Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 28

Week Ending July 13, 2013

Board of Governors of the Federal Reserve System, Washington, DC 20551
Testimony and Statements

Dodd-Frank Implementation -- statement by Governor Tarullo before the Senate

Committee on Banking, Housing, and Urban Affairs on the Federal Reserve's

activities in mitigating systemic risk and implementing the Dodd-Frank Act.

- Published, July 11, 2013

Monetary and Financial Policy

Term Deposit Facility -- fixed-rate offering of 28-day term deposits with full

allotment of tenders on July 15, 2013.

- Announced, July 10, 2013

Regulations and Policies

Regulation H (Membership of State Banking Institutions in the Federal Reserve

System) and Regulation Q (Capital Adequacy of Bank Holding Companies, Savings

and Loan Holding Companies, and State Member Banks) -- publication for comment

of interagency rule to strengthen the leverage ratio standards for large, interconnected

U.S. banking organizations.

- Approved, July 9, 2013

Enforcement

Buckeye Bancshares, Inc., Lorain, Ohio, and Buckeye Community Bank -- written

agreement dated July 24, 2009, terminated July 2, 2013.

- Announced, July 9, 2013

Huntington Bancshares, Inc., Huntington, Texas -- written agreement dated

October 17, 2011, terminated June 27, 2013.

- Announced, July 9, 2013

H.2 Board Actions July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Board - Page 1 of 1
H.2 Actions under delegated authority

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

July 7, 2013 to July 13, 2013

MA Monetary Affairs

Bank Branches, Domestic

Centennial Bank, Conway, Arkansas -- to establish a branch at 2200 Airport

Boulevard, Pensacola, Florida.

St. Louis

- Approved, July 9, 2013

Centennial Bank, Plainview, Texas -- to establish a branch at 1689 River Road,

Boerne.

Dallas

- Withdrawn, July 8, 2013

Summit Bank, Arkadelphia, Arkansas -- to establish a branch at 8201 Phoenix

Avenue, Ft. Smith.

St. Louis

- Approved, July 10, 2013

Woodlands Bank, Williamsport, Pennsylvania -- to establish a branch at the corner of

Church and Jay Streets, Lock Haven.

Philadelphia

- Approved, July 11, 2013

Bank Holding Companies

BancPlus Corporation, Ridgeland, Mississippi -- to engage in certain nonbanking

activities through its subsidary, Oakhurst Development, Inc., Ridgeland.

St. Louis

- Approved, July 8, 2013

(A/C) = Addition or Correction Delegated - 1 of 6
Bank Holding Companies

BBCN Bancorp, Inc., Los Angeles, California -- waiver of application to acquire

Foster Bankshares, Inc., Rolling Meadows, Illinois, in connection with the merger of

their respective subsidiaries, BBCN Bank, Los Angeles, and The Foster Bank,

Chicago, Illinois.

San Francisco

- Granted, July 12, 2013

Commercial Bancshares, Inc., El Campo, Texas -- to acquire City State Bancshares,

Inc., Palacios, and indirectly acquire The City State Bank of Palacios.

Dallas

- Approved, July 8, 2013

Community Southern Holdings, Inc., Lakeland, Florida -- to become a bank holding

company by acquiring Community Southern Bank, Lakeland.

Atlanta

- Approved, July 11, 2013

DS Holding Company, Inc., Omaha, Nebraska -- to merge with Ashland Bancshares,

Inc., Omaha (in connection with this transaction, DS's subsidiary, Omaha State Bank,

will merge with and into Ashland's subsidiary, Centennial Bank, with the resulting

bank to be known as Core Bank).

Kansas City

- Approved, July 12, 2013

F.N.B. Corporation, Hermitage, Pennsylvania -- to acquire PVF Capital Corp., Solon,

Ohio, and thereby indirectly acquire Park View Federal Savings Bank.

Cleveland

- Approved, July 8, 2013

H.2 Actions under delegated authority July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Delegated - 2 of 6
Bank Holding Companies

First Freedom Bancshares, Inc., Lebanon, Tennessee -- relief from a commitment.

Atlanta

- Granted, July 12, 2013

GDW Bankshares, Inc., Sandersville, Georgia -- to become a bank holding company

by acquiring The Geo. D. Warthen Bank, Sandersville.

Atlanta

- Withdrawn, July 10, 2013

Glacier Bancorp, Inc., Kalispell, Montana -- waiver of application to acquire North

Cascades Bancshares, Inc., Chelan, Washington, in connection with the merger of

their respective subsidiaries, Glacier Bank, Kalispell, and North Cascades National

Bank, Chelan.

Minneapolis

- Granted, July 11, 2013

SCBT Financial Corporation, Columbia, South Carolina -- (1) to acquire First

Financial Holdings, Inc., Charleston, and indirectly acquire First Federal Bank and

(2) to engage in financial investment advisory and securities brokerage activities

through First Southeast 401(k) Fiduciaries, Inc., and First Southeast Investor

Services, Inc.

Secretary

- Approved, July 3, 2013

(A/C)

Bank Mergers

Macon-Atlanta State Bank, Macon, Missouri -- to purchase certain assets and assume

certain liabilities of the Monroe City branch of UMB Bank, N.A., Kansas City, and

to retain the acquired facility as a branch.

St. Louis

- Approved, July 8, 2013

H.2 Actions under delegated authority July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Delegated - 3 of 6
Banks, State Member

East West Bank, Pasadena, California -- to make a public welfare investment.

San Francisco

- Approved, July 10, 2013

Westamerica Bank, San Rafael, California -- to make a public welfare investment.

San Francisco

- Approved, July 12, 2013

Change in Bank Control

Independence Bancshares, Inc., Owensboro, Kentucky -- to retain control of

Independence Bancshares, Inc., and its subsidiary, Independence Bank of Kentucky,

Owensboro.

St. Louis

- Permitted, July 8, 2013

Lead Financial Group, Inc., Garden City, Missouri -- change in bank control of Lead

Financial Group and its subsidiary, Lead Bank, Garden City.

Kansas City

- Permitted, July 8, 2013

Extensions of Time

Bank of Montreal, Montreal, Canada -- request for a 24-month transition period for

the Illinois branch of Bank of Montreal under section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

H.2 Actions under delegated authority July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Delegated - 4 of 6
Extensions of Time

The Bank of New York Mellon, New York, New York -- request for a 24-month

transition period under section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 9, 2013

The Bank of Nova Scotia, Toronto, Canada -- request for a 24-month transition

period for the New York agency of The Bank of Nova Scotia under section 716(f) of

the Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

Credit Agricole Corporate and Investment Bank, Paris La Defense Cedex, France --

request for a 24-month transition period for the New York branch of Credit Agricole

Corporate and Investment Bank under section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

Deutsche Bank AG, Frankfurt, Germany -- request for a 24-month transition period

for the New York branch of Deutsche Bank AG under section 716(f) of the

Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

Natixis, Paris, France -- request for a 24-month transition period for the New York

branch of Natixis under section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

H.2 Actions under delegated authority July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Delegated - 5 of 6
Extensions of Time

Old Florida Bancshares, Inc., Orlando, Florida -- extension to October 19, 2013, to

acquire New Traditions National Bank, Orlando.

Atlanta

- Granted, July 11, 2013

Societe Generale, Paris, France -- request for a 24-month transition period for the

New York branch of Societe Generale under section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 12, 2013

State Bank of the Lakes, Antioch, Illinois -- extension to July 25, 2013, to establish a

branch at 10 East Rollins Road, Round Lake Beach.

Chicago

- Granted, July 8, 2013

SunTrust Bank, Atlanta, Georgia -- request for a 24-month transition period under

section 716(f) of the Dodd-Frank Act.

Director, BS&R

- Granted, July 9, 2013

Valley Bank, Roanoke, Virginia -- extension to February 8, 2014, to establish a

branch at 4003 Challenger Avenue, Roanoke.

Richmond

- Granted, July 12, 2013

H.2 Actions under delegated authority July 7, 2013 to July 13, 2013

(A/C) = Addition or Correction Delegated - 6 of 6
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

* 3A5 Not available

Application by Independent Bank Corp, 

Rockland, Massachusetts, to acquire 

Mayflower Bancorp, Inc. and its subsidiary 

bank, Mayflower Co-operative Bank, both of 

Middleboro, Massachusetts, pursuant to 

sections 3(a)(3) and 3(a)(5) of the Bank Holding 

Company Act of 1956, as amended.

INDEPENDENT BANK CORP.

* Subject to the provisions of the Community Reinvestment Act
District: 1

Federal Reserve Bank of Boston

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Banco Popular, New York, New York requests to 07/30/2013

establish a branch located at 1434 N. Rand 

Road, Arlington Heights, Illinois.

BANCO POPULAR NORTH 

AMERICA

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Caixabank SA, Barcelona, Spain, to establish a 

representative office in New York, New York, 

pursuant to Section 10(a) of the International 

Banking Act of 1978, as amended, and Section 

211.24(a)(1) of Regulation K.

CAIXABANK SA

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/15/2013

Delanco, MHC, Delanco, NJ, proposes to 

convert to stock form and merge with and into 

Delanco Bancorp, Inc., Delanco, New Jersey, 

which proposes to become a savings and loan 

holding company by acquiring Delanco Federal 

Savings Bank, Delanco, NJ.

DELANCO, MHC

Newspaper:

Federal Register:

* 3A1 Not available

08/12/2013

Fox Chase Bancorp, Inc., Hatboro, PA, to 

become a bank holding company in connection 

with the proposed conversion of Fox Chase 

Bank, Hatboro, PA to a state saving bank 

charter.

FOX CHASE BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 07/24/2013

07/18/2013

Prudential Mutual Holding Company, 

Philadelphia, PA, and Prudential Bancorp, Inc. 

of Pennsylvania, Philadelphia, PA, each to 

merge with and into Prudential Bancorp, Inc., 

Philadelphia, PA, and subsequently Prudential 

Bancorp, Inc. will acquire 100 percent of the 

outstanding stock of Prudential Saving Bank, 

Philadelphia, PA, in connection with the 

reorganization of Prudential Mutual Holding 

Company from a mutual structure to a stock 

form organization.

PRUDENTIAL BANCORP, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5

* 18C

* Branch

08/03/2013

08/01/2013

United Bankshares, Inc., Charleston, West 

Virginia, and George Mason Bankshares, Inc., 

Fairfax, Virginia, to acquire 100% of the voting 

securities of Virginia Commerce Bancorp, Inc., 

Arlington, Virginia,and thereby indirectly 

acquire Virginia Commerce Bank, Arlington, 

Virgina.

UNITED BANKSHARES, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

07/05/2013

Ameris Bancorp, Moultrie, Georgia, to merge 

with The Prosperity Banking Company, St. 

Augustine, Florida, and thereby acquire its 

subsidiary, Prosperity Bank, St. Augustine, 

Florida.

AMERIS BANCORP

Newspaper:

Federal Register:

* 3A1 Not available

08/08/2013

Banco De Credito E Inversiones, Empresas Juan 

Yarur S.A.C., Inversiones Petro S.A., 

Inversiones Baquio LTDA., Inversiones Nueve 

LTDA., and Administraciones Baquio LTDA., 

all of Santiago, Chile, to become bank holding 

companies by acquiring 100 percent of CM 

Florida Holdings, Inc., Coral Gables, Florida, and 

its subsidiary, City National Bank of Florida, 

Miami, Florida.

BANCO DE CREDITO E 

INVERSIONES S.A.

Newspaper:

Federal Register:

* 3A1 Not available

07/18/2013

FBDC Financial Corp., to become a bank 

holding company by acquiring 100 percent of 

the outstanding shares of First Fidelity Bank, 

both of Fort Payne, Alabama.

FBDC FINANCIAL CORP.

Newspaper:

Federal Register:

CIC Not available

07/12/2013

After-the-fact change of control notice filed by 

Louisiana Bancorp, Inc. Employee Stock 

Ownership Plan (ESOP), George Vernon Curry, 

Jr., and Lisa Rae Whittington, the trustees of 

the ESOP, both of Metairie, Louisiana, to retain 

approximately 17.9 percent of the outstanding 

shares and to acquire additional shares not to 

exceed 24.9 percent of the shares of Louisiana 

Bancorp, Inc. and its subsidiary, Bank of New 

Orleans, both of Metairie, Louisiana.

LOUISIANA BANCORP, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

NCG Banco, S.A., A Coruna, Spain, to establish 

an international representative-administrative 

office located in Miami, Florida.

NCG BANCO, S.A.

Newspaper:

Federal Register:

SLHC Activity Not applicable

07/30/2013

Sunshine Financial, Inc., to engage in the 

purchase of commercial real estate loan 

participations from its subsidiary, Sunshine 

Savings Bank, both of Tallahassee, Florida.

SUNSHINE FINANCIAL, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 3208049 MIDSOUTH BK, MURFREESBORO, TENNESSEE 03/11/2013 07/04/2013 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* MHC Not available

Conversion 07/12/2013

AJS Bancorp, MHC, a federally chartered 

mutual holding company, to convert to stock 

form and merge with AJS Bancorp, Inc., a 

federal corporation, both in Midlothian, Illinois. 

AJS Bancorp, Inc. will be merged into a new 

Maryland corporation named AJS Bancorp, Inc., 

which proposes to become a savings and loan 

holding company by acquiring 100 percent of 

the voting shares of A.J. Smith Federal Savings 

Bank, Midlothian, Illinois.

AJS BANCORP, MHC

Newspaper:

Federal Register:

Member Not applicable

Not applicable

C US Bank, Cresco, Iowa, to become a member 

of the Federal Reserve System.

C US BANK

Newspaper:

Federal Register:

CIC Not available

Not available

Jay D. Bergman, Joliet, Illinois, to acquire up to 

100 percent of the outstanding voting stock of 

Community Holdings Corp., Palos Hills, Illinois.

COMMUNITY HOLDINGS 

CORPORATION

Newspaper:

Federal Register:

* 4c8 Not available

07/29/2013

Notice by First American Bank Corporation, Elk 

Grove Village, Illinois, to acquire up to 100 

percent of the voting shares of PNA Bank, 

Chicago, Illinois, through the merger of PNA 

Bank, Chicago, Illinois, with and into First 

American Bank, Elk Grove Village, Illinois, and 

thereby operate a savings association.

FIRST AMERICAN BANK 

CORPORATION

Newspaper:

Federal Register:

* 4c8 Not available

Not available

First Merchants Corporation, Munster, Indiana, 

to acquire via merger CFS Bancorp, Inc., 

Munster, Indiana, and thereby indirectly acquire 

control of Citizens Financial Bank, Munster, 

Indiana, a federal savings bank.

FIRST MERCHANTS 

CORPORATION

Newspaper:

Federal Register:

* 3A5 Not available

08/02/2013

Heartland Financial USA, Inc., Dubuque, Iowa, 

to acquire via merger Morrill Bancshares, Inc., 

Merriam, Kansas, and thereby indirectly acquire 

Morrill & Janes Bank and Trust Company, 

Overland Park, Kansas.

HEARTLAND FINANCIAL USA, 

INC.

Newspaper:

Federal Register:

* 3A1 Not available

08/09/2013

Home Bancorp Wisconsin, Inc., Madison, 

Wisconsin, to become a bank holding company 

through the acquisition of all of the outstanding 

voting stock of Home Savings Bank, Madison, 

Wisconsin. The bank holding company will be 

formed in connection with the proposed 

mutual-to-stock conversion of Home Savings 

Bank, a state chartered mutual savings bank. Pre 

filing review to determine compliance with 

Subpart E of Regulation MM, Conversions from 

Mutual to Stock Form.

HOME BANCORP WISCONSIN, 

INC.

Newspaper:

Federal Register:

CIC Not available

07/03/2013

Notice filed by Kristine Lubar MacDonald, 

Minneapolis, Minnesota, to join the existing 

Lubar Family Control Group through the 

acquisition of voting shares of Ixonia 

Bancshares, Inc., Ixonia, Wisconsin, and the 

indirect acquisition of shares of Ixonia Bank, 

Ixonia, Wisconsin.

IXONIA BANCSHARES, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* MHC Not available

Conversion 07/15/2013

Lamplighter Financial, MHC, a federally 

chartered mutual holding company, to convert 

to stock form and merge with Waterstone 

Financial, Inc., a federal corporation, both in 

Wauwatosa, Wisconsin. Waterstone Financial, 

Inc. will be merged into a new Maryland 

corporation named Waterstone Financial, Inc., 

which proposes to become a savings and loan 

holding company by acquiring 100 percent of 

the voting shares of WaterStone Bank SSB, a 

Wisconsin stock savings bank.

LAMPLIGHTER FINANCIAL, 

MHC

Newspaper:

Federal Register:

CIC Not available

07/30/2013

Gregory F. Steil, Hinsdale, Illinois, as an 

individual intends to retain 10 percent or more 

of the shares of LWCBancorp, Inc., New Lenox, 

Illinois and thereby indirectly control 

LincolnWay Community Bank, New Lenox, 

Illinois.

LWCBANCORP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Veranda L. Dickens, as an individual, to acquire 

shares of Seaway Bancshares, Inc., Chicago, 

Illinois, and thereby indirectly acquire Seaway 

Bank and Trust Company, Chicago, Illinois.

SEAWAY BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

07/26/2013

STC Bancshares Corp., St. Charles, Illinois, to 

acquire 100 percent of the voting shares of Bank 

of Palatine, Palatine, Illinois.

STC BANCSHARES CORP.

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 671147 PRIMEBANK, LE MARS, IOWA 02/19/2013 07/01/2013 S Int Sm Bank

 436542 WAUKON ST BK, WAUKON, IOWA 03/11/2013 07/02/2013 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

07/12/2013

HopFed Bancorp, Inc., Hopkinsville, Kentucky, 

to acquire 100 percent of Sumner Bank & Trust, 

Gallatin, Tennessee.

HOPFED BANCORP, INC.

Newspaper:

Federal Register:

* 3A3 08/03/2013

07/12/2013

The McGehee Bank Employee Stock Ownership 

Plan, McGhee, Arkansas, to acquire additional 

direct ownership of up to 35 percent of 

Southeast Financial Bankstock Corp., McGhee, 

Arkansas, and thereby increase its indirect 

control of McGehee Bank, McGehee, Arkansas.

MCGEHEE BANK EMPLOYEE 

STOCK OWNERSHIP PLAN THE

Newspaper:

Federal Register:

CIC

Not available

Notice by the estate of Layton P. Stuart, Richard 07/23/2013

A. Torti, Sr., as executor, both of Little Rock, 

Arkansas, to retain control of OneFinancial 

Corporation, Little Rock, Arkansas.

ONEFINANCIAL CORPORATION

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

07/08/2013

Retroactive notice by Charlotte Aldinger and 

Jeri Haberstroh, both of Mott, North Dakota, as 

trustees/administrators of the Commercial Bank 

of Mott Employee Stock Ownership Plan, Mott, 

North Dakota ("ESOP"), to retain control of 

ESOP and thereby indirectly retain control of 

Commercial Bank of Mott, Mott, North Dakota.

COMMERCIAL BANK OF MOTT 

EMPLOYEE STOCK OWNERSHIP 

PLAN

Newspaper:

Federal Register:

* 3A5 Not available

* 18C

* Branch

08/09/2013

Dacotah Banks, Inc., Aberdeen, South Dakota, 

to merge with Donnelly Bancshares, Inc. and 

thereby indirectly acquire United Farmers and 

Merchants State Bank, both of Morris, 

Minnesota. In addition, Dacotah Bank, 

Aberdeen, South Dakota, to merge with United 

Farmers and Merchants State Bank and, 

incident thereto, establish branches at 4 

Atlantic Avenue, Morris, Minnesota, and 209 

South Main Street, Chokio, Minnesota.

DACOTAH BANKS, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Retroactive notice by Barbara Carlson, Sauk 

Centre, Minnesota, individually to retain 10 

percent or more of the voting shares of DuBois 

Bankshares, Inc., Sauk Centre, Minnesota. 

Sarah Beuning, Springfield, Illinois, Steven 

Beuning, Edina, Minnesota, and Eric Beuning, 

Scott Beuning, and Tyler Carlson, all of Sauk 

Centre, Minnesota, to retain control of DuBois 

Bankshares, Inc., Sauk Centre, Minnesota, and 

thereby remain members of the Carlson/Beuning 

family shareholder group, which controls 25 

percent or more of DuBuois Bankshares, Inc., 

Sauk Centre, Minnesota. And Mary Jeanne 

Woodward, Sartell, Minnesota, Lisa DuBois 

Schmitze and John DuBois, both of Sauk Centre, 

Minnesota, to retain control of the voting 

shares of DuBois Bankshares, Inc., and thereby 

remain members of the Margaret DuBois Family 

Sharesholder group, which controls 25 percent 

or more of DuBois Bankshares, Inc., thereby 

controls First State Bank of Sauk Centre, Sauk 

Centre, Minnesota.

DUBOIS BANKSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

07/11/2013

Change in Control notice by Peter F. Lindholm, 

Long Lake, Minnesota, individually and as 

trustee of Peter F. Lindholm 2012 Irrevocable 

Trust, to retain 25 percent or more of the shares 

of Maple Banc Shares, Inc., Maple Plain, 

Minnesota, and thereby indirectly retain control 

of Bank of Maple Plain, Maple Plain, Minnesota.

MAPLE BANC SHARES, INC.

Newspaper:

Federal Register:

CIC Not available

07/17/2013

Retroactive change in control notice by Carla A. 

Blumberg, St.Paul, Minnesota, to retain 25% or 

more of the shares of Park Bank Corporation of 

Duluth, Duluth, Minnesota, and thereby 

indirectly retain control of Park State Bank, 

Duluth, Minnesota.

PARK BANK CORPORATION OF 

DULUTH

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

07/29/2013

Tolna Bancorp, Inc., Tolna, North Dakota, to 

acquire 100 percent of McVille Financial 

Services, Inc., McVille, North Dakota, and 

thereby indirectly acquire McVille State Bank, 

McVille, North Dakota.

TOLNA BANCORP, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 34153 AMERICAN BK, SAINT PAUL, MINNESOTA 01/07/2013 06/21/2013 S Int Sm Bank

 630555 AMERICAN BK, BOZEMAN, MONTANA 03/04/2013 07/03/2013 O Int Sm Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 07/31/2013

08/08/2013

B.O.E. Bancshares, Inc., Lawton, Oklahoma, to 

acquire through its acquisition subsidiary, 

B.O.E. Chickasha Corp, Lawton, Oklahoma, 100 

percent of the voting shares of Chickasha 

Bancshares, Inc., Chickasha, Oklahoma, parent 

of Chickasha Bank & Trust Company, 

Chickasha, Oklahoma.

B.O.E. BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Country Club Bank to establish a branch at 414 07/20/2013

Nichols Road, both in Kansas City, Missouri.

COUNTRY CLUB BANK

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 386450 FIVE POINTS BK, HASTINGS, NEBRASKA 03/18/2013 06/28/2013 S Small Bank

 3660478 PRIME BK, EDMOND, OKLAHOMA 03/18/2013 07/01/2013 S Small Bank

 990352 UNITED B&TC, MARYSVILLE, KANSAS 03/25/2013 07/02/2013 S Int Sm Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Centennial Bank, Plainview, Texas, to establish 

a branch to be located at 1689 River Road, 

Boerne, Texas 78006.

CENTENNIAL BANK

Newspaper:

Federal Register:

* 3A3 Not available

07/15/2013

Overton Financial Corporation, Overton, Texas, 

and Overton Delaware Corporation, Dover, 

Delaware, to acquire up to 50 percent of the 

issued and outstanding shares of voting 

common stock of Longview Financial 

Corporation, Longview, Texas, and its wholly 

owned subsidiary, Texas Bank and Trust 

Company, Longview, Texas.

OVERTON FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

07/15/2013

Overton Financial Corporation, Overton, Texas, 

to indirectly acquire, through Lindale Delaware 

Corporation, Dover, Delaware, an additional 

21,951 common shares (6.08 percent) of 

Longview Financial Corporation, Longview, 

Texas, and its wholly owned subsidiary, Texas 

Bank and Trust Company, Longview, Texas; 

and Lindale Delaware Corporation, Dover, 

Delaware, to directly acquire 21,951 common 

shares (6.08 percent) of Longview Financial 

Corporation, Longview, Texas, and its wholly 

owned subsidiary, Texas Bank and Trust 

Company, Longview, Texas.

OVERTON FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

CIC Not available

07/26/2013

Prior notice by David C. Hernandez, as 

proposed trustee of the R.L.H. 2011 SGB Trust, 

Dallas, Texas, the general partner of Southwest 

Banking Partners, L.P., Dallas, Texas, to acquire 

control of greater than 25 percent of Strategic 

Growth Bank, Inc., El Paso, Texas, and 

indirectly, Capital Bank, SSB, El Paso, Texas; 

Bank of the Rio Grande, Las Cruces, New 

Mexico; Mile High Banks, Longmont, Colorado; 

and First National Bank of Santa Fe, Santa Fe, 

New Mexico.

STRATEGIC GROWTH BANK 

INCORPORATED

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Vantage Bank Texas, National Association, 

Refugio, Texas, to become a member of the 

Federal Reserve System through the conversion 

from a national bank charter.

VANTAGE BANK TEXAS, 

NATIONAL ASSOCIATION

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

Filings received during the week ending July 13, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

08/05/2013

IMB HoldCo LLC, OneWest Bank Group LLC, 

IMB Management Holdings GP LLC, IMB 

Management Holdings LP, all of Pasadena, 

California, and The SHM 2009D Trust, Palm 

Beach, Florida, to become bank holding 

companies upon the conversion of OneWest 

Bank, FSB, Pasadena, California, from a federal 

savings association to a national bank.

IMB HOLDCO LLC

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

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.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 1471577 AMERICAN SCTY BK, NEWPORT BEACH, CALIFORNIA 02/19/2013 07/02/2013 S Int Sm Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act