconsin -- to acquire shares of Fox 

River Valley Bancorp, Inc., Appleton, Wisconsin, and First Business Bank of the Fox 

River Valley.

- Approved, February 3, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Bank Holding Companies

First DuPage Bancorp, Inc., Westmont, Illinois -- to acquire First DuPage Bank.

- Approved, February 2, 1999 

Chicago

First Merchants Corporation, Muncie, Indiana -- to acquire Jay Financial 

Corporation, Portland, Indiana, and First National Bank of Portland.

- Approved, February 2, 1999 

Chicago

Fountain View Bancorp, Inc., Sigourney, Iowa -- to acquire Keokuk County 

Bankshares, Inc. and Keokuk County State Bank.

- Approved, February 4, 1999 

Chicago

Fox River Valley Bancorp, Inc., Appleton, Wisconsin -- to acquire First Business 

Bank of the Fox River Valley.

- Approved, February 3, 1999 

Chicago

Grand Bancorp, Inc., Kingston, New Jersey -- to become a bank holding company 

with respect to Grand Bank, N.A.

- Approved, February 3, 1999 

New York

Intervest Bancshares Corporation, New York, New York -- to acquire Intervest 

National Bank.

- Approved, February 2, 1999 

Atlanta

Manufacturers Bancshares, Inc., Tampa, Florida -- to acquire Manufacturers Bank of 

Florida.

- Returned, February 4, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Bank Holding Companies

McLaughlin Holding Company, Moline, Illinois -- waiver of application in 

connection with certain changes to the organizational structure of Southeast National 

Bank of Moline.

- Granted, January 29, 1999 (AC)

Chicago

SouthTrust Corporation, Birmingham, Alabama -- waiver of application to merge 

with LCNB Bancorporation, Inc., Houston, Texas, and acquire Langham Creek 

National Bank.

- Granted, February 4, 1999 

Atlanta

Standard Bancshares, Inc., Evergreen Park, Illinois -- to acquire Norton Capital 

Corporation, Morris, Illinois, and Exchange Bank, Gardner.

- Approved, February 2, 1999 

Chicago

Bank Mergers

Baylake Bank, Sturgeon Bay, Wisconsin -- to merge with Baylake Bank, National 

Association and establish four branches.

- Approved, February 5, 1999 

Chicago

Banks, National

American National Bank and Trust Company of Shawnee, Shawnee, Oklahoma; 

Oklahoma National Bank of Duncan, Duncan; and United Bank, Oklahoma City -- to 

invest in the capital stock and participate in the credit card program of Security 

BankCard Center, Inc., Norman, Oklahoma.

- Approved, February 4, 1999 

St. Louis

Banks, State Member

First Banking Center-Burlington, Burlington, Wisconsin -- transfer agent registration.

- Withdrawn, February 4, 1999 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Capital Stock

Madison Holding Company, Winterset, Iowa -- redemption of shares.

- Approved, February 3, 1999 

Chicago

Change In Bank Control

North Valley Bank, Corning, Ohio -- change in bank control.

- Permitted, February 5, 1999 

Cleveland

Peoples Bancorp, Manchester, Tennessee -- change in bank control.

- Returned, February 2, 1999 

Atlanta

Peoples Bankshares, Inc., Eatonton, Georgia -- change in bank control.

- Permitted, January 29, 1999 (AC)

Atlanta

Competitive Factors Reports

Bank of Eastern Idaho, Idaho Falls, Idaho -- report on competitive factors of the 

proposed merger with Eagle Rock Savings Bank, Kennewick, Washington.

- Submitted, February 4, 1999 

San Francisco

Bank of Texas, Devine, Texas -- report on competitive factors of the proposed 

merger with Devine Acquisition Corporation.

- Submitted, February 3, 1999 

Dallas

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Commerce Bank Corporation, 

College Park, Maryland.

- Submitted, February 4, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Competitive Factors Reports

Chase Manhattan Bank, New York, New York -- report on competitive factors of 

the proposed merger with Texas Commerce Trust Company of New York.

- Submitted, February 5, 1999 

Secretary

First American Federal Savings Bank, Roanoke, Virginia -- report on competitive 

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

certain branches of National Commerce Bancorporation, Memphis, Tennessee.

- Submitted, February 5, 1999 

Richmond

First Charter National Bank, Concord, North Carolina -- report on competitive 

factors of the proposed merger with Home Federal Savings and Loan, Charlotte, 

North Carolina.

- Submitted, February 5, 1999 

Richmond

First National Bank, Kemmerer, Kemmerer, Wyoming -- report on competitive 

factors of the proposed merger with First National Bank in Evanston, Evanston, 

Wyoming.

- Submitted, January 28, 1999 (AC)

Kansas City

First Savings Bank of Washington, Walla Walla, Washington -- report on 

competitive factors of the proposed merger with Seaport Citizens Bank, Lewiston, 

Idaho.

- Submitted, February 3, 1999 

San Francisco

Norwest Bank Texas, N.A., San Antonio, Texas -- report on competitive factors of 

the proposed merger with First Valley Bank, Harlingen, Texas.

- Submitted, February 3, 1999 

San Francisco

Premier Bank, Atlanta, Georgia -- report on competitive factors of the proposed 

merger with Frederica Bank and Trust, St. Simons Island, Georgia.

- Submitted, February 3, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Competitive Factors Reports

Standard Bank and Trust Company, Hickory Hills, Illinois -- report on competitive 

factors of the proposed merger with Exchange Bank, Gardner, Illinois.

- Submitted, February 2, 1999 

Chicago

U.S. Bank, National Association, Minneapolis, Minnesota -- report on competitive 

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

of Northwest National Bank, Vancouver, Washington.

- Submitted, February 5, 1999 

Minneapolis

United Bank, Oklahoma City, Oklahoma -- report on competitive factors of the 

proposed merger with the Oklahoma City branch of WestStar Bank, Bartlesville, 

Oklahoma. 

- Submitted, January 28, 1999 (AC)

Kansas City

Woodforest National Bank, Houston, Texas -- report on competitive factors of the 

proposed merger with Highlands Bank, Highlands, Texas.

- Submitted, February 4, 1999 

Dallas

Woodforest National Bank, Houston, Texas -- report on competitive factors of the 

proposed acquisition of a branch of Sterling Bank.

- Submitted, February 4, 1999 

Dallas

Extensions Of Time

Great Southern Capital Corporation Employee Stock Ownership Trust, Meridian, 

Mississippi -- extension to May 4, 1999, to acquire shares of Great Southern Capital 

Corporation.

- Granted, February 4, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority January 31, 1999 to February 6, 1999

Extensions Of Time

National Australia Bank Limited, Melbourne, Australia -- extension to May 6, 1999, 

to engage in securities brokerage activities through National Australia Capital 

Markets, LLC, New York, New York.

- Granted, February 1, 1999 

Chicago

Petefish, Skiles Bancshares, Inc., Virginia, Illinois -- extension to April 15, 1999, to 

acquire Petefish, Skiles & Co.

- Granted, January 29, 1999 (AC)

Chicago

Popular Bank, New York, New York -- extension to May 16, 1999, to merge with 

certain other recently acquired commercial bank subsidiaries of Popular, Inc., Hato 

Rey, Puerto Rico.

- Granted, February 5, 1999 

New York

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on December 22, 1998.

- Published, February 4, 1999 

FOMC

(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 6, 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) Chittenden Corporation, Burlington, Vermont – notification to

acquire Vermont Financial Services Corp., Brattleboro, Vermont

Newspaper – 3/3/1999

Fed Reg – 3/5/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, February 6, 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 – N/Avail

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

Branch Banco Popular North America, New York, New York, to

establish branches at: (1) 501 West Lincoln Avenue, Anaheim,

California, and (2) 3760 McFadden Avenue, Santa Ana,

California.*

Newspaper – 03/02/1999

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1)/4(c)(8) Deutsche Bank AG, Frankfurt am Main, Federal Republic of

Germany, to become a bank holding company by acquiring 100

percent of the shares of Bankers Trust Corp., New York, New

York (“BT”), and as a result, acquire the nonbanking

subsidiaries of BT.*

Newspaper – 03/01/1999

Fed Reg – 03/01/1999

3(a)(3) The Fuji Bank, Tokyo, Japan, to acquire additional voting shares

of The Yasuda Trust & Banking Co., Ltd., Tokyo, Japan,

thereby controlling more than a majority of the voting shares.*

Newspaper – 03/05/1999

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

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, February 6, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Lebanon Valley Farmers Bank, Lebanon, PA, to establish two

(2) branch offices located at 119 West Main Street, South

Londonderry Township, Campbelltown, PA, and Northport

Industrial Park, Micro Drive, Union Township, PA, pursuant to

Section 9 of the Federal Reserve Act.

02/02/1999

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

the existing property located at 50 West Market Street, West

Chester, County of Chester, PA, pursuant to Section 9 of the

Federal Reserve Act.

02/12/1999

Branch Main Street Bank, Reading, PA, to establish two (2) branch

offices on the existing properties located at 65 North York Road,

Willow Grove, County of Montgomery, PA, and 225 West

Lancaster Avenue, Ardmore, County of Montgomery, PA,

Pursuant to Section 9 of the Federal Reserve Act.

02/12/1999

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 6, 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) Received application from First Financial Bancorp, Hamilton,

OH on 02/02/1999, to acquire Sand Ridge Financial

Corporation, Highland, IN.*

Fed Reg – 03/05/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, February 6, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Bank of Tidewater, Virginia Beach, Virginia, to establish a

branch at 2089 General Booth Boulevard, Virginia Beach,

Virginia.*

Newspaper – 02/10/1999

Branch The Bank of Tidewater, Virginia Beach, Virginia, to establish a

branch at 3801 Pacific Avenue, Virginia Beach, Virginia.*

Newspaper – 02/10/1999

Branch The Bank of Romney, Romney, West Virginia, to establish a

branch on Route 28 North, Springfield, West Virginia.*

Newspaper – 02/11/1999

Branch Bank of Greenville, Greenville, West Virginia, to establish a

branch at 298-300 Stokes Drive, Hinton, West Virginia.*

Newspaper – 02/15/1999

*Subject to the provision of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

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

310875 Shore Bank

25253 Lankford Highway

Onley, Virginia 23418

11/02/1998 02/06/1999 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, February 6, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None First Vantage Bank – Tennessee, Knoxville, Tennessee, to

establish a branch located at 4525 Highway 411, Madisonville,

Tennessee.

03/02/1999*

*Subject to provisions of the Community Reinvest Act

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

Type Application

Ending date of

comment period

CIC PBG Financial Services, Graceville, Florida, after-the-fact notice

by C. Finley McRae, Martha Kay McRae, Robert F. McRae, Jr.,

Suzanne McRae Sheffield, and Joseph Allen Sheffield, to retain

23.29 percent of the outstanding shares of PBG Financial

Services, Inc., and its subsidiary, Peoples Bank of Graceville,

Graceville, Florida.

N/Avail

3(a)(5) First Sterling Banks, Inc., Kennesaw, Georgia, to merge with

Georgia Bancshares, Inc., Tucker, Georgia, and thereby acquire

Community Bank of Georgia, Tucker, Georgia.

Fed Reg – 03/08/1999*

*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

Membership Covington County Bank, Andalusia, Alabama, to become a

member of the Federal Reserve System.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, February 6, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch F&M Bank-Darlington

Darlington, Wisconsin

 640 Dodge Street

 Mineral Point, Wisconsin

Newspaper – 3/1/1999

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

Type Application

Ending date of

comment period

3(a)(1) First Personal Financial Corp.*

Orland Park, Illinois

 First Personal Bank (in organization)

 Orland Park, Illinois

Fed Reg – 2/19/1999

Newspaper – 2/12/1999

3(a)(3) Schonath Family Partnership, a Limited Partnership Plan*

Oconomowoc, Wisconsin

 Investorsbancorp, Inc.

 Pewaukee, Wisconsin

 Investorsbank

 Pewaukee, Wisconsin

Fed Reg – 3/1/1999

Newspaper – N/Avail

3(a)(3) C-B-G-, Inc.*

Wilton, Iowa

 Peoples National Corporation

 Columbus Junction, Iowa

 Community Bank of Muscatine

 Muscatine, Iowa

Fed Reg – 3/1/1999

Newspaper – N/Avail

3(a)(3) ANB Corporation*

Muncie, Indiana

 Farmers State Bancorp

 Union City, Ohio

 Farmers Sate Bank of Union City

 Union City, Ohio

Fed Reg – 3/5/1999

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

Type Application

Ending date of

comment period

CIC Midstates Bancshares, Inc.

Harlan, Iowa

 By Peter N. Horne, Sr., Frederick R. Horne III & Todd K.

 Plumb

Fed Reg – 2/22/1999

Newspaper – 2/15/1999

CIC First Midwest Financial, Inc.

Storm Lake, Iowa

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

 & Troy Moore III

Fed Reg – 2/23/1999

Newspaper – N/Avail

CIC First Clinton Bancorporation, Inc.

Clinton, Illinois

 By John M. Killian

Fed Reg – N/Avail

Newspaper – N/Avail

CIC FM Fincorp

Laotto, Indiana

 By Louis & Mary M Peduto

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

S/R Capital Commerce Bancorp, Inc.

Milwaukee, Wisconsin

 To redeem 700 shares of its 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

63041 F&M Bank-East Troy

2905 Main Street

East Troy, Wisconsin 53120

(414) 642-7391

10/23/1998 2/2/1999 O x

696243 Farmers State Bank

201 Main Street

Merrill, Iowa 51038-0155

(712) 938-2556

11/5/1998 2/5/1999 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 6, 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 Franklin Bancshares, Inc., Franklin, Illinois, to

acquire Franklin Bank, Franklin, Illinois (in organization)

(represents revision of newspaper comment period ending date

that had previously been reported during the week ending

January 30, 1999).

Newspaper – 3/4/1999

Fed Reg – 2/25/1999

* 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

3(a)(5)(C) *Notice by Ripley County Bancshares, Inc., Piedmont, Missouri,

to acquire Ripley County State Bank, Doniphan, Missouri.
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 6, 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 Paul Lindholm, Clarkfield, Minnesota, to acquire control of

Clarkfield Holding Company, Clarkfield, Minnesota.

02/23/99 - Fed. Reg.

CIC Sevrin G. Steen Trust, Clinton, Minnesota, to acquire control of

Clinton Bancshares, Inc., Clinton, Minnesota.

02/23/99 - Fed. Reg.

3(a)(1) B W Bancorp, Woodbury, Minnesota, for prior approval to

become a bank holding company through the acquisition of

100% of the voting shares of Boundary Waters Community

Bank, Ely, Minnesota, a de novo bank. *

03/05/99 - Fed. Reg.

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 Dean Financial Services, Inc., St. Paul,

Minnesota. *

02/25/99 - Fed. Reg.

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, February 6, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Olathe State Bank, Olathe, Colorado, to establish a branch at

102 Main Street, Delta, Colorado

Newspaper – 1/30/1999

Branch Olathe State Bank, Olathe, Colorado, to invest in bank premises. Newspaper – 1/30/1999

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

Type Application

Ending date of

comment period

3(a)(1) Davenport Community Bancshares, Inc., Davenport, Nebraska,

to become a bank holding company through the acquisition of

100 percent of the voting shares of Jennings State Bank,

Davenport, Nebraska

Newspaper – N/Avail

Fed Reg – 03/05/1999

3(a)(3) Farm & Home Insurance Agency, Lyons, Nebraska to acquire

100 percent of the voting shares of Oakland Financial, Inc.,

Oakland, Nebraska; and thereby indirectly acquire Farmers &

Merchants National Bank, Oakland, Nebraska.

Newspaper – N/Avail

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

4053 Frontier Bank of Laramie City

1501 S. Greeley Hwy.

Cheyenne, Wyoming 82007-3028

11/02/1998 02/01/1999 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 6, 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) Sam Houston Financial Corp., Huntsville, TX, to acquire

Huntsville Holdings, Inc., Wilmington, DE, and

The First State Bank, Kosse, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Huntville Holdings, Inc., Wilmington, DE, to acquire

The First State Bank, Kosse, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) Central Texas Bankshare Holding Company, Columbus, TX,

and Colorado County Investment Holdings, Inc., Wilmington,

DE, to acquire Hill Bancshares Holdings, Inc., Weimar, TX, and

Hill Bank and Trust Company, Weimar, TX*

(Previously reported the week ending January 30, 1999)

Fed Reg – 03/01/1999

Newspaper – 02/20/1999

CIC Brian Douglas Campbell, Baton Rouge, LA, only notificant, to

acquire an interest in Central Louisiana Capital Corporation,

Vidalia, LA

(Previously reported the week ending January 30, 1999)

Fed Reg – 02/18/1999

Newspaper – 02/12/1999

* 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

3(a)(1) Carthage State Bancshares, Inc., Carthage, TX, to acquire

Carthage Nevada Financial Group, Inc., Carthage, TX, and

First State Bank & Trust Company, Carthage, TX*

3(a)(1) Carthage Nevada Financial Group, Inc., Carthage, TX, to

acquire First State Bank & Trust Company, Carthage, TX*

3(a)(1) Kress National Bancshares, Inc., Kress, TX, to acquire

Kress Delaware National Bancshares, Inc., Kress, TX, and

Kress National Bank, Kress, TX*

3(a)(1) Kress Delaware National Bancshares, Inc., Kress, TX, to acquire

Kress National Bank, Kress, 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 6, 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

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

Norwest Insurance Inc., Minneapolis, Minnesota, to engage in a

joint venture through its subsidiary, ATI Title Agency of Ohio,

Inc., Cleveland, Ohio, in title insurance agency, escrow, and

other real estate closing services.

Fed Reg – 02/22/1999

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

Mortgage, Inc., and Norwest Ventures, LLC, both of Des

Moines, Iowa, to engage in a joint venture through its

subsidiary, South County Mortgage, Mission Viejo, California,

in residential mortgage lending activities.

Fed Reg – 02/25/1999

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

785062 Santa Barbara Bank & Trust

1021 Anacapa Street

P.O. Box 1119

Santa Barbara, CA 93102-1119

(805) 564-6300

08/31/1999 02/05/1999 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