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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM I n the Matter of ) ) TRAHSAMERICA CORPORATION ) RULINGS UPON PROPOSED FINDINGS AS TO THE FACTS Having duly considered the proposed f i n d i n g s as t o the f a c t s submitted by counsel f o r the Board of Governors of the Federal Reserve System and by counsel f o r respondent, Transamerica Corporation, and the record herein, the Hearing O f f i c e r f i l e s the attached statement of his r u l i n g s upon said proposals. Permission was granted counsel f o r each side t o f i l e a reply memorandum t o the f i n d i n g s proposed by opposing counsel. I t was not intended t o grant leave, nor was leave granted, t o f i l e f u r t h e r proposed f i n d i n g s i n a d d i t i o n t o those o r i g i n a l l y f i l e d on behalf of each p a r t y • I n r u l i n g upon the f i n d i n g s proposed and a r r i v i n g a t the f i n d i n g s made, consideration has been given t o the r e p l y memorandum f i l e d by counsel f o r the Board, and t o the so-called "Proposed Rebuttal Findings and Conclusions" submitted by counsel f o r respondent, the l a t t e r document having been considered as being the r e p l y memorandum f o r which leave t o f i l e was granted. (Signed) R. M. Evans HEARING OFFICER. June 13, 1951. -1*2- I n the f o l l o w i n g r u l i n g s the numbers used r e f e r t o the numbered requests i n the "Requested Findings of Fact Submitted by Counsel f o r the Board." Nos. 1 through 14* 18 through 22, and 32 through 34. Adopted i n substance. Nos. 15 through 17* Adopted as t o the substance of the organization of respondent and i t s predecessors, but not i n the form or d e t a i l presented. Nos. 23 through 25% 27 through 31• and 35 through 41* Rejected i n the form presented. The p r i n c i p a l f a c t s of these proposals have been adopted, but the mass of supporting d e t a i l has not been adopted as being unnecessary and inappropriate i n the f i n d i n g s made. No. 26. Rejected i n the form presented. This proposed f i n d i n g purports to show the expansion of banks i n the Transamerica group as separate e n t i t i e s . This i n d i v i d u a l expansion i s m a t e r i a l only as i t became or was a part of the expansion of respondent. The basic f a c t s concerning the expansion of the Transamerica group have been adopted, i n c l u d i n g general f i n d i n g s as t o a c q u i s i t i o n s and the i n t r a - g r o u p absorptions, mergers, and consolidations; otherwise the proposal i s r e j e c t e d as immaterial. Nos. 42 through 91« 93 through 128, and 130 through 173. Adopted i n substance but not i n the form or d e t a i l presented. Ho. 92. Adopted i n substance as t o Transamerica banks i n Oregon and Nevada, and the Central Bank, Oakland; otherwise rejected as not supported by the record. No. 129. Rejected as immaterial. * * * * # -x- * * x -1*3I n the f o l l o w i n g r u l i n g s the numbers used r e f e r t o the numbered requests i n the "Proposed Findings and Conclusions Submitted t o Hearing O f f i c e r Evans on Behalf of Respondent, Transamerica Corporation." Nos* 1, 4, 10, 12, 13^ 15, 16, 17, 25, 26, 32, 33, 34, 43, 106, 108, 118, 133, 135, 139, H I , 149, 153, 168, 172, and 243. Adopted i n substance. No. 10 i s adopted only t o the extent that Transamerica i s not i t s e l f d i r e c t l y engaged i n commercial banking. No. 2. The f i r s t sentence of t h i s proposed f i n d i n g has been adopted i n substance, but the second sentence i s rejected as immaterial. No. 3* Adopted i n substance, but r e j e c t e d insofar as " f o r investment" implies s o l e l y f o r investment, t h i s being contrary t o the weight of the evidence. Nos. 5, 20, 21, 22, 24, 37, 11A. 122, 131, 132, 163, 164, 173, 183, 209, 238, 247, 250, 251, and 252. Rejected as immaterial. No. 6. Adopted i n substance as t o the f i r s t sentence; otherwise r e j e c t e d as not supported by the weight of the evidence. Nos. 7, 8, 11, 156, 157, 160, 165, 169, 195, 197, 233, 234, 244, ported by or contrary to, 19, 23, 35, 38, 41, 44 through 57, 152, 170, 171, 174, 177, 178, 179, 184, 194, 256, 258, and 259« Rejected as not supthe weight of the evidence. No. 9* Rejected i n form stated. some s u b s i d i a r i e s . Fees are c o l l e c t e d by No. 14> Rejected. The proportion of the assets of Transamerica represented by i t s holdings of bank stock is immaterial. No. 18. Rejected i n the form s t a t e d . The f a c t t h a t some 2,300,000 shares of stock of Bank of America were d i s t r i b u t e d t o stockholders i n Transamerica i n 1937 has been adopted. This stock then had a par value of $12.50 per share and a market value of about $46 per share. No. 27. Adopted i n substance, except the l a s t sentence, which i s immaterial. Nos. 28 and 29. Rejected as being immaterial when sepa r a t e l y stated as t o Bank of America. The substance of the data on deposits and deposit accounts has been incorporated w i t h other data i n f i n d i n g s made. No. 30» Adopted i n substance, but the purpose stated i s r e j e c t e d as not the sole or even the most important purpose shown by the evidence. No, 31* Adopted i n substance as t o the f i r s t sentence; otherwise r e j e c t e d as immaterial. No, 36, Adopted i n substance as t o number of shares and shareholders; otherwise rejected as immaterial. Nos, 39 and 40. Rejected i n the form presented. So f a r as m a t e r i a l the f a c t s contained i n these requests are found i n subparagraph ( f ) of Paragraph Five of the f i n d i n g s made. No, 42. Rejected as not supported by the weight of the evidence, except as t o the f a c t of a common d i r e c t o r s h i p . Nos. 53 through 105* Rejected i n the form stated. This group of requested f i n d i n g s purport t o show the growth and development of Bank of America as a separate e n t i t y . Bank of America as a separate i n s t i t u t i o n i s m a t e r i a l here only insofar as i t was a predecessor of Transamerica, and t h e r e a f t e r as a part of the Transamerica group. So f a r as m a t e r i a l and supported by the weight of the evidence, the f a c t s contained i n these proposals have been d i r e c t l y or through consolidation w i t h other f a c t s incorporated i n the f i n d i n g s made. No. 107. Adopted as to the f i r s t sentence; otherwise r e j e c t e d as not supported by the weight of the evidence. Nos. 109, 112, 113, 115, 116» 117, and 235* the form stated as immaterial. Rejected i n No. 110. Rejected as immaterial except the l a s t sentence, the substance of which has been adopted. Nos. I l l 1 2 8 1 137, and 143* Rejected as immaterial except as t o the general f a c t of growth i n population and wealth of the f i v e State area, which has been adopted. No. 119* Adopted i n substance, except as t o "request" and reasons s t a t e d , the f i r s t being unsupported and the l a t t e r immaterial. No. 120, Adopted i n substance, except the statement concerning "request of t h a t bank", which i s r e j e c t e d as immaterial and not established by the record, and the l a s t two sentences, which are r e j e c t e d as immaterial. -1*5No. 121. Rejected i n the form stated. The f a c t s as t o a f f i l i a t e s and as t o applications to branch such a f f i l i a t e s have been adopted. No. 12^3. Adopted i n substance except as t o the reasons s t a t e d , which are immaterial. No. 124* Rejected i n the form stated. This proposal i s immaterial. Also see T r a n s c r i p t , pages 1736 and 1737. Nos. 125 and 130. Adopted as t o the substance of the f i r s t sentence; otherwise r e j e c t e d as immaterial. No. 126. Adopted only as t o the f a c t of branches; otherwise r e j e c t e d as immaterial. Ho. 127. Adopted as to substance of the f i r s t sentence; otherwise r e j e c t e d as immaterial. No. 129* Adopted t o the extent t h a t the number of banking o f f i c e s has been included i n f i n d i n g s made; otherwise rejected as immaterial. No. 134* Adopted as t o substance of the f i r s t sentence, except "request 11 , which i s immaterial and unsupported; otherwise r e j e c t e d as immaterial. Nos. 136, 3.42, and 148* Adopted as to the f a c t t h a t the bank operates branches; otherwise r e j e c t e d as immaterial. Ho. 136. Adopted as t o the number of banking o f f i c e s ; otherwise immaterial, and the l a s t clause i s not supported by the record. Nos. 1-40 and 147. Rejected i n the form stated as immaterial, except t h a t the f a c t s as to deposits are included i n t o t a l s i n the f i n d i n g s made. Nos. 144» 145« and 146. Adopted i n substance as t o the number of banking o f f i c e s ; otherwise rejected as immaterial. Mo* 150. Adopted as t o f a c t s of branches; otherwise r e j e c t e d as immaterial. Nos. 151 and 166. Rejected i n form stated; the general f a c t s concerning competition have been found. -1*6- No. 154. Rejected i n t h e form stated; the f a c t s of a c q u i s i t i o n s and attempted t r a n s f e r of banks have been adopted i n substance. No. 155* Adopted i n substance except the conclusion, i s r e j e c t e d as not supported by the weight of the evidence. tfhich No. 158, Adopted i n substance as t o the number of d i r e c t o r ships j otherwise r e j e c t e d as not supported by the weight of the evidence. No. 159. Adopted t o the extent shown i n subparagraph (c) of Paragraph Four of the f i n d i n g s ; otherwise r e j e c t e d as immaterial. Nos. 161, 162, 232, 253. 254, and 255. Rejected i n the form stated as not supported by the weight of the evidence. No. 167. Adopted t o the extent shown i n subparagraph (h-4) of Paragraph Five of the f i n d i n g s made; otherwise rejected as imm a t e r i a l or unsupported by the weight of the evidence. Nos. 175 and 176. Adopted t o t h e extent shown i n Paragraphs Seven and Ten; otherwise rejected as immaterial. Nos. 180, 181, and 135. Adopted i n the manner and to the extent appearing i n Paragraph Seven of the f i n d i n g s ; otherwise r e j e c t e d as immaterial or not supported by the weight of the evidence. No. 182. Rejected i n the form stated; not supported as t o short-term business c r e d i t , and otherwise immaterial. Nos. 186'through 193% 196, and 198. Adopted to the e x t e n t shown i n Paragraph Seven of the f i n d i n g s made; otherwise r e j e c t e d as immaterial or unsupported by the evidence. Nos. 199 and 200. Adopted only t o the extent appearing i n Paragraph Eight; otherwise r e j e c t e d as not supported by the weight of the evidence. Nos. 201 through 206, and 208. Adopted only t o the extent appearing i n Paragraphs Seven, E i g h t , and Ten; otherwise r e j e c t e d as immaterial or not supported by the record. No. 207. Adopted i n substance so f a r as r e l a t e d to the f i v e - S t a t e area; otherwise r e j e c t e d as immaterial. -1*7Nos. 210 through 216. Adopted t o the extent appearing i n Paragraph Eight of the f i n d i n g s ; otherwise r e j e c t e d as immaterial. Nos. 217 through 229* Adopted only t o the extent appearing i n Paragraphs Seven and Eight of the f i n d i n g s ; otherwise r e j e c t e d as immaterial• No. 23O. Adopted as t o the substance of the l a s t sentence; otherwise r e j e c t e d as not supported by the weight of the evidence, except as appears i n Paragraph Ten of the f i n d i n g s . No. 231. Rejected as not supported by the weight of the evidence, except as appears i n Paragraph Ten of the f i n d i n g s . Nos. 236 and 237. Rejected as immaterial, except t o the extent appearing i n Paragraph Eight of the f i n d i n g s . No. 239. Rejected except as t o approval of branches acquired or established. No. 240* Rejected as unsupported except as appears i n Paragraphs Seven and Ten of the f i n d i n g s . No. 241 and 242. Rejected i n the form stated. The general f a c t s concerning a c q u i s i t i o n s and competition have been found as appear i n Paragraphs Seven, E i g h t , and Ten of the f i n d i n g s . No. 245. Rejected as immaterial except the l a s t clause, which i s not supported by the evidence. No. 246. Rejected. Immaterial whether complaints have been made, and otherwise not supported by weight of the evidence. Nos. 248 and 249. Rejected. The merits of branch banking are i r r e l e v a n t , and the statement of the e f f e c t of growth i s not supported by the record. No. 257. Adopted only t o the extent shown i n Paragraph Eight o f the f i n d i n g s . The conclusion i s not supported by the weight of the evidence. Nos. 260 and 261. Rejected i n the form stated. Paragraphs Seven, E i g h t , and Ten of the f i n d i n g s state the f a c t s and conclusions warranted by the record on these p o i n t s . No. 262. Rejected i n the form stated; the m a t e r i a l and supported f a c t s respecting t h i s appear i n Paragraph Nine of the findings. -1*8No. 263* Rejected. As t o these banks, i t i s now immaterial whether a c q u i s i t i o n was through purchase of stock or purchase of assets. Hps. 26U through 274* Rejected except as appearing i n Paragraph Ten. These requested f i n d i n g s are conclusory i n character. To the extent they c o n f l i c t w i t h or do not appear i n the f i n d i n g s and conclusions made upon the whole record, they are r e j e c t e d as immaterial or unsupported. Hos. 275 through 278, Rejected. These u l t i m a t e conclusions are n o t , upon the whole r e c o r d , supported by the weight of the evidence. •>£ -X* vf I n a d d i t i o n t o the f i n d i n g s and conclusions made i n response t o requests by counsel f o r the Board and counsel f o r respondent, the Hearing O f f i c e r has made such a d d i t i o n a l f i n d i n g s and conclusions as are believed appropriate and warranted by the record i n the proceeding.
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