Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 21

Week Ending May 22, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions May 16, 1999 to May 22, 1999

Testimony And Statements

Depository Institution Regulatory Streamlining Act of 1999 -- statement by 

Governor Meyer before the Subcommittee on Financial Institutions and Consumer 

Credit of the House Committee on Banking and Financial Services, May 12, 1999.

- Published, May 12, 1999 (AC)

Bank Holding Companies

Community Capital Bancshares, Inc., Albany, Georgia -- request by a commenter for 

reconsideration of the Board's approval of the application to acquire Albany Bank & 

Trust, N.A.

- Denied, May 18, 1999 

Deutsche Bank AG, Frankfurt am Main, Germany -- to acquire Bankers Trust 

Corporation, New York, New York, and thereby acquire Bankers Trust 

Corporation's banking and nonbanking subsidiaries.

- Approved, May 20, 1999 

Banks, Foreign

Banco BBA-Creditanstalt S.A., Sao Paolo, Brazil -- to establish a representative 

office in New York, New York.

- Approved, May 17, 1999 

Forms

Recordkeeping and Disclosure Requirements in Connection with Regulation BB 

(Community Reinvestment) -- proposed extension without revision.

- Approved, May 7, 1999 (AC)

Regulations And Policies

Foreign bank applications -- delegation of authority to the General Counsel to return 

applications under certain circumstances.

- Approved, May 21, 1999 

Regulation K -- joint interagency rule to implement an extended examination cycle 

for certain U.S. branches and agencies of foreign banks (Docket No. R-1012).

- Approved, May 17, 1999 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions May 16, 1999 to May 22, 1999

Reserve Bank Operations

Depository institution liquidity -- request for comment on a proposal to establish a 

Century Date Change Special Liquidity Facility to make discount window credit 

available to depository institutions from November 1, 1999, through April 7, 2000.

- Approved, May 17, 1999 

Enforcement

B.O.T. Corporation, N.V., Curacao, Netherlands Antilles -- consent order requiring 

divestiture of Lippo Bank, Los Angeles, California, and payment of a civil money 

penalty.

- Authorized, May 20, 1999 

TransAlliance, L.P., Bellevue, Washington -- interagency written agreement to 

address Year 2000 readiness of TransAlliance's electronic funds transfer services.

- Authorized, May 20, 1999 

(AC) = Addition or Correction Board - Page 2 of 2
May 16, 1999 to May 22, 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 Kentucky, Inc., Louisville, Kentucky -- to retain a branch at 

2225 Versailles Road, Lexington.

- Approved, May 20, 1999 

St. Louis

Fifth Third Bank of Western Ohio, Dayton, Ohio -- to establish a branch at 1161 

Dayton-Yellow Springs Road, Fairborn.

- Approved, May 17, 1999 

Cleveland

Prime Bank, Philadelphia, Pennsylvania -- to establish a branch at 1430 Walnut 

Street.

- Approved, May 21, 1999 

Philadelphia

Security State Bank of Basin, Basin, Wyoming -- to establish a branch at 2124 South 

Douglas Highway, Gillette.

- Approved, May 21, 1999 

Kansas City

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 514 Flat Shoals Avenue.

- Approved, May 18, 1999 

Atlanta

Bank Holding Companies

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

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

de novo bank.

- Returned, May 17, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Bank Holding Companies

Amoret Bancshares, Inc., Butler, Missouri -- to acquire C. J. Bancshares, Inc., 

Harrisonville, Missouri, and thereby acquire Citizens Bank of Missouri.

- Approved, May 20, 1999 

Kansas City

Cullen/Frost Bankers, Inc., San Antonio, Texas, and New Galveston Company, 

Wilmington, Delaware -- to engage through Frost Securities, Inc., Dallas, in 

nonbanking activities, including underwriting and dealing in, to a limited extent, all 

types of debt and equity securities other than open-end investment companies.

- Approved, May 21, 1999 

Secretary

Durant Bancorp, Inc., Durant, Oklahoma -- to acquire First Shawnee Bancshares, 

Shawnee, Oklahoma, and its subsidiary, First United Bank and Trust Company.

- Approved, May 12, 1999 (AC)

Kansas City

Fifth Third Bancorp, Cincinnati, Ohio -- to acquire shares of Michigan Community 

Bancorp Limited, Sterling Heights, Michigan.

- Approved, May 19, 1999 

Cleveland

First National of Nebraska, Inc., Omaha, Nebraska -- to acquire Path Technology 

Group, Inc., Des Moines, Iowa, and engage in data processing and data transmission 

activities.

- Approved, May 17, 1999 

Secretary

FirstBank Holding Company Employee Stock Ownership Plan, Lakewood, 

Colorado, and FirstBank Holding Company of Colorado -- to acquire FirstBank of 

El Paso County, Colorado Springs.

- Approved, May 21, 1999 

Secretary

KeyCorp, Cleveland, Ohio -- to acquire NTH Holdings, Raleigh, North Carolina.

- Approved, May 21, 1999 

Cleveland

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Bank Holding Companies

MidCity Financial Corporation, Chicago, Illinois -- request for waiver of the 

application requirement in connection with the proposed acquisition of Damen 

Financial Corporation, Schaumburg, and indirect acquisition of Damen National 

Bank.

- Granted, May 17, 1999 

Chicago

Ogden Bancshares, Inc., Ogden, Iowa -- to acquire Community Bank of Boone, a de 

novo bank.

- Approved, May 18, 1999 

Chicago

Oswego County, MHC, Oswego, New York, and Oswego County Bancorp, Inc. -- 

to become bank holding companies through the acquisition of Oswego County 

Savings Bank.

- Approved, May 20, 1999 

New York

Pacific Continental Corporation, Eugene, Oregon -- to acquire Pacific Continental 

Bank.

- Approved, February 22, 1999 (AC)

San Francisco

Penn Laurel Financial Corp., Curwensville, Pennsylvania -- to acquire Clearfield 

Bank & Trust Company, Clearfield.

- Approved, May 18, 1999 

Philadelphia

Peoples Bank & Trust Holding Company, Ryan, Oklahoma -- to acquire Peoples 

Bank & Trust Company.

- Withdrawn, May 19, 1999 

Kansas City

Poteau Bancshares, Inc., Poteau, Oklahoma, and First Poteau Corporation -- to 

acquire The First State Bank, Wister.

- Approved, May 19, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Bank Holding Companies

Republic Bancorp, Inc., Ann Arbor, Michigan -- to acquire D&N Financial 

Corporation and its subsidiary, D&N Bank, and thereby engage in the operation of a 

savings association; to retain D&N Financial Corporation's nonbank subsidiaries, 

D&N Mortgage Corporation and D&N Capital Corporation; and to engage in 

activities related to extending credit and servicing loans.

- Approved, April 29, 1999 (AC)

Chicago

RHBT Financial Corporation, Rock Hill, South Carolina -- to become a bank holding 

company through the acquisition of Rock Hill Bank & Trust.

- Approved, May 21, 1999 

Richmond

Rockport National Bancorp, Inc., Rockport, Massachusetts -- to become a bank 

holding company through the acquisition of Rockport National Bank.

- Approved, May 20, 1999 

Boston

Simmons First National Corporation, Pine Bluff, Arkansas -- to acquire NBC Bank 

Corp., El Dorado, and thereby acquire National Bank of Commerce of El Dorado.

- Approved, May 20, 1999 

St. Louis

Summit Bancorp, Princeton, New Jersey, and First Valley Corporation, Bethlehem, 

Pennsylvania -- to merge with Prime Bancorp, Inc., Fort Washington, Pennsylvania, 

and thereby indirectly acquire Prime Bank, Philadelphia.

- Approved, May 17, 1999 

New York

W Holding Company, Inc., Mayaguez, Puerto Rico -- to become a bank holding 

company through acquisition of Westernbank Puerto Rico.

- Approved, May 17, 1999 

New York

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Bank Mergers

Community First Bank and Trust Company, Celina, Ohio -- to merge with Union 

Trust Bank, Union City, Indiana, and establish branches.

- Approved, May 21, 1999 

Cleveland

FCNB Corp, Frederick, Maryland -- to merge with First Frederick Financial 

Corporation and First Bank of Frederick and establish branches.

- Approved, May 19, 1999 

Richmond

Summit Bank, Bethlehem, Pennsylvania -- to merge with Prime Bank, Philadelphia.

- Approved, May 17, 1999 

Philadelphia

The Eaton Bank, Eaton, Colorado -- to purchase certain assets and assume certain 

liabilities of the Loveland, Colorado, branch of World Savings Bank, FSB, Oakland, 

California, and to operate a branch at 221 East 29th Street, Loveland.

- Approved, May 19, 1999 

Kansas City

Banks, State Member

Century Bank of the Ozarks, Gainesville, Missouri -- payment of a dividend.

- Approved, May 20, 1999 

St. Louis

Capital Stock

Santa Lucia Bank, Atascadero, California -- to reduce capital stock.

- Approved, May 21, 1999 

San Francisco

Change In Bank Control

Fairmount Bancorp, Inc., Fairmount, Illinois -- change in bank control.

- Permitted, May 21, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Change In Bank Control

St. Stephen BanGroup, Inc., Minneapolis, Minnesota -- change in bank control.

- Returned, May 21, 1999 

Minneapolis

Competitive Factors Reports

Brookhollow National Bank, Dallas, Texas -- report on competitive factors of the 

proposed merger with Brookhollow National Bank, Richardson.

- Submitted, May 21, 1999 

Dallas

Commerce Bank/Harrisburg, NA, Camp Hill, Pennsylvania -- report on competitive 

factors of the proposed merger with Commerce Bank/Harrisburg Interim NA.

- Submitted, May 18, 1999 

Philadelphia

Cypress Bank, Seaside, California -- report on competitive factors of the proposed 

merger with Bank of Salinas, Salinas.

- Submitted, May 20, 1999 

San Francisco

The Dime Savings Bank of New York, FSB, New York, New York -- report on 

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

certain liabilities of the automobile finance unit of Citibank N.A., including the 

related loan portfolios of Citibank, N.A.; Citibank, Federal Savings Bank; and 

Citibank (Nevada) National Association.

- Submitted, May 20, 1999 

New York

Fallbrook National Bank, Fallbrook, California -- report on competitive factors of 

the proposed merger with Fallbrook Interim National Bank.

- Submitted, May 13, 1999 (AC)

San Francisco

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Competitive Factors Reports

Independence Community Bank Corp., Brooklyn, New York -- report on 

competitive factors of the proposed acquisition of Broad National Bancorporation, 

Newark, New Jersey, and its subsidiary, Broad National Bank.

- Submitted, May 20, 1999 

New York

Mid-City National Bank of Chicago, Chicago, Illinois -- report on competitive 

factors of the proposed merger with Damen National Bank, Schaumburg.

- Submitted, May 19, 1999 

Chicago

Midwood Federal Savings Bank, Brooklyn, New York -- report on competitive 

factors of the proposed merger with Midwood Federal Credit Union.

- Submitted, May 19, 1999 

New York

Oswego County Savings Bank, Oswego, New York -- report on competitive factors 

of the proposed merger with an interim savings bank.

- Submitted, May 20, 1999 

New York

Somerville Interim Bank, Somerville, Tennessee -- report on competitive factors of 

the proposed merger with The Somerville Bank & Trust Company.

- Submitted, May 18, 1999 

St. Louis

Union Planters Bank, N.A., Memphis, Tennessee -- report on competitive factors of 

the proposed merger with Alvin State Bank, Alvin, Texas.

- Submitted, May 20, 1999 

St. Louis

Western Interim Bank, Mayaguez, Puerto Rico -- report on competitive factors of 

the proposed merger with Westernbank Puerto Rico.

- Submitted, May 17, 1999 

New York

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Extensions Of Time

Crestar Bank, Richmond, Virginia -- extension to May 26, 2000, to establish a 

branch in the Langley AFB Commissary at 51 Spaatz Drive, Langley AFB, Hampton.

- Approved, May 21, 1999 

Richmond

Dresdner Bank AG, Frankfurt am Main, Germany -- extension to June 30, 2000, to 

comply with a commitment made in connection with its proposal to acquire RCM 

Capital Management, San Francisco, California.

- Granted, May 20, 1999 

Director, BS&R

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

Creek Capital LLC -- extension to August 25, 1999, to increase indirect ownership 

of Rancho Santa Fe National Bank through Castle Creek Capital Partners Fund I, 

LP; Castle Creek Capital Partners Fund IIa, LP; and Castle Creek Capital Partners 

Fund IIb, LP.

- Approved, May 20, 1999 

San Francisco

First Personal Financial Corp., Orland Park, Illinois -- extension to August 24, 1999, 

to become a bank holding company through the acquisition of First Personal Bank, a 

de novo bank.

- Approved, May 17, 1999 

Chicago

HBancorporation, Inc., Lawrenceville, Illinois -- extension to July 30, 1999, to 

consummate change in bank control.

- Granted, May 13, 1999 (AC)

St. Louis

North Texas Future Bankshares, Inc., Whitewright, Texas -- extension to August 17, 

1999, to acquire First National Bank of Whitewright, Sherman.

- Granted, May 20, 1999 

Dallas

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority May 16, 1999 to May 22, 1999

Extensions Of Time

Pacific Continental Corporation, Eugene, Oregon -- extension to August 22, 1999, 

to become a bank holding company through the acquisition of Pacific Continental 

Bank.

- Granted, May 20, 1999 

San Francisco

Warwick Community Bancorp, Inc., Warwick, New York -- extension to August 12, 

1999, to acquire shares of GSB Financial Corporation, Goshen.

- Granted, May 19, 1999 

New York

Membership

The Bank of Kremlin, Kremlin, Oklahoma -- membership in the Federal Reserve 

System.

- Approved, May 20, 1999 

Kansas City

Santa Monica Bank, Santa Monica, California -- membership in the Federal Reserve 

System.

- Approved, May 12, 1999 (AC)

San Francisco

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

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

Kingfield, Maine - to increase percentage of ownership of voting

shares of KSB Bancorp, Inc., Kingfield, Maine

Newpaper - N/Avail

Fed Reg - N/Avail

3(a)(3) Union Bankshares, Inc., Morrisville, Vermont - application to

acquire 100% of the voting stock of Citizens Savings Bank &

Trust, St. Johnsbury, Vermont

Newspaper - 6/26/1999

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

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

representative office in New York, New York.

Newspaper – N/Avail

Branch Chase Manhattan Bank, New York, New York, to establish a

branch office located at Store A, 428 Haledon Avenue, Haledon,

New Jersey.*

Newspaper – 06/28/1999

* 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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

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

capital stock of HealthCare Financial Partners, Inc., Chevy

Chase, Maryland, and thereby engage in lending and related

servicing activities.

Fed Reg – N/Avail
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, May 29, 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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notification on 05/25/1999 from Wesbanco Bank

Wheeling, Wheeling, WV of its intent to establish limited

service branch offices, at the following locations, which will

provide trust services only in order to consolidate all trust

services into Wesbanco Bank Wheeling: 301 Adams Street,

Fairmont, WV; 344 High Street, Morgantown, WV; 140 West

Main Street, Clarksburg, WV; 415 Market Street, Parkersburg,

WV; and 300 Tennessee Avenue, Charleston, WV.*

06/05/1999

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

Type Application

Ending date of

comment period

Section 3(a)(5) Received application from Tonti Financial Corp., Columbus,

OH on 05/24/1999 to acquire Greater Ohio River Corp.,

Columbus, OH.*

Fed Reg – 06/25/1999

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 3rd Quarter of 1999

Institution Location

Provident Bank 1 East 4th Street, Cincinnati, OH 45202

The Ohio Bank 236 S. Main Street, Findlay, OH 45840

Citizens Banking Co. 10 E. Main Street, Salinesville, OH 43945

The Commercial Bank 230 E. 2nd Street, Delphos, OH 45833

Cortland Savings & Banking Co. 194 W. Main Street, Cortland, OH 44410

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other

circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

branch at 17505 West Catawba Avenue, Suite 100, Cornelius,

North Carolina.*

Newspaper – 06/05/1999

18(c) F&M Bank-Winchester, Winchester, Virginia, to acquire the

Stephens City and Woodstock, Virginia, branch offices of

Wachovia Bank, N.A., Winston-Salem, North Carolina.*

Newspaper – 06/21/1999

18(c) JRB Acquisition Bank, Inc., Suffolk, Virginia, an organizing

bank, to merge with State Bank of Remington, Inc., Remington,

Virginia.*

Newspaper – 06/24/1999

*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)(5) First National Corporation, Orangeburg, South Carolina, to

merge with First Bancorporation, Inc., Beaufort, South

Carolina.*

Fed Reg – 06/21/1999

Newspaper – 06/22/1999

3(a)(3) James River Bankshares, Inc., Suffolk, Virginia, to acquire State

Bank of Remington, Inc., Remington, Virginia.*

Fed Reg – 07/01/1999

Newspaper – 06/24/1999

3(a)(3) BB&T Corporation, Winston-Salem, North Carolina, to acquire

Matewan Bancshares, Inc., Williamson, West Virginia.*

Feg Reg – N/Avail

Newspaper – 06/28/1999

*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

Foreign Riggs National Corporation, Washington, D. C., to establish a

branch in Berlin, Germany, through Riggs Bank Europe

Limited, London, England.

4(c)(8) Union National Bancorp, Inc., Westminster, Maryland, to

acquire Barnes-Bollinger Insurance Services, Inc., Westminster,

Maryland.

Membership JRB Acquisition Bank, Inc., Suffolk, Virginia, an organizing

bank, for membership in the Federal Reserve System.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2692762 Barbour County Bank

107 Pike Stret

Philippi, West Virginia 26416

03/08/1999 05/23/1999 NI X

47377 Southern Financial Bank

37 East Main Street

Warrenton, Virginia 20186

02/11/1999 05/27/1999 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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch AuburnBank, Auburn, Alabama, to establish a branch located at

312 Main Street, Hurtsboro, Alabama.

06/18/1999*

Branch Compass Bank, Birmingham, Alabama, to establish a branch

located at 3850 Galleria Woods Drive, Hoover, Alabama, to be

known as the Galleria Woods Branch.

06/12/1999*

*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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) BankFirst Corporation, Knoxville, Tennessee, applicant seeks

after-the-fact approval to retain a trust company subsidiary and

thereby engage in trust company activities.

06/15/1999

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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

F&M Bank – Iowa Central

Marshalltown, Iowa

 F&M Bank – Iowa Story County

 Story City, Iowa

 F&M Bank – Iowa South Central

 Grinnell, Iowa

 establish 13 branches

Newspaper – 06/09/1999

Branch Civitas Bank

St. Joseph, Michigan

 4141 Office Plaza Boulevard

 Indianapolis, Indiana

 540 Green Meadows Drive

 Greenfield, Indiana

Newspaper – 06/05/1999

Branch Civitas Bank

St. Joseph, Michigan

 415 Lincoln Avenue

 Evansville, Indiana

Newspaper – 06/05/1999

Edge Branch Bank One International Corporation

Dallas, Texas

 to establish a branch office of an Edge

 corporation at 1119 Houston Street

 Laredo, Texas

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

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

New Berlin, Wisconsin

 Pyramid, Bancorp, Inc.

 Grafton, Wisconsin

 Grafton State Bank

 Grafton, Wisconsin

Fed Reg – 06/25/1999

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

Type Application

Ending date of

comment period

3(a)(1) Peoples Bancorp, Inc.*

Arlington Heights, Illinois

 The Peoples Bank of Arlington Heights (in organization)

 Arlington Heights, Illinois

Fed Reg – 06/25/1999

Newspaper – 06/22/1999

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

Green Bay, Wisconsin

 Riverside Acquisition Corp.

 Minneapolis, Minnesota

 Riverside Bancshares Corporation

 Minneapolis, Minnesota

 Riverside Bank

 Minneapolis, Minnesota

Fed Reg – 06/25/1999

Newspaper – N/Avail

4(c)(8) Northwest Financial Corporation

Spencer, Iowa

 Gateway Savings Bank (in organization)

 Ankeny, Iowa

Fed Reg – 04/07/1999

Newspaper – N/Avail

3(a)(3) Capitol Bancorp, Ltd.*

Lansing, Michigan

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(3) Sun Community Bancorp Limited*

Phoenix, Arizona

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(1) Nevada Community Bancorp Limited*

Las Vegas, Nevada

 Desert Community Bank (in organization)

 Las Vegas, Nevada

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(3) Capitol Bancorp, Ltd.*

Lansing, Michigan

 Elkhart Community Bank (in organization)

 Elkhart, Indiana

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

3(a)(1) Indiana Community Bancorp Limited*

Goshen, Indiana

 Elkhart Community Bank (in organization)

 Elkhart, Indiana

Fed Reg – 06/11/1999

Newspaper – 06/12/1999

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

Waukee, Iowa

 Waukee State Bank

 Waukee, Iowa

Fed Reg – N/Avail

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

843243 F&M Bank – Grant County

1275 10th Street

Fennimore, Wisconsin 53809

(608) 822-3248

02/01/1999 05/25/1999 O X

651149 State Bank

728 Grand Avenue

Spencer, Iowa 51301

(712) 262-6580

02/01/1999 05/28/1999 O X
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, May 29, 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

643546 Leitchfield Deposit Bank

Leitchfield, Kentucky

2/22/1999 6/1/1999 S X

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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Merchants State Bank, Freeman, South Dakota, to establish a

branch in Viborg, South Dakota.*

5/21/1999

*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)(5) Pembina County Bankshares, LTD, Cavalier, North Dakota, for

prior approval to merge with Stephen Bancshares, Inc., Stephen,

Minnesota.*

Fed. Reg. - 6/25/1999

*Subject to the provision 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, May 29, 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

3(a)(1) First State Bancorp, Inc., Randolph, Nebraska, to become a bank

holding company through the reorganization of 100 percent of

the voting shares of First State Bank, Randolph, Nebraska.
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

41553 First State Bank

Anadarko, Oklahoma

02/22/1999 05/26/1999 S X

696056 Citizens Bank & Trust Company

Okmulgee, Oklahoma

03/08/1999 05/27/1999 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, May 29, 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) Peoples Bancorp, Inc., Lubbock, TX, to acquire

Peoples Bancorp of Delaware, Inc., Dover, DE,

Lorenzo Bancshares, Inc., Lorenzo, TX, and

Lorenzo State Bank at Lorenzo, Lorenzo, TX*

Fed Reg – 07/01/1999

Newspaper – N/Avail

3(a)(1) Peoples Bancorp of Delaware, Inc., Dover, DE, to acquire

Lorenzo Bancshares, Inc., Lorenzo, TX, and

Lorenzo State Bank at Lorenzo, Lorenzo, TX*

Fed Reg – 07/01/1999

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

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

645465 Security Bank

901 Main St.

Ralls, TX 79357

02/22/1999 05/29/1999 O 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, May 29, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Valley Bank of Arizona, Phoenix, Arizona, to establish a branch

office at 104th Street and McDowell Mountain Ranch Road,

Scottsdale, Arizona. *

Newspaper – 06/12/1999

* 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

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) The Sumitomo Bank Limited, Osaka, Japan, to retain its indiect

interest in Daiwa SB Investments (USA), Ltd., New York, New

York.

Fed Reg – 06/15/1999

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

Type Application

3(a)(5)(C) Scripps Financial Corporation to become a bank holding

company by acquiring Scripps Bank, both of La Jolla,

California.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

199762 San Benito Bank

300 Tres Pinos Road

Hollister, CA 95024

(408) 637-2265

02/01/1999 05/28/1999 S X

665575 Regency Bank

7060 N. Fresno Street

Fresno, CA 93720

(209) 438-2600

02/16/1999 05/28/1999 S X

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not

intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility

for errors or omissions.

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None