UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

FIRST SECURITY BANK; JAMES D.

FRALIN, as a director and

individually as a shareholder of

First Security Bank; CARLOS E.

GUTIERREZ, as a director and

individually as a shareholder of

First Security Bank; DENNIS R.

CRONK, as a director and

individually as a shareholder of

First Security Bank; PAUL G.

BLACK, as a director and

individually as a shareholder of

First Security Bank; JERRY W.

BRINKLEY, as a director and

individually as a shareholder of

No. 94-2040

First Security Bank; ALFRED

SILVERSTEIN, as a director and

individually as a shareholder of

First Security Bank; JAMES M.

GRASSE, a shareholder in First

Security Bank; LYNN J. REESE, a

shareholder in First Security Bank;

ROBERT H. HALE, a shareholder in

First Security Bank; OTHER

UNNAMED SHAREHOLDERS OF FIRST

SECURITY BANK, AS THEIR INTERESTS

MAY APPEAR,

Plaintiffs-Appellants,

v.
FEDERAL DEPOSIT INSURANCE

CORPORATION, as receiver for First

Security Bank,

Plaintiff-Appellee,

FIRST VIRGINIA BANK-SOUTHWEST;

HENRY H. HICKS, JR.; JAMES N.

HINSON, JR., officer and director of

First Virginia Bank-Southwest in

his individual and official capacity;

ELLIS L. GUTSHALL, officer and

director of First Virginia BankSouthwest in his individual and

official capacity,

Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of

the Board and CEO First Virginia

Banks, Incorporated, in his

individual and official capacity;

THOMAS E. HARTMAN, a former

officer of First Virginia BankSouthwest; RICHARD A. HESS,

Defendants.

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FIRST SECURITY BANK; JAMES D.

FRALIN, as a director and

individually as a shareholder of

First Security Bank; CARLOS E.

GUTIERREZ, as a director and

individually as a shareholder of

First Security Bank; DENNIS R.

CRONK, as a director and

individually as a shareholder of

First Security Bank; PAUL G.

BLACK, as a director and

individually as a shareholder of

First Security Bank; JERRY W.

BRINKLEY, as a director and

No. 94-2349

individually as a shareholder of

First Security Bank; ALFRED

SILVERSTEIN, as a director and

individually as a shareholder of

First Security Bank; JAMES M.

GRASSE, a shareholder in First

Security Bank; LYNN J. REESE, a

shareholder in First Security Bank;

ROBERT H. HALE, a shareholder in

First Security Bank; OTHER

UNNAMED SHAREHOLDERS OF FIRST

SECURITY BANK, AS THEIR INTERESTS

MAY APPEAR; JOSEPH L. ANTHONY,

Plaintiffs-Appellants,

 3
FEDERAL DEPOSIT INSURANCE

CORPORATION, as receiver for First

Security Bank,

Plaintiff-Appellee,

v.

FIRST VIRGINIA BANK-SOUTHWEST;

HENRY H. HICKS, JR.; JAMES N.

HINSON, JR., officer and director of

First Virginia Bank-Southwest in

his individual and official capacity;

ELLIS L. GUTSHALL, officer and

director of First Virginia BankSouthwest in his individual and

official capacity,

Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of

the Board and CEO First Virginia

Banks, Incorporated, in his

individual and official capacity;

THOMAS E. HARTMAN, a former

officer of First Virginia BankSouthwest; RICHARD A. HESS,

Defendants.

 4
FIRST SECURITY BANK; JAMES D.

FRALIN, as a director and

individually as a shareholder of

First Security Bank; CARLOS E.

GUTIERREZ, as a director and

individually as a shareholder of

First Security Bank; DENNIS R.

CRONK, as a director and

individually as a shareholder of

First Security Bank; PAUL G.

BLACK, as a director and

individually as a shareholder of

First Security Bank; JERRY W.

BRINKLEY, as a director and

individually as a shareholder of

No. 94-2693

First Security Bank; ALFRED

SILVERSTEIN, as a director and

individually as a shareholder of

First Security Bank; JAMES M.

GRASSE, a shareholder in First

Security Bank; LYNN J. REESE, a

shareholder in First Security Bank;

ROBERT H. HALE, a shareholder in

First Security Bank; OTHER

UNNAMED SHAREHOLDERS OF FIRST

SECURITY BANK, AS THEIR INTERESTS

MAY APPEAR; JOSEPH L. ANTHONY,

Plaintiffs-Appellants,

v.

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FEDERAL DEPOSIT INSURANCE

CORPORATION, as receiver for First

Security Bank,

Plaintiff-Appellee,

FIRST VIRGINIA BANK-SOUTHWEST;

HENRY H. HICKS, JR.; JAMES N.

HINSON, JR., officer and director of

First Virginia Bank-Southwest in

his individual and official capacity;

ELLIS L. GUTSHALL, officer and

director of First Virginia BankSouthwest in his individual and

official capacity,

Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of

the Board and CEO First Virginia

Banks, Incorporated, in his

individual and official capacity;

THOMAS E. HARTMAN, a former

officer of First Virginia BankSouthwest; RICHARD A. HESS,

Defendants.

Appeals from the United States District Court

for the Western District of Virginia, at Roanoke.

Jackson L. Kiser, Chief District Judge.

(CA-91-275-R)

Argued: June 6, 1996

Decided: July 22, 1996

Before WILLIAMS and MICHAEL, Circuit Judges, and

JACKSON, United States District Judge for the

 6350 35 8 Eastern District of Virginia, sitting by designation.

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Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Joseph L. Anthony, STOTT & ANTHONY, P.C., Roanoke, Virginia, for Appellants. James Scott Watson, FEDERAL

DEPOSIT INSURANCE CORPORATION, Washington, D.C.;

Douglas Warren Densmore, FLIPPIN, DENSMORE, MORSE,

RUTHERFORD & JESSEE, Roanoke, Virginia, for Appellees. ON

BRIEF: Kevin P. Oddo, FLIPPIN, DENSMORE, MORSE, RUTHERFORD & JESSEE, Roanoke, Virginia; Christopher M. Malone,

John B. Farmer, THOMPSON & MCMULLAN, P.C., Richmond,

Virginia; Ann S. DuRoss, Assistant General Counsel, Robert D.

 3193 107 1 McGillicuddy, Senior Counsel, Michelle Kosse, FEDERAL

DEPOSIT INSURANCE CORPORATION, Washington, D.C.;

Charles O. Cornelison, COPENHAVER, ELLETT & CORNELISON,

Roanoke, Virginia, for Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

Appellants in this suit are the now-defunct First Security Bank,

First Security's former directors or shareholders or both,* and First

Security's former counsel, Joseph Anthony. First Security and its

directors/shareholders retained Anthony to represent them in litigation

against First Virginia Bank, First Virginia Bank's directors, and its

parent company, First Virginia Bank-South West (collectively First

Virginia), all of which are Appellees to this appeal. After Anthony

had filed a variety of claims against First Virginia, First Security was

_________________________________________________________________

*James Fralin, Carlos Gutierrez, Dennis Cronk, Paul Black, Jerry

Brinkley, Alfred Silverstein, James Grasse, Lynn Reese, and Robert Hale

were directors or shareholders or both of First Security.

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declared insolvent and placed under the receivership of the Federal

Deposit Insurance Corporation (FDIC). Consequently, the FDIC succeeded to First Security's interests and represented First Security on

its claims against First Virginia. See 12 U.S.C.A. § 1821(d)(2)(A)(i)

(West 1989) (providing that the FDIC, in its capacity of receiver, succeeds to "all rights, titles, powers, and privileges of the [failed institution], and of any stockholder, member, accountholder, depositor,

officer, or director of such institution with respect to the institution

and the assets of the institution"). Anthony, however, remained as

counsel for the directors/shareholders regarding any claims, which the

parties and the district court termed "nonderivative claims," against

First Virginia that were independent of the First Security litigation

against First Virginia. Having succeeded to First Security's claims

against First Virginia, the FDIC terminated Anthony's representation

of First Security and pursued the litigation against First Virginia.

After the FDIC and First Virginia settled their suit, they successfully

moved the district court to dismiss it with prejudice.

Anthony raised sixty-three assignments of error in his briefs to this

Court in this consolidation of three appeals of the district court's

orders. First, Anthony appeals the district court's denial of his motion

to intervene as of right on behalf of the former shareholders and directors of First Security respecting any nonderivative claims First Security could have asserted against First Virginia prior to First Security's

insolvency. Second, Anthony appeals the district court's denial of his

request to intervene as a pro se litigant due to his claim for attorney's

fees in the amount of a one-third share of claims First Security could

have asserted against First Virginia prior to First Security's insolvency. Third, Anthony appeals the district court's denial of his motion

to impress a lien on the FDIC for his attorney's fees and the district

court's dismissal of the settled claims.

We have carefully examined the record, the briefs, the applicable

law, and have had the benefit of the parties' oral argument. We affirm

the district court's orders, finding Anthony's assignments of error

without merit. Accordingly, the judgments of the district court are

affirmed.

AFFIRMED

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