Full text of Annual Report of the Federal Deposit Insurance Corporation : Annual Report, 1981 : Merger Decisions, Volume 2

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1981
MERGER
DECISIONS
Volume 2

CONTENTS

B A N K S IN V O L V E D IN A B S O R P T IO N A P P R O V E D B Y
T H E F E D E R A L D E P O S IT IN S U R A N C E C O R P O R A T IO N IN 1 9 8 1

State

Town or City

Bank

Alabam a

A uburn
B irm ingham

A u burn Bank & Trust Company
Bank of the Southeast
M etroB ank
Southern Bank of Lee County
Bank of Thom asville
Citizens Bank

S m iths
Thom asville

California

A lham bra
A naheim
Banning
Chico
Downey
Escondido
Fresno
H untington
Beach
La Jolla
Los Angeles

O ntario

C ontinental Bank
Heritage Bank
Gateway W estern Bank
Tri-C ounties Bank
Bank of Downey
First National Bank of San
Diego County
C alifornia Valley Bank
Pacific C itibank
La Jolla Bank & Trust Company
A m erican Pacific State Bank
M anufacture rs Bank
The M itsu bish i Bank
of C alifornia
M itsu i Bank of C alifornia
Pan A m erican N ational Bank of
Los A ngeles
Tokai Bank of California
First Trust Bank

Page

103
66
66
103
46
46
96
40
77
16
71
8
113
92
49
44
3 8 ,4 4
8
38
131
96
77

T ow n or City

Bank

Redding
Rosemead
San Diego
San Francisco

Shasta County Bank
First City Bank
C alifornia Coastal Bank
Golden State Sanwa Bank
The S um itom o Bank of C alifornia
Santa Ana State Bank
Vista National Bank
National Bank of W h ittie r
Cache Creek Bank

Santa Ana
Vista
W h ittie r
W oodland
Bridgeport
Deep River
Hartford
N ew London
N orw ich
Stam ford
T rum bull
V ernon
W aterbury
W illia m a n tic

Dover

W ilm in g to n

Coral Springs
DeLand
Deltona
Flagler Beach
Fort Lauderdale
G reenville
Hialeah
Jacksonville
Jacksonville
Beach
Lakeland
M adison
M iam i
New Smyrna
Beach
St. Petersburg

W in te r Haven

People's Savings Bank-Bridgeport
Deep River Savings Bank
United Bank & Trust Company
The Savings Bank of New London
The N orw ich State Bank and
Trust Company
First Stam ford Bank and Trust
Company
The Bank of Trum bull
V ernon National Bank
Colonial Bank
The Independent Bank and Trust
Company

Page

16
6
40

6
92
131
49
71
113
4
85
54
85
63
4
25
54
25
63

Farmers Bank of the State of
Delaware
116
Peoples Savings & Loan Association
50
G irard Interim Bank
116
W ilm in g to n Savings Fund Society
50
Bank of Coral Springs
B arnett Bank of Volusia County
S outheast Bank of Deltona
B arnett Bank of Flagler County
S outheast Bank
Bank of G reenville
Popular Bank of Florida
Sun Bank of Jacksonville
Beach G uaranty Bank
Barnett Bank of Lakeland
Bank of M adison
The Bank of M iam i
S outheast Bank of Volusia
Central Plaza Bank & Trust
Company
Rutland Central Bank
St. Petersburg Bank and Trust
Company
Barnett Bank of East Polk County

91
35

2
35
91
117

102
79
79
97
117

102
2
20
20
20
97

State

Tow n or City

Bank

Page

Georgia

Boston
H inesville
Ludow ici
Thom asville

Peoples Banking Company
The Coastal Bank
Long State Bank
Com m ercial Bank

120
48
48
120

Iowa

A rling ton
Dayton
Fort Dodge
H anlontow n
M anly
O elw ein

A rlin g to n State Bank
Iowa State Bank & Trust Co.
The State Bank
The Citizens Savings Bank
M anly State Bank
O elw ein State Bank

31
119
119
65
65
31

Kansas

Concordia

The Fidelity State Bank
First Bank & Trust

M aine

Bangor

Bangor Savings Bank
Penobscot Savings Bank
York County Savings Bank
B runsw ick Savings Institution
Houlton Savings Bank
Northeast Bank of Lewiston
and A uburn
Northeast Bank of Sanford
W aterville Savings Bank
Northeast Bank of W estbrook

Biddeford
B runsw ick
Houlton
Lew iston
Sanford
W aterville
W estbrook
M aryland

Chevy Chase
G aithersburg
Riverdale
Silver Spring

M assachusetts

Boston
B urlington
N ew Bedford

Newton
(P.O. Newton
Centre)
W inchester

M ichigan

Cadillac
Jackson
Kalkaska
Litchfield

C entury National Bank
Lincoln National Bank
Citizens Bank and Trust of
M aryland
First Am erican Bank of
M aryland
S uffolk Franklin Savings Bank
New BayBank M iddlesex
BayBank M iddlesex
New Bedford Institution for
Savings
Old Stone Banking Company of
Bristol County
M utual Bank for Savings

28
28
41
106
13
13
41
33
33
106
33
9
67
9
67
56
69
69
89
89
56

BayBank W inchester Trust
Company

The Cadillac State Bank
M ichigan Bank - M idw est
N orthland State Bank
M ichigan Bank - M id South

84
104
84
104

State

M ississippi

Tow n or City

Bay Springs
Hazlehurst
M agnolia
M antee
McComb
O live Branch
Poplarville
W esson

New Ham pshire

Berlin
Gorham
G reenville
Groveton
Lincoln
Peterborough
Plym outh

New Jersey

New York

Bank

Bay Springs Bank
M erchants and Planters Bank
S outhw est M ississippi Bank
Bank of M antee
Bank of McComb
People's Bank and Trust
First Citizens Bank and Trust
Company
Bank of W esson
The Berlin City Bank
The Berlin Co-Operative Bank
Gorham Savings Bank
The Mason Village Savings Bank
Peoples National Bank of Groveton
G ranite State Trust Company
Peterborough Co-Operative Bank
Plym outh G uaranty Savings Bank

Clayton
Peoples Bank of South Jersey
G loucester
C ontinental Bank of New Jersey
T ow nship (P.O.
Laurel Springs)
Linwood
The M ainland Bank
M onroe
Heritage Bank-North
Tow nship
(P.O. Jam esburg)
M ou n t Laurel
The Fellow ship Bank
T ow nship
Princeton
Princeton Bank and Trust
Company
Raritan
State Bank of Raritan Valley
W in slo w
The C om m unity Bank
Tow nship
(P.O. Sicklerville)
A lbany

Buffalo
Dobbs Ferry
Jam estow n
M am aroneck
N ew burgh
N ew York
(Brooklyn)

N ew York

A lbany Savings Bank
City and County Savings Bank
Home Savings Bank of Upstate
New York
The Buffalo Savings Bank
The Greenburgh Savings Bank
Jam estow n Savings & Loan
Association
Union Savings Bank of New York
N ew burgh Savings Bank
Brooklyn Savings Bank
The Dime Savings Bank of
New York
M etropolitan Savings Bank
Am erican Savings Bank

Page

3
98
17
76
17
76
3
98
58
109
109
59
58
111
59
111
27
51

51
81

34
81
27

100
74
74
14,118
84
14
53
100
83
53
83, 91
21

State________________ T ow n or City_________ Bank________________________________________ Page

(M anhattan)

Peekskill
T arrytow n
North Carolina

Boonville
Gastonia
G reensboro
M onroe
North W ilkesboro
Raleigh
Rural Hall
W h ite v ille
W ilson

Ohio

Akron
Colum bus

Pennsylvania

B row nstow n
Elizabethtow n
Lititz
M o rrisville
Perkasie
Reading

Central Savings Bank
Empire Savings Bank
Franklin Savings Bank of
N ew York
Harlem Savings Bank
The G reenw ich Savings Bank
U nion Dime Savings Bank
Peekskill Savings Bank
Peoples W estchester Savings Bank

118
21

Com m ercial & Savings Bank
Independence National Bank
Gateway Bank
United Carolina Bank, M onroe
The N orthw estern Bank

94
73
114
19
114

First-Citizens Bank & Trust
Company
Com m ercial & Farmers Bank
United Carolina Bank, W h ite ville
Branch Banking and Trust
Company
Firestone Bancorp, Inc.
The Firestone Bank
N ationw ide Real Estate Investors
The B row nstow n National Bank
Elizabethtow n Trust Company
Farmers First Bank
The M o rrisville Bank
Bucks County Bank and Trust
Company
Am erican Bank and Trust Company
of Pennsylvania

21
118
91
118
87
87

94
94
19
73
82
82
1
60
70
70
105
105
60

Rhode Island

Providence

Old Stone Bank

South Carolina

Colum bia

Bankers Trust of South Carolina
First-C itizens Bank and Trust
Company of South Carolina
First National Bank of South
Carolina
Spartanburg Bank & Trust Company

78
23

Spartanburg

1
23
78

Utah

Salt Lake City

C om m unity Bank & Trust
Pioneer Bank

43
43

V erm ont

W ells River

The National Bank of Newbury
at W ells River
W ells River Savings Bank

36
36

State

T ow n or City

Bank

V irginia

Gore
W inchester

W estern Frederick Bank
The Com m ercial and Savings Bank

12
12

W ashington

Kirkland
Seattle

Bank of Kirkland
N o rth w e s t Bank

62
62

W isconsin

G lenbeulah
Kiel

The G lenbeulah State Bank
The Citizens State Bank

30
30

A p p ro v a ls o f M e rg e r T ra n s a c tio n s In v o lv in g
A c q u is itio n s o f B anks by H o ld in g C o m p a n ie s

Page

1 21

A P P L IC A T IO N S D E N IE D BY T H E B O A R D O F D IR E C T O R S
C alifornia

Santa Ana

Santa Ana State Bank

131

BANK ABSORPTIONS APPROVED
BY THE CORPORATION

Banking offices
in operation

Resources
(in thousands
of dollars)

Old Stone Bank
Providence, Rhode Island

Before

A fter

1,330,608

to acquire the assets and assume the
deposit liabilities of

Nationw ide Real Estate Investors
Columbus, Ohio

32,867

th is equity capital level. The bank's overall fin an cial and m anagerial resources
are considered acceptable fo r purposes of th is transaction, and the resultant
bank w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w o u ld not have any effect on the services presently
offered by OSB, and considerations of convenience and needs of the com m unity
to be served are consistent w ith approval of the transaction.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ent of OSB, and other relevant m aterial, disclosed no inconsistencies
w ith the purposes of the Act. The re su lta n t bank is expected to continue to meet
the credit needs of its e ntire com m unity, consistent w ith its safe and sound
operation.
A fte r consideration of the foregoing, the Board of Directors has concluded that
approval of the application is w arranted.
Resources
(in thousands
of dollars)

Southeast Bank of Volusia
New Smyrna Beach, Florida
to merge with
Southeast Bank of Deltona
Deltona, Florida

Banking offices
in operation
Before

54,586

28,468

A fter

Sum m ary report by Attorney General, August 8, 1 9 8 0
The m erging banks are both w h o lly-o w n e d subsidiaries of the same bank
holding company. As such, th e ir proposed m erger is essentially a corporate
reorganization and w ould have no effect on com petition.
Basis for Corporation Approval, January 2 1 , 1981
S outheast Bank of Volusia, New Sm yrna Beach, Florida, an insured state
nonm em ber bank w ith total resources of $ 5 4 ,5 8 6 ,0 0 0 and total IPC deposits of
$41,623,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge,
under its charter and title , w ith S outheast Bank of Deltona, Deltona, Florida, an
in s u re d s ta te n o n m e m b e r bank w ith to ta l re s o u rc e s o f $ 2 8 ,4 6 8 ,0 0 0
and total IPC deposits of $25,936,000. In c id e n tto the transaction, the sole office
of Southeast Bank of Deltona w ould be established as a branch of the resultant
bank w h ich w ould com m ence operations w ith a total of fo u r approved offices.
Competition
Essentially a corporate reorganization, the proposal w ould provide a means by
w h ich Southeast Banking C orporation, M iam i, Florida, a m u lti-b a n k holding
com pany c o n tro llin g 23 banks, may consolidate some of its operations. The
proponents have been under com m on control since 1974. The proposed merger
w ould not a ffect the stru ctu re of com m ercial banking or the concentration of
banking resources w ith in the relevant market.
In vie w of the foregoing, the C orporation is of the opinion th a t the proposed
merger w o u ld not, in any section of the country, substantia lly lessen com peti
tio n , tend to create a m onopoly, or in any other m anner be in re stra in t of trade.
Financial and Managerial Resources; Future Prospects
Proponents' fin a n c ia l and m anagerial resources are considered adequate for
the purposes of th is proposal and the fu tu re prospects of the resultant bank
appear favorable.

Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket by the re sultant bank w ould not
diffe r m aterially from those presently offered by each proponent.
A review of available in form ation, including the C om m unity R einvestm ent Act
Statem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
institutio n.
On the basis of the foregoing inform ation, the D irector of the Division of Bank
S upervision, acting on behalf of the Board of D irectors under delegated a u th o r
ity, has concluded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Bay Springs Bank
Bay Springs, M ississippi
(change title to C om m onw ealth Bank)

Banking offices
in operation
Before

42,238

10,943

After

to merge w ith

First Citizens Bank and Trust Company
Poplarville, M ississippi

Sum m ary report by Attorney General, Novem ber 2 0 , 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect upon com petition.
Basis for Corporation Approval, January 2 6 , 1981
Bay Springs Bank, Bay Springs, M ississippi, an insured state nonm em ber
bank w ith to ta l re s o u rc e s o f $ 4 2 ,2 3 8 ,0 0 0 and to ta l IPC d e p o s its of
$33,777,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance A ct, fo r the C orporation's consent to merge w ith First
Citizens Bank and Trust Company, Poplarville, M ississippi ("F irst C itizens"), a
state m em ber bank w ith total resources of $ 1 0 ,9 4 3 ,0 0 0 and total IPC deposits of
$6,752,000, under the charter of Bay Springs Bank and w ith the title "C o m
m onw ealth B ank." Incident to the transaction, the tw o offices of First Citizens
w ould be established as branches of the re su ltan t bank, w h ich w ould have a
total of six offices.
Competition
Bay Springs Bank operates its m ain office and one branch in Bay Springs, and
one branch each in S trin ge r and Heidelberg, all of w h ich are in Jasper County
(19 7 0 p o p u la tio n 15,994) in sou th -ce ntra l M ississippi. First Citizens, headquar
tered in Poplarville, operates one branch in Picayune, both of w h ich are in Pearl
River County (1970 population 27,802) in extrem e southern M ississippi along
the Louisiana border.
Pearl River County is regarded as the relevant m arket in w h ich to assess the
com petitive im pact of the proposed tra n s a c tio n .* The econom y of the county is
‘ Both banks are controlled by Richard W . O'Dom. Since this affiliation between the two banks has
not heretofore been subject to regulatory scrutiny, the affiliation is of no persuasive value in
determ ining, for the purposes of the Bank Merger Act, w hat competitive impact, if any, the proposed
transaction may have. Therefore, in accordance w ith past agency practice, the Board of Directors
has ignored the affiliation in its assessment of the competitive impact of the proposal.

p rim a rily a g ricu ltu ra l. In the relevant m arket, three banks w ith ten offices,
control total IPC deposits of $7 4,33 9,000. Of these deposits, First Citizens
controls the sm allest share, 9.1 percent. Bay Springs Bank is not represented in
th is m arket, and its closest office to P oplarville is located some 80 road m iles
northeast. There is no sig n ific a n t existing com petition betw een the tw o banks
th a t w o u ld be elim ina ted by the proposed m erger, nor w ould there be any
sig n ifica n t effect on the structu re of the local market.
M ississippi statutes perm it branch banks w ith in a 10 0 -m ile radius of a bank's
home office, subject to certain m in im u m capitalization requirem ents and home
office protection provisions. Therefore, each of the proponents could legally
branch into some areas served by the other. However, due to the relatively sm all
size of both proponents, the loss of th is lim ited potential fo r fu tu re com petition to
develop betw een them is not considered to be of significance.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of both proponents are adequate for
purposes of th is proposal, and the re sulta nt bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The re su lta n t bank w o uld be able to offer a broader range of com m erical
banking services than presently available at First Citizens, and considerations
relating to th e convenience and needs of the co m m unity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

People's Savings Bank-Bridgeport
Bridgeport, Connecticut

Before

A fter

1,999,924

42,592

to purchase assets and assume deposit
liabilities o f

First Stam ford Bank and Trust Company
Stamford, Connecticut

Sum m ary report by the Attorney General, August 8, 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have a sig n ifica n tly adverse effect upon com petition.
Basis for Corporation Approval, January 2 6 , 1981
People's Savings Bank-Bridgeport, Bridgeport, C onnecticut ("A p p lica n t"), an
insured m utual savings bank w ith total resources of $1,9 9 9 ,9 2 4 ,0 0 0 and total
deposits of $1,73 2 ,5 5 1,00 0 , has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance A ct, fo r the C orporation's consent to
purchase the assets of and assum e the lia b ility to pay deposits made in First
Stam ford Bank and Trust Company, Stam ford, C onnecticut ("O th e r Bank"), an

insured state nonm em ber bank w h ich has total resources of $42,59 2,000 and
total IPC deposits of $32 ,91 4 ,00 0. Consent is also sought to establish the five
operating offices and the one approved, not opened, office of Other Bank as
branches of A pplicant, increasing to 40 the num ber of approved offices.*
Com petition
A pplicant, based in the city of Bridgeport, operates 33 offices (excluding 1
approved, not opened office in Stratford) located p rincipally in Fairfield County
w h ich is in sou thw e ste rn Connecticut. G overning C onnecticut statutes provide
hom e office protection fo r the sole m utual savings bank headquartered in the
city of Stam ford, p ro h ib itin g de novo expansion by A pplicant into th a t city. Other
Bank, established in 1971, operates five offices (excluding one approved, not
opened office), in the city of Stam ford.
The relevant m arket in w h ic h to assess the com petitive im pact of the proposed
transactio n is regarded as the city of Stam ford (1970 population 108,798;
estim ated 1978 population 106,600) and the contiguous to w n s of G reenw ich,
New Canaan and Darien in the extrem e south w e ste rn portion of Fairfield County
in close p ro xim ity to N ew York City. This area is described as one of the most
a fflu e n t in the nation w ith (1979) median household buying levels ranging from
$25,089 to $32,1 58, w h ic h are su b sta n tia lly higher than the com parable state
fig u re of $20,81 5 or com parable fig u re s fo r the nearby New York City area. In
recent years, the relevant m arket has experienced substantial econom ic grow th
w ith the corporate headquarters of a num ber of national firm s relocating to the
city of Stam ford. The adjacent com m unities have also experienced sim ilar
development, however, rem ain p rim a rily residential.
A pplican t has established de novo offices in the tow ns of G reenw ich and
Darien w h ic h are located in close proxim ity to O ther Bank's Stam ford offices; the
closest offices being a pproxim ately 1.5 m iles apart, serving sim ilar, and to some
extent, an overlapping clientele. The proponents are engaged in distinct lines of
com merce, however, and do not com pete across the fu ll spectrum of com m ercial
banking services. The actual volum e of direct com petition betw een them , for
certain overlapping segm ents of banking services, is not regarded as substan
tia l in the context of th is p articular banking environm ent.
Existing legislation bars A p plica nt from de novo entry into the city of Stam ford
and into the to w n of New Canaan. A d d ition a l potential com petition from con
tin u e d de novo branching a ctivity in the adjacent to w n s of G reenw ich and Darien
w ould have little m aterial im pact in lig h t of the heavily-banked nature of the
market. The potential fo r increased levels of com petition to develop betw een the
proponents is lim ited, and its loss is regarded as having no sig n ifica n t com peti
tive effect.
Com m ercial banking in the relevant m arket is highly concentrated w ith the
m arket's tw o largest com m ercial banks aggregately holding 64 percent of the
local IPC com m ercial bank deposits. O ther Bank, holding approxim ately 2.6
percent of the local com m ercial bank deposits and only 1.5 percent of the
com bined com m ercial and th rift in s titu tio n local deposit base, is not regarded as
a sig n ifica n t com petitive force in th is m arket. A pplicant is presently the second
largest in s titu tio n in the market, in share of local th rift in stitu tio n deposits held in
area offices (fourth, in share of com bined com m ercial and th rift deposits held),
and subsequent to consum m ation of the proposed transaction, w ould not
em erge as the d om inant in stitu tio n . The proposal w ould not have any sig n ifica n t
adverse im pact upon th e s tru c tu re of banking in the local m arket nor w ould it

‘ Office figures exclude 25 remote service facilities operated by Applicant.

have any m aterial effe ct upon the level of co ncentration of banking resources in
any relevant area.**
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
acceptable fo r the purposes of the proposed transaction. The re sultant in s titu
tion is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to Be Served
As a direct consequence of th is proposal, five com m ercial banking offices of
O ther Bank in the city of S tam ford w ould be replaced w ith offices of the state's
largest m utual savings bank. W h ile A pp lica nt is capable of providing most of the
present custom ers of O ther Bank w ith com parable, and in some cases more
favorably priced services; some businessm en and m erchants w ill be required to
seek an alte rn ate com m ercial banking source fo r th e ir p articular needs. Only a
sm all num ber of custom ers w ith a relatively modest volum e of deposits w ould be
so affected and, in lig h t of the num erous offices of other com m ercial banks
located in the area, th is consequence is regarded as having only a modest
im pact. Considerations of the convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The re sulta nt in s titu tio n is expected to
continue to m eet the credit needs of its e n tire com m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Golden State Sanwa Bank
San Francisco, C alifornia
to merge with
First City Bank
Rosemead, C alifornia

Banking offices
in operation
Before

A fter

705,758

151,830

Sum m ary report by Attorney General. Decem ber 16, 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect on com petition.
Basis for Corporation Approval, January 2 6 , 1981
Golden State Sanwa Bank, San Francisco, C alifornia ("G olden State"), an
insured state nonm em ber bank w ith total resources of $ 7 0 5 ,7 5 8 ,0 0 0 and total
IPC deposits of $ 5 45 ,5 18 ,0 0 0, has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, for the Corporation's prior
consent to merge, under its cha rte r and title , w ith First City Bank, Rosemead,

**M a rk e t share figures do not take into account the impact of relatively large banking organizations
based in New York City (approximately 35 road miles distant), w here many area residents com
mute for employment and retail services.

California, an insured state nonmember bank w ith total resources of $151,830,000
and total IPC deposits of $118,5 33,000. Incident to the proposed transaction, the
five offices of First City Bank w ould be established as branches of the resultant
bank, w h ich w ould com m ence operations w ith a total of 28 offices.
Com petition
Golden State, headquartered in San Francisco, operates a total of 23 offices. In
addition to its San Francisco offices, it operates branches in Santa Clara,
Alam eda, Sacram ento, Orange and Los A ngeles Counties. Except fo r directors'
qualifyin g shares. Golden State is a w ho lly-o w n e d subsidiary of The Sanwa
Bank, Ltd., Osaka, Japan.
First City Bank operates its m ain office and three branches in Los Angeles
County and one branch in adjacent Orange County. The proposed m erger w ould
have its most direct and im m ediate im pact in Los Angeles County. Golden State
operates 14 offices in th is county, p rim a rily in the central, w estern and south
w estern portions of the Los A ngeles m etropolitan area. First City Bank has four
offices in the county, all of w h ic h are to the east of the dow n to w n area of the city
of Los Angeles. The proponents' closest offices are Golden S tate's North W h it
tie r Branch and First City Bank's South El M onte Branch w h ich are located
approxim ately tw o m iles apart. These tw o offices are, however, separated by the
San G abriel River and the San Gabriel Freeway. The population of Los Angeles
County w as 7,036,881 in 1970, having increased 16.5 percent betw een 1960
and 1 970. The m etropolitan area has a w id e ly d iversified econom y and is one of
th e state's m ajor business and fin a n c ia l centers. A t June 30, 1979, 85 banks
operating 1,160 offices controlled total IPC deposits of $ 3 2 ,3 8 5 ,2 4 2 ;0 0 0 in Los
A ngeles County. Golden State is the tw e lfth largest com m ercial bank w ith 0.8
percent of the IPC deposits in the county. First City Bank is the tw e n ty -firs t
largest com m ercial bank w ith a 0.3 percent share. Holding a 1.1 percent market
share, the re su lta n t bank w o u ld rem ain the m arket's tw e lfth largest com m ercial
bank. Los Angeles County is dom inated by some of the state's largest banks w ith
the tw o largest together controlling over 49 percent of the m arket's com m ercial
bank IPC deposits. W h ile some existing com petition w o u ld be elim inated as a
result of the proposed merger, th is effect w ould not be significant.
Under C alifornia law, com m ercial banks may branch de novo statewide.
Golden State and First City Bank could, therefore, expand fu rth e r into areas
served by the other. In v ie w of the large num ber of actual and potential com peti
tors w hich w ould rem ain if th is m erger is consum m ated, however, the e lim in a
tion of potential com petition w h ic h w o u ld result from the proposal is not
significant.
Financial and Managerial Resources; Future Prospects
Both banks have satisfactory fin a ncial and m anagerial resources, as w ould
the resultant bank. Future prospects for the resu ltant bank are favorable.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of th is proposed transaction w ould have no perceptible effect
in Los A ngeles County due to the substantia l num ber and types of banking
alternatives available. C onsiderations relating to convenience and needs of the
com m unity to be served are, nevertheless, consistent w ith approval.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re sulta nt bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institution.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

The Mitsubishi Bank of California
Los Angeles, C alifornia

Banking offices
in operation
Before

After

292,564

149,766

to merge w ith

First National Bank of San
Diego County
Escondido, C alifornia

Sum m ary report by Attorney General, Decem ber 8, 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect upon com petition.
Basis for Corporation Approval, January 2 9 , 1981
The M itsubishi Bank of California, Los Angeles, California ("M itsu b ish i"), an
insured state nonm em ber bank w ith total resources of $292,564,000 and total IPC
deposits of $216,930,000, has applied, pursuant to Section 18(c) and other provi
sions of the Federal Deposit Insurance Act, for the Corporation's prior consent to
merge, under its charter and title, w ith First National Bank of San Diego County,
Escondido, California ("FNB"), w ith total resources of $149,766,000 and total IPC
deposits of $ 116,489,000. Incident to the proposed transaction, the eleven
offices of FNB w ould be established as branches of the re su lta n t bank, w h ich
w ould com m ence operations w ith a total of 23 offices.
Competition
M itsubishi operates its m ain office and five branches in Los A ngeles County,
five branches in adjacent Orange County and one branch in San Francisco. FNB
operates a total of eleven offices, all of w h ic h are located in San Diego County.
San Diego County (19 70 p opula tion 1,357,8 54) is regarded as the area in
w h ic h to assess the com petitive im pact of the proposed transaction. A t June 30,
1979, 33 banks w ith 3 14 offices contro lled to ta l deposits of $ 5,847 ,613,000.
FNB is the n in th largest com m ercial bank in th e county co n tro llin g a 2.3 percent
share of such deposits. M its u b is h i is not represented in San Diego County, and
its closest office to FNB is some 4 0 m iles north and separated by a large m ilita ry
in sta lla tio n . Thus, there is no m aterial existing com petition betw een the
proponents.
Com m ercial banking in San Diego County is dom inated by offices of some of
C a lifo rn ia 's largest banking organizations, and in lig h t of the re latively modest
size of th e proponents, the proposed tra n sa ctio n w o u ld have no adverse im pact
upon the level of co n cen tra tio n of com m ercial banking resources in any re le
vant area. M itsu b ish i w ou ld m erely assum e FNB's share of the local m arket.
C alifornia statu tes pe rm it state w id e de novo b ranching activity. M itsu b ish i
and FNB could, the re fore, branch de novo into areas served by th e other. In view
of the large num ber of actual and potentia l com petitors w h ich w o u ld rem ain if
th is m erger is consum m ated, how ever, th e e lim in a tio n of potentia l com petition
w h ich w o u ld result from the proposal is not sign ificant.
The Board of D irectors is of th e opin io n th a t the proposed tra n sa ctio n w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in re stra in t of trade.
Financial and M anagerial Resources; Future Prospects
Both banks have sa tisfactory fin a n c ia l and m anagerial resources, as w ould
the re su lta n t bank. Future prospects fo r the re su lta n t bank are favorable.

Convenience and Needs of the C om m unity to be Served
C onsum m ation of th is proposed tra n sa ctio n w o u ld have no perceptible effect
in San Diego C ounty due to the su b sta n tia l num ber and types of banking
a lte rn a tive s available. C onsiderations rela ting to convenience and needs of the
co m m u n ity to be served are, nevertheless, consistent w ith approval.
A review of available info rm a tio n , in clu din g the C om m unity R einvestm ent
A ct S tatem ents of the proponents, disclosed no inconsistencies w ith the p u r
poses of th e Act. The re s u lta n t bank is expected to co n tin u e to m eet th e credit
needs of its e n tire com m unity, consistent w ith the safe and sound operation of
the in stitu tio n .
Based on th e foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Citizens Bank and Trust Com pany
of Maryland
Riverdale, M aryland

Banking offices
in operation
Before

A fter

613,75 6

24,918

to merge w ith

Century National Bank
Chevy Chase, M aryland

Sum m ary report by Attorney General, O ctober 1 0 , 1 9 8 0
M ontgom ery County (1978 estim ated population 593,000) is a suburban,
residential area and part of the W ashington , D.C., SM SA. This high incom e area
has com puter, research and related services, as w e ll as retail trade, as major
em ployers w ith in the county.
The closest offices of m erging banks (A pplicant's W isconsin Circle branch and
Bank's m ain office in Chevy Chase) are 0.1 m iles apart, w ith a branch of
Equitable Trust Bank in the intervening area. Also in the im m ediate area are
branches of three other banks. Bank's other fo u r branches are located 1 .2 ,1 .0 ,
1.8 and 0.8 m iles from com peting offices of A pplicant. It appears, therefore, th a t
the proposed m erger w ill e lim in a te a substantia l am ount of d irect com petition.
Com m ercial banking in M ontgom ery County is concentrated. Of the 21 banks
w ith 149 offices, the fo u r largest banking organizations, in term s of deposits held
in county bank offices, held 57.9 percent of those deposits. A pplicant is the fifth
largest and Bank is the sixteenth largest banking organization in the county,
co n tro llin g , respectively, 7.6 percent and 1.2 percent of local deposits. If th is
a cquisition is consum m ated, the resulting bank w ould be the th ird largest bank
co n tro llin g 8.8 percent of local deposits and concentration among the four
largest banks w ould rise from 57.9 percent to 58.9 precent.
For the reasons stated above, the m erger w ill have an adverse effect on
com petition.
Basis for Corporation Approval, February 9 , 1981
Citizens Bank and Trust Company of M aryland, Riverdale, M aryland ("C itizens
Bank"), an insured state nonm em ber bank w ith total resources of $6 13,7 56,000
and total IPC deposits of $522,7 9 4,0 00 , has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, fo r the C orporation's
prior consent to merge, under its charte r and title , w ith C entury N ational Bank,
Chevy Chase, M aryland, w h ic h has total resources of $ 2 4 ,9 1 8 ,0 0 0 and total IPC
deposits of $ 2 0,32 9,000. Incident to the proposed transaction, the fo u r existing

and one approved, but unopened offices of C entury N ational Bank w ould be
established as branches of the re su lta n t bank.
Com petition
Citizens Bank operates 59 offices th ro u g h o u t central M aryland and has
received necessary regula tory approvals to establish an additional three branch
offices. An applicatio n fo r consent to establish a branch at Crofton (Anne A ru n
del County), M aryland is pending before the C orporation, and is being considered
by the Board of D irectors in a separate action th is day. The m ajority of Citizens
Bank's offices are located in the W ashington, D. C. m etropolitan area w ith the
m ain o ffice and 29 branches located in Prince Georges County and 19 offices
presently operated in M ontgom ery County.
C entury N ational Bank, headquartered in the co m m u n ity of Chevy Chase,
w h ich lies adjacent to and n o rth w e s t of the D istrict of Colum bia, operates fo u r
offices and has received regulatory approval to establish another branch in
central and sou the rn M ontgom ery County w hose econom y is closely integrated
w ith th a t of W ashington , D. C.
The rele van t m arket in w h ic h to assess th e com petitive im pact of the proposed
tra n sa ctio n is approxim ated by M ontgom ery County, M aryland plus the D istrict
of Colum bia. It is w ith in th is relevant area th a t C entury N ational Bank operates
all of its offices and derives th e bulk of its banking business, and it is w ith in th is
area th a t its custom ers may seek alte rn ate sources of com m ercial banking
services. C itizens Bank operates 19 offices in th is relevant m arket, several of
w h ic h are located in p ro xim ity to o ffices of C entury N ational Bank, and o ffe r
direct com pe tition fo r com m ercial banking services. Such existing com petition
w o u ld be e lim in a te d by co n sum m atio n of the proposed tra n sa ctio n . S im ilarly,
the proposed tran sa ctio n w ou ld e lim in a te some potential fo r increased levels of
co m p e titio n to develop betw een th e tw o banks th ro u g h addition al de novo
branch expansion w h ich , under M aryland statutes, is perm itted on a state-w ide
basis. In lig h t of th e re la tiv e ly m odest volum e of banking business involved in
th is proposal, how ever, and considering the num erous alte rn a tive sources of
com m ercial banking services available th ro u g h o u t M ontgom ery County and the
D istrict of C olum bia, the loss of some existing and potentia l com petition
betw een the proponents, as a consequence of consum m ation of the proposed
transaction , is not regarded as having a substantial com petitive impact.
In the relevant m arket, 39 insured com m ercial banks operate 325 offices and
hold to ta l deposits in excess of $7 b illio n . Three re la tive ly large W ashington, D.
C. based com m ercial banking orga niza tio n s hold more than 50 percent of the
m arket's IPC deposit base, and several of M a ryla nd's largest banking organiza
tions, w h ic h hold s ig n ific a n t m arket shares of such deposits, are represented in
the M ontgo m ery C ounty portion of th e relevant m arket. Citizens Bank holds
approxim ate ly 2.3 percent of the m arket's IPC com m ercial bank deposits and
ranks, by such a m easure, as the eigh th largest com m ercial banking organiza
tio n in th e m arket. In such a banking clim ate. C itizens Bank's proposed a cq u isi
tio n of C entury N ational Bank, w h ic h holds only a 0.3 percent m arket share of
IPC deposits, w o u ld have no s ig n ific a n t e ffect upon the stru ctu re of com m ercial
banking nor w o u ld it have any m a terial im pact upon the level of co ncentratio n of
banking resources in any relevant area.
The Board of D irectors is of th e op inion th a t the proposed transaction w ould
not, in any section of th e co u n try, s u b s ta n tia lly lessen co m petition, tend to
create a m onopoly, or in any othe r m anner be in re stra in t of trade.
Financial and M anagerial Resources; Future Prospects
The fin a n c ia l and m anageria l resources of both Citizens Bank and of C entury

N ational Bank are regarded as satisfactory, and each bank w o u ld appear to have
favorable fu tu re prospects, as w ould the resultant bank.
Convenience and Needs of the C om m unity to be Served
The proposed tra n sactio n w ould, on balance, have no m aterial im pact upon
the level and pricing of banking services in the m etropolitan W ashington, D. C.
area, and such considerations are regarded as consistent w ith approval of the
application.
P u rs u a n tto th e C om m unity R einvestm ent Act, the C orporation, in processing
an application, m ust consider the applicant's record in com plying w ith the
technical requirem ents of the A ct and its im plem enting regulation and, more
im portantly, its record in helping to meet the credit needs of its entire com m un
ity, including lo w - and m oderate-incom e neighborhoods therein. Based upon
the results of the most recent com pliance exam ination, a supplem ental investi
gation conducted by the Philadelphia Regional O ffice and a study by W ashington
O ffice staff, the Board of D irectors has concluded th a t the applicant's record of
perform ance under the A ct is m ixed and th a t the application should be approved
only upon agreem ent by the applicant to the conditions set fo rth in the accom
panying Order.
Under its CRA regulation , the C orporation determ ines w h e th e r an applicant
has delineated its com m unity and w h e th e r th a t delineation is "re a so n a b le ," i.e.,
w hether, among other things, it does not exclude low - and m oderate-incom e
neighborhoods. A n im p orta nt issue in th is case w as the applicant's decision not
to include any portions of the D istrict of Columbia (including areas in w hich it has
re gularly made loans to D istrict residents) as part of the local com m unities of
several of its branch offices th a t lie adjacent to the M a ryla n d -D istrict border. In
the applicant's view , the C om m unity Reinvestm ent A ct and its im plem enting
regulation perm itted the b a n k to d o s o a n d , moreover, inclusion of portions of the
D istrict could resu lt in subjecting the bank to an unreasonable tax burden under
D istrict law. Follow ing a careful review of the applicant's position, it is the
C orporation's vie w th a t the legislative history and purpose of the Act favor
inclusion of relevant portions of the D istrict of Columbia in the applicant's
com m unity; that the CRA regulation, w h ile establishing State and other geograph
ical boundaries as one option for delineation, also envisions the inclusion of
appropriate adjacent areas, absent some physical, economic or legal barrier to that
inclusion; and finally, tha t the D istrict's tax laws posed no threat of unreasonable
taxation.
A n o th e r assessm ent facto r considered in evaluating perform ance is th e lend
er's efforts to ascertain credit needs in the com m unity, including efforts to
com m unicate w ith m em bers of its com m unity regarding the credit services
being provided. The applicant appears to be doing a creditable job in th is area
w ith respect to sm all business credit needs. W ith respect to contacts w ith
nonbusiness segm ents of its com m unity, the applicant's record indicates that,
although its regular m arketing and advertising of credit appears to cover its
en tire com m unity, there w as no focus on the low - and m oderate-incom e re si
dents of the com m unity. The bank had no com prehensive vie w as to w here those
residents w ere concentrated and w h a t the credit needs of residents in those
areas were.
W h ile the bank has expressed a w illin g n e s s to id e n tify more specifically areas
of low -incom e residents and to establish contacts w ith organizations w h ich can
help to ascertain the cred it needs th e re in , th is aspect of the bank's record of
perform ance w ill require concerted efforts tow ard im provem ent. O ther condi
tio n s set fo rth in the Order reflect additional steps the applicant is expected to

take to im prove its record of perform ance under the C om m unity R einvestm ent
Act.
A ccordin gly, based on a carefu l evalu a tio n of all available facts and in fo rm a
tio n relevant to the subject application, and subject to the conditions set fo rth in
the accom panying Order, th e Board of D irectors has concluded th a t th is applica
tio n should be approved.
Resources
(in thousands
of dollars)

The Com m ercial and Savings Bank
W inchester, V irginia

Banking offices
in operation
Before

77,211

7,665

A fter

to merge w ith

Western Frederick Bank
Gore, V irginia

Sum m ary report by A ttorney General, Decem ber 8, 1 9 8 0
The m erging banks are both w h o lly -o w n e d subsidiaries of the same bank
holding com pany. As such, th e ir proposed m erger is e ssentially a corporate
reorganization and w o u ld have no effect on com petition.
Basis for Corporation Approval, February 9, 198 1
The Com m ercial and Savings Bank, W inchester, V irginia, an insured state
nonm em ber bank w ith to ta l resources of $ 7 7 ,2 1 1 ,0 0 0 and to ta l IPC deposits of
$ 6 3 ,82 8,0 00 , has applied, p ursua nt to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge,
under its c h a rte r and title , w ith W estern Frederick Bank, Gore, V irg in ia , an
insured state non m em ber bank w ith to ta l resources of $ 7 ,6 6 5 ,0 0 0 and to ta l IPC
deposits of $ 6,4 9 4 ,0 0 0 . Incident to the tra n sa ctio n , the sole office of W estern
Frederick Bank w o u ld be established as a branch of th e re su lta n t bank w h ic h
w ould com m ence operations w ith a total of eight approved fu ll-se rvice offices.
Com petition
E ssentially a corporate reorganiza tion, the proposal w ould provide a means by
w h ic h D om inion Bankshares C orporation, Roanoke, V irginia, a m u lti-b a n k h o ld
ing com pany c o n tro llin g 14 banks, may consolidate some of its operations. The
proponents have been under com m on co n trol since 1972. The proposed m erger
w o u ld not a ffe ct the s tru c tu re of com m ercial banking or th e co ncentratio n of
banking resources w ith in the relevant market.
In vie w of the foregoing , the C orporation is of th e opinion th a t the proposed
m erger w o u ld not, in any section of the country, su b sta n tia lly lessen co m p e ti
tio n , tend to create a m onopoly, or in any o th e r m anner be in re s tra in t of trade.
Financial and Managerial Resources; Future Prospects
Proponents' fin a n c ia l and m anageria l resources are considered adequate fo r
the purposes of th is proposal, and w ith the contem plated addition to capital, the
fu tu re prospects of the re su lta n t bank appear favorable.
Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket by th e re su lta n t bank w o u ld not
d iffe r m a terially from those presently offered by each proponent.
A review of available info rm a tio n , in clud in g the C om m unity R einvestm ent A ct
S tatem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The re s u lta n t in s titu tio n is expected to co n tin u e to meet th e credit needs
of its e n tire c om m un ity, con siste n t w ith th e safe and sound operation of the
in stitu tio n .

On the basis of the foregoing inform ation, the D irector of the Division of Bank
Supervision, acting on behalf of the Board of D irectors under delegated a u th o r
ity, has concluded th at approval of the application is w arranted.

Resources
(in thousands
of dollars)

York County Savings Bank
Biddeford, M aine
(change title to Coastal Savings Bank)

Banking offices
in operation
Before

59,306

80,042

A fter

to consolidate w ith

Brunswick Savings Institution
B runsw ick, M aine
Sum m ary report by A ttorney General, not received

Basis for Corporation Approval, February 2 3 , 1981
York County Savings Bank, Biddeford, M aine ("Y C SB"), an insured m utual
savings bank w ith total resources of $ 5 9 ,3 0 6 ,0 0 0 and total deposits of
$53,55 6,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to consolidate
w ith B runsw ick Savings In stitutio n, B runsw ick, M aine ("B S I"), w h ich is an
insured m utual savings bank w ith total resources of $ 8 0 ,0 4 2 ,0 0 0 and total
deposits of $ 7 2 ,7 7 7 ,0 00 , under a new state charte r and w ith the title "Coastal
Savings B ank." Incident to the proposed transaction, the six existing offices of
YCSB and the fo u r existing offices of BSI w ould be established as branches of the
re sultant in s titu tio n w hose m ain office w ould be designated as a new ly estab
lished de novo office of YCSB to be located at the ju n ctio n of Gorham and Foden
Roads, South Portland, M aine.*
Com petition
BSI, headquartered in the city of B runsw ick (1970 population 16,195), oper
ates fo u r offices in eastern Cum berland County and adjacent Sagadahoc County
in coastal M aine. BSI p rim a rily com petes in a relevant m arket approxim ated by
the area w ith in a 10-12 road-m ile radius of th e city of B runsw ick. This market,
w h ich contains a population estim ated at 42,500 , lies along the A tla n tic coast
northeast of the city of Portland.
YCSB, headquartered in the city of Biddeford (1970 population 19,983), oper
ates six offices in York County in the southern portion of the state. Four of its
offices are located in the Saco-Biddeford-Kennebunk corridor of the eastern
coastal portion of the county, w ith tw o re lative ly sm all offices operated in the
to w n s of H ollis and Kezar Falls in the in te rio r central and northw estern portion of
the county. YCSB prim a rily com petes in a relevant m arket approxim ated by a
10-12 road-m ile radius of the city of Biddeford. This market, w h ich contains a
population estim ated at 4 7 ,5 0 0 , lies along the A tla n tic coast southw est of the
city of Portland.

*A companion application has been filed w ith the Corporation by YCSB for consent to establish a de
novo branch office at this South Portland site. Upon consummation of the proposed consolidation,
this office would be designated as the main office of the resultant Coastal Savings Bank. The
Corporation has approved this companion application by separate action this day.

The proponents' closest offices are located approxim ately 30 road m iles apart,
and the tw o in s titu tio n s com pete in separate, d istinct markets. The Portland
m etropolitan area, w h ich is the state's largest fin an cial and com m ercial center,
lies betw een the proponents' respective markets, and there is no overlap of
service area. No m aterial volum e of existing com petition betw een the tw o
in s titu tio n s w ou ld be elim in ate d by th e proposed transaction, nor w ould its
consum m ation have any adverse im pact upon the structure of e ither m arket, or
upon the level of concentration of resources in any relevant area.
M aine statutes p e rm it statew ide m erger and de novo branching activity,
therefore, th ere is some potential fo r com petition to develop betw een the tw o
in s titu tio n s at some fu tu re tim e. The potential fo r any m eaningful level of
com petition to develop betw een the proponents is view ed as lim ited, however,
and its loss w ould have no sig nifica nt effect.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Both in s titu tio n s have generally satisfactory fin a ncial and m anagerial resour
ces, and the resulta nt in s titu tio n w ould have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tra nsa ction w ould have no m aterial effect upon convenience
and needs considerations w h ic h are regarded as consistent w ith approval of the
application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Banking offices
in operation

Resources
(in thousands
of dollars)

The Buffalo Savings Bank
B uffalo, New York

Before

A fter

2,548,5 70

33,636

to merge w ith

Jam estow n Savings and Loan Association
Jam estow n, New York

Sum m ary report by A ttorney General, Decem ber 8 , 1 9 8 0
W e have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect upon com petition.
Basis for Corporation Approval, February 2 3 , 1981
The Buffalo Savings Bank, Buffalo, New York ("S avings Bank"), an insured
m utual savings bank w ith total resources of $ 2,5 4 8 ,5 7 0 ,0 0 0 and total deposits
of $ 2 ,3 82 ,13 0,0 00 , has applied, pursuant to Section 18(c) and other provisions
of the Federal Deposit Insurance A ct, fo r the C orporation's prior consent to
merge, under its c ha rte r and title , w ith Jam estow n Savings and Loan A ssocia
tion, Jam estow n, New York ("A sso cia tio n "), a state-chartered savings and loan
association w h ich has total resources of approxim ately $ 3 3 ,6 3 6 ,0 0 0 and total

deposits of approxim ately $ 3 1,92 1,000. Incident to the proposed transaction,
the tw o existing offices of A ssociation located in the com m unities of Jam estow n
and W estfield, and the approved, not opened office of Association to be located in
the com m u nity of Ellicott, w ould be established as branches of Savings Bank.
Com petition
Savings Bank, headquartered in the city of Buffalo, operates 18 offices in Erie
and adjacent Niagara Counties in w estern N ew York State.* A ssociation com
petes in a relevant m arket approxim ated by Chautauqua County, w h ich is
located in the extrem e south w este rn portion of the state, southw est of the city of
Buffalo. A pproxim ately 45 road m iles separate the proponents' closest offices,
and the tw o in stitu tio n s com pete in separate, d istinct markets. No m aterial
volum e of existing com petition between the proponents w ould be elim inated by
the proposed merger, nor w ould its consum m ation have any adverse impact upon
the structure of either market or upon the level of concentration of resources in any
relevant area.
New York statutes p e rm it statew ide m erger and de novo branching activity,
therefore, th ere is some potential fo r com petition to develop betw een the tw o
in stitu tio n s at some fu tu re tim e as a result of such expansion efforts. Associa
tio n 's modest relative size and level of resources, however, w ould appear to
preclude any m eaningful expansion e ffort on its part into the Buffalo m etropoli
tan area not served by Savings Bank or into other areas in New York State. W hile
it is recognized th a t Savings Bank does possess the level of resources and
branching experience to successfully enter the Chautauqua County m arket de
novo, the w e ll established presence of several other relatively large Erie and
Niagara County based th rift in stitu tio n s w ould make such an entry d ifficu lt. The
loss of some potential fo r fu tu re com petition to develop betw een the proponents
is regarded as having no sig n ifica n t effect.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of the proponents and of the resultant
in s titu tio n are regarded as acceptable fo r the purposes of the proposed transac
tion. The re su lta n t in s titu tio n w o u ld appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w ould have no m aterial effect upon convenience
and needs consideratio ns w h ic h are regarded as consistent w ith approval of the
application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

•Reference to aggregate number of offices exclude EFT Units and remote service facilities.

Resources
(in thousands
of dollars)

Tri Counties Bank
Chico, California

Banking offices
in operation
Before

45,376

46,186

A fter

to merge w ith

Shasta County Bank
Redding, C alifornia

Sum m ary report by Attorney General, Decem ber 1 6 , 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect on com petition.
Basis for Corporation Approval, February 2 5 , 1981
Tri Counties Bank, Chico, C alifornia, an insured state nonm em ber bank w ith
total resources of $ 4 5 ,3 7 6 ,0 0 0 and total IPC deposits of $34,50 1,000, has
applied, pu rsu an t to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter
and title , w ith Shasta County Bank, Redding, C alifornia, an insured state non
mem ber bank w h ic h h a sto ta l resources of $4 6,1 8 6,000 and total IPC deposits of
$37,654,000, subsequent to the merger of Shasta County Bank, under its charter
and title, w ith Tri-C ounties Subsidiary Company, a w holly-ow ned subsidiary of
Tri-C ounties Bank w h ich is a noninsured C alifornia corporation in organization.
Incident to the m erger transactions, the six offices of Shasta County Bank w ould
be established as branches of Tri Counties Bank, increasing to 11, the num ber of
offices operated. A pplication has also been made, pursuant to Section 18(i) of
the Act, fo r consent to issue co nvertible subordinated capital notes as an addi
tion to the capital stru ctu re of Tri Counties Bank, and fo r consent to retire these
notes at m aturity, seven years and one day after the date of issue, or to convert
these notes into com m on stock of the resultant bank after a one-year period.
Competition
The tw o banks com pete in separate, d is tin c t m arkets w ith th e ir closest offices
located more than 55 road m iles apart in northern C alifornia. Tri Counties Bank
operates five offices in Butte and adjacent G lenn Counties in the n o rth-central
portion of the Sacram ento Valley. Shasta County Bank operates five offices in
Shasta County in n o rthe rn C alifornia and an office in the adjacent m ountainous
portion of Lassen County. There is no sig n ifica n t existing or potential com peti
tio n betw een th e tw o banks w h ich w o u ld be e lim inated by th e ir proposed
merger.
Tri Counties Bank holds a modest 5.0 percent market share of the IPC deposits
in its relevant market and ranks as the sixth largest of nine com m ercial banks
operating in Butte and eastern Glenn Counties. Shasta County Bank holds a 9.3
percent m arket share of the IPC deposit base in its respective m arket of Shasta
and northw estern Lassen Counties, and ranks as the fifth largest of eight com
mercial banks. Both of these m arkets are characterized by num erous offices of
several of the state's largest com m ercial banking organizations, w ith Bank of
Am erica National Trust and Savings Association holding more than a 40.0 per
cent share of deposits in each respective market. In such a com petitive en viro n
ment, the proposed merger w ould have no adverse effect upon the structure of
com m ercial banking in e ither relevant market, nor w ould it have any material
impact upon the level of concentration of com m ercial banking resources in any
relevant area.

The Board of D irectors is of the opinion th a t the proposed transactions w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The proposed volum e of equity capital for the re su lta n t bank is low er than
desired, and the overall capital stru ctu re w ill be heavily skewed tow ard co n ve rti
ble subordinated capital notes. M anagem ent, however, has com m itted to a
capital augm entation program w h ich w ill provide additional equity capital. Other
considerations regarding fin a n cia l and m anagerial resources have been satis
fa cto rily resolved, and the resu ltan t bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w ill have no m aterial im pact upon the convenience
and needs of the co m m u nitie s to be served. Such considerations are considered
to be consistent w ith approval of the applications.
The C om m unity R einvestm ent A ct perform ance of Shasta County Bank has
been subject to criticism , w h ile the perform ance of Tri Counties Bank has been
relatively free of such inconsistencies w ith the purposes of this Act. The re su lt
ant Tri C ounties Bank is expected to con tinu e to meet th e credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the applications is w arranted.

Resources
(in thousands
of dollars)

Southw est Mississippi Bank
M agnolia, M ississippi
(change title to First Bank of
S outhw est M ississippi)

Banking offices
in operation
Before

36,639

48,861

After

to consolidate w ith

Bank of M cCom b
McComb, M ississippi

Sum m ary report by Attorney General, M ay 18, 1 9 7 8
The appropriate area w ith in w h ic h to assess the com petitive effects of the
proposed transaction is Pike County w here all the offices of A pplicant and Bank
are located.
The head offices of the tw o banks are 10 m iles apart. Branches are as close as
5 m iles. W ith in a distance of 13 m iles covering fo u r com m unities are six of the
banks' seven offices, the seventh in in Osyka, 18 m iles south of M agnolia. These
are the only banking com m unities in the county.
The county's population dropped from 35,000 in 1960 to 31,800 in 1970.
Supplem ental in fo rm a tio n reports the 1975 population as 34,000. Two fo re
casts have been made jo in tly by U.S. Departm ents of A g ricu ltu re and Commerce.
One in 1972 projected a gain to about 4 0 ,0 0 0 in 2020, and one in 1976 projected
a loss to about 3 1 ,7 0 0 in 2020. Per capita annual incom e in Pike County of
$2,775 is more th a n 10 percent below the statew ide figure of $3,098, itself the
low est in the nation. The county does not appear to be a good prospect fo r new
bank entry.

Bank is the second largest in deposits in the county w ith 24 percent and
A pplicant is tied fo r th ird w ith 19 percent. Deposit G uaranty N ational Bank, the
State's largest bank, operates five offices in Pike County and First N ational Bank
of Jackson, the S tate's second largest, operates three offices in th e county. A ll
these offices are in McComb. Deposit G uaranty is the largest in the county, w ith
38 percent of deposits, and First National of Jackson has 19 percent of county
deposits; thus, the S tate's tw o largest banks have 57 percent of county deposits.
First National also has the closest branches in adjoining counties, 85 percent of
deposits in the county to the east and 100 percent of deposits to the w e st of Pike
County.
The application lists three Brookhaven banks and one in T yle rto w n as com peti
tors, as w e ll as tw o banks in Louisiana. Brookhaven is more th a n 27 m iles north
of McComb. Tylertow n, 20 m iles east, is w he re First National of Jackson has 85
percent of county deposits. A Brookhaven bank has a branch in Bogue Chitto
about 20 m iles north of McComb. This may be an alternative fo r custom ers
roughly m idw ay betw een McComb and Bogue C hitto but it is hardly a realistic
alternative fo r the bulk of the residents of the M cC om b-M agnolia area. The other
banks are even fa rth e r away. None of these banks are in Pike County.
The application itse lf estim ates th a t at least 15 percent of custom ers have
accounts at both banks and th a t they account for at least 15 percent of IPC
deposits. This means th a t custom ers having deposits of about $ 1 7-18 m illion out
of to ta l IPC deposits of $11 8 m illio n at both banks w o u ld lose the benefit of
com petitio n betw een the banks w h ic h presum ably led them to open these
accounts.
A ccordingly, ita p p e a rs th a tth e proposed tran sa ction isa m erger of tw o direct
com petitors w ith 43 percent of deposits in an area now served by fo u r banks and
th a t it w ould elim in ate a sig n ifica n t am ount of existing com petition w ith o u t any
likelihood of n e w entry. C onsum m ation of the proposed merger w o u ld change
m arket shares in term s of total deposits from 38 percent, 24 percent, 19 percent,
and 19 percent to 43 percent, 38 percent and 19 percent.
O verall, the proposed transaction w ould have a sig n ifica n t adverse effect upon
com petition in com m ercial banking in Pike County.
Basis for Corporation Approval, February 2 5 , 1981
S outhw est M ississippi Bank, M agnolia, M ississippi, an insured state non
m em ber bank w ith total resources of $ 3 6 ,63 9,0 00 and total IPC deposits of
$ 3 1 ,5 2 7 ,0 0 0 as of June 30, 1980, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
approval to consolidate w ith Bank of McComb, McComb, M ississippi, an insured
state nonm em ber bank w ith total resources of $ 4 8 ,86 1,000 and total IPC depos
its of $ 3 8 ,50 9,0 00 as of June 30, 1980. The banks w ould consolidate under the
charter of S outhw est M ississippi Bank w ith title of First Bank of S outhw est
M ississippi, the five offices of Bank of McComb w ould become branches of the
re sultant bank, and its m ain office w ould be redesignated to the present main
office site of Bank of McComb.
The C orporation denied the application on M ay 19, 1978, and, upon reconsid
eration, affirm ed its denial on A ugust 2, 1978 (1978 FDIC A nnual Report
105,107). S ubsequently, in an action challenging the denial, the United States
D istrict Court fo r the S outhern D istrict of M ississippi, in a m em orandum opinion
dated A ugust 28, 1980 (No. J78-0384(N )), held th a t the C orporation's d e te rm i
nation of Pike County as the relevant geographic market was erroneous, that
"dem and deposit accounts . . . are the reasonable and peculiarly appropriate

http://fraser.stlouisfed.org/
18
Federal Reserve Bank of St. Louis

proxy fo r geographic m a rk e ts ,"* and th a t by th a t standard the tw o banks .. are
not in actual, effective or substantial com petition in the northern portion of Pike
County, . . . w h ic h is the relevant geographic m arket in w h ich to m easure the
proposed conso lida tio n 's effect on c o m p e titio n ." The d istrict court also held th a t
the proposed transaction w ould e lim ina te no potential com petition, and re
manded the case to the C orporation fo r reconsideration w ith the clear im p lica
tion th a t the C orporation w o u ld not be perm itted to reexam ine the geographic
market issue or any of the co urt's other findings.
The Corporation appealed the decision to the U nited States Court of Appeals
for the Fifth C ircuit (No. 7 9-3774), w h ich , on A ugust 22, 1980, three days after
oral argum ent, su m m a rily affirm e d the decision of the d istrict court in a one
sentence order th a t it directed not be published. On October 22, 1980, the Fifth
C ircuit denied the C orporation's petition fo r a rehearing en banc.
The Corporation requested th a t a petition for a w rit of certiorari be filed. The
Office of the S o licitor General, w h ile agreeing th a t the d istrict court m isapplied
the relevant precedents and rendered an erroneous decision, noted particularly
that the Fifth C ircuit chose to decide the case by unpublished order, rather than
by adopting and publishing the decision of the d is tric t court, th u s precluding the
decision from having any precedential value, even in the Fifth Circuit, and
decided th a t the case did not w a rra n t seeking Suprem e Court review, given the
lim ited num ber of cases th at the Court practicably can be asked to consider.
The application is, accordingly, approved.
Resources
(in thousands
of dollars)

United Carolina Bank, W hiteville
W hiteville, North Carolina
(change title to United Carolina Bank)

Banking offices
in operation
Before

After

406,205

258,065

to consolidate w ith

United Carolina Bank, Monroe
Monroe, North Carolina

Sum m ary report by Attorney General, January 13, 1981
The consolidating banks are both w h o lly-o w n e d subsidiaries of the same bank
holding company. As such, th e ir proposed consolidation is essentially a corpo
rate reorganization and w ould have no effect on com petition.
Basis for Corporation Approval, March 6, 1981
United Carolina Bank, W h iteville, W h iteville , North Carolina ("U C B -W hitevilie "), an insured state nonm em ber bank w ith total resources of $ 4 06,2 05,000
and total IPC deposits of $319,592,000, has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, for the Corporation's
prior consent to consolidate w ith United Carolina Bank, Monroe, Monroe, North
Carolina ("U C B -M onroe"), an insured state nonm em ber bank w ith total resour
ces of $258 ,0 65 ,00 0, and total IPC deposits of $1 99,074,000, under a new state
charter w ith the title United C arolina Bank. Incident to the transaction the 26
existing and tw o approved, unopened offices of UCB-M onroe w ould be estab
lished as branches of the re su lta n t bank w h ich w ould com m ence operations
‘ The district court's treatm ent of demand deposit accounts as the "proxy" for geographic market
determ ination resulted in the court's de facto treatm ent of demand deposits as also the "proxy" for
the commercial banking line of commerce.

w ith a total of 82 existing and fou r approved, unopened offices.
Competition
Essentially a corporate reorganizaton, the proposal w ould provide a means by
w h ich United C arolina Bancshares C orporation, W h ite ville , North Carolina, a
bank holding com pany contro llin g these tw o banks only, may consolidate its
operations. The proposed consolidation w ould not affect the structure of com
m ercial banking or the concentratio n of banking resources w ith in the relevant
market.
In vie w of the foregoing, the C orporation is of the opinion th a t the proposed
consolidation w ould not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly, or in any other m anner be in re stra in t of
trade.
Financial and Managerial Resources; Future Prospects
Proponents' fin a n cia l and m anagerial resources are considered adequate for
the purposes of th is proposal and the fu tu re prospects of the resultant bank
appear favorable.
Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket by the re su lta n t bank w o u ld not
d iffe r m aterially from those presently offered by each proponent.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
On the basis of the foregoing inform ation, the Director of the Division of Bank
Supervision, acting on behalf of the Board of D irectors under delegated a u th o r
ity, has concluded tha t approval of the application is w arranted.

Resources
(in thousands
of dollars)

St. Petersburg Bank and Trust Company
St. Petersburg, Florida
(change title to Rutland Bank)

Banking offices
in operation
Before

138,317

28,993

89,360

After

to merge w ith

Rutland Central Bank
St. Petersburg, Florida
and
Central Plaza Bank & Trust Co.
St. Petersburg, Florida

Sum m ary report by Attorney General, October 17, 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect upon com petition.
Basis for Corporation Approval, March 16, 1981
St. Petersburg Bank and Trust Company, St. Petersburg, Florida ("T rust Com
pany"), an insured state nonm em ber bank w ith total resources of $138,3 1 7 ,0 0 0
and total IPC deposits of $98,11 0,000, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
c o n se n tto m erge w ith Rutland Central Bank, St. Petersburg, Florida ("R utland"),
an insured state nonm em ber bank w ith total resources of $ 2 8 ,99 3,000 and total

IPC deposits of $2 2,48 3,000, and Central Plaza Bank & Trust Co., St. Petersburg,
Florida ("C entral "), an insured state nonm em ber bank w ith total resources of
$ 8 9 ,36 0,00 0 and total deposits of $60,08 3,000, under the charter of Trust
Company and w ith the title "R u tla n d B ank." Incident to the proposed tra n sa c
tion, the tw o existing and one approved, unopened offices of Rutland, and the
three existing and one approved, unopened offices of Central w ould be estab
lished as branches of the re su ltan t bank, w h ich w ould com m ence operations
w ith a total eight existing and fo u r approved, unopened offices.
Competition
Essentially, the m erger represents a corporate reorganization. Rutland and
Central w ere established in 1972 and 1961, respectively, by Trust Company's
shareholders, at a tim e w hen Florida law did not provide for fu ll service de novo
branches. The three participating banks have interlocking directorates and
com m on m anagem ent and, thus, there is no existing com petition between them .
A lthoug h the participating banks could the oretically compete w ith each other
through branching, due to th e ir com m on m anagem ent and control, this is very
unlikely. Accordingly, th is m erger w ould elim inate no sig nificant potential for
com petition among the proponents.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The proponents have satisfactory fin a ncial and m anagerial resources, and the
resultant bank is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
Services to be offered in the relevant m arket by the re su lta n t bank w ould not
d iffe r m aterially from those presently offered by each proponent. C onsiderations
relating to the convenience and needs of the co m m unity to be served are,
however, consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

Franklin Savings Bank of N ew York
New York (M anhattan), New York
(change title to A m erican Savings Bank)

Before

A fter

1,514,132

492,15 9

772,781

to merge w ith

American Savings Bank
New York (M anhattan), New York
and
Empire Savings Bank
New York (M anhattan), New York

Sum m ary report by Attorney General, January 6, 1981
We have review ed th is proposed transaction and conclude th a t it w o u ld not
have a substantial com petitive effect.

Basis for Corporation Approval, M arch 1 7 , 1981
Franklin Savings Bank of New York, N e w Y ork(M anhattan), N ew Y ork("F ranklin ” ), an insured m utual savings bank w ith total resources of $ 1 ,5 1 4 ,1 3 2 ,0 0 0
and total deposits of $ 1,3 47 ,8 73 ,00 0, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, for the C orporation's prior
consent to merge w ith A m erican Savings Bank, New York (M anhattan), New
York ("A m e ric a n "), an insured m utual savings bank w ith total resources of
$4 9 2 ,1 5 9 ,0 0 0 and total deposits of $ 4 54 ,4 20 ,0 0 0, and w ith Empire Savings
Bank, New York (M anhattan), New York ("E m p ire "), an insured m utual savings
bank w ith total resources of $ 7 7 2 ,7 8 1 ,0 0 0 and total deposits of $660,410,000,
under the charter of Franklin and w ith the title "A m e rica n Savings Bank."
Incident to the proposed transaction, the eight fu ll-se rvice and one public
accom m odation offices of A m erican and the 11 fu ll-se rvice offices of Empire
w o u ld be established as offices of the re su lta n t bank w h ich w ould com m ence
operation w ith a total of 34 fu ll-s e rv ic e and one public accom m odation offices.
Com petition
Franklin operates its m ain office and seven branches in M anhattan (New York
County), one branch in Nassau County and three branches each in Kings and
W estchester Counties. Empire operates its m ain office and eight branches in
M anhattan, and one branch each in Nassau and W estchester Counties. A m e ri
can operates its m ain office and three branches in M anhattan, tw o fu ll-se rvice
branches and one public accom m odation office in Nassau County, and one
branch each in Queens and Kings Counties.
The areas in w h ic h the proponents operate, except for Nassau County, are a
part of the N ew Y ork-N ew Jersey SM S A w h ic h consists of the five boroughs of
New York City, as w e ll as Putnam, Rockland, and W estchester Counties in New
York, and Bergen County in New Jersey. These areas all have close econom ic
ties, w ith sig n ifica n t com m utation among them for em ploym ent, shopping and
leisure. In addition, th rift in stitu tio n s , p a rticu la rly the large New York City-based
th rifts , advertise th ro u g h o u t the area and there is intense com petition in the
region. The 1970 population of the New York State portion of the New York-New
Jersey SM S A w as 9,0 7 5,5 6 5, and th a t of Nassau County was 1,428,838. In th is
area, 101 th rift in s titu tio n s controlled total deposits in excess of $73 billion. Of
these deposits, the re su lta n t bank w ould hold a 3.5 percent share. Thus, the
effect of th is proposal w ould be in sig nifica n t in this area.
Franklin, Empire and A m erican all have offices located w ith in close proxim ity
to one another in M anhattan. C om petition in th is densely populated area, h o w
ever, is intense and there are num erous th rift in s titu tio n offices. C onsum m ation
of the proposed tran sactio n w ould not e lim in ate any sig n ifica n t am ount of
existing com petition among the three savings banks.
Under New York statutes m utual savings banks can branch de novo statewide.
However, the intense com petition existing among the num erous large th rift
in stitu tio n s in the New York City area m inim izes the com petitive significance of
additional de novo branching activity.
Based on the foregoing, the Board of D irectors is of the opinion th a t the
proposed m erger w ould not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly or in any other m anner be in restraint of
trade.
Financial and Managerial Resources; Future Prospects
The proponents have set fo rth a d e fin itive analysis of the projected econom ies
of scale and other operating efficiencies w h ich may be realized through th e ir
com bined operation. These savings, w h ich w ill flo w from a reduced num ber of
officers and other personnel, fe w e r trustees, the sale of redundant or no longer

needed office space, com bined data processing fa c ilitie s and other labor in te n
sive operations, as w e ll as reduced m iscellaneous fees and services, are a n tic i
pated to result in s ig n ifica n t cost reductions. In addition, fu tu re consideration is
to be given to consolidation of some branch operations a n d /o r reduced opera
tio n s at certain locations. O ther considerations relating to the proponents'
fin a n cia l and m anagerial resources have been sa tisfactorily resolved, and the
resultant in s titu tio n is anticipated to have more favorable fu tu re prospects than
the three in s titu tio n s w ould operating separately.
Convenience and Needs of the C om m unity to be Served
Consum m ation of the proposed tran sactio n w ill have little effect on the level
and pricing of banking services in the areas served by the proponents. C onsider
ations relating to convenience and needs of the co m m u n ity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The resu ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Because these applicants in th is p articu la r proposal w ere able to dem onstrate
th a t th e ir m erger w ould re su lt in clear econom ic advantages to the resultant
in s titu tio n , the Board of D irectors is persuaded th a t approval of the application is
w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

Bankers Trust of South Carolina
Columbia, South Carolina

Before

892,505

103

60,189

After

110

to merge w ith

Spartanburg Bank and Trust Com pany
Spartanburg, South Carolina

Sum m ary report by Attorney General, Decem ber 18, 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have an adverse effect upon com petition.
Basis for Corporation Approval, March 17, 1981
Bankers Trust of South Carolina, Colum bia, South Carolina ("B ankers Trust"),
an insured state nonm em ber bank w ith to ta l resources of $ 8 9 2 ,5 0 5 ,0 0 0
and total IPC deposits of $ 629,087,000, has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, fo r the C orporation's
prior consent to merge, under its charter and title , w ith Spartanburg Bank and
Trust Company, Spartanburg, South Carolina ("SBTC"), an insured state n on
m em ber bank w ith total resources of $ 6 0 ,18 9,0 00 and total IPC deposits of
$49,906,000. Incident to the proposed transaction, the seven existing offices of
SBTC w o u ld be established as branches of Bankers Trust, increasing to 110, the
num ber of offices operated in the state. Pursuant to Section 18(i) of the Act, the
C orporation's consent to repurchase and to subsequently retire common stock of
not more than $3,25 0 ,00 0 is also sought.
Bankers Trust, based in Colum bia, operates 103 offices in 22 counties of
South Carolina w ith the m ajority of these offices located in th e central and
w estern portions of the state. The bank has been a party to 17 m erger-type
transactio ns since 1955, and has pursued an aggressive branching policy.
SBTC, established in 1963, operates six offices in the city of Spartanburg in the

northern portion of the state, and a branch in the com m unity of Inm an w h ich is
located approxim ately 1 2 road-m iles n o rth w e st of the city in northern S partan
burg County.
Com petition
The com petitive im pact of the proposed transaction w ill be most direct and
im m ediate in the area w ith in an approxim ate 15 road-m ile radius of the city of
Spartanburg in w h ic h SBTC operates all of its offices and draw s the bulk of its
business. The city of Spartanburg (1970 population 44,546; estim ated 1979
population 46,900 ) is one of the state's m ajor com m ercial centers and enjoys a
diversified econom ic base encom passing both m anufacturing and agricultural
products. The m edian household buying level of $ 16,388 (1979) is higher than
the state figure and com pares favorably w ith other urban com m unities in the
state.
Bankers Trust is not represented in the relevant market, w ith its closest offices
in the city of Greer, w h ich is located in adjacent G reenville County approxim ately
15 road-m iles so u th w e st of SBTC's Inm an Branch (IPC deposits $1.6 m illion).
The proposed transaction w o u ld not elim in a te any sig n ifica n t volum e of existing
com petition betw een the proponents, nor w ould Bankers T rust's succession to
the banking business of SBTC have any adverse im pact upon the stru ctu re of
com m ercial banking in the relevant market.
South Carolina statutes perm it statew ide m erger and de novo branching
activity, therefore, the re is some potential fo r com petition to develop between
the tw o banks at some fu tu re tim e as a result of such expansion efforts. SBTC
has, since inception, confined its operation to the im m ediate vicin ity of S partan
burg, and is not view ed as likely to make any m eaningful com petitive im pact in
the foreseeable fu tu re in more dista nt areas in w h ich Bankers Trust operates.
Bankers Trust, however, w ith a vast resource base and de novo branching
experience, m ust be regarded as a potential e n tra nt into the grow ing Spartan
burg m arket as th is city rem ains one of the fe w relatively large com m unities in
the state in w h ic h it is not represented. Presently, the state's tw o largest
com m ercial banks aggregately hold more than 52.0 percent of the IPC deposits
in th is relevant m a rke tan d operate fo rty percent of the total num ber of com m er
cial banking offices. Bankers Trust is the only one of the state's six largest
com m ercial banking organizations not already established in th is market. The
proposed acquisition of SBTC, w h ic h ranks as the fo u rth largest of six com m er
cial banks in the m arket in term s of total com m ercial bank deposits held, is
view ed as a m eans to accom plish th is entry. W hile de novo expansion into
Spartanburg by Bankers Trust, ra ther than direct acquisition, w ould add an
additional com petitor, the loss of th is potential com petition is not viewed as
having a sig n ifica n t effect in such a banking environm ent.
B ankersT rust is presently the th ird largest com m ercial bank in South Carolina
holding 12.5 percent of the state's com m ercial bank deposit base. The a cquisi
tion of SBTC w ould increase th is share by 0.9 percent, and the resultant bank
w o u ld become the state's second largest com m ercial bank by such a measure.
Such a consequence, considering the relatively modest volum e of banking
business involved, is not regarded as unduly increasing the level of concentra
tion of banking resources in the state or in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of both proponents are regarded as
satisfactory, and the resu ltan t bank w ould have favorable fu tu re prospects.

Convenience and Needs of the C om m unity to be Served
The proposed transaction w ould have little overall im pact upon the level of
com m ercial banking services in the Spartanburg area as th is m arket is presently
served by offices of several of the state's largest banking organizations, and
com parable services are readily available. Considerations relating to conven
ience and needs of the co m m u n ity to be served are consistent w ith approval of
the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The re su lta n t bank is expected to
con tin u e to meet the cre dit needs of its e ntire co m m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the applications is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

Colonial Bank
W aterbury, Connecticut

Before

After

1,247,073

38,128

to merge w ith

The Bank of Trumbull
Trum bull, Connecticut

Sum m ary report by Attorney General, January 2 2 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a sig nifica nt effect on com petition.
Basis for Corporation Approval, M arch 3 0 , 1981
Colonial Bank, W aterbury, C onnecticut, an insured state nonm em ber bank
w ith total resources of $ 1 ,2 4 7 ,0 7 3 ,0 0 0 and total dom estic IPC deposits of
$798,2 80,0 00 , has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge,
under its charter and title , w ith The Bank of Trum bull, Trum bull, C onnecticut
("O th e r Bank"), an insured state nonm em ber bank w h ich has total resources of
$ 3 8 ,12 8,0 00 and total IPC deposits of $ 30,61 5,000. Incident to the proposed
transaction, the three offices of O ther Bank w o u ld be established as branches of
the resultan t Colonial Bank.
Colonial Bank operates 65 dom estic offices in 34 cities and to w n s in central
and w estern C onnecticut. The bank is a w h o lly-o w n e d subsidiary of Colonial
Bancorp, Inc., W aterbury, C onnecticut, a one-bank holding com pany w hich
operates fo u r nonbanking subsidiaries. O ther Bank, established in 1974, oper
ates its head office and a branch in the residential com m unity of Trum bull in
eastern F airfield County in sou th w e ste rn C onnecticut. The to w n of Trum bull
(1970 population 31,394 ; estim ated 1979 population 35,000) adjoins the city of
Bridgeport w h ich is a m ajor com m ercial and m anufacturing center. A branch
office (IPC deposits of less tha n $2 m illion) is also operated in the com m unity of
N ew tow n (estim ated 1979 population 17,900), approxim ately 10 road m iles
north of Trum bull.
Competition
The relevant m arket in w h ich to assess the com petitive im pact o f the proposed
m erger is regarded as th a t portion of eastern Fairfield County w ith in a 7 to 12

road m ile radius of T rum bull, approxim ated by eight contiguous to w n s and cities
(Bridgeport, Easton, Fairfield, M onroe, N ew tow n, Shelton, Stratford, and T ru m
bull) conta inin g an estim ated population of 360,000. This area, w ith some
exceptions, is a fflu e n t and enjoys a diversified econom ic base of both heavy and
lig h t industry, w ith an increasing num ber of corporate offices and research and
developm ent fa cilitie s. Per capita incom e and m edian household buying levels
are among the highest in the nation, and the area's fu tu re econom ic grow th
prospects are favorable.
W hile Colonial Bank's Brookfield and Southbury offices are located w ith in
eight m iles of O ther Bank's N ew tow n Branch, the tw o banks do not directly
compete to any s ig n ific a n t degree, and serve separate, but contiguous relevant
markets. C onsum m ation of the proposed transaction w ould not elim inate any
sig n ifica n t existing com petition, nor w ould it have any adverse im pact upon the
structure of banking in the Trum bull relevant market.
C onnecticut statutes perm it statew ide m erger activity, how ever, lim it denovo
expansion to a bank's home office com m unity or those tow ns and cities w h ich do
not contain another com m ercial bank's hom e office. Colonial Bank, and other
regional com m ercial banks, are th u s precluded from denovo entry into Trum bull
and several contiguous com m unities. The potential for significant com petition to
develop betw een the proponents is lim ited, and its loss, as a consequence of th is
proposed transaction, w ould have no m aterial impact.
In the relevant m arket, a total of ten com m ercial banks operate 73 offices and
hold deposits of approxim ately $1 b illio n. Several of the state's largest com m er
cial banks are based in the city of Bridgeport and hold substantial shares of the
local m arket's IPC com m ercial bank deposits. O ther Bank holds a m ere 2.5
percent share of such deposits, and ranks among the m arket's sm allest com
m ercial banks. In such a com petitive environm ent, the proposed acquisition of
O ther Bank by the W aterbury-based Colonial Bank w ould have no adverse effect
upon the structu re of banking in the relevant market, nor w ould it have any
m aterial im pact upon the level of concentration of banking resources in any
relevant area.
The Board of D irectors is o f the opinion th a t the proposed m erger w ould not, in
any section of the country, su b stan tia lly lessen com petition, tend to create a
monopoly, or in any other m anner be in restra int of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of both proponents are regarded as
satisfactory fo r the purposes of the proposed transaction, and the re sultant bank
is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The proposed m erger w ill re su lt in a broader range of com m ercial banking
services fo r the present custom ers of O ther Bank. W hile it is recognized that
such services are generally available at offices of a num ber of regional and
statew ide banks in the area now served by O ther Bank, consum m ation of the
proposed m erger w ill provide an additional alternate source fo r these services.
C onsiderations relating to the convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the tw o banks and other relevant m aterial, disclosed no in consis
tencies w ith the purposes of the Act. The resultant bank is expected to continue
to meet the credit needs of its entire com m unity, consistent w ith its safe and
sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Peoples Bank of South Jersey
Clayton, New Jersey

Banking offices
in operation
Before

35,374

10,469

After

to merge w ith

The Com m unity Bank
W in slo w T ow nship (P. 0 . Sicklerville)
New Jersey

Sum m ary report by Attorney General, January 2 2 , 1981
We have review ed th is transaction and conclude th a t it w ould not have an
adverse effect on com petition.
Basis for Corporation Approval, April 13, 1981
Peoples Bank of South Jersey, Clayton, New Jersey ("Peoples Bank"), an
insured state nonm em ber bank w ith total resources of $ 3 5 ,3 7 4 ,0 0 0 and total
IPC deposits of $ 25,91 4,000, has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge, under its charter and title , w ith The C om m unity Bank, W in s
low Tow nship (P. O. Sicklerville), New Jersey ("C om m unity Bank"), w hich has
total resources of $ 1 0 ,4 6 9 ,0 0 0 and total IPC deposits of $4,752,000. Incident to
the proposed transaction, the tw o offices of C om m unity Bank w ould be estab
lished as branches of Peoples Bank, increasing to nine the num ber of offices
operated.
Peoples Bank is one of the tw o com m ercial banking subsidiaries of Citizens
B a n co rp , V in e la n d , N ew J e rs e y , w h ic h h o ld s a g g re g a te d e p o s its of
$ 1 5 5 ,4 5 0 ,0 0 0 and operates 21 com m ercial banking offices in six counties of
southern New Jersey. Peoples Bank, based in G loucester County, operates tw o
offices in Salem County, fo u r offices in G loucester County, and a single office in
Camden County. The a ffilia te d Citizens United Bank, N. A., operates offices in
Cumberland, B urlington and Cape M ay Counties.
Competition
The relevant m arket in w h ich to assessthe com petitive impact of the proposed
transaction is approxim ated by Camden County in southw estern New Jersey.
Camden County (estim ated 1979 population 474,100) is highly developed,
enjoying a diversified econom ic base. Its m edian household buying level (1979)
of $21,1 7 4 is low er than the state figu re of $22,261, however, it compares
favorably w ith neighboring areas.
C om m unity Bank operates its tw o offices in Camden County; one office (IPC
deposits $1.2 m illio n ) is located in the densely populated n orthw estern portion
in the co m m un ity of Audubon; the other (IPC deposits $3.4 m illion) is located in
W in slo w T ow nship in the southern portion of the county. Peoples Bank's only
Camden County office, w h ic h holds IPC deposits of less than $1 m illion, is
located near the geographic center of the county in Stratford, approxim ately
seven road m ile s fro m C om m unity Bank's Audubon O ffice and approxim ately 10
road m iles north of C om m unity Bank's head office. The intervening area
betw een these offices is highly developed, and contains num erous offices of
other com m ercial banks. S im ilarly, several offices of the a ffiliated Citizens U ni
ted Bank, N. A., w h ich are located in relatively close proxim ity to Com m unity
Bank's Audubon Office, in adjacent B urlington County, are separated by densely
populated, heavily-banked com m unities. The actual volum e of existing com peti

tio n betw een the tw o banking organizations, w h ich w ould be affected by con
sum m ation of th is proposed tran saction , is m odest and of no m aterial com peti
tive significance.
N ew Jersey statutes perm it statew ide m erger and de novo branching activity,
subject to certain m in im um capitalization requirem ents and a home office pro
tection provision in m un icipa litie s of less than 10,000 population.
Considering the relative size of the proponents in the context of th is relevant
market, there is little likelihood of a m ea nin gfu l increase in th e level of com peti
tio n developing betw een them in the foreseeable fu tu re through such expansion
efforts. The loss of th is lim ited potential is view ed as having no significant
com petitive effect.
A total of 15 com m ercial banks operate more than 100 offices in the relevant
m arket and hold IPC deposits in excess of $1.5 billion. Several of the state's
largest com m ercial banking organizations are represented in Camden County
and hold substantia l shares of the local m arket's deposit base. The m arket's four
largest com m ercial banks aggregately control more than 84 percent of the
county's IPC deposits, as contrasted w ith the less than 1.0 percent aggregate
share presently held by the proponents. In such a banking environm ent, the
proposed acquisition of C om m unity Bank, by an a ffilia te of Citizens Bancorp,
w o u ld have no adverse affect upon the stru ctu re of the local market. Considering
the relatively nom inal volum e of deposits and banking business involved in this
proposal, the tra nsa ctio n w o u ld have no m aterial im pact upon the level of
concentration of banking resources in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
acceptable fo r the purposes of the proposed transaction. The re sultant bank is
anticipated to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tran saction w ill re sult in no m aterial change in the level or
pricing of com m ercial banking services in the areas now served by C om m unity
Bank. Such considerations are regarded as consistent w ith approval of the
application.
A review of available inform ation, including the C om m unity R einvestm ent Act
Statem ents of the proponents and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The resultant bank is anticipated to
co ntinue to meet the credit needs of its e ntire co m m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

First Bank & Trust
Concordia, Kansas

Banking offices
in operation
Before

29,127

19,188

to merge w ith

The Fidelity State Bank
Concordia, Kansas

A fter

Sum m ary report by Attorney General, June 4, 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, April 1 3 , 1981
First Bank & Trust, Concordia, Kansas ("F irs t Bank"), an insured state non
m em ber bank w ith total resources of $ 2 9 ,1 2 7 ,0 0 0 and total IPC deposits of
$24,03 2,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's consent to merge, under its
charter and title , w ith The Fidelity State Bank, Concordia, Kansas ("F id e lity"), an
insured state nonm em ber bank w h ich has total resources of $ 1 9 ,18 8,000 and
total IPC deposits of $ 1 5,244,0 00. Incident to the proposed transaction, the only
office of Fidelity w ould be established as a fa c ility of the re sultant bank.
Principals holding stock and m anagerial control of Kansas Bancorp, Inc.,
Concordia, Kansas, w h ic h in tu rn exercises stock and m anagerial control over
First Bank, acquired the m ajority of the outstanding shares of stock of Fidelity in
J u ly 1980. Factors relating to th is a ffilia tio n w ere subject to evaluation by the
Corporation pu rsu an t to The Change in Bank Control A ct (12 U.S.C. 1817(j)), and
a Notice of A cq u isitio n of Control of Fidelity w as file d w ith the Corporation on
A pril 21, 1980.
The proposed a ffilia tio n by com m on control of First Bank and Fidelity was
found to have serious anticom petitive effects in th a t it w ould elim inate existing
and potential com petition betw een the tw o banks, reduce the num ber of local
banking alternatives, and increase the level of concentration of banking resour
ces in the Concordia m arket area. C onsiderations relating to the fin a n cia l and
m anagerial resources of Fidelity, however, indicated th a t Fidelity w as undercap
italized and its fu tu re v ia b ility as an independent in s titu tio n was in doubt. The
anticom petitive consequence of the proposal, in the opinion of the C orporation's
Board of Directors, w as clearly outw eigh ed in the public interest by the probable
effect of the transaction in m eeting the convenience and needs of the com m un
ity to be served. A letter, indicating the C orporation's in te n t not to disapprove the
proposed change of control, w as issued on June 24, 1980.
Com petition
Having previously concluded th a t there w as an overriding public interest in
allow ing the a ffilia tio n of First Bank and Fidelity, the Board of Directors has
determ ined th a t th e ir m erger now w o u ld not seriously im pact com petition in the
Concordia market.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l resources of First Bank are satisfactory, and the infusion of new
capital fund s into Fidelity, and other measures, have substantially improved the
condition of th a t in stitu tio n . The com m on m anagem ent has dem onstrated its
a b ility to successfully address F idelity's problem s, and the re sultant bank w ould
appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w ould have no effect upon the level or pricing of
com m ercial banking services in the local com m m unity. Such considerations are
regarded as consistent w ith approval of the application.
A review of available in fo rm atio n, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The resultant bank is anticipated to

co n tin u e to meet the credit needs of its e n tire com m unity, consistent w ith its
safe and sound operation.
The Board of D irectors is of the opinion th a t approval of the application is
w arranted.
Resources
(in thousands
of dollars)

The Citizens State Bank
Kiel, W isconsin

Banking offices
in operation
Before

14,019

3,806

After

to consolidate w ith

The Glenbeulah State Bank
Glenbeulah, W isconsin

Sum m ary report by Attorney General, January 19, 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, April 1 3 , 1981
The Citizens State Bank, Kiel, W isconsin (“ Citizens Bank” ), an insured state
nonm em ber bank w ith total resources of $ 1 4 ,01 9 ,000 and total IPC deposits of
$10,558,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to consolidate
w ith The G lenbeulah State Bank, G lenbeulah, W isconsin ("S tate Bank"), an
insured state nonm em ber bank w ith total resources of $ 3 ,8 0 6 ,0 0 0 and total IPC
deposits of $3,051,000. The tw o banks w ould consolidate under the charter and
w ith the title of Citizens Bank and, incident to the transaction, the sole office of
State Bank w ould be established as a branch of the resultant bank.
Com petition
Citizens Bank operates its sole office in the city of Kiel (1970 population 2,550)
in southw este rn M a n ito w oc County. State Bank operates its sole office in the
village of Glenbeulah (1970 population 496) in northw estern Sheboygan
County. Sheboygan and M anitow oc Counties are adjacent to one another and
are located in eastern W isconsin bordering on Lake M ichigan.
The effects of the proposed consolidation w ould be most im m ediate and direct
in th a t area w ith in approxim ately ten road m iles of Glenbeulah. This area, w h ich
had an estim ated 1970 population of approxim ately 16,000, encompasses
northw este rn Sheboygan County and adjoining portions of M anitow oc, Calum et
and Fond du Lac Counties. This area is m ainly rural w ith agriculture being the
prim ary econom ic factor.
Seven banks operating seven offices are located in the relevant m arket and
control total IPC deposits of $ 78,02 7,000. Citizens Bank holds the fo u rth largest
share of such deposits - 13.5 percent, and State Bank holds the sm allest share
-3.9 percent. The proponents are located approxim ately ten road m iles apart
indicating some existing com petition. The volum e of such direct com petition,
however, is m odest and consum m ation of the proposed transaction w ould have
no major im pact upon existing com petition between the proponents.
The potential fo r additional com petition to develop between Citizens Bank and
State Bank throu g h de novo branching appears remote. W isconsin's restrictive
branching law precludes Citizens Bank from branching into Glenbeulah. State
Bank lacks the fin a n cia l resources to expand through de novo branching, and it is
u nlikely th a t e ith er proponent w ould consider de novo expansion in the near
future.

In vie w of the foregoing, the Board of D irectors is of the opinion th a t the
proposed tra nsa ctio n w o u ld not, in any section of the country, substantially
lessen com p e titio n, tend to create a m onopoly, or in any other m anner be in
restraint of trade.
Financial and Managerial Resources; Future Prospects
Both proponents have adequate fin a n cia l and m anagerial resources, and the
resultant bank is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The re s u lta n t bank w o u ld be able to offer a broader range of com m ercial
banking services than presently available at State Bank, and considerations
relating to th e convenience and needs of the co m m u n ity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re sulta nt in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Oelwein State Bank
Oelwein, Iowa

Banking offices
in operation
Before

38,505

7,706

After

to acquire assets and assume deposit
liabilities of

Arlington State Bank
A rlin g to n , Iowa

most of the southeast quadrant of Fayette County and adjoining portions of
northeastern Buchanan County, southw estern Clayton County and n o rth w e st
ern D elaw are County. Fayette County (1970 population 26,898), located in
northeast Iowa, has an econom y w h ic h is dom inated by ag ricu ltu ra l production.
The 1979 median household buying level for Fayette County w as $15,040,
compared to $18,77 9 for the state.
O elw ein State Bank's closest office to A rlin gto n State Bank is its Aurora
Branch located approxim ately 14 road m iles southw est of A rlin g to n . The loca
tio n of these offices indicates th e re is a slig h t overlapping of trade areas in the
Aurora area, and some com petition does exist betw een the proponents. The
volum e of such com petition is not considered sign ificant, however. C onsum m a
tio n of the proposed transaction w o u ld have little im pact upon com petition
betw een the proponents.
Iowa statutes p erm it b ranching in a bank's home office county or in a co n tig u
ous county, w ith certain office protection restrictions. A rlin g to n State Bank,
w h ic h has operated as a u n it bank during its 7 0 years of existence, has neither
the experience nor the resources to em bark on any de novo expansion. A lthough
O elw ein State Bank is capable of fu rth e r de novo expansion, it is presently
prohibited from branching into A rlin g to n . Therefore, consum m ation of the pro
posed transa ctio n w o u ld not e lim in a te any s ig n ific a n t potential fo r fu tu re com
petition betw een the tw o banks.
In the relevant market, seven banks, each operating one office, controlled
June 30, 1980 total IPC deposits of $44,205,000. Of these deposits, A rlin g to n
State Bank held a 12.5 percent share, and O elw ein State Bank held a 6.2 percent
share. The proposed transaction w ou ld not have a sig n ifica n tly adverse effect on
the level of co ncentration or on the stru ctu re of com m ercial banking in the
m arket or in the state.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
O elw ein State Bank and A rlin g to n State Bank have satisfactory fin ancial and
m anagerial resources, and the re su lta n t bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The re su lta n t bank w ould be able to offer a broader range of com m ercial
banking services th an presently available at A rlin g to n State Bank, and consider
ations relating to the convenience and needs of the com m unity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Northeast Bank of Lewiston and Auburn
Lewiston, M aine
(change title to Northeast Bank)

Banking offices
in operation
Before

After

138,372

52,448

59,896

to merge w ith

Northeast Bank of Sanford
Sanford, M aine
and
Northeast Bank of Westbrook
Westbrook, M aine

Sum m ary report by Attorney General, Decem ber 5, 1 9 8 0
The m erging banks are all w h o lly -o w n e d subsidiaries of the same bank hold
ing company. As such, th e ir proposed m erger is essentially a corporate reorgani
zation and w ould have no effect on com petition.
Basis for Corporation Approval, April 16, 1981
Northeast Bank of Lew iston and A uburn, Lew iston, M aine, an insured state
nonm em ber bank w ith total resources of $1 38 ,3 7 2 ,0 0 0 and total IPC deposits of
$ 101,82 2,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance A ct, fo r the C orporation's prior consent to merge w ith
N ortheast Bank of Sanford, Sanford, M aine, an insured state m em ber bank w ith
total resources of $ 5 2 ,4 4 8 ,0 0 0 and total IPC deposits of $39,992,000, and
N ortheast Bank of W estbrook, W estbrook, M aine, an insured state nonm em ber
bank w ith total resources of $ 5 9 ,8 9 6 ,0 0 0 and total IPC deposits of $50,038,000,
under the cha rte r of N ortheast Bank of Lew iston and A u burn and w ith the title
N ortheast Bank, to establish the tw elve offices of Northeast Bank of Sanford and
Northeast Bank of W estbrook as branches of the re su lta n t bank, w h ich w ould
com m ence operations w ith a total of 25 offices. Incident to the proposed transac
tion the m ain office location w ould be redesignated to the present site of
N ortheast Bank of W estbrook's branch located at 4 49 Congress Street, Portland,
Maine.
Com petition
E ssentially a corporate reorganization, the proposal w o u ld provide a means by
w h ich Northeast Bankshare A ssociation, Lew iston, M aine, a m ulti-bank holding
com pany presently co n tro llin g eight banks w ith aggregate total deposits of
$4 0 4 ,8 39,0 00 , may consolidate some of its operations. The proponents have
been under com m on control since 1973. The proposed transaction w ould not
affect the stru ctu re of com m ercial banking or the concentration of banking
resources w ith in the relevant market.
In vie w of the foregoing, the C orporation is of the opinion th a t the proposed
transaction w ould not, in any section of the country, substantia lly lessen com pe
titio n , tend to create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Proponents' fin a n cia l and m anagerial resources are considered adequate for
the purposes of th is proposal, and the fu tu re prospects of the re sultant bank
appear favorable.
Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket by the re su lta n t bank w ould not
differ m aterially from those presently offered by each proponent.

A review of available inform ation, including the C om m unity R einvestm ent Act
S tatem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
institution.
On the basis of the foregoing inform ation, the D irector of the Division of Bank
Supervision, acting on behalf of the Board of D irectors under delegated a u th o r
ity, has concluded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Princeton Bank and Trust Company
Princeton, New Jersey

Banking offices
in operation
Before

A fter

254,572

32,730

to merge w ith

The Fellowship Bank
M ount Laurel Tow nship, New Jersey

Sum m ary report by Attorney General, December 16, 1 9 8 0
We have review ed th is proposed tra nsa ctio n and conclude th a t it w ould not
have an adverse effect on com petition.
Basis for Corporation Approval, April 2 3 , 1981
Princeton Bank and Trust Company, Princeton, New Jersey ("P rin ce to n "), an
insured state nonm em ber bank w ith total resources of $ 2 5 4 ,5 7 2 ,0 0 0 and total
IPC deposits of $ 1 7 9 ,6 44 ,00 0, has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge w ith The Fellow ship Bank, M ount Laurel Township, New
Jersey ("F e llo w s h ip "), w ith total resources of $ 3 2 ,7 3 0 ,0 0 0 and total IPC depos
its of $28 ,32 3 ,00 0. Incident to the transaction, the tw o existing offices and one
approved not opened office of Fellow ship w ill be established as branches of the
resultant bank.
Com petition
Princeton, a w ho lly-o w n e d subsidiary of Horizon Bancorp, M orristow n, New
Jersey, operates 13 banking offices in n orth-central New Jersey. Its m ain office
and 8 branches are located in M ercer County and the other 4 offices are located
in adjacent M iddlesex County. Horizon Bancorp co n tro lsth re e other com m ercial
banks w h ic h operate 47 offices in northe rn New Jersey and 6 offices in the
southernm ost part of the state.
Fellow ship operates its m ain office in B urling ton County and a branch in
G loucester County. Approval has also been received to open an additional
branch in B urlington County. A ll three office locations are in south-central New
Jersey, near the Pennsylvania state line, w ith in com m uting distance of P hila
delphia. The closest offices of the proponents are separated by 26 road m iles and
the nearest office of an a ffilia te of Princeton, to an office of Fellow ship is
approxim ately 70 miles.
New Jersey law provides fo r statew ide branching, w ith certain restrictions.
Both proponents could branch in to areas served by the other. In vie w of the
num ber and relative size of banking alternatives th a t operate in areas served by

the proponents, th is loss of potential com petition is not considered significant.
For these reasons, the proposed tra nsa ction w o u ld not elim inate any s ig n ifi
cant existing or potential com petition betw een the proponents, nor w o u ld it
m a te ria lly affect the s tru c tu re of com m ercial banking in any relevant area. The
Board of D irectors, therefore, has concluded th a t the proposed transaction
w o u ld not, in any section of the country, substantia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Financial and m anagerial resources of Princeton are adequate fo r purposes of
th is proposal. W ith the contem plated addition of equity capital, the fu tu re pros
pects of the resultant bank appear favorable.
Convenience and Needs of the Com m unity to be Served
The proposed tra nsa ctio n w ould have little m aterial im pact upon the level and
pricing of com m ercial banking services in the relevant m arket area, as such
services are readily available at offices of num erous com m ercial banking a lte r
natives in the area. C onsiderations relating to the convenience and needs of the
com m unity to be served are consistent w ith approval of the application.
A revie w of the available in form ation, including the C om m unity Reinvestm ent
A ct Statem ents of the proponents, disclosed no inconsistencies w ith the pur
poses of the Act. The re su ltan t bank is expected to continue to meet the credit
needs of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Barnett Bank of Volusia County
DeLand, Florida

Banking offices
in operation
Before

207,395

11,621

After

to merge w ith

Barnett Bank of Flagler County
Flagler Beach, Florida

Com petition
Essentially a corporate reorganization, the proposal w ould provide a means by
w h ich Barnett Banks of Florida, Inc., Jacksonville, Florida, a m ulti-bank holding
com pany presently c o n tro llin g 31 banks w ith aggregate total deposits of
$ 3 ,7 18 ,38 0,0 00 , may consolidate some of its operations. The proponents have
been under com m on control since 1980. The proposed transaction w ould not
affect the stru ctu re of com m ercial banking or the concentration of banking
resources w ith in the relevant market.
In vie w of the foregoing, the C orporation is of the opinion th a t the proposed
transaction w ould not, in any section of the country, substantia lly lessen com pe
titio n , tend to create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
P roponents' fin a n c ia l and m anagerial resources are considered adequate for
the purposes of th is proposal, and the fu tu re prospects of the re sultant bank
appear favorable.
Convenience and Needs of the Com m unity to be Served
Services to be offered in the relevant m arket by the re sultant bank w ould not
d iffe r m aterially from those presently offered by each proponent.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The re sulta nt in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
institu tio n .
On the basis of the foregoing inform ation, the D irector of the Division of Bank
Supervision, acting on behalf of the Board of Directors under delegated a u th o r
ity, has concluded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Wells River Savings Bank
W ells River, Verm ont

Banking offices
in operation
Before

22,453

6,891

A fter

to purchase the assets and assume the
deposit liabilities o f

The National Bank of N ew bury at
Wells River
W ells River, Verm ont

Sum m ary report by Attorney General, Septem ber 2 6 , 1 9 8 0
W e have review ed th is proposed transaction and conclude th a t it w ould not
have a sig n ifica n tly adverse effect upon com petition.
Basis for Corporation Approval, M ay 1 1 ,1 9 8 1
W ells River Savings Bank, W ells River, Verm ont ("W R SB"), an insured m utual
savings bank w ith total resources of $ 2 2 ,4 5 3 ,0 0 0 and total deposits of
$ 20,628,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, for the C orporation's prior consent to purchase
the assets of and to assum e the lia b ility to pay deposits made in The National
Bank of N ew bury at W ells River, W ells River, V erm ont (“ National Bank"), w h ich
has total resources of $ 6 ,8 91 ,0 00 and total deposits of $6,290,000. National

Bank, established in 1833, w as in stru m e n ta l in the form ation of WRSB in 1892
fo r the purpose of offe rin g com plem entary fin a n cia l services to the local com
m unity. Since th a t tim e, the tw o in s titu tio n s have shared a com m on banking
lobby and, to some extent, appear to have a com m on id e n tity irv the local
com m unity. WRSB presently leases q uarters in N ational Bank's building on
M ain Street in W ells River.
Com petition
W ells River (estim ated population 450), a village in New bury Tow nship (1970
population 1,440), is located in th e C onnecticut River Valley of east-central
Verm ont, approxim ate ly 21 road m iles south of St. Johnsbu ry and 36 road m iles
north of Hanover, New Ham pshire. M ountaino us te rra in serves to effectively
localize the propone nts' com m on service area w h ich is regarded to be several
sparsely populated co m m un itie s located along the Connecticut, W ells and
A m m onoosuc River Valleys in both Verm ont and N ew Ham pshire w ith in 7-1 0
road m iles of the villa ge of W ells River. The area's econom y is stable, being
ch ie fly predicated on dairy and forest products, however, it is of lim ited econom ic
significance, containing a population estim ated at less than 7,500.
The proponents h istorically have not, and do not now, directly compete to any
significan t degree, offering generally com plem entary fin a n cia l services. WRSB's
m anagem ent has show n some indication th a t it w ishes to expand its scope of
services, as perm itted under Verm ont statutes, thus increasing com petition w ith
N ational Bank. The potential fo r any m eaningfu l level of com petition to develop
between these tw o modest size in stitu tio n s, however, is lim ited. The presence of
a new com m ercial banking office (branch of a Bradford, Verm ont-based bank
opened in Decem ber 1980) and both a savings bank and a com m ercial bank
located in the adjacent "s is te r" com m unity of W oodsville, New Hampshire,
assures the continu a tio n of a com petitive environm ent. The loss of existing and
potential com petition betw een the proponents, as a direct consequence of con
sum m ation of th is proposed transaction, w ould be modest and w ould not have
any sig nifican t com petitive impact.
In the relevant m arket, three com m ercial banks, one m utual savings bank and
a guaranty savings bank operate one office each and hold deposits of approxi
m ately $51.5 m illion. WRSB is, and subsequent to the proposed acquisition
w ould co ntin ue to be, the largest fin an cia l in s titu tio n in th is m arket, in share of
local deposits held. The actual dollar volum e of deposits involved in th is proposal
(approxim ately $6 m illion), however, is modest by alm ost any standard, and the
transaction w ould not have any sig n ifica n t adverse im pact upon banking s tru c
tu re in the W ells River-W oodsville area. WRSB is the sm allest m utual savings
bank in the State of Verm ont, and N ational Bank is the th ird sm allest insured
com m ercial bank in the state, holding, 2.0 percent and 0.3 percent, respectively,
of the th rift in s titu tio n and com m ercial bank deposits. The proposed acquisition
w o u ld have no m aterial im pact upon the level of concentration of banking
resources in any relevant area.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of the proponents are considered
adequate fo r th e purposes of th is proposal. W h ile the surplus level of the
re sultant in s titu tio n w ill be som ew hat low er than desirable, certain econom ies
from a com bined operation are anticipated w h ich w ould perm it augm entation of
surplus and reserves in fu tu re periods from increased earnings retention. The

proposed acquisition is, in part, a vehicle by w h ich WRSB may acquire perm an
ent banking quarters and tra ine d personnel fa m ilia r w ith services w h ich had not
been offered by the m utual savings bank. National Bank lacks the resources to
develop into an effective com petitive force and its prospects as an independent
in stitu tio n w o uld appear to be lim ited. The resu ltant in stitu tio n w ill have the
fin ancial and m anagerial resources to com pete more effectively across a broader
spectrum of fin a n c ia l services, and the com bined e n tity w o u ld appear to have
more favorable fu tu re prospects than either of the proponents operated
independently.
Convenience and Needs of the C om m unity to be Served
A direct consequence of th is proposal w ill be the de facto closing of a com m er
cial banking office. WRSB, how ever, is anticipated to expand its services to
include most of the fu n ctio n s now perform ed by National Bank, and th is result
w o u ld have no m aterial adverse im pact in the local com m unity. C onsiderations
regarding the convenience and needs of the co m m unity to be served are
regarded as consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent A ct
S tatem ents of the proponents, and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The re su lta n t in s titu tio n is expected to
co n tin u e to m eet the credit needs of its e n tire com m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

M anufacturers Bank
Los Angeles, C alifornia
(change title to M itsu i M anufacturers Bank)

Banking offices
in operation
Before

8 99,07 0

329,626

After

to merge w ith

The Mitsui Bank of California
Los Angeles, C alifornia

Sum m ary report by Attorney General, March 2, 1981
We have review ed th is proposed transaction and conclude th a t it w o u ld not
have an adverse effect on com petition.
Basis for Corporation Approval, M ay 18, 1981
Pursuant to Section 18(c) and other provisions of the Federal Deposit In su r
ance Act, an applicatio n has been file d on behalf of M anu fa ctu re rs Bank, Los
Angeles, C alifornia, an insured state nonm em ber bank w ith total resources of
$ 8 9 9 ,0 7 0 ,0 0 0 and total IPC deposits of $674,2 69,000, fo r the Corporation's
prior consent to merge, under the charte r of M anufacturers Bank, w ith The
M itsui Bank of C alifornia, Los Angeles, C alifornia (“ M itsui B ank") w h ich has
total resources of $ 3 2 9 ,6 2 6 ,0 0 0 and total IPC deposits of $208,117,000. Inci
dent to the proposed tra nsa ctio n, the fo u r existing offices of M itsu i Bank w ould
be established as branches of the re su lta n t bank w h ich w o u ld be title d "M its u i
M anufacturers B ank."

Com petition
M anufactu re rs Bank, based in the fin a n cia l d is trict of the city of Los Angeles,
operates seven offices in Los A ngeles County and a single office at Newport
Beach in adjacent Orange C ounty.* Organized in 1962, M anufacturers Bank has
h isto rica lly served th e garm ent and te x tile in du stry of the Los A ngeles area, and
has developed an expertise in lending to sm all and medium size dom estic firm s.
Also based in the fin a n cia l d is tric t of Los Angeles, M itsu i Bank operates tw o
offices in the city of Los Angeles and one office each in the cities of San Francisco
and San Diego. M itsu i Bank is a w h o lly-o w n e d subsidiary of The M itsui Bank,
Lim ited, Tokyo, Japan w h ic h is one of Japan's largest in te rnation al banking
organizations. M itsu i Bank's custom er base has h istorically been skewed
tow ard relatively large corporations engaged in internation al trade.
The tw o banks gen erally serve d iffe re n t segm ents of th e banking public, and
there is little existing com petition betw een them w h ich w o u ld be im pacted by
th e ir merger. S im ilarly, there is only a lim ited potential fo r any m eaningful
increase in the level of th is com petition to develop and its loss, as a direct
consequence of consum m ation of th is proposed transaction, w ould have no
sig n ifica n t com petitive effect.
The area of geographic overlap of the proponents' service areas and the
relevant m arket in w h ic h the com petitive im pact of the transaction w ould be
most direct and im m ediate is approxim ated by Los A ngeles County. This is one of
the na tio n 's largest banking m arkets w ith 90 insured com m ercial banks holding
deposits in excess of $40 billion . A ll of C alifornia's largest banking organizations
are represented in th is m arket and several hold sig n ifica n t shares of the local
deposit base. M a n u fa ctu re rs Bank and M itsu i Bank aggregately hold less than a
2.0 percent share of such deposits. In such a banking environm ent, the proposed
m erger w ould not have any m aterial adverse im pact upon the structure of
com m ercial banking nor w ould it have any sig n ifica n t im pact upon the level of
concentration of banking resources in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of both proponents and of the re s u lt
ant M itsu i M a n u fa ctu re rs Bank are regarded as satisfactory. W ith experience in
both dom estic and in te rn a tio n a l banking, the re sultant bank w ould appear to
have more favorable fu tu re prospects than either of the proponents operated as
an independent entity.
Convenience and Needs of the C om m unity to be Served
The proposed tra nsa ction w ould have no m aterial im pact upon the level or
pricing of banking services in the areas presently served by the proponents.
C onsiderations relating to the convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available inform ation, including the C om m unity R einvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of

*By separate application, Am erican Pacific State Bank, Los Angeles, California has requested the
Corporation's consent to acquire a portion of the assets of and to assume the liability to pay a portion
of the deposits made in the Granada Hills Branch (Los Angeles, California) of Manufacturers Bank.
The Granada Hills branch held deposits of approximately $5.3 million as of June 30, 1980.

the Act. The re su lta n t bank is anticipate d to con tinu e to meet the credit needs of
its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Heritage Bank
A naheim , C alifornia

Banking offices
in operation
Before

192,301

5,992

After

to merge w ith

California Coastal Bank
San Diego, C alifornia

Sum m ary report by Attorney General, Septem ber 12, 1 9 8 0
We have review ed th is proposed tra nsa ctio n and conclude that it w ould not
have an adverse effect on com petition.
Basis for Corporation Approval, M ay 2 0 , 1981
Heritage Bank, A naheim , C alifornia ("H eritag e"), an insured state n on
mem ber bank w ith total resources of $1 92 ,3 0 1 ,0 0 0 and total IPC deposits of
$169,1 48 ,0 00 , has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge w ith
C alifornia Coastal Bank, San Diego, C alifornia ("CCB"), w ith total resources of
$5 ,9 9 2 ,0 0 0 and total IPC deposits of $4,610,000. The banks w ould merge under
the charter and title of Heritage and, incident to the transaction, the sole office of
CCB w ould become a branch of the resu ltan t bank.
Com petition
Heritage operates all seven of its banking offices in Orange County, w h ich is
located directly south of Los Angeles County and north of San Diego County. CCB
operates its sole office in the city of San Diego. W h ile its operations are confined
m ainly to the M ission V alley area of the city, it is in direct com petition w ith all
banks located in San Diego, and it is w ith in th is larger area th a t the com petitive
im pact of th is proposal w ill be most im m ediate and direct. There are 149 offices
of 29 com m ercial banks located in the city, controlling $2.7 billion in IPC depos
its. The area is dom inated by offices of the state's ten largest com m ercial
banking organizations, w h ich aggregately control over 75 percent of the area's
com m ercial bank IPC deposits. CCB is one of the sm allest banks in the area w ith
only 0.2 percent of such deposits. Heritage is not represented and its closest
office to CCB is located approxim ately 80 m iles north. Therefore, the proposed
transaction w o uld not e lim in a te any existing com petition and w ould have no
sig nifican t effect on the structure of com m ercial banking.
C alifornia statutes perm it statew ide de novo branching and, therefore, each
bank could branch de novo into areas served by the other. The loss of any
potential com petition, as a resu lt of th is m erger, is not regarded as sig n ifica n t in
lig h t of the intense com petition provided in the area by the state's largest
banking organizations.

The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, substantia lly lessen com petition, tend to create
a m onopoly or in any other m anner be in restra in t of trade.
Financial and Managerial Resources; Future Prospects
Financial and m anagerial resources of Heritage are adequate fo r purposes of
th is proposal. W ith the contem plated addition of equity capital, the fu tu re pros
pects of the resu ltan t bank appear favorable.
Convenience and Needs of the Com m unity to be Served
The proposed tra nsa ctio n w ould have little m aterial im pact upon the level and
pricing of com m ercial banking services in the relevant m arket area, as such
services are readily available in the area at offices of the state's largest com m er
cial banking organizations. Considerations relating to the convenience and
needs of the com m u nity to be served are consistent w ith approval of the
application.
A review of the available inform ation, including the C om m unity Reinvestm ent
Act Statem ents of the proponents, disclosed no inconsistencies w ith the pur
poses of the Act. The resulta nt bank is expected to continue to meet the credit
needs of its e ntire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Bangor Savings Bank
Bangor, M aine

Banking offices
in operation
Before

After

284,975

17,691

to merge w ith

Houlton Savings Bank
Houlton, M aine

Sum m ary report by Attorney General. March 2, 1981
We have review ed th is proposed transaction and conclude th a t it w ould have
no effect on com petition.
Basis for Corporation Approval, June 1, 1981
Bangor Savings Bank, Bangor, M aine, an insured m utual savings bank w ith
total resources of $ 2 8 4 ,9 7 5 ,0 0 0 and total deposits of $256,188,000, has ap
plied, pursuant to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, for the C orporation's prior consent to merge, under its charter
and title , w ith Houlton Savings Bank, Houlton, Maine, an insured m utual savings
bank w ith total resources of $ 1 7 ,6 9 1 ,0 0 0 and total deposits of $16,095,000.
Consent is also sought to establish the sole office of Houlton Savings Bank as a
branch of the resultant Bangor Savings Bank.
Competition
Bangor Savings Bank, based in the city of Bangor (prelim inary 1980 popula
tion: 31,645), operates 11 offices in east-central M aine serving a large, but
relatively sparsely populated, geographic area of several thousand square miles.
Houlton Savings Bank operates its sole office in the rural com m unity of Houlton
(prelim inary 1 9 8 0 population 6,753; a d e crea se of 2 0 p e rc e n tfro m 1970), w hich
is located in southeastern A roostook County a d ja c e n tto th e internation al boun

dary w ith Canada. This office, established in 1872, is located approxim ately 120
road m iles northeast of Bangor and more than 70 road m iles from the closest
office of Bangor Savings Bank.
The city of Bangor serves as a m ajor retail m arket and focal point fo r medical
and other services fo r a radius of several hundred m iles in the rural northern and
eastern portions of the state. Bangor Savings Bank presently holds more than $1
m illio n in deposits o rig in atin g from the distant Houlton service area, however,
th is total represents less th an 0.5 percent of its total deposit base. W hile some
econom ic inte ra ction exists, the proponents service areas are view ed as separ
ate and distinct, and the proposed transaction w ould have no sig n ifica n t effect
on existing com petition.
In the H oulton relevant m arket, H oulton Savings Bank is the larger of tw o
insured th rift in s titu tio n s and the th ird largest of the five insured com m ercial
banks and th rift in s titu tio n s represented. The m arket's three insured com m er
cial banks are all a ffilia te d w ith rela tively large regional a n d /o r statew ide m u lti
bank bank holding com pany organizations. In such an environm ent, Bangor
Savings Bank's acquisition of Houlton Savings Bank's relatively modest volum e
of banking business w o u ld have no adverse effect upon banking stru ctu re in the
Houlton market. S im ilarly, the proposed transaction w ould have no m aterial
im pact upon the level of concentration of banking resources in any relevant
area.*
Both in s titu tio n s , under governing statutes, may merge or branch de novo
th ro u g h o u t the state of M aine. Houlton Savings Bank, w ith its relatively lim ited
fin a n cia l and m anagerial resources, however, is unlikely to embark upon an
expansion cam paign into d ista n t areas and, in fact, has been actively seeking a
m erger partner. W h ile Bangor Savings Bank has the resources and branching
experience to enter the Houlton area de novo, the heavily-banked situation
prevalent and the m arket's relatively lim ited econom ic significance, reduce
s ig n ifica n tly the attractiveness of such a possibility. Accordingly, the potential
fo r m eaningfu l com petition to develop betw een the proponents, in the absence
of the proposed m erger, is view ed as lim ited.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of each in s titu tio n are regarded as
satisfactory, and the re sulta nt in s titu tio n w ould appear to have generally fa vo r
able fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The merger transaction w ould establish the state's second largest m utual
savings bank in the H oulton m arket, providing a greater variety of fin a n cia l
services than have been available at the office of Houlton Savings Bank. Such
services are also available in the Houlton area at offices of other, relatively large
fin a n cia l in s titu tio n s , however, Bangor Savings Bank's entry w ill provide an
additional source of such service. Considerations relating to the convenience
and needs of the com m unity to be served are consistent w ith approval of the
application.

*lt is recognized that the community of Houlton is located along an international border, and that
there exists a material volume of economic interaction w ith the neighboring agrarian-based
communities in the Province of New Brunswick. The impact, if any, of financial interm ediaries
based therein has been excluded from this analysis.

A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The resulta nt in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Com m unity Bank & Trust
Salt Lake City, Utah
(change title to Pioneer Bank)

Banking offices
in operation
Before

6,428

6,953

A fter

to merge w ith

Pioneer Bank
Salt Lake City, Utah

Sum m ary report by Attorney General, June 5, 1981
We have review ed the proposed transaction and conclude th a t it w o u ld have
no effect on com petition.
Basis for Corporation Approval, June 1, 1981
C om m unity Bank & Trust, Salt Lake City, Utah, an insured state nonm em ber
bank w ith total resources of $6,4 28 ,0 00 and total IPC deposits of $4,650,000,
has applied, pu rsu an t to Section 18(c) and other provisions of the Federal
Deposit Insurance Act, fo r the C orporation's prior consent to merge, under the
charter of C om m unity Bank & Trust, w ith Pioneer Bank, Salt Lake City, Utah,
w h ich is an insured state nonm em ber bank w ith total resources of $ 6 ,953 ,000
and total IPC deposits of $4,856,000. Incident to the proposed transaction, the
existing office of Pioneer Bank w ou ld be established as a branch of the resultant
bank w hich w ould be title d "P ioneer Bank."
Competition
The tw o banks are under com m on control and share com m on m anagement.
This a ffilia tio n arose in early 1 979 w hen three individuals, w h o exercised con
tro l over C om m unity Bank & Trust, acquired control of Pioneer Bank. A tth e tim e
of th is a ffilia tio n , n e ith e r bank w as a s ig n ific a n t fa ctor in the Salt Lake City area,
and th e ir com m on control had no sig nifica nt com petitive effect.
Each proponent presently operates a single banking office, located approxi
m ately 3.5 road m iles apart, in Salt Lake City, and continues to hold only a
nom inal share of the local com m ercial bank deposits. The proposed merger of
C om m unity Bank & Trust and Pioneer Bank w ould not elim inate any sig nificant
existing or potential com petition, nor w ould it m aterially im pact the structure of
com m ercial banking or the level of co ncentratio n of banking resources in any
relevant area.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The proponents have generally satisfactory fin a n cia l and m anagerial resour
ces. The re su lta n t bank, w ith the proposed addition to its equity capital base, is

anticipated to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w ould have no m aterial im pact upon the level or
pricing of com m ercial banking services in the Salt Lake City area. Considerations
relating to th e convenience and needs of the com m unity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Am erican Pacific State Bank
Los Angeles (P.O. Sun Valley) C alifornia

75,822

Banking offices
in operation
Before

A fter

to acquire assets and assume the deposit
liabilities o f

Granada Hills Branch of M anufacturers Bank
Los Angeles, C alifornia

5,163*

*Total IPC deposits to be transferred by
Manufacturers Bank. Assets not reported by office.

Sum m ary report by the Attorney General, Novem ber 14, 1 9 8 0
We have review ed th is proposed tra nsa ctio n and conclude th a t it w o u ld not
have an adverse effect upon com petition.
Basis for Corporation Approval, June 8, 1981
A m erican Pacific State Bank, Los A ngeles (P.O. Sun Valley), C alifornia
(“ A m erican Bank"), an insured state nonm em ber bank w ith total resources of
$ 7 5 ,82 2,0 00 and total IPC deposits of $ 65,40 6,000, has applied, pursuant to
Section 18(c) and other provisions of the Federal Deposit Insurance Act, fo r the
C orporation's prior consent to acquire a portion of the assets of and assume the
lia b ility to pay a portion of the deposits made in the Granada H ills Branch of
M anufacture rs Bank, Los Angeles, C alifornia. Incident to th is transaction the
Granada H ills Branch, located at 16912 Devonshire Street, Los Angeles, C ali
fo rn ia , w ith total IPC deposits of approxim ately $5,163,000, w ould be estab
lished as a branch of A m erican Bank.
Competition
A m erican Bank, established in 1971, operates three offices in the southeast
ern portion of the San Fernando V alley in the city of Los Angeles, California.
A m erican Bank's North Hollyw ood O ffice w as acquired in 1978 from a San
Francisco-based com m ercial bank, and the Sherm an Oaks O ffice w as acquired
in 1979 from M a nu fa ctu re rs Bank. The Granada Hills O ffice to be acquired in
th is transaction is located in th e residential com m unity of Granada Hills w h ich is

in the n o rth-ce ntra l portion of the San Fernando V alley approxim ately 10 road
m iles n orth w e st of A m erican Bank's closest office.
W h ile it is recognized th a t there is substantial econom ic interaction th ro u g h
out the e n tire m etro po lita n Los A ngeles area, there is no evidence of any
sig n ifica n t volum e of existing com petition w h ich w ould be impacted by the
proposed transaction. As M an ufa ctu re rs Bank has been in the process of dispos
ing of certain of its retail branches in the San Fernando Valley, there is only a
lim ited potential fo r increased com petition to develop between the proponents
as a resu lt of de novo branching a ctivity in the fu tu re. The proposed transaction
w ould not e lim in ate any sig nifica nt existing or potential com petition between
the proponents.
In the relevant m arket, approxim ated by the adjacent com m unities of Granada
H ills and M ission H ills in the San Fernando Valley, a total of six com m ercial
banks each operate one office and hold IPC deposits of approxim ately $84
m illion. This m arket is dom inated by the presence of several of the state's largest
banking organizations. The m arket's three largest com m ercial banks aggre
gately control 71.8 percent of the local IPC deposit base. The Granada Hills
Branch of M anufacturers Bank is the sm allest office, in share of IPC deposits
held, in the m arket. Its acquisition by A m erican Bank, w h ich is not presently
represented in th is relevant area, w o u ld have no adverse im pact upon the
stru ctu re of com m ercial banking in the market. In lig h t of the modest volum e of
banking business involved, the proposed acquisition w ould have no m aterial
im pact upon the level of concentratio n of banking resources in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
satisfactory fo r the purposes of the proposed tran saction, however, the equity
capital level of the resu ltan t Am erican Bank w ill be below desired levels. W ith the
proposed addition to th e e qu ity capital base of A m erican Bank, the re sultant
in stitu tio n w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tran saction w ill not effect the num ber of banking offices serving
the Granada H ills com m unity, nor is it expected to have any m aterial im pact
upon the level or pricing of banking services. C onsiderations of convenience and
needs of the com m un ity to be served are consistent w ith approval of the
application.
A review of available in fo rm a tio n including the C om m unity R einvestm ent A ct
S tatem ents of the tw o respective banks and other relevant m aterial, disclosed no
inconsistencies w ith the purposes of the Act. The re su lta n t bank is expected to
con tin u e to meet the crk
edit needs of its e n tire com m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Bank of Thomasville
Thom asville, Alabam a

Banking offices
in operation
Before

43,169

5,103

A fter

to merge w ith

Citizens Bank
Thom asville, Alabam a

Sum m ary report by Attorney General, April 2, 1981
A pplicant operates three offices in Clarke County. On June 30, 1980, A p p li
cant held total deposits of $37.26 m illio n (including IPC demand deposits of
$11.2 m illio n ) and net loans of $24.2 m illio n . Its net incom e fo r 1979 was
$658,000, above its 1975 -7 8 average of $346,000.
Bank has one office in Thom asville, Clarke County. On June 30, 1980, it held
total deposits of $4.2 m illio n (including IPC demand deposits of $876,405) and
net loans of $1.5 m illio n . Since bank's inception (1975), it has suffered loan
losses and has incurred operating losses in fo u r of its six years of operation.
Bank's only profitable years w ere 1976, w ith a net incom e of $ 47,00 0 and 1977,
w ith a net incom e of $36,000.
A pplica nt and Bank are d ire ct com petitors in Thom asville, Clarke County and
lim ite d portions of W ilcox and M arengo Counties. A p p licant's main office is
approxim ate ly a h a lf-m ile from Bank. (A pplicant's other offices are located eight
m iles and 28 m iles from Bank.) A ccording to A pplicant, it derives approxi
m ately $27.5 m illio n in total deposits and $17.8 m illio n in loans from Bank's
service area. Bank derives approxim ately $4 m illio n in total deposits and $1.4
m illio n in loans from A p p lica nt's service area. Clarke County (1980 population
27,639) supports the fo llo w in g fo re stry based activities: logging, lum ber, fu rn i
tu re m anufacturin g, pulp and paper production.
The relevant banking m arket consists of Clarke County and portions of W ilcox
and M arengo Counties. Of the five banks in Clarke County, A pplicant ranks first,
w ith 33.8% of to ta l deposits, and Bank ranks fifth , w ith 3.8% of total deposits.
Com m ercial banking in Clarke County is h ighly concentrated. Of the five banks
operating there, the fo u r largest banks, in te rm s of deposits, hold 96.15% of
county deposits. If the proposed m erger is consum m ated, the resulting bank
w ould control 37.7% of local deposits, and concentration among the fo u r largest
banks in the county w ould increase from 96.15% to 100%.
Two o the r banks, one in M arengo County and one in W ilcox County, are
located in the prim ary service area of A pplicant and in the prim ary service area of
Bank. Inclusion of these banks in the m arket produces a slig h t d im in u tio n of
m arket shares—fo r A pplicant, a decline from 33.8% to 29%, and fo r Bank, from
3.8% to 3.3%. The m erger w ou ld result in a 32.3% share fo r the resulting bank.
Basis for Corporation Approval, June 8, 1981
Pursuant to Section 18(c) and other provisions of the Federal Deposit In su r
ance Act, Bank of Thom asville, Thom asville, Alabam a ("A p p lica n t"), an insured
state non m em ber bank w ith total resources of $ 4 3 ,16 9,000 and total I PC depos
its of $ 3 6 ,29 0 ,00 0, has applied fo r the C orporation's prior consent to merge,
under its charter and title , w ith Citizens Bank, Thom asville, Alabam a w h ich has
total resources of $5 ,1 0 3 ,0 0 0 and total IPC deposits of $3,979,000. Incident to
the proposed tran sactio n, the sole office of Citizens Bank w ould be established
as a branch of the resu ltan t bank.

Competition
A pplicant, established in 1 952, operates three offices in central and northern
Clarke C ounty w h ich is in southw este rn Alabam a. Its main office is located in the
central business d is tric t of Thom asville w ith branches operated at Fulton (8 road
m iles south) and at C offeeville (30 road m iles southw est). Citizens Bank, estab
lished in 1975, operates its sole office in Thom asville in a com m ercialized
portion of the city along U. S. H ighw ay 43, a no rth -so u th artery through the
w estern portion of the state.
The co m m un ity of Thom asville (p relim inary 1980 population 4,41 2) is located
in the northeastern portion of Clarke County in southw estern Alabama approxi
m ately 90 m iles north of M obile and a sim ila r distance southw est of M ontgom
ery. The relevant m arket in w h ich to assess the com petitive im pact of the
proposed tran saction is approxim ated by an area w ith in a 15 to 20 road m ile
radius of T hom asville encom passing the northeastern portion of Clarke County
and adjacent portions of M arengo and W ilcox Counties. This area is sparsely
populated (estim ated population of 20,000) and has an econom y chiefly predi
cated upon tim be r and related wood products. Clarke County has experienced a
relatively high unem ploym ent rate in recent years w ith a decline in m a n u fa ctu r
ing em ploym ent. The 1 979 median household buying levels of Clarke, Marengo
and W ilcox Counties (range: $11,80 8 to $6,678) are substantia lly low er than the
com parable state fig u re of $14,267. The area is regarded as stable, but is
considered to have only lim ited grow th prospects.
The service area of Citizens Bank is w h o lly contained w ith in th a t of Applicant.
The tw o banks are clearly in direct com petition w ith A p p lica n t's main office less
than one road m ile dista nt from Citizens Bank's office. The proposed m erger
w ould, therefore, elim in a te existing and potential com petition and serve to
increase the level of concentration of banking resources in the Thom asville area.
Citizens Bank, how ever, has lim ite d fin a ncial resources and has not proven to
bean effective com petitor. Its total deposit base of $4.7 m illion and its total loans
outstanding of only $1.6 m illio n are nom inal by alm ost any standard and are not
indicative of a strong com petitive posture in the local com m unity. The actual
volum e of com petition w h ich w ould be impacted by the proposed transaction is
sm all, and its loss w ould not have a serious com petitive effect.
In the relevant m arket a total of five com m ercial banks are represented,
aggregately holding IPC deposits of less than $69 m illion. A pplicant, w ith tw o of
its three offices in the relevant market, is the largest com m ercial bank in share of
IPC deposits held; Citizens Bank is the sm allest. In relative term s, A pplicant
holds more tha n 46 percent of the local IPC deposit base and proposes to acquire
Citizens Bank's 5.6 percent m arket share. This banking m arket is relatively
sm all, how ever, d isto rtin g the com parative significance of the proposed a cquisi
tion w hich actually involves less than $4 m illio n in IPC deposits.
Citizens Bank is one of the sm allest com m ercial banks in the State of Alabama.
Its acquisitio n by A pplicant, w h ic h ranks as the state's sixty-eighth largest
com m ercial bank, w ould have no adverse im pact upon the level of concentration
of banking resources in the state or in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l resources of Citizens Bank are regarded as inadequate and the
bank is in need of additional capital funds to continue its operation. A pplicant has
a generally sound asset condition and is regarded as possessing an adequate

capital base to support the operations of the com bined banks. The resultant
in stitu tio n w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The proposed m erger w ould preclude any in te rru p tio n of banking services for
the custom ers of Citizens Bank. C onsiderations of the convenience and needs of
the co m m u n ity to be served are co nsisten t w ith , and add w e ig h t in favor of,
approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ent of A pplicant, disclosed no inconsistencies w ith the purposes of the
Act. The re su ltan t bank is anticipated to continue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

The Coastal Bank
H inesville, Georgia
to merge with
Long State Bank
Ludow ici, Georgia

Banking offices
in operation
Before

24,571

2,537

A fter

Sum m ary report by the Attorney General, M ay 2 8 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, June 8, 1981
Pursuant to Section 18(c) and other provisions of the Federal Deposit In su r
ance A ct, The Coastal Bank, H inesville, Georgia, an insured state nonm em ber
bank w ith total resources of $ 2 4 ,5 7 1 ,0 0 0 and total IPC deposits of $16,599,000,
has applied fo r the C orporation's prior consent to merge, under its charter and
title , w ith Long State Bank, Ludow ici, Georgia, w h ich has total resources of
$ 2 ,5 3 7 ,0 0 0 and to ta l IPC deposits of $1,504,000. Incident to the proposed
m erger, th e sole office of Long State Bank w o u ld be established as a branch of
The Coastal Bank.
The C om m issioner, D epartm ent of Banking and Finance fo r the State of
Georgia, has advised th e C orporation of an em ergency situ a tio n and requested
expeditious action p ursuant to paragraph 6 of Section 18(c) of the Federal
Deposit Insurance Act. The publication of notice, as required by The Bank M erger
Act, has been completed.
Com petition
The Coastal Bank operates its sole office in the city of H inesville w h ich is in
Liberty County in southeastern Georgia approxim ately 40 road m iles southw est
of Savannah. H inesville, w ith a population of 11,152 (prelim inary 1980 census
data) w h ich represents a substantial increase from the 1970 population figure of
4,115, is located in close p ro xim ity to Fort Stew art. This m ajor m ilita ry in s ta lla
tio n has gro w n rapidly in recent years and is a s ig n ific a n t factor in the local
economy. Long State Bank operates its sole office in the com m unity of Ludow ici
(prelim inary 1980 population, 1,313, a decrease from 1970) in central Long
County approxim ately 12 road m iles northeast of the city of Jessup.
The Coastal Bank is located only 15 road m iles northeast of Long State Bank,
separated by a sparsely populated rural area. Long State Bank is the only insured

http://fraser.stlouisfed.org/
48
Federal Reserve Bank of St. Louis

com m ercial banking fa c ility in Long County, however, the bank has failed to
develop an adequate custom er base, holding IPC deposits of only $1.5 m illion.
Long State Bank is not a s ig n ifica n t com petitive force and has a lim ited potential.
The volum e of com petition, in both actual and relative term s, w h ich w ould be
im pacted by the proposed tra nsa ctio n is nom inal, and its loss w ould have no
sig nifican t com petitive effect.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l resources of Long State Bank are regarded as inadequate, and
the bank's fu tu re v ia b ility is in grave doubt. The Coastal Bank has a generally
sound asset condition and w o uld appear to have the resources to satisfactorily
address the problem s facing Long State Bank. The resultant bank is anticipated
to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The proposed tra nsa ctio n w ill preclude the possibility of in te rru p tio n of com
m ercial banking services in Long County. A dditionally, The Coastal Bank is
expected to offer increased custom er hours, a higher lending lim it and other
increases in the level of com m ercial banking services. C onsiderations regarding
the convenience and needs of the com m u nity to be served are consistent w ith ,
and add substantial w e ig h t in favor of, approval of the application.
A review of available inform ation, including the C om m unity R einvestm ent Act
S tatem ent of The Coastal Bank and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the Act. The resultant bank is anticipated to
continue to meet the credit needs of its e n tire com m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

La Jolla Bank & Trust Com pany
La Jolla, California
to merge with
Vista National Bank
Vista, California

Banking offices
in operation
Before

117,284

18,206

A fter

Com petition
LJB operates e ig ht offices, all of w h ic h are located in San Diego County. Its
main office and one branch are located in th e southern coastal area of the
county, w ith th e rem aining six branches located in th e northern coastal part of
San Diego County. VNB operates its sole office in Vista in northw estern San
Diego County. San Diego County has an estim ated population of 1,859,623
(1980 p relim in a ry census data), the bulk of w hich is in the city of San Diego.
In the relevant m arket, w h ic h is approxim ated by the local Vista area w ith in
approxim ately 5 m iles, seven banks operating 13 offices control total IPC depos
its of $ 1 3 9 ,6 7 9 ,0 0 0 as of June 30, 1 980. Of these deposits, an aggregate 72.8
percent share is held by fo u r of C alifo rn ia's seven largest banks. LJB's closest
o ffice to VNB is some 4.5 m iles w est and th ere are other banking offices in the
intervening areas. The am ount of existing com petition th a t w ould be elim inated
by th is proposal is not considered to be of significance.
C alifornia statutes perm it statew ide branching. Therefore, each of the propo
nents could branch into areas served by the other. LJB has the fin ancial and
m anagerial resources to branch de novo into the area served by VNB. It is
u n like ly th a t VNB w o u ld consider de novo expansion in the near fu tu re . The loss
of th is lim ite d potential fo r fu tu re com petition to increase betw een the propo
nents by de novo branching is regarded as having little com petitive impact.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of LJB and VNB are considered satis
factory, and the fu tu re prospects of the resultant bank appear favorable.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsaction w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. Considerations relating to convenience and needs of the com m unity to be
served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to con tinu e to meet the credit needs of its
entire com m unity, consistent w ith the safe and sound operation of the
institution .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

W ilm ington Savings Fund Society
W ilm ington, Delaware

Banking offices
in operation
Before

A fter

811,206

6 6 6 ,0 0 0

to acquire assets and assume deposit
liabilities of

Peoples Savings and Loan Association
Dover, Delaware

Sum m ary report by the Attorney General, June 4, 1981
We have review ed th is proposed tra nsa ctio n and conclude th a t it w ould not
have a substantial com petitive effect.

Basis for Corporation Approval, June 15, 1981
W ilm in g to n Savings Fund Society, W ilm in gto n, Delaware (“ Society"), an
insured state m utual savings bank w ith total resources of $ 8 1 1 ,2 0 6 ,0 0 0 and
total deposits of $ 7 44 ,7 9 2 ,0 0 0 , has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to acquire the assets of and assum e th e lia b ility to pay deposits made in
Peoples Savings and Loan A ssociation, Dover, Delaware ("Peoples"), a non
insured state-chartered savings and loan association w ith total resources of
$ 6 66,0 00 and total deposits of $1 62,000.
Com petition
Society presently operates 20 offices. Its main office and 13 branches are
located in N ew Castle County, and three branches each are located in Kent and
Sussex Counties. Peoples operates its sole office in Dover in Kent County.
A lthoug h Society and Peoples are both represented in Dover, there is neither
existing com petition nor potential fo r com petition to develop betw een them .
Peoples lacks the fin a n cia l and m anagerial resources to consider any expansion,
and in fa ct is not a viable com petitor in the Dover area. C onsum m ation of this
proposal w ould have no effect on existing or potential com petition, and w ould
have a de m in im is im pact in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of Society are acceptable fo r the
purposes of th is proposal. Peoples has lim ite d and declining resources and its
fu tu re is not bright. The fu tu re prospects of Society, however, w ould not be
affected by the transaction.
Convenience and Needs of the C om m unity to be Served
A lth o u g h Peoples' office w ould be closed, num erous banking alternatives
w o u ld rem ain in the Dover area, and Peoples' custom ers w ould have access to a
broader range of services and have the benefits of federal deposit insurance.
C onsiderations rela ting to convenience and needs are consistent w ith approval.
A review of available info rm a tion , including the C om m unity Reinvestm ent Act
Statem ent of Society, disclosed no inconsistencies w ith the purposes of the Act.
The re su lta n t bank is expected to co ntin ue to meet the credit needs of its entire
com m unity, consistent w ith the safe and sound operation of the institution.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Continental Bank of N ew Jersey
Gloucester T ow nship (P.O. Laurel Springs)
New Jersey

Banking offices
in operation
Before

37,244

40,964

A fter

to merge w ith

The Mainland Bank
Linwood, New Jersey

Sum m ary report by A ttorney General, February 2 3 , 1981
We have review ed the proposed tran sa ctio n and conclude th a t it w o u ld not
have an adverse effect upon com petition.

Basis for Corporation Approval, June 2 2 , 1981
C ontinental Bank of New Jersey, G loucester T ow nship (P. 0 . Laurel Springs),
N ew Jersey ("C o n tin e n ta l Bank"), an insured state nonm em ber bank w ith total
resources of $ 3 7 ,2 4 4 ,0 0 0 and total IPC deposits of $20,646,000, has applied,
pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance
Act, fo r the C orporation's prior consent to merge, under its charter and title , w ith
The M ainland Bank, Linw ood, New Jersey, w h ich has total resources of
$ 4 0 ,9 6 4 ,0 0 0 and total IPC deposits of $2 9,277,000, and fo r consent to establish
the five offices of The M ainland Bank as branches of the resultant bank w hich
w ould operate a total of six offices. Incident to the transaction, the main office
location of the re su lta n t bank w ill be redesignated to the present site of the main
office of The M ain la nd Bank w h ic h is at M aple A venue and New Road, Linwood,
A tla n tic County, New Jersey. P ursuant to Section 18(i) of the Act, the Corpora
tio n 's consent is also sought to issue convertible subordinated debentures as an
addition to capital of the re su ltan t bank, and for advance consent to the re tire
m ent at m a tu rity or conversion to shares of com m on stock of said debentures.
Com petition
C ontinental Bank operates its sole office in G loucester Tow nship in so u th
w estern New Jersey approxim ately 10 road m iles southeast of the city of Phila
delphia, and serves a g row ing relatively a fflu e n t residential area of north-central
Camden County. The M ainland Bank operates a total of five offices in the
east-central portion of A tla n tic County, in the southeastern portion of the state,
serving a developing area to the w est and sou thw est of A tla n tic City. The tw o
banks com pete in separate, d istin ct m arkets w ith th e ir closest offices located
m ore than 30 road m iles apart. The proposed m erger transaction w o u ld have no
sig n ifica n t effect on existing com petition nor w ould it have a m aterial impact
upon the stru ctu re of com m ercial banking in e ither banking market or on the
level of concentration of banking resources in any relevant area.
New Jersey statutes perm it statew ide m erger and de novo branching subject
to certain hom e office protection provisions. In the absence of th is proposed
transaction, it is possible fo r com petition to develop betw een the proponents at
some fu tu re tim e as a result of such expansion efforts. Both banks, however, are
of relatively m odest size and each faces intense c om petition from several of the
state's largest banking organizations. The potential fo r m eaningful com petition
to develop betw een them is considered to be lim ited, and, in such a banking
environm ent, its loss w ould be of little com petitive significance.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and M anagerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of both C ontinental Bank and The
M ainland Bank are regarded as acceptable for the purposes of the proposed
m erger. The re su lta n t bank, w ith the proposed additions to its capital base, is
anticipated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of th e proposed m erger w ill have little effect on the level and
pricing of com m ercial banking services in the areas served by the proponents.
Considerations relating to the convenience and needs of the com m unity to be
served are, however, consistent w ith approval of the applications.
A review of available in form ation, including the C om m unity R einvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m u nity consistent w ith its safe and sound operation.

Based on the foregoing, the Board of D irectors has concluded that approval of
the applications is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

The Dim e Savings Bank of N ew York
New York (Brooklyn), New York

Before

A fter

5,316,542

2 31,030

to merge w ith

Union Savings Bank of N ew York
M am aroneck, New York

Sum m ary report by Attorney General, June 5, 1981
We have review ed the proposed tra nsa ctio n and conclude th a t it w o u ld not
adversely effect com petition.
Basis for Corporation Approval, June 2 9 , 1981
The Dime Savings Bank of New York, New York (Brooklyn), New York ("D im e"),
an insured m utual savings bank w ith total resources of $ 5 ,3 1 6 ,5 4 2 ,0 0 0 and
to ta l deposits of $ 4 ,7 4 6 ,63 5,0 00 , has applied, p ursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo rth e C orporation's prior
consent to merge, under its charter and title , w ith Union Savings Bank of New
York, M am aroneck, New York ("U n io n "), an insured m utual savings bank w ith
total resources of $ 2 3 1 ,0 3 0 ,0 0 0 and total deposits of $213,627,000, and to
establish the six offices of Union as branches of the resultant institution.
Com petition
Dime presently operates it m ain office, 15 branches, three public accom m oda
tion offices, and 16 rem ote service fa c ilitie s in Kings (Brooklyn), Queens, New
York (M anhattan), Nassau, and S uffolk Counties in the m etropolitan New York
City area, as w e ll as seven branches, one public accom m odation office, and six
rem ote service fa c ilitie s in the A lbany area of upstate New York. Union operates
it main office, tw o branches, and one public accom m odation office in W estches
te r County, d ire ctly north of New York City, and tw o branches in adjacent
Rockland County.
W estchester and Rockland Counties are both part of the New York-New Jersey
SM SA th a t consists of the five boroughs of New York City, as w e ll as Putnam,
Rockland, and W estchester Counties in New York, and Bergen County in New
Jersey. These areas all have close econom ic ties, w ith sig n ifica n t com m utation
among them fo r w ork, shopping and leisure. In addition, th rift institutions,
pa rticu la rly the large New York City-based th rifts , advertise th ro u g h o u t the area,
and there is intense com petition in the region. The 1 980 population of the New
York portion of the N ew Y ork-N ew Jersey SM SA w as 8,236,036, and there are
731 offices of 11 2 th rift in s titu tio n s w ith total deposits of $57,39 1,604,000. The
effect of th is proposal w ould be in sig n ifica n t in th is area.
D im e's closest office to U nion is located in M anhattan, approxim ately 23 road
m iles south of the m ain office of Union. As the intervening area is densely
populated and contains num erous th rift offices, there is no sig nificant existing
com petition betw een the tw o banks w h ic h w o u ld be e lim inated by the proposed
merger.
Under New York statutes, m utual savings banks can branch de novo state
w ide. However, the intense com petition existing among the num erous large

th rift in s titu tio n s in the New York City area m inim izes the com petitive s ig n ifi
cance of additional de novo branching activity.
Based on the foregoing, the Board of D irectors is of the opinion th a t the
proposed m erger w o u ld not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly or in any other m anner be in restraint of
trade.
Financial and Managerial Resources; Future Prospects
The proponents have set fo rth a d e fin itive analysis of the projected econom ies
of scale and other operating efficiencies w h ich may be realized through th e ir
com bined operation. These savings w ill flo w from e lim ination of redundant
operations such as advertising, data processing, audits and exam inations, and
consulting fees. In addition, losses taken by Union p rio rto consum m ation can be
used to offse t previous years' incom e taxes. O ther considerations relating to the
proponents' fin a n cia l and m anagerial resources have been sa tisfa cto rily re
solved, and the re su lta n t in s titu tio n is anticipated to have more favorable fu tu re
prospects than those of the tw o in s titu tio n s operating separately.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tran sa ctio n w ill have little effect on th e level
and pricing of banking services in th e areas served by the proponents. C onsider
ations relating to the convenience and needs of the com m unity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re sulta nt in s titu tio n is expected to continue to m eet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Because these applicants in th is p a rticu la r proposal w ere able to dem onstrate
th a t th e ir m erger w o u ld re su lt in clear econom ic advantages to the resultant
in s titu tio n , the Board of D irectors is persuaded th a t approval of the application is
w arranted.
Resources
(in thousands
of dollars)

United Bank 8i Trust Company
Hartford, Connecticut

Banking offices
in operation
Before

After

315,123

31,582

to merge with

Vernon National Bank
Vernon, Connecticut

Com petition
U nited operates its m ain office and tw e lve branches in H artford County, three
branches in M iddlesex County, and one branch each in Litchfield and New
London Counties. United is a ffilia te d w ith First C onnecticut Bancorp, Inc.,
Hartford, a bank holding com pany w h ich controls tw o other banks and has
aggregate total deposits of $466,6 59 ,0 0 0. VNB operates three offices only, all of
w h ich are located in the to w n of Vernon in Tolland County.
The relevant m arket in w h ich to assess the com petitive im pact of the proposed
transaction is regarded as the to w n of Vernon and the to w n s of Coventry,
Tolland, E llington and Bolton in Tolland County, and the to w n s of M anchester,
East Hartford, Hartford, South W indsor and East W indsor in Hartford County.
This area had a 1980 population of 325,064. United operates six offices in the
Vernon m arket area, fo u r of w h ich are in the city of Hartford. There are no offices
of any a ffilia te of U nited in the relevant m arket area. U nited's offices in East
H artford and East W indsor T ow nship, its closest to VNB, are approxim ately ten
m iles southw est and northw est, respectively, of Vernon. There are 14 banks,
operating 64 offices in the m arket, aggregately co n tro llin g total IPC deposits of
$1,76 3 ,9 4 0 ,0 0 0 at June 30, 1980. The tw o largest banks in the area, The
C onnecticut Bank and Trust Company, Hartford, and H artford National Bank and
Trust Company, Hartford, together hold over 84.0 percent of those deposits.
United and VNB hold shares of 5.0 percent and 1.4 percent, respectively. The
p roxim ity of the proponents indicates there is some existing com petition in the
area betw een V ernon and East Hartford and East W indsor Tow nship. However,
in light of the m oderate m arket shares held by the proponents and the presence
of num erous other banking a lterna tives in the m arket area, the loss of this
modest volum e of existing com petition is not considered to be of significance.
Under C onnecticut statutes, banks may establish branches statew ide subject
to certain capital and home office protection provisions. VNB lacks the resources
fo r fu rth e r expansion into areas served by United. Under state law, United is
prohibited from e ntering the to w n of Vernon de novo. A cq u isitio n of VNB, the
only rem aining com m ercial bank headquartered in Vernon, w ould remove this
home office protection provision, and open the to w n of Vernon to de novo entry
by any com m ercial bank in the state. Therefore, the proposed transaction w ould
not e lim in a te any sig n ific a n t potential fo r increased com petition betw een the
tw o banks in the future.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of United and VNB are adequate for
purposes of th is proposal, and the resu ltan t bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The proposed transaction w ould not sig n ifica n tly affect banking services in the
market, but considerations relating to the convenience and needs of the
com m unity to be served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to m eet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institution.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars

Suffolk Franklin Savings Bank
Boston, M assachusetts
(change title to M utual Bank fo r Savings)

Banking offices
in operation
Before

A fter

647,068

527,370

to merge with

M utual Bank for Savings
Newton (P.O. Newton Centre), M assachusetts

Sum m ary report by Attorney General, June 4 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, July 1 3 , 1981
S uffolk Franklin Savings Bank, Boston, M assachusetts ("S u ffo lk Franklin"),
an insured m utual savings bank w ith total resources of $647 ,0 6 8 ,0 0 0 and total
deposits of $ 58 3,2 9 8,0 00 , has applied, p ursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's consent to
merge, under its charter, w ith M utua l Bank fo r Savings, N ewton (P. O. Newton
Centre), M assachusetts ("M u tu a l Bank"), also an insured m utual savings bank,
w h ich has to ta l resources of $ 5 2 7 ,3 7 0 ,0 0 0 and total deposits of $483,7 94,000.
Consent is also sought to establish the eleven existing offices of M utual Bank as
branches of the re su lta n t in s titu tio n w h ic h w ould be title d "M u tu a l Bank for
S avings" and operate from the present m ain office site of Suffolk Franklin.
Com petition
S uffolk Franklin operates 13 of its 14 offices w ith in the city lim its of Boston
(Suffolk County) w ith several branches serving the urban neighborhoods of
Roslindale, Dorchester, Hyde Park and W est Roxbury. Several other branches
are located so as to serve the daily com m uters to the city's universities, hospi
tals, insurance com panies, governm ent com plex and com m ercial establish
ments. A single office (deposits $20.4 m illio n as of June 3 0 ,1 9 8 0 ) is operated on
a m ajor com m uter artery in the northern residential suburb of M edford (p re lim in
ary 1980 population 58,076).
M utual Bank, based in the city of Newton (prelim inary 1980 population
83,622) located adjacent to and w est of Boston in M iddlesex County, operates 10
of its 11 offices in the rela tively a fflu e n t residential suburbs to the w est and
southw est of the city of Boston. A single office w as established in 1976 in Boston
located betw een the city's fin a n cia l d is tric t and the governm ent center complex,
w h ich is in close proxim ity to offices of Suffolk Franklin. This office, however, has
failed to originate a sig n ifica n t deposit volum e (deposits of only $4.9 m illio n as of
June 3 0 ,1 9 8 0 ) and serves p rim a rily as a convenience fa c ility fo r M utual Bank's
suburban custom ers w h o w ork or shop in the city.
The Boston Standard M etropolitan S tatistical Area, w h ich consists of the city
of Boston plus 77 other incorporated citie s and to w n s (1970 population
2,753,7 00 ) is one of the n a tio n 's largest urban m arkets w ith 1979 retail sales of
approxim ately $15 billion. There is substantial econom ic interaction and com
m utation th ro u g h o u t th is entire urban area and, as such, the proponents m ust
be regarded as being in dire ct com petition. The actual volum e of existing com pe
titio n betw een the tw o in stitu tio n s, however, is relatively modest, and the impact
of the proposed m erger tra n sa ction on existing com petition w ould not be
significant.

M assachusetts statutes regarding de novo expansion by m utual savings
banks perm it such branching w ith in a bank's home office county, and, in recent
years, have been m odified to a llo w the establishm ent of a single new de novo
office per annum in adjacent counties, subject to certain other lim itations. The
potential fo r m eaningfu l com petition to develop between the S uffolk Countybased S uffolk Franklin and the M iddlesex County-based M utual Bank by de novo
expansion is lim ited, and its loss w ould have little com petitive im pact in the
context of th is market.
The Boston relevant m arket is characterized by a relatively low level of concen
tra tio n among tra d itio n a l th rift in stitu tion s. Suffolk Franklin and M utual Bank
rank as the fo u rth and fifth largest m utual savings banks in th is area holding 4.9
percent and 4.0 percent, respectively, of the deposits held by local savings bank
offices. This m arket is som ew hat unique, however, in th a t there are a num ber of
hybrid types of fin a ncial interm ediaries exercising a variety of banking powers
and offering intense com petition across a broad spectrum of fin a n cia l services.
M utual savings banks, state-chartered co-operative banks, and federal savings
and loan associations aggregately hold approxim ately $16 billion in deposits and
operate more than 500 offices in th is m arket area. Of th is broader group of
" th r ift" com petitors, the com bined S uffolk Franklin and M utual Bank w ould
aggregately hold a 6.7 percent m arket share of the total deposit base.* In such a
com petitive environm ent, the proposed m erger is view ed as having no m aterial
effect upon the stru ctu re of the market, nor w ould the transaction have any
s ig n ific a n t im pact upon the level of co ncentration of fin ancial resources in any
relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Both S uffolk Franklin and M utual Bank have a generally sound asset condition
and are regarded as being sa tisfactorily managed. A m aterial reduction in over
head expenses is projected fo r the resulta nt in s titu tio n as a result of the pro
posed m erger. Econom ies w ill be realized from the phaseout of redundant
operations and from com bined budgets fo r check processing, professional fees,
supplies and m arketing. A lso under consideration is the closing of unprofitable
branch office locations. In addition, the sale of low yield assets of M utual Bank
prior to consum m ation of the m erger transaction is anticipated to yield certain
tax advantages fo r the resu ltan t in s titu tio n as w e ll as provide liquid funds for
investm ent at c u rren t m arket rates. The proposed merger is w e ll planned, and
the proposed com bined in s titu tio n w ould appear to be more favorably positioned
to meet fu tu re challenges th an w ould e ither of the proponents operated
independently.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed transaction w ould have little im pact upon the
level and pricing of fin a n cia l services in the Boston m etropolitan area. The
com bination of a Boston-based th rift in s titu tio n w ith a suburban-based m utual

*A total of 63 insured commercial banks also operate in the Boston market holding another $15.3
billion of domestic deposits in more than 5 0 0 offices. Inclusion of these commercial banking
organizations as competitors of mutual savings banks in this market would reduce the share of total
area deposits held by the proposed mutual savings bank to less than 3.5 percent.
It is additionally recognized that approximately 3 0 0 credit union offices w ith aggregate deposits of
approximately $1.2 billion and several relatively large "money market funds" are based in the
Boston market and offer additional competition to traditional thrift institutions.

savings bank, each w ith extensive branch netw orks, should provide additional
convenience to the large num ber of suburban residents w ho com m ute to Boston
fo r em ploym ent or shopping. The larger re su ltan t in stitu tio n w ould, additionally,
be able to provide a broader array of services at all offices than presently
available. C onsiderations of convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, and because th is proposal has the potential to result in
a m aterial econom ic advantage to the resulta nt m utual savings bank, the Board
of Directors is persuaded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

The Berlin City Bank
Berlin, New Ham pshire

Banking offices
in operation
Before

60,309

7,916

After

to merge w ith

Peoples National Bank of Groveton
Groveton, New Ham pshire

are separated by the W h ite M o un tain s and a national forest. It therefore appears
th a t no sig n ific a n t existing com petition betw een the tw o banks w ould be e lim i
nated by the proposed m erger transaction.
New Ham pshire state statutes allo w de novo branching statew ide w ith certain
population restrictions. Peoples lacks the fin a ncial and m anagerial resources to
attem pt any de novo expansion. It is unlikely, due to the unattractiveness of the
Groveton area fo r de novo entry, th a t City Bank w o uld consider such expansion
there. Therefore, consum m ation of the proposed transaction w ould not e lim i
nate any sig n ifica n t potential fo r fu tu re com petition betw een the tw o banks.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
City Bank and Peoples have satisfactory fin a n c ia l and m anagerial resources,
and the resu ltan t bank is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsaction w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. Considerations relating to the convenience and needs of the com m unity
to be served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to co ntin ue to meet the credit needs of its
entire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

The Mason Village Savings Bank
G reenville, New Ham pshire
(change title to Village Savings Bank)

Banking offices
in operation
Before

11,655

7,723

A fter

to merge w ith

Peterborough Co-O perative Bank
Peterborough, New Ham pshire

Sum m ary report by Attorney General, April 2, 1981
We have review ed th is proposed transaction and conclude th a t it w ould have
no effect on com petition.
Basis for Corporation Approval, July 13, 1981
The Mason V illage Savings Bank, G reenville, New Ham pshire ("M V S B "), an
insured m utual savings bank w ith total resources of $ 1 1 ,6 5 5 ,0 0 0 and total
deposits of $ 1 0 ,6 7 4,0 00 , has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance A ct, fo r the C orporation's consent to
merge, under its charter and w ith the title "V illa g e Savings B ank," w ith Peter
borough Co-Operative Bank, Peterborough, New Ham pshire ("PCB"), a federallyinsured state chartered co-operative bank w ith total resources of $7,723,000
and total deposits of $6,319,000. Incident to the transaction, the sole office of
PCB w ould be established as a branch of the re sulta nt bank w h ich w ould operate
w ith a total of three offices.

Com petition
MVSB operates its m ain office in the to w n of G reenville (1980 population
1,988), and a branch in the to w n of New Ipsw ich (1980 population 2,433), both
located in s o u th w e ste rn H illsborough County. PCB operates its sole office in the
to w n of Peterborough (1980 population 4,895) in the w estern part of the county.
H illsborough County (1980 population 276,608) is situated in southern New
Hampshire, along the M assachusetts state border.
Banking in the to w n of Peterborough is dom inated by Peterborough Savings
Bank (deposits of $ 9 0 ,6 7 1 ,0 0 0 as of June 30, 1980), the only other th rift
in s titu tio n operating there. A single com m ercial bank, w ith IPC deposits of
$ 1 7 ,91 3,00 0 (as of June 30, 1980), is also based in Peterborough.
The prop on e nts' closest offices are approxim ately nine road m iles apart. The
p ro xim ity of these offices w o u ld indicate some com petition does exist between
them . The proponents, however, p rim a rily serve separate localized m arkets w ith
some overlap in the in te rve nin g area. The te rra in betw een the G reenville-N ew
Ipsw ich area and Peterborough is m ountainous and the roads connecting the
tw o areas are of a secondary nature. Therefore, the am ount of com petition that
w o u ld be e lim ina ted by the proposed tra nsa ction is not considered to be of
significance.
New Ham pshire statutes a llo w statew ide de novo branching w ith certain
population restrictions. N either MVSB nor PCB has the resources to consider
any m eanin gfu l de novo expansion in the near fu tu re , and consum m ation of the
proposed tra nsa ctio n w ould not e lim in a te any s ig n ifica n t potential fo r fu tu re
com petition to develop between the tw o institutions.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of th e country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
MVSB and PCB have satisfactory fin a n cia l and m anagerial resources, and the
fu tu re prospects of the resu ltan t in s titu tio n appear favorable.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed tran sa ctio n w ill have little effect on the level
and pricing of banking services in the areas served by the proponents. C onsider
ations relating to convenience and needs of the com m unity to be served are,
however, consistent w ith approval of the application.
A review of available in form atio n, including the C om m unity Reinvestm ent Act
S tatem ent of MVSB, disclosed no inconsistencies w ith the purposes of the Act.
The re sultan t in s titu tio n is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

Banking offices
in operation

Resources
(in thousands
of dollars

American Bank and Trust Co. of Pa.
Reading, Pennsylvania
to merge with
The Brownstown National Bank
B row nstow n, Pennsylvania

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60
Federal Reserve Bank of St. Louis

Before

A fter

1,930,349

39,376

Sum m ary report by Attorney General, April 17, 1981
We have review ed the proposed tra nsa ctio n and conclude th a t it w ould have
no effect on com petition.
Basis for Corporation Approval, July 1 3 , 1981
A m erican Bank and Trust Co. of Pa., Reading, Pennsylvania (“ A m erican"), an
insured state nonm em ber bank w ith total resources of $1,930,349,000, and
total IPC deposits of $ 1 ,5 1 2 ,62 7 ,0 00 , has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge, under its cha rte r and title , w ith The B row nstow n National
Bank, B row nstow n, Pennsylvania ("B N B "), w ith total resources of $39,37 6,000
and total IPC deposits of $32,267,000. Incident to the proposed transaction, the
three offices of BNB w o u ld be established as branches of the re sultant bank,
w hich w ould operate 72 fu ll-se rvice offices.
Com petition
A m erican is headquartered in Reading (Berks County), and operates offices in
each of the seven counties com prising its legal branching area. Its m ain office,
20 branches and six rem ote service fa c ilitie s are located in Berks County, and it
has nine branches in Lancaster County, fo u r branches in Lebanon County, six
branches in Chester County, 12 branches each in M ontgom ery and S chuylkill
Counties, and five branches and one rem ote service fa c ility in Lehigh County.
A m erican has also received approval to establish three more branches; tw o in
Lancaster County and one in Chester County. BNB, headquartered in B row ns
tow n, operates three offices, all of w h ich are in Lancaster County.
The relevant m arket area is regarded as th a t area w ith in a 15 m ile radius of
B row nstow n, w h ic h consists of the m ajority of Lancaster County and the adjoin
ing portions of southeastern Lebanon County and southw este rn Berks County.
This m arket area, w h ic h had a 1980 population of approxim ately 300,000,
supports an econom y w h ic h includes agriculture, industry and tourism .
Both proponents are represented in the relevant m arket w ith A m erican pres
ently operating seven offices there, and it is in the process of establishing tw o
more. The propone nts' closest offices are A m e rica n 's Lititz branch and BNB's
R othsville branch w h ic h are approxim ately three m iles apart. The location of
these offices indicates th a t some direct com petition does exist. However, three
other banks operate offices in Lititz, and the m arket contains num erous other
alternatives. The am ount of existing com petition th a t w ould be elim inated by the
proposed transaction is not considered significant.
Fifteen com m ercial banks, operating 95 offices, serve the relevant m arket and
aggregately control June 30, 1980 total IPC deposits of $1,512,763,000. The
fo u r largest banks in the market, H am ilton Bank (Lancaster), Fulton Bank (H arris
burg), Farmers First Bank (Lititz), and The C om m onwealth National Bank (H arris
burg), together control over 66 percent of such deposits. A m erican presently
controls a 4.7 percent share of the total IPC deposits in the m arket. A cquisition of
BNB w o u ld add only 2.2 percent to th a t share, and w ould have no m aterial
im pact upon the level of deposit concentration or on the stru ctu re of com m ercial
banking in the market.
Pennsylvania statutes pe rm it branching in a bank's home office county and
any county contiguous thereto. Both A m erican and BNB have the fin a n cia l and
m anagerial resources to branch de novo into areas served by the other.
However, the loss of th is potential fo r com petition to increase fu rth e r between
th e proponents th ro u g h de novo expansion is not regarded as sig n ifica n t in light
of the presence of num erous banking alternatives already in the market.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, FRASER section of the country, su b s ta n tia lly lessen com petition, tend to
in any
Digitized for

create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
A m erican and BNB have satisfactory fin a n cia l and m anagerial resources, and
the resulta n t bank is anticipated to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tran sactio n w ould have little effect on banking services in the
market, but considerations relating to the convenience and needs of the com
m unity to be served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

NorthW est Bank
Seattle, W ashington

Banking offices
in operation
Before

34,190

11,916

A fter

to merge w ith

Bank of Kirkland
Kirkland, W ashington

Sum m ary report by Attorney General, August 2 8 , 1981
W e have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, July 13, 1981
N o rth w e s t Bank, Seattle, W ashington, an insured state nonm em ber bank
w ith total resources of $ 3 4 ,1 9 0,0 00 and total IPC deposits of $28,356,000, has
applied, p ursu a nt to Section 1 8(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter
and title , w ith Bank of Kirkland, Kirkland, W ashington, an insured state
nonm em ber bank w ith total resources of $ 1 1 ,91 6,0 00 and total IPC deposits of
$8,914,000. Incident to the proposed transaction, the sole office of Bank of
K irkland w o u ld be established as a branch of the re sultant bank, w h ich w ould
operate fo u r fu ll-se rvice offices.
Com petition
N o rth w e s t Bank operates three fu ll-service offices in the Seattle area of King
County. Bank of Kirkland operates its sole office in Kirkland, w h ich is located east
of Seattle and separated therefrom by Lake W ashington in King County.
The area in w h ic h to assess the com petitive im pact of the proposed
transaction is regarded as the K irkland city lim its and those adjacent areas
w ith in approxim ately fo u r miles. In th is relevant market, there are seven banks,
o p e ra tin g 13 o ffic e s , c o n tro llin g J u n e 30, 1 9 8 0 to ta l IPC d e p o sits of
$107,991,000. Of these deposits, Bank of Kirkland holds a 6.9 percent share. As
N orthW est Bank is not represented in th is m arket, it w ould m erely succeed to
that share.
Com m ercial banking in th is m arket and in the Seattle area is dom inated by
offices of some of W a sh in gton 's largest banking organizations, and in light of the

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62
Federal Reserve Bank of St. Louis

m odest size of the proponents, the proposed tran saction w o u ld have no adverse
im pact upon the level of concentratio n of com m ercial banking resources in any
relevant area. N o rth w e s t Bank's closest office to Bank of Kirkland is located
some 7 m iles n orthw est, and the re does not appear to be any sig n ifica n t am ount
of com petition th a t w ould be elim inated by the proposed transaction.
W ashington statutes lim it de novo branching to a bank's home office city,
unincorporated areas in the head office county and unbanked incorporated
com m unities th ro u g h o u t the state. Therefore, each of the proponents is p rohib
ited from e ntering th e areas served by the other th rough de novo branching, and
no sig n ifica n t potential fo r com petition to develop between the proponents in the
fu tu re w ould be elim inated.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
N o rth w e s t Bank and Bank of Kirkland have satisfactory fin a n cia l and m anage
rial resources, and the re su lta n t bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed tran sactio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. C onsiderations relating to convenience and needs of the com m unity to be
served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e ntire com m unity, consistent w ith the safe and sound operation of the
institutio n.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

The Independent Bank and Trust Company
W illim a n tic, C onnecticut

Banking offices
in operation
Before

89,405

19,593

A fter

to merge with

The Norwich State Bank and Trust Com pany
Norwich, C onnecticut

Sum m ary report by Attorney General, June 12, 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, July 2 0 , 1981
The Independent Bank and Trust Company, W illim a n tic, Connecticut ("In d e
pendent"), a state nonm em ber insured bank w ith resources of $ 8 9 ,40 5,000 and
total IPC deposits of $ 72,40 8,000, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge w ith The N orw ich State Bank and Trust Company, Norwich,

C onnecticut ("N S B "), w ith total resources of $ 1 9 ,5 9 3 ,0 0 0 and total IPC deposits
of $14,836,000.
Competition
Independent operates seven offices in the northeastern corner of Connecticut.
Its main office and three branches are located in W indham County, w ith three
additional branches in adjacent Tolland County. Its m arket area consists of these
tw o counties as w e ll as the north ern portion of New London County. NSB
operates all three of its offices in the city of N orw ich. N orw ich is ce ntrally located
in New London County, in southeastern Connecticut.
The area w ith in w h ic h the com petitive e ffect of the proposed transaction
w ould be m ost im m ediate and direct is in New London County. There are 35
offices of nine com m ercial banks located in New London County. NSB controls
the fo u rth largest share of area com m ercial bank IPC deposits (4.1 percent). The
m arket is dom inated by the state's three largest com m ercial banks w h ich control
81.9 percent of such deposits. Independent is not represented in the market, and
the proponents' closest offices are separated by 17 road miles. Therefore, w h ile
there is some overlap in m arket areas, no sig n ifica n t com petition between the
tw o banks presently exists.
C onnecticut statutes p erm it statew ide m erger activity, however, lim it de novo
expansion to a bank's home office co m m u nity or those to w n s and cities w h ich do
not contain a nother com m ercial bank's home office. Independent is, therefore,
precluded from de novo entry into N orw ich. Consum m ation of the proposed
transaction w ould, on the other hand, open the city of N orw ich to de novo
branching by any com m ercial bank in the state. The proposed transaction could
therefore serve to increase com petition w ith in th is area.
Based on the foregoing, the Board of D irectors has concluded th a t the pro
posed m erger w o u ld not, in any section of the country, substantia lly lessen
com petition, tend to create a m onopoly, or in any o ther m anner be in re stra in t of
trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of both proponents are regarded as
satisfactory, and th e re su ltan t bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the C om m unity to be Served
The proposed m erger w ill re su lt in a broader range of com m ercial banking
services fo r the present custom ers of NSB. W hile it is recognized th a t such
services are generally available at offices of a num ber of regional and statew ide
banks in th e relevant m arket area, consum m ation of the proposed m erger w ill
provide an additional alternate source fo r these services. C onsiderations re la t
ing to the convenience and needs of the co m m u nity to be served are consistent
w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the tw o banks and other relevant m aterial, disclosed no inconsis
tencies w ith the purposes of the Act. The resu ltan t bank is expected to continue
to meet the credit needs of its entire com m unity, consistent w ith its safe and
sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

M anly State Bank
M anly, Iowa
(change title to First State Bank)

Banking offices
in operation
Before

19,745

6,835

A fter

to merge w ith

The Citizens Savings Bank
Hanlontow n, Iowa

Sum m ary report by Attorney General, June 5, 1981
We have review ed the proposed tra nsa ction and conclude th a t it w ould have
no effect on com petition.
Basis for Corporation Approval, July 2 0 , 1981
M anly State Bank, M anly Iowa ("M a n ly Bank"), an insured state nonm em ber
bank w ith total resources of $ 1 9 ,7 4 5 ,0 0 0 and total IPC deposits of $17,182,000,
has applied, pu rsu an t to Section 18(c) and other provisions of the Federal
Deposit Insurance Act, fo r the C orporation's p rior consent to merge under the
charter of M anly Bank w ith the title First State Bank, w ith The Citizens Savings
Bank, H anlontow n, Iowa, ("C itizen s"), an insured State nonm em ber bank w ith
total resources of $ 6 ,8 3 5 ,0 0 0 and total IPC deposits of $5,782,000. Incident to
the transaction, the sole office of Citizens w ould be established as a branch of
the resu ltan t bank.
Competition
M anly Bank operates its m ain office and tw o branches in south-centra l W orth
County, w ith an addition al branch, five m iles southeast, in adjacent Cerro Gordo
County. M anly Bank is controlled by M anly State BancShares Inc., M anly, Iowa,
a one-bank holding company. Citizens operates its sole office in the city of
H anlontow n (1980 population 213). H anlontow n is also located in W orth
County, approxim ately 8 m iles w est of M anly.
The effects of the proposed transaction w ould be most im m ediate and direct in
th a t area w ith in approxim ately 15 road m iles of H anlontow n. This area includes
the south w este rn tw o -th ird s of W orth County, northw estern Cerro Gordo
County, southeastern W innebago County, and n orthw estern Hancock County.
The area is h ig h ly a g ric u ltu ra lly oriented, w ith grain and sw ine production
predom inant. Mason City (1 98 0 population 30,144) is included in the market
area and serves as the area's m anufacturin g and retail center. There are
c u rre n tly tw e n ty -tw o offices of eleven com m ercial banking organizations
operating in the area, in clu din g representatives of the state's th ird and fo u rth
largest com m ercial banking organizations. Both proponents are represented in
the area, but they are ranked only eighth and ninth in term s of area com m ercial
bank IPC deposits, and the loss of existing com petition is not considered to be
significant.
Iowa statutes perm it branching in a bank's home office county and in
contiguous counties, w ith certain office protection restrictions. Citizens was
chartered in 1900 and operates out of a single office. It has n e ith e r the
experience nor the resources to em bark on any de novo expansion. A lthough
M anly Bank is capable of fu rth e r de novo expansion, it is presently prohibited
from branching in H anlontow n. Therefore, consum m ation of the proposed
transaction w ould not e lim in a te any sig n ifica n t potential fo r increased fu tu re
com petition betw een the proponents.
The Board
of D irectors is of the opinion th a t the proposed transaction w ould

not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and M anagerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of M anly Bank are regarded as
satisfactory fo r the purposes of th is transaction, and the fu tu re prospects of the
resultant bank appear favorable.
Convenience and Needs of the C om m unity to be Served
The re su lta n t bank w o u ld be able to o ffe r a broader range of com m ercial
banking services than presently available at Citizens, and considerations
relating to the convenience and needs of the co m m u n ity to be served are
consistent w ith approval.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to m eet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institu tio n .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

M etroBank
B irm ingham , Alabam a

Banking offices
in operation
Before

47,971

28,614

A fter

to merge w ith

Bank of the Southeast
B irm ingham , Alabam a

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66
Federal Reserve Bank of St. Louis

holding com panies, and M etroBank has only a 1.1 percent share. Its acquisition
of BSE's 0.8 percent share w ould not have any m aterial effect on the local
market structure.
The fact th a t both banks have offices in d o w ntow n Birm ingham w ould
norm ally indicate th a t there is some existing com petition between them . Neither
M etroBank nor BSE is a m aterial factor in the m arket, however, and th e ir m erger
w o u ld not elim in ate any sig n ifica n t existing or potential com petition. Moreover,
the nearest a ffilia te of M etroBank is about 100 m iles to the north.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of th e country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
M etroB ank has satisfa cto ry fin a n cia l and m anagerial resources, as w ould the
re sultan t bank. The proposed m erger w ould resolve BSE's asset, capital and
earnings problem s, and w ith the proposed addition to its capital structure, the
resultant bank w ould have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed transaction w ould have little effect on the
delivery of com m ercial banking services in Jefferson County, and considerations
of convenience and need are consistent w ith approval.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ent of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.

Resources
(in thousands
of dollars)

First American Bank of Maryland
Silver Spring, M aryland

Banking offices
in operation
Before

A fter

298,179

19,897

to merge w ith

Lincoln National Bank
G aithersburg, M aryland

Sum m ary report by Attorney General, August 1 4 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, July 3 1 , 1981
First A m erican B an kof M aryland, S ilver Spring, M aryland ("F irst A m erican"),
an insured state nonm em ber bank w ith total resources of $298 ,1 7 9 ,0 0 0 and
total IPC deposits of $236,7 05 ,00 0, has applied, pursuant to Section 18(c) and
other provisions of th e Federal Deposit Insurance Act, for the C orporation's prior
consent to merge, under its charter and title , w ith Lincoln National Bank,
G aithersburg, M aryland, w h ich has total resources of $19,89 7,000 and total IPC
deposits of $ 1 5 ,97 1 ,00 0. Consent is also sought to establish the tw o existing
offices of Lincoln National Bank as branches of the resultant bank.
Com petition
Based in Silver Spring, in M ontgom ery County, First Am erican operates 22
offices in central M aryland concentrated ch ie fly in the suburban areas around

W ashington, D. C. Lincoln N ational Bank operates tw o offices in north-central
M ontgom ery County. Its m ain office (established in 1975) is located north of the
city of G aithersburg (prelim ina ry 1980 population 22,462), and a branch
(established 1980) is located approxim ately six m iles southw est of G aithersburg
at Darnestown.
The G aithersburg relevant m arket area is regarded as lying adjacentto, and on
the n o rth w e st frin g e of, the h ig h ly developed W ashington m etropolitan area.
First A m erican is not represented in the localized relevant market, w ith its
closest office (IPC deposits of $4.2 m illio n ) located in the v ic in ity of Rockville to
the southeast of G aithersburg. It is recognized th a t there is econom ic interaction
and com m utation betw een the G aithersburg m arket and the W ashington
m etropolitan area, and th a t First A m erican and Lincoln National Bank m ust be
regarded as dire ct com petitors in such a context. The actual volum e of existing
com petition betw een the tw o banks, however, is modest, and its loss w ould have
no sig n ific a n t com petitive effect in e ith e r the G aithersburg m arket or the
W ashington m etropolitan area.
M aryland statutes perm it statew ide m erger and de novo branching activity,
subject to certain m in im u m capitalization levels. Expansion by First A m erican
into the G aithersburg area is regarded as a d istinct possibility, however, the local
m arket is heavily banked w ith m ost of the state's largest com m ercial banking
organizations already w e ll established. Lincoln National Bank lacks the resour
ces to pursue any m eaningfu l expansion e ffo rt into the suburban W ashington
areas now served by First A m erican. The potential fo r increased com petition to
develop betw een the proponents in the foreseeable fu tu re by means of de novo
branching is lim ited, and its loss is of little com petitive significance.
In the G aithersburg relevant m arket a total of eleven com m ercial banks oper
ate 22 offices and hold IPC deposits of approxim ately $150 m illion. This local
m arket is dom inated by the presence of six of the state's largest com m ercial
banking organizatio ns operating 1 6 offices and holding more than 85 percent of
the local IPC deposit base. The proposed acquisition by First A m erican of Lincoln
National Bank's 9.0 percent share of IPC deposits w o u ld have no adverse im pact
upon the stru ctu re of com m ercial banking in th e market. Considering the s ig n ifi
cance of com m utation patterns and the relatively nom inal volum e of deposits
and banking business to be acquired, the proposed transaction w o u ld have little
m aterial effect on the level of concentratio n of banking resources in any relevant
area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
acceptable fo r the purposes of th is transaction, and the re sultant bank is a n tic i
pated to have favorable fu tu re prospects.
Convenience and Needs of the Com m unity to be Served
The re su lta n t bank w ill be able to o ffe r a broader range of com m ercial banking
services than presently available at the offices of Lincoln N ational Bank. The
tra nsactio n w ill have little effect upon the level or pricing of com m ercial banking
services in the G aithersburg area, how ever, considerations relating to the con
venience and needs of the co m m u nity to be served are regarded as consistent
w ith approval of the application.
A review of available info rm a tion , including the C om m unity Reinvestm ent Act
S tatem ent of First A m erican, as w e ll as its redraw n "delineate d c o m m u n ity ,"
disclosed no inconsistencies w ith the purposes of the Act. The resultant bank is

anticipated to meet the credit needs of its e ntire com m unity, consistent w ith its
safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Banking offices
in operation
Before

N ew BayBank Middlesex (in organization)
B urlington, M assachusetts
(change title to BayBank M iddlesex)

After

to merge w ith

BayBank Middlesex
B urlington, M assachusetts
and
BayBank W inchester Trust Com pany
W inchester, M assachusetts

1,129,661

29,233

Sum m ary report by the Attorney General, April 1 7 , 1981
The proposed m erger is part of a plan throu gh w h ich the BayBank M iddlesex
w ould become a subsidiary of BayBanks, Inc., a bank holding company. The
in sta n ttra n s a c tio n w ould m erely com bine an existing bank w ith a non-operating
in s titu tio n ; as such, and w ith o u t regard to th e acquisition of the surviving bank
by the BayBanks, Inc., it w o u ld have no effect on com petition.
Basis for Corporation Approval, August 4 , 1981
P ursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit
Insurance Act, applications have been file d fo r federal deposit insurance on
behalf of New BayBank M iddlesex, B urlington, M assachusetts ("N e w Bank"), a
proposed new bank in organization, and fo r consent to its m erger w ith BayBank
M iddlesex, B urlington, M assachusetts (total resources as of December 3 1 ,1 9 8 0
$1,129,661,000), and BayBank W inchester Trust Company, W inchester, M as
sachusetts (total resources as of December 31, 1980 of $29,233,000), both
insured state nonm em ber banks, under th e cha rter of New Bank and w ith the
title of BayBank M iddlesex, fo r consent to establish 71 fu ll-se rvice branches and
th re e rem ote service fa c ilitie s , and fo r consent to exercise fu ll tru s t powers. The
m ain office of the re su lta n t bank w ill be the present main office location of
BayBank M iddlesex.
Form ation of N ew Bank and the tran sactio n are being effected solely to enable
BayBanks, Inc., Boston, M assachusetts, a bank holding com pany w h ich controls
BayBank M iddlesex and BayBank W inchester Trust Company, to consolidate
some of its operations. New Bank w ill not operate as a com m ercial bank prior to
the proposed transaction. Follow ing its consum m ation, New Bank w ill operate
the same banking business at the existing locations of the operating banks. The
proposal, perse, w ill not alter the com petitive structure of com m ercial banking in
the m arket served by the operating banks or change the services w h ich the
operating banks have provided in the past. A ll factors required to be considered
p ertinent to each application have been favorably resolved.
A review of available in form a tio n , including the C om m unity Reinvestm ent Act
S tatem ents of BayBank M iddlesex and BayBank W inchester Trust Company,
discloses no inconsistencies w ith the purposes of the Act. The resultant in s titu
tion is expected to continue to meet the credit needs of its entire com m unity,
consistent w ith the safe and sound operation of the in stitu tio n .

Resources
(in thousands
of dollars)

Farmers First Bank
Lititz, Pennsylvania

Banking offices
in operation
Before

A fter

255,812

55,100

to merge w ith

Elizabethtown Trust Company
Elizabethtow n, Pennsylvania

Sum m ary report by Attorney General, June 1 2 , 1981
We have review ed th is proposed tra nsa ctio n and conclude th a t it w o u ld not
have a substantial com petitive effect.
Basis for Corporation Approval, August 3 1 , 1981
Farmers First Bank, Lititz, Pennsylvania, an insured state nonm em ber bank
w ith total resources of $255,81 2,000 and total IPC deposits of $210,784,000,
has applied, p ursu a nt to Section 18(c) and other provisions of the Federal
Deposit Insurance Act, fo r the C orporation's prior consent to merge, under its
charter and title , w ith Elizabethtow n Trust Company, Elizabethtown, Pennsylva
nia, w h ich has total resources of $ 5 5 ,1 0 0 ,0 0 0 and total IPC deposits of
$46,293,000. Consent is also sought to establish the three existing offices of
Elizabethtow n Trust Company as branches of the resultant bank.
Com petition
Farmers First Bank operates 14 offices in the central and northern portions of
Lancaster County (1 980 population 361,998) w h ic h is in the south-central part
of the state. The bank, based in the borough of Lititz (1980 population 7,577),
operates the bulk of its offices in the v ic in ity of Lancaster (1980 population
54,632), in the central portion of the county, and in the a g ricu ltu ra lly oriented
co m m u n itie s in the v ic in ity of Ephrata in the n o rth -ce n tra l part of the county.
Elizabethtow n Trust Company operates all of its offices in the vicin ity of the
com m unity of E lizabethtow n (1980 population 8,242) w h ich is located in the
extrem e northw e ste rn portion of Lancaster County.
Elizabethtow n Trust Company serves a relatively localized area adjacent to the
Dauphin County boundary approxim ately 17 road m iles southeast of the city of
Harrisburg (1980 population 53,113). It is recognized th a t the ethnic character
and som ew hat unique historic tra d itio n s of many of the area's residents c o n trib
ute to a co m m u nity-o rie nte d society w h ich is less m obile than in other geogra
phic areas. E lizabethtow n's location in a densely populated corridor, approxi
m ately equidista nt from the relatively large cities of Harrisburg and Lancaster,
however, indicates th a t these cities do provide a reasonable alternate source of
retail services and com m ercial banking choices fo r local residents. The relevant
m arket in w h ic h to assess the com petitive im pact of the proposed transaction is,
therefore, approxim ated by the area w ith in a corridor run n in g from the city of
Harrisburg in the north, southeast to the city of Lancaster. This market, encom
passing portions of Dauphin, Lancaster and Lebanon Counties, contains a 1980
population estim ated at more than 250,000.
In th is relevant m arket, a total of 13 com m ercial banks operate 87 offices and
aggregately hold deposits in excess of $1.7 billion. Several of the state's largest

com m ercial banks are represented in the m arket, and fo u r relatively large banks
based in th e cities of H arrisburg and Lancaster aggregately control more than 80
percent of the m arket's IPC deposit base. Farm ers First Bank, w h ich operates six
offices in th is m arket, holds a modest 4.9 percent share of these IPC deposits and
ranks as the m arket's fo u rth largest bank by such a measure. The proposed
acquisition of Elizabethtow n Trust Company's 2.8 percent m arket share w ould
not affect th is ranking. The m erger w o u ld not have any adverse im pact upon the
stru ctu re of com m ercial banking in the m arket, nor w o u ld it have any m aterial
effect upon the level of conce ntratio n of banking resources in any relevant area.
The actual volum e of direct com petition betw een the tw o banks at th is tim e is
modest, and the proposed transaction is view ed as having no sig n ifica n t effect
upon existing com petition. Pennsylvania statutes w ould perm it additional de
novo branch expansion by e ith e r of the proponents, however, in th is heavilybanked market, the potential fo r a substantial increase in the level of com petition
betw een the tw o banks w o u ld appear lim ited. The loss of some existing and
potential com petition, as a direct consequence of consum m ation of the proposed
merger, w ould not have any sig n ifica n t adverse com petitive effect.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of both Farmers First Bank and Eliza
b e thtow n Trust Company are regarded as satisfactory, and the re sultant bank
w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The re s u lta n t bank w ill be able to offer a broader range of com m ercial banking
services than presently available at offices of Elizabethtow n Trust Company. The
transaction w o u ld have little effect upon the level and pricing of com m ercial
banking services in the Elizabethtow n area, however, considerations relating to
the convenience and needs of the com m unity to be served are consistent w ith
approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is anticipated to co ntin ue to m eet th e credit needs of
its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Bank of D ow ney
Downey, C alifornia
(change title to S outhern C alifornia Bank)
to merge with
National Bank of W hittier
W hittie r, C alifornia

Banking offices
in operation
Before

70,282

82,978

After

Sum m ary report by Attorney General, August 2 8 , 1981
W e have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.

Basis for Corporation Approval, August 3 1 , 1981
Bank of Downey, Downey, C alifornia, an insured state nonm em ber bank w ith
to ta l resources of $ 7 0 ,2 8 2 ,0 0 0 and total IPC deposits of $ 5 7 ,4 7 3 ,0 0 0 has
applied, pu rsu an t to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter,
w ith N ational Bank of W h ittie r, W h ittie r, C alifornia ("N ational Bank"), w ith total
resources of $ 8 2 ,9 7 8 ,0 0 0 and total IPC deposits of $ 70,25 5,000. Incident to the
transaction, the six offices of N ational Bank w o u ld be established as branches of
the re sultan t bank w h ich w ould be title d "S o u th e rn California B ank."
Com petition
Bank of Downey, headquartered in the city of Downey, operates six offices;
fo u r in southern Los A ngeles County, and tw o in northern Orange County.
National Bank, w h ic h is based in W h ittie r, operates its main office and three
branches in southern Los A ngeles county and tw o other branches in northern
Orange County. Los Angeles and Orange Counties are adjacent, located in
southern C alifornia along the Pacific Coast.
Both proponents have offices in close proxim ity to one another, and m ust be
regarded as being in direct com petition. The actual volum e of such existing
com petition, how ever, is modest and there are num erous intervening offices of
other banks, inclu din g some of the s tate 's largest. The loss of some existing
com petition, as a consequence of the proposed transaction, is not considered
significant.
In Los A ngeles County, 90 banks operating 1,184 offices, control total IPC
deposits of more than $37.8 b illion . Of these deposits Bank of Downey and
N ational Bank each hold a m arket share of 0.1 percent. In Orange County, 63
banks operating 387 offices control to ta l IPC deposits of $6.6 billion. Of these
deposits Bank of Downey and N ational Bank hold m arket shares of 0.1 and 0.2
percent, respectively. The state's five largest banks dom inate the Los Angeles
County banking m arket c o n tro llin g an aggregate share of the IPC deposits
exceeding 72 percent, and in th e Orange County banking m arket exceeding 64
percent. A cquisition of National Bank by Bank of Downey w ould have no m aterial
im pact on the stru ctu re of com m ercial banking in e ith e r area or upon the level of
concentration of banking resources in any relevant area.
C alifornia statutes perm it statew ide m erger and de novo branching activity.
The proposed m erger w ould th erefore e lim in ate some potential fo r increased
levels of com petition to develop betw een Bank of Downey and National Bank by
such expansion efforts. In lig h t of the m odest deposit shares presently held by
the proponents, and considering the num ber of actual and potential com petitors
in these areas, th e loss of such potentia l com petition w ould have little adverse
impact.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Bank of Dow ney and National Bank have satisfactory financial and managerial
resources, and the re sulta nt bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of th e proposed tra nsa ctio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. Considerations relating to the convenience and needs of the com m unity
to be served are, however, consistent w ith approval of the application.

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72
Federal Reserve Bank of St. Louis

A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e n tire co m m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Branch Banking and Trust Company
W ilson, North Carolina

Banking offices
in operation
Before

713,336

303,617

After

120

to merge w ith

Independence National Bank
Gastonia, North Carolina

Sum m ary report by Attorney General, June 1 2 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, August 3 1 , 1981
Branch Banking and Trust Company, W ilson, North Carolina ("B ranch Bank
ing"), an insured state nonm em ber bank w ith total resources of $713,336,000,
and total IPC deposits of $566,3 83,000, has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, fo r the Corporation's
consent to merge, under its charter and title , w ith Independence National Bank,
Gastonia, North Carolina, w ith total resources of $303 ,6 1 7 ,0 0 0 and total IPC
deposits of $ 235,800,000. Incident to the proposed transaction, the 29 offices of
Independence N ational Bank w ould be established as branches of the resultant
bank w h ich w ould operate a total of 120 full-se rvice offices and one facility.
Com petition
Branch Banking operates 91 fu ll service offices and one fa c ility in 20 North
Carolina counties. Its m ain office, fa c ility and 76 branches are located in 16
counties in the eastern half of the state, and the rem aining 14 branches are
located in fo u r counties in w e st-ce ntral North Carolina. Independence National
Bank operates 29 offices in three counties in w estern North C arolina along the
South C arolina border. The m ajority of Independence National Bank's offices are
located in its home office county of Gaston.
There is presently no substantial com petition existing betw een Branch Bank
ing and Independence National Bank. Their closest offices - Independence
National Bank's M ount Holly Branch in eastern Gaston County, and one of
Branch B anking's fo u r branches in Charlotte, are approxim ately 20 m iles apart.
Branch Banking is not represented in Independence National Bank's relevant
m arket area, and althoug h there is a s lig h t overlapping of trade areas betw een
the city of C harlotte in M ecklenburg County and the city of Gastonia in Gaston
County, the volum e of such direct, existing com petition, is modest. Branch
Banking is not a sig n ifica n t factor in the C harlotte banking environm ent. The
state's three largest banks control over 84 percent of M ecklenburg County's total
com m ercial bank deposits. Therefore, consum m ation of the proposed transac
tio n w ould have no m ajor im pact upon existing com petition betw een the
proponents.
North Carolina statutes a llo w statew ide branching, therefore, Branch Banking

and Independence National Bank could branch de novo into areas served by the
other. Banking in the state is dom inated by five banks w h ich holdove r 65 percent
of the state's to ta l com m ercial bank deposits of approxim ately $18 billion.
A cquisition of Independence National Bank w ould only add 1.4 percent to
Branch Banking's share of such deposits. Therefore, the loss of th is potential for
fu tu re com petition to increase betw een the proponents through de novo branch
ing is not regarded as s ig n ific a n t and the proposed transaction w ould not have
an adverse effect on the level of co ncentration or on the stru ctu re of com m ercial
banking in the m arket or in the state.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
Branch Banking and Independence N ational Bank have satisfactory fin a n cia l
and m anagerial resources, and the resulta nt bank is anticipated to have favor
able fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed transaction w ill have little effect on the level and pricing of
com m ercial banking services in the areas served by the proponents. Considera
tio n s relating to the convenience and needs of the com m unity to be served are,
however, consistent w ith approval of the application.
A review of available info rm a tion , including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
th e Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institu tio n .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

City and County Savings Bank
Albany, New York
(change title to Home and City Savings Bank)

Banking offices
in operation
Before

342,792

341,027

After

to merge w ith

Home Savings Bank of Upstate N ew York
Albany, New York

Sum m ary report by Attorney General, July 2, 19 81
We have review ed th is proposed transaction and conclude th a t it w o u ld not
have a substantial com petitive effect.
Basis for Corporation Approval, Septem ber 8, 1981
City and County Savings Bank, Albany, New York ("C ity Bank"), an insured
m utual savings bank w ith total resources of $3 42 ,7 9 2 ,0 0 0 and total deposits of
$320,0 14,00 0, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance A ct, fo r the C orporation's prior consent to merge w ith
Home Savings Bank of Upstate New York, Albany, New York ("H om e Bank"), an
insured m utual savings bank w ith total resources of $ 3 4 1 ,0 2 7 ,0 0 0 and total
deposits of $320,6 6 5,00 0 . The transaction w ould be effected under the charter
of City Bank and w ith th e title of Home and City Savings Bank. Incident to the

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74
Federal Reserve Bank of St. Louis

transaction the ten offices of Home Bank w ould be established as branches of
the resulta nt bank.
Com petition
City Bank operates its m ain office and tw o branches in the city of Albany, one
branch in Elsmere (a suburb of Albany), and tw o branches in the city of Schenec
tady (approxim ately 13 m iles n o rth w e st of do w n to w n Albany). Home Bank
operates its m ain office and one branch in the city of Albany, tw o branches in the
suburbs of A lbany, and one branch each in the city of Troy and to w n of East
G reenbush (both located d irectly east of Albany). Home Bank also operates four
offices tha t are not in the A lbany market. Two of these are located north of
A lbany in W ashington County (tow ns of Fort Edward and G reenw ich), one is
located north of Albany in Renesselaer County (village of Hoosick Falls), and the
other is located south of A lbany in Columbia County (city of Hudson).
The effects of the proposed transaction w ill be most im m ediate and direct in
the A lban y m arket, w h ic h consists of all or part of A lbany County, Renesselaer
County, Saratoga County, and Schenectady County. A ll of City Bank's offices and
all but fo u r of Home Bank's offices are located in the market. The area is served
by 62 offices of 14 th rift in s titu tio n s , includ in g five offices of the state's second
largest th rift in s titu tio n . In term s of total area th rift deposits, City Bank is the
m arket's fo u rth largest th rift in s titu tio n , w ith control of 8.5 percent of such
deposits, and Home Bank is th e fifth largest, w ith 6.9 percent. The re sultant
in s titu tio n w ould be elevated to the th ird position. This loss of existing, as w e ll as
potential, com petition is m itigated by the num ber of alternative th rift in stitu tio n s
operating in the area. The proposed tra nsa ctio n w ould, therefore, not have a
substantial com petitive effect.
Based on the foregoing, the Board of D irectors is of the opinion th a t the
proposed m erger w o u ld not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly or in any other m anner be in restraint of
trade.
Financial and Managerial Resources; Future Prospects
The proponents have set fo rth a d e fin itiv e analysis of the projected econom ies
of scale and other operating efficiencies w h ich may be realized through th e ir
com bined operation. These savings w ill flo w from e lim in a tio n or reduction of
various expenses, such as advertising, bank occupancy expense, audits and
exam inations, and salaries, fees and benefits. O ther considerations relating to
the proponents' fin a n cia l and m anagerial resources have been satisfactorily
resolved, and the re su lta n t in s titu tio n is anticipated to have more favorable
fu tu re prospects than those of the tw o in s titu tio n s operating separately.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tran sactio n w ill have little effect on the level
and pricing of banking services in the area served by the proponents. Considera
tio n s relating to convenience and needs of the com m unity to be served are
consistent w ith approval of the application.
A review of available in form atio n, including the C om m unity R einvestm ent Act
Statem ents of th e proponents, disclosed no inconsistencies w ith the purposes
of the Act. The re s u lta n t in s titu tio n is expected to con tin u e to meet the credit
needs of its e ntire com m unity, consistent w ith its safe and sound operation.
Because these applicants in th is p a rticu lar proposal w ere able to dem onstrate
th a t th e ir m erger w ould re su lt in clear econom ic advantages to the re sultant
in s titu tio n , the Board of D irectors is persuaded th a t approval of the application is
w arranted.

Resources
(in thousands
of dollars)

Bank of M antee
M antee, M ississippi

Banking offices
in operation
Before

16,323

13,829

A fter

to merge w ith

People's Bank and Trust
Olive Branch, M ississippi

Sum m ary report by A ttorney General, June 5, 1981
W e have review ed the proposed tra nsa ction and conclude th a t it w ould have
no effect on com petition.
Basis for Corporation Approval, Septem ber 15, 1981
Bank of M antee, M antee, M ississippi, an insured state nonm em ber bank w ith
total resources of $ 1 6 ,3 2 3 ,0 0 0 and total IPC deposits of $12,531,000, has
applied, p ursu a nt to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter
and title , w ith People's Bank and Trust ("People's"), Olive Branch, M ississippi,
an insured state nonm em ber bank w ith total resources of $ 1 3 ,8 2 9 ,0 0 0 and total
IPC deposits of $11 ,80 9 ,00 0. Incident to the transaction, the sole office of
People's w o u ld be established as a branch of the re sultant bank, w h ich w ould
then operate three offices.
Com petition
Bank of M antee operates tw o offices in northeastern M ississippi. Its main
office is located in the village of M antee in the n o rtheastern corner of W ebster
County, and its branch is located in the city of S tarkville in Oktibbeha County,
some 30 road m iles s outheast of M antee. People's operates its sole office in the
village of Olive Branch in northeastern De Soto County. De Soto County is
adjacent to the city of M em phis, Tennessee, in the extrem e northw est corner of
M ississippi.
The relevant m arket in w h ic h to assess the com petitive im pact of the proposed
tra nsaction is regarded as De Soto County, the city of Byhalia in M arshall County
to th e east, and th e city of M em phis in Tennessee to the north. In the m arket, 16
banks w ith 132 offices held total IPC deposits of $2,467,417,000. Of such
deposits. People's held the 13th largest share - 0.4 percent. Bank of M antee,
located nearly 100 m iles from Olive Branch, is not represented in the relevant
m arket and w o u ld m erely succeed to People's share. It therefore appears th a t no
s ig n ific a n t existing com petition w ould be elim in ated by the proposed tra n s
action.
M ississippi statutes p erm it branch banks w ith in a 10 0 -m ile radius of a bank's
home office, subject to certain capitalization requirem ents and home office
protection provisions. Therefore, Bank of M antee and People's could legally
branch de novo in to some of the areas served by the other. However, due to the
relatively sm all size of both proponents, the loss of th is lim ited potential for
com petition to increase in the fu tu re through de novo branching is not con
sidered to be of significance.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Bank of M antee and People's have satisfactory fin a n cia l and m anagerial

resources, and the re sulta nt bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed tran sactio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. C onsiderations relating to the convenience and needs of the com m unity
to be served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity R einvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to m eet the credit needs of its
en tire com m unity, consistent w ith the safe and sound operation of the
institution.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

Gatew ay Western Bank
(in organization)
Banning, C alifornia

Before

1,360

—

3,500*

After

to acquire the assets and assume the deposit
liabilities of

Banning Branch of First Trust Bank
O ntario, C alifornia
•Approximate deposits to be transferred by
First Trust Bank. Assets not reported by office.

Sum m ary report by Attorney General, August 14, 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Septem ber 15, 1981
P ursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit
Insurance Act, applications have been file d fo r federal deposit insurance on
behalf of G atew ay W estern Bank, Banning, C alifornia, a proposed new bank in
organization w ith beginning net capital funds of $ 1,360,000, and fo r consent for
it to acquire the assets of and assum e the lia b ility to pay deposits made in the
Banning branch of First Trust Bank, O ntario, C alifornia. The deposits involved
are approxim ately $3,500,000.
Banning lies about 85 m iles east of Los Angeles and is centrally located in both
Riverside County and the San G orgonio Pass area. The prim ary service area
extends approxim ately 5 m iles in all directions from the proposed location. This
area includes both the citie s of B anning and Beaum ont. The secondary service
area includes the co m m u nitie s of Cherry Valley, Cabazon, Calimesa, Oak Glen,
Yucaipa, W est Palm Springs V illage and M oreno. The secondary trade area
extends the radius from the proposed site to about 15 m iles in each direction. In
general, th is area is bounded by relatively unoccupied areas on three sides and
by M oreno Beach Road on the west.
The outlook fo r econom ic and population expansion in the area is favorable.
The prim ary trade area is reasonably diversified in residential, com m ercial and
in d u stria l developm ent. A t present, the San G orgonio Pass area is enjoying

steady developm ent due to its location and its re latively lo w cost of living in
com parison to the Los A ngeles M e tropolitan Area on the w est and Palm Springs
on the east.
No form al protests have been filed in connection w ith th is application. A
review of the proposed bank's C om m unity R einvestm ent A ct Statem ent in d i
cates no apparent inconsistencies w ith the purposes of that Act. This new ly
organized, lo cally-ow ned bank should provide the area's businesses and re si
dents w ith a convenient and alternate banking choice, and its acquisition of a
sm all existing banking office w o u ld not have any s ig n ifica n t effect on com peti
tion in any relevant area.
Investm ent in fixed assets is reasonable; capital is considered adequate in
relation to projected deposit volum e; m anagem ent is considered acceptable and
s u ffic ie n t business is projected to assure a profitable operation w ith in a reason
able period.
On the basis of th e foregoing in fo rm atio n, the Board of D irectors has con
cluded th a t approval of the applications is w arranted.

Resources
(in thousands
of dollars)

First-Citizens Bank and Trust Com pany of
South Carolina
Columbia, South Carolina

Banking offices
in operation
Before

A fter

322,27 0

2,722*

to purchase the assets and assume the deposit
liabilities of

Irby Street Branch
First National Bank of South Carolina
Columbia, South Carolina
‘ Total IPC deposits of office to be transferred
by First National Bank of South Carolina. Assets not
reported by office.

Sum m ary report by Attorney General, July 2, 1981
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive impact.
Basis for Corporation Approval, Septem ber 2 1 , 1981
First-C itizens Bank and Trust Company of South Carolina, Columbia, South
Carolina (“ First-C itizens"), an insured state nonm em ber bank w ith total resour
ces of $ 3 2 2 ,2 7 0 ,0 0 0 and total IPC deposits of $268,0 80,000, has applied,
pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance
Act, for the C orporation's prior consent to purchase certain assets of and assume
the lia b ility to pay certain deposits made in the Irby Street Branch, Florence,
South C arolina, of First N ational Bank of South Carolina, Colum bia, South
Carolina ("F irs t N atio n al"), w h ic h has total resources of $ 9 2 8 ,3 9 5 ,0 0 0 and total
IPC deposits of $660,6 19 ,00 0. Incident to th is transaction, the Irby Street
Branch, located at 605 South Irby Street, Florence, South Carolina, w ith total IPC
deposits of $ 2 ,7 2 2 ,0 0 0 at June 30, 1980, w ould be established as a branch of
First-Citizens.
Competition
First-C itizens, headquartered in Colum bia, operates 51 offices in 16 South
Carolina counties. First N ational, headquartered in Colum bia, operates 80 fu ll
78

service offices and eight fa c ilitie s in 20 counties in the state. Inasm uch as
First-C itizens is not represented in the Florence area, its closest office being
some 36 road m iles east in Nichols, consum m ation of the proposed transaction
w ould not e lim in ate any sig n ifica n t existing or potential com petition between
the proponents.
In lig h t of th e m inim a l volum e of banking business involved, the proposed
transaction w ould have no m aterial im pact upon the level of concentration of
banking resources in any relevant area. Indeed, the transaction is ta n ta m o u n t to
de novo expansion by First-Citizens.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
satisfactory fo r the purposes of the proposed transaction, and fu tu re prospects
appear favorable.
Convenience and Needs of the C om m unity to be Served
The proposed tra nsa ctio n w ill not affect the num ber of banking offices serving
the city of Florence, nor is it expected to have any m aterial im pact upon the level
or pricing of banking services. C onsiderations of convenience and needs of the
com m unity to be served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity R einvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to co ntin ue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institution .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Sun Bank of Jacksonville
Jacksonville, Florida

Banking offices
in operation
Before

48,440

9,166

A fter

to merge w ith

Beach Guaranty Bank
Jacksonville Beach, Florida

Sum m ary report by Attorney General, no report received
Basis for Corporation Approval, Septem ber 2 8 , 1981
Sun Bank of Jacksonville, Jacksonville, Florida ("A p p lica n t"), an insured state
nonm em ber bank w ith total resources of $ 4 8 ,4 4 0,000 and total IPC deposits of
$38,74 3,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge,
under its charter and title , w ith Beach G uaranty Bank, Jacksonville Beach,
Florida ("B each"), an insured state nonm em ber bank w ith total resources of
$9,166 ,000 , and total IPC deposits of $7,894 ,000. Incident to the transaction,
the sole office of Beach w o u ld be established as a branch of the re sultant bank,
w hich w ould then operate five offices.
Com petition
Sun Bank of Jacksonville operates its m ain office and one branch near the
d o for to w n Jacksonville area and tw o branches in the southern part of the city of
Digitized w nFRASER

Jacksonville. Beach operates its sole office in Jacksonville Beach, w h ich is
located in the eastern part of Duval County along the A tla n tic Coast, approxi
m ately tw e n ty m iles east of d o w n to w n Jacksonville and eighteen m iles east of
A pplicant's nearest office.
The relevant m arket in w h ic h to assess the com petitive im pact of the proposed
tra nsactio n is regarded as the Jacksonville Beach and Neptune Beach portions
of Duval County, and the Ponte Vedre area in adjacent St. Johns County, all of
w h ich are situated on a peninsula and separated from Jacksonville proper by the
Intracoastal W aterw ay. In the market, fo u r banks w ith five offices held June 30,
1980 total IPC deposits of $7 9,46 6,00 0 . Beach held the th ird largest share of
these deposits - 10.0 percent. Two other banks have opened three more offices
in the m arket since Jun e 30, 1980, how ever, and it appears likely th a t Beach's
m arket share has now been d ilu te d b elow the 10.0 percent it had as of June 30,
1 980. Sun Bank of Jacksonville is not represented in the relevant m arket and
w ould m erely succeed to Beach's share. No s ig n ifica n t existing com petition
w ould be e lim in ate d by the proposed transaction, nor w ould there be any s ig n ifi
cant im pact upon the structure of com m ercial banking in the relevant market.
Florida statutes pe rm it countyw ide branching and Sun Bank of Jacksonville
and Beach could legally branch de novo into some of the areas served by the
other. Based on the June 30, 1980 deposit totals, the proposal w ould represent a
m erger of the te n th and eighteenth largest of tw e n ty banks serving Duval
County, and the re su lta n t bank w ou ld continue to rank te n th in size. Due to the
re latively sm all size of both proponents and considering the num erous alternate
sources of com m ercial banking services available in the area, the loss of this
lim ited potentia l fo r com petition to increase in the fu tu re through de novo
branching is not considered significant.
Sun Bank of Jacksonville is a subsidiary of Sun Banks of Florida, Inc. ("S un
Banks"), w h ic h as of December 3 1 ,1 9 8 0 had total consolidated assets of $3.3
b illio n and ranked as the th ird largest com m ercial bank holding company in
Florida. The addition of Beach's deposits to the Sun Banks' existing deposit base
w o u ld have no m aterial e ffect on the level of concentration of banking resources
in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Sun Bank of Jacksonville and Beach have satisfactory fin a n cia l and m anage
rial resources, and the re su lta n t bank is anticipated to have favorable fu tu re
prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsa ction w ill have little effect on the level
and pricing of com m ercial banking services in the area served by the proponents.
C onsiderations relating to the convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e ntire com m unity, consistent w ith the safe and sound operation of the
institution.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.

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80
Federal Reserve Bank of St. Louis

Resources
(in thousands
of dollars)

Heritage Bank-North
M onroe Tow nship (P.O. Jam esburg), New Jersey

Banking offices
in operation
Before

A fter

540,268

42,035

to purchase the assets and assume the deposit
liabilities of

State Bank of Raritan Valley
Raritan, New Jersey

Sum m ary report by Attorney General, October 2, 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
s ig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Septem ber 2 8 , 1981
Heritage B ank-N orth, M onroe T ow nship (P.O. Jam esburg), New Jersey ("H e r
itage"), an insured state nonm em ber bank w ith total resources of $540,2 68,000
and total IPC deposits of $ 406,445,000, has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, fo r the Corporation's
prior consent to purchase the assets of and assum e the lia b ility to pay deposits
made in State Bank of Raritan Valley, Raritan, New Jersey ("S tate Bank"), a state
m em ber bank w ith total resources of $ 4 2 ,0 3 5 ,0 0 0 and total IPC deposits of
$29,96 4,0 00 , and fo r consent to establish the three offices of State Bank as
branches of Heritage, w h ic h w ould then operate a total of 34 offices.
Competition
Heritage is headquartered in M iddlesex County w h ere it operates a total o fte n
offices. Heritage also operates branches in M orris County (19 branches) and
M ercer County (tw o branches), all of w h ich are in central and northern New
Jersey. Heritage is a subsidiary of Heritage Bancorporation, Cherry Hill, New
Jersey, a bank holding com pany w h ic h controls one other com m ercial bank w ith
offices in the southern half of N ew Jersey. Heritage Bancorporation has received
approval from the Board of Governors of the Federal Reserve System to acquire
an additional bank w h ich operates in Salem County in southern New Jersey.
State Bank operates three offices. Its main office and one branch are located in
central Som erset County, and the other branch is located in the northeastern
portion of adjacent H unterdon County. H unterdon and Som erset Counties are
located in the northern part of the state.
The relevant m arket in w h ic h to assess the com petitive im pact of the proposed
transaction is regarded as the area w ith in approxim ately five - eight road m iles of
State Bank's offices. This m arket is com prised of central Som erset County and
the adjacent portion of northeastern Hunterdon County. In the relevant market,
11 banks w ith 31 offices at June 30, 1980 held total IPC deposits of
$440,3 29,00 0. Of these deposits. State Bank had the fo u rth largest share - 6.9
percent. Heritage is not represented in the relevant m arket, and its closest office
is approxim ately 14 road m iles north of State Bank's W hitehouse Branch located
in H unterdon County. Further, there is no office of any Heritage a ffilia te closer to
State Bank. There are offices of other banks in the intervening area, and th e re
fore, it appears th a t th ere is no sig n ific a n t existing com petition betw een the tw o
banks that w ould be elim inated by the proposed transaction.
New Jersey statutes p erm it statew ide de novo branching, and therefore, each
of the proponents could branch into the areas served by the other. It is unlikely
th a t Heritage w ould consider de novo entry into the Raritan area due to the

presence of num erous offices of other banks already com peting there, and it is
doubtful th a t State Bank w ould consider de novo expansion in the near future.
Therefore, consum m ation of the proposed transaction w o u ld not elim in a te any
s ig n ifica n t potential fo r com petition to develop between the proponents in the
future.
Heritage Bancorporation, at December 31, 1980, controlled 4.1 percent of
New Jersey's total com m ercial bank deposits. H eritage's acquisition of State
Bank, w h ic h controlled only a 0.1 percent share of such funds, w ould have no
m aterial im pact upon the level of concentratio n of com m ercial banking resour
ces in the state, or in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a ncial and m anagerial resources of Heritage are adequate fo r the
purposes of the proposal, and the re su lta n t bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of th e proposed tran sactio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. C onsiderations relating to the convenience and needs of the com m unity
to be served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e ntire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
B ased on th e fo reg o in g , th e Board of D irectors has concluded th a t approval of
th e ap p licatio n is w a rra n te d .
Resources
(in thousands
of dollars)

The Firestone Bank
Akron, Ohio

4 09,103

Banking offices
in operation
Before

A fter

to merge w ith

Firestone Bancorp, Inc.
Akron, Ohio

39,898

---

Sum m ary report by Attorney General, August 7, 1981
The proposed m erger is part of a plan through w h ich the Firestone Bank w ould
become a subsidiary of th e Banc One Corporation, a bank holding company. The
in sta n ttra n s a c tio n w ould m erely com bine an existing bank w ith a non-operating
in s titu tio n ; as such, and w ith o u t regard to the a cquisition of the surviving bank
by the Banc One Corporation, it w ould have no effect on com petition.
Basis for Corporation Approval, Septem ber 2 1 , 1981
Pursuant to Section 18(c) of the Federal Deposit Insurance Act, application has
been file d on behalf of The Firestone Bank, A kron, S um m it County, Ohio, an
insured state nonm em ber bank w ith total resources of $ 4 0 9 ,1 0 3 ,0 0 0 as of June
30, 1981, fo r consent to its m erger w ith Firestone Bancorp, Inc., A kron, S um m it
County, Ohio, a registered bank holding company.
Firestone Bancorp, Inc. ow ns all of th e outstanding shares of The Firestone

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82
Federal Reserve Bank of St. Louis

Bank and the proposed m erger of the holding com pany into the bank is to
fa c ilita te a proposed subsequent m erger of The Firestone Bank into Bank One of
M edina County, National A ssociation, W adsw orth, Ohio, a subsidiary of BancOne Corporation, Columbus, Ohio. The proposal w ill not alter the com petitive
stru ctu re of com m ercial banking in the m arket served by The Firestone Bank or
change the services w h ich The Firestone Bank has provided in the past. All
factors required to be considered have been favorably resolved.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ent of The Firestone Bank, discloses no inconsistencies w ith the p u r
poses of the Act. The re su lta n t in s titu tio n is expected to continue to meet the
credit needs of the e n tire com m unity, consistent w ith th e safe and sound
operation of the in stitu tio n .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Banking offices
in operation

Resources
(in thousands
of dollars)

M etropolitan Savings Bank
New York (Brooklyn), New York

Before

After

2,216,3 64

1,575,896

to merge with

Brooklyn Savings Bank
New York (Brooklyn), New York

Sum m ary report by A ttorney General, August 7 , 1981
W e have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, October 2, 1981
M etrop olita n Savings Bank, New York (Brooklyn), New York (“ M S B "), an
insured m utual savings bank w ith total resources of $2,21 6 ,3 6 4 ,0 0 0 and total
deposits of $2,03 3 ,67 4,0 00 , has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge, under its charter and title , w ith Brooklyn Savings Bank, New
York (Brooklyn), N ew York (“ BSB"), an insured m utual savings bank w ith total
resources of $ 1 ,5 7 5 ,8 9 6 ,0 0 0 and total deposits of $1,442 ,330,000, and to
establish the ten offices of BSB as branches of the resultant institution.
Com petition
MSB presently operates its m ain office, eight branches and tw o public
accom m odation offipes in Kings County (Brooklyn); three branches and one
public accom m odation office in New York County (M anhattan); four branches in
Nassau County; and, three branches each in Queens and Rockland Counties.
BSB operates its m ain office and fo u r branches in Kings County; three branches
in Nassau County; and, one branch each in New York and W estchester Counties.
The areas in w h ich the proponents operate, except fo r Nassau County, are a
part of the N ew Y ork-N ew Jersey SM S A w h ic h consists of the five boroughs of
New York City, as w e ll as Putnam, Rockland, and W estchester Counties in New
York State, and Bergen County in New Jersey. These areas all have close
econom ic ties, w ith sig n ifica n t com m utation among them fo r em ploym ent,
leisure. In addition, th rift in stitu tio n s, p a rticu la rly the large New
shopping and

York City-based th rifts , advertise th ro u g h o u t the area and there is intense
com petition in the region. The 1980 population of the New York State portion of
the New York-N ew Jersey S M S A w as 8,274,352, and th a t of Nassau County
w as 1,321,582. In th is area, 881 offices of 125 th rift in stitu tio n s controlled
deposits in excess of $68 billio n. Thus, the effect of th is proposal w ould be
in sig n ifica n t in th is area.
MSB and BSB have offices located w ith in close pro xim ity to one another in
Brooklyn. C om petition in th is densely populated area, however, is intense and
there are num erous th rift in s titu tio n offices. Consum m ation of the proposed
transactio n w o u ld not elim in a te any s ig n ifica n t am ount of existing com petition
between the proponents.
Under New York statutes m utual savings banks can branch de novo statew ide.
However, the intense com petition existing among the num erous large th rift
in s titu tio n s in the New York City area m inim izes the com petitive significance of
additional de novo branching activity.
Based on the foregoing, the Board of Directors is of the opinion th a t the
proposed m erger w ould not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly or in any other m anner be in restraint of
trade.
Financial and Managerial Resources; Future Prospects
The proponents have set fo rth a de fin itive analysis of the projected econom ies
of scale and other operating efficiencies w h ich may be realized through th e ir
com bined operation. These savings w ill flo w from elim in a tio n or reduction of
various expenses, such as advertising bank occupancy expense, audits and
exam inations, and salaries, fees and benefits. O ther considerations relating to
the propone nts' fin a n cia l and m anagerial resources, and fu tu re prospects have
been satisfactorily resolved.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed transaction w ill have little effect on the level or
pricing of banking services in th e areas served by the proponents. C onsidera
tio n s relating to convenience and needs of the com m unity to be served are
consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The resulta nt in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Northland State Bank (in organization)
Kalkaska, M ichigan

Banking offices
in operation
Before

3 ,000

3 1,000 *

to acquire assets and assume deposit
liabilities of

Tw o Kalkaska Branches of
The Cadillac State Bank
Cadillac, M ichigan
•Approximate deposits involved to be
tranferred by The Cadillac State Bank.
Assets not reported by office.

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84
Federal Reserve Bank of St. Louis

After

Sum m ary report by Attorney General, July 2, 1981
The proposed m erger is part of a plan th ro u g h w h ich the Cadillac State Bank
w ould become a subsidiary of N ational D etroit Corporation, a bank holding
com pany. The in sta nt m erger, how ever, w ould m erely com bine an existing bank
w ith a non-operating in s titu tio n ; as such, and w ith o u t regard to the acquisition
of the surviving bank by N ational D etroit Corporation, it w ould have no effect on
com petition.
Basis for Corporation Approval, October 13, 1981
P ursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit
Insurance Act, applications have been file d fo r federal deposit insurance on
behalf of N orthland State Bank, Kalkaska, M ichigan ("N e w B ank") a proposed
new bank in organization w ith beginning net capital funds of $3,000,000, and
fo r consent to acquire the assets of and assum e the lia b ility to pay deposits made
in the tw o Kalkaska branches of The Cadillac State Bank, Cadillac, M ichigan, and
to establish one branch. The deposits involved are approxim ately $31,000,000.
The m ain office of New Bank w ill be located at 301 South Cedar Street, and the
branch location w ill be 102 Raudman, Northland Plaza, Kalkaska, M ichigan.
New Bank is being organized by W est M ichigan Financial Corporation, Cadil
lac, M ichigan, a bank holding com pany co n tro llin g The Cadillac State Bank and
one other bank. W est M ichigan Financial Corporation is, in tu rn , controlled by
NBD Bancorp, Inc., D etroit - the state's largest bank holding company.
The transaction is essentially a re structu rin g of an existing subsidiary of the
holding com panies through the sp in -o ff of tw o branches of th a t subsidiary to
form a new subsidiary. The net re su lt of the tra nsaction w o u ld be to allow , at a
fu tu re date, fu rth e r de novo expansion under M ichigan statutes (w ith appro
priate regulatory approvals).
The proposal, per se, w ould have no effect on existing or potential com petition,
nor w ould it have any effect on banking stru ctu re or on the concentration of
banking resources in any relevant area.
No form al protests have been filed in connection w ith th is application. A
review of the proposed bank's C om m unity Reinvestm ent A ct Statem ent in d i
cates no apparent inconsistencies w ith the purposes of th a t Act.
Investm ent in fixed assets is reasonable; capital is considered adequate in
relation to projected deposit volum e, m anagem ent is considered acceptable and
s u ffic ie n t business is projected to assure a profitable operation w ith in a reason
able period.
On the basis of the foregoing, the Board of D irectors has concluded th a t
approval of the applications is w arranted.
Resources
(in thousands
of dollars)

The Savings Bank of N ew London
New London, Connecticut
(change title to New England Savings Bank)

Banking offices
in operation
Before

A fter

263,659

84,787

to consolidate w ith

Deep River Savings Bank
Deep River, C onnecticut

Sum m ary report by Attorney General, no report received
Basis for Corporation Approval, October 1 9 , 1981
DigitizedTheFRASER Bank of New London, N ew London, C onnecticut ("A p p lica n t"), an
for Savings
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85
Federal Reserve Bank of St. Louis

insured m utual savings bank w ith total resources of $ 2 6 3 ,6 5 9 ,0 0 0 and total
deposits of $ 2 3 6 ,0 5 7,00 0 , has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance A ct, fo r the C orporation's consent to
consolidate, under its charter, w ith Deep River Savings Bank, Deep River, Con
necticut ("O th e r Bank"), also an insured m utual savings bank, w h ich has total
resources of $ 8 4 ,7 8 7 ,0 0 0 and total deposits of $78,108,000. Consent is also
sought to establish the three existing offices and an approved but unopened
office of O ther Bank as branches of the resulta nt institu tio n , w h ich w ould be
title d "N e w England Savings B ank."
Com petition
A pplican t operates ten offices including three in New London, tw o in S tonington, and one each in East Lyme, M ontville , W aterford, Ledyard, and Plainfield.
W ith the exception of th e la tte r office, w h ich is located in W indham County, all
offices are in New London County in the coastal southeastern portion of Connec
ticu t. A pplicant has also received approval to establish another branch in New
London and one in W aterford. O ther Bank operates offices in Deep River and
C linton, both in M iddlesex County, and Old Lyme in New London County. It has
received approval to establish a branch in East Lyme.
The relevant m arket in w h ich to assess the com petitive im pact of the proposed
transaction is O ther Bank's m arket area, w h ich includes the tow ns of Chester,
C linton, Deep River, Essex, K illin g w o rth , Old Saybrook, and W estbrook, all in
M iddlesex County, and Lyme and Old Lyme in New London County. Presently
com peting w ith O ther Bank in th is m arket area are seven th rift in stitu tio n s w ith
a total of eleven offices. According to June 30, 1980 deposit data fo r savings
banksand M arch 3 1 ,1 9 8 0 deposit data fo r savings and loan associations. Other
Bank holds the largest percentage of th r ift in s titu tio n deposits in its m arket w ith
a 30.3 percent share.
A p p lica n t's m arket and th a t of O ther Bank do not overlap, but are contiguous
and abut in th e Lyme, East Lyme, and Old Lyme area. A p p lica n t's branch in East
Lyme and O ther Bank's branch in Old Lyme are eight m iles apart and represent
the closest offices of the tw o in s titu tio n s at th is tim e. No sig n ifica n t existing
com petition w o u ld be elim ina ted by the proposed consolidation, nor w o u ld it
have any m aterial adverse im pact upon the stru ctu re of th rift in s titu tio n banking
in the relevant market.
C onnecticut statutes perm it statew ide branch expansion, in the case of A p p li
cant and O ther Bank, in any to w n w ith o u t a savings bank home office, and
branching by m erger is also perm issible. Therefore, A pplicant and O ther Bank
could branch de novo into some of the areas now served by the other. The
presence of num erous offices of other th rift in stitu tions, including some of the
S tate's largest, indicates th a t active com petition is in place and fu rth e r expan
sion by large in s titu tio n s into the relevant area is probable. The proposed consol
idation w o u ld also open the to w n of Deep River to de novo branching by other
savings banks in the state. The loss of some potential fo r com petition to develop
betw een A pp lica nt and O ther Bank is regarded as having no sig n ifica n t effect in
th is com petitive environm ent.
A pplicant and O ther Bank rank as the eightee nth and forty-seventh largest
m utual savings banks in Connecticut, respectively, in volum e of deposits held.
The re su lta n t bank w o u ld rank as the te n th largest m utual savings bank in
deposit size in the state, holding only a 2.2 percent share of th rift in stitu tio n
deposits. The proposed consolidation is view ed as having no m aterial effect upon
the stru c tu re of th r ift in s titu tio n banking or upon the level of concentration of
financial resources in any relevant area.
The Board
of D irectors is of the opinion th a t the proposed transaction w ould
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6
Federal8Reserve Bank of St. Louis

not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
Both the Savings Bank of N ew London and Deep River Savings Bank have a
generally sound asset condition and are regarded as being satisfactorily m an
aged. A m aterial reduction in overhead expenses th rough com bined operation as
w e ll as certain tax advantages w ill be realized by the re sultant institu tio n . The
proposed consolidation is w e ll planned, and the re sultant in stitu tio n w ould
appear to be more favorably positioned to meet fu tu re challenges than w ould
either of the proponents operated independently.
Convenience and Needs of the C om m unity to be Served
Consum m ation of the proposed transaction w ould have little im pact upon the
level or pricing of fin a n c ia l services in the areas served by the proponents.
Considerations relating to the convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available in form a tion , including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, and because th is proposal has the potential to result in
a m aterial econom ic advantage to the re sulta nt m utual savings bank, the Board
of D irectors is persuaded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Peoples Westchester Savings Bank
Tarrytow n, New York

Banking offices
in operation
Before

A fter

849,426

174,396

88,622

to merge w ith

Peekskill Savings Bank
Peekskill, New York
and
The Greenburgh Savings Bank
Dobbs Ferry, New York

com m ence operations w ith the total of 25 fu ll-service offices, one public
accom m odation office, and one approved and unopened branch.
Com petition
The m ain office and 16 branches of Peoples, as w e ll as the m ain office and
three branches of G reenburgh and th e m ain office and three existing offices of
Peekskill are located in W estchester County. One branch of G reenburgh is
located in Dutchess County and the approved and unopened branch of Peekskill
is to be located in Putnam County. W estchester County is situated im m ediately
north of N ew York City and is part of the New York-N ew Jersey SM SA that
consists of the five boroughs of New York City, as w e ll as Putnam, Rockland, and
W estchester C ounties in New York, and Bergen County in New Jersey. These
areas all have close econom ic ties, w ith sig n ifica n t com m utation among them
fo r em ploym ent, shopping and leisure. In addition, th rift institu tio n s, p articularly
th e large New York City-based th rifts , advertise th ro u g h o u t the area and there is
intense com petition in the region. The 1980 population of the N ew York-N ew
Jersey SM S A w as 8 ,274,3 52, and th ere are 689 offices of 113 th r ift in s titu tio n s
w ith total deposits of $ 57 ,5 1 2 ,6 7 1 ,0 0 0 . The effect of th is proposal w ould be
insig n ifica n t in th is area.
The closest offices of the proponents are less than three m iles apart, but there
are num erous alternatives available in the vicinity. In W estchester County alone
there are 125 offices of 38 th rift in s titu tio n s and the com m utation patterns of the
area residents suggest th a t the th r ift in s titu tio n s outside th e county have a
substantial com petitive im pact w ith in the county. The com petition th a t w ould be
elim inate d by th is m erger is not considered to be substantial. Further, this
intense com petition existing in the area m inim izes th a t com petitive significance
of additional de novo branching activity.
Based on the foregoing, the Board of D irectors is of the opinion th a t the
proposed m erger w ould not, in any section of the country, substantially lessen
com petition, tend to create a m onopoly or in any other m anner be in restraint of
trade.
Financial and Managerial Resources; Future Prospects
The proponents have set fo rth a d e fin itiv e analysis of the projected econom ies
of scale and other operating efficie n cies w h ic h may be realized through th e ir
com bined operation. These savings w ill flo w from elim in a tio n or reduction of
various expenses, such as advertising, bank occupancy expense, audits and
exam inations, and salaries, fees and benefits. O ther considerations relating to
the proponents' fin a n c ia l and m anagerial resources have been satisfactorily
resolved, and the re su lta n t in s titu tio n is anticipated to have more favorable
fu tu re prospects than those of the three in stitu tio n s operating separately.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tran sa ctio n w ill have little effect on the level
and pricing of banking services in the area served by the proponents. C onsidera
tio n s relating to convenience and needs of the com m unity to be served are,
however, consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith its safe and sound operation.
Because these applicants in th is p a rticu la r proposal w ere able to dem onstrate
th a t th e ir m erger w o u ld re sult in clear econom ic advantages to the resultant
in s titu tio n , the Board of D irectors is persuaded th a t approval of the application is
w arranted.

Resources
(in thousands
of dollars)

N ew Bedford Institution for Savings
New Bedford, M assachusetts
to merge with
Old Stone Banking Com pany of
Bristol County
New Bedford, M assachusetts

Banking offices
in operation
Before

379,442

19,480

A fter

Sum m ary report by Attorney General, October 9 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould not be
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, October 2 6 , 1981
New Bedford In s titu tio n fo r Savings, New Bedford, M assachusetts ("Savings
Bank"), a n on-federally insured, state-chartered m utual savings bank w ith total
resources of $ 3 7 9 ,4 4 2 ,0 0 0 and total deposits of $ 3 4 0 ,1 83,000, has applied,
p ursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r federal deposit insurance, and fo r the C orporation's prior
consent to merge, under its ch arte r and title , w ith Old Stone Banking Company
of Bristol County, New Bedford, M assachusetts ("O th e r Bank"), an insured state
nonm em ber bank w h ich has total resources of $ 1 9 ,48 0,000 and total deposits of
$ 17,704,000. Consent is also sought to establish the three existing offices of
Other Bank as branches of the resulta nt m utual savings bank.
Competition
Savings Bank operates nine offices in a relevant m arket approxim ated by the
city of New Bedford (1980 population 98,478) and fo u r adjacent m unicipalities in
the coastal southeastern portion of Bristol County, approxim ately 55 road miles
south of Boston and 33 road m iles southeast of Providence, Rhode Island.
N ew Bedford is the largest com m ercial fish in g port on the A tla n tic Coast, and
the area is home to a variety of m anufacturin g and w holesale enterprises. The
econom y is presently regarded as stable, after several decades of decline fo llo w
ing the loss of the te xtile in d u stria l base. The prospects fo r increased tourism , as
a by-product of an extensive renovation program in the harbor and other historic
areas, is indicative of healthy fu tu re econom ic prospects.
O ther Bank operates a single office in the city of New Bedford, in close
p roxim ity to the m ain office of Savings Bank, and m ust be considered as offering
direct com petition fo r some fin an cia l services. O ther Bank's office, however, has
been operated since 1916 and has generated a lim ite d deposit base of only $6.3
m illion. The actual volum e of existing com petition betw een the proponents is
nom inal, and its loss w ould have little com petitive impact.
O ffices of O ther Bank are also located in the tow n of Seekonk (1980 population
12,269), w h ic h is located near the Rhode Island state line approxim ately 5 miles
east of the city of Providence (1 98 0 population 1 56,804), and in the in d u s tria l
ized city of Taunton (1980 population 45,001) w h ich is located in central Bristol
County approxim ately 20 road m iles n o rth w e st of New Bedford. These offices of
O ther Bank are regarded as com peting in separate markets to the w est and north
of the New Bedford relevant market.
Both Seekonk and Taunton m ust be regarded as potential areas fo r de novo
expansion by Savings Bank, th u s some potential fo r new com petition to develop
betw een the proponents w ould be elim inated. O ther Bank's Seekonk office (total

deposits of $5.9 m illio n ) and its Taunton office (total deposits of $5.5 m illion) are
re latively sm all, ine ffe ctive com petitors, and w ill serve as an attractive entry
vehicle by w h ich Savings Bank may expand beyond its present localized service
area. The potential fo r any m eaningfu l level of com petition to develop between
Savings Bank and O ther Bank is lim ited by state statutes w h ich restrict the
services w h ich may be offered by O ther Bank. The loss of such lim ited potential
w ould have no sig n ifica n t com petitive effect.
In the relevant m arket, three m utual savings banks, five com m ercial banks, a
savings and loan association, a co-operative bank, and tw o M assachusetts
banking com panies operate 48 offices and hold IPC deposits of ju s t under $1
billion. Savings Bank is the largest fin a n cia l in s titu tio n in southeastern M assa
chusetts, holding approxim ately 35 percent of th is local IPC deposit base. The
proposed acquisition, how ever, involves a rela tively nom inal volum e of deposits
and lim ited banking business and w ould not add sig nificantly to the local concen
tra tio n level. In th is instance, the proposed acquisition is view ed as having no
adverse e ffect upon the s tru ctu re of e ith e r com m ercial or th rift in s titu tio n bank
ing in the relevant m arket, nor w o u ld it have a m aterial im pact upon the level of
concentration of fin a n cia l resources in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
C onsiderations relating to the fin a n c ia l and m anagerial resources of both
proponents have been satisfacto rily resolved. The proposed acquisition w ill have
no adverse im pact upon the re su lta n t m utual savings bank w h ich appears to
have reasonable prospects for continued profitable operation.
Present and planned investm ent in fixed assets is considered reasonable, and
th e level of s urplu s fun d s is regarded to be adequate fo r purposes of granting
deposit insurance and to support the proposed acquisition. The re sultant in s titu
tion appears to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposal w ill have no m aterial im pact upon the level and pricing of
fin ancial services in the New Bedford area. It w ill, however, result in the replac
ing of three offices of a lim ited-service fin a ncial in stitu tio n w ith offices of a
re latively large m utual savings bank w h ic h may offer a su b stantia lly enhanced
level and variety of services. W h ile it is recognized th a t Other Bank's New
Bedford m ain office may be discontinued at some fu tu re date, considering the
num erous offices of other fin a n cia l in stitu tio n s located in the im m ediate area,
such a consequence w ould have little impact. C onsiderations of the convenience
and needs of the com m unity to be served are consistent w ith approval of the
applications.
A review of available in form ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re sulta nt in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the applications is w arranted.

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90
Federal Reserve Bank of St. Louis

Banking offices
in operation

Resources
(in thousands
of dollars)

M etropolitan Savings Bank
New York (Brooklyn), New York

Before

A fter

2 ,216,3 64

2,529,913

to merge w ith

The Greenwich Savings Bank
New York (M anhattan), New York

Approved under em ergency provisions, no report requested from Attorney
General.
Basis for Corporation Approval, Novem ber 4 , 1981
The M etro p olita n Savings Bank, New York (M anhattan), New York, an insured
m utual savings bank w ith total resources of $ 2,2 16 ,364,000, has applied, p u r
suant to Section 18(c) of the Federal Deposit Insurance Act, fo r the Corporation's
prior consent to m erge w ith The G reenw ich Savings Bank, New York (M anhat
tan), New York an insured m utual savings bank w ith total resources of
$ 2 ,5 2 9 ,9 1 3 ,0 0 0 . As an in cid en t to th e proposed m erger the 12 offices of The
G reenw ich Savings Bank w ould be established as branches of The M etropolitan
Savings Bank.
The Board of D irectors has determ ined th a t the Corporation m ust act im m e
diately in order to prevent the probable fa ilu re of The G reenw ich Savings Bank.
Based on th is fin d in g the proposed m erger is approved. Under Section 18(c)(6)
of the Federal Deposit Insurance Act, the transaction may be consum m ated
im m ediately.
Resources
(in thousands
of dollars)

Southeast Bank
Fort Lauderdale, Florida

Banking offices
in operation
Before

A fter

735,005

48,963

to merge w ith

Bank of Coral Springs
Coral Springs, Florida

A tla n tic coast. Its m ain office (Fort Lauderdale) and ten branches are located in
Broward County, three branches are located in M artin County, and nine
branches are located in Palm Beach County. Southeast Bank is a subsidiary of
S outheast Banking Corporation, a m u lti-b a nk holding company headquartered
in M iam i w h ic h controls, at the present tim e, 19 banks w hose total deposits
aggregate $ 4 ,3 8 0 ,5 44 ,00 0. Bank of Coral Springs operates a m ain office, tw o
branches and a d rive -in fa c ility , all of w h ich are located in the city of Coral
Springs in Broward County.
Broward County had a 1980 population of 1,014,043, an increase of 63.5
percent since 1 970. In Brow ard County, 34 banks operating 140 offices, at June
30, 1980, had total IPC deposits of $3 ,182,968,000. Of these deposits, S outh
east Bank had a 10.9 percent share, and Bank of Coral Springs had a 1.2
percent share. A lim ited am ount of com petition exists between the tw o banks,
th e ir closest offices being about 2.5 m iles apart. The loss of th is modest com peti
tion, how ever, is not considered to be of significance as there are num erous
banking a lte rn atives in the area, nor w ould there be any sig n ifica n t im pact upon
the structure of com m ercial banking in the relevant market.
Florida statutes perm it countyw ide de novo branching. Therefore, each of the
proponents could branch de novo into other areas in Brow ard County. There are
num erous alternate sources of com m ercial banking services available in the
county, m any of w h ich are representatives of Florida's largest com m ercial bank
ing organizations. The loss of th is lim ited potential fo r com petition to increase in
the fu tu re through de novo branching is not considered significant.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
S o u th e a s t Bank and Bank of Coral Springs have satisfacto ry fin a n c ia l and
m a n a g e ria l reso u rces, and th e re s u lta n t bank is a n tic ip a te d to have fa v o ra b le
fu tu re prospects.

Convenience and Needs of the Com m unity to be Served
C onsum m ation of the proposed tra nsa ctio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. C onsiderations relating to convenience and needs of the com m unity to be
served are consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

The Sum itom o Bank of California
San Francisco, C alifornia

Before

A fter

2,048,408

82,570

to merge with

Pacific Citibank
H untington Beach, C alifornia

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92
Federal Reserve Bank of St. Louis

Sum m ary report by Attorney General, August 2 8 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 9, 1981
The Sum itom o Bank of C alifornia, San Francisco, C alifornia ("A p p lica n t"), an
insured state nonm em ber bank w ith total resources of $ 2 ,0 4 8 ,4 0 8 ,0 0 0 and
dom estic IPC deposits of $1,64 0 ,21 0,0 00 , has applied, pursuant to Section 18(c)
and other provisions of the Federal Deposit Insurance Act, fo r the Corporation's
prior consent to merge, under its charter and title , w ith Pacific Citibank, H u nting
ton Beach, C alifornia ("P a c ific "), an insured state nonm em ber bank w ith total
resources of $ 8 2 ,5 7 0 ,0 0 0 and total IPC deposits of $64,051,000. Incident to the
transaction, the fo u r existing offices and a proposed de novo branch office of
Pacific w ould be established as branches of the re sultant bank. A pplication has
also been made, p ursuant to Section 18(i) of the Act, fo r consent to issue
subordinated capital notes as an addition to the capital structure of Applicant,
and fo r consent to re tire these notes at m aturity, seven years after the date of
issue.
Competition
A pplicant presently operates 48 offices from Sacram ento to San Diego, cen
tered p rim a rily in the m etropolitan San Francisco and Los Angeles areas. Three
of A pp lica n t's offices are in A naheim , Costa Mesa, and La Palma, all of w h ich are
in Orange County. A ll fo u r of Pacific's offices are in Orange County, including the
main office and one branch in H untingto n Beach, one branch in Garden Grove,
and one branch in M ission Viejo. Pacific's application fo r the Corporation's
consent to establish a de novo branch in Santa Ana, w h ich is also in Orange
County, has been approved by the C orporation's Board of Directors, by separate
action th is day.
Orange County, the only area in w h ich there is any evidence of existing
com petition betw een A pplicant and Pacific, is considered to be the relevant
market area in w h ich to assess the com petitive im pact of the proposed transac
tion. It is situated betw een the Santa Ana M ountains to the east and the Pacific
Ocean to the w est, and is bordered by Los Angeles, San Bernardino, Riverside,
and San Diego Counties. Orange County is one of the fastest grow ing counties in
C alifornia and has a w e ll-d iv e rs ifie d econom ic stru ctu re w ith balanced indus
tria l, com m ercial, and residential grow th. Its 1980 population w as 1,931,570.
Direct com petition betw een the tw o banks is nom inal and the im pact of the
proposed m erger on existing com petition w ould not be significant.
There are presently 418 banking offices in Orange County. According to June
30, 1980 deposit data, A pplicant held a 0.72 percent m arket share of the IPC
deposit base in Orange County and Pacific held a 0.83 percent share. There w ere
386 offices representing 63 banks in th is m arket, including 273 offices of the
eight largest banks in C alifornia w h ic h aggregately controlled 73.66 percent of
total bank deposits in Orange County. The proposed transaction w ould have no
m aterial im pact upon the structure of th is market.
California statutes perm it statew id e de novo branching and there is th e o re ti
cally some potential fo r increased levels of com petition to develop between the
proponents at some fu tu re tim e. In such a com petitive environm ent, however,
the loss of th is potential w ould not be significant.
A pplica nt and Pacific rank as the te n th and 79th largest C alifornia com m ercial
banks, respectively, in share of deposits held (December 31, 1980), and the
re su lta n t bank w o u ld con tinu e to rank as te n th w ith 1.29 percent of the state's
com m ercial bank deposits. The five largest C alifornia com m ercial banks held

more th a n 73 percent of to ta l bank deposits in the state. The proposed m erger is
view ed as having no m aterial effect upon the level of concentration of banking
resources in any relevant area.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
W ith the contem plated additions to its capital structure, the fin ancial and
m anagerial resources of The S um itom o Bank of C alifornia appear s u fficie n t to
support the acquisition of Pacific Citibank, and the resultant bank is anticipated
to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
Consum m ation of the proposed transaction w ould have little im pact upon the
level or pricing of fin a n c ia l services in the areas served by the proponents.
C onsiderations relating to the convenience and needs of the co m m u n ity to be
served are consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re sulta nt bank is expected to continue to meet the credit needs of its
en tire com m unity, consistent w ith the safe and sound operation of the
institu tio n .
Based on the foregoing, the Board of Directors has concluded that approval of
the applications is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

First-Citizens Bank & Trust Company
Raleigh, North Carolina

Before

1,385,665

235

A fter

239

to merge w ith

Commercial & Savings Bank
Boonville, North Carolina
and
Commercial 8t Farmers Bank
Rural Hall, North Carolina

13,707

28,656

Sum m ary report by Attorney General, October 6, 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
s ig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 9, 1981
First-C itizens Bank & Trust Company, Raleigh, North Carolina ("F irst"), an
insured state nonm em ber bank w ith total resources of $ 1 ,385 ,665,000 and total
IPC deposits of $ 1,123,088,000, has applied, pursuant to Section 18(c) and other
provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to merge, under its charter and title , w ith Com m ercial & Savings Bank,
Boonville, North Carolina ("B o o n ville "), an insured state nonm em ber bank w ith
total resources of $ 1 3 ,70 7 ,0 0 0 and total IPC deposits of $11,925,000, and w ith
Com m ercial & Farm ers Bank, Rural Hall, North Carolina ("R ural H all"), an
insured state nonm em ber bank w ith total resources of $ 2 8 ,6 5 6 ,0 0 0 and total
IPC deposits of $25,862,000. Incident to the proposed transactions, the sole
office of B oonville and th e three offices of Rural Hall w ould be established as
branches of the resu ltan t bank.

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Federal Reserve Bank of St. Louis

Com petition
First-C itizens Bank & Trust Company is the fifth largest com m ercial bank in
North Carolina and cu rre n tly operates 235 offices th rougho ut the state. The
nearest offices of Boonville and Rural Hall are more than 25 m iles apart, and
there is no existing com petition betw een the tw o.
Boonville is located in n o rth -ce n tra l Yadkin County, approxim ately 25 m iles
w est of W inston-S alem . The e ffect of the proposed m erger of First and Boonville
w o u ld be m ost pronounced in th e m arket area served by Boonville, w h ich
consists of m ost of Yadkin County and the southern portion of S urry County. The
relevant m arket area is served by 14 offices of five banks, including the sole
office of B oonville w ith 9.6 percent of com m ercial bank IPC deposits in the
relevant m arket area as of June 30, 1980, and is dom inated by The N o rth w e st
ern Bank w ith e igh t offices and 61.7 percent of IPC deposits. First is not repre
sented in the relevant m arket area and its nearest office is approxim ately 20
m iles north of Boonville. First w o u ld m erely succeed to B oonville's share of the
market, and no existing com petition w ould be elim inated by the proposed
transaction.
Rural Hall is located in n o rth -ce n tra l Forsyth County, approxim ately eight
m iles north of W inston-S alem . It operates its m ain office and one branch in Rural
Hall and one branch in S tanleyville, some three m iles south. A ll locations are in
Forsyth County. Its prim ary service area includes the southern portion of Stokes
County and the northern portion of Forsyth County to approxim ately the center of
W inston-S alem , and th is is th e area w h ic h w ould be most affected by the
proposed m erger of First and Rural Hall. The relevant m arket area is served by 46
offices of ten banks, including the three offices of Rural Hall and tw o offices of
First. The nearest com peting offices of First and Rural Hall are approxim ately
fo u r m iles apart. Rural Hall, according to Jun e 30, 1980 deposit data, has 2.9
percent, o rth e sixth largest share, and First has 0.8 percent, o rth e n inth largest
share, of total com m ercial bank IPC deposits in the relevant m arket area. Upon
consum m ation of the proposal, First w ould have a 3.7 percent share, w hich
w o u ld be th e fifth largest share in the relevant m arket area. Existing com petition
betw een the proponents is nom inal and, because of the substantial num ber of
com peting bank offices in the relevant m arket area, its e lim in a tio n w o u ld not be
considered significant.
Under North Carolina statutes. First, Boonville, and Rural Hall could establish
de novo branches in areas served by each other. Because of lim ite d resources,
Boonville and Rural Hall are un likely to engage in any substantial am ount of de
novo branching activity, and First has little incentive to expand its operation in
the relevant m arket areas th ro ug h de novo branching because of the num ber of
existing com m ercial banking offices in the relevant market area. It therefore
appears un like ly th a t any s ig n ific a n t potential com petition w ould be elim inated
by the proposed mergers.
A ccording to Decem ber 31, 1980 deposit data. First is the fifth largest com
m ercial bank in North Carolina w ith approxim ately 6.8 percent of the state's total
com m ercial bank deposits. A cq uisitio n of Boonville and Rural Hall w ould
increase First's deposit share to 7.0 percent, leaving it the fifth largest com m er
cial bank in th e state, and w o u ld have no m aterial effect upon the level of
concentration of com m ercial banking resources in the state or any relevant area.
Based on the foregoing, the Board of D irectors is of the opinion that the
proposed m ergers w o u ld not, in any section of the country, su b stantia lly lessen
com petition, tend to create a m onopoly, or in any o ther m anner be in re stra in t of
trade.

Financial and Managerial Resources; Future Prospects
Each of the proponents has satisfactory fin a ncia l and m anagerial resources,
as w ould the resultant bank. Future prospects appear favorable.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed m ergers w ill have little effect on the level and
pricing of banking services in th e areas served by the proponents. C onsidera
tio n s relating to convenience and needs of the com m unity to be served are,
however, consistent w ith approval of the applications.
A review of available info rm a tion , including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the applications is w arranted.
Resources
(in thousands
of dollars)

Tokai Bank of California
Los Angeles, C alifornia

Banking offices
in operation
Before

159,187

174,612

A fter

to merge w ith

Continental Bank
A lham bra, C alifornia

Sum m ary report by Attorney General, August 2 8 , 1981
We have review ed th is proposed transaction and conclude th a t it w o u ld be not
s ig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 9, 1981
A n application has been file d on behalf of Tokai Bank of C alifornia, Los
Angeles, C alifornia ("Tokai Bank"), an insured state nonm em ber bank w ith total
resources of $ 1 5 9 ,1 8 7 ,0 0 0 and total IPC deposits of $106,3 08,000, and on
behalf of C ontinental Bank, A lham bra, C alifornia, an insured state nonm em ber
bank w h ic h has total resources of $ 1 7 4 ,6 1 2 ,0 0 0 and total IPC deposits of
$ 1 3 5 ,8 8 9 ,0 0 0 , fo r the prior consent of the C orporation to effect a series of
related m erger-type transactions resulting in the com bination of Tokai Bank w ith
C ontinental Bank. Consent is sought to merge C ontinental Bank, under its
charter and title , w ith Tokai A cq u isition Corporation, a C alifornia corporation in
organization; and subsequently fo r Tokai Bank to purchase certain assets of
C ontinental Bank. The rem aining C ontinental Bank entity, including its direct
and in direct subsidiaries, w ill be merged w ith Tokai Bank, and the fo u r existing
offices and an approved not opened rem ote service fa c ility of C ontinental Bank
w ill be established as branches of Tokai Bank. Tokai Bank is a w holly-ow ned
com m ercial banking subsidiary of The Tokai Bank, Lim ited, Nagoya (Japan), a
m u ltin a tio n a l fin a n c ia l organization w ith consolidated assets in excess of $43
billion.
Com petition
Tokai Bank operates fo u r of its seven offices in, and derives the bulk of its
com m ercial banking business from , the m etropolitan Los Angeles area in so u th
ern C alifornia. O ther offices are operated in Orange County, w h ich is also in
southern C alifornia, and in the city of San Francisco. C ontinental Bank, estab
lished in 1972, operates all of its offices in m u n icip a litie s w ith in Los Angeles
County in close p ro xim ity to the city of Los Angeles. In vie w of the substantial

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Federal Reserve Bank of St. Louis

econom ic interaction and com m utation th ro ug ho u t th is highly developed area,
the relevant m arket in w h ic h to assess the com petitive im pact of the proposed
tra n sa ctio n s is approxim ated by Los A ngeles County (1980 population
7,477,657).
There are more than 100 insured com m ercial banks operating more than
1,200 banking offices in th is relevant m arket w h ic h held IPC deposits of approx
im ately $37.9 b illio n as of June 30, 1980. M ost of the state's largest com m ercial
banking organizatio ns are e ith e r based in or w e ll represented in th is market
w h ich is considered relatively concentrated w ith the five largest com petitors
holding more tha n 75 percent of the IPC deposit base. Tokai Bank, w ith only a
0.19 percent share of these deposits, w ould acquire C ontinental Bank's 0.27
percent m arket share. Such a consequence is viewed as having no m aterial
im pact upon the stru ctu re of com m ercial banking or upon the level of concentra
tion of banking resources in th is m arket or in any relevant area.
As both proponents operate com m ercial banking offices in the relevant
market, they m ust be regarded as being in direct com petition. The actual volum e
of such existing com petition, how ever, is m odest and its loss w o u ld have no
sig n ifica n t com petitive effect. S im ila rly, w h ile C alifornia statutes w ould perm it
statew ide m erger and denovo branch expansion possibilities for the proponents,
th e ir size is modest in relation to other com m ercial banks w ith established
statew ide branching system s. The loss of some potential fo r com petition to
develop betw een the proponents, as a consequence of consum m ation of the
proposed transactions, w ould have little significance.
The Board of D irectors is of the opinion th a t the proposed transactions w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are considered
acceptable for the purposes of the proposed transactions, and the resultant bank
w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposal w ill have no m aterial im pact upon the level and pricing of
com m ercial banking services in the Los Angeles County area. Considerations
re lating to the convenience and needs of the com m unity to be served are,
however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to co ntin ue to meet the credit needs of its
entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors is of the opinion th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Barnett Bank of Lakeland
Lakeland, Florida

Banking offices
in operation
Before

74,355

166,061

A fter

to merge with

Barnett Bank of East Polk County
W in te r Haven, Florida

Sum m ary report by the Attorney General, August 7 , 1981
We have review ed th is proposed tran sactio n and conclude th a t it w ould not
have a substantial com petitive effect.
Basis for Corporation Approval, Novem ber 16, 1981
Barnett Bank of Lakeland, Lakeland, Polk County, Florida, an insured State
nonm em ber bank w ith total resources of $ 7 4 ,3 5 5 ,0 0 0 and total IPC deposits of
$ 5 7 ,6 3 5 ,0 0 0 as of June 30, 1981, has applied pursuant to Section 18(c) and
o ther provisions of the Federal Deposit Insurance A ct fo r the C orporation's prior
consent to merge w ith Barnett Bank of East Polk County, W in te r Haven, Polk
County, Florida, an insured State nonm em ber bank w ith total resources of
$ 1 6 6 ,0 6 1 ,0 0 0 and total IPC deposits of $ 11 8,9 4 7 ,0 0 0 as of June 30, 1981,
under the c ha rte r and w ith the title of B arnett Bank of Lakeland, and to establish
the fo u r offices of B arnett Bank of East Polk County as branches of the resultant
bank, w hich w ould com m ence operation w ith a total of seven offices.
Com petition
Essentially a corporate reorganization, the proposal w ould provide a means by
w h ich Barnett Banks of Florida, Inc., Jacksonville, Florida, a m ultibank holding
com pany, w h ich as of December 31, 1981 controlled 31 banks w ith aggregate
deposits of $ 3 ,7 1 8 ,3 80 ,00 0, m ight consolidate some of its operations. The
proponents have been under com m on control since 1973. The proposed transac
tio n w ould not effect the structure of com m ercial banking or the concentration of
banking resources w ith in the relevant market.
In vie w of th e foregoing, the Corporation is of the opinion th a t the proposed
transactio n w o u ld not in any section of the country substantially lessen com peti
tio n , tend to create a m onopoly, or in any other m anner be in re s tra in t of trade.
Financial and Managerial Resources; Future Prospects
Proponents' fin a n cia l and m anagerial resources are considered adequate for
the purposes of th is proposal and the fu tu re prospects of the resultant bank
appear favorable.
Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket area by the re su lta n t bank w o u ld
not d iffe r m aterially from those presently offered by each proponent.
A review of available in form ation, including the C om m unity R einvestm ent Act
S tatem ents of th e proponents and the m ost recent assessm ent of th e ir CRA
records, discloses no inconsistencies w ith the purposes of the Act. The resultant
in s titu tio n is expected to continue to meet the credit needs of its entire co m m un
ity consistent w ith the safe and sound operation of the in stitu tio n .
O n th e b a s is o f th e fo re g o in g in fo rm a tio n , the Regional D irector of the A tlanta
Regional O ffice, acting on behalf of the Board of Directors of th e Corporation
under delegated a uth ority, has concluded th a t approval of the application is
w arranted.

Resources
(in thousands
of dollars)

M erchants and Planters Bank
Hazlehurst, M ississippi

Banking offices
in operation
Before

25,072

13,599

to merge w ith

Bank of Wesson
W esson, M ississippi

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Federal Reserve Bank of St. Louis

A fter

Sum m ary report by the Attorney General, October 9, 1981
W e have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 16, 1981
M erchants and Planters Bank, Hazlehurst, M ississippi, an insured state non
m em ber bank w ith total resources of $ 2 5 ,0 7 2 ,0 0 0 and total IPC deposits of
$20,716,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge,
under its c ha rter and title , w ith Bank of W esson, W esson, M ississippi, an
insured state nonm em ber bank w ith to ta l resources of $ 1 3 ,5 9 9 ,0 0 0 and total
IPC deposits of $1 0,255,000. Incident to the transaction, the sole office of Bank
of W esson w o u ld be established as a branch of the re su lta n t bank, w h ich w ould
then have a total of three offices.
Com petition
M erchants and Planters Bank presently operates tw o offices, both of w hich
are located in Copiah County. Its m ain office is located in Hazlehurst, in the
central portion of the county, and its branch is located 15 road m iles east in
G eorgetow n. Bank of W esson operates one office in the city of W esson in the
extrem e southern portion of Copiah County near the Lincoln County border.
W esson is a pproxim ately 10 road m iles south of Hazlehurst. Lincoln and Copiah
Counties are in the southw este rn part of the state.
The relevant m arket in w h ich to assess the com petitive im pact of the proposed
transaction is regarded as th a t area w ith in approxim ately 10 road m iles of
W esson. This m arket extends south to the city of Brookhaven in Lincoln County
and as fa r as H azlehurst to the north, and consists of the southern half of Copiah
County and th e n o rth e rn half of Lincoln County. In th is m arket, six banks
operating 15 offices have total IPC deposits of $ 17 7,1 40,000. Of these deposits.
M erchants and Planters Bank has the fo u rth largest share, 10.1 percent, and
Bank of W esson th e fifth largest share, 5.8 percent. Inasm uch as both propo
nents are represented in the market, it is evident th a t a certain am ount of
com petition does exist betw een them , how ever, the loss of th is lim ited am ount
of com petition is not considered to be of significance.
M ississippi statutes p e rm it branch banks w ith in a 100-m ile radius of a bank's
home office, subject to certain m inim um capitalization requirem ents and home
office protection provisions. Bank of W esson has alw ays operated as a u n it bank
in its 88 years of existence, and is unlike ly to consider de novo branching in the
near fu tu re . M erchants and Planters Bank is presently prohibited from branch
ing into the city of W esson under M ississippi statutes due to its low population.
Therefore, consum m ation of the proposed tran saction w ould not elim in a te any
sig n ifica n t potential fo r fu tu re com petition betw een the tw o banks.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
M e rch a n ts a n d Planters B ankand Bank of W esson have s a tisfa cto ryfin a n cia l
and m anagerial resources, and the re su ltan t bank is anticipated to have favora
ble fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsaction w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. Considerations relating to the convenience and needs of the com m unity
to be served are, however, consistent w ith approval of the application.
A review of available inform ation, including the C om m unity Reinvestm ent Act

S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
en tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.
Banking offices
in operation

Resources
(in thousands
of dollars)

Albany Savings Bank
A lbany, New York

Before

After

1,389,854

221,131

to merge w ith

Newburgh Savings Bank
New burgh, New York

Sum m ary report by Attorney General, October 2 3 , 1981
W e have review ed th is proposed transaction and conclude th a t it w o u ld be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 16, 1981
A lbany Savings Bank, Albany, New York, an insured m utual savings bank w ith
total resources of $ 1 ,3 8 9 ,8 5 4 ,0 0 0 and total deposits of $1,298 ,754,000, has
applied, pu rsua n t to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter
and title , w ith N ew burgh Savings Bank, N ew burgh, New York, an insured m u t
ual savings bank w ith total resources of $ 2 2 1 ,1 3 1,000 and total deposits of
$ 206,7 99 ,00 0. Incident to the transaction, the fo u r existing offices of Newburgh
Savings Bank w ould be established as branches of Albany Savings Bank.
Com petition
A lbany Savings Bank operates 22 offices in 12 counties of central and n o rth
ern New York State, p rim a rily serving the Hudson and M ohaw k River Valley
south and w e st from its Albany-area base. A total of five m erger-type transac
tio n s w ith th rift in s titu tio n s based in G lens Falls, Johnstow n , Troy, Oneida and
Kingston have been effected since 1970, sig n ificantly expanding A lbany Sav
ings Bank's geographic service area and deposit base.
N ewburgh Savings Bank operates three of its four offices in the im m ediate
v ic in ity of the city of N ew burgh (1 9 80 population 23,438), in northern Orange
County, in the Hudson River Valley located approxim ately 100 road m iles south
of A lbany and 60 road m iles north of New York City. A single de novo branch
office is also operated in Rockland County located approxim ately 25 road m iles
south of Newburgh.
The relevant m arket in w h ich to assess the com petitive im pact of the proposed
transaction is regarded as Newburgh Savings Bank's prim ary service area
encom passing portions of n orthern Orange County and adjacent portions of
southern U lster County w ith in a 10-12 road m ile radius of the city of Newburgh.
W hile it is recognized th a t both A lbany Savings Bank and Newburgh Savings
Bank each operate a single office in re lative ly close p roxim ity in Rockland
County, neither of these offices is a sig n ifican t com petitive factor. The proposed
transaction w o u ld have little effect upon com petition or upon the stru ctu re of
th rift in stitu tio n banking in th is separate banking market.
A lbany Savings Bank is not represented in the Newburgh relevant m arket, and
the proposed tran sactio n w o u ld not e lim in ate any sig n ifica n t com petition

100

betw een the tw o in stitu tio n s. It is recognized th a t A lbany Savings Bank operates
tw o offices in the Beacon area (Dutchess County), located approxim ately 5 road
m iles (across the Hudson River) from N ew burgh, and that such proxim ity of
offices w o u ld indicate some direct com petition betw een the proponents. The
Beacon area, how ever, is accessible from Newburgh only by a single (toll) bridge,
and analysis of the local com m utation patterns and deposit orig in a tio n data
w o u ld indicate th a t A lbany Savings Bank's Dutchess County offices are not a
reasonable alte rn ate source of banking services fo r a m eaningful num ber of the
residents of the N ew burgh area. There is no evidence of any sig n ifica n t volum e
of existing com petition betw een the proponents w h ich w ould be elim inated by
th e ir proposed merger.
Under New York statutes, each of the proponents has the potential to expand,
by means of d en ovo branching, into the areas now served by th e other. W ith the
exception of its Rockland C ounty office, Newburgh Savings Bank has confined its
operation to the im m ediate v ic in ity of the com m u nity of N ewburgh, and it is not
view ed as like ly to em bark upon any s ig n ific a n t de novo expansion e ffo rt in the
foreseeable fu tu re .* A lbany Savings Bank, w ith a substantial resource base and
experience operating a geographically diverse branch netw ork, m ust be re
garded as a potential de novo e n tra n t into the N ew burgh market. The heavilybanked nature of th is p articula r localized area, however, w ould reduce the
a ttractiveness of such de novo entry. Considering the num ber of in s titu tio n s
already established in th e N ew burgh area, the loss of some potential fo r fu tu re
com petition to develop betw een the proponents, as a consequence of th e ir
proposed merger, w ould have little impact.
In the relevant m arket, a total of 11 th rift in s titu tio n s and nine com m ercial
banks operate 45 offices and hold deposits in excess of $680 m illion. Newburgh
Savings Bank is the largest fin a n c ia l in s titu tio n in th is m arket, in share of local
deposits held, w ith a 27.8 percent m arket share. A lbany Savings Bank's acquisi
tio n of N ew burgh Savings Bank w ould have no adverse effect upon the structure
of e ither th rift in s titu tio n or com m ercial banking in th is market, nor w ould it have
any m aterial im pact upon the level of concentration of banking resources in any
relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources: Future Prospects
The fin a n c ia l and m anagerial resources of the proponents are regarded as
satisfactory, and the re su lta n t in s titu tio n w ould have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
Consum m ation of the proposed m erger w ill have little effect upon the level
and pricing of fin a n c ia l services in the areas served by the proponents. Consid
erations relating to the convenience and needs of the com m unity to be served
are, however, consistent w ith approval of the application.
A review of available in form atio n, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
‘ The Rockland County office of Newburgh Savings Bank was established in 1 9 7 4 and has failed to
generate a substantial volume of deposits, remaining as one of the smallest thrift institution offices
in the county.

101

Resources
(in thousands
of dollars)

The Bank of M iam i
M iam i, Florida

261,402

Banking offices
in operation
Before

After

to purchase the assets and assume the deposit
liabilities of

LeJeune Road Branch
Popular Bank of Florida
Hialeah, Florida

3 ,037*

‘ Total IPC deposits to be transferred from
Popular Bank of Florida. Assets not reported by office.

Sum m ary report by the Attorney General, Septem ber 2, 1981
W e have review ed th is proposed transaction and conclude th a t it w o u ld be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, November 18, 1981
P ursuant to Section 18(c) and other provisions of the Federal Deposit In su r
ance Act, an application has been file d by The Bank of M iam i, M iam i, Dade
County, Florida, an insured State nonm em ber bank w ith total resources of
$2 6 1 ,4 0 2 ,0 0 0 and total IPC deposits of $ 1 9 2 ,1 5 1 ,0 0 0 as of June 30, 1981, fo r
the C orporation's prior consent to purchase the assets and assum e the lia b ilitie s
of th e LeJeune Road Branch of Popular Bank of Florida, Hialeah, Dade County,
Florida, an insured State nonm em ber bank w ith total resources of $38,68 9,000
and IPC deposits of $ 2 8 ,9 4 2 ,0 0 0 as of June 30, 1981. The total IPC deposits of
the LeJeune Road Branch w ere $ 3 ,0 3 7 ,0 0 0 as of June 30, 1981. The Bank of
M iam i presently operates five offices and has one approved but unopened office.
Popular Bank of Florida, subsequent to the consum m ation of the subject pur
chase and assum ption transaction, w ould operate solely out of its main office.
Com petition
Essentially a corporate reorganization, the proposal w ould provide a means by
w h ich The Bank of M iam i could acquire an existing office in the Hialeah market
area. The Bank of M iam i and Popular Bank of Florida have been under com m on
control by Popular Bancshares Corporation, M iam i, Florida, for the last seven
years. The proposed tran sactio n, per se, w o u ld not affect th e stru ctu re of com
m ercial banking or the concentration of banking resources w ith in the relevant
m arket to any sig n ifica n t extent.
In vie w of the foregoing, the C orporation is of the opinion th a t the proposed
transaction w o u ld not in any section of the country substantially lessen com peti
tio n , tend to create a m onopoly, or in any other m anner be in re stra in t of trade.
Financial and Managerial Resources; Future Prospects
The Bank of M ia m i's fin a ncial and m anagerial resources are considered ade
quate fo r the purposes of th is proposal and the fu tu re prospects of th a t in s titu
tion appear favorable.
Convenience and Needs of the C om m unity to be Served
Services to be offered in the relevant m arket area by the acquiring bank w ould
not d iffe r m ateria lly from those presently offered at the subject branch office by
the selling bank.
A review of available inform ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The acquiring in s titu tio n is expected to continue to meet the credit needs

102

of its e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
On the basis of the foregoing in fo rm a tio n , the Regional D irector of the A tlanta
Regional O ffice, acting on behalf of the Board of Directors of the Corporation
under delegated au tho rity, has concluded th a t approval of the application is
w arranted.
Resources
(in thousands
of dollars

Auburn Bank & Trust Company
A uburn, Alabam a
(change title to SouthTrust Bank)

Banking offices
in operation
Before

16,689

7,823

After

to merge with

Southern Bank of Lee County
Sm iths, Alabam a

103

Statem ents of the proponents, discloses no inconsistencies w ith the purposes of
the Act. The resu ltan t in s titu tio n is expected to continue to meet the credit needs
of its e n tire com m unity, consistent w ith the safe and sound operation of the
institution.
On the basis of the foregoing in fo rm a tio n , the Regional D irector of the A tlanta
Regional O ffice, acting on behalf of the Board of D irectors under delegated
authority, has concluded th a t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Michigan Bank — M idw est
Jackson, M ichigan

60,090

Banking offices
in operation
Before

After

to acquire the assets and assume deposit
liabilities of

Three Branches of
Michigan Bank — Mid South
Litchfield, M ichigan

2,822*

*Total IPC deposits to be transferred by
M ichigan Bank - Mid South. Assets not reported by office.

Sum m ary report by Attorney General, M ay 4 , 1981
The proposed consolidation is part of a plan through w h ich the M idw est Bank
w ould become a subsidiary of M ichigan National Corporation, a bank holding
company. The instan t transaction w ould m erely com bine an existing bank w ith a
non-operating in s titu tio n ; as such, and w ith o u t regard to the acquisition of the
surviving bank by M ichigan N ational C orporation, it w ould have no effect on
com petition.
Basis for Corporation Approval, Novem ber 2 5 , 1981
M ichigan Bank - M idw est, Jackson, M ichigan, an insured state nonm em ber
bank w ith total resources of $ 6 0 ,0 9 0 ,0 0 0 and total IPC deposits of $ 4 6 ,0 2 6 ,0 0 0
has applied, pursua nt to Section 18(c) and other provisions of the Federal
Deposit Insurance A ct fo r the C orporation's prior consent to acquire the assets of
and assum e lia b ility to pay deposits in three branches of M ichigan Bank - Mid
South, Litchfield, M ichigan, and fo r consent to establish branches at Paka Plaza,
1103 Boardman Road, Blackman Tow nship; W estwood M all, 2009 W est M ic h i
gan Avenue, S um m it Tow nship; and 25 5 0 A irp o rt Road, Blackman Tow nship, all
locations w ith in Jackson County, M ichigan. Total IPC deposits to be assumed are
approxim ately $2,822,000.
Competition
Essentially a corporate reorganization, the proposal w ould provide a means by
w h ich M ichigan National Corporation, Bloom field Hills, M ichigan, a m ulti-bank
holding com pany presently contro llin g 27 banks w ith aggregate December 31,
1980, total deposits of $ 4 ,71 0 ,26 6,0 00 , may consolidate some of its operations.
The three branches w ere all established by M ichigan Bank -M id South in su b u r
ban Jackson in early 1981. M ichigan National Corporation acquired control of
M ichigan Bank - M idw est Septem ber 1 7,1 9 8 1 . The proposed transaction w ould
not affect the stru ctu re of com m ercial banking or the concentration of banking
resources w ith in the relevant market.
In vie w of the foregoing, the Corporation is of the opinion th a t the proposed

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104
Federal Reserve Bank of St. Louis

transactio n w ould not, in any section of the country, substantia lly lessen com pe
titio n , tend to create a monopoly, or in any other m anner be in restraint of trade.
Financial and M anagerial Resources; Future Prospects
Proponents fin a n cia l and m anagerial resources are considered adequate for
th e purposes of th is proposal, and the fu tu re prospects of A pplicant appear
favorable.
Convenience and Needs of the Com m unity to be Served
Services to be offered in the relevant m arket by A pplicant w o u ld not d iffe r
m aterially than those presently offered.
A review of available inform ation, including the C om m unity R einvestm ent Act
Statem ent, discloses no inconsisten cies w ith the purposes of the Act. A pplicant
is expected to con tin u e to m eet the cred it needs of its e n tire com m unity, consis
te n t w ith the safe and sound operation of the in stitution.
On the basis of the foregoing inform ation, the Regional Director, Madison
Region, acting on behalf of the Board of Directors, under delegated authority, has
concluded tha t approval of the application is w arranted.

Resources
(in thousands
of dollars)

Bucks County Bank and Trust Com pany
Perkasie, Pennsylvania

Banking offices
in operation
Before

A fter

268,049

73,123

to merge w ith

The Morrisville Bank
M orrisville, Pennsylvania

Sum m ary report by Attorney General, no report received
Basis for Corporation Approval, Novem ber 2 3 , 1981
Bucks County Bank and Trust Company, Perkasie, Pennsylvania ("Bucks
County Bank"), an insured state nonm em ber bank w ith total resources of
$ 2 6 8 ,0 4 9 ,0 0 0 and total IPC deposits of $185,280,000, has applied, pursuant to
Section 18(c) and other provisions of the Federal Deposit Insurance Act, fo r the
C orporation 's p rior consent to merge, under its charter and title , w ith The
M o rrisville Bank, M orrisville, Pennsylvania, an insured state nonm em ber bank
w ith total resources of $ 7 3 ,1 2 3 ,0 0 0 and total IPC deposits of $63,272,000.
Incident to the transaction, the fo u r existing offices and one approved, unopened
office of The M o rrisville Bank w ould be established as branches of the resultant
bank w h ich w ould then have a total of 18 approved offices.
Com petition
Bucks County Bank operates 12 offices, including its m ain office, in the upper
half of Bucks County, and one other office in low er Bucks County. The M orrisville
Bank presently operates fo u r offices and has approval fo r another, all of w hich
are located in the southeastern portion of low er Bucks County.
The relevant m arket in w h ich to assess the com petitive im pact of the proposed
tra n sa ctio n is regarded as low er Bucks County plus the city of Trenton, New
Jersey. The city of Trenton is located directly across the Delaware River from
M o rrisville, Pennsylvania, and the re is some com m utation betw een the tw o
cities. In the m arket, 17 banks operating 60 offices held total IPC deposits
aggregating $ 1 ,0 9 2 ,1 6 3 ,0 0 0 as of June 30, 1980. Of these deposits, Bucks
County Bank held the sm allest share. 0.3 percent, and The M o rrisville Bank held

105

the eighth largest share, 5.3 percent. Bucks County Bank w ould m erely replace
The M o rris v ille Bank in the m arket and w o u ld rem ain th e eighth largest bank.
The am ount of direct com petition th a t exists betw een the tw o banks is modest,
and th e ir closest offices are about eight m iles apart w ith num erous bank offices
in the inte rve ning area. Therefore, no sig n ifica n t am ount of existing com petition
w ould be elim inated by the proposed transaction.
Pennsylvania statutes a llo w branching in a bank's home office county and in
any county contiguous thereto. Bucks County Bank and The M o rrisville Bank
both have the same legal branching area w h ich consists of Bucks, N ortham pton,
Lehigh, M ontgom ery and Philadelphia Counties, therefore, each bank could
branch into areas served by the other. However, there are num erous alternatives
in the area, m any of w h ic h are among the state's largest com m ercial banks. The
loss of th is lim ited potential fo r com petition to increase betw een the banks in the
fu tu re is not considered to be of significance.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
Bucks County Bank and The M orrisville Bank have satisfactory fin ancial and
m anagerial resources, and the re s u lta n t bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsactio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. C onsiderations relating to the convenience and needs of the com m unity
to be served are consistent w ith approval of the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
th e Act. The re s u lta n t bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
institution.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Penobscot Savings Bank
Bangor, M aine
(change title to Independence Savings Bank)

Banking offices
in operation
Before

150,568

142,083

After

to merge w ith

Waterville Savings Bank
W aterville, M aine

Sum m ary report by Attorney General, July 8, 1981
A p p lican t's m ain office is located in Bangor, Penobscot County. It operates one
other office in Bangor and one each in E llsw o rth (Hancock County) and New port
(Penobscot County). As of December 31, 1980, A pplicant had total assets of
$145.1 m illio n , total deposits of $126.7 m illio n (including $125.3 m illio n in tim e
and savings deposits*), and net loans and discounts of $102 m illion.
*"Tim e and savings deposit" figures include NOW accounts.

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106
Federal Reserve Bank of St. Louis

Bank, w ith its m ain office in W a te rville (Kennebec County), operates three
other offices, w ith one each in Pittsfield (Som erset County), Fairfield (Somerset
County), and Oakland (Kennebec County). As of December 3 1 ,1 9 8 0 , Bank had
total assets of $13 8.2 m illio n , total deposits of $127.2 m illio n (including $1 26.5
m illio n in tim e and savings deposits) and net loans and discounts of $103.1
m illion.
Bangor and W a te rville are located in east-central M aine in an area that is
largely rural and sparsely populated. As of 1970, Bangor had a population of
32,200, m aking it the th ird largest city in the state, w h ile W a te rville had a
population of 18,400, m aking it the eighth largest in the state. The cities are
approxim ately 55 m iles apart, connected by I-95. B angor's econom y is based on
retailing, w h ile W a te rville 's is based on m anufacturing.
There are 6 com m ercial banks and 3 m utual savings banks in the W aterville
m a rke t.** In the Bangor m a rk e t*** there are 6 com m ercial banks and 4 m utual
savings banks. Both m arkets are highly concentrated, w ith the top three fin a n
cial in s titu tio n s in the W a te rville m arket accounting fo r 86.3% of th a t m arket's
savings, and the top 4 fin a n c ia l in s titu tio n s in the Bangor m arket accounting for
81.2% of th a t m arket's savings. Both banks are the largest in th e ir respective
m arkets, w ith Bank accounting fo r 60.1 % of the W aterville m arket savings, and
A pplicant accounting fo r 36.9% of the Bangor market savings.
W ith th e ir geographic location in adjacent m arkets (their nearest offices are
only 6 m iles apart) and th e ir c u rre n t m arket share, each bank is th u s one of the
most likely potential entra n ts into the oth e r's market. As a result, e lim ination of
each as a potential com petitor w ill have an adverse effect on com petition in both
the W aterville and the Bangor markets.
Basis for Corporation Approval, Novem ber 2 3 , 1981
Penobscot Savings Bank, Bangor, M aine, an insured m utual savings bank
w ith total resources of $1 5 0 ,5 6 8 ,0 0 0 and total deposits of $128,455,000, has
applied, pursuant to Section 18(c) and other provisions of the Federal Deposit
Insurance Act, fo r the C orporation's prior consent to merge, under its charter,
w ith W aterville Savings Bank, W aterville, M aine, an insured m utual savings
bank w ith total resources of $ 1 4 2 ,0 8 3 ,0 0 0 and total deposits of $130,791,000.
The fo u r offices of W a te rville Savings Bank w ould be established as branches of
the re su lta n t in s titu tio n , and, incident to the transaction, the main office of
W a te rville Savings Bank w o u ld be designated as the m ain office of the resultant
m utual savings bank w h ich w ould be title d "Independence Savings Bank."
Com petition
Penobscot Savings Bank operates its m ain office and one branch in Bangor,
one branch in Newport (Penobscot County), and one branch in Ellsw orth (Han
cock County) in east-central M aine. Its service area contains th irty -fiv e com m un
ities in Penobscot County, all of Hancock County, and adjacent com m unities in
Piscataquis, Som erset and W aldo Counties. The 1980 population of th is service
area w as 177,787.
W a terville Savings Bank operates its m ain office in W aterville, one branch in
Oakland (both in Kennebec County), one branch in P ittsfield and one branch in
Fairfield (both in Som erset County) in south-central Maine. Its service area

**T h e W aterville market includes Waterville, Benton, Benton Falls, Fairfield, Shawm ut, Oakland,
W inslow, and Vassalboro.
***T h e Bangor market includes Bangor, Brewer, Orono, Old Town, Hampden, Orrington, Hermon,
Holden, Milford, Veazie, Glenburn, Bradley, and Kenduskeag.

107

consists of eleven com m unities in Kennebec County, ten com m unities in
Som erset County, and adjoining com m unities in Penobscot and W aldo counties.
The 1980 population of th is service area w as 81,047.
The main offices of the proponents are approxim ately 54 m iles apart and th e ir
service areas are essentially separate and distinct. These service areas do
overlap, how ever, in the v ic in ity of W aterville Savings Bank's Pittsfield office and
Penobscot Savings Bank's N ew port office in the central part of the state. These
tw o branches are seven m iles apart, and hold only a modest volum e of deposits
($12.3 m illio n and $7.0 m illio n, respectively). The area of overlap is rural w ith a
1980 population of only 1 2,665, how ever, it is served by eight offices of com
m ercial and m utual savings banks. No m aterial volum e of existing com petition
betw een the tw o in s titu tio n s w ould be elim inated by the proposed transaction.
M aine statutes perm it statew ide m erger and de novo branching activity,
therefore , there is some potential fo r increased levels of com petition to develop
betw een the tw o in s titu tio n s at some fu tu re tim e. Considering the relatively
modest size of the proponents and the num ber of other com petitors in the state,
the loss of some potential com petition w ould have no sig nificant effect.
The proposed transaction w ould re sult in a m erger of the state's fifth and sixth
largest m utual savings banks. The resu ltan t in s titu tio n w ould rank th ird in size in
the state among th rift in stitu tio n s, holding approxim ately 8.2 percent of the th rift
in s titu tio n deposit base, and less than 4.3 percent of the com bined th rift and
com m ercial bank deposits in Maine.
Consum m ation of the proposed transaction w ould not have any adverse
im pact upon the stru ctu re of e ithe r th rift in s titu tio n or com m ercial banking, nor
w o u ld it have any m aterial effect upon the level of concentration of financial
resources in any relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of each in s titu tio n are regarded as
satisfactory, and the re su lta n t in s titu tio n w ould a ppearto have generally favora
ble fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tran sactio n w ould have no m aterial effect upon convenience
and needs considerations w h ic h are regarded as consistent w ith approval of the
application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.

108

Resources
(in thousands
of dollars)

Gorham Savings Bank
G orham , New Ham pshire
(change title to SouthTrust Bank)
to merge with
Berlin Co-operative Bank
Berlin, New Ham pshire
(change title to The Home Cooperative Bank)

Banking offices
in operation
Before

15,855

34,781

A fter

Summary report by Attorney General, November 2 0 , 1981
A pplicant, a m utual savings bank chartered in 1872 under New Hampshire
law, operates its only office in Gorham , Coos County, N ew Hampshire. As of
December 31, 1980, it had to ta l assets of $15.5 m illio n , total deposits of $14.3
m illion, and net loans and discounts of $12.2 m illion. A p plicant's net income
dropped betw een 1976 and 1977, rose considerably in 1978, then dropped
again in 1979 and 1980.
Bank, a state-chartered cooperative bank organized in 1890, operates its main
office in B erlin and a branch office in G orham , both in Coos County. As of
December 30, 1980, Bank had total assets of $33.4 m illion, total deposits of
$30.7 m illio n , and net loans and discounts of $28.5 m illion. Bank's net income
has been declining since 1976.
The m ain offices of A pplicant and Bank are located 6 m iles from each other;
and Bank's Gorham branch is only V2 m ile from A pplicant. Thus the merger
w ould elim ina te s ig n ifica n t direct com petition. Banking is highly concentrated in
the B erlin-G orham market. There are presently tw o com m ercial banks, tw o
savings banks, one cooperative bank, and tw o cred it unions, all operating a total
of 8 offices in th e area. The top 4 account fo r 84.1% of the m arket's tim e and
savings deposits and 85.1 % of its to ta l deposits as of June 3 0 ,1 9 8 1 . Bank is the
second largest, w ith 21.7% of the m arket's tim e and savings deposits and 21.6%
of its to ta l deposits. A pp lican t is the fo u rth largest, w ith 10.1 % of the area's tim e
and savings deposits and 9.6% of its total deposits.
The m erger w o u ld create an in s titu tio n ranking a close second in size, w ith
31.9% of the m arket’s tim e and savings deposits and 31.2% of its total deposits.
As a re su lt of the m erger, the top tw o in s titu tio n s alone (B erlin City Bank and
A p p lic a n t/B a n k ) w ould account for 67.3% of the m arket's tim e and savings
deposits and 68.4% of its to ta l deposits. The fo u r-firm concentration ratio w ould
increase from 84.1 % to 91.4% of the m arket's tim e and savings deposits, and
from 85.1 % to 91.9% of the total deposits. The H erfindahl Index w o u ld increase
fro m .2208 (4.53 equivalency) to .2646 (3.78 equivalency) in term s of tim e and
savings deposits, and from .2302 (4.34 equivalency) to .2714 (3.68 equivalency)
in term s of total deposits.
The B erlin-G orham banking m arket has experienced a significant am ount of
m erger a ctivity d uring the past several years. For example, in 1980 The Saver's
Bank, Littleton, New Ham pshire (deposits of $85.1 m illio n as of M arch 31,198 1),
merged w ith W h ite M o u n ta in Bank and T rust Company, Gorham , New Hamp
shire. M oreover, B erlin City Bank, the largest in s titu tio n in the market, recently
received approval to merge w ith People's National Bank of Groveton, N orth
um berland, New Ham pshire (deposits of $6.8 m illio n as of M arch 3 1 ,1 9 8 1 ). It
may be argued th a t a m erger of A p plica nt w ith a nother in s titu tio n is necessary
fo r A pp lica n t to com pete more effe ctively w ith these larger in stitu tio n s, espe

109

cia lly in vie w of its declin in g net incom e. Nonetheless, a m erger w ith a sm aller
in s titu tio n or one outside th is m arket w o u ld have fe w e r overall anticom petitive
effects than a m erger w ith Bank.
The proposed m erger w ill e lim inate direct com petition and increase concen
tra tio n levels s ig n ific a n tly in the B erlin-G orham market. We therefore conclude
th a t the m erger w ould have a sig n ifica n tly adverse effect on com petition.
Basis for Corporation Approval, Novem ber 2 3 , 1981
Gorham Savings Bank, G orham , N ew Ham pshire ("G S B ” ), an insured m utual
savings bank w ith total resources of $ 1 5 ,8 5 5 ,0 0 0 and total deposits of
$ 14,432,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge w ith
the Berlin Co-operative Bank, Berlin, N ew Ham pshire ("B e rlin Bank"), a nonFDIC insured fin a n cia l in s titu tio n w ith total resources of $ 3 4 ,7 8 1 ,0 0 0 and total
deposits of $ 3 2 ,5 4 5 ,0 0 0. The transaction w o u ld be effected under the charter of
B erlin Bank and w ith the title of "The Home Cooperative B ank." Deposits of the
re su lta n t in s titu tio n w o u ld be insured by the Federal Savings and Loan In su r
ance Corporation.
Com petition
GSB operates its sole office in the to w n of G orham (1980 population 3,322)
w h ich is located in southeastern Coos County, N ew H am pshire's northernm ost
county. B erlin Bank operates its m ain office in the nearby city of B erlin (1980
population 13,084) and one branch in G orham . The Gorham office, w h ich is
located only o ne -h alf m ile from GSB's office, is scheduled to be closed.
Both banks operate in the same banking m arket, w h ich is approxim ated by the
area w ith in a 10-15 m ile radius of the to w n of Gorham and th e city of Berlin. The
area is surrounded by m ountainous te rra in w h ich effectively isolates the market.
In th is relevant m arket, th re e th r ift in s titu tio n s and tw o com m ercial banks
operate six offices and hold aggregate total deposits of approxim ately $116
m illio n . GSB is the sm allest, in term s of total assets, am ong these local com peti
tors and has been experiencing an eroding m arket share. In addition, there are
also tw o credit unions represented in the area and they control approxim ately
$ 1 7 ,5 0 0 ,0 0 0 in deposits. The effect of the loss of existing com petition betw een
the proponents is m itigated by the relatively modest volum e of deposits involved,
the com petition afforded by nonbank fin a n cia l in s titu tio n s and the nature of the
market area. M oreover, it is fe lt th a t the resulting in stitu tio n w ill be in a better
position to more e ffectively com pete w ith the larger in s titu tio n s presently
represented in the relevant m arket, and consum m ation of the proposed tra n sa c
tio n w ill rem ove the home office protection presently afforded Gorham Savings
Bank.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
GSB and B erlin Bank have satis fa c to ry fin a n c ia l and m anagerial resources for
the purposes of th is proposal and the resu ltan t institu tio n , through anticipated
econom ies of scale, appears to have more favorable fu tu re prospects than those
of the tw o in s titu tio n s operating separately.
Convenience and Needs of the C om m unity to be Served
Consum m ation of the proposed transaction w ill have little effect on the level or
pricing of fin a n cia l services in the area served by the proponents. Considerations
relating to convenience and needs of the co m m u n ity to be served are consistent
w ith approval of the application.

110

A review of available info rm a tion , including the C om m unity Reinvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

Resources
(in thousands
of dollars)

Plymouth Guaranty Savings Bank
Plymouth, New Ham pshire

Banking offices
in operation
Before

62,062

5,848

A fter

to purchase assets and assume the deposit
liabilities o f

Granite State Trust Company
Lincoln, New Ham pshire

Sum m ary report by Attorney General, October 2 3 , 1981
W e have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 3 0 , 1981
Plym outh G uaranty Savings Bank, Plym outh, New Ham pshire ("PG SB"), an
insured state-chartered fin a n cia l in s titu tio n w ith total resources of $62,06 2,000
and total IPC deposits of $55,39 7,000, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's prior
consent to purchase the assets of and assum e the lia b ility to pay deposits made
in G ranite State Trust Company, Lincoln, New Ham pshire ("GSTC"), an insured
state nonm em ber bank w ith total resources of $ 5 ,8 48 ,000 and total IPC deposits
of $4,950,000. Incident to the transaction, the tw o existing offices of GSTC w ill
be established as branches of the re sulta nt in stitu tion.
Com petition
PGSB, established in 1899, operates tw o offices in the v ic in ity of the to w n of
Plym outh (19 8 0 p opulation 5,094) in southern G rafton County in north-central
New Ham pshire. Plym outh is located in the fo o th ills of the W hite M ountains
approxim ately 45 road m iles north of Concord. GSTC, established in 1963 to
provide banking service in a relatively rem ote area of the W hite M ountains,
operates its m ain office in the to w n of Lincoln (1980 population 1,313, a 2.1
percent decrease from 1 970) and a de novo branch in the neighboring co m m u n
ity of North W oodstock. Both co m m u nitie s are located in th e m ountainous north
central portion of G rafton County and are approxim ately 20 road m iles north of
Plymouth.
The co m m un ities of Lincoln and North W oodstock are located at the c o n flu
ence of three river valleys, surrounded by several m ountain peaks w h ich have
elevations approaching the 5 ,0 00 foot level. Such te rra in features effectively
localize th e banking m arket, as year-round travel is in hibited except in a northsouth direction. This relevant m arket is som ew hat isolated w ith a perm anent
population of less th an 5,000. The local economy, still im pacted by the 1980
closing of a paper m ill, is subject to d ram atic econom ic flu c tu a tio n s due to its
rem aining dependence upon w in te r sports-oriented activities at nearby ski
resorts.
GSTC is the only banking organization located in th is relevant market, w ith the

111

next closest banking fa c ility located approxim ately 15 road m iles south of
Lincoln. There is no evidence of any m aterial volum e of direct com petition
betw een PGSB and GSTC, the re fo re , the proposed acquisition w o u ld have no
sig n ifica n t effect upon existing com petition.
New Ham pshire statutes (revised in 1979) perm it statew ide de novo branch
expansion into co m m u n itie s w ith a population of greater than 25,000. This
population re striction w ill be lifted in June of 1982. In sm aller com m unities such
as Lincoln, how ever, several re strictio n s on de novo entry are set fo rth w h ich
w ould effectively preclude PGSB's de novo entry u n til the com m unity's popula
tio n increases to 2,500. The m arket's sparse population and lim ited econom ic
significance w o u ld be additional de terrents to such de novo expansion into the
area. The potentia l fo r a m eaningfu l level of com petition to develop betw een the
proponents in th e foreseeable fu tu re is lim ited, and its loss w o u ld have no
sig n ifica n t adverse com petitive effect.
PGSB holds only a 1.5 percent share of New H am pshire's th rift in s titu tio n
deposits, ranking it as the 24th largest of 48 insured th rift institutions. Its share
of the com bined th rift in s titu tio n and com m ercial bank deposit base is less than
1.0 percent. GSTC is the state's second sm allest com m ercial bank, holding only
0.2 percent of the com m ercial bank deposit base and less than 0.1 percent of the
com bined th rift in s titu tio n and com m ercial bank deposits in New Hampshire. In
light of the modest volum e of deposits and banking business involved, consum
m ation of the proposed transaction w ould have no adverse effect upon the
stru ctu re of e ither th rift in s titu tio n s or com m ercial banks, nor w ould it have any
m aterial im pact upon the level of concentratio n of fin a n cia l resources in any
relevant area.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
GSTC is in a w eakened condition w ith co n tin u in g operating losses. Its re so u r
ces are declin in g and its fu tu re prospects as an independent e n tity are lim ited.
PGSB has satisfactory fin a n cia l and m anagerial resources w ith profitable opera
tio n s and an acceptable level of capitalization. The re sultant in s titu tio n w ill be
able to provide the fra m e w ork w ith in w h ich the problem s facing GSTC may be
addressed, and w ould appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of the proposed tra nsa ction w ill result in the replacing of tw o
sm all com m ercial banking offices w ith offices of a relatively larger and stronger
fin a n cia l in s titu tio n w h ic h essentially fu n ctio n s as a th rift in stitu tio n under New
H am pshire statutes. W h ile the re su lta n t in s titu tio n does not offer some of the
deposit services now available at GSTC's offices, those custom ers directly
affected w ill be offered com parable depository services. A dditionally, PGSB w ill
be able to o ffe r some other services w h ic h are not available at GSTC, as w e ll as a
generally low er interest charge on some consum er-oriented loans. The num ber
of custom ers w h ic h w o u ld be adversely im pacted by these changes is sm all, and
the tra n sa ctio n w o u ld serve to assure the co n tin u a tio n of banking service in the
Lincoln-N orth W oodstock com m unity. C onsiderations relating to the conven
ience and needs of th e co m m u n ity to be served are consistent w ith approval of
the application.
A review of available in fo rm atio n, including the C om m unity R einvestm ent Act
Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su ltan t in s titu tio n is expected to continue to meet the credit needs
of its entire com m unity, consistent w ith its safe and sound operation.

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112
Federal Reserve Bank of St. Louis

Based on the foregoing, the Board of D irectors is of the opinion th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

California Valley Bank
Fresno, C alifornia

42,407

Banking offices
in operation
Before

A fter

to purchase assets and assume the deposit
liabilities of

Woodland office of Cache Creek Bank
W oodland, C alifornia

6,436*

‘ Total IPC deposits to be tranferred from
Cache Creek Bank. Assets not reported by office.

Sum m ary report by Attorney General, no report received
Basis for Corporation Approval, Novem ber 3 0 , 1981
C alifornia Valley Bank, Fresno, C alifornia ("A p p lica n t"), an insured state
nonm em ber bank w ith total resources of $ 4 2 ,4 0 7 ,0 0 0 and total IPC deposits of
$31,41 5,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's consent to purchase the
assets of and assum e the lia b ility to pay deposits made in the W oodland office of
Cache Creek Bank, W oodland, C alifornia ("O th e r Bank"), also an insured state
nonm em ber bank, w ith total resources of $1 3,4 3 1,000 and total IPC deposits of
$9,752,000. The W oodland office of O ther Bank has total resources of approxi
m ately $ 6 ,9 5 8 ,0 0 0 and total IPC deposits of $ 6 ,4 3 6 ,0 0 0 and w ould be estab
lished as a branch of A pplicant. O ther Bank has received consent to interchange
its m ain office in W oodland and its branch office in Sacram ento so th a t Other
Bank w ould be headquartered in Sacramento.
Com petition
A pplica nt operates its m ain office in Fresno, one branch in Sacramento, and
one branch in Visalia. O ther Bank has its main office in W oodland and one
branch in Sacram ento. The relevant m arket in w h ich to assess the com petitive
im pact of the proposed transaction is regarded as the city of W oodland, w hich
had a 1980 population of 30,235.
The m arket areas of A p plican t and O ther Bank overlap only in Sacram ento,
w h ich is separate and distin ct from the relevant market, and the proposed
acquisition w o u ld have no s ig n ifica n t effect upon existing com petition between
the proponents.
A p p lica n t is perm itted, under existing C alifornia statutes, to branch de novo
into the W oodland relevant m arket and, as such, the proposed transaction is
regarded as e lim in a tin g the possibility fo r increased com petition to develop
betw een the proponents at some fu tu re tim e. In lig h t of the nom inal volum e of
business involved and the dom inance of some of the state's largest banks in the
market, the loss of th is potential is view ed as having no adverse com petitive
impact.
A total of seven com m ercial banks, including O ther Bank, each operate one
banking office in the relevant market. The m arket is dom inated by Bank of
A m erica, N ational Trust and Savings A ssociation and W ells Fargo Bank together
c o n tro llin g nearly 75 percent of the m arket area's IPC deposits as of June 30,
1980. O ther Bank's W oodland office has only 4.1 percent of the market area's

113

IPC deposits and has not, a fte r alm ost six years of operation, established a
sig n ifica n t m arket penetration. The proposed transaction w ould have no adverse
im pact upon th e s tru ctu re of com m ercial banking nor, in lig h t of the modest
volum e of deposits being acquired, w o u ld it have any m aterial effect upon the
level of concentration of banking resources in any relevant area.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of th e country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
A p p lica n t's fin a n cia l and m anagerial resources are regarded as satisfactory.
The im pact of the proposed acquisition w ould be modest, and the A pplicant
w o u ld appear to have favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tra nsaction w ou ld result in no m aterial change in the level or
pricing of com m ercial banking services in the co m m unity to be served. Consid
erations relating to the convenience and needs of the com m unity to be served
are regarded as consistent w ith approval of the application.
A review of available inform a tion , including the C om m unity Reinvestm ent Act
S tatem ents of the proponents and other relevant m aterial, disclosed no incon
sistencies w ith the purposes of the A ct. The A p p lica n t is expected to continue to
meet the credit needs of its e n tire com m unity, consistent w ith the safe and
sound operation of the bank.
Based on the foregoing, the Board of D irectors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

The Northw estern Bank
North W ilkesboro, North Carolina

1,828,728

Banking offices
in operation
Before

175

A fter

180

to merge w ith

G atew ay Bank
Greensboro, North Carolina

44,373

Sum m ary report by Attorney General, October 2 3 , 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 3 0 , 1981
The N orthw estern Bank, North W ilkesboro, North Carolina, an insured state
non m em ber bank w ith total resources of $ 1 ,8 2 8 ,7 2 8 ,0 0 0 and total IPC deposits
of $ 1,366,707,000, has applied, pursuant to Section 18(c) and other provisions
of the Federal Deposit Insurance Act, fo r the C orporation's prior consent to
merge, under its charte r and title , w ith G atew ay Bank, Greensboro, North
Carolina, an insured state nonm em ber bank w ith total resources of $44,37 3,000
and total IPC deposits of $33,84 9,000. Incident to the transaction, the five
existing offices of G atew ay Bank w ould be established as branches of the
resultant bank, w h ich w ould then operate a total of 180 full-service offices.
Com petition
The N orthw estern Bank operates 175 full-se rvice offices th rougho ut the
w estern ha lf of North C arolina, and also operates one foreign branch. Gateway
Bank prese ntly operates five offices, all of w h ic h are in the city of Greensboro in
G uilford County. Gatew ay Bank also has regulatory approval to open another

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114
Federal Reserve Bank of St. Louis

branch to be located in Greensboro.
G uilford County had a 1980 population of 317,154, an increase of nearly 10
percent in the past decade. The city of G reensboro is the center of population for
th e county, w ith approxim ately 1 5 5,60 0 persons. There were, at June 3 0 ,1 9 8 0 ,
14 banks operating 91 offices in G uilford County, w ith total IPC deposits aggre
gating $899,4 68 ,00 0. Of these deposits, G atew ay Bank held the 6th largest
share - 2.9 percent, and The N orthw estern Bank the 8th largest share - 2.2
percent. C onsum m ation of th e proposed tra n saction w o u ld result in The
N orthw estern Bank assum ing G atew ay Bank's present 6th place w ith a 5.1
percent share. The N orthw e ste rn Bank operates five branches in the city of
Greensboro, and th e ir presence indicates th a t the tw o banks do com pete w ith
one another. The am ount of com petition is modest, however, in light of the
dom inance of tw o of North C arolina's largest banks co ntrolling nearly 60 percent
of the total IPC deposits in G uilford County. The loss of the existing com petition is
not considered to be of sig nifica nce as th e re are num erous banking alternatives
in the city of Greensboro and in the county, nor w ould there be any significant
im pact upon the stru ctu re of com m ercial banking in either area.
North Carolina statutes perm it statew ide branching. Therefore, Gateway Bank
could expand de novo into other areas in the state w here The N orthw estern Bank
operates. G atew ay Bank's approved unopened branch in Greensboro w ill be
abandoned by The N orthw estern Bank if the proposal is consum m ated. The
proposed tra n saction w ill e lim in a te th is potentia l fo r com petition to increase
fu rth e r betw een the proponents. The loss of th is potential com petition is not
considered significant, however, in ligh t of the modest share of deposits held by
the proponents and the existence of num erous com petitors.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a m onopoly or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
The fin a n cia l and m anagerial resources of The N orthw estern Bank and G ate
w ay Bank are satisfactory, and fu tu re prospects of the resultant bank are
favorable.
Convenience and Needs of the C om m unity to be Served
C onsum m ation of th e proposed tran sa ctio n w ill have little effect on the level
and pricing of com m ercial banking services in the areas served by the propo
nents. Considerations relating to convenience and needs of the com m unity to be
served are, however, consistent w ith approval of th is application.
A review of available in form atio n, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
en tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of D irectors has concluded th a t approval of
the application is w arranted.

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Resources
(in thousands
of dollars)

Farmers Bank of the State of Delaware
Dover, Delaware
(change title to Farmers Bank)

473,785

Banking offices
in operation
Before

A fter

to merge w ith

Girard Interim Bank
(in organization)
W ilm ington , Delaware

—

Sum m ary report by Attorney General, Septem ber 18, 1981
The proposed m erger is part of a plan throu gh w h ich the Farmers Bank of the
State of D elaw are w o u ld become a subsidiary of The G irard Company, a bank
holding com pany. The in sta n t tra n sactio n w ould m erely com bine an existing
bank w ith a non-operating institu tio n ; as such, and w ith o u t regard to the acquisi
tio n of the surviving bank by The G irard Company, it w ould have no effect on
com petition.
Basis for Corporation Approval, November 3 0 , 1981
P ursuant to Sections 18(c) and 18(i) and other provisions of the Federal
Deposit Insurance Act, Farm ers Bank of the State of Delaware, Dover, Delaware
("F arm ers"), an insured state nonm em ber bank w ith total resources of
$ 4 7 3 ,7 8 5 ,0 0 0 and total IPC deposits of $ 24 0,5 53,000, has applied fo r the
C orporation's prior consent to merge, under its charter and w ith the title
"F arm ers B an k," w ith G irard Interim Bank, W ilm in g to n , D elaw are ("N ew
Bank"), a noninsured state bank in organization. In conjunction w ith the pro
posed tran sactio n, outstanding com m on and preferred stock of Farm ers w ill be
retired.
Form ation of N ew Bank and the m erger transaction are being effected solely to
enable The G irard Company, a Pennsylvania-based bank holding company, to
acquire all of the voting shares of the com m ercial bank resulting from the
proposed transaction. The Board of Governors of the Federal Reserve System
approved the acquisition on November 24, 1981.
The proposal, per se, w ill not a lter the com petitive stru ctu re of com m ercial
banking in the m arkets served by Farmers or sig n ifica n tly change the services
w h ich Farm ers has provided in the past. A ll facts required to be considered
pertinent to the application have been favorably resolved.
A review of available in form ation, including the C om m unity R einvestm ent Act
S tatem ent of Farmers disclosed no inconsistencies w ith the purposes of the Act.
The re su lta n t bank is expected to co ntin ue to meet the credit needs of its entire
com m unity, consistent w ith the safe and sound operation of the institution.
Based on the foregoing, the Board of D irectors is of the opinion th a t approval of
the application is w arranted.

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Federal Reserve Bank of St. Louis

Resources
(in thousands
of dollars)

Bank of Greenville
G reenville, Florida
(change title to Bank of M adison County)

Banking offices
in operation
Before

13,570

17,284

After

to merge w ith

Bank of Madison
M adison, Florida

Sum m ary report by Attorney General, Novem ber 6, 1981
We have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Novem ber 3 0 , 1981
Bank of G reenville, G reenville, Florida, an insured state nonm em ber bank
w ith total resources of $ 1 3 ,5 7 0 ,0 0 0 and total IPC deposits of $9,666,000, has
applied, pursuant to Section 18(c) and other provisions of the Federal Deposit
Insurance A ct, fo r the C orporation's prior consent to merge w ith Bank of M adi
son, M adison, Florida, an insured state nonm em ber bank w ith total resources of
$ 1 7 ,2 8 4 ,0 0 0 and total IPC deposits of $15,454,000, under the charter of Bank of
G reenville and w ith the title "B a nk of M adison C ounty," and to establish the sole
office of Bank of M adison as a branch of the resultant bank, w h ich w ould then
operate tw o offices. Incident to the proposed transaction, the m ain office loca
tion w ould be redesignated to the present m ain office site of Bank of Madison.
Com petition
Bank of G reenville, established in 1905, operates its sole office in the city of
G reenville in w estern M adison County. Bank of M adison operates its sole office
in the city of M adison in central M adison County, some 13 m iles east of
Greenville.
Essentially, the m erger represents a corporate reorganization. Bank of M adi
son w as organized in 1972 under the direction and guidance of the m anagem ent
of Bank of G reenville at a tim e w hen Florida law did not provide fo r full-service de
novo branches. The tw o participating banks have three directors com mon to
both, one of w hom is chairm an of both banks. Thus, there is no existing com peti
tion between them .
A lthoug h the participating banks could the oretica lly compete w ith each other
th ro u g h d is a ffilia tio n , due to the nature of the origin of th e ir com m on m anage
m ent and control, th is is very unlikely. A ccordingly, th is m erger w ould e lim inate
no significa nt potential com petition betw een the proponents.
The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in re straint of trade.
Financial and Managerial Resources; Future Prospects
Bank of G reenville and Bank of M adison have satisfactory financial and
m anagerial resources, and the re s u lta n t bank is anticipated to have favorable
fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
Services to be offered by the resu ltan t bank w ould not d iffe r m aterially from
those presently offered by each proponent. C onsiderations relating to conven
ience and needs of the co m m u n ity to be served are, however, consistent w ith
approval of the application.
DigitizedA review of available inform ation, including the C om m unity Reinvestm ent Act
for FRASER

117

Statem ents of the proponents, disclosed no inconsistencies w ith the purposes of
the Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded that approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Central Savings Bank
New York (M anhattan), New York
(change title to Harlem Savings Bank)

Banking offices
in operation
Before

918,649

833,942

A fter

to merge w ith

Harlem Savings Bank
New York (M anhattan), New York

Approved under emergency provisions, no report requested from Attorney
General.
Basis for Corporation Approval, Decem ber 4, 1981
Central Savings Bank, New York (M anhattan), N ew York, an insured m utual
savings bank w ith total resources of $9 1 8,6 4 9,000, has applied, pursuant to
S ection 18(c) of the Federal Deposit Insurance A ct, fo r the C orporation's prior
consent to merge w ith Harlem Savings Bank, New York (M anhattan), New York,
an insured m utual savings bank w ith total resources of $833,942,000, under the
charter and title of Harlem Savings Bank. As an in c id e n tto th e proposed merger,
the m ain office, seven branches and one public accom m odation office of Central
Savings Bank w o uld be established as eight branches and one public accom m o
dation office of Harlem Savings Bank.
The Board of D irectors has determ ined th a t the Corporation m ust act im m e
diately in order to prevent the probable fa ilu re of Central Savings Bank.
Based on th is fin din g the proposed m erger is approved. Under Section 18(c)(6)
of the Federal Deposit Insurance Act, the transaction may be consum m ated
im m ediately.
Banking offices
in operation

Resources
(in thousands
of dollars)

The Buffalo Savings Bank
Buffalo, New York

Before

A fter

2,906,807

1,437,702

to merge w ith

Union D im e Savings Bank
New York (M anhattan), New York

Approved under em ergency provisions, no report requested from Attorney
General.
Basis for Corporation Approval, Decem ber 1 8 , 1981
The Buffalo Savings Bank, Buffalo, New York, an insured m utual savings bank
w ith total resources of $2 ,906 ,807,000, has applied, pursuant to Section 18(c) of
the Federal Deposit Insurance Act, fo r the C orporation's prior consent to merge
w ith Union Dime Savings Bank, N ew York (M anhattan), New York, an insured

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118
Federal Reserve Bank of St. Louis

m utual savings bank w ith total resources of $ 1,437 ,702,000, under the charter
and title of The B uffalo Savings Bank. As an incident to the proposed m erger, the
nine offices of Union Dime Savings Bank w ould be established as branches of
The Buffalo Savings Bank.
The Board of D irectors has determ ined th a t the C orporation m ust act im m e
diately in order to prevent the probable fa ilu re of Union Dime Savings Bank.
Based on th is fin d in g the proposed m erger is approved. Under Section 18(c)(6)
of the Federal Deposit Insurance Act, the transaction may be consum m ated
im m ediately.
Resources
(in thousands
of dollars)

The State Bank
Fort Dodge, Iowa

Banking offices
in operation
Before

101,358

10,214

A fter

to acquire assets and assume deposit
liabilities of

Iowa State Bank and Trust Company
Dayton, Iowa

Sum m ary report by Attorney General, Novem ber 2 7 , 1981
W e have review ed th is proposed transaction and conclude th a t it w ould be not
sig n ifica n tly adverse to com petition.
Basis for Corporation Approval, Decem ber 2 1 , 1981
The State Bank, Fort Dodge, Iowa, an insured state nonm em ber bank w ith total
resources of $ 1 0 1 ,3 5 8 ,0 0 0 and total IPC deposits of $78,27 0,000, has applied,
pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance
Act, fo r the C orporation's consent to acquire the assets of and assum e the
lia b ility to pay deposits made in Iowa State Bank and Trust Company, Dayton,
Iowa, Dayton, Iowa ("IS B ” ), an insured state nonm em ber bank w ith total resour
ces of $ 1 0 ,2 1 4 ,0 0 0 and to ta l IPC deposits of $8,968,000, and to establish the
sole office of ISB as a branch. The State Bank w o u ld then operate a total of fo u r
offices.
Principals holding stock and m anagerial control of The State Bank have made
an agreem ent to purchase the shares of ISB owned by its m ajor shareholder.
Upon a cqu isitio n of those shares, and in addition to the shares already ow ned,
these same principals w ould then exercise stock and m anagerial control over
ISB. Notice of A cq u isitio n of Control of ISB w as filed w ith the Corporation on
A ugust 12, 1981, and fa cto rs re latin g to th is a ffilia tio n w ere evaluated by the
Corporation pursuant to The Change in Bank Control A ct (12 U.S.C. 1817(j)).
The proposed a ffilia tio n by com m on control of The State Bank and ISB was
found to have no s ig n ifica n t adverse com petitive consequences. ISB serves a
sm all localized rural m arket in and around the co m m u n ity of Dayton (1980
population 941). The closest com m ercial bank to ISB is located some 11 road
distant. The State Bank is located approxim ately 21 road m iles from ISB. A letter,
indicating the C orporation's in te n t not to disapprove the proposed change of
control, was issued on Septem ber 9, 1981.
Com petition
Having previously concluded th a t there w as no sig n ifica n t existing or potential
com petition betw een The State Bank and ISB, the Corporation has determ ined
th a t consum m ation of th is proposed tra n sa ction w o u ld not seriously im pact
com petition in the Dayton area.

119

The Board of D irectors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The State Bank and ISB have satisfactory fin a n cia l and m anagerial resources,
and the resulta nt bank has favorable fu tu re prospects.
Convenience and Needs of the C om m unity to be Served
The proposed tran saction w o u ld resu lt in the custom ers of ISB being offered a
w id e r range of com m ercial banking services, including a substantia lly higher
lending lim it, tha n presently available. Considerations relating to the conven
ience and needs of the co m m u n ity to be served are consistent w ith approval of
the application.
A review of available in form ation, including the C om m unity Reinvestm ent Act
S tatem ents of the proponents, disclosed no inconsistencies w ith the purposes of
th e Act. The re su lta n t bank is expected to continue to meet the credit needs of its
e n tire com m unity, consistent w ith the safe and sound operation of the
in stitu tio n .
Based on the foregoing, the Board of Directors has concluded th a t approval of
the application is w arranted.
Resources
(in thousands
of dollars)

Com m ercial Bank
Thom asville, Georgia

Banking offices
in operation
Before

62,737

9,826

After

to purchase assets and assume deposit
liabilities of

Peoples Banking Com pany
Boston, Georgia

Approved under emergency provisions. No report requested from Attorney
General.
Basis for Corporation Approval, March 17, 1981
C om m ercial Bank, Thom asville, Georgia, an insured state nonm em ber bank
w ith total resources of $6 2,73 7,000, has applied, pursuant to Section 18(c) and
other provisions of the Federal Deposit Insurance Act, fo r the C orporation's
consent to purchase the assets of and assum e the lia b ility to pay deposits made
in Peoples Banking Company, Boston, Georgia, an insured state nonm em ber
bank w ith total resources of $9,826,000. Incident to the transaction, the sole
office of Peoples Banking Company w o u ld become a branch of Com m ercial
Bank.
As of M arch 17, 1981, Peoples Banking Company had deposits of approxi
m ately $ 7 ,4 0 0 ,0 0 0 and operated one office. On M arch 17, 1981, the Federal
Deposit Insurance C orporation w as appointed as Receiver of Peoples Banking
Company.
The Board of D irectors finds th a t the fa ilu re of Peoples Banking Company
requires it to act im m ediately and thus w aives publication of notice, dispenses
w ith the so licita tio n of com petitive reports fro m other agencies, and authorizes
the transaction to be consum m ated im m ediately.

http://fraser.stlouisfed.org/
120
Federal Reserve Bank of St. Louis

M erger transactions w ere involved in the acquisitions of banks by holding
com panies in the fo llo w in g approvals in 1981. In each instance, the A ttorney
G eneral's report stated th a t the proposed transaction w o u ld have no effect on
com petition. The C orporation's basis fo r approval in each case stated th a t the
proposed transaction w ould not, per se, change the com petitive stru ctu re of
banking, nor a ffe c tth e banking services th a t the (operating) bank has provided in
the past, and th a t all other factors required to be considered pertinent to the
application w ere favorably resolved.
S unbelt S tate Bank, B row nw ood, Texas, in organization (resources $0); to
m erge w ith The S o u th w e s t S ta te Bank, B ro w n w o o d , Texas (resources
$41,119,000). Approved January 12.
CG Bank, Cary, Illinois, in organization (resources $88,000); to merge w ith
S uburban Bank o f Cary-Grove, Cary, Illin o is (resources $27,119,000). Approved
January 22.
F irs t S ta te B a nk o f E a st D e tro it, East D e tro it, M ic h ig a n (re so u rce s
$110,463,000); to consolidate w ith F.S.B. Bank, East Detroit, M ichigan, in
organization (resources $120,000). Approved January 23.
Jersey Village Bank, Houston, Texas (resources $18,819,000); to merge w ith
N e w Jersey Village Bank, Houston, Texas, in organization (resources $200,000).
Approved January 27.
The FTB Third Bank, W est Union, Ohio, in organization (resources $6,902,000);
to purchase the assets and assum e the deposit lia b ilitie s of The Farm ers Bank,
W est Union, Ohio (resources $36,363,000). Approved January 28.
First State Bank & Trust Company, Valdosta, Georgia (resources $51,711,000);
to merge w ith F irst S tate In te rim Company, Valdosta, Georgia, in organization
(resources $0). Approved February 9.
The Bank o f San Diego, San Diego, C alifornia (resources $32,358,000); to
merge w ith BSD M erge r Company, San Diego, C alifornia, in organization
(resources $0). Approved Feburary 19.
S pring B ranch Bank, Houston, Texas (resources $159,9 14,000); to merge
w ith Katy S tate Bank, Houston, Texas, in organization (resources $200,000).
Approved February 24.
M ontgom ery County Bank, C raw fordsville, Indiana, in organization (resources
$200,000); to merge w ith E lston Bank & Trust Company, C raw fordsville, Indiana
(resources $100,921,000). Approved February 25.
Republic Bank o f Edgewood. Countryside, Illinois, in organization (resources
$87,500); to m erge w ith Edgew ood Bank, Countryside, Illin o is (resources
$50,872,000). Approved M arch 3.
Texas Bank o f Beaum ont. Texas, Beaum ont, Texas (resources $40,718,000);
to merge w ith D ow len Bank, Beaum ont, Texas, in organization (resources
$203,000). Approved M arch 3.
Valley View Bank, Dallas, Texas (resources $59,196,000); to merge w ith N ew
Valley V iew Bank, D allas, Texas, in o rg a n iz a tio n (resources $ 2 0 0 ,0 0 0 ).
Approved M arch 10.
W indsor Park Bank, San A n to nio , Texas (resources $70,050,000); to merge
w ith N ew W indsor Park Bank, San A ntonio, Texas, in organization (resources
$200,000). Approved M arch 12.
The Bank o f S outh Texas, A lice, Texas (resources $116,718,000); to merge
w ith N ew Bank o f S outh Texas, Alice, Texas, in organization (resources
$100,000). Approved M arch 13.
C o lu m b u s B a nk a n d T ru st C om pany, C o lu m b u s, G eorgia (re so u rce s
$265,250,000); to merge w ith The N ew CB&T Second M ortgage Company,

121

Columbus, Georgia, in organization (resources $663,000). Approved M arch 20.
Peoples B anking Com pany o f M a rtin s Ferry, Ohio, M a rtin s Ferry, Ohio, in
organization (resources $312,500); to merge w ith The Peoples Savings Bank
Company, M artins Ferry, Ohio (resources $55,008,000). Approved M arch 24.
P utnam C ounty Bank, Roachdale, Indiana, in organization (resources
$100,000); to merge w ith Tri-County Bank & Trust Company, Roachdale, Indiana
(resources $29,966,000). Approved M arch 24.
F irst Citizens Bank, G lennville, Georgia (resources $15,737,000); to merge
w ith FCB-lnterim , Inc.. G lennville, Georgia, in organization (resources $1,000).
Approved M arch 31.
Porter County Bank, Valparaiso, Indiana, in organization (resources $200,000);
to merge w ith N o rth ern Indiana Bank and Trust Company. Valparaiso, Indiana
(resources $180,844,000). Approved A p ril 8.
Cornelia Bank, Cornelia, Georgia (resources $45,059,000); to merge w ith
C om m unity Interim . Inc.. Cornelia, Georgia, in organization (resources $0).
Approved A p ril 16.
The Bank o f N ewport, N ewport, Oregon (resources $71,033,000); to merge
w ith In te rim Bank o f N ewport, Newport, Oregon, in organization (resources
$10,000). Approved A p ril 10.
Bank o f the South, Clayton County, Forest Park, Georgia, in organization
(resources $500); to consolidate w ith Bank o f Forest Park, Forest Park, Georgia
(resources $54,821,000), and Bank o f the South, Riverdale, Georgia (resources
$43,889,000). Approved A p ril 23.
The Citizens & S o uth ern Bank o f M illedgeville, M illedgeville, Georgia (resour
ces $47,34 3,000); to merge w ith C&S Interim , Inc., M illedgeville, Georgia, in
organization (resources $500). Approved A p ril 23.
C entral Park Bank, San A nto nio , Texas (resources $112,322,000); to merge
w ith N ew C en tra l Park Bank, San A n to n io , Texas, in organization (resources
$200,000). Approved A p ril 27.
The C o m m e rcia l N a tio n a l B ank o f B eeville, B eeville, Texas (resources
$52,383,000); to consolidate w ith The C om m ercial Bank o f Beeville, Beeville,
Texas, in organization (resources $75,000). Approved A p ril 28.
Bank o f Oregon, W oodburn, Oregon (resources $ 123,392,000); to merge w ith
In te rim Bank o f Oregon. W oodburn, Oregon, in organization (resources $10,000).
Approved A p ril 30.
The Farm ers Bank, Douglas, Georgia (resources $57,221,000); to merge w ith
S outhern In te rim Company, Douglas, Georgia, in organization (resources $0).
Approved May 7.
F irst State Bank o f M athis, M athis, Texas (resources $18,916,000); to merge
w ith N ew F irst S tate Bank o f M athis, M athis, Texas, in organization (resources
$50,000). Approved May 14.
The M urfreesboro Bank & Trust Company, M urfreesboro, Tennessee (resour
ces $130,128,000); to merge w ith M BT Bank, M urfreesboro, Tennessee, in
organization (resources $1,000). Approved May 14.
C om m unity Bank, Bad Axe, M ichigan (resources $83,476,000); to consolidate
w ith CB Bank, Bad Axe, M ichigan, in organization (resources $120,000).
Approved M ay 14.
G reens Road S tate Bank, Houston, Texas, in organization (resources
$200,000); to merge w ith G reenspoint Bank. Houston, Texas (resources
$59,687,000). Approved M ay 15.
Orange Bank, Orange, Texas (resources $45,652,000); to merge w ith First
Orange Bank. Orange, Texas, in organization (resources $100,000). Approved
M ay 22.

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N o rth w e st Bank, Oil City, Pennsylvania, in organization (resources $305,000);
to merge w ith N o rth w e st Pennsylvania Bank & Trust Co., Oil City, Pennsylvania
(resources $404,606,000). Approved May 29.
Citizens S ta te -In te rim Bank, Kingsland, Georgia, in organization (resources
$0); to m erge w ith C itizens S tate Bank, Kingsland, Georgia (resources
$4,037,000). Approved M ay 29.
A lm a E xchange -Interim Bank a nd Trust, A lm a, Georgia, in organization
(resources $0); to m erge w ith A lm a Exchange Bank & Trust, Alm a, Georgia
(resources $18,433,000). Approved May 29.
Planters Trust & Savings Bank o f Opelousas, Opelousas, Louisiana (resources
$68,644,000); to merge w ith N e w Planters Trust a nd Savings Bank, Opelousas,
Louisiana, in organization (resources $150,000). Approved June 1.
A B T Bank and Trust Company, Lafayette, Louisiana, in organization (re
sources $300,000); to merge w ith A m erican Bank and Trust Company, Lafayette,
Louisiana (resources $203,820,000). Approved June 1.
G reater H ouston Bank, Houston, Texas (resources $149,485,000); to merge
w ith N e w G reater H ouston Bank, Houston, Texas, in organization (resources
$200,000). Approved June 1.
O hio V alley S tate Bank, H anover, Ind ia na , in o rg a n iza tio n (resources
$100,000); to merge w ith The M adison Bank & Trust Company, Madison,
Indiana (resources $102,285,000). Approved June 4.
First State Bank and Trust Company, Albany, Georgia (resources $111,301,000);
to merge w ith F irst State In te rim Corporation, Albany, Georgia, in organization
(resources $0). Approved June 11.
First Interstate Bank o f A lbuquerque, Albuquerque, New Mexico (resources
$156,5 1 8 ,0 00 ); to consolidate w ith N e w Bank o f N ew M exico, A lbuquerque,
New Mexico, in organization (resources $500,000). Approved June 22.
F irst State Bank at Gallup, G allup, New M exico (resources $81,548,000); to
consolidate w ith N ew F irst State Bank at Gallup, Gallup, New Mexico, in
organization (resources $500,000). Approved June 22.
F irst Bank and Trust, Carnesville, Georgia (resources $21,596,000); to merge
w ith F irst In te rim Incorporated, Carnesville, Georgia, in organization (resources
$100,000). Approved June 24.
F irs t In te rs ta te B ank o f Lea C ounty, Hobbs, N ew M e xico (resources
$ 1 56,518,000); to consolidate w ith N ew N ew M exico Bank and Trust Company,
Hobbs, New M exico, in organization (resources $500,000). Approved June 30.
Texas Commerce Bank - Friendswood, Friendswood, Texas, in organization
(resources $75,000); to merge w ith Friendsw ood Bank, Friendswood, Texas
(resources $30,264,000). Approved June 30.
N ortheastern In te rim Bank, M o un t Pocono, Pennsylvania, in organization
(resources $155,000); to merge w ith N ortheastern Bank o f Pennsylvania, M ount
Pocono, Pennsylvania (resources $814,524,000). Approved June 30.
Eldorado Bank, Tustin, C alifornia (resources $102,712,000); to merge w ith EB
Service Corporation, Tustin, C alifornia, in organization (resources $0). Approved
Ju ly 6.
Texas Com m erce B ank-H illcrest, Dallas (U niversity Park), Texas, in organiza
tio n (resources $200,000); to merge w ith The H illcrest State Bank, Dallas
(U niversity Park), Texas (resources $64,536,000). Approved Ju ly 10.
U niversity S tate Bank o f Champaign, Champaign, Illinois, in organization
(resources $480,000); to merge w ith The C om m ercial Bank o f Champaign,
Champaign, Illin ois (resources $55,363,000). Approved Ju ly 17.
A m e rica n B anking Company, M ou ltrie , Georgia (resources $28,326,000); to
merge w ith ABC Interim , Inc., M oultrie, Georgia, in organization (resources

$500). Approved J u ly 22.

SNB Bank and Trust, Battle Creek, M ichigan (resources $106,417,000); to
consolidate w ith DBT State Bank, Battle Creek, M ichigan, in organization
(resources $120,000). Approved J u ly 22.
The M id w e s t Bank, Jackson, M ichigan (resources $52,011,000); to consol
idate w ith M W Bank, Jackson, M ichigan, in organization (resources $120,000).
Approved J u ly 22.
The A m anda B anking Company, Am anda, Ohio, in organization (resources
$31 2,500) to m erge w ith The Clear Creek Valley B anking Company, Am anda,
Ohio (resources $11,096,000). Approved Ju ly 24.
A llie d Jetero Bank, W estfield, Texas, in organization (resources $200,000) to
merge w ith Jetero Bank, W estfield, Texas (resources $62,330,000). Approved
July 27.
Bank o f H aw aii, H onolulu, H aw aii (resources $2,048,504,000) to merge w ith
BO H Bank, H onolulu, Haw aii, in organization (resources $1,000,000). Approved
J u ly 29.
Lorenzo State Bank at Lorenzo, Lorenzo, Texas (resources $23,048,000) to
merge w ith F irst Lorenzo Bank, Lorenzo, Texas, in organization (resources
$50,000). Approved July 30.
C entury Bank, Los Angeles, C alifornia (resources $83,961,000) to merge w ith
CH S ubsidiary Corporation, in organization (resources $0). Approved July 31.
A m e rica n Bank and Trust Co. o f Pa., Reading, Pennsylvania (resources
$ 1 ,9 3 0 ,3 4 9 ,0 0 0 ) to merge w ith S ixth S treet Bank and Trust Company, Reading,
Pennsylvania, in organization (resources $300,000). Approved August 3.
F irst N a tion al Bank o f A lvin, A lvin, Texas (resources $38,933,000) to con
solidate w ith F irst State Bank o f A lvin , A lvin, Texas, in organization (resources
$75,000). Approved A ugust 4.
F irst In te rsta te Bank o f G lacier County, Cut Bank, M ontana (resources
$33,31 6,00 0); to consolidate w ith N ew Bank o f G lacier County, Cut Bank,
M ontana (resources $55,000); Approved August 4.
Bank o f Downey, Downey, C alifornia (resources $56,062,000); to merge w ith
SC M e rg e r Company, Downey, C alifornia, in organization (resources $0).
Approved A ugust 4.
West Coast Bank, Encino, C alifornia (resources $70,282,000); to merge w ith
West Coast M e rg er Corporation, Encino, C alifornia (resources $0). Approved
A ugust 4.
N ew Em pire Bank, Dallas, Texas, in organization (resources $200,000); to
merge w ith Em pire Bank, Dallas, Texas (resources $25,968,000). Approved
A ugust 11.
A lvarado State Bank, Alvarado, Texas (resources $1 2,939,000); to merge w ith
Bank o f A lvarado, A lvarado, Texas, in o rg an izatio n (resources $50,000).
Approved A ugust 24.
N ew Fondren S outhw est Bank, Houston, Texas, in organization (resources
$200,000); to merge w ith Fondren S o uth w est Bank, Houston, Texas (resources
$44,876,000). Approved A ugust 24.
A m e rica n Bank & Trust Com pany o f Houma, Houma, Louisiana (resources
$67,210,000); to merge w ith N ew A m e rica n Bank, Houma, Louisiana, in
organization (resources $300,000). Approved A ugust 24.
C in te rim S tate Bank, J e ffe rs o n v ille , Indiana, in organization (resources
$200,000); to merge w ith Citizens State Bank & Trust Co., Jeffersonville, Indiana
(resources $114,249,000). Approved A ugust 24.
C alifornia H eritage Bank, San Diego, C alifornia (resources $13,266,000); to
merge w ith M BC F ina n cia l Corporation, San Diego, C alifornia, in organization
(resources $1,500,000). Approved A ugust 25.

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W olverine State Bank, Sandusky, M ichigan (resources $90,558,000); to consoli
date w ith WSB S tate Bank, Sandusky, M ichigan, in organization (resources
$120,000). Approved A ugust 28.
Roscom m on S tate Bank, Roscommon, M ichigan (resources $107,162,000); to
consolidate w ith RSB State Bank, Roscommon, M ichigan, in organization
(resources $120,000). Approved A ug ust 28.
Citizens In te rim Bank, Folkston, Georgia, in organization (resources $0); to
merge w ith The Citizens Bank, Folkston, Georgia (resources $29,906,000).
Approved A ugust 28.
Proposed domestic branch to be located at 111 South Wabash Avenue, Chicago,
Illinois, in organization, of The D a i-lc h i Kangyo Bank, Ltd., Tokyo, Japan, to
purchase the assets and assum e the deposit lia b ilitie s of The F irst Pacific Bank o f
Chicago, Chicago, Illinois (resources $170,882,000). Approved A ugust 28.
M eadow brook N a tion a l Bank, Fort W orth, Texas (resources $25,256,000); to
consolidate w ith M eadow brook State Bank, Fort W orth, Texas, in organization
(resources $200,000). Approved A ugust 31.
N ew Bank o f N orth Texas, North Richland, Texas, in organization (resources
$1,000,000); to merge w ith Bank o f N orth Texas, North Richland, Texas
(resources $48,702,000). Approved A ugust 31.
State Bank o f Cuba. Cuba, M issouri, in organization (resources $30,000); to
merge w ith Peoples Bank o f Cuba, Cuba, M issouri (resources $26,085,000).
Approved A ugust 31.
G eneral Bank o f Commerce, Los Angeles, C alifornia (resources $70,449,000);
to merge w ith GBC M e rg e r Company, Los Angeles, C alifornia, in organization
(resources $0). Approved A ugust 31.
M a rin e Bank, M eadville, Pennsylvania (resources $404,083,000); to merge
w ith M a rin e In te rim Bank, M eadville, Pennsylvania, in organization (resources
$200,000). Approved Septem ber 1.
East Texas State Bank, Buna, Texas (resources $13,288,000); to merge w ith
N ew East Texas State Bank, Buna, Texas, in organization (resources $50,000).
Approved Septem ber 4.
Beaver S treet Bank, York, Pennsylvania, in organization (resources $512,000);
to merge w ith The York Bank and Trust Company. York, Pennsylvania (resources
$498,840,000). Approved Septem ber 11.
S B W Bank o f Woodstock, W oodstock, Illinois, in organization (resources
$175,000); to merge w ith The State Bank o f Woodstock, W oodstock, Illinois
(resources $54,761,000). Approved Septem ber 14.
T.F.B. Bank, Carmel, Indiana, in organization (resources $200,000); to merge
w ith The F idelity Bank o f Indiana, Carmel, Indiana (resources $44,006,000).
Approved Septem ber 14.
N ew Farm ers Branch Bank, Farmers Branch, Texas, in organization (resources
$200,000); to m erge w ith Farm ers B ranch Bank. Farmers Branch, Texas
(resources $6,230,000). Approved Septem ber 15.
First Citizens Bank, Fayetteville, Georgia (resources $13,190,000); to merge
w ith In te rim FCB, Inc., G riffin , Georgia, in organization (resources $500).
Approved Septem ber 18.
First Bank & Trust, Tom ball, Texas (resources $21,087,000); to merge w ith
Tom ball Bank, Tom ball, Texas, in organization (resources $50,010). Approved
Septem ber 18.
ZB Bank and Trust Company, Zion, Illinois, in organization (resources
$175,000); to merge w ith Zion S tate Bank and Trust Company, Zion, Illinois
(resources $95,601,000). Approved Septem ber 22.
Vaca Valley Bank, Vacaville, C alifornia (resources $50,839,000); to merge

125

w ith IB C Investm ent. Inc., San Rafael, C alifornia, in organization (resources $0).
Approved Septem ber 23.
Vallette Bank, Elm hurst, Illinois, in organization (resources $200,000); to
merge w ith York S tate Bank a nd Trust Company. Elm hurst, Illin o is (resources
$83,397,000). Approved Septem ber 25.
C B & T In te rim Bank o f G lynn County, St. Sim ons Island, Georgia, in organiza
tio n (resources $4,000,000); to merge w ith The Coastal Bank o f Georgia, St.
Sim ons Island, Georgia (resources $26,739,000). Approved September 25.
K irby State Bank, Kirby, Texas (resources $14,960,000); to merge w ith N ew
Bank o f Kirby. Kirby, Texas, in organization (resources $75,000). Approved
September 28.
R epublic Bank. Gardena, C alifornia (resources $97,140,000); to merge w ith
S ub-M erge Corporation, Gardena, C alifornia, in organization (resources $0).
Approved Septem ber 28.
H am pton A venue Bank. St. Louis, M issouri, in organization (resources
$420,000); to merge w ith H am pton M e tro Bank, St. Louis, M issouri (resources
$171,884,000). Approved Septem ber 29.
S tate Bank o f C oif ax, Colfax, Indiana, in organization (resources $100,000); to
merge w ith C linton County Bank and Trust Company, Frankfort, Indiana (resour
ces $92,851,000). Approved Septem ber 29.
SW B Corporation, Vista, C alifornia, in organization (resources $0); to merge
w ith S o u th w e st Bank, Vista, C alifornia (resources $218,923,000). Approved
Septem ber 29.
W atson Road Bank, C restw ood, M is s o u ri, in organizatio n (resources
$210,000); to merge w ith C restwood M etro Bank, Crestwood, M issouri (resources
$94,521,000). Approved Septem ber 29.
Plaza Bank o f Commerce, San Jose, C alifornia (resources $41,833,000); to
merge w ith Plaza S ubsidiary Co., San Jose, California, in organization (resour
ces $0). Approved October 5.
N orth Valley Bank, Redding, C alifornia (resources $56,583,000); to merge
w ith N orth Valley S ubsidiary Co.. Redding, C alifornia, in organization (resources
$0). Approved October 5.
Peoples S ta te B ank o f East Tawas, East Taw as, M ic h ig a n (resources
$44,615,000); to consolidate w ith PS Bank, East Tawas, M ichigan, in organiza
tion (resources $120,000). Approved October 6.
FSB Bank. Glen Ellyn, Illinois, in organization (resources $200,000); to merge
w ith F irs t S e c u rity B ank o f G len E llyn , G len E llyn, Illin o is (re so u rce s
$40,681,000). Approved October 8.
Republic Bank o f Boone County, Belvidere, Illinois, in organization (resources
$350,000); to m erge w ith Boone State Bank, Belvidere, Illinois (resources
$21,044,000). Approved October 15.
P atuxent Bank a n d TrustyCompany. Prince Frederick, M aryland, in organiza
tio n (resources $900,000); to merge w ith Calvert Bank and Trust Company.
Prince Frederick, M aryland (resources $24,150,000). Approved October 15.
C la rksville S tre e t S tate Bank. Paris, Texas, in o rg a n iza tio n (resources
$100,000); to m erge w ith Paris Bank o f Texas, Paris, Texas (resources
$45,033,000). Approved October 16.
F irst S tate Bank o f Lansing, Lansing, Illinois, in organization (resources
$ 1 7 5 ,0 0 0 ); to m erge w ith B ank o f Lansing, Lansing, Illin o is (resources
$64,526,000). Approved October 19.
S ilver K ing S tate Bank, Park City, Utah (resources $11,405,000); to merge
w ith PC Bank, Salt Lake City, Utah, in organization (resources $20,000).
Approved October 19.

126

JSB State Bank and Trust Company. Maquoketa, Iowa, in organization (resour
ces $170,000); to m erge w ith Jackson S tate Bank and Trust Company,
Maquoketa, Iowa (resources $67,968,000). Approved October 20.
The C entral Bank, Sw ainsboro, Georgia (resources $19,727,000); to merge
w ith CB In te rim Corporation, S w ainsboro, Georgia, in organization (resources
$500). Approved October 26.
M a n s fie ld State Bank, M ansfield, Texas (resources $35,407,000); to merge
w ith M a in Bank, M ansfield, Texas, in organization (resources $75,000).
Approved October 28.
Citizens Valley Bank, Albany, Oregon (resources $111,503,000); to merge
w ith N o rth w e s t In te rim Bank, Albany, Oregon, in organization (resources $0).
Approved October 30.
F irst N a tio n a l Bank o f Rio Grande City, Rio Grande City, Texas (resources
$38,916,000); to consolidate w ith Second State Bank o f Rio Grande City, Rio
Grande City, Texas, in organization (resources $75,000). Approved October 30.
Chino Valley Bank, Chino, C alifornia (resources $68,049,000); to merge w ith
CVB M erger Corporation, Chino, C alifornia, in organization (resources $0).
Approved October 31.
M cPherson State Bank, Howell, M ichigan (resources $77,357,000); to consol
idate w ith M SB Bank, How ell, M ichigan, in organization (resources $ 120,000).
Approved November 4.
SBTBank, Mt. Carmel, Illinois, in organization (resources $87,500); to merge
w ith S e c u rity B ank a n d Trust Com pany, M t. C arm el, Illin o is (resources
$96,475,000). Approved November 5.
C itiz e n s C o m m e rc ia l & S a v in g s B a n k, F lin t, M ic h ig a n (re s o u rc e s
$1,052 ,363,000); to consolidate w ith C-B State Bank, Flint, M ichigan, in
organization (resources $240,000). Approved November 6.
N ew A lle n S tate Bank, A llen, Texas, in organization (resources $200,000); to
merge w ith A lie n State Bank, A llen, Texas (resources $12,755,000). Approved
November 6.
The Terrell State Bank, T errell, Texas (resources $28,655,000); to merge w ith
N ew Terrell S tate Bank, Terrell, Texas, in organization (resources $100,000).
Approved November 6.
Treasure Coast Bank o f Port St. Lucie, Inc., Port St. Lucie, Florida, in
organization (resources $0); to merge w ith Port St. Lucie Bank, Port St. Lucie,
Florida (resources $33,965,000). Approved November 9.
CFBank and Trust, Cedar Falls, Iowa, in organization (resources $125,000); to
purchase the assets and assum e the deposit lia b ilitie s of Cedar Falls Trust &
Savings Bank, Cedar Falls, Iowa (resources $54,085,000). Approved November
12.
The M a ttitu c k Bank and Trust Company, M attituck, New York, in organization
(resources $1 50,000); to m erge w ith The N orth Fork Bank and Trust Company,
M attituck, New York (resources $132,608,000). Approved November 13.
F irst A lie f Bank, A lie f, Texas (resources $32,523,000); to merge w ith
K irkw ood Road S tate Bank, A lie f, Texas, in organization (resources $200,000).
Approved November 17.
H eritage Bank, A naheim , C alifornia (resources $212,261,000); to merge w ith
H eritage M erge r Corporation, A naheim , C alifornia (resources $0). Approved
November 18.
M o ntcalm C entral Bank, Stanton, M ichigan (resources $59,438,000); to
consolidate w ith C hem ical Bank Stanton. Stanton, M ichigan, in organization
(resources $120,000). Approved November 18.
The Bank o f Quitm an. Q uitm an, Georgia (resources $15,323,000); to merge

127

w ith N ew Quitm an, Inc., Q uitm an, Georgia, in organization (resources $500).
Approved November 20.
Ja cin to City Bank, Jacin to City, Texas (resources $35,618,000); to merge w ith
N ew Jacin to City Bank, Jacin to City, Texas, in organization (resources $5,000).
Approved November 23.
The Lake Jackson Bank o f Lake Jackson, Texas, Lake Jackson, Texas
(resources $49,22 2,000); to merge w ith N ew Lake Jackson Bank, Lake Jackson,
Texas, in organization (resources $200,000). Approved November 24.
The Bank o f Brooksville, Brooksville, Florida, in organization (resources $0); to
merge w ith Hernando State Bank, Brooksville, Florida (resources $130,158,000).
Approved November 24.
W arren Bank, W arren, M ichigan (resources $182,560,000); to consolidate
w ith WB Bank, W arren, M ichigan, in organization (resources $120,000).
Approved November 24.
BC State Bank, Lebanon, Indiana, in organization (resources $200,000); to
merge w ith The Boone County State Bank, Lebanon, Indiana (resources
$83,661,000). Approved November 25.
FSB Cary-Grove Bank, Cary, Illinois, in organization (resources $87,500); to
m erge w ith F irs t S e c u rity B ank o f C ary-G rove, Cary, Illin o is (resources
$24,122,000). Approved November 25.
C raw fo rd County Bank, Roberta, Georgia (resources $13,557,000); to merge
w ith CCB Interim , Inc., Roberta, Georgia, in organization (resources $500).
Approved November 25.
Bank o f Zebulon, Zebulon, Georgia (resources $20,578,000); to merge w ith BZ
Interim , Inc., Zebulon, Georgia, in organization (resources $500). Approved
November 25.
L am ar S tate Bank, B arne sville, G eorgia (resources $ 2 0 ,0 3 7 ,0 0 0 ); LSB
Interim , Inc., Barnesville, Georgia, in organization (resources $500). Approved
November 25.
Farm ers & M erchants In te rim Bank, Preston, M innesota, in organization
(resources $0); to merge w ith Farm ers & M erchants State Bank o f Preston,
Preston, M innesota (resources $30,120,000). Approved November 25.
A llie d Bank, Dallas, Dallas, Texas, in organization (resources $200,000); to
merge w ith M e tro Bank o f Dallas, Dallas, Texas (resources $54,842,000).
Approved November 25.
A llie d Bank, S outhw est, Dallas, Texas, in organization (resources $200,000);
to merge w ith First C ontin en ta l Bank, Dallas, Texas (resources $47,509,000).
Approved November 25.
A llie d C om m unity Bank, Houston, Texas, in organization (resources $200,000);
to merge w ith C om m unity Bank, Houston, Texas (resources $27,893,000).
Approved November 25.
A llie d Bank, In te rs ta te 10, H ouston, Texas, in o rg anizatio n (resources
$ 2 0 0 ,0 0 0 ); to m erge w ith In te rs ta te Bank, H ouston, Texas (resources
$20,650,000). Approved November 25.
lola State Bank, lola, Texas (resources $4,619,000); to merge w ith N ew lola State
Bank, lola, Texas, in organization (resources $5,000). Approved November 27.
Peoples Bank and Trust o f Alpena, Alpena, M ichigan (resources $ 104,961,000);
to consolidate w ith PBT Bank, A lpena, M ichigan, in organization (resources
$120,000). Approved November 25.
N orthshore Bank, Houston, Texas (resources $39,057,000); to merge w ith
First N orthshore Bank, Houston, Texas, in organization (resources $200,000).
Approved November 27.
First State Bank o f Saginaw, Saginaw, M ichigan (resources $105,399,000); to

128

consolidate w ith FS Bank, Saginaw , M ichigan, in organization (resources
$120,000). Approved November 27.
NBD Com m erce Bank. Lansing, M ichigan (resources $53,131,000); to consol
idate w ith NCB Bank. Lansing, M ichigan, in organization (resources $20,000).
Approved November 27.
M id-S tate Bank and Trust Company, Altoona, Pennsylvania (resources
$484,0 05,0 0 0) to merge w ith M id-S ta te In te rim Bank, Altoona, Pennsylvania, in
organization (resources $310,000). Approved November 30.
West State Bank o f Rockford, Rockford, Illinois, in organization (resources
$350,000) to merge w ith F irst State Bank a nd Trust Company, Rockford, Illinois
(resources $21,616,000). Approved November 30.
Second Bank o f C e ntra l Florida, Orlando, Florida, in organization (resources
$100) to merge w ith Bank o f C entral Florida, Orlando, Florida (resources
$34,110,000). Approved November 30.
Sim pson County Bank, Franklin, Kentucky (resources $19,83 5,000) to merge
w ith Sim pson Bank, Inc., Franklin, Kentucky, in organization (resources
$37,500). Approved November 30.
G arland Bank & Trust Co.. Garland, Texas (resources $44,85 7,000) to merge
w ith N ew G arland Bank & Trust Co., Garland, Texas, in organization (resources
$200,000). Approved November 30.
Raym ondville B ank o f Texas, Raym ondville, Texas (resources $29,976,000) to
merge w ith RBTBank, Raym ondville, Texas, in organization (resources $5,000).
Approved November 30.
A llie d Bank, M arshall, Texas, in organization (resources $100,000) to merge
w ith The Peoples S tate Bank, M arshall, Texas (resources $23,933,000).
Approved November 30.
Citizens Bank o f Oregon, Eugene, Oregon (resources $148,4 30,000) to merge
w ith Citizens In te rim Bank o f Oregon, Eugene, Oregon, in organization (resour
ces $0). Approved November 30.
N ew F irst E nterprise Bank, Oakland, C alifornia, in organization (resources $0)
to merge w ith First Enterprise Bank, Oakland, California (resources $42,898,000).
Approved November 30.
Bank o f Poplar B lu ff, Poplar B luff, M issouri (resources $64,24 4,000) to merge
w ith The O ld R eliable Bank o f Poplar B luff, Poplar Bluff, M issouri, in organization
(resources $210,000). Approved December 1.
First N a tio n a l Bank o f West U niversity Place. Houston, Texas (resources
$28,873,000) to consolidate w ith West U niversity Bank. Houston, Texas, in
organization (resources $200,000). Approved December 1.
F irst S tate Bank, A ransas Pass, Texas (resources $42,68 3,000) to merge w ith
N ew F irst State Bank, Aransas Pass, Texas, in organization (resources $75,000).
Approved December 1.
The H arling en N a tio n a l Bank, Harlingen, Texas (resources $86,56 8,000) to
consolidate w ith HNB Bank, Harlingen, Texas, in organization (resources
$5,000). Approved December 1.
B onham S tate Bank, Bonham, Texas (resources $59,23 1,000) to merge w ith
Bonham Bank, Bonham , Texas, in organization (resources $75,000). Approved
December 1.
A llie d Bank. R ockport/F ulton . Fulton, Texas, in organization (resources
$75,000) to m erge w ith Live Oak S tate Bank, Fulton, Texas (resources
$32,986,000). Approved December 3.
Jay County Bank, Redkey, Indiana, in organization (resources $100,000) to
merge w ith The Peoples Bank, Portland, Indiana (resources $79,424,000).
Approved December 4.

129

B u s h n e llS ta te Bank, B ushnell, Illinois, in organization (resources $87,500) to
merge w ith Farm ers a n d M e rcha n ts S tate Bank o f Bushnell, Bushnell, Illinois
(resources $47,556,000). Approved December 4.
The Bank o f O range County, F ountain V alley, C a lifo rn ia (resources
$28,05 4,0 00 ) to merge w ith BOC M e rg e r Company, Fountain Valley, C alifornia,
in organization (resources $0). Approved December 9.
Bank o f the South, Cobb County, M arietta, Georgia, in organization (resources
$0), to merge w ith Cobb Bank & Trust Company, Smyrna, Georgia (resources
$25,543,000). Approved December 21.
F irs t In te rs ta te B ank o f R o sw ell, R osw ell, N ew M exico (resources
$94,536,000), to consolidate w ith N ew First Interstate Bank o f Roswell, Roswell,
New Mexico, in organization (resources $500,000). Approved December 16.
The Bank o f San Francisco, San Francisco, C alifornia (resources $32,089,000)
to merge w ith B S F F in a n cia l Corporation, San Francisco, C alifornia, in organiza
tion (resources $0). Approved December 24.
Bank o f A le x B row n, W a ln u t Grove, C alifornia (resources $144,826,000), to
merge w ith A lex B ro w n M e rg e r Corporation, W a lnut Grove, C alifornia, in organ
ization (resources $0). Approved December 24.
State Savings Bank o f Scottville, Scottville, M ichigan (resources $41,690,000)
to consolidate w ith W est Shore S tate Bank, S cottville, M ichigan, in organization
(resources $120,000). Approved December 16.

130

APPLICATIONS DENIED
BY THE BOARD OF DIRECTORS

Resources
(in thousands
of dollars)

Santa Ana State Bank
Santa Ana, C alifornia

Banking offices
in operation
Before

8,395

2 5,454 *

After

to acquire assets and assume deposit
liabilities of

The Main Office and W hittier-Vancouver Unit
Branch of Pan American National
Bank of Los Angeles
Los Angeles, C alifornia
‘ Total IPC deposits of offices
to be transferred by Pan American National
Bank of Los Angeles. Assets not reported
by office.

Sum m ary report by Attorney General, Decem ber 3 0 , 1 9 8 0
We have review ed th is proposed transaction and conclude th a t it w ould not
have a substantial com petitive impact.
Statem ent Upon Reconsideration, Septem ber 2 1 , 1981
On June 1, 1 981, Santa Ana State Bank, Santa Ana, C alifornia ("S A S "), an
insured state nonm em ber bank, w as denied the C orporation's consent to p u r
chase certain assets of and assum e the lia b ility to pay certain deposits made in
the M ain O ffice and the W h ittie r-V a ncou ve r U nit Branch of Pan Am erican
National Bank of Los Angeles, Los Angeles, C alifornia, and to establish these
offices as branches of the re su lta n t bank, and fo r prior consent to retire capitai
notes. The proponents subsequently petitioned the C orporation to reconsider its
denial.
The Board of D irectors concluded in its earlier decision th a t the proposed
transaction w ould have a substantial negative im pact upon th e fin a n c ia l resour
ces and fu tu re prospects of SAS and th at it w as questionable as to w h e th e r the
existing m anagem ent of SAS could handle a transaction of th is magnitude. The
m aterial subm itted in connection w ith the petition fo r reconsideration shows the
fin a n cia l and m anagerial resources, as w e ll as fu tu re prospects, of the resultant
in s titu tio n to be adequate fo r the purposes of th is proposal. The Board of D irec

131

tors, after having review ed the n ew ly subm itted inform ation, concludes th a t the
proposed transaction is now w arranted and should be approved.
Basis for Corporation Denial, June 1, 1981
Santa Ana State Bank, Santa Ana, C alifornia ("S A S "), an insured state non
m em ber bank w ith total resources of $ 8 ,39 5 ,000 and total IPC deposits of
$6,350,000, has applied, pursuant to Section 18(c) and other provisions of the
Federal Deposit Insurance Act, fo r the C orporation's consent to purchase the
assets of and assume the lia b ility to pay deposits made in the M ain Office and
W h ittie r-V a n co u ve r U nit Branch (total IPC deposits $25,454,000; total deposits
$32,55 9 ,00 0) of Pan A m erican N ational Bank of Los Angeles, Los Angeles,
C alifornia ("Pan A m e rica n"), w h ich has total resources of $64,41 8,000 and total
IPC deposits of $46,958,000. These tw o offices w ould be established as
tra n c h e s of SAS. Consent is also requested fo r advance consent to retire
$ 1 ,0 0 0 ,0 0 0 in capital notes th a t w ould be issued in connection w ith th is
transaction.
Competition
The tw o banks com pete in separate, distin ct m arkets w ith th e ir closest offices
separated by 25 road miles. SAS operates its sole office in Santa Ana, Orange
County, C alifornia, approxim ately 33 m iles southeast of dow ntow n Los Angeles.
Pan A m erican operates its m ain office and one branch in East Los Angeles and
one branch in M onterey Park, approxim ately 5 m iles east of its main office. A ll
three of these offices are located in Los Angeles County.
Pan A m e rica n proposes to sell its m ain office and branch office in East Los
A ngeles to SAS, and to make its M onterey Park office its m ain office. Both
existing and potential com petition w o u ld be increased through such a tra n sa c
tion, since SAS w ould acquire branches located w ith in the area served by Pan
Am erican. The proposed transaction w ould, therefore, have no adverse effect
upon the stru ctu re of com m ercial banking or level of concentration of com m er
cial banking in any relevant area.
The Board of Directors is of the opinion th a t the proposed transaction w ould
not, in any section of the country, su b sta n tia lly lessen com petition, tend to
create a monopoly, or in any other m anner be in restraint of trade.
Financial and Managerial Resources; Future Prospects
The overall fin a n c ia l condition of SAS is generally satisfactory, but the Corpo
ration has serious reservations as to the a b ility of SAS to absorb th is volum e of
assets w ith only a nom inal increase in equity capital. Of great concern to the
C orporation is the s tru ctu re of the m erger proposal, w hereby nearly all of the
problem assets of Pan A m erican w ould be acquired by SAS. The transaction
w o u ld have a substantia l negative im pact upon the fin a n cia l resources and
fu tu re prospects of SAS and it is questionable as to w h e th e r existing m anage
ment of SAS could handle a transaction of this magnitude.
Convenience and Needs of the Com m unity to be Served
The proposed tran sactio n w ould have little m aterial im pact upon the level and
pricing of com m ercial banking services in the relevant market area, as such
services are readily available in the area at offices of the state's largest com m er
cial banking organizations. Considerations relating to the convenience and
needs of the co m m u n ity to be served add no support in favor of approval of the
proposed transaction.
A review of the available inform ation, including the C om m unity R einvestm ent
A ct Statem ents of the proponents, disclosed no inconsistencies w ith the p u r
poses of the Act.
The Board of Directors, accordingly, believes th a t the application should be
and hereby is, denied.

132