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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 TO 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 TO 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 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 Register or Newspaper 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 Identification 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 itsresources and capabilities. Satisfactory record of meeting community creditneeds 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 creditneeds 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. 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.
@FedFRASER