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ANNOUNCEMENT
BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM

H.2, 1994, No. 16
Actions of the Board, its Staff, and
the Federal Reserve Banks;
Applications and Reports Received
During the Week Ending April 16, 1994

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS
Hedge funds -- statement by Governor LaWare before
the House Committee on Banking, Finance and Urban
Affairs, April 13, 1994.
Published, April 13, 1994.
Securities Regulatory Equality Act CH.R. 3447) -statement by Governor LaWare before the
Subcommittee on Telecommunications and Finance of
the House Committee on Energy and Commerce,
April 14, 1994.
Published, April 14, 1994.
BANK BRANCHES. DOMESTIC
Fleet Bank of New York, Albany, New York -- request
for reconsideration of approval by the Federal
Reserve Bank of New York of the application to
establish seven branches.
Denied, April 13, 1994.
BANK HOLDING COMPANIES




Deposit Guaranty Corporation, Jackson, Mississippi -to acquire First Columbus Financial Corporation,
Columbus, Mississippi and First Columbus National
Bank.
Approved, April 11, 1994.
Marshall & Isley Corporation, Milwaukee, Wisconsin
to acquire Valley Bancorporation, Appleton,
Wisconsin, and its banking and nonbanking
subsidiaries.
Approved, April 11, 1994.
NCNB Overseas Corporation, Charlotte, North
Carolina -- to make an investment in Nations-CRT
International, London, England.
Permitted, April 13, 1994.

Shorebank Corporation, Chicago, Illinois -- request
for reconsideration of approval by the Federal
Reserve Bank of Chicago of an application to
acquire Potters Bank & Trust Company, East
Liverpool, Ohio.
Denied, April 11, 1994.

H.2
APRIL 11, 1994
PAGE 2

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY
ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and
Community Affairs; FOMC - Federal Open Market Committee; FRBO - Federal Reserve
Bank Operations; IF - International Finance; OSDM - Office of Staff Director
for Management
BANK BRANCHES■ DOMESTIC
Dallas

Central Bank, Garland, Texas - - t o establish a branch
at 8585 South Gessner, Houston, Texas.
Approved, April 15, 1994.

Richmond

Citizens Bank of Virginia, Arlington, Virginia -- to
establish a branch at 8150 Leesburg Pike, Vienna,
Virginia.
Approved, April 11, 1994.

Richmond

F S M Bank-Winchester, Winchester, Virginia -- to
establish an electronic funds transfer facility at
the Winchester Medical Center, 1840 Amherst Street.
Approved, April 15, 1994.

Minneapolis

First Interstate Bank of Commerce, Billings,
Montana - - t o establish a branch in Billings,
Montana.
Approved, April 13, 1994.

Minneapolis

First Interstate Bank of Commerce, Billings,
Montana
to establish a branch in Missoula,
Montana.
Approved, April 13, 1994.




H.2
APRIL 11, 1994
PAGE 3

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES. DOMESTIC
New York

Orange County Trust Company, Middletown, New York -to establish a branch at the corner of Route 208
and Hawkins Drive, Montgomery, New York,
Approved, April 15, 1994.

Kansas City

Pioneer Bank of Longmont, Longmont, Colorado -- to
establish a branch at 97 2nd Avenue, Niwot,
Colorado.
Approved, April 12, 1994.

San Francisco

Sun City Bank, Sun City, Arizona -- to establish a
branch at 19202 R.H. Johnson Boulevard, Sun City
West, Arizona.
Approved, April 13, 1994.

San Francisco

West One Bank, Idaho, Boise, Idaho -- to establish a
branch in Albertson's Supermarket at 10500 Overland
Road.
Approved, April 11, 1994.

BANK HOLDING COMPANIES




St. Louis

AMBANC Corp., Vincennes, Indiana -- to acquire
Lincolnland Bancshares, Inc., Casey, Illinois, and
The Bank of Casey.
Approved, April 11, 1994.

Chicago

Antioch Bancshares, Inc. Employee Savings and Stock
Ownership Plan, Antioch, Illinois -- to acquire
Antioch Bancshares, Inc.
Approved, April 15, 1994.

St. Louis

BanCorpSouth Incorporated, Tupelo, Mississippi -proposal that Bank of Mississippi purchase certain
assets and assume the deposit liabilities of the
Main, Oxford, Senatobia, County Line, and North
Jackson, Mississippi, branches of Security Federal
Savings and Loan Association, Jackson, Mississippi.
Approved, April 15, 1994.

H.2
APRIL 11, 1994
PAGE 4

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APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES
GC

Bank of Alma, Alma, Michigan-- determination that
sale of certain property by FirstBank of Illinois,
with a transfer of the proceeds of a loan on the
property to Bank of Alma constitutes divestiture by
FirstBank.
Granted, April 12, 1994.

Chicago

Baraboo Bancorporation, Baraboo, Wisconsin - -to
engage de novo in lending activities.
Returned, April 15, 1994.

Chicago

Bellevue State Bank Employee Stock Ownership Plan,
Bellevue, Iowa - - t o acquire Bellevue Service
Company, and Bellevue State Bank.
Returned, April 14, 1994.

San Francisco

Cascade Bancorp, Bend, Oregon — to acquire the
Prineville branch of Far West Federal Savings Bank,
Portland, Oregon.
Approved, April 15, 1994.

Atlanta

Citizens Holding Company, Philadelphia, Mississippi - to acquire certain assets and assume certain
liabilities of the Kosciusko, Mississippi, office
of Security Federal Savings and Loan Association,
Jackson, Mississippi.
Approved, April 15, 1994.

Kansas City

ColoEast Bankshares, Inc., Lamar, Colorado -- to
acquire Granada Bankshares, Inc., Granada; The
American State Bank, Holly Bankshares, Inc., Holly,
Colorado, and First Bank and Trust.
Approved, April 15, 1994.

Secretary

Compass Bancshares Inc., Birmingham, Alabama
proposal that Compass Bank, Jacksonville, Florida,
acquire the Jacksonville, Callahan, and St.
Augustine, Florida, branches of Anchor Savings
Bank, FSB, Hewlett, New York.
Approved, April 14, 1994,




H. 2
APRIL 11, 199a
PAGE 5

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APRIL 16, 199a

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES




St. Louis

Country Bancorp, Inc., Litchfield, Illinois -- to
engage de novo as agent in the sale of fixed rate
annuity products.
Permitted, April 14, 1994.

Kansas City

DFC Acquisition Corporation Two, Kansas City,
Missouri, and Dickinson Financial Corporation,
Chillicothe, Missouri - - t o acquire certain assets
and assume certain liabilities of the Picture Hills
Shopping Center, Kansas City, Missouri, branch of
Farm & Home Savings Association, Nevada, Missouri.
Approved, April 11, 1994.

Cleveland

Fifth Third Bancorp, Cincinnati, Ohio -- proposal to
acquire eight Ohio branches of Citizens Federal
Bank, Miami, Florida, and merge them into Fifth
Third Bank, Cincinnati, Ohio, Fifth Third Bank of
Southern Ohio, Hillsboro, Ohio, and Fifth Third
Bank of Columbus, Columbus, Ohio.
Approved, April 15, 1994.

Atlanta

First Alabama Bancshares, Inc., Birmingham, Alabama - to merge with Guaranty Bancorp, Inc., Baton
Rouge, Louisiana, and acquire Guaranty Bank & Trust
Company.
Approved, April 15, 1994.

Atlanta

First Alabama Bancshares, Inc., Birmingham, Alabama - to engage de novo in leasing activities.
Permitted, April 16, 1994.

St. Louis

First Bolivar Capital Corporation, Cleveland,
Mississippi -- proposal that First National Bank of
Bolivar County purchase certain assets and assume
the deposit liabilities of the Cleveland,
Mississippi, branch of Security Federal Savings &
Loan Association, Jackson, Mississippi.
Approved, April 15, 1994.

Chicago

First Chicago Corporation, Chicago, Illinois -- to
acquire Lake Shore Bancorp, Inc.; Bank of Hinsdale,
Hinsdale; and Lake Shore National Bank, Chicago,
Illinois.
Approved, April 15, 1994.

H.2
APRIL 11, 1994
PAGE 6

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES




Chicago

First Chicago Corporation, Chicago, Illinois -- to
acquire Hampton Park Corporation, Romeoville,
Illinois, and Oxford Bank.
Approved, April 15, 1994.

St. Louis

First Community Banking Corporation, Little Rock,
Arkansas --to acquire Caddo Holding Company,
Glenwood, Arkansas, and Caddo First National Bank.
Approved, April 14, 1994.

St. Louis

First F & M Corporation, Kosciusko, Mississippi -- to
purchase certain assets and assume the deposit
liabilities of the Starkville, Mississippi, branch
of Security Federal Savings & Loan Association,
Jackson, Mississippi.
Approved, April 15, 1994.

Chicago

First of America Bank Corporation, Kalamazoo,
Michigan -- to purchase certain assets and acquire
the liabilities of Goldome Federal Savings Bank,
St. Petersburg, Florida, through establishment of a
de novo savings and loan association, First of
America Bank-Florida, Federal Savings Bank, St.
Petersburg, Florida.
Approved, April 13, 1994.

H.2
APRIL 11, 1994
PAGE 7

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES




Kansas City

Fourth Financial Corporation, Wichita, Kansas -- to
acquire certain assets and assume certain
liabilities of Equity Bank for Savings, F.A.,
Oklahoma City, Oklahoma.
Approved, April 1 * 1994.
*,

Dallas

Fredonia Bancshares, Inc., Nacogdoches, Texas - - t o
acquire Continental State Bank, Alto, Texas.
Approved, April 13, 1994.

Dallas

Fredonia Bancshares of Delaware, Inc., Wilmington,
Delaware - - t o acquire Continental State Bank,
Alto, Texas.
Approved, April 13, 1994.

Chicago

Heartland Financial USA, Dubuque, Iowa --to acquire
Keokuk Bancshares, Inc., Keokuk, Iowa, and First
Community Bank, A Federal Savings Bank.
Returned, April 14, 1994.

Cleveland

KeyCorp., Cleveland, Ohio -- proposal to acquire
certain assets and assume certain liabilities of
Far West Savings Bank, Portland, Oregon.
Approved, April 15, 1994.

New York

Long-Term Credit Bank of Japan, Limited, Tokyo, Japan
-- to engage de novo in leasing activities through
Capstar Partners, Inc., New York, New York.
Permitted, April 14, 1994.

Chicago

LSBancorp, Inc., LaSalle, Illinois -- to acquire
Community Bank of Utica, Utica, Illinois.
Approved, April 15, 1994.

H.2
APRIL 11, 1994
PAGE 8

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES
St. Louis

Peoples Holding Company, Tupelo, Mississippi -proposal that Peoples Bank & Trust Company purchase
certain assets and assume the deposit liabilities
of the Hernando, New Albany, and Southaven,
Mississippi, branches of the Security Federal
Savings & Loan Association, Jackson, Mississippi.
Approved, April 15, 1994.

St. Louis

Planters Holding Company, Indianola, Mississippi -proposal that Planters Bank & Trust Company
purchase certain assets and assume the deposit
liabilities of the Greenville, Mississippi, branch
of the Security Federal Savings & Loan Association,
Jackson, Mississippi.
Approved, April 15, 1994.

Chicago

TSB Financial, Inc., Tremont, Illinois -- to acquire
Tremont Savings Bank.
Returned, April 15, 1994.

Secretary

Union Planters Corporation, Memphis, Tennessee -proposal that United Southern Bank, Clarksdale,
Mississippi, and First National Bank of New Albany,
New Albany, Mississippi, acquire certain assets and
assume certain liabilities of Security Federal
Savings & Loan Association, Jackson, Mississippi.
Approved, April 15, 1994.

BANK MERGERS
Cleveland

Fifth Third Bank, Cincinnati, Ohio -- to merge with
three Ohio branches of Citizens Federal Bank,
Miami, Florida, and to establish branches.
Approved, April 16, 1994.

San Francisco

Sun City Bank, Sun City, Arizona -- to acquire the
assets and assume the liabilities of a branch of
First National Bank of Arizona, Phoenix, Arizona,
and to establish a branch.
Approved, April 13, 1994.




H.2

APRIL 11, 199A
PAGE 9

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK MERGERS
New York

United Jersey Bank, Hackensack, New Jersey - - t o
merge United Jersey Bank / Central, N.A., West
Windsor Township, New Jersey, and United Jersey
Bank / South, N.A., Cherry Hill, with United Jersey
Bank, Hackensack, New Jersey, and to establish
branches.
Approved, April 12, 1994.

BANK PREMISES




Kansars City

BancFirst, Oklahoma City, Oklahoma -- investment in
bank premises.
Approved, April 11, 1994.

Richmond

Central Virginia Bank, Powhatan, Virginia -investment in bank premises.
Approved, April 13, 1994.

New York

Chemical Bank, New York, New York -- investment in
bank premises.
Approved, April 14, 1994.

Minneapolis

Hand County State Bank, Miller, South Dakota -investment in bank premises.
Approved, April 15, 1994.

New York

Orange County Trust Company, Middletown, New York -investment in bank premises.
Approved, April 15, 1994.

Kansas City

Pioneer Bank of Longmont, Longmont, Colorado -investment in bank premises.
Approved, April 12, 1994.

San Francisco

Sun City Bank, Sun City, Arizona -- investment in
bank premises.
Returned, April 13, 1994.

Chicago

Templeton Savings Bank, Templeton, Iowa -- investment
in bank premises.
Approved, April 13, 1994.

H.2
APRIL 11, 1994
PAGE 10

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANKS. STATE MEMBER
Chicago

Prairie Bank and Trust Company, Bridegview,
Illinois -- to establish a trust department.
Approved, April 12, 1994.

CAPITAL STOCK
Chicago

Antioch Bancshares, Inc., Antioch, Illinois -redemption of shares.
Approved, April 14, 1994.

CHANGE IN BANK CONTROL
Chicago

Blanchardville Financial Services, Inc.,
Blanchardville, Wisconsin -- change in bank
control.
Permitted, April 12, 1994.

Kansas City

City Bancshares, Inc., Oklahoma City, Oklahoma -change in bank control.
Permitted, April 12, 1994.

San Francisco

Cowlitz Bancorporation, Longview, Washington -change in bank control.
Permitted, April 12, 1994.

Philadelphia

Garden State Bancshares, Inc., Jackson, New Jersey
change in bank control.
Permitted, April 11, 1994.

Kansas City

Union Bank Corporation, Upton, Wyoming -- change in
bank control.
Permitted, April 12, 1994.

COMPETITIVE FACTORS REPORTS




Secretary

Anchor Savings Bank, FSB, Hewlett, New York, proposed
purchase and assumption of certain assets and
liabilities of The East New York Savings Bank,
Brooklyn, New York -- report on competitive
factors.
Submitted, April 15, 1994.

H.2

APRIL 11, 1994
PAGE 11

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS




Kansas City

Bank Midwest, N.A., Maryville, Missouri, proposed
merger with Truman Bank and Trust Company,
Grandview, Missouri -- report on competitive
factors.
Submitted, April 14, 1994.

San Francisco

California Federal Bank, A Federal Savings Bank, Los
Angeles, California, proposed merger with Hawthorne
Savings and Loan Association, Hawthorne, California
-- report on competitive factors.
Submitted, April 15, 1994.

Boston

Compass Bank for Savings, New Bedford, Massachusetts,
proposed reorganization as a Massachusettschartered mutual bank holding company, to be known
as Compass Bancorp, and establishment of a
subsidiary savings bank to be known as Compass Bank
for Savings -- report on competitive factors.
Submitted, April 13, 1994.

Cleveland

Fifth Third Bank of Columbus, Columbus, Ohio,
proposed purchase of assets and assumption of the
liabilities of four Ohio branches of Citizens
Federal Bank, FSB, Miami, Florida -- report on
competitive factors.
Submitted, April 13, 1994.

Cleveland

Fifth Third Bank of Southern Ohio, Hillsboro, Ohio,
proposed purchase of the assets and assumption of
the liabilities of the Chillicothe, Ohio, branch of
Citizens Federal Bank, FSB, Miami, Florida -report on competitive factors.
Submitted, April 13, 1994.

Richmond

First State Bank & Trust, Rainelle, West Virginia,
proposed merger with First National Bank, Beckley,
West Virginia -- report on competitive factors.
Submitted, April 11, 1994.

Richmond

First-Citizens Bank & Trust Company, Raleigh, North
Carolina, proposed merger with Edgecombe Interim
Bank, Tarboro, North Carolina -- report on
competitive factors.
Submitted, April 11, 1994.

H.2
APRIL 11, 1994
PAGE 12

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS




Chicago

Firstar Bank Milwaukee, National Association,
Milwaukee, Wisconsin, proposed merger with Firstar
Bank Racine, Wisconsin -- report on competitive
factors.
Submitted, April 11, 1994.

Dallas

FirstBanc Savings Association of Texas, Missouri
City, Texas, proposed merger with Kingwood Bank,
National Association, Kingwood, Texas -- report on
competitive factors.
Submitted, April 14, 1994.

Chicago

M&I Bank of Oconomowoc, Oconomowoc, Wisconsin,
proposed merger with M&I Lake County National Bank,
Hartland, Wisconsin, and M&I Greater Waukesha Bank
of Waukesha, Wisconsin -- report on competitive
factors.
Submitted, April 13, T994.

Dallas

New Bedford Bank, Bedford, Texas, proposed merger
with Bedford National Bank -- report on competitive
factors.
Submitted, April 12, 1994.

Secretary

St. Louis Bank for Savings, National Association,
Duluth, Minnesota, proposed merger with First Bank
National Association, Minneapolis, Minnesota
report on competitive factors.
Submitted, April 14, 1994.

Kansas City

Vian State Bank, Vian, Oklahoma, proposed merger with
Lake Country Bank, Webbers Falls, Oklahoma -report on competitive factors.
Submitted, April 13, 1994.

Atlanta

Westside Bank & Trust Company, Kennesaw, Georgia -to merge with Westside Interim Corporation
report on competitive factors.
Submitted, April 13, 1994.

H.2
APRIL 11, 1994
PAGE 13

TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

EXTENSIONS OF TIME
San Francisco

First Security Corporation, Salt Lake City, Utah
extensions to divest certain properties.
Granted, April 14, 1994.

Atlanta

Kislak Financial Corporation, Miami Lakes, Florida *
extension to July 14, 1994, to acquire Kislak
National Bank, North Miami, Florida
Granted, April 14, 1994.

Atlanta

SunTrust Banks, Inc., Atlanta, Georgia -- extension
to August 7, 1994, to acquire shares of Peoples
Bank of Lakeland, Lakeland, Florida.
Granted, April 12, 1994.

San Francisco

Wells Fargo & Company, San Francisco, California -extension to divest certain property.
Granted, April 14, 1994.

Richmond

First Bank, Strasburg, Virginia --t o become a member
of the Federal Reserve System.
Approved, April 12, 1994.

MEMBERSHIP

RESERVE BANK OPERATIONS




Director, FRBO

Federal Reserve Bank of Cleveland - - t o lease check
reader sorters.
Approved, April 13, 1994.

Director, FRBO

Federal Reserve Bank of Kansas City - -to proceed
with renovation at the Oklahoma City Branch.
Approved, April 13, 1994.

Director, FRBO

Federal Reserve Bank of Philadelphia --t o purchase
containers to store currency and food coupons.
Approved, April 14, 1994.

H 2
APRIL 11, 199^
PAGE 19

TO

APRIL 16, 1999

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

RESERVE BANK OPERATIONS
Director, FRBO

Federal Reserve Bank of San Francisco - - t o proceed
with renovation projects at the Salt Lake City
Branch.
Approved, April 12, 1994.

RESERVE BANK SERVICES
Director, FRBO

Federal Reserve Bank of Chicago --t o modify the
weekend Other Fed deposit products at the Chicago
office.
Approved, April 13, 1994.

Director, FRBO

Federal Reserve Bank of Dallas --t o implement an
image-enhanced truncation service.
Approved, April 12, 1994.

Director, FRBO

Federal Reserve Bank of Richmond - -to offer an
incoming transportation relay from the Hagerstown,
Maryland, area to the Baltimore office, with waiver
of the 30-day announcement period.
Approved, April 13, 1994.




H.2
APRIL 11, 199«*
PAGE 15

ADDITIONS AND CORRECTIONS
TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES
New York

Creditanstalt-Bankverein, Vienna, Austria - - t o
engage de novo in making and servicing loans
through Creditanstalt Corporate Finance, Inc.,
Westport, Connecticut.
Permitted, April 8, 1994.

Philadelphia

Financial Trust Corp., Carlisle, Pennsylvania -- to
acquire certain assets and assume certain
liabilities of Homestead Federal Savings
Association, Middletown, Pennsylvania.
Approved, April 8, 1994.

BANK PREMISES .
Philadelphia

Laurel Bank, Ebensburg, Pennsylvania -- investment in
bank premises.
Approved, April 8, 1994.

CAPITAL STOCK
New York

Bank of New York, New York, New York -- redemption of
shares.
Approved, April 8, 1994.

COMPETITIVE FACTORS REPORTS




Boston

Shawmut Bank, N.A., Boston, Massachusetts, proposed
acquisition of certain branches of Northeast
Savings F.A., Hartford, Connecticut -- report on
competitive factors.
Submitted, April 6, 1994.

Boston

Shawmut Bank of Connecticut, N.A., Hartford,
Connecticut, proposed acquisition of certain
branches of Northeast Savings, F.A. -- report on
competitive factors.
Submitted, April 6, 1994.

H 2
APRIL 11, 1994
PAGE 16

ADDITIONS AND CORRECTIONS
TO

APRIL 16, 1994

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

EXTENSIONS OF TIME




Chicago

Success Bancshares, Inc. (formerly Lincolnshire
Bancshares, Inc.), Lincolnshire, Illinois
extension to June 17, 1994, to purchase loan
participations from their banking subsidiary.
Granted, April 8, 1994.

FEDERAL RESERVE BANK OF BOSTON APPLICATIONS
SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
Application

Comment Period Ending Date

Peoples Heritage Financial
Group, Inc., Portland,
Maine - 5(d)(3) application
to acquire Mid Maine
Savings Bank, FSB, Auburn,
Maine

Newspaper

Not Yet Established

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
Application

Comment Period Ending Date

NONE
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
NONE
SECTION IV - APPLICATIONS NOT SUBJECT TO
FEDERAL REGISTER OR NEWSPAPER NOTICE
Application

'

NONE
SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

Institution

Examination Date

Rating**

NONE

♦Subject to CRA.
♦♦Rating Definitions:
"O" - Outstanding; "S" - Satisfactory;
- Needs to Improve; "SN" - Substantial Noncompliance.




"N"

Federal Reserve Bank of New York
Comment Period
Ending Date
SECTION I
Applications Subject to Newspaper
___________ Notice Only___________
Fleet Bank, Melville, New York to establish branches at
locations of Vets International Armored Car, Inc. at JFK
Terminal, Cargo Building 68, Jamaica; Brooklyn Terminal, 100
Dobbins Street, Brooklyn; and Long Island Terminal, 30 East
Ames Court, Plainview; all in New York.l/
5/11/94
Chemical Bank, New York, New York to establish branches at
The Waldorf Astoria, 3 01 Park Avenue and The New York Eye and
Ear Infirmary, 310 East 14th Street, both in New York, New
York.l/
5/14/94
SECTION II
Applications Subject to Both
Newspaper and Federal Register Notice
None.
SECTION III
Nonbanking Applications
(Subject to Federal Register Notice Only)
Union Bank of Switzerland, Zurich,
substantially all of the assets of
Inc., West Lebanon, New Hampshire,
investment advisory and management

Switzerland to acquire
Timberland Resources,
and thereby engage in
activities.

N/A

J.P. Morgan & Co., Incorporated, New York, New York, through
its wholly-owned subsidiary, Morgan Community Development
Corporation, to retain its 39.8 percent limited partnership
interest in Henry Phipps Plaza South Associates, New York,
New York, and to augment that interest by acquiring from the
Resolution Trust Corporation an additional 14.8 limited
partnership interest previously held by Carteret Sayings Bank,
and thereby engage in community development activities.
N/A
SECTION IV
Applications Not Involving
______ Public Comment______
None.




SECTION V
Availability of CRA Public Evaluations
In connection with the assessment of each insured, depository
institution's CRA performance, a rating is assigned from the
following group:
Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and
is a leader in, ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.
Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record
of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate- income neighbor
hoods, in a manner consistent with its resources and capabilities.
Week Ending April 16, 1994
NAME OF BANK

RATING

EXAMINATION DATE

None.
H | CM| CO|

/
/
/

4/




Subject to provisions of Community Reinvestment Act.
Later of dates specified in newspaper and Federal Register notices.
Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.
Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available

MESSAGE DISPLAY FOR BARBARA BRUER
To

Notify

From:
Lily Tham
Host: BANKSUP1
Postmark:
Apr 15,94 4:29 PM
Delivered: Apr 15,94
Status:
Previously read
Subject: InfiNet draft returned 4/15/94

4:29 PM

Message:
Letter reviewing the InfiNet draft application was sent out today
4/15/94.
Jay Bernstein signed the letter.




FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
None

SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE
CoreStates Financial Corp, Philadelphia, PA, requests approval to acquire 100% of the
votinq shares of New Clayton Bank, Wilminqton, DE , pursuant to Section 3(a)(3) of the
BHC Act.
Newspaper Comment Period expires:
Fed. Register comment period expires:

5/09/94
N/A

Keystone Financial, Inc., Harrisburg, Pennsylvania requests approval to acquire 100%
of The Frankford Corporation, Philadelphia, Pennsylvania, and thereby indirectly
acquire Frankford Trust Company, Philadelphia, Pennsylvania, pursuant to Section
3(a)(5) of the Bank Holding Company Act.
Newspaper Comment Period expires:
Fed. Register comment period expires:

5/10/94
5/12/94

SECTION III ~ APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
None.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE
None.

If Subject to provisions of Community Reinvestment Act.

*

N/A - not yet available.




FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
The following institutions were examined for CRA. The 30-business day period the bank
has to make the evaluation public has lapsed during the week ending April 15, 1994.
Identification of Ratings
In connection with the assessment of each insured depository
performance, a rating is assigned from the following groups:

institution's

CRA

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.
Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities•
Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.
Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.
Bank/Location




Examination Date
None.

CRA Rating

Federal Reserve Bank of Cleveland
Applications Bulletin
For Week Ending April 16, 1994

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY
NONE
SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
Received Section 4 ( c ) (8) application from
* Not Yet Known #
Mellon Bank Corporation, Pittsburgh,
Pennsylvania, on January 3, 1994, to acquire
Dreyfus Security Savings Bank, FSB, Paramus,
New Jersey, and Dreyfus Trust Company, Uniondale,
New Y o r k .
SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY
Received Section 4 ( c ) (8) application from
Mellon Bank Corporation, Pittsburgh,
Pennsylvania, on February 7, 1994, to acquire
The Truepenney Corporation, The Trotwood
Corporation, The Trotwood Hunters Site A
Corporation, The Trustwood Hunters Corporation,
and Dreyfus Realty Advisors, Inc., all located
in New York, New York.
Received Section 4 ( c ) (8) application from
Mellon Bank Corporation, Pittsburgh, Pennsylvania,
on March 30, 1994, to acquire Belden and
Associates Investment Counsel, San Francisco,
California.
Received Section 4 (c)(8) application from
Northwest Bancorp, Inc., Warren, Pennsylvania,
to acquire certain non-bank subsidiaries of
Northwest Savings Bank, Warren, Pennsylvania.

*
N
F
#

-




Not Yet Known #

May 3, 1994

Not Yet Known #

Subject to CRA
Newspaper Comment Period
Federal Register Comment Period
Expected to end approximately 30 days from date of
application's receipt.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE




NONE

AVAILABILITY OF CRA PUBLIC EVALUATIONS
(April 15, 1994)
The following state member banks have been examined by the Federal
Reserve Bank of Cleveland for compliance with The Community
Reinvestment Act. A public evaluation document became available
from the bank(s) listed below during the week ended April 15, 1994.
If you are interested in obtaining a copy of an evaluation
document, please contact the bank(s) directly.
There are four descriptive ratings for CRA:
a bank in this group has an outstanding record of,
OUTSTANDING:
and is a leader in, ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.
SATISFACTORY:
a bank in this group has a satisfactory record of
ascertaining and helping to meet the credit needs of its entire
delineated
community,
including
lowand
moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
NEEDS TO IMPROVE:
a bank in this group needs to improve its
overall record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and
capabilities.
SUBSTANTIAL NON COMPLIANCE:
a bank
in this group has a
substantially deficient record of ascertaining and helping to meet
the credit needs of its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.
The Dime Bank
200 Putnam Street
Marietta, Ohio 45750
(614) 373-0237
Rating:
Satisfactory
Exam Date:
February 22, 1994




Federal Reserve Bank of Richmond
Section I - Applications Subject to Newspaper
Notice Only
Application

Comment Period Ending Date

First-Citizens BancShares, Inc., Raleigh,
North Carolina, to have its subsidiary,
First-Citizens Bank & Trust Company, Raleigh,
North Carolina, merge with Edgecombe Home­
stead Savings Bank, SSB, Tarboro, North
Carolina.*

4-29-94

Section II - Applications Subject to Both
Newspaper and Federal Register Notice
Application

Comment Period Ending Date

FNB Corp., Asheboro, North Carolina,
to acquire Home Savings Bank of Siler
City, SSB, Siler City, North Carolina.*

5-9-94

Section III - Applications Subject to Federal Register Notice
Application

Comment Period Ending Date

None.

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice
Application
Chesapeake Bank, Kilmarnock, Virginia
(the proposed successor to Chesapeake
National Bank), for membership in the
Federal Reserve System.

*Application is subject to CRA requirements.




Federal Reserve Bank of Richmond
Availability of CRA Public Evaluations
Week ending April 15, 1994

Definition of Ratings
Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader
in, ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.
Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer­
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer­
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Examination
Date

Bank of Carroll
145 North Main Street
Hillsville, Virginia 24343




1-31-94

Rating

Satisfactory

Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending April 15. 1994
Section 1 - Applications Subject to Newspaper Notice Only
Comment Period Ending Date

Application
None.

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice
Application

Comment Period Ending Date

FCB Bancshares, Inc.
Good Hope, Alabama
1-BHC formation, First Commercial Bank
of Cullman County, Good Hope, Alabama.

Not yet available*

Bank South Corporation
Atlanta, Georgia
To merge with Citizens Express Company,
Gainesville, Georgia, and thereby directly
acquire The Citizens Bank, Gainesville,
Georgia, pursuant to Section 3(a) (5) of
the Bank Holding Company Ac t .

Not yet available*

Hibernia Corporation
Not yet available*
New Orleans, Louisiana
To merge with First Bancorp of Louisiana,
Inc., West Monroe, Louisiana, and thereby
directly acquire its bank subsidiaries,
First National Bank, West Monroe, Louisiana,
and Southern National Bank at Tallulah,
Tallulah, Louisiana, pursuant to Section
3(a) (5) of the Bank Holding Company Act.

Section 3 - Applications Subject to Federal Register Only
Application

Comment Period Ending Date

None.

♦Subject to provisions of the Community Reinvestment Act.




Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending April 15, 1994

Section 4 - Applications Not Subject to
Federal Register Notice or Newspaper Notice
Application
The Bankers Bank
Atlanta, Georgia
Request for increase in bank premises.




Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending April 15. 1994

Section 10 - Availability of CRA Public Evaluations

The CRA public evaluations of the insured depository institutions
listed below became available during this week. Information about
an institution's CRA evaluation may be obtained directly from the
institution. In connection with the assessment of an institution's
CRA performance, a rating is assigned from the following groups:
Outstanding record of meeting community credit needs:
An
institution has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire
delineated
community,
including
lowand
moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
Satisfactory record of meeting community credit needs:
An
institution has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs:
An
institution needs to improve its overall record of ascertaining and
helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs:
An
institution has a substantially deficient record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Examination
Bank
None.




Rating

Date

Federal Reserve Bank of Chicago
Section I - Applications Subject to Newspaper
Notice Only

Comment Period
Endincr Date

Txm

Application

Branch/24 A

Comerica Bank-Illinois
Skokie, Illinois
Northeast Corner of Milwaukee
Avenue & Old Half Day Road
Lincolnshire, Illinois &
Invest $1,926,000 in Land

N

- 4-18-94

Merger/Branch

Chemical Bank and Trust Company
Midland, Michigan
Edenville, Michigan branch of First
of America Mid-Michigan, National
Association, Bay City, Michigan
5777 M-30, Tobacco Township
Edenville. Michigan*

N

- 4-29-94

Oakar

Shoreline Financial Corporation
Benton Harbor, Michigan
South Haven Branch of Great Lakes
Bancorp, South Haven, Michigan*

N

- 4-13-94

Merger/Branch

M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
Valley Bank Milwaukee,
Milwaukee, Wisconsin
M&I Greater Milwaukee Bank,
Milwaukee, Wisconsin
M&I Wauwatosa State Bank,
Wauwatosa, Wisconsin
and to establish 17 branches

N - **

Branch

State Bank of Freeport
Freeport, Illinois
6833 Stalter Drive
Rockford, Illinois

N

- **

Branch

First Bank North
Freeport, Illinois
3957 N. Mulford Road
Rockford, Illinois

N

- 4-25-94

Branch

The Northern Trust Company
Chicago, Illinois
West Pullman School
11941 South Parnell
Chicago, Illinois

N -




5-05-94

Federal Reserve Bank of Chicago
Section

I

-

Applications Subject
Notice Only
Continued

Typ e

Application

Dakar

Chemical Bank and Trust C o m p a n y
Freeland, Michigan
Freeland, Michigan Office of
S t a n d a r d Federal Bank
Troy, M i c h i g a n




to N e w s p a p e r

Comment Period
Ending Date
N

-

* *

Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Recrister Notice
Type

Ay-plication

Comment Period
Ending Date

CoC-HC

Veedersburg Bank Corp.
Veedersburg, Indiana
Stephen A. Songer

FR - 3-31-94
N
- **

Y-l

First Ozaukee Capital Corp.
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin*

FR - 4-15-94
N

- **

Y-l

TSB Financial, Inc.
Tremont, Illinois
Tremont Savings Bank
Tremont, Illinois*

FR - 4-15-94
N - 4-8-94

CoC-HC

North Salem State Bancorporation
North Salem, Indiana
Robert Porter

FR - 4-12-94
N - **

Y-l

Bellevue State Bank Employee Stock
Ownership Plan
Bellevue, Iowa
Bellevue Service Company
Bellevue, Iowa
Bellevue State Bank
Bellevue, Iowa*

FR - 4-22-94
N - **

Y-l

The First Trust Holdings, Inc.
Watseka, Illinois
First Trust and Savings Bank of Watseka
Watseka, Illinois
First National Bank of Clifton
Clifton, Illinois*

FR - 4-28-94
N

_ **

Y-2

Commercial Financial Corp.
Storm Lake, Iowa
Central Trust Investment, Inc.
Cherokee, Iowa
Central Trust and Savings Bank
Cherokee, Iowa*

FR - 4-25-94
N - **

Y-2

Northern Trust of Florida Corporation
Chicago, Illinois
Beach One Financial Services, Inc.
Vero Beach, Florida
The Beach Bank of Vero Beach
Vero Beach, Florida*

FR - 5-2-94
NP - 4-28-94




Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Register Notice
(Continued)
Comment Period
Ending Date

Type

A w l i c a tion

Y-2

Northern Trust Corporation
Chicago, Illinois
Beach One Financial Services, Inc.
Vero Beach, Florida
The Beach Bank of Vero Beach
Vero Beach, Florida*

FR
NP

5-2-94
- 4-28-94

CoC-HC

Spring Bancorp, Inc.
Springfield, Illinois
Jack A. Marantz & Tow E. Marantz

FR
NP

- 5-09-94
- **

Y-l

Second Fourth Street Financial Corp.
Pekin, Illinois
Herget Financial Corp.
Pekin, Illinois
Herget National Bank of Pekin
Pekin, Illinois*

FR

- 5-12-94

Y-2

Heritage Financial Services
Tinley Park, Illinois
Midlothian State Bank
Midlothian, Illinois*

FR
NP

- 5-12-94
- **

Y-l

Capital Commerce Bancorp, Inc.
Milwaukee, Wisconsin
Western Bancshares, Inc.
Milwaukee, Wisconsin
Milwaukee Western Bank
Milwaukee, Wisconsin*

FR
NP

- **
- 5-6-94

Y-2

Capitol Bancorp, LTD.
Lansing, Michigan
Financial Center Corporation
Holland, Michigan
Paragon Bank
Holland, Michigan

FR
NP

- 2-25-94
- 5-14-94

Y-2

Chemical Financial Corporation
Midland, Michigan
Standard Federal Bank
Troy, Michigan

CoC-HC




Peoples Bancorp, Inc.
Prairie Du Chien, Wisconsin
Thomas F. Farrel

jVP - * *

FR

- **

N

_

FR
N

- **
- 5-01-94

* *

Federal Reserve Bank of Chicago
Section III - Applications Subiect to Federal Recrister
Nzzice Only
Type

.

Application

Comment Period
Endina Date

Y-4

First Colonial Bankshares Corporation
Chicago, Illinois
First Colonial Investment Services
Elmhurst, Illinois

FR - 4-11-94

Y-4

Heartland Financial USA, Inc.
Dubuque, Iowa
Keokuk Bar.cshares Inc.
Keokuk, Icwa
First Comir.uni zy Bank, A Federal
Savings Bank
Keokuk, Iowa

FR - 4-15-94

Y-4

First Waukegan Corporation
Gurnee, Illinois
Hometown Finance Zorporation
Glenview, Illinois

FR - 4-18-94

4 (c) (8)

First Ozaukee Capizal Corp.
Cedarburg, Wisconsin
Engage in making, acquiring or
servicing loans

FR - 4-15-94

4 (c) (8)

Valley Financial Cznp.
Caro, Michigan
Engage in zhe sale of general insurance

FR - 4-18-94

4 (c) (8)

Barabco Bancorpcrazion
Baraboo, Wisconsin
Eencracre de novo in making and
servicing loans

n

- **

4 (c) (8)

TSB Financial, Inc.
Tremont, Illinois
to engage in making, acquiring, or
servicing of loans

FR - 4 -15-94

4 (c) (8)

First Midwesz Corporation of Deleware
Elmwood Park, Illinois
Midwest Trust Services
Elmwood Park, Illinois

FR - 5-09-94




Federal Reserve Bank of Chicago
Section

IV

- A p p l i c a t i o n s N o t S u b j e c t to F e d e r a l
Notice

Type

Application

RoS

S p r i n g B a n c o r p , Inc.
Springfield, Illinois
R e d e e m 1 7 5 , 1 5 5 shares o f i t s

Register or Newspaper

RoS

First Forest Park Corporation
F o r e s t Park, I l l i n o i s
R e d e e m 1,634 shares of its

common

common

stock

stock

N
- Newspaper
FR - F e d e r a l R e g i s t e r
* - S u b j e c t to P r o v i s i o n s o f C o m m u n i t y R e i n v e s t m e n t A c t
** - N o t a v a i l a b l e a t t h i s t i m e




AVAILABILITY OF CRA PUBLIC EVALUATIONS
The following state member banks have been examined by the Federal Reserve
Bank of Chicago for compliance with the CRA. The 3 0 -business day period the
bank has to make the evaluation public has lapsed during the week ending
April 15, 1994. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.
Identification of Ratings
O-An institution in this group has an outstanding record of, and is
a
leader in, ascertaining and helping to meet the credit needs of
its entire
delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with its resources
and capabilities.
S-An institution in this group has a satisfactory record of
ascertaining and helping to meet the credit needs of its entire
delineated
community, includin low- and moderate -income
neighborhoods, in a
manner consistent with its
resources and capabilities.
NI-An institution in this group needs to improve its overall record
of
ascertaining and helping to meet the credit needs of its
entire
delineated community, including low- and moderate-income
neighborhoods,
in a manner consistent with its resources and
capabilities.
SN-An institution in this group has a substantially deficient
record
of ascertaining and helping to meet the credit needs of
its entire
delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with its resources
and capabilities.
BANK NAME /LOCA TI ON
EXAMINATION DATE
-NONE




RATINGS

Federal Reserve Bank of St. Louis
FOR THE WEEK ENDING APRIL 15, 1994
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE

Application

End of Comment Period

None.

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

Application
* Section 3(a)(3) application by First Tennessee
National Corporation, Memphis, Tennessee, to
acquire Planters Bank, Tunica, Mississippi.
Change in Control notification involving M&P
Community Bancshares, Inc., Newport, Arkansas,
by Mary Alice Holden, John L. Corner, Sr., and
two trusts (previously reported during week
ending 4-1-94).

End of Comment Period

Newspaper:

5-16-94

Federal Register: 4-26-94

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application

End of Comment Period

None.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Application

None.*

* This application is subject to CRA.




End of Comment Period

FEDERAL RESERVE BANK OF ST. LOUIS
St. Louis, Missouri

AVAILABILITY OF CRA PUBLIC DISCLOSURES
Ide t f c t o of Ratings:
niiain
Outstanding record of meeting community credit needs
An i s i u i n i t i group has an outstanding record o , and i a leader i , ascertaining and helping t
nttto n hs
f
s
n
o
meet the credit needs of i s e t r delineated community, including low- and moderate-income
t nie
neighborhoods, i a manner consistent with i sresources and c p b l t e .
n
t
aaiiis
Satisfactory record of meeting community creditneeds
An i s i u i n i t i group has a satisfactory record of ascertaining and helping to meet the c e i needs
nttto n hs
rdt
of i s e t r delineated community, including low-and moderate- income neighborhoods, i a manner
t nie
n
consistent with i s resources and c p b l t e .
t
aaiiis
Needs to improve record of meeting community c e needs
r dit
An i s i u i n i t i group needs t improve i s ove a l record of ascertaining and helping to meet the
nttto n hs
o
t
rl
credit needs of i s e t r delineated community, including low- and moderate-income neighborhoods, i a
t nie
n
manner consistent with i s resources and c p b l t e .
t
aaiiis
Substantial noncompliance i meeting community c e i needs
n
rdt
An i s i u i n i t i group has a substantially defic e t record of ascertaining and helping to meet the
n ttto n hs
in
c edit needs of i s e t r delineated community, including low- and moderate-income neighborhoods, i a
r
t nie
n
manner consistent with i s resources and c p b l t e .
t
aaiiis

FOR THE WEEK ENDING

Name of Bank

Peoples Bank and
Loan Company




April 15, 1994

Bank Address

P. 0. Box 280
Lewisville, Arkansas

Examination
Date
1-10-94
71845

Examination
Rating
Satisfactory

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Only
Comment Period
Endine Date

Application
Valley Bank of Ronan,
Ronan, MT
To establish a branch
in Arlee, MT*

May 7, 1994

Western Bank of Billings
Billings, MT
To become a member of the
Federal Reserve System*

Not yet available

First Community Bank of
Glasgow, Glasgow, MT
To become a member of the
Federal Reserve System*

May 9, 1994

Section II - Applications Subject to Both
Newspaper and Federal Register Notice
Application

Comment Period
Endins: Date

HSB Financial Corporation,
Harwood, ND
To become a bank holding
company through the
acquisition of 97.6% of the
voting shares of Harwood
State Bank,
Harwood, ND*

Not yet available

G.B. Financial Services
Greenbush, MN
To acquire 60% of Greenbush
Bancshares, Inc., a holding
company owning 97% of
Greenbush

April 30, 1994
(Newspaper)

^Subject to CRA




FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice (Continued)

Application
United Bank Corporation
Osseo, WI
To become a bank holding
company through the acquisition
of 96.92% of the voting shares
of United Bank, Osseo, WI;
88.82% of the voting shares
of Clarke County State Bank,
Osceola, IA;
84.83% of the voting shares
of Lincoln County Bank,
Merrill, WI;
99.67% of the voting shares
of Bank Poynette, Poynette,
WI;
100.00% of the voting shares
of Farmers State Bank,
Stickney,SD;
91.20% of the voting shares
of Farmers & Merchants State Bank,
Iroquois, SD; and
100.00% of the voting shares
of Cambridge State Bank,
Cambridge, WI.*

^Subject to CRA




Comment Period
Ending Date
April 28, 1994
(Federal Register)

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only
Comment Period
Ending Date,

Application
Otto Bremer Foundation,
St. Paul, MN and Bremer
Financial Corporation,
St. Paul, MN
To engage de novo in
leasing real property

Not yet available

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application
Hand County Bank, Miller, SD
To invest $50,000 in bank
premises




FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending April 15, 1994
ASSIGNMENT OF RATING
Identification of Ratings
In connection with the assessment of each insured depository institution's CRA
performance, a rating is assigned from the following groups:
OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has an outstanding record of, and is a
leader in, ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.
NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.
An institution in this group needs to improve its overall record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.
SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low-and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.
BANK(S) EXAMINED

DATE OF EXAMINATION

CRA RATING

Farmers State Bank of Denton January 19, 1994
423 Broadway, Box 1047
Denton, MT 59430
(406) 567-2265

Outstanding

Hand County State Bank
131 N. Broadway, Box 126
Miller, SD 57362
(605) 853-3051

Outstanding




January 3, 1994

Federal Reserve Bank of Kansas City

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE O N L Y
APPLICATION
Stockgrowers State Bank, Worland,
Wyoming, for prior approval to become
a member of the Federal Reserve
System.

COMMENT PERIOD ENDING DATE
Not Available

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION

COMMENT PERIOD ENDING DATE

Consolidated Equity Corporation,
Purcell, Oklahoma, for prior approval
to become a bank holding company
through the acquisition of 100
percent of American Interstate
Bancshares, Inc., Woodward, Oklahoma,
85.89 percent of the voting shares of
American National Bank, Woodward,
Oklahoma, and 98.27 percent of First
American Bank & Trust Co., Purcell,
Oklahoma.8

Not Available

James Levendofsky, Belleville,
Kansas, for prior approval to
increase his proportionate ownership
interest in Peoples Bancorp of
Belleville, Inc., Belleville, Kansas,
from 18 percent to 32.35 percent.

Not Available

George H. Waitt, III, Rose Hill,
Kansas, for prior approval to
increase his proportionate ownership
interest in Rose Hill Bancorp, Inc.,
Rose Hill, Kansas, from 13.7 percent
to 36.8 percent.

Not Available

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE
ONLY
APPLICATION
Consolidated Equity Corporation,
Purcell, Oklahoma, for prior approval
to retain mortgage and other notes
receivable.




COMMENT PERIOD ENDING DATE
Not Available

Federal Reserve Bank of Kansas City

McClain County Bancorporation, Inc.,
Purcell, Oklahoma, for prior approval
to perform the offering of general
insurance products.

Not Available

First Ainsworth Company, Ainsworth,
Nebraska, for prior approval to
acquire the assets of The Kulek
Insurance Agency, Ainsworth,
Nebraska, and 80 percent of The First
National Agency of Ainsworth, Inc.,
Ainsworth, Nebraska, and to engage in
certain nonbanking activities.

May 20, 1994

.SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE!
OR NEWSPAPER NOTICE
APPLICATION

None.
SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Identification of Ratings
In connection with the assessment of each insured depository
institution's CRA performance, a rating is assigned from the
following groups:

O u tsta n d in g reco rd o f m eetin g community c r e d it n eed s
An institution in this group has an outstanding record of
ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with its
resources and capabilities.

S a t is f a c t o r y record o f m eetin g community c r e d it n eed s
An institution in this group has a satisfactory record of
ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with its
resources and capabilities.

N eeds to im prove record o f m eetin g community c r e d it n eed s
An institution in this group needs to improve its overall
record of ascertaining and helping to meet the credit needs of
its entire delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with its
resources and capabilities.




Federal Reserve Bank of Kansas City

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of
its entire delineated community, including low- and moderateincome neighborhoods,
in a manner consistent with
its
resources and capabilities.
Bank/Location

Exam Date

CRA Public
Date

Bank of Holden
123 West 2nd
Holden, Missouri

01-07-94

04-11-94

Outstanding

Boswell State Bank
01-10-94
P.O. Box 89
Boswell, Oklahoma 74727-0089

04-11-94

Satisfactory

Castle Rock Bank
501 Wilcox Street
Castle Rock, Colorado

04-13-94

Outstanding

64040-1322

01-03-94
80104-1736

♦Application is subject to CRA.




CRA
Ratina

FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF APRIL 11, 1994
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY
APPLICATION

NOTICE EXP

None.
SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION

** NOTICE EXP

Change in Control Notice by
Dorothy Lord Estate Trust, Georgetown, TX, and
Mr. W. Grogan Lord, Hearne, TX, as trustee
to acquire an interest in First Texas Bancorp,
Inc., Georgetown, TX
Change in Control Notice by
Terry P. Gilmore, San Marcos, TX, to acquire an
interest in S.B.T. Bancshares, Inc., San Marcos, TX
(Previously reported during the week of 3-21-94)
♦Section 3(a)(1) application by
Thirdtier, Inc., Wilmington, DE, to acquire
Olney Bancorp of Delaware, Inc., Wilmington, DE; Olney
Bancshares, Inc., Olney, TX; First Coleman National Bank,
Coleman, TX; Graham National Bank, Graham, TX; The First
National Bank of Olney, Olney, TX; and Farmers National
Bank, Seymour, TX
(Previously reported during the week of 3-28-94)
♦Section 3(a)(1) application by
Olney Bancshares of Texas, Inc., Olney, TX, to acquire
Thirdtier, Inc., Wilmington, DE; Olney Bancorp of Delaware,
Inc., Wilmington, DE; Olney Bancshares, Inc., Olney, TX;
First Coleman National Bank, Coleman, TX; Graham National
Bank, Graham, TX; The First National Bank of Olney, Olney,
TX; and Farmers National Bank, Seymour, TX
(Previously reported during the week of 3-28-94)

N/A

94/04/20

94/05/09

94/05/09

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY
APPLICATION
None.




NOTICE EXP

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

APPI TCATION
None.

•* EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.




SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF APRIL 11. 1994

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a
leader in, ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.
Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.
Needs to Improve record of meeting community credit needs.
An institution in this group need to improve its overall record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.
Substantial Noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

Bank
None.




Date of
Examination

CRA Rating

FEDERAL RESERVE BANK OF SAN FRANCISCO
Week ending 4/15/94
Section I - Applications Subject to Newspaper Notice Only
Application

Comment Period Ending Date

Heritage Bank of Nevada (In Organization),
Reno, Nevada, to become a member of the
Federal Reserve System. *

Newspaper:

Not available

Section II - Applications Sub.iect to Both
Newspaper and Federal Register Notice
First Commercial Bank, Taipei, Taiwan, to become
a bank holding company by acquiring FCB Taiwan
California Bank, location to be determined. *

Newspaper:

Not yet published

Fed. Reg.:

Not available

Section III - Applications Sub.iect to Federal Register Notice Only
BWC Financial Corp., Walnut Creek, California, to
acquire BWC Real Estate Inc., which will in turn
own 51 percent of BWC Mortgage Services, a joint
venture.

Fed. Reg.:

5/12/94

The Sumitomo Bank, Limited, Osaka, Japan, to engage
Fed. Reg.:
de novo in providing advice, including rendering
fairness options and providing valuation services
in connection with mergers, acquisitions, divestitures,
joint ventures, leveraged buyouts, recapitalizations,
capital structurings and financing transactions and
conducting financial feasibility studies through
Sumitomo Bank Leasing and Finance, Inc., New York,
New York.

5/10/94

The Sumitomo Bank, Limited, Osaka, Japan, to engage
de novo in leasing personal property, or acting as
an agent, broker or advisor in leasing such property
in which the lessor relies on an estimated residual
value of property in excess of 25 percent through
Sumitomo Bank Leasing and Finance, Inc., New York,
New York.

5/10/94

Fed. Reg.:

Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice
None

* Subject to CRA.



FEDERAL RESERVE BANK OF SAN FRANCISCO (cont'd.)
Week Ending 4/15/94
Section V - Availability of CRA Public Evaluations
The CRA public evaluations of the institution(s) below became available during
the week ending April 15, 1994. Information about a particular institution's
CRA evaluation may be obtained directly from the institution.
Rating*

Institution

Location

Caliber Bank

3800 N. Central Ave.
Phoenix, AZ 85067
(602) 640-9400

2/22/94

Satisfactory

Guardian Bank

800 S. Figueroa St.
Los Angeles, CA 90017
(213) 239-0800

2/25/94

Satisfactory

Examination Date

♦Under the rating system an institution's CRA performance is assigned one of
the following four ratings:
Outstanding record of meeting community credit needs: An institution has
an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.
Satisfactory record of meeting community credit needs: An institution has
a satisfactory record of ascertaining and meeting the credit needs of its
entire delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs: An institution
needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- to moderateincome neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncomp1iance in meeting community credit needs: An institution
has a substantially deficient record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- to moderateincome neighborhoods, in a manner consistent with its resources and capabilities.





Federal Reserve Bank of St. Louis, One Federal Reserve Bank Plaza, St. Louis, MO 63102