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Federal Reserve Release H.2 Actions of the Board, Its Staff, and the Federal Reserve Banks: Applications and Reports Received No. 32 Week Ending August 9,1997 Board of Governors o f the Federal Reserve System, Washington, DC 20551 No. 32 ACTIONS TAKEN BY THE BOARD OF GOVERNORS BANK HOLDING COMPANIES CoreStates Financial Corporation, Philadelphia, Pennsylvania -- to engage in certain nonbanking activities through CoreStates Securities Corporation. - Permitted, August 4,1997 FORMS Report of Transaction Accounts, Other Deposits and Vault Cash (FR 2900); Report of Certain Eurocurrency Transactions (FR 2950/2951); Quarterly Report of Selected Total Deposits and Reservable Liabilities (FR 2910q); Annual Report of Total Deposits and Reservable Liabilities (FR 2910a); Allocation of Low Reserve Tranche and Reservable Liabilities Exemption (FR 2930/2930a); Daily Advance Report of Deposits (FR 2000); and Weekly Report of Deposits (FR 2001) — extension for three years with revision for FR 2900 and FR 2950/2951; and extension for three years, without revision for FR 2910q, FR 2910a, FR 2930/ 2930a, FR 2000, and for FR 2001. - Approved, August 8,1997 Uniform Application for Municipal Securities Principal or Municipal Securities Representative Associated with a Bank Municipal Securities Dealer (FR MSD-4); and Uniform Termination Notice for Municipal Securities Principal or Municipal Securities Representative Associated with a Bank Municipal Securities Dealer (FR MSD-5) —extension for three years, with revision. - Approved, August 5,1997 REGULATIONS AND POLICIES Profitability of Credit Card Operations of Depository Institutions —annual report to the Congress. - Approved, August 5,1997 Regulation D —request for comment on proposed amendments regarding pass-through accounts and reserve accounts of foreign bank offices and Edge and agreement corporations (Docket R-0980). - Approved, August 4,1997 H.2 August 3,1997 to August9,1997 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; RBOPS • Reserve Bank Operations and Payment Systems; IF - International Finance; OSDM • Office of Staff Director for Management BANK BRANCHES, DOMESTIC Atlanta Colonial Bank, Montgomery, Alabama -- to establish a branch at 3379 Peachtree Road, Atlanta, Georgia. - Approved, August 7,1997 Colonial Bank, Montgomery, Alabama —to establish a branch at 5441 Highway 90 West, Mobile, Alabama. - Approved, August 7,1997 Chicago F & M Bank-Northeast, Pulaski, Wisconsin —to establish a branch at 1926 and 1934 Dickinson Road, DePere, Wisconsin. - Approved, August 4,1997 Philadelphia Madison Bank, Blue Bell, Pennsylvania —to establish a branch office at 100 Main Street, Lansdale, Pennsylvania. - Approved, August 8,1997 Chicago Mercantile Bank of Western Iowa, Des Moines, Iowa —to establish a branch at the Clay County Fair, 1404 4th Avenue West, Spencer. Iowa. - Approved, August 7, 1997 San Francisco San Benito Bank, Hollister, California —to establish a branch at 751 First Street, Gilroy, California. - Approved, August 6,1997 San Francisco Silicon Valley Bank, Santa Clara, California —to establish a branch at 899 Adams Street, St. Helena, California. - Approved, August 6,1997 H.2 August 3,1997 to August9,1997 Page 2 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Richmond The Bank of Floyd, Floyd, Virginia —to establish a branch at 185 South Main Street, Hillsville, Virginia. - Approved, August 4,1997 BANK HOLDING COMPANIES Chicago Bank of Elmwood Employee Stock Ownership Plan and Trust, Racine, Wisconsin -to acquire additional shares of Elmwood Financial Corporation, Racine, Wisconsin. - Approved, August 8,1997 Kansas City Central Bancshares, Inc., Kansas City, Missouri —to acquire Cash Now L.L.C., Grandview, Missouri, and Cash Now, Inc., Kansas City, Kansas, and engage in lending and check cashing activities. - Permitted, August 8,1997 Kansas City Citizens Bancshares Company, Chillicothe, Missouri -- to engage de novo in purchasing and servicing accounts receivable through a joint venture. - Permitted, August 4,1997 Kansas City Community Bankshares, Inc., Denver, Colorado -- to acquire shares of Upper Rio Grande Bank Corporation, Del Norte, Colorado. - Approved, August 6,1997 Kansas City First Fairland Bancshares, Inc., Fairland, Oklahoma —to acquire Fairland Holding Company, Neosho, Missouri. - Approved, August 8,1997 Kansas City First National Bank Shares, Ltd., Great Bend, Kansas •• to acquire shares of BankWest, Castle Rock, Colorado. - Approved, August 6,1997 H.2 August 3,1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page 3 Philadelphia Keystone Financial Inc., Harrisburg, Pennsylvania -- to acquire MMC & P, Inc., Pittsburgh, Pennsylvania, and thereby engage in employee benefits consulting services. - Approved, August 5,1997 Kansas City Lexington B&L Financial Corp., Lexington, Missouri —to acquire Lafayette Bancshares, Inc., and engage in operating a savings association through ownership of B&L Bank. - Approved, August 7,1997 Cleveland Mellon Bank Corporation, Pittsburgh, Pennsylvania ~ to acquire an equity investment in Money Station, Inc., Columbus, Ohio. - Permitted, August 5,1997 St. Louis Middleburg Bancorp, Inc., Middleburg, Kentucky —to acquire voting stock of Lincoln Financial Bancorp, Inc., Stanford, Kentucky, and thereby indirectly acquire Lincoln Federal Savings Bank, Liberty, Kentucky. - Approved, August 5,1997 Chicago Northwest Suburban Bancorp, Inc., Arlington Heights, Illinois -- to acquire shares of Mount Prospect National Bank, Mount Prospect, Illinois. - Approved, August 4,1997 Minneapolis Norwest Corporation, Minneapolis, Minnesota -- to acquire The Bank of the Southwest, N.A., Pagosa Springs, Colorado. - Approved, August 7,1997 Norwest Corporation, Minneapolis, Minnesota -- to engage through Norwest Financial Services, Inc., and Norwest Financial, Inc., both of Des Moines, Iowa, in consumer finance activities and the sale of insurance related to extensions of credit through the acquisition of Fidelity Acceptance Corporation, Kansas City, Missouri. - Permitted, August 7,1997 H.2 August 3,1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page4 Cleveland Peoples Bancorp, Inc., Marietta, Ohio —to acquire Gateway Bancorp, Inc., Catlettsburg, Kentucky. - Approved, August 5,1997 New York Royal Bank of Canada —to engage through RBC Dominion Securities Corporation, New York, New York, in certain futures commission merchant activities. - Permitted, August 4,1997 Secretary SouthTrust Corporation, Birmingham, Alabama, and SouthTrust of Alabama, Inc. request for waiver of application to acquire Barnett Bank of Southwest Georgia, Columbus, Georgia. - Granted, August 4 ,1 9 9 7 Dallas Sterling Bancshares, Inc., Houston, Texas —to acquire First Houston Bancshares, Inc., Houston, Texas, and Houston National Bank. - Approved, August 7,1997 Kansas City Stockmens Financial Corporation, Rushville, Nebraska -- to acquire shares of BankWest, Castle Rock, Colorado. - Approved, August 6,1997 Richmond Triangle Bancorp, Inc., Raleigh, North Carolina —to acquire Bank of Mecklenburg, Charlotte, North Carolina. - Approved, August 6,1997 BANK MERGERS Richmond Bank of Mecklenberg, Charlotte, North Carolina - to merge with Triangle-Mecklenburg Interim Bank, Charlotte. - Approved, August 6,1997 H.2 August3,1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page S Atlanta Colonial Bank, Montgomery, Alabama - to merge with First Independence Bank of Florida, Fort Myers, Florida. - Approved, August 7,1997 Richmond First Virginia Bank-Southwest, Roanoke, Virginia —to merge with Premier Bank-South, N.A., Wytheville, Virginia. - Approved, August 6,1997 Richmond Resource Bank, Virginia Beach, Virginia -- to merge with Eastern American Bank, F.S.B., Herndon, Virginia, and establish two branches. - Approved, August 7,1997 BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS San Francisco Stockton Trust, Inc., Phoenix, Arizona —request for relief from certain commitments. - Withdrawn, August 8,1997 BANKS, STATE MEMBER Chicago Marshall & Ilsley Corporation and M & I Marshall Ilsley Bank, Milwaukee, Wisconsin —request for waiver of application to acquire eleven interim banks. - Granted, August 7,1997 Chicago Nichols Bancorp, Inc., Nichols, Wisconsin -- request for waiver of a commitment in connection with the purchase of a commercial lot. - Granted, August 8,1997 CHANGE IN BANK CONTROL Kansas City Interstate Bank, Great Bend, Kansas —change in bank control. - Permitted, August 4,1997 H.2 August 3,1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page 6 COMPETITIVE FACTORS REPORTS New York Bank Leumi Trust Company of New York, New York, New York - report on competitive factors of the the proposed acquisition of assets and assumption of liabilities of three United States branches of Bank Leumi Le-Israel B.M., Tel Aviv, Israel. - Submitted, August 6,1997 Richmond Bank of Raleigh, Beckley, West Virginia —report on competitive factors of the proposed merger with Beckley Federal Savings Bank, Beckley, West Virginia. - Submitted, August 5,1997 Minneapolis Bank of the Southwest, N.A., Pagosa Springs, Colorado - report on competitive factors of the proposed acquisition of assets and assumption of liabilities of Norwest Interim Bank Southwest, N.A. - Approved, August 7,1997 Boston BankBoston National, Boston, Massachusetts -- report on competitive factors of the proposed acquisition of assets and assumption of liabilities of Pacific National Bank, Nantuck, Massachusetts. - Submitted, August 8, 1997 New York China Trust Bank of New York, New York, New York -- report on competitive factors of the proposed acquisition of certain assets and assumption of certain liabilities of a branch of The Bank of New York in Hackensack, New Jersey. - Submitted, August 5,1997 San Francisco Citizens State Bank of Santa Paula, Santa Paula, California —report on competive factors of the proposed merger with Interim Citizens, Inc. - Submitted, August 8,1997 H.2 August 3, 1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page 7 Richmond Community First Bank, Walhalla, South Carolina —report on competitive factors of the proposed merger with Interim Community First Bank. - Submitted, August 5,1997 St. Louis Farmers Deposit Bank, Middleburg, Kentucky —report on competitive factors of the proposed merger with Lincoln Federal Savings Bank, Liberty, Kentucky. - Submitted, August 4,1997 Chicago First State Bank, New London, Wisconsin -- report on competitive factors of the proposed purchase of assets and assumption of liabilities of the Cecil, Wisconsin, branch of M&I Bank of Shawano, Shawano, Wisconsin. - Submitted, August 4,1997 First State Bank, New London, Wisconsin -- report on competitive factors of the proposed purchase of assets and assumption of liabilities of the Waupaca, Wisconsin, branch of Security Bank, S.S.B., Milwaukee, Wisconsin. - Submitted, August 4,1997 Richmond Matawan National Bank, Williamson, West Virginia -- report on competitive factors of the proposed merger with Matewan National Bank/Kentucky, Pikeville, Kentucky. - Submitted, August 8,1997 Atlanta Merchants Bank, Jackson, Alabama -- report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Grove Hill Branch of United Security Bank, Thomasville, Alabama. - Submitted, August 6,1997 Minneapolis Mid-Wisconsin Bank, Medford, Wisconsin -- report on competitive factors of the proposed purchase of the assets and assumption of the liabilities of the Northern and Tomahawk, Wisconsin, branches of M&I Merchants Bank, Rhinelander, Wisconsin. - Approved, August 8,1997 H.2 August3,1997 to August9,1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Page 8 Atlanta Peoples Bank, Winder, Georgia -- report on competitive factors of the proposed merger with Peoples Interim Corporation, Winder, Georgia. - Submitted, August 6,1997 Richmond Peoples Federal Savings and Loan Association, Conway, South Carolina —report on competitive factors of the proposed merger with Investors Savings Bank of South Carolina, Inc., Florence, South Carolina. - Submitted, August 6,1997 Minneapolis Richfield Interim Bank & Trust Company, Richfield, Minnesota -- report on competitive factors of the proposed merger with Richfield Bank & Trust Company, Richfield, Minnesota. - Submitted, August 6,1997 Secretary SouthTrust Bank of Alabama, N.A., Birmingham, Alabama —report on competitive factors of the proposed merger with Barnett Bank of Southwest Georgia, Columbus, Georgia. - Submitted, August 7, 1997 EXTENSIONS OF TIME San Francisco BankAmerica Corporation, San Francisco, California —extension to divest certain property. - Approved, August 5,1997 Chicago Country Bancorporation, Crawfordsville, Iowa -- extension to November 15, 1997, to acquire shares of Hiawatha Bank and Trust Company, Hiawatha, Iowa. - Granted, August 5,1997 St. Louis FGH Bancorp, Inc., Herrin, Illinois —extension to November 15,1997, to become a bank holding company through the acquisition of shares of Bank of Herrin, and Carterville State & Savings Bank, Carterville, Illinois. - Approved, August 5,1997 H.2 August 3, 1997 to August 9, 1997 Page 9 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Chicago Halbur Bancshares, Inc., Halbur, Iowa -- extension to November 5,1997, to redeem shares. - Approved, August 5,1997 MEMBERSHIP Chicago Charter Bank, Wyandotte, Michigan —to become a member of the Federal Reserve System. - Approved, August 8,1997 Additions/Corrections H.2 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS San Francisco Hawaiian Trust Company, Ltd., Honolulu, Hawaii —report on competitive factors of the proposed merger with Bank of Hawaii. - Submitted, August 1,1997 New York Synergy Federal Credit Union, Cranford, New Jersey -- report on competitive factors of the proposed merger with Synergy Federal Mutual Savings Bank. - Submitted, July 28,1997 EXTENSIONS OF TIME Atlanta First Citizens Bancorp, Cleveland, Tennessee -- extension to November 2, 1997, to convert its subsidiary', The Home Bank of Ducktown, Ducktown, Tennessee, to a federally chartered savings bank. - Granted, August 1,1997 FEDERAL RESERVE BANK OF BOSTON APPLICATIONS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Comment Period Ending Date NONE Application SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Comment Period Ending Date Application FSB Bancorp, MHC and FSB Bancorp, both of Farmington, Maine -3(a)(1) application to become bank holding companies through the acquisition of Franklin Savings Bank, Farmington, Maine* Newspaper 08/24/97 Federal Register 08/28/97 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Comment Period Ending Date NONE Application 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 SECTION VI - APPLICATIONS BULLETIN Effective April 21, 1997, information regarding the comment periods associated with applications and notices submitted to the Federal Reserve Bank of Boston for processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as amended, will be available 24 hours a day by calling the following toll-free number 1-800-896-9480. ♦Subject to CRA. ♦♦Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to Improve; "SN" - Substantial Noncompliance FEDERAL RESERVE BANK OF NEW YORK Comment Period Ending Date SECTION I Applications Subject to Newspaper Notice Only_____ None. SECTION II Applications Subject to Both Newspaper and Federal Register Notice Banco Santander, S.A.’s ("Santander") wholly-owned subsidiaries, Santander Holding Intemacional, S.A.("Santander Holding") and Santusa Holding, S.L. ("Santusa"), all of Madrid Spain (together, the"Applicants"), to become bank holding companies in connection with the transfer of all of the common stock of Santander’s 99.6 percent owned subsidiary, Banco Santander Puerto Rico, Hato Rey, Puerto Rico, to Santusa and to retain: (i) 9.89 percent of the shares of The Royal Bank of Scotland Group pic, Edinburg, Scotland; and (ii) 9.81 percent of the shares of First Union Corporation, Charlotte, North Carolina. Concurrent notice by Applicants to retain indirect interests in certain nonbankingsubsidiaries of RBSG and First Union, and thereby engage in certain nonbanking activities.!/ 08/22/97 2/ SECTION III Nonbanking Applications (subject:to Federal Register Notice Only 1 Suez Lyonnaise des Eaux, Paris, France, Societe Generale de Belgique, Brussels, Belgium, and Generale de Banque, Brussels, Belgium, to acquire 51 percent of the voting stock of Harbor Capital Management, Inc., Boston, Massachusetts, and thereby engage de novo in the following activities: investment advisory activities; investment transactions as principal; and serving as general partner of, and providing management and private placement services to unregistered investment funds. SECTION IV Applications Not Involving __Public Comment__ None. 08/21/97 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 neighborhoods, in a manner consistent with its resources and capabilities. Week Ending August 9.1997 NAME OF BANK RATING None 1/ Subject to provisions of Community Reinvestment Act. 2/ Later of dates specified in newspaper and Federal Register notices. 2/ Date specified in newspaper notice; a later date may be specified in the Federal Register notice. 4/ Date specified in Federal Register notice; a later date may be specified in the newspaper notice. N/A - Not Available EXAMINATION DATE FEDERAL RESERVE BANK OF PHILADELPHIA SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER NOTICE ONLY Ambassador Bank of the Commonwealth. Allentown, Pennsylvania to effect and survive a merger with Wilbur Savings Bank, Bethlehem, Pennsylvania, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act. Newspaper comment period expires: expired SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE NONE SECTION III - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL REGISTER NOTICE ONLY NONE SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NONE 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 August 8, 1997. 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/Location Examination Date CRA Rating NONE NONE NONE District Federal Reserve Bank of Cleveland A p plications and notifications filed during the w eek ending 8/9/97 Section I - Applications subject to newspaper notice only Type Application Ending date o f comment period NONE Footnotes Section II - Applications subject to both newspaper and Federal Register notice Type Application Ending date o f comment period NONE Footnotes Section III - Applications subject to Federal Register notice only Type Application Ending date o f comment period NONE Footnotes Section IV - Applications not subject to Federal Register or newspaper notice Type Application NONE Footnotes Ending date o f comment period Section V - Availability of CRA public evaluations Description o f the CRA Goal against which institutions are evaluated, the four performance levels, and the institutions fo r which an evaluation is publicly available. The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. The federal bank regulators use the following four performance levels to rate an institution’s performance under CRA.: O u ts ta n d in g S a tisfac to ry N eeds to Im p ro v e S u b s ta n tia l n o n c o m p lian ce RSSD number 212522 Footnotes Institution/ Location Somerset Trust Company P.O. Box i n 151 West Main Street Somerset, KY 15501 Examination date CRA public date CRA rating 4/28/97 8/04/97 Satisfactory Federal Reserve Bank of Richmond Section I - Applications Subjectto Newspaper Notice Only Application Comment Period Ending Date First Community Bank, Inc., Buckhannon, West Virginia, to acquire certain assets and assume certain liabilities of the Man, West Virginia, branch of The Huntington National Bank, Columbus, Ohio.* 8-28-97 Crestar Bank, Richmond, Virginia, to merge with American National Savings Bank, F.S.B., Baltimore, Maryland.* 8-30-97 Pee Dee State Bank, Timmonsville, South Carolina, to establish a branch at 760 West Liberty Street, Sumter,South Carolina.* 9-2-97 Centura Bank, Rocky Mount, North Carolina, to purchase certain assets and assume certain liabilities of the Calabash, Dunn, Harmony, Hertford, and Richlands, North Carolina, branches of NationsBank, National Association, Charlotte, North Carolina.* 9-4-97 Section II - Applications Subject to Both Newspaper <jmd Federal-Rsgiatsr. Notice Application Comment Period Ending Date None. Section m -.Appiisati.subject to gsflsrflLJ&sgister Notice Application Comment Period Ending Date None. Section IV - Application Not Subject to Federal RegisterNotice or Newspaper Notice Application None. ♦Application is subject to CRA requirements. Federal Reserve Bank of Richmond SectiQEL-y - Availability .of.CRA Eublic Evaluations Week ending August 8, 1997 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 con sistent 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. RSSD Number 911825 Examination Name of Bank Heritage Bank and Trust 841 North Military Highway Norfolk, Virginia 23502-3626 ___ Pate__ 5-19-97 Bating Satisfactory Federal Reserve Bank o f Atlanta Applications Bulletin for Week Ending August 8.1997 Section 1 - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date AmSouth Bank 08-29-97* Birmingham, Alabama To establish a branch located at 11314 Causeway Boulevard, Brandon, Florida. AmSouth Bank 08-29-97* Birmingham, Alabama To establish a branch located at 15051 Tamiami Trail, Fort Myers, Florida. Colonial Bank Montgomery, Alabama To establish a branch located at 4336 US Highway 231, Wetumpka, Alabama. 09-07-97* Metro Bank of Dade County 08-07-97* Coral Gables, Florida To establish a branch located at 4820 N. Federal Highway, Lighthouse Point, Florida. Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Valley National Corporation Not yet available* Lanett, Alabama 1-BHC formation, Valley National Bank of Lanett, Lanett, Alabama. Independent Bancshares, Inc. Not yet available* Powder Springs, Georgia Afiter-the-factchange in control by Mr. Bob Maurice Prillamanand Ms. Lillias B. Prillamanto retain 10.4 percent of the outstanding shares of Independent Bancshares, Inc., Powder Springs, Georgia. *Subject to provisions o f the Community Reinvestment A ct Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending August 8.1997 Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date St. Mary Holding Corporation 08-27-97* Franklin, Louisiana Newspaper After-the-fact change in control notice by Mr. Marshall T. Reynolds to retain 11.1 percent of the outstanding shares of St. Mary Holding Corporation, Franklin, Louisiana. Tri-Parish Bancshares, Ltd. 08-13-97* Eunice, Louisiana Newspaper Change in control notice by Harold Edwin McGlasson, Karen Jane Veilon McGlasson and Vorhies & Labbe Profit Sharing Plan, to increase their ownership to 32.25 percent of the outstanding shares of Tri-Parish Bancshares, Ltd., Eunice, Louisiana. Section 3 - Applications Subject to Federal Register Only Application Comment Period Ending Date CB&T, Inc. 08-20-97 McMinnville, Tennessee After-the-fact notice to retain CB&T Insurance, Inc., Smithville, Tennessee, and thereby continue engaging in insurance activities, pursuant to Section 225.28(b)(l l)(iii)of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. Section 4 - Applications Not Subject to Federal Register Notice or Newspaper Notice Application Gulf West Banks, Inc. St. Petersburg, Florida Request for waiver of the application requirement of Section 3(a)(3) of the Bank Holding Company Act to acquire Citizens National Bank and Trust Company, Port Richey, Florida. *Subject to provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending August 8.1997 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 institutionhas 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 helping to meet the credit needs of its entire delineated community, including low- and moderate-incomeneighborhoods, 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-incomeneighborhoods, in a manner consistent with its resources and capabilities. Bank CRA Rating Examination Date Independent Bank of Ocala Satisfactory Post Office Box 2900 Ocala, Florida 32678 (904) 622-2377 04-28-97 Family Bank Post Office Box 10 Hallandale, Florida 33009 (305) 458-2211 04-21-97 Satisfactory Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending August 8.1997 Recently Approved Applications Approval Date Colonial Bank 08-06-97 Montgomery, Alabama To merge with First Independence Bank of Florida, Fort Myers, Florida, pursuant to Section 18(c) of the Federal Deposit Insurance Act. Colonial Bank Montgomery, Alabama To establish a branch located at 5441 Highway 90 West, Mobile, Alabama. 08-07-97 Colonial Bank Montgomery, Alabama To establish a branch located at 3379 Peachtree Road, Atlanta, Georgia. 08-07-97 SouthTrust Corporation 08-04-97 Birmingham, Alabama Request for waiver of the application requirement of Section 3(a)(3) of the Bank Holding Company Act by SouthTrust Corporation, Birmingham, Alabama, to acquire Barnett Bank of Southwest Georgia, Columbus, Georgia. Compass Bank 08-06-97 Jacksonville, Florida To establish a branch located at the intersection of J. Turner Butler Boulevard and Gate Parkway, Florida. Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Type Application Branch NP - 8-7-97 First American Bank Carpentersville, Illinois Northeast comer of intersection of Roosevelt Road (Route 38) and Bakerhill Road Glen Ellyn, Illinois Branch Fifth Third Bank of Central Indiana Indianapolis, Indiana 3060 Valley Farms Road Indianapolis, Indiana NP - 8-15-97 Branch First Farmers Bank & Trust Company Converse, Indiana 36 West Fifth Street Pem, Indiana NP - 8-18-97 Branch Mercantile Bank of Western Iowa Des Moines, Iowa Clay County Fair, 1404 4th Avenue West Spencer, Iowa NP - 8-4-97 Branch & Merger F & M Bank-Fennimore Fennimore, Wisconsin F & M Bank - Potosi Potosi, Wisconsin F & M Bank - Lancaster Lancaster, Wisconsin to establish branches at 302 South Madison Lancaster, Wisconsin 102 South Main Street Potosi, Wisconsin 100 Rosalyn Avenue Dickeyville, Wisconsin N P - ** Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only cont’.d Comment Period Ending Date Type Application Branch F & M Bank - Appleton Appleton, Wisconsin 3000 E. College Avenue Appleton, Wisconsin NP - 8-25-97 Reg K Caisse Nationale de Credit Agricole Paris, France To establish branches in New York, New York and Chicago, Illinois NP - 8-9-97 Reg K Credit Agricole Indosuez Paris, France To establish branches in New York, New York and Chicago, Illinois NP - 8-9-97 Branch Firstar Bank Wisconsin Madison, Wisconsin East Pointe Shopping Center 5673 Highway 10 East Stevens Point, Wisconsin NP - 8-21-97 NP - Newspaper FR - Federal Register * - Subject to Provisions of Community Reinvestment Act ** - Not available at this time Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date Type Application 3(a)(3) Bank of Elmwood Employee Stock Ownership Plan and Trust* Racine, Wisconsin Elmwood Financial Corporation Racine, Wisconsin Bank of Elmwood Racine, Wisconsin FR - 8-4-97 NP - 7-24-97 CoC-HC Damen Financial Corporation Schaumburg, Illinois By Jackson Boulevard Fund, Ltd. and Paul J. Duggan P R _ ** 3(a)(1) Progressive Bancorp, Inc.* Pekin, Illinois Pekin Savings, S.B. Pekin, Illinois FR - 8-15-97 NP - 8-14-97 CoC-HC First Business Bancshares, Inc. Madison, Wisconsin By Sam Jacobsen PR . ** 3(a)(1) First State Bancshares, Inc.* Ida Grove, Iowa First State Bank Ida Grove, Iowa FR - 8-15-97 NP - 8-22-97 3(a)(1) Hometown Independent Bancorp, Inc.* Morton, Illinois Morton Community Bank Morton, Illinois FR - 8-15-97 N P - ** N p . ** N P - ** Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice cont’d Comment Period Ending Date Type Application 4(c)(8) Associated Banc-Corp Green Bay, Wisconsin First Financial Corporation Stevens Point, Wisconsin First Financial Bank, FSB Stevens Point, Wisconsin Appraisals Services, Inc. Milwaukee, Wisconsin First Financial Card Services Bank, N.A. Stevens Point, Wisconsin FR - 8-15-97 NP - 7-16-97 3(a)(3) O.A.K. Financial Corporation* Byron Center, Michigan Caledonia Financial Corporation Caledonia, Michigan State Bank of Caledonia Caledonia, Michigan FR - 8-15-97 N P - 8-11-97 3(a)(3) Mid City Financial Corporation* Chicago, Illinois Abrams Centre Bancshares, Inc. Dallas, Texas Abrams Centre National Bank Dallas, Texas FR - 8-28-97 NP - 8-25-97 COC-HC Northern Bankshares, Inc. McFarland, Wisconsin By E. David Locke P R _ ** N P - ** Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date -Type Application 4(c)(8) First National Bancshares, Inc. East Lansing, Michigan To engage de novo in making & servicing loans through its subsidiary Finance Company of North America, LLC East Lansing, Michigan FR - 8-7-97 4(c)(8) ABN AMRO Bank, N.V. Amsterdam, The Netherlands Visa Interactive, Inc. through Integrion Financial Network, LLC, Atlanta, Georgia F R - 8-11-97 4(c)(8) ABN AMRO Holding, N.V. Amsterdam, The Netherlands Visa Interactive, Inc. through Integrion Financial Network, LLC, Atlanta, Georgia F R - 8-11-97 4(c)(8) ABN AMRO North America, Inc. Chicago, Illinois Visa Interactive, Inc. through Integrion Financial Network, LLC, Atlanta, Georgia F R - 8-11-97 4(c)(8) Stichting Administratiekantoor ABN AMRO Holding Amsterdam, The Netherlands Visa Interactive, Inc. through Integrion Financial Network, LLC, Atlanta, Georgia F R - 8-11-97 4(c)(8) Stichting Prioriteit ABN AMRO Holding Amsterdam, The Netherlands Visa Interactive, Inc. through Integrion Financial Network, LLC, Atlanta, Georgia F R - 8-11-97 Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only cont’d Comment Period Ending Date Type Application 4(c)(8) Northern Bankshares, Inc. McFarland, Wisconsin To extend its lending authority PR _ ** 4(c)(8) Bank of Montreal Toronto, Canada Cash Station, Inc. Chicago, Illinois FR - ** 4(c)(8) Bankmont Financial Corp. Chicago, Illinois Cash Station, Inc. Chicago, Illinois PR - ** 4(c)(8) Harris Bankcorp, Inc. Chicago, Illinois Cash Station, Inc. Chicago, Illinois PR - ** 4(c)(8) Harris Bankmont, Inc. Chicago, Illinois Cash Station, Inc. Chicago, Illinois PR _ ** 4(c)(8) Firstbank of Illinois Co. Springfield, Illinois Geneva Capital Corp. Springfield, Illinois FR - 8-26-97 Federal Reserve Bank of Chicago Section IV - Applications Not Subject to Federal Register or Newspaper Notice Type Application NONE Section V - 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 30-business day period the bank has to make the evaluation public has lapsed during the week ending August 8, 1997. 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 moderate-income 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, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NI - An institution in this group has a 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 substantial noncompliance 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 NAME/LOCATION Iowa Trust & Savings Bank 2101 10th Street P.O. Box 159 Emmetsburg, Iowa 50536-0159 (712) 852-3451 RSSD #649342 EXAMINATION DATE 5/5/97 RATINGS S Federal Reserve Bank of Chicago Section V - Availability of CRA Public Evaluations cont’d BANK NAME/LOCATION EXAMINATION DATE RATINGS The First Commercial Bank 6945 North Clark Street Chicago, Illinois 60626-3298 (312) 761-4300 RSSD #48730 3/31/97 S The Friendship State Bank 5908 State Road 62 Friendship, Indiana 47021 (812) 667-5101 RSSD #427241 4/7/97 O Farmers State Bank of Western Illinois 600 Main Street New Windsor, Illinois 61465 (309) 667-2735 RSSD #653433 4/14/97 S Cedar Valley State Bank 345 West 4th Street P.O. Box 548 St. Ansgar, Iowa 50472-0548 (515) 736-2425 RSSD #858649 4/21/97 S The Security Trust & Savings Bank 617 West Sheridan Shenandoah, Iowa 51601-1707 (712)246-1311 RSSD #352941 4/21/97 s RESERVE B A N K APPLICATIONS BULLETIN For week ending A ugust 8, 1997 FEDERAL RESERVE BANK OF ST. LOUIS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End of Comment Period * Section 9 notification by The Bank of Bentonville, Bentonville, Arkansas, to establish a branch at 1802 Forest Hills Boulevard, Bella Vista, Arkansas. 8-24-97 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application End of Comment Period None. SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application End of Comment Period Section 4(c)(8) notification by Hardin County Bancshares, Inc., Savannah, Tennessee, to acquire Majors Insurance Agency, Inc., Adamsville, Tennessee. 8-26-97 SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application None. * This notification is subject to CRA. End of Comment Period RESERVE B A N K APPLICATIONS BULLETIN For week ending A ugust 8, 1997 FEDERAL RESERVE BANK OF ST. LOUIS SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES Identification of Ratings: Outstanding record o f m eeting 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 o f m eeting 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 o f 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 97neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncom pliance 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 RSSD Number 493143 Name of Bank State Bank of Lima, IL Bank Address Lima, IL Exam ination Date 05/12/97 Examination Rating Satisfactory F E D E R A L R E S E R V E B A N K O F M IN N E A P O L IS Section I - Applications Subject to Newspaper N otice Only Comment Period Ending Date Application Le Sueur State Bank, Le Sueur, Minnesota to purchase certain assets and assume certain liabilities o f the Cloquet, Minnesota branch o f TCF National Bank Minnesota, M inneapolis, Minnesota, and, incident thereto, to establish a branch. * Not yet available * Subject to CRA F E D E R A L R E S E R V E B A N K O F M IN N E A P O L IS Section II - Applications Subject to Both Newspaper and Federal Register N otice Comment Period Ending Date Application Bloomer Bancshares, Inc., Bloomer, W isconsin for prior approval to become a bank holding company through the acquisition o f 100% o f the voting shares o f Peoples State Bank, Bloomer, W isconsin. * September 5,1997 (Federal Register) * Subject to CRA F E D E R A L R E S E R V E B A N K O F M IN N E A P O L IS Section III - Applications Subject to Federal Register N otice Only Comment Period Ending Date Application NONE. F E D E R A L R E S E R V E B A N K O F M IN N E A P O L IS Section IV - Applications N ot Subject to Federal Register N otice or Newspaper N otice Application NONE. FEDERAL RESERVE BANK OF M INNEAPOLIS Section V - Availability o f CRA Public Evaluations w eek ending August 8,1 9 9 7 ASSIGNMENT OF RATING Identification o f Ratings In connection with the assessment o f 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 m eet the credit needs o f 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 o f ascertaining and helping to meet the credit needs o f 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 o f ascertaining and helping to meet the credit needs o f 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 o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANKtS'i EXAMINED DATE OF EXAMINATION CRA RATING F&M Bank-Lakeland Highway 51 and Townline Road Woodruff, WI 54568 (715)356-3214 April 21, 1997 Satisfactory Federal Reserve Bank of Kansas City Week ending August 8,1997 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY cm APPLICATION Mercantile Bank, Overland Park, Kansas, for prior approval to merge with Roosevelt Bank, Chesterfield, Missouri, and to establish additional branches. PERIOD smeit GJMTE Not Available SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION CO PPERIOD ENDING DATE First National of Nebraska, Inc., Omaha, Nebraska, and its subsidiary, First National of Colorado, Fort Collins, Colorado, for prior approval to acquire 100 percent of the voting shares of Platte Valley National Bank, Grand Island, Nebraska, and First National of Nebraska, Lincoln, Nebraska, both de novo banks in organization.* August 25, 1997 Gold Banc Corporation, Inc., Leawood, Kansas, for prior approval to acquire up to 100 percent of the voting shares of Farmers Bancshares of Oberlin, Inc., Oberlin, Kansas, and thereby indirectly acquire Farmers National Bank, Oberlin, Kansas.* August 21, 1997 Kirk F. and Patricia A. McConachie, Andover, Kansas, to retain control of Andover Financial Corporation, Andover, Kansas, and its subsidiary, The Andover State Bank, Andover, Kansas. August 22, 1997 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY APPLICATION COMMENT PERIOD ENDING DATE Emprise Financial Corporation, Wichita, Kansas, for prior approval to acquire up to 9.9 percent of the voting shares of Mid Continent Bancshares, Inc., El Dorado, Kansas, parent of Mid Continent Federal Savings & Loan Association, El Dorado, Kansas, and thereby indirectly engage in operating a savings association.* September 2, 1997 SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE AEPJLICATIQN SBT Bancshares, Inc., Colorado Springs, Colorado, for prior approval to operate State Bank & Trust Mortgage L .L.C ., Colorado Springs, Colorado, as a joint venture with Auer Mortgage Company, Inc., Colorado Springs, Colorado; and engage de novo in mortgage origination and lending activities. Community Bancshares of Alva, Inc., Alva, Oklahoma, for prior approval to redeem 47,100 shares of its voting common stock and 5,000 shares of its preferred stock. 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: Outstanding record of meeting community credit needs 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 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 moderateincome 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 moderateincome neighborhoods, in a manner consistent with its resources and capabilities. Exam Date CRA Public Date 22057 Havelock Bank 6145 Havelock Avenue Lincoln, Nebraskas 68507-1234 5-5-97 8-7-97 Satisfactory Citizens State Bank 328151 P.O. Box 413 Miltonvale, Kansas 67466-0413 5-5-97 8-7-97 Satisfactory Stockgrowers State Bank 565853 P.O. Box 790 Worland, Wyoming 82401-0790 5-5-97 8-8-97 Satisfactory Bank/Location RSSD# ♦Application is subject to CRA. CRA Rating District 11 Federal Reserve Bank of Dallas Applications and N otifications Filed During the W eek o f August 4 , 1997 Section I - A pplications subject to newspaper notice only Type Application Comment period ending date None. * Subject to CRA. ** Comment period ending date is the date specified in the newspaper only. N /A - Not available at this time. Section II - A pplications subject to both newspaper and Federal R egister notice Comment period ending date Type Application ♦Section 3(a)(3) ANB Corporation, Terrell, TX, to acquire Lakeside Bancshares, Inc., Rockwall, TX, and Lakeside National Bank, Rockwall, TX ♦Section 3(a)(1) New Broadway, Inc., San Antonio, TX, to acquire Broadway N/A Bancshares, Inc., San Antonio, TX, Broadway Bancshares o f Delaware, Inc., W ilmington, DE, Broadway National Bank, San Antonio, TX, and Eisenhower National Bank, San Antonio, TX ♦Section 3(a)(1) Nichols Bancshares, Inc., Kenedy, TX, to acquire J. M. N ichols, Inc., Dover, DE, and First-Nichols National Bank o f Kenedy, Kenedy, TX N/A ♦Section 3(a)(1) J. M. N ichols, Inc., Dover, DE, to acquire First-Nichols National Bank o f Kenedy, Kenedy, TX N/A Change in Control Thomas M. W oodruff, Humble, TX, only notificant, to acquire an interest in Grimes County Capital Notice Corporation, Houston, TX N /A Change in Control W illiam A. Gage, Houston, TX, only notificant, to acquire an interest in First Bancshares o f Texas, Inc., Houston, TX Notice (Previously reported during the week o f July 28, 1997) **97/08/20 *♦97/09/03 Federal Reserve Bank of Dallas Section II - Applications subject to both newspaper and Federal Register notice Type Application Comment period ending date * Subject to CRA. ** Comment period ending date is the date specified in the newspaper only. N /A - Not available at this time. Section III - Applications subject to Federal Register notice only Type Application Comment period ending date None. * Subject to CRA. Section TV - Applications not subject to Federal Register or newspaper notice Type None. Application Comment period ending date FederalReserveBank ofDallas Section V - Publicly available CRA evaluations Description o f the CRA goal against which institutions are evaluated, the four performance levels, and the institutions for which an evaluation is publicly available. The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. The federal bank regulators use the following four performance levels to rate an institution's performance under CRA: Outstanding Satisfactory Needs to improve Substantial noncompliance RSSD number Examination date Institution/ Location CRA public date CRA rating None. Section VI - CRA examinations scheduled Institution Quarter of Location *N/A* * The examination schedule for the fourth quarter of 1997 will be published on August 16, 1997. FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 8/08/97 Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Silicon Valley Bank, Santa Clara, California, to establish a branch office at 899 Adams Street, Suite G2, St. Helena, California. * Newspaper: 7/25/97 Section II - Applications Subject to Both Newspaper and Federal Register Notice Richard A. and Ramona Lagomarsino, the Ramona Lagomarsino Family Limited Partnership, Robert J. and Norma M. Lagomarsino, and Catherine S. and Jack W. Wood, Ventura, California, to retain their ownership of 19.06 percent of Americorp, Ventura, California. * Newspaper: Not available Fed. Reg.: 8/20/97 John I. Bloomberg, Park City, Utah, to acquire 3.2 percent of Draper BanCorp, Draper, Utah. * Newspaper: Not available Fed. Reg.: 8/12/97 1867 Western Financial Corporation, Stockton, California, to acquire less than 25 percent of Capital Corp of the West, Merced, California. * Newspaper: 8/31/97 Fed. Reg.: 9/02/97 Section III -Applications Subject to Federal Register Only 1867 Western Financial Corporation, Stockton, California, to engage indirectly in operating an industrial loan company and providing credit life insurance through the acquisition of Town and Country Finance and Thrift Company, Turlock, California, which is a subsidiary of Capital Corp of the West, Merced, California. Fed. Reg.: 8/26/97 1867 Western Financial Corporation, Stockton, California, to engage indirectly in management consulting and furnishing investment advice through Capital West Group, Inc., Merced, California, which is a subisidary of Capital Corp of the West, Merced, California. Fed. Reg.: 8/26/97 * Subject to CRA. FEDERAL RESERVE BANK OF SAN FRANCISCO Weekending 8/08/97 Section III -Applications Subject to Federal Register Only (cont’tU BankAmerica Corporation, San Francisco, California, to engage in unerwriting and dealing in debt and equity securities and in obligations of the U.S.; acting as an investment advisor; providing securities brokerage services; acting as riskless principal; and acting as agent for private placement o f securities through Robertson, Stevens & Company Group, L.L.C., and Robertson, Stevens & Company, Inc., both of San Francisco, California. Fed. Reg.; Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice (Corn'd.) None Not available FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 8/08/97 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institution^) below became available during this week. Information about a particular institution's CRA evaluation may be obtained directly from the institution. Examination Date Institution Location California Center Bank 2222 W. Olympic Blvd. Los Angeles, CA 90006-2118 (213) 386-2222 3/03/97 Rating* Needs To Improve "Tinder 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 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- to moderate-income neighborhoods, in a manner consistent with its resources and capabilities. The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility for errors or omissions. H.2A NoticeofFormations and Mergers of,and Acquisitionsby,Bank Holding Companies; Change inBank Control Notices Filed as of August 14,1997 The following companies and individuals seek System approval to acquire a bank holding company, a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12 CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end of this release. The public portions of the applications and notices, as well as other related filings required by the Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank; addresses are listed at the end of this release. Applications and notices also may be obtained from the Board. Applicant o r notificant Acquiree o r activity 1867 Western Financial Corporation (1), Stockton, CA CONTINUED Capital Corp of the West, Merced, CA, &Town& Country Finance & Thrift Co., Turlock, CA & Capital West Group, Inc., Stockton, CA operating an industrial loan co. (bX4); providing credit life insurance (bX 11); management consulting (bX9); CONTINUED 1867 Western Financial Corporation^), Stockton, CA CONTINUED 1867 Western Financial Corporation, Stockton, CA Section of law Reserve Bank End of comment period 4 San Francisco August 26,1997 & investment & financial advice (bX6) 4 San Francisco August 26,1997 Capital Corp of the West, Merced, CA & County Bank, Merced, CA 3 San Francisco September 2,1997 Applicant or notificant Acquiree or activity Altus NBC Corporation, Inc., Oklahoma City, OK NBC Corporation, Inc., Oklahoma City, OK, and NBC Technologies, Inc., Oklahoma City, OK providing data processing services (bX14) ANB Corporation, Terrell, TX Reserve Bank End of comment period 4 Kansas City June 25,1997 Lakeside Bancshares, Inc., Rockwall, TX & Lakeside National Bank, Rockwall, TX 3 Dallas August 25,1997 Arrendale, Thomas A., Ill, Gainesville, GA, Bussey, Cynthia A., Atlanta, GA, and Arrendale, Nelle, Clatkesville, GA, as partners in the Arrendale Undiversified Family Limited Partnership, Baldwin, GA Habersham Bancorp, Cornelia, GA, and Habersham Bank, Clarkesville, GA CIBC Atlanta June 5,1997 Associated BancCorp(l), Green Bay, WI CONTINUED First Financial Corporation, Stevens Point, WI, and First Financial Bank, FSB, Stevens Point, WI owning and operating a savings and loan association (bX4); Appraisal Services, Inc., Milwaukee, WI performing appraisals o f real estate & CONTINUED 4 Chicago August 15,1997 Associated BancCorp(2), Green Bay, WI CONTINUED tangible personal property (bX2); & First Financial Card Services Bank, N.A., Stevens Point, WI operating a credit card bank (bXl) and (2) 4 Chicago August 15,1997 Section of law Applicant or notificant Acquiree or activity Associated Banc-Corp, Green Bay, WI First Financial Corporation, Stevens Point, WI, and First Financial Bank, FSB, Stevens Point, WI owning & operating a savings and loan association (bX4) 4 Chicago August 5,1997 Banco Bilbao Vizcaya, S.A., Bilbao, Spain BBV Latlnvest Securities Inc., New York, NY, securities activities (bXl), (bX4),(bX15),and(bX16) 4 New York March 4,1997 Bank of Elmwood Employee Stock Ownership Plan and Trust, Racine, WI Elmwood Financial Corporation, Racine, WI, mid Bank of Elmwood, Racine, WI 3 Chicago August 4,1997 Bank of Idaho Holding Company, Idaho Falls, ID Bank of Eastern Idaho, Idaho Falls, ID 3 San Francisco June 9,1997 Bank of Montreal, Montreal, Canada; Bankmont Financial Corp., Chicago, IL; Harris Bankcorp, Inc., Chicago, IL & Harris Bankmont, Inc., Chicago, IL Cash Station, Inc., Chicago, IL in certain data processing activities, consisting of electronic funds transfer services (bX14) 4 Chicago August 28, 1997 Bank of New York Company, Inc., New York, NY State Street Boston Corporation, Boston, MA; State Street Bank and Trust Company, Boston, MA trust, securities and data processing activities (bX3), (bX4),and(bX7) 3 and 4 New York March 14, 1997 Banterra Corp, Eldorado, IL 1st Bancorp Vienna, Inc., Vienna, IL, First State Bank of Vienna, Vienna, IL 3 St. Louis July 18,1997 Section of law Reserve Bank End of comaient period Applicant or notificant Acquiree or activity Barnett Banks, Inc.(l), Jacksonville, FL; BB&T Corp., Winston-Salem, NC; Central Fidelity Banks, Inc., & Crestar Financial Corp., Richmond, VA; First American Corp., Nashville, TN; First Citizens BancShares, Inc., Raleigh, NC; CONTINUED through HONOR Technologies, Inc., Maitland, FL, Monetary Transfer System, L.L.C., St. Louis, MO, directly & indirectly in certain data processing & electronic funds transfer services (bX14) Section of law Reserve Bank End of comment period 4 Richmond September3,1997 Barnett Banks, Inc.(2), Jacksonville, FL; First Union Corp., Charlotte, NC; First Virginia Banks, Inc., Falls Church, VA; Jefferson Bankshares, Inc., Charlottesville, VA; NationsBank Corp., Charlotte, NC; Riggs Nat'l Corp., Washington, D.C.; CONTINUED 4 Richmond Septembers, 1997 Barnett Banks, Inc.(3), Jacksonville, FL; Signet Banking Corp. Richmond, VA; SunTrust banks, Inc., Atlanta, GA; Synovus Financial Corp., Columbus, GA, & Wachovia Corporation, Winston-Salem, NC 4 Richmond September 3,1997 4 Atlanta August 15,1997 Barnett Banks, Inc., Jacksonville, FL First of America BankFlorida, FSB, Tampa, FL owning, controlling & operating a savings association (bX4) Applicant or notificant Acquiree or activity BB&T Corporation(A), Winston-Salem, NC CONTINUED Craigie Incorporated, Richmond, VA in underwriting & dealing in, to a limited extent, all types of debt & equity securities, other than interests in open end investment companies; underwriting & dealing in bank-eligible securities, (bX8); CONTINUED 4 Richmond August 20, 1997 BB&T Coiporation(B), Winston-Salem, NC CONTINUED providing securities brokerage services on either a stand-alone or full-service basis (bX7); acting as agent for issuers & holders in die private placement of various types of securities with financially sophisticated counterparties in a CONTINUED 4 Richmond August 20, 1997 BB&T Corporation(C), Winston-Salem, NC CONTINUED non-public offering (bX7); buying & selling on the order of investors as a riskless principal (bX7); making, acquiring or servicing loans or other extensions of credit, including purchasing & selling such loans & extensions of credit in the CONTINUED 4 Richmond August 20,1997 BB&T Corporation(D), Winston-Salem, NC CONTINUED secondary market, & engaging in mortgage banking activities (bXl); acting as an investment or financial advisor to the extent of serving as the advisory company for a mortgage or real estate investment trust; serving as an investment CONTINUED 4 Richmond August20, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity BB&T Coipoiadon(E), Winston-Salem, NC CONTINUED adviser to an investment company registered under the 1940 Act, including sponsoring, organizaing & managing a closed-end investment company; providing portfolio investment advice; furnishing general economic information & advice, general CONTINUED 4 Richmond August 20,1997 BB&T Corporation(F), Winston-Salem, NC CONTINUED economic statistical forecasting services & industry studies; &/or providing financial advice to state & local governments, such as w/respect to the issuance o f their securities (1>X6); providing advice & acting as arranger in connection CONTINUED 4 Richmond August 20,1997 BB&T Corporation(G), Winston-Salem, NC CONTINUED w/merger, acquisition, divestiture & financial transactions, including public & private financings, loan syndications, interest rate & currency swaps, interest rate caps & similar transactions &/or furnishing evaluation & fairness opinions in CONTINUED 4 Richmond August 20,1997 BB&T Corporation(H), Winston-Salem, NC CONTINUED connection w/merger, acquisition, & similar transactions (bX6) & (bX7); acting as agent or broker w/respect to interests in loan sundications, interest rate & currency swaps, interest rate caps, floors & collars, & options on such CONTINUED 4 Richmond August 20,1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity BB&T Corporation(I), Winston-Salem, NC CONTINUED instruments (bX7); leasing personal or real property or acting as agent, broker or adviser in leasing such property (bX3); providing management consulting advice to non-affiliated depository institution (b)(9); engaging in futures, forward & CONTINUED 4 Richmond August 20,1997 BB&T Corporation^, Winston-Salem, NC CONTINUED option contracts on bankeligible securities for hedging purposes (bX8); engaging in securities credit activities (Reg. T), including acting as a conduit or intermediary in securities borrowing & lending (bX7); & serving as the general partner CONTINUED 4 Richmond August 20,1997 BB&T Corporation(K), Winston-Salem, NC CONTINUED of & holding equity interests in certain limited partnerships that would be exempt from registration under the 1940 Act. 4 Richmond August 20,1997 BB&T Corporation, Winston-Salem, NC Virginia First Financial Corporation, Petersburg, VA, and Virginia Savings Bank, F.S.B., Petersburg, VA mortgage banking & operating a savings & loan association (bXO and (4) 4 Richmond August 18,1997 BCB Bancorp, Inc., Chippewa Falls, WI Heartland Data Center, Inc., Cameron, WI providing data processing services to local, nonaffiliated financial institutions (bX14) 4 Minneapolis August 11,1997 Big Lake Financial Corporation, Okeechobee, FL CNB Financial Corporation, Clewiston, FL, and Clewiston National Bank, Clewiston, FL 3 Atlanta August 18,1997 Scctioa of law Reserve Bank Ead of com Meat period Applicant or notificant Acquiree or activity Biggs, Daniel Biggs; Grimes, Merlin; ED&J, Inc., do David Marmie; Carr, Ronald and Call, Dennis; and Southard, R. Joe, all of Great Bend, KS First Wakeeney Agency, Inc., Wakeeney, KS, and Interstate Bank, Great Bend,KS CIBC Kansas City July 3,1997 Bloomberg, John Isaac, Park City, UT Draper BanCorp, Draper, UT and Draper Bank & Trust, Draper, UT croc San Francisco August 12,1997 Bloomer Bancshares, Inc., Bloomer, WI Peoples State Bank, Bloomer, WI 3 Minneapolis September 5,1997 Bryan Family Management Trust, Bryan, TX, and BryanHeritage Limited Partnership, Bryan, TX Bryan-Heritage Limited Partnership, Bryan, TX, and The First National Bank of Bryan, Bryan, TX 3 Dallas July 21,1997 C B & T, Inc., McMinnville, TN CBT Insurance, Inc., Smithville, TN in insurance activities, (bXl 1) 4 Atlanta August 20,1997 Cabot Bankshares, Inc., Cabot, AR The Capital Bank, Cabot, AR 3 St Louis July 11, 1997 Cabot Bankshares, Inc., Cabot, AR The Capital Bank, Little Rock, AR 3 St Louis August 11,1997 Cabot Bankshares, Inc., Cabot, AR CORRECTION The Capital Bank, Little Rock, AR 3 St Louis July 11,1997 Caisse Nationale de Credit Agricole Paris, France Credit Agricole Indosuez, Paris, France, and Indosuez Investment Management Services, Inc., Menlo Park, CA investment management and advisory services (bX6) 4 Chicago July 25, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Canadian Imperial Bank of Commerce(l), Toronto, Canada CONTINUED CIBC Wood Gundy Securities Corp. ("CIBC Wood Gundy"), New York, NY, all the outstanding shares o f Oppenheimer Holdings, Inc., New York, NY, & its subsidiaries, including Oppenheimer & Co., Inc., New York, NY in underwriting & CONTINUED 4 New Yoik August 28,1997 Canadian Imperial Bank of Commerce(3), Toronto, CA CONTINUED in activities related to extending credit (bX2); in providing financial & investment advisory services (bX6); in providing securities brokerage, riskless principal, private placement, futures commission merchant & other agency transactional CONTINUED 4 New York August 28, 1997 Canidian Imperial Bank ofCommerce(2), Toronto, Canada CONTINUED dealing to a limited extent in all types o f equity & debt securities that a state member bank may not underwrite and deal in, except ownership interests in open-end investment companies;in making loans or other extensions of credit (bXO; CONTINUED 4 New York August 28, 1997 Canidian Imperial Bank of Commerce(4), Toronto, Canada CONTINUED services (bX7); in underwriting & dealing in government obligations & money market instruments, providing investments & trading services & buying & selling bullion & realted activities 0>X8) 4 New Yoric August28, 1997 Section of law Reserve Bank End of comment period Applicant or notiiicant Acquiree or activity Carolina First Corporation, Greenville, SC First Southeast Financial Corporation, Anderson, SC & First Federal Savings & Loan Association of Anderson, Anderson, SC in operating a savings & loan association (bX4Xii) 4 Richmond September 3,1997 Cates, Joe Lecil and Cates, Roger Kevin, both ofLeedy, OK Western Oklahoma Bancshares, Inc., Elk City, OK, and Bank o f Western Oklahoma, Elk City, OK CIBC Kansas City August 11,1997 Central Illinois Bancorp, Sidney, IL First Ozaukee Capital Corporation, Cedarburg, WI, and First Ozaukee Savings Bank, Cedarburg, WI 3 Chicago June 26,1997 Century Bancorp, MHC, Bridgeton, NJ; and Century Bancorp, Inc., Bridgeton, NJ Century Savings Bank, Bridgeton, NJ 3 Philadelphia May 1,1997 Century South Banks, Inc., Dahlonega, GA Bank Corporation of Georgia, Macon, GA, and First South Banks, N.A., Macon, GA, and AmeriBank, N.A., Savannah, GA 3 Atlanta July 18,1997 Chaparral Bancshares, Inc., Richardson, TX, and Chaparral Delaware Bancshares, Inc., Dover, DE Van Alstyne Financial Corporation, Van Alstyne, TX, and First National Bank of Van Alstyne, Van Alstyne, TX 3 Dallas August 8,1997 Citizens Bancshares Company, Chillicothe, MO John Birchfield and Debbie Keele, die purchase and servicing o f accounts receivable (bXl) 4 Kansas City July 30,1997 Citizens Bancshares o f Woodville, Inc., Woodville, WI Investors bancorporation, Inc., Hudson, WI & Bank St. Croix, Roberts, WI 3 Minneapolis August 25,1997 Section of law Reserve Bank End of comment period Applicant or notifkant Acquiree or activity Citizens National Bank ofWaxahachie Employee Stock Ownership Plan, Waxahachie, TX First Citizens Bancshares, Inc. Waxahachie, TX & Citizens National Bank, Waxahachie, TX CIBC Dallas September 3,1997 Citizens National Corporation, Paintsville, KY Josephine Bancshares, Inc., Prestonburg, KY, and The Bank Josephine, Prestonburg, KY 3 Cleveland July 28,1997 Comerzbank AG, Frankfurt am Main, Germany CAM Acquisition, LLC, Wilmington, DE Montgomery Asset Mangement, L.P., Montgomery Services, LLC, all of San Francisco, CA, securities activities (bX7XQ and (iii); financial & Investment advisory services (bX6); administrative services 4 New York May 14,1997 Commerce Bancshares, Inc., Kansas City, MO, and CBI-Kansas Inc., Kansas City, MO CNB Bancorp, Inc., Independence, KS, and Citizens National Bank, Independence, KS 3 Kansas City August 8,1997 Commercial Bancshares, Inc., Texarkana, AR Citizens State Bank, Hempstead, TX 3 S t Louis July 29,1997 Community Bancshares, Inc., Butler, MO Citizens Bank, Appleton City, MO 3 Kansas City July 31,1997 Community Bancshares, Inc., Denver, CO Upper Rio Grande Bank Corporation, Del Norte, CO, and Rio Grande County Bank, Del Norte, CO 3 Kansas City July 28,1997 Community Financial Corp., Olney, IL MidAmerica Bank o f St. Clair County, OTallon, IL 3 St Louis September 12,1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Community Holding Company, Inez, KY The First National Bank o f Louisa, Louisa, KY, into a federal-charted stock savings bank, Inez Deposit Bank, F.S.B., Inez, KY savings & loan activities (bX4) 4 Cleveland August 26,1997 Community National Bancorporation, Waterloo, IA Community National Bank (in organization), Waterloo, IA 3 Chicago July 29,1997 Cooperative Centrale RaiffeisenBoerenleenbank, B.A .(l), Rabobank Nederland, Utrecht, The Netherlands CONTINUED Smith Graham & Co. Asset Managers L.P., Houston, TX.&SGR Global Advisers, Houston, TX, & Robeco Institutional Asset Management US, Inc., Houston, TX, & AEA Global Advisors LLC, New York, NY, & Robeco Group, N.V., Rotterdam CONTINUED 4 New York July 10,1997 Cooperative Centrale RaiffeisenBoerenleenbank, B.A.(2), Rabobank Nederland, Utrecht, The Netherlands CONTINUED Smith Graham & Co. Asset Managers L.P., and SGR Global Advisors, and Robeco Institutional Asset Management US, Inc., and AEA Global Advisors, LLC, and Smith Graham & Co. Asset Managers L.P., and SGR Global Advisers, CONTINUED 4 New York July 10,1997 Cooperative Centrale RaiffeisenBoerenleenbank, B.A.(3), Rabobank Nederland, Utrecht, the Netherlands CONTINUED Robeco Institutional Asset Management US, Inc., and AEA Global Advisors LLC, in investment (bX6), as a general partner to and providing administrative services to investment partnerships, including placing interests in such partnerships, CONTINUED 4 New York July 10,1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Cooperative Centrale RaiffeisenBoerenleenbank, B.A.(4), Rabobank Nederland, Utrecht, the Netherlands CONTINUED in acting as a commodity pool operator, and in providing administrative services to open-end investment companies 4 New York July 10,1997 Corley, John William, First State Bancorp o f Monticello, Inc., Monticello, IL State Bank o f Hammond, Hammond, IL; First State Bank of Monticello, Monticello, IL; First State Bank o f Bloomington, Bloomington, IL; First State Bank ofHeyworth, Heyworth, IL; CONTINUED CIBC Chicago May 16,1997 First State Bank o f Atwood, Atwood, IL CIBC Chicago May 16,1997 Cox, Walter L., Sr., Naples, TX Morris County Bankshares, Incorporated, Naples, TX; Morris County National Bank, Naples, TX CIBC Dallas April 30,1997 Crestar Financial Corporation, Richmond, VA American Naf I Bancorp, Inc., & American Nafl Savings Bank, F.S.B., Baltimore, MD acting as agent in the sale of mutual funds (bX7); in the sale of home mortgage redemption insurance (bXl 1X0; and in die sale of annuities 4 Richmond August 15,1997 ( 1) Monticello, IL CONTINUED Corley, John William, (2) Section of tow Raeerve Bank End of comment period Monticelli, IL CONTINUED (bXHXvii) Applicantornotificant Acquireeoractivity Crestar Financial Corporation, Richmond, VA American National Bancorp, Inc., Baltimore, MD, and American National Savings Bank, F.S.B., Baltimore, MD operating a savings and loan association (bX4) 4 Richmond August 15,1997 Cross County Bank Employee Stock Ownership Plan, Wynne, AR Cross County Bancshares, Inc., Wynne, AR, and Cross County Bank, Wynne, AR CIBC St. Louis August 4, 1997 Dean Financial Services, Inc., St. Paul, MN The First National Corporation of Aitkin, Inc., & The First National Bank o f Aitkin, Aitkin, MN; MidContinent Financial Services, Inc., Bloomington, MN, & State Bank o f Edgerton, Edgerton, MN; & The First State Bank of Eden Prairie, Eden Prairie, MN 3 Minneapolis August 15, 1997 Deposit Guaranty Corp., Jackson, MS CSF Acquisition Coip., Jackson, MS; CitiSave Financial Corporation, Baton Rouge, LA; Citizens Savings Association, F.A., Baton Rouge, LA operating a savings association (bX4) 4 Atlanta July 3, 1997 Deutsche Bank, AG (Main) Federal Republic of Germany Ganis 'Credit Corporation, Newport Beach, CA, lending (bXl) 4 New York May 12, 1997 ECSB Holding Company, Inc., Fort Walton Beach, FL American National Financial Corporation, Panama City, FL and First National Bank Northwest Florida, Panama City, FL 3 Atlanta June 27,1997 Sectionoflaw ReserveBank End ofcomment period Applicant or notiflcant Acquiree or activity Edison Bancshares, Fort Myers, FL Edison National Bank (in organization), Fort Myers, FL 3 Atlanta August 1,1997 Emprise Financial Corporation, Wichita, KS Mid Continent Bancshares, Inc., El Dorado, KS, & Mid Continent Federal Savings & Loan Association, El Dorado, KS operating a savings association (bX4) 4 Kansas City September 2,1997 Estrin Associates, L.L.C. and Estrin Family Limited Partnership, Bethesda, MD Estrin Associates, L.L.C. & Estrin Family Limited Partnership T l, Bethesda, MD CIBC Richmond July 15,1997 F.N.B. Corporation, Hermitage, PA Sun Bancorp, Inc., Selinsgrove, PA & Sun Bank, Selinsgrove, PA, & Pennsylvania Sun Life Insurance Company, Phoenix, AZ providing credit life & disability insurance exclusively to customers of Sun Bank, Sun Bancorp, Inc.'s bank subsidiary (bXH) 3 and 4 Cleveland August 7,1997 F.N.B. Corporation, Hermitage, PA Indian Rocks State Bank, Largo, FL 3 Cleveland September 2,1997 Fifth Third Bancorp, Cincinnati, OH Suburban Bancorporation, Inc., Cincinnati, OH, Suburban Federal Savings Bank, Cincinnati, OH 4 Cleveland May 27, 1997 First Fairland Banshares, Inc., Fairland, OK Fairland Holding Company, Inc., Neosho, MO 3 Kansas City August 1, 1997 Section of law Reserve Bank End of comment period Applicantornotificant Acquireeoractivity First Financial Caribbean Corporation, San Juan, Puerto Rico Doral Bank, San Juan, Puerto Rico, and Doral Mortgage Corporation, Hato Rey, Puerto Rico making, acquiring, or servicing mortgage loans (b)(1) 3 and 4 New York August 18, 1997 First Midwest Bancorp, Inc., Itasca, IL SparBank, Incorporated, McHenry, IL, and McHenry State Bank, McHenry, IL 3 Chicago July 21, 1997 First National Bancshares of Gallatin, Inc., Gallatin, MO Interim First National Bank of Gallatin, Gallatin, MO, First National Bank of Gallatin, Gallatin, MO 3 Kansas City June 27, 1997 First National Bancshares, Inc., East Lansing, MI Finance Company of North America, LLC, East Lansing, MI in making and servicing loans (bXl) 4 Chicago August 17, 1997 First National Bank Shares, LTD., Great Bend, KS BankWest (a de novo bank), Castle Rock, CO 3 Kansas City July 25, 1997 First National of Nebraska, Incr,Omaha, NE, & its subsidiary First National of Colorado, Inc., Fort Collins, CO Platte Valley National Bank, Grand Island, NE & First National of Nebraska, Lincoln, NE 3 Dallas August 25, 1997 First State Bancorp of Monticello, Inc., Employee Stock Ownership Plan(l), Monticello, IL CONTINUED First State Bancorp of Monticello, Inc., Monticello, IL & State Bank of Hammond, Hammond, IL; First State Bank of Monticello, Monticello, IL; First State Bank of Bloomington, Bloomington, IL; First State Bank of Heyworth, Heyworth, IL CONTINUED 3 Chicago September 12, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity First State Bancorp of Monticello, Inc., Employee Stock Ownership Plan(2), Monticello, IL CONTINUED & First State Bank of Atwood, Atwood, IL 3 Chicago September 12,1997 First State Bancshares, Inc., Farmington, MO Perry County Financial Corporation, Perryville, MO, and Perry County Savings Bank, FSB, Perryville, MO operating a savings association (bX4) 4 St. Louis August 1,1997 First State Bancshares, Inc., Ida Grove, LA First State Bank, Ida Grove, IA 3 Chicago August 15,1997 Firstbank of Illinois Co., Springfield, IL Geneva Capital Corporation, Springfield, IL serving as a broker in IL, IN & St. Louis, MO for mortgage loans to companies engaged in operating incomeproducing commercial real estate & in extending credit & servicing loans (bXl) 4 Chicago August 26,1997 Florida Bancshares, Inc., Dade City, FL First National Bank of Pasco, Dade City, FL 3 Atlanta April 21, 1997 FSB Bancorp, MHC & FSB Bancorp, both of Farmington, ME CORRECTION Franklin Savings Bank, Farmington, MN CIBC Boston August 28,1997 FSB Bancorp, MHC, and FSB Bancorp, both of Farmington, ME Franklin Savings Bank, Farmington, ME 3 Boston August 28, 1997 Gage, W. Allen, Houston, TX First Bancshares of Texas, Inc., Houston, TX & First Bank of Texas, Tomball, TX CIBC Dallas August 28, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Gideon Bancshares Company, Dexter, MO First Midwest Bank of Chaffee, Chaffee, MO 3 St. Louis June 20,1997 Gold Banc Corporation, Inc., Leawood, KS Fanners Bancshares of Oberlin, Inc., Oberlin, KS, and Fanners National Bank, Oberlin, KS 3 Kansas City August 21,1997 Greenblatt, Leon A., Ill, and Chiplease, Inc., both of Chicago, IL Home Financial Bancorp, Spencer, IN, and Owen Community Bank, S.B., Spencer, IN croc Chicago July 9,1997 Greer, Elmo, East Bemstadt, KY Cumberland Valley Financial Company, London, KY croc Cleveland May 23,1997 Grell, Steven; Bovee Investment Trust, Bovee, Michael R., Trustee; Tamisiea, Bruce; Nystrom, Bruce; Grave, Gary; Cotton, John M.; & Hultgren, David M.; all of Spencer, IA, acting in concert Albert City Bankshares, Inc., Albert City, IA & Albert City Savings Bank, Albert City, IA & The Citizens State Bank, Marathon, IA croc Chicago August 29,1997 Hardin County Bancshares, Inc., Savannah, TN Majors Insurance Agency, Inc., Adaimsville, TN general insurance agency activities in a town of less than 5,000 (b)(ll) 4 St. Louis August 26,1997 Harris Financial MHC, Harrisburg, PA Harris Financial Inc., Harrisburg, PA; Harris Savings Bank, Harrisburg, PA 3 Philadelphia March 27,1997 Hatch, Gordon M., Portales, NM Portales National Bancshares, Inc., Portales, NM, and Portales National Bank, Portales, NM croc Dallas August 8, 1997 Heartland Bancshares, Inc., Franklin, IN Heartland Community Bank, Franklin, IN 3 Chicago September 12, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Hibernia Corporation, New Orleans, LA Unicorp Bancshares-Texas Inc., Orange, TX, and OrangeBank, Orange, TX 3 Atlanta August 11, 1997 Hometown Independent Bancorp, Inc., Morton, IL Morton Community Bank, Morton, IL 3 Chicago August 15, 1997 Horizon Bancorp, Inc., Beckley, WV Beckley Bancorp, Inc., Beckley, WV, and Beckley Federal Savings Bank, Beckley, WV operating a savings and loan association (b)(4) 4 Richmond August 14, 1997 Huntington Bancshares Incorporated(l), Columbus, OH CONTINUED First Michigan Bancorporation, and Superior Financial Corp., Holland, MI; FMB-Sault Bank, Saulte Ste. Marie, MI; FMB-First Michigan Bank, Zeeland, MI; FMB-First Michigan Bank, Grand Rapids, MI; FMB-Lumberman's Bank, Muskegon, MI; CONTINUED 3 and 4 Cleveland July 18, 1997 Huntington Bancshares Incorporated(2), Columbus, OH CONTINUED FMB-Northwestem Bank, Boyne City, MI; FMB-State Savings Bank, Lowell, MI; FMB-Commercial Bank, Greenville, MI; FMBSecurity Bank, Manistee, MI; FMB-Community Bank, Dowagiac, MI; FMBOceana Bank, Hart, MI; CONTINUED 3 and 4 Cleveland July 18, 1997 Huntington Bancshares Incorporated(3), Columbus, OH CONTINUED FMB-Reed City Bank, Reed City, MI; FMB-Maynard Allen Bank, Portland, MI; FMB-Old State Bank, Fremont, MI; FMB-Arcadia Bank, Kalamazoo, MI; and FMB-Trust, Holland, MI trust company activities (b)(5); FMB-Brokerage Services, Inc., Holland, MI CONTINUED 3 and 4 Cleveland July 18, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Huntington Bancshares Incorporated(4), Columbus, OH CONTINUED customer investments (bX7); and First Michigan Life Insurance Co., Holland, MI insurance agency underwriting (bXH); 3 and 4 Cleveland July 18,1997 Huntington Bancshares, Inc.(A), Columbus, OH, Huntington Capital Corp., Columbus, OH CONTINUED underwriting & dealing to a limited extent in all types of debt securities, including corporate debt, sovereign debt securities, mortgage revenue bonds, mortgagebacked and consumerreceivable securities J.P. Morgan & Co. CONTINUED 4 Cleveland June 17,1997 Huntington Bancshares, Inc.(B), Columbus, OH CONTINUED The Chase Manhattan Corp., Bankers Trust New York Corp., Citicorp and Security Pacific Corp. (75. Fed. Res. Bull. 192 (1989) CONTINUED 4 Cleveland June 17,1997 Industrial Bank of Japan, Ltd., Tokyo, Japan Aubrey G. Lanston & Co., Inc., New York, NY, securities activities (bX7); data processing (bX14); financial & investment activities (b)(6); and underwriting (bX8) 4 New York May 12,1997 Intra Financial Corporation, Clyde, KS Peoples Bancorp of Belleville, Inc., Belleville, KS, and Peoples Bank of Belleville, Belleville, KS 3 Kansas City June 20,1997 Jackson Boulevard Fund, Ltd., Chicago, IL Damen Financial Corporation, Schaumburg, IL, Damen National Bank, Schaumburg, IL CIBC Chicago August 1,1997 Jackson Boulevard Fund, Ltd.; Jackson Boulevard Equities, L.P. & Paul J. Duggan, all of Chicago, IL Damen Financial Corporation, Schaumburg, IL & Damen National Bank, Schaumburg, IL CIBC Chicago September 3,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Jacobsen, Sam J., Middleton, WI First Business Bancshares, Madison, WI & First Business Bank, Madison, WI CIBC Chicago August 28,1997 Jasper Banking Company Second Amended and Restated Employee Stock Ownership Stock Bonus Plan (ESOP), Jasper, GA JBC Bancshares, Inc., Jasper, GA CIBC Atlanta August 12,1997 Kazi, Zubair and Khatija, Studio City, CA; and Abdul-Rahman, Yahia and Magda, Pasadena, CA Greater Pacific Bancshares, Whittier, CA; Bank of Whittier, N.A., Whittier, CA CIBC San Francisco May 5, 1997 Kazi, Zubair and Khatija, Studio City, CA; and Yahia and Magda Abdul-Rahman, Pasadena, CA Kentucky Home Bank, Bardstown, KY 3 San Francisco April 17,1997 Keene Bancorp Employee Stock Ownership Plan & Trust, Keene, TX Keene Bancorp, Inc., Keene, TX & First State Bank, Keene, TX 3 Dallas September 2,1997 KeyCorp(l), Cleveland, OH CONTINUED Key Capital Markets, Inc., Cleveland, OH, in underwriting & dealing in, to a limited extent, all types of debt & equity securities (other than ownership interests in open-end investment companies) J.P. Morgan & Co., Inc., et al, CONTINUED 4 Cleveland August 11, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity KeyCorp(l), Cleveland, OH CONTINUED Key Capital Markets, Inc., Cleveland, OH underwriting & dealing in all types of debt and equity securities (other than ownership interests in open-end investment companies) J.P. Moran & Co., Inc., The Chase Manhattan Corp., CONTINUED 4 Cleveland August 1,1997 KeyCorp(2), Cleveland, OH CONTINUED Bankers Trust New York Corp., Citicorp and Security Pacific Corp., 75 Fed. Res. Bull. 192 (1989); providing certain financial & investment advisory services, providing certain agency transactional services for customer investments CONTINUED 4 Cleveland August 1,1997 KeyCorp(2), Cleveland, OH CONTINUED 75 Fed. Res. Bull. 192 (1989); financial & investment advisory activities (b)(6); agency transactional services for customer investments (b)(7); and investment transactions as principal (b)(8) 4 Cleveland August 11,1997 KeyCorp(3), Cleveland, OH & engaging in certain investment transactions & principal (b)(6), (7) & (8) 4 Cleveland August 1, 1997 Keystone Financial, Inc., Harrisburg, PA MMC & P, Inc., Pittsburgh, PA employee benfits consulting services (b)(9) 4 Philadelphia July 29, 1997 Lagomarsino, Richard A, and Robert J., both of Ventura, CA, & Wood, Catherine S., Carpinteria, CA; acting in concert Americorp, Ventura, CA, and American Commercial Bank, Ventura, CA CIBC San Francisco August 6,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity Lagomarsino, Richard A.; Lagomarsino, Ramona; Ramona Lagomarsino Family Limited Partnership; Lagomarsino, Robert J., all of Ventura, CA; & Lagomarsino, Norma M; Wood, Catherine S.; & Wood, Jack W.; acting in concert, all of Carpinteria, CA Americorp, Ventura, CA, and American Commerical Bank, Ventura CA CIBC San Francisco August 20,1997 Lashute, Ronald J., Opelousas, LA American Bancorp, Inc., Opelousas, LA and American Bank & Trust Company, Opelousas, LA CIBC Atlanta May 23,1997 Leake Family Partnership, L.P., Jackson, MS Citizens Capital Corporation, Magee, MS, and Citizens State Bank, Magee, MS CIBC Atlanta July 23,1997 Lexington B & L Financial Corp., Lexington, MO Lafayette Bancshares, Inc., Lexington, MO, and Lafayette County Bank of Lexington/Wellington, Lexington, MO; and B & L Bank, Lexington, MO operating a savings association (b)(4) 3 and 4 Kansas City August 4,1997 Lloyds TSB Group PLC, and Lloyds Bank PLC, both of London, England IAI Holdings Inc., Investment Advisers, Inc., Minneapolis, MN, trust services (b)(3); investment advisory services (b)(4); full-service brokerage (b)(15); foreign exchange execution & advisory services, and other advisory & administrative services 4 New York March 26,1997 Locke, E. David, McFarland, WI Northern Bancshares, Inc., McFarland, WI & McFarland State Bank, McFarland, WI CIBC Chicago August 29,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotiflcant ! Acquireeoractivity Sectionoflaw ReserveBank End ofcomment period Mahaska Investment Company, Oskaloosa, LA Pella State Bank, Pella, IA 3 Chicago September 12, 1997 Maries County Bancorp, Inc., Vienna, MO Progress Bancshares, Inc., Sullivan, MO, and Progress Bank of Sullivan, Sullivan, MO, a de novo bank 3 St. Louis August 15,1997 Marshall & Ilsey Corporation, Milwaukee, WI Security Capital Corporation, Milwaukee, WI, Security Bank, S.S.B., Milwaukee, WI 3 Chicago May 5,1997 Maypearl Bancshares, Inc., Maypearl, TX, and Maypearl Holdings, Inc., Wilmington, DE First State Bank, Maypearl, TX 3 Dallas August 7,1997 McConachie, Kirk F., and Patricia A., Andover, KS Andover Financial Corporation, Andover, KS & TTie Andover State Bank, Andover, KS CIBC Kansas City August 22, 1997 McGlasson, Harold Edwin, McGlasson, Karen Jane Veilon, and Voorhies & Labbe Profit Sharing Plan, all of Lafayette, LA Tri-Parish Bancshares, Ltd., Eunice, LA, and Tri-Parish Bank, Eunice, LA CIBC Atlanta August 1, 1997 MidCity Financial Corporation, Chicago, IL Abrams Centre Bancshares, Inc., Dallas, TX, and Abrams Centre National Bank, Dallas, TX 3 Chicago August 28, 1997 Middleburg Bancorp, Inc., Middleburg, KY Lincoln Federal Savings Bank, Liberty, KY in the operation of a federal savings bank (bX4) 4 St. Louis July 24, 1997 Midwest Community Bancshares, Inc., Marion, IL The Bank of Marion, Marion, IL 3 St. Louis September 2, 1997 Applicantornotificant Acquireeoractivity Moody Bancshares, Inc., Galveston, TX, and Moody Bank Holding Company, Reno, NV The Bank of Galveston, N.A., Galveston, TX 3 Dallas June 30, 1997 Moyer, George H., Jr., Madison, NE, and Moyer, Jon M., Madison, NE Madison Bancshares, Inc., Madison, NE, and The Bank of Madison, Madison, NE CIBC Kansas City June 26,1997 Murfreesboro Bancorp, Inc., Murfreesboro, TN Bank of Murfreesboro, Murfreesboro, TN 3 Atlanta July 18, 1997 National City Bancshares, Inc., Evansville, IN Bridgeport Bancorp, Inc., Bridgeport, IL, and First National Bank of Bridgeport, Bridgeport, IL 3 St. Louis June 6,1997 NationsBank Corporation(l), Charlotte, NC CONTINUED Montgomery Securities, Inc., & The Pyramid Company, San Francisco, CA underwriting & dealing in, to a limited extent, all types of debt & equity securities other than interests in open end investment companies CONTINUED 4 Richmond August 6,1997 NationsBank Corporation^), Charlotte, NC CONTINUED (See J.P. Morgan & Co., Inc., The Chase Manhattan Corp., Bankers Trust New York Corp., Citicorp, & Security Pacific Corp., 75 Fed. Res. Bull. 192 (1989)); in underwriting & dealing in obligations of the United States, general CONTINUED 4 Richmond August 6, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity NationsBank Corporation^), Charlotte, NC CONTINUED of states and their political subdivisions, and other obligations that state member banks of the Federal Reserve System may be authorized to underwrite and deal in under 12 U.S.C. 24 & 335 (b)(8); in acting as investment or CONTINUED 4 Richmond August 6,1997 NationsBank Corporation^), Charlotte, NC CONTINUED financial advisor (b)(6); in providing securities brokerage services (including securities clearing & securities execution services on an exchange), alone & in combination with investment advisory services, & incidental activities CONTINUED 4 Richmond August 6,1997 NationsBank Corporation^), Charlotte, NC CONTINUED (including related securities credit activities & custodial services) (bX7); in buying & selling in the secondary market all types of securities on the order of customers as a riskless principal to CONTINUED 4 Richmond August 6,1997 NationsBank Corporation^), Charlotte, NC CONTINUED the extent of engaging in a transaction in which the company, after receiving an order to buy (or sell) a security from a customer, purchases (or sells) the security for its own account to offset a contemporaneous sale to (or purchase CONTINUED 4 Richmond August 6, 1997 NationsBank Corporation^), Charlotte, NC CONTINUED from) the customer (b)(7); in acting as agent for the private placement of securities (b)(7) 4 Richmond August 6,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotiflcant Acquiree oractivity New Broadway, Inc., San Antonio, TX Broadway Bancshares, Inc., San Antonio, TX & Broadway Bancshares of Delaware, Inc., Wilmington, DE; Broadway National Bank, San Antonio, TX & Eisenhower National Bank, San Antonio, TX 3 Dallas September 4, 1997 New Prague Bancshares, Inc., New Prague, MN Community Security Bank, New Prague, MN, a de novo bank 3 Minneapolis July 7,1997 Nichols Bancshares, Inc., Kenedy, TX & J.M. Nichols, Inc., Dover, DE First-Nichols National Bank of Kenedy, Kenedy, TX 3 Dallas September 2,1997 Northside Banking Corporation, Tampa, FL Northside Bank of Tampa, Tampa, FL 3 Atlanta August 29,1997 Northwest Suburban Bancorp., Inc. (in formation), Arlington Heights, IL Mount Prospect National Bank (in organization), Mount Prospect, IL 3 Chicago July 28, 1997 Northwest Wisconsin Bancorp, Inc., & its wholly-owned subsidiary, BCB Bancorp, Inc., both of Chippewa Falls, WI CORRECTION Heartland Data Center, Inc., Cameron, WI providing data processing services to local, non-affilite financial institutions (b)(14) 4 Minneapolis August 11,1997 Norwest Corporation, Minneapolis, MN First Valley Bank Group, Los Fresons, TX & First Valley Delaware Financial Corporation, Dover, Delaware, & First Valley Bank, Harlingen, TX 3 Minneapolis September 2,1997 Norwest Corporation, Minneapolis, MN Packers Management Company, Omaha, NE, & Packers Bank, Omaha, NE 3 Minneapolis September 2,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotiflcant Acquiree oractivity Norwest Corporation, Minneapolis, MN Int'l Bancorp, Golden Valley, MN & Northern Nafl Bank, Int'l Falls, MN; City Nat'l Bank of Cloquet, Cloquet, MN & Northern Nat'l Bank, Nisswa, MN & Norwest Investment Services, Inc., Minneapolis, MN securities & underwriting activites (b)(7) & (b)(8) 3 and 4 Minneapolis September 12,1997 NSB Holding Corp., Staten Island, NY Check Depot, Staten Island, NY in check cashing, See Midland Bank T l, PLC, 76 Fed. Res. Bull. 869 (1990) 4 New York August 6,1997 O.A.K. Financial Corporation, Byron Center, MI Caledonia Financial Corporation, Caledonia, MI, & State Bank of Caledonia, Caledonia, MI 3 Chicago August 15,1997 Otto Bremer Foundation, St. Paul, MN Bremer Financial Corporation, St. Paul, MN, The Halo Bancorporation, Inc., Devils Lake, ND, & First National Bank of Devils Lake, Devils Lake, ND 3 Minneapolis August 15,1997 P.C.B. Bancorp, Inc., Largo, FL Anchor Savings Bank, F.S.B., St. Petersburg, FL operating a savings association (b)(4) 4 Atlanta August 8,1997 Patel, Susma; Patel, Suketu Madhusudan (Suku); Patel, Parimal Kantibhai (Perry); Amin, Bharat Muljibhai, London, England; and King, Dennis John Lloyd, Surrey, England; collectively, as die Patel Group First Bankshares, Inc., Longwood, FL, and First National Bank of Cenfral Florida, Longwood, FL CIBC Atlanta June 26, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotiflcant Acquireeoractivity Patel, Susma;Patel (Suku), Suketu Madhusudan; Patel (Perry), Parimal Kantibhai; Amin, Bharat Muljibhai, London, England; and King, Dennis John Lloyd, Surrey, England; collectively, as the Patel Group First Bankshares, Inc., Longwood, FL, and First National Bank of Central Florida, Longwood, FI CIBC Atlanta May 30,1997 Pathfinder Bancorp, MHC, Oswego, NY Pathfinder Bancorp, Oswego, NY, and Stock Holding Company, Oswego, NY and Oswego City Savings Bank, Oswego, NY 3 New York August 7, 1997 PBT Bancshares, Inc., McPherson, KS Yoder Bankshares, Inc., Yoder, KS, and Farmers State Bank, Yoder, KS 3 Kansas City June 6,1997 People's Community Capital Corporation, Aiken, SC People's Community Bank of South Carolina, Aiken, SC 3 Richmond August 14,1997 Peoples Bancorp, Inc., Marietta, OH Gateway Bancorp, Inc., Catlettsburg, KY, and Catlettsburg Federal Savings Bank, Catlettsburg, KY operating a savings association (b)(4)(ii) 4 Cleveland August 1, 1997 Peoples Bank Employee Stock Ownership Trust, Marion, KY Peoples-Marion Bancorp, Inc., Marion, KY 3 St. Louis June 12, 1997 Peoples Community Bancshares, Inc., Colquitt, GA Farmers Bank of Malone, Malone, FL 3 Atlanta July 14, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Peoples Community Bancshares, Inc., Colquitt, GA Farmers Bank of Malone, Malone, FL 3 Atlanta August 11, 1997 Peoples Financial Corp., Inc., Ford City, PA Elderton State Bank, Elderton, PA 3 Cleveland August 25, 1997 Peoples-Marion Bancorp, Inc., Marion, KY The Peoples Bank, Marion, KY 3 St. Louis June 12,1997 PHS Bancorp, M.H.C., Beaver Falls, PA Peoples Home Savings Bank, Beaver Falls, PA 3 Cleveland May 1,1997 Pioneer Bancshares, Inc., Chattanooga, TN Pioneer Bank, F.S.B., Chattanooga, TN operating a savings association (b)(4) 4 Atlanta July 25,1997 Plainview Holding Company, Pilger, NE American National Creighton Co., Creighton, NE, and American National Bank of Creighton, Creighton, NE 3 Kansas City June 23, 1997 Planters & Merchants Bancshares, Inc., Heame, TX, & Planters & Merchants Bancshares of Delaware, Inc., Wilmington, DE Homestead Bank, S.S.B., College Station, TX 3 Dallas August 14, 1997 Premier Financial Bancorp, Inc., Georgetown, KY The Sabina Bank, Sabina, OH 3 Cleveland August 21, 1997 Prillaman, Bob Maurice & Lillias B., Marietta, GA Independent Bancshares, Inc., Powder Springs, GA CIBC Atlanta August 29,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Proffitt, Richard Todd, Pigeon Forge, TN Tennessee State Bancshares, Inc., Pigeon Forge, TN (formerly Gatlinburg, TN), and Tennessee State Bank, Gatlinburg, TN CIBC Atlanta August 5,1997 Progress Bancshares, Inc., Sullivan, MO Progress Bank of Sullivan, Sullivan, MO, a de novo bank 3 St. Louis Augusts, 1997 Progressive Bancorp, Inc., Pekin, IL Pekin Savings Bank, S.B., Pekin, IL 3 Chicago August 15,1997 Provident Financial Group, Inc., & FGBI Acquisition Corp., both of Cincinnati, OH Florida Gulfcoast Bancorp, Inc., Sarasota, FL, and Enterprise National Bank of Sarasota, Sarasota, FL 3 Cleveland July 24,1997 Remington, Thomas J., and S. June, both of Lincoln, NE, and Remingrton, Ada E., McCook, Nebraska Clatonia Bancshares, Inc., Clatonia, NE, and Farmers Bank of Clatonia, Clatonia, NE CIBC Kansas City July 18,1997 Republic Bancshares, Inc., St. Petersburg, FL F.F.O. Financial Group, Inc., St. Cloud, FL, and First Federal Savings and Loan Association of Ocelola County, Kissimmee, FL, operating a savings association (b)(4)(ii) 4 Atlanta May 23,1997 Reynolds, Marshall T., Huntington, WV St. Mary Holding Corporation, and Saint Mary Bank & Trust Company, Franklin, Louisiana CIBC Atlanta August 15, 1997 Rockdale National Bankshares, Conyers, GA CORRECTION Rockdale National Bank, Conyers, GA 3 Atlanta August 22, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotiflcant Acquireeoractivity Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 25, 1997 Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 22, 1997 Rossenberg, Clifford R., Sunset Beach, CA Security First Bank, Fullerton, CA CIBC San Francisco May 27,1997 Royal Bank of Canada, Montreal, Canada and Stitching Prioriteir ABN AMRO Holding; Stichting Administratiekantoor ABN AMRO Holding; ABN AMRO Holding, N.V.; ABN AMRO Bank, N.V., Amsterdam, The Netherlands; and ABN AMRO North America, Inc., Chicago, IL Integrion Financial Network, LLC, Altanta, GA, & acquire certain assets & liabilites of VISA Interactive, Inc., in data processing & data transmission services (bX14) 4 New York August 11, 1997 Santa Barbara Bancorp, Santa Barbara, CA Citizens State Bank of Santa Paula, Santa Paula, CA 3 San Francisco July 25, 1997 Security Bancshares, Inc., Scott City, KS Intra Financial Corp., and Exchange Bank of Clyde, Clyde, KS; Farmers State Bancshares of Sabetha, Inc., Sabetha, KS; Fanners State Bank, Sabetha, KS; Peoples Bancorp of Belleville, Inc., and Peoples Bank of Belleville, Belleville, KS 3 Kansas City June 20,1997 Security State, Corporation, Centralia, WA Security State Bank, Centralia, WA 3 San Francisco June 9,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Sephar, David L., Kansas City, KS First Community Bancshares, Inc., Kansas City, KS, and First Community Bank, Kansas City, KS cm c Kansas City July 25,1997 Southwestern Bancshares, Inc., Oklahoma City, OK Southwestern Bank & Trust Company, Oklahoma City, OK 3 Kansas City August 11, 1997 Spanjer, Leland, Cozad, NE, in his capacity as Personal Representative of the Estate of Clifford G. Young C.S.B. Co., Cozad, NE, Cozad State Bank & Trust Company, Cozad, NE, and First National Bank of Chadron, Chadron, NE CIBC Kansas City August 11, 1997 Spehar, David L. & Nancy A., Kansas City, KS First Community Bancshares, Inc., Kansas City, KS, and First Community Bank, Kansas City, KS CIBC Kansas City August 5, 1997 St. Yves, Robert W., Prineville, OR Prineville Bancorporation, Prineville, OR and Community First Bank, Prineville OR (formerly the Prineville Bank) CIBC San Francisco August 5, 1997 Sterling Bancshares, Inc., Houston, TX First Houston Bancshares, Houston, TX, and Houston National Bank, Houston, TX 3 Dallas July 21, 1997 Stockmens Financial Corporation, Rushville, NE BankWest (a de novo bank), Castle Rock, CO 3 Kansas City July 25, 1997 Suez Lyonnaise des Euax, Paris, France; Societe Generale de Belgique, Brussels, Belguim; and Generale de Banque, Brussels, Belguim Harbor Capital Management, Inc., Boston, MA investment advisory activities (b)(6); investment transactions as principal (b)(8); & serve as general partner of & provide management & private placement services to unregistered investment funds 4 New York August 21,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity The Bank of Mulberry Employee Stock Ownership Trust, Mulberry, AR ACME Holding Company, Inc., Mulberry, AR, and The Bank of Mulberry, Mulberry, AR 3 St. Louis June 23, 1997 The Chase Manhattan Corporation & Chase Holdings Delaware, Inc., New York, NY CORRECTION Chase Manhattan Bank & Trust Company, National Association, Los Angeles, CA 3 New York August 18, 1997 The Chase Manhattan Corporation and Chase Holding Delaware Inc., New York, NY Chase Trust Company, National Association, Los Angeles, CA 3 New York August 18, 1997 The Commercial Bancorp, Inc., Ormond Beach, FL Commercial Bank of Volusia County, Ormond Beach, FL 3 Atlanta August 15,1997 TNB Bancorporation, Inc., Brenham, TX, and TNB Bancorporation of Delaware, Inc., Wilmington, DE Texas National Bank, Brenham, TX 3 Dallas July 29,1997 Triangle Bancorp, Inc., Raleigh, NC Bank of Mecklenburg, Charlotte, NC 3 Richmond August 1, 1997 Union Planters Corporation(l), Memphis, TN CONTINUED Magna Bancorp, Inc., Hattiesburg, MS, & Magnolia Federal Bank for Savings, Hattiesburg, MS indirectly acquiring a federal savings bank (b)(4); & Magna Mortgage Co., Hattiesburg, MS originating & servicing mortgage loans (b)(1) CONTINUED 4 St. Louis August 15,1997 Union Planters Corporation^), Memphis, TN CONTINUED & in providing real estate appraisal & inspection services (b)(2) 4 St. Louis August 15, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity United Bankshares, Inc., Charleston, WV First Patriot Bankshares Corporation, Reston, VA, and Patriot National Bank, Reston, VA 3 Richmond June 16,1997 United Community Banks Inc., Blairsville, GA First Clayton Bancshares, Inc., Clayton, GA, and First Clayton Bank and Trust Company, Clayton, GA 3 Atlanta August 8,1997 Valcourt, Jeffery T., Arlington, VA United Financial Banking Companies, Inc., Vienna, VA, and The Business Bank, Vienna, VA CIBC Atlanta June 5,1997 Valley National Corporation, Lanett, AL Valley National Bank of Lannett, Lanett, AL 3 Atlanta September 5,1997 Wachovia Corporation, Winston-Salem, NC Jefferson National Bank, Charlottesville, VA and Jefferson National Bank, Charlottesville, VA 3 Richmond August 18,1997 West U. Limited, Bradley F. Bracewell, Jr., General Partner, Houston, TX First University Corporation, Houston, TX, and West University Bank, N.A., Houston, TX CIBC Dallas August 8, 1997 Western Bank, Albuquerque, New Mexico ESOP & Trust, Albuquerque, NM Western Bancshares of Albuquerque, Inc., Albuquerque, NM, and Western Bank, Albuquerque, NM 3 Kansas City August 21, 1997 Woodruff, Thomas M., Humble, TX Grimes County Capital Corporation, Iola, TX & Community State Bank, Houston, TX CIBC Dallas August 26, 1997 Young, David E., Chattanooga, TN East Ridge Bancshares, Inc., East Ridge, TN, and Bank of East Ridge, East Ridge, TN CIBC Atlanta July 22, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Young, Susan Aileen, Chicago, IL C.S.B. Co., Cozad, NE, and Cozad State Bank & Trust Company, Cozad, NE, and First National Bank of Chadron, Chardron, NE Sectionoflaw ReserveBank CIBC Kansas City End ofcomment period August 5, 1997 Addresses for Comments and Information Requests Addresses for comments differ from those for information requests. Addresses fo r Comments Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or the Board. Federal Reserve Bank of Boston Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA 02106-2204 Federal Reserve Bank of New York Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001 Federal Reserve Bank of Philadelphia Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia, PA 19105-1521 Federal Reserve Bank of Cleveland Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH 44101-2566 Federal Reserve Bank of Richmond A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528 Federal Reserve Bank of Atlanta Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA 30303-2713 Federal Reserve Bank of Chicago Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL 60690-1413 Federal Reserve Bank of St. Louis Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034 Federal Reserve Bank of Minneapolis Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171 Federal Reserve Bank of Kansas City D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001 Federal Reserve Bank of Dallas Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, XX 75201-2272 Federal Reserve Bank of San Francisco Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San Francisco, CA 94105-1579 Board of Governors of the Federal Reserve System William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001 Information Requests The public portions of the applications and notices currently listed in this release are available on an expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also may be obtained from the Board. Federal Reserve Bank of Boston Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219) Federal Reserve Bank of New York Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628) Federal Reserve Bank of Philadelphia Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146) Federal Reserve Bank of Cleveland Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932) Federal Reserve Bank of Richmond Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283) Federal Reserve Bank of Atlanta Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342) Federal Reserve Bank of Chicago Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894) Federal Reserve Bank of St. Louis Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740) Federal Reserve Bank of Minneapolis Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702) Federal Reserve Bank of Kansas City Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252) Federal Reserve Bank of Dallas Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302) Federal Reserve Bank of San Francisco Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031) Board of Governors of the Federal Reserve System Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)