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a w o m c m h i p by BORED CF GOVERNORS OF THE FEDERAL RESERVE SYSTEM H.2, 1985 No. 31 Actions of the Board . Applications and Reports Received During the Week Biding August 3, 1985 APPLICABEE RESERVE BANK ACTIONS OF THE BOARD Paul A. Volcker, statement regarding multilateral development institutions and their role with respect to debt and growth problems of developing nations before the Subcommittee on International Development Institutions and Finance of the House Banking Caimittee on July 30, 1985. Appointment of a 14-member Advisory Group to assist in the development of the Federal Reserve program to reduce risk on large dollar transfer systems. Secretary Federal Reserve Board has extended the period for public ccnment until September 30, 1985, on the proposed revision of its bank holding company reporting requirements (Docket R-0548). 1/ New York Great Falls Bancorp, Totcwa, New Jersey — extension of time to November 6, 1985, within which to become a bank holding company with respect to Great Falls Bank. 1/ Philadelphia The First National Bank of Leesport, Pennsylvania, proposed merger with ENBL National Bank, under the charter of the latter and with the title of the former — report to the Comptroller of the Currency on competitive factors. 1/ Philadelphia Frankford Trust Company, Philadelphia, Pennsylvania, proposed merger with Colonial Savings Bank, under the charter and title of the former — report to the Federal Deposit Insurance Corporation on competitive factors. 1/ T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 Mo. 31 - 2 ACTIONS OF THE BOARD - Continued Richmond The Bank of Alexandria, Virginia — extension of time to November 10, 1985, within which to withdraw from membership in the Federal Reserve System. 1/ Richmond First Ccranunity Bank, Inc., Princeton, West Virginia — extension of time to August 19, 1985, within which to establish a branch at Pine Plaza Shopping Center. 1/ Atlanta First State Corp., West Blocton, Alabama — extension of time to October 20, 1985, within which to become a bank holding company through acquisition of First State Bank of Bibb County. 1/ Atlanta United Bankshares, Inc., Nashville, Georgia — extension of time to September 1, 1985, within which to become a bank holding ccnpany through acquisition of The United Banking Company. 1/ Atlanta Sun Banks, Inc., Orlando, Florida and SunTrust Banks, Inc., Atlanta, Georgia — extension of time to November 1, 1985, within which to acquire up to 15 percent of outstanding shares of Peoples Bank of Lakeland, Lakeland, Florida. 1/ Atlanta B. B. Financial Corporation, Boca Raton, Florida — extension of time to October 1, 1985, within which to become a bank holding company through acquisition of Boca Bank. 1/ Atlanta Culverhouse, Sr., Hugh F., — extension of time to December 31, 1985, within which he may acquire additional shares of Florida Commercial Banks, Inc., Miami, Florida. 1/ Chicago Bank of Sturgeon Bay, Wisconsin — bank premises. 1/ Chicago M&I Bank of Hilldale, Madison, Wisconsin, proposed merger with M&I Bank of Jamestown, under the charter and title of M&I Bank of Hilldale — report to the Federal Deposit Insurance Corporation on competitive factors. 1/ T7 investment in Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 3 ACTIONS OF THE BQAED - Continued Chicago The Morton Grove Bank, Morton Grove, Illinois, proposed merger with The Morton Grove Interim Bank, under the charter of the latter and the title of the former — report to the Federal Deposit Insurance Corporation on competitive factors. 1/ Chicago St. Francis State Bank, St. Francis, Wisconsin, proposed merger with SFSB Interim Bank, under the charter of the latter and the title of the former — report to the Federal Deposit Insurance Corporation on competitive factors. 1/ Chicago Chicago Canmerce Bancorporatian, Chicago, Illinois — extension of time to September 27, 1985, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of the successor by merger to Chicago Bank of Commerce. 1/ St. Louis Adairville Banking Company, Adairville, Kentucky, proposed merger with MSB Acquisition Bank, Inc. — report to the Federal Deposit Insurance Corporation on competitive factors. 1/ St. Louis Peeples Bancorp of Washington, Washington, Indiana — extension of time to October 28, 1985, within which to become a bank holding company through acquisition of the successor by merger to The Peoples National Bank and Trust Company. 1/ Dallas Marble Falls National Bancshares, Inc., Marble Falls, Texas — extension of time to October 28, 1985, within which to acquire 100 percent of the voting shares of Marble Falls National Bank. 1/ San Francisco Marathon Bancorp, Los Angeles, California — extension of time to November 9, 1985, within which to engage de novo in nonbanking activities through Marathon Bancorp Mortgage Corporation. 1/ San Francisco Trans Bankcorp Holdings, N.V., — extension of time to November 4, 1985, within which to acquire Trans Bankcorp Inc. 1/ 17 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 4 ACTIONS OF THE BOARD - Continued San Francisco Wells Fargo & Company, San Francisco, California — extension of time to July 31, 1986, within which to divest of real estate acquired in connection with debts previously contracted (Bauer Farm) by a subsidiary, Wells Fargo AG Credit. 1/ San Francisco Messrs. Milton, Brian, and Samuel Sorokin and Terry Metrovich — extension of time to September 4, 1985, regarding Change in Control notice to acquire shares of Mesa Bancorp. 1/ T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 5 - ACTIONS OF THE BOARD - Continued * * * * * To Establish a Domestic Branch Pursuant to Section 9 of the Federal Reserve Act Approved Cleveland The Provident Bank, Cincinnati, Ohio — to establish three customer bank ccmnunication terminals at: 4145 Montgomery Road; 4016 Harrison Road; and Thriftway, Inc., 4900 Aunt Road, Cincinnati, Ohio. 1/ Richmond First Virginia Bank-South Central, Amherst, Virginia — to establish a branch at the intersection of U.S. Route 501 and State Route 24, Rustburg, Virginia. 1/ Richmond Bank of the Commonwealth, Norfolk, Virginia — establish a branch at 7530 Tidewater Drive, Norfolk, Virginia. 1/ Dallas First City Bank of Corpus Christi, Corpus Christi, Texas — to establish a branch at 418 South Alister, Port Aransas, Texas. 1/ San Francisco First Interstate Bank of California, Los Angeles, California — to establish a temporary branch facility at the Annual Southern California Heme and Garden Show, Anaheim Convention Center, Anaheim, California. 1/ to * * * * * Issued Intent Not to Disapprove Change of Control Pursuant to Change in Bank Control Act of 1978 Not Disapproved Minneapolis Greenbush Bancshares, Inc., Greenbush, Minnesota. 1/ 1 7 Application processed on behalf of the Board, of Governors under delegated authority. H.2, 1985 No. 31 - 6 ACTIONS OF THE BOARD - Continued Kansas City Bank Land Company, Denver, Colorado. 1/ Kansas City Herington Bancshares, Inc., Herington, Kansas. 1/ Kansas City Republic Bancorporation, Inc., Englewood, Colorado. 1/ * * * * * TO Become a Member of the Federal Reserve System Pursuant to Section 9 of the Federal Reserve Act Approved Atlanta Commerce Bank of Tampa, Tampa, Florida. 1/ * * * * * Applications and Notifications for International Investments and Other Action Pursuant to Sections 25 and 25 (a) of the Federal Reserve Act and Sections 4(c) (9), 4(c) (13) , and 4(c) (14) of the Bank Holding Company Act of 1956r as amended Approved Boston State Street Boston Corporation, Boston, Massachusetts — grants consent to make an additional investment in the preferred stock of its subsidiary, State Street Trade Development Company, Inc., Cambridge, Massachusetts. New York Citibank Overseas Investment Corporation, Wilmington, Delaware — grants consent to purchase and hold, directly or indirectly, the shares of Banca Centro Sud, Naples, Italy. San Francisco Security Pacific International Bank, Los Angeles, California — crrants consent to act as an insurance agent or broker with respect to international commercial risks and to invest in one or more domestic subsidiaries. T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 7 ACTIONS OF TOE BOARD - Continued * * * * * To Form a Bank Holding Company Pursuant to Section 3(a) (1) of the Bank Holding Company Act of 1956 Returned Kansas City Schuyler Bancorporation, Schuyler, Nebraska — for approval to acquire 100 percent of the voting shares of the Schuyler State Bank and Trust Company, Schuyler, Nebraska. San Francisco American Foreign Exchange Bancorp, Los Angeles, California — for approval to acquire 100 percent of the voting shares of American Foreign Exchange Bank, N.A., Los Angeles, California, a proposed new bank. San Francisco The Stockman's Bancorp, Kingman, Arizona — for approval to acquire 100 percent of the v o tin g shares of The Stockman's Bank, Kingman, Arizona. Approved Boston Verbanc Financial Corp., Bellows Falls, Vermont — for approval to acquire 100 percent of the voting shares of Bellows Falls Trust Company, Bellcv/s Falls, Vermont. 1/ Atlanta Citizens and Southern Acquisition Corporation, Atlanta, Georgia — for a p p ro v a l to acquire 100 percent of the voting shares of Landmark Banking Corporation of Florida, Fort Lauderdale, Florida and indirectly Landmark Bank of Brevard, Melbourne; Landmark First National Bank, Fort Lauderdale; Charlotte County National Bank, Port Charlotte; First Bank of Marco Island, N.A., Marco Island; First National Bank and Trust Company of Naples, Naples; First County Bank, Riverview; Landmark Bank of Tampa, Tampa; Peoples Bank of Hillsborough County, Tampa; East First National Bank, East Fort Myers; First Commercial Bank of Fort Myers, Fort Myers; The First Bank of Fort Tf Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 8 ACTIONS OF THE BOARD - Continued Myers, Fort Myers; Gulf Coast First National Bank, Fort Myers; North First Bank, North Fort Myers; Hie Palmetto Bank and Trust Company, Palmetto; Landmark Bank of Orlando, Orlando; Landmark Bank of Palm Beach County, Boca Raton; Peoples Bank of Pasco County, Flfers; Gulf Coast Bank of Pinellas, Madeira Beach; Landmark Union Trust Bank of St. Petersburg, N.A., St. Petersburg; Palm State Bank, Palm Harbor; Gulf Coast National Bank. Sarasota; National Bank of Sarasota, Sarasota; and South County Bank, Venice, all located in Florida. Atlanta FirstBanc Holding Company, Inc., Robertsdale, Alabama — for approval to acquire 100 percent of the voting shares of First Bank of Baldwin County, Robertsdale, Alabama, a proposed new bank. 1/ Atlanta Mississippi River Bancshares, Ltd., Belle Chasse, Louisiana — for approval to acquire 100 percent of the voting shares of Mississippi River Bank, Belle Chasse, Louisiana. 1/ Chicago The Farmers and Merchants Bancorp, Boswell, Indiana — for approval to acquire 100 percent of the voting shares of The Farmers and Merchants Bank, Boswell, Indiana. 1/ Chicago Montgomery Financial Corporation, Darlington, Indiana — for approval to acquire at least 80.84 percent of the voting shares of Farmers & Merchants State Bank, Darlington, Indiana. Chicago Republic Bancorp, Inc., Flint, Michigan — for approval to acquire at least 80 percent of the votinq shares of Republic Bank, Flint, Michigan. 1/ St. Louis ONB Merger Corp., Evansville, Indiana — for approval to acquire Merchants Republic Corp., Terre Haute, Indiana and indirectly 100 percent of the voting shares of The Merchants National Bank of Terre Haute, Terre Haute, Indiana. 1/ Kansas City City Bankshares, Inc., Oklahoma City, Oklahoma — for approval to acquire 100 percent of the voting shares of City Bank & Trust, Oklahoma City, Oklahoma, a proposed new bank. 1/ 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 9 ACTIONS OF THE BOARD - Continued Kansas City First Carmerce Banc shares, Inc., Lincoln, Nebraska — for approved to acquire at least 80.0 percent of the voting shares of Caimerce Group, Inc., Lincoln, Nebraska,and indirectly National Bank of Caimerce Trust and Savings Association, Lincoln, Nebraska; Caimerce Savings Lincoln, Inc., Lincoln, Nebraska; Caimerce Savings Columbus, Inc., Columbus, Nebraska; Caimerce Savings Scottsbluff, Inc., Scottsbluff, Nebraska; Caimerce Group Grand Island, Inc., Lincoln, Nebraska, and indirectly Overland National Bank, Grand Island, Nebraska; Caimerce Group Hastings, Inc., Lincoln, Nebraska,and indirectly City National Bank and Trust Company of Hastings, Hastings, Nebraska; Caimerce Group Kearney, Inc., Lincoln, Nebraska, and indirectly First National Bank and Trust Co., Kearney, Nebraska; Caimerce Group North Platte, Inc., Lincoln, Nebraska,and indirectly North Platte National Bank, North Platte, Nebraska; Caimerce Group West Point, Inc., Lincoln, Nebraska and indirectly First National Bank, West Point, Nebraska. 1/ Dallas Bosque Bancshares, Inc., Cranfills Gap, Texas — for approval to acquire 100 percent of the voting shares of Centex Bancshares, Inc., Cranfills Gap, Texas and indirectly First Security State Bank, Cranfills Gap, Texas. 1/ * * * * * Tb Expand a Bank Holding Ccnpany Pursuant to Section 3 (a) (3) of the Bank Holding Crapany Act of 1956 Withdrawn Boston New Hampshire Savings Bank Corporation, Concord, New Hampshire — for approval to acquire 100 percent of the voting shares of United Savings Bank, Manchester, New Hampshire (conversion fran United Federal Bank) 1/ Atlanta Pan American Bank, Inc., Miami, Florida — for approval to acquire 100 percent of the voting T7 Application processed on behalf of the Board of Governors under delegated authority. - 10 - H.2, 1985 No. 31 ACTIONS OF THE BOARD - Continued shares of Pan American Bank of Broward, N.A., Oakland Park, Florida, a proposed new bank. 1/ Returned Kansas City FirstBank Holding Company and FirstBank Holding Company of Colorado, both of Lakewood, Colorado — for approval to acquire 100 percent of the voting shares of FirstBank at 88th/Wadsworth, N.A., Westminster, Colorado, a proposed new bank. Kansas City Kansas State Financial Corporation, Wichita, Kansas — for approval to acquire 100 percent of the voting shares of Central Financial Corporation, Wichita, Kansas and indirectly acquire Central Bank and Trust, Wichita, Kansas. Approved Boston UST Corp., Boston, Massachusetts — for approval to acquire at least 80 percent of the voting shares of Gloucester National Bank of Gloucester, Gloucester, Massachusetts. 1/ Atlanta Citizens and Southern Georgia Corporation, Atlanta, Georgia — for approval to acquire 100 percent of the voting shares of the successor by merger to landmark Banking Corporation of Florida, Fort Lauderdale, Florida and indirectly Landmark Bank of Brevard, Melbourne; Landmark First National Bank, Fort Lauderdale; Charlotte County National Bank, Port Charlotte; First Bank of Marco Island, N.A., Marco Island; First National Bank and Trust Company of Naples, Naples; First County Bank, Fiverview; Landmark Bank of Tampa, Tampa; Peoples Bank of Hillsborough County, Tampa; East First National Bank, East Fort Myers; First Carmercial Bank of Fort Myers, Fort Myers; The First Bank of Fort Myers, Fort Myers; Gulf Coast First National Bank, Fort Myers; North First Bank, North Fort Myers; The Palmetto Bank and Trust Company, Palmetto; Landmark Bank of Orlando, Orlando; Landmark Bank of Palm Beach County, Boca Raton; Peeples Bank of Pasco County, Elfers; Gulf Coast Bank of Pinellas, Madeira Beach; Landmark Union 17 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 11 ACTIONS OF THE BOARD - Continued Trust Bank of St. Petersburg, N.A., St. Petersburg; Palm State Bank, Palm Harbor; Gulf Coast National Bank, Sarasota; National Bank of Sarasota, Sarasota; and South County Bank, Venice, all located in Florida. Atlanta First National Corporation, Covington, Louisiana — for approval to acquire 100 percent of the voting shares of CNB Bancshares Corporation, New Orleans, Louisiana and indirectly Century Bank of New Orleans, New Orleans, Louisiana and Riverlands National Bank in La Place, La Place, Louisiana. 1/ Atlanta Sun Banks, Inc., Orlando, Florida and SunTrust Banks, Inc., Atlanta, Georgia — for approval to acquire 100 percent of the voting shares of Pan American Bank of Sarasota, Sarasota, Florida. 1/ Chicago Second National Corporation, Richmond, Indiana — for approval to acquire at least 60.12 percent of the voting shares of Bentonville State Bank, Bentonville, Indiana. 1/ St. Louis Old National Bancorp, Evansville, Indiana — for approval through the merger of its wholly-cwned subsidiary and one-bank holding cotpany, CNB Merger Corp., Evansville and Merchants Republic Corp., Terre Haute, Indiana, to acquire 100 percent of the voting shares of The Merchants National Bank of Terre Haute, Terre Haute, Indiana. 1/ Minneapolis Citizens State Bank at Mohall Employee Stock Ownership Plan, Mohall, North Dakota — for approval to acquire an additional 21.25 percent of the voting shares of GSB Bancshares, Inc., Mohall, NOrth Dakota and indirectly Citizens State Bank of Mohall, Mohall, North Dakota. 1/ Kansas City UBT Bancorp, Inc., Bartlesville, Oklahoma — for approval to acquire 25 percent of the voting shares of City Bankshares, Inc., Oklahoma City, Oklahoma. 1/ Dallas Bay Bancshares, Inc., La Porta, Texas — for approval to acquire 100 percent of the voting shares of Peoples Bank, N.A., Houston, Texas, a proposed new bank. 1/ T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 12 ACTIONS OF THE BOARD - Continued Dallas Central Corporation, Monroe, Louisiana — for approval to acquire 100 percent of the voting shares of Lincoln Bancshares, Inc., Ruston, Louisiana and indirectly Lincoln Bank and Trust Company, Ruston, Louisiana. 1/ Dallas Haltcm City Bancshares, Inc., Dallas, Texas — for approval to acquire 100 percent of the voting shares of American Bank of Ccnroerce, Grapevine, Texas. Denied New York Citicorp, New York, New York — for approval to acquire at least 80 percent of the voting shares of American State Bank of Rapid City, Rapid City, South Dakota. * * * * * To Expand a Bank Holding Carpany Pursuant to Section 3 (a) (5) of the Bank Holding Ccnpany Act of 1956 Returned Kansas City Starr Banc Shares, Inc., Hutchinson, Kansas — for approval to merge with Ark-Valley Bancorp, Inc., Hutchinson, Kansas and indirectly acquire Carmerce Bank of Hutchinson, N.A., Hutchinson, Kansas; Garden Banc Shares, Inc., Hutchinson, Kansas and indirectly acquire Fourth Bank of Garden City, N.A., Garden City, Kansas; Santa Fe Trail Banc Shares, Inc., Hutchinson, Kansas and indirectly acquire The Haskell County State Bank, Sublette, Kansas; Southwest Kansas Banc Shares, Inc., Hutchinson, Kansas and indirectly acquire First National Bank of Meade, Meade, Kansas and Valley Bancorp, Inc., Hutchinson, Kansas and indirectly acquire Valley State Bank, Syracuse, Kansas. Approved Atlanta 17 Carmerce Union Corporation, Nashville, Tennessee — for approval to merge with Tennessee Eastern Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 13 ACTIONS OF THE BOARD - Continued Bancshares, Inc., Oak Ridge, Tennessee, and indirectly to acquire Energy Bank, Oak Ridge, Tennessee. Correction: The application of First National Bancorp, Gainesville, Georgia, to merge with The Peoples Bancorp, Cleveland, Georgia and indirectly acquire Peoples Bank, Cleveland, Georgia which appeared on H.2 No. 27, 1985 as a 3(a)(1) should have been listed under section 3 (a)(5). Atlanta * * * * * To Expand a Bank Holding Cfpany Pursuant to Section 4(c) (8) of the Bank Holding Company Act of 1956 Returned Chicago J. E. Coonley Company, Dows, Iowa — to engage de novo (providing to others financially related data processing and data transmission ser vices, facilities, and data bases; or access to them) in Sheffield, Ic*ra. (7/31/85) Kansas City Binger Agency, Inc., Binger, Oklahoma — to engage de novo (engaging in full pay-out personal property leasing) conducted in the Oklahoma counties of Caddo, Canadian and Grady (7/31/85) San Francisco Centennial Beneficial Corp., Orange, California — to engage de novo (making, acquiring, and/or servicing loans for itself or for others of the type made by a mortgage company) through Centennial Mortgage Income Fund II (7/23/85) San Francisco U. S. Bancorp, Portland, Oregon — to engage de novo (providing to others financially related data processing and data transmission services, facilities, and data bases; or access to them) (7/30/85) Approved T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 14 ACTIONS OP THE BOARD - Continued Atlanta Citizens and Southern Acquisition Corporation, Atlanta, Georgia — for approval to acquire Capital Group, Inc., Fort Lauderdale, and its subsidiaries, Capital America, Inc., Fort Lauderdale and Capital Associates, Inc., Pompano Beach, companies that engage in equipment leasing; Landmark Financial Services, Inc., Fort Lauderdale engages in real estate appraisal activities and acts as an agent with respect to the sale of credit life insurance; Land mark Mortgage Corporation, Tampa, engages in making and servicing residential real estate mortgage loans; The National Trust Company, Fort Myers, engages in trust activities and Florida Interchange Group, Inc., Orlando engages in data processing and related activities. Atlanta Ciizens and Southern Georgia Corporation, Atlanta, Georgia — for approval to acquire Capital Group Inc., Fort Lauderdale, and its subsidiaries, Capital American, Inc., Fort Lauderdale, and Capital Associates, Inc., Pompano Beach, ccnpanies that engage in equipment leasing; Landmark Financial Services, Inc., Fort Lauderdale, engages in real estate appraisal activities and acts as an agent with respect to the sale Of credit life insurance; Landmark Mortgage Corporation, Tampa, engages in making and servicing residential real estate mortgage loans; The National Trust Company, Fort Myers, engages in trust activities; and Florida Interchange Group, Inc., Orlando, engages in data processing and related activities for an electronic funds transfer interchange system, all located in Florida. Chicago Indiana National Corporation, Indianapolis, Indiana — to acquire through its wholly-owned sub sidiary, Indiana Mortgage Company, 21.1 percent of the voting shares of Keystone Mortgage Corporation, Indianapolis, Indiana, thereby engaging in he production of single family mortgage loans. These activities would be conducted in Indianapolis, Indiana and Greenwood, Indiana. 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 15 - ACTIONS OF THE BOARD - C ontinued Minneapolis Northeast Montana Bank Shares, Inc., Poplar, Montana — for approval to acquire Northeast Montana Insurance Agency, Inc., Poplar, Montana. 1/ Kansas City First Ccmnerce Bancshares, Inc., Lincoln, Nebraska — for approved to indirectly acquire, through its acquisition of at least 80 percent of the voting shares of Ccmnerce Group, Inc., Lincoln, Nebraska, 75 percent of the voting shares of Ccmnerce Affiliated Life Insurance Company, Phoenix, Arizona, and thereby indirectly engage in underwriting credit life insurance on consumer loans and underwriting credit disability insurance on consumer loans. 1/ P erm itted Boston First NH Banks, Inc., Manchester, New Hampshire — to engage de novo (in full payout personal property leasing) through its subsidiary, First NH Resources, Inc., Manchester, New Hampshire. The activity will be conducted nationwide. (8/2/85) 3/ New York Citicorp, New York, New York — to engage de novo (in making, acquiring, and/or servicing loans for itself or for others of the type made by a consumer finance ccnpany; a sales finance ccnpany; and a ccmnercial finance ccnpany) (7/30/85) 3/ New York Citicorp, New York, New York — to engage de novo (providing portfolio investment advice to any person; providing economic information and advice, statistical forecasting services, and industry studies; providing financial advice to state and local governments) through an existing subsidiary or of any subsidiary yet to be farmed, throughout the U.S., Great Britain, Hong KOng. (8/1/85) 3/ Chicago 17 3/ North Ccranunity Bancorp, Inc., Chicago, Illinois — to engage de novo (making, acquiring and/or servicing loans for itself or for others of the type made by a mortgage ccnpany) through a subsidiary to be established, Conrounity Mortgage Ccnpany, Chicago, Illinois. The geographic area to be served will be the State of Illinois. (7/31/85) 3/ Application processed on behalf of the Board of Governors under delegated authority. Notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1985 Mb. 31 - 16 ACTIONS OF THE BOARD - Continued San Francisco Pacific Regency Bancorp, El Toro, California — to engage de novo (in providing financially related courier services) through Pacific Regency Courier Service (7/28/85) 3/ 37— Nbtificafion"~proceSsed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 17 ACTIONS OF THE BOARD - Continued Redemption of Shares Appro** Minneapolis Correction: The stock redemption notification for O'Neill Properties, Inc., Minneapolis, Minnesota, which appeared on H.2 No. 26, 1985 from the Kansas City district should have appeared from the Minneapolis district. Kansas City Bank Land Company, Denver, Colorado. 1/ Kansas City Herington Bancshares, Inc., Herington, Kansas. 1/ Kansas City Republic Bancorporation, Inc., Englewood, Colorado. 1/ 17 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1985 No. 31 - 18 - APPLICATIONS RECEIVED To Establish a Domestic Branch Pursuant to Section 9 of the Federal Reserve Act New York Chemical Bank, New York, New York — to establish a branch at 2 Broadway, New York, New York. 2/ New York United Jersey Bank, Hackensack, New Jersey — establish a branch at 34 Speedwell Avenue, Morristown, New Jersey. 2/ Cleveland The Fifth Third Bank, Cincinnati, Ohio — to establish a branch on Cheviot Road, Cincinnati, Ohio. 2/ Cleveland The Fifth Third Bank, Cincinnati, Ohio — to establish a branch on Montgomery Road, Cincinnati, Ohio. 2/ Richmond Peoples Bank of Danville, Danville, Virginia — establish a branch on Route 3, Danville, Virginia. 2/ Richmond Bank of Virginia, Richmond, Virginia — to establish a night depository at 2700 Potomac Mills Circle, Woodbridge, Virginia. 2/ Richmond Capon Valley Bank, Wardensville, West Virginia — to establish a branch in Moorefield, West Virginia. 2/ Chicago M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin — to establish an offsite electronic facility at 1200 West Wisconsin Avenue, Milwaukee, Wisconsin. 2/ to to * * * * * To Merge Pursuant to Section 18(c) of the Federal Deposit Insurance Act New York United Counties Trust Company, Elizabeth, New Jersey — to acquire the assets and assume the liabilities of the Keansburg Branch of United Jersey Bank/Mid State, Hazlet, New Jersey. 2/ 2j Application subject to Ccranunity Reinvestment Act. The Caimunity Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 19 - APPLICATIONS RECEIVED - Continued * * * * * Applications and Notifications for International Investments and Other Action Pursuant to Sections 25 and 25(a) of the Federal Reserve Act and Sections 4(c) (9), 4(c) (13), and 4 (c) (14) of the Bank Holding Ccnpany Act of 1956, as amended Boston The First National Bank of Boston, Boston, Massachusetts — intent of its Edge subsidiary, Boston Overseas Financial Corporation to make an additional investment in Boston Financial Limited, Melbourne, Victoria, Australia. * * * * * To Farm a Bank Holding Ccnpany Pursuant to Section 3 (a) (1) of the Bank Holding Ccnpany Act of 1956 New York The Trustccnpany Bancorporation, Jersey City, New Jersey — for approval to acquire 100 percent of the voting shares of The Trust Ccnpany of New Jersey, Jersey City, New Jersey. 2/ Philadelphia Freedan Valley Bancshares, Ltd., West Chester, Pennsylvania — for approval to acquire 100 percent of the voting shares of Freedan Valley Bank, West Chester, Pennsylvania, a preposed new bank. 2/ Cleveland United Bancshares, Inc., Columbus Grove, Ohio — for approval to acquire 100 percent of the voting shares of The Union Bank Ccnpany, Columbus Grove, Ohio. 2/ Atlanta First Santa Rosa Holding Corporation, Milton, Florida — for approval to acquire at least 80 percent of the voting shares of First National Bank of Santa Rosa, Milton, Florida. 2/ Atlanta Lawrence County Bancshares, Inc., Aurora, Missouri — for approval to acquire at least 86.81 percent of the voting shares of Lawrence County Bank, Aurora, Missouri. 2/ 27 Application subject to Caimunity Reinvestment Act. The Caimunity Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 20 APPLICATIONS RECEIVED - Continued Atlanta University State Bank Corporation, Tampa, Florida — for approval to acquire 100 percent of the voting shares of University State Bank, Tampa, Florida. 2/ Chicago First Bancorp, Indianapolis, Indiana — for approval to acquire 100 percent of the voting shares of First Bank and Trust Company, Speedway, Indiana. 2/ Chicago West Bancorp, Inc., Westmont, Illinois — for approval to acquire 100 percent of the voting shares of Bank of Westmont, Westmont, Illinois. 2/ St. Louis First United Bancshares, Inc., Horse Cave, Kentucky — for approval to acquire 100 percent of the voting shares of Park City State Bank, Park City, Kentucky. 2/ Minneapolis Richmond Bank Holding Co., Richmond, Minnesota — for approval to acquire at least 82 percent of the voting shares of State Bank of Richmond, Richmond, Minnesota. 2/ Minneapolis Taylor Bancshares, Inc., North Mankato, Minnesota — for approval to acquire 100 percent of the voting shares of Valley National Bank, North Mankato, Minnesota. 2/ Kansas City City Bankshares, Inc., Oklahoma City, Oklahoma — for approval to acquire 100 percent of the voting shares of City Bank & Trust, Oklahoma City, Oklahoma, a proposed new bank. 2/ Kansas City Crown Bancshares, Inc., Omaha, Nebraska — for approval to acquire 100 percent of the voting shares of First United Bank of Bellevue, Bellevue, Nebraska, a proposed new bank. 2/ Dallas First Lubbock Bancshares, Inc., Lubbock, Texas — for approval to acquire 100 percent of the voting shares of First National Bank at Lubbock, Lubbock, Texas. 2/ Dallas Sun Belt Bancshares Corporation, Conroe, Texas — for approval to acquire at least 51 percent of the voting shares of National Bank of Conroe, Conroe, Texas. 2/ 27 Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 21 APPLICATIONS RECEIVED - Continued San Francisco Financial Consortium of America, Solana Beach, California — for approval to acquire at least 51 percent of the voting shares of Bank of La Costa, Carlsbad, California. 2/ * * * * * Tb Expand a Bank Holding Company Pursuant to Section 3 (a) (3) of the Bank Holding Ccnpany Act of 1956 Boston Shawmut Corporation, Boston, Massachusetts — for approval to acquire 100 percent of the voting shares of Shawnut Quincy Bank & Trust Company, Quincy, Massachusetts, a proposed new bank. 2/ Atlanta Banco NOroriental De Venezuela, C.A., Apartado Caracas, Venezuela — for approval to acquire at least 10 percent of the voting shares of Eastern National Bank, Hialeah, Florida. 2/ Atlanta First Railroad & Banking Company of Georgia, Augusta, Georgia — for approval to acquire 100 percent of the voting shares of Georgia State Bank, Martinez, Georgia. 2/ Chicago Caimunity Banks, Inc., Middleton, Wisconsin — for approval to acquire at least 80 percent of the voting shares of Fanners & Merchants Bank, Richland Center, Wisconsin. 2/ Chicago 1st Columbia Corp., Columbus, Wisconsin — for approval to acquire at least 80 percent of the voting shares of Rio-Fall River Union Bank, Fall River, Wisconsin. 2/ Chicago Naperville Financial Corporation, Naperville, Illinois — for approval to acquire 100 percent of the voting shares of Heritage Bank of Bolingbrook, Bolingbrook, Illinois. 2/ Kansas City Kansas Bank Corporation, Liberal, Kansas — for approval to acquire 100 percent of the voting shares of Citizens Bank Services, Inc., Abilene, Kansas and indirectly Citizens Bank & Trust Co., Abilene, Kansas. 2/ 27 Application subject to Caimunity Reinvestment Act. The Catmunity Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 22 APPLICATIONS RECEIVED - Continued Kansas City Ottawa Bancshares, Inc., Ottawa, Kansas — for approval to acquire 84.7 percent of the voting shares of First State Bank, Hoisington, Kansas. 2/ Kansas City UBT Bancorp, Inc., Bartlesville, Oklahoma — for approval to acquire 25 percent of the voting shares of City Bankshares, Inc., Oklahoma City, Oklahoma. 2/ Dallas Bay Bancshares, Inc., La Porte, Texas — for approval to acquire 100 percent of the voting shares of Peoples Bank, N.A., Houston, Texas, a proposed new bank. 2/ Dallas Equitable Company of Texas, Dallas, Texas — for approval to acquire 4.9 percent of the voting shares of First Lubbock Bancshares, Inc., Lubbock, Texas and indirectly First National Bank of Lubbock, Lubbock, Texas. 2/ Dallas Klein Bancshares, Inc., Houston, Texas — for approval to acquire 100 percent of the voting shares of Klein Bank-Cypresswood, N.A., Houston, Texas, a proposed new bank. 2/ Dallas JCOrp, Dallas, Texas and MCorp Financial, Inc., Wilmington, Delaware — for approval to acquire 4.9 percent of the voting shares of First Lubbock Bancshares, Inc., Lubbock, Texas and indirectly First National Bank at Lubbock, Lubbock, Texas. 2/ San Francisco SJNB Financial Corp., San Jose, California — for approval to acquire 100 percent of the voting shares of Tri-Valley Bancorp, Dublin, California and indirectly Tri-Valley National Bank, Dublin, California. 2/ * * * * * To Expand a Bank Holding Ccnpany Pursuant to Section 3(a) (5) of the Bank Holding Company Act of 1956 Richmond 27 Key Bancshares of west Virginia, Inc., Huntington, West Virginia — for approval to merge with Application subject to Ccmnunity Reinvestment Act. The Ccranunity Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 23 - APPLICATIONS RECEIVED - Continued Centurion Bancorp, Inc., Charleston, West Virginia and indirectly Cardinal State Bank, N.A., Beckley, West Virginia and Charleston National Bank, Charleston, West Virginia and Citizens National Bank of St. Albans, St. Albans, West Virginia. 2/ * * * * * To Expand a Bank Holding Company Pursuant to Section 4 (c) (8) of the Bank Holding Ccnpany Act of 1956 New York Community Bank System, Inc., Syracuse, New York — to continue to engage in the provision of data processing services to commercial banks, mutual savings banks, savings and loan associations, and credit unions, through the retention of Northeastern Computer Services, Inc., Syracuse, New York. Richmond United Virginia Bankshares Incorporated, Richmond, Virginia — to engage de novo (any insurance activity engaged in by a bank holding company or a subsidiary that was approved by the Board prior to January 1, 1971) through its subsidiary, United Virginia Insurance Agency, Incorporated, Richmond, Virginia, the activity would be conducted nationwide. (7/31/85) Minneapolis First Bank System, Inc., Minneapolis, Minnesota — for approval to acquire certain assets of Rust Insurance Agency, Inc., Fargo, North Dakota. Kansas City Citadel Bankshares, Inc., Wichita, Kansas — selling credit life, disability, or involuntary unemployment insurance through the acquisition of Montgomery County Financial Corporation, Independence, Kansas. Kansas City Commerce Bancshares, Inc., Kansas City, Missouri — to engage in providing securities brokerage and incidental services through the acquisition of Commerce Brokerage Services, Inc., Kansas City, Missouri. 27 Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1985 No. 31 - 24 APPLICATIONS KECEXVH) - Continued Kansas City FirsTier, Inc., Lincoln, Nebraska — to engage de novo (in providing management consulting services to depository institutions) through FirsTier Management Consultants, Inc., Ctnaha, Nebraska, the activity will be conducted in Nebraska, Iowa, Kansas, South Dakota, Colorado, Wyoming and Montana (7/29/85) Kansas City IntraWest Financial Corporation, Denver, Colorado — to engage in underwriting credit life insurance and credit disability insurance on consumer loans through IntraWest Insurance Company, Northglenn, Colorado and a joint venture with American Bankers Life Insurance Company of Florida. Dallas Southwest First Ccranunity, Inc., Beeville, Texas — to engage in underwriting with respect to insurance limited to assuring repayment of the outstanding balance due on a specific extension of credit by a bank holding company or its subsidiary in the event of the death or disability of the debtor through the acquisition of South First Ccranunity Life Insurance Co., Beeville, Texas. San Francisco Heme Interstate Bancorp, Inc., Signal Hill, California — to continue to engage in ccranercial lending, the leasing of personal property, and financial advisory services through its subsidiary, Bancorp Capital Group, Inc., Signal Hill , California after the sale of 66.7 percent of the subsidiary to County Bank & Trust, Santa Cruz, California and First Trust Bank, Ontario, California. * * * * * REPORTS RECEIVE) None. * * * * * PETTnCKS FOR SDEJEMRKING None