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ANNOUNCEMENT BY BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (H.2, 1982 No. 49) Actions of the Board; Applications and Reports i Received During the Week Ending December 4, 1982 APPLICABLE RESERVE BANK ACTIONS OF THE BOARD The Board changed i t s rules to implement recently enacted l e g i s l a t i o n affecting reserve requirements and the a v a i l a b i l i t y of NOW accounts (Docket No. R-0438; R-0439; R-0440; and R-0441) Regulation D amendment to coordiante the end of the phase-in of reserve requirements for member banks under the Monetary Control Act with the s t a r t of contemporaneous reserve accounting (Docket No. R-0442) The Board is extending the time f o r comment on questions pertaining to a s t a f f study of Federal regulations and oversight of margins in financial markets, from December 20, 1982 to February 18, 1983 (Docket No. R-0427) New York Bankers Trust New York Corporation, New York, New York, extension of time to March 20, 1983, within which to engage in futures commission merchant a c t i v i t i e s through i t s subsidiary, BT Capital Markets Corp. ] / Kansas City Central of Kansas I n c . , Junction C i t y , Kansas, extension of time to March 9, 1983, within which to acquire Central of J.C., National Association, Junction C i t y , Kansas. J / Cleveland Colonial Banc Corp., Eaton, Ohio, extension of time to January 21, 1983, within which to acquire Eaton National Bank and Trust Co., Eaton, Ohio, j J Dallas F i r s t City Bancorporation of Texas, I n c . , Houston, Texas, extension of time to March 7, 1983, w i t h i n which to acquire F i r s t City Bank-East, N.A., El Paso, Texas, a proposed new bank. 1/ JJ Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . i H.2, 1982 No. 49 - 2 ACTIONS OF THE BOARD - Continued Atlanta FSB Bancorporation, Decatur, Alabama, extension of time to March 19, 1983, within which to become a bank holding company through acquisition of F i r s t State Bank of Decatur, Decatur, Alabama. J_/ Chicago GAINER CORPORATION, M e r r i l l v i l l e , Indiana, extension of time t o March 1, 1983, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of the successor by merger to Gary National Bank, Gary, Indiana. J / Dal las Garrison Bancshares, I n c . , Garrison, Texas, extension of time to February 2, 1983, within which to acquire The Commercial State Bank, Garrison, Texas. J / Atlanta G.S.B. Investments, I n c . , Gainesville, Florida, extension of time to March 6, 1983, within which to become a bank holding company through the acquisition of Gainesville State Bank, Gainesville, Florida. V Kansas City Industrial Bancshares, I n c . , Kansas C i t y , Kansas, extension of time t o February 4, 1983, within which to acquire Commercial National Bank, Kansas C i t y , Kansas. ]_/ Chicago M a r t i n s v i l l e Bancshares, I n c . , M a r t i n s v i l l e , I l l i n o i s , extension of time to January 31, 1983, within which t o become a bank holding company through the acq u i s i t i o n of 100 percent of the voting shares of the successor by merger to M a r t i n s v i l l e State Bank, Martinsville, I l l i n o i s , J / Kansas City Mission Bancshares, I n c . , Mission, Kansas, extension of time t o February 4, 1983, within which to acquire Commercial National Bank, Kansas C i t y , Kansas. JJ Chicago NBB, I n c . , Chicago, I l l i n o i s , extension of time to February 22, 1983, within which to become a bank holding company through the acquisition of 75 percent or more of the voting shares of National Boulevard Bank of Chicago, Chicago, I l l i n o i s . 1/ 27 Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 3 ACTIONS OF THE BOARD - Continued Kansas City Nicol Bankshares Corp., Olathe, Kansas, extension of time to February 24, 1983, within which to acquire F i r s t Citibank of Olathe, Olathe, Kansas. ]_/ Atlanta One American Corp., Vacherie, Louisiana, extension of time to April 15, 1983, within which to become a bank holding company through the acquisition of F i r s t American Bank and Trust, Vacherie, Louisiana. ] / San Francisco South Valley Bancorporation, Morgan H i l l , C a l i f o r n i a , extension of time to February 27, 1983, within which to become a bank holding company through the acquisition of South Valley National Bank, Morgan H i l l , C a l i f o r n i a , a proposed new bank, j y Dallas Texas American Bancshares I n c . , Fort Worth, Texas, extension of time to March 1, 1983, within which to acquire Texas American Bank/Piano, N.A., Piano, Texas. V Atlanta United Bancorporation of Alabama, Inc., Atmore, Alabama, extension of time to February 5, 1983, within which to become a bank holding company through the acquisition of The Bank of Atmore, Atmore, Alabama and Peoples Bank, Frisco C i t y , Alabama. V Chicago United Community Financial Corporation, Way!and, Michigan, extension of time to March 9, 1983, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of the successor by merger to United Community Bank, Wayland, Michigan. J / San Francisco U. S. Bancorp, Portland, Oregon, extension of time to February 28, 1983, within which to begin operation of Boulder U. S. Industrial Bank, Boulder, Colorado. J / Kansas City Valley View Bancshares, I n c . , Overland Park, Kansas, extension of time to February 4, 1983, within which to acquire Commercial National Bank, Kansas C i t y , Kansas. 1/ T7 Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 4 ACTIONS OF THE BOARD - Continued Atlanta WCG Bancshares, I n c . , Thomaston, Georgia, extension of time to February 27, 1983, within which to become a bank holding company through the acq u i s i t i o n of West Central Georgia Bank, Thomaston, Georgia. JJ Dallas Central Bank, Monroe, Louisiana, an investment in bank premises. y San Francisco F i r s t Interstate Bank of C a l i f o r n i a , Los Angeles, C a l i f o r n i a , extension of time to December 16, 1983, within which to establish a branch o f f i c e in the v i c i n i t y of the intersection of Highway 50 and Missouri Flat Road, P l a c e r v i l l e , C a l i f o r n i a . ]_/ San Francisco Deregistration under Regulation G f o r Tacoma Telco Federal Credit Union, Tacoma, Washington, y Dal las Bank Commerce, Point Comfort, Texas, proposal to merge with New Bank of Commerce, Point Comfort, Texas; report to the Federal Deposit Insurance Corporation on competitive f a c t o r s . ]_/ Atlanta Beach Bank of Vero Beach, Vero Beach, Florida, proposed merger with Second Beach Bank of Vero Beach, Vero Beach, Florida; report to the Federal Deposit Insurance Corporation on competitive f a c t o r s , y St. Louis Benton Community Bank, Benton, I l l i n o i s , proposal to merge with Ewing State Bank, Ewing, I l l i n o i s ; report to the Federal Deposit Insurance Corporation on competitive factors. V Atlanta Central Bank of Georgia, Macon, Georgia, proposed merger with Central Interim Bank, Macon, Georgia; report to the Federal Deposit Insurance Corporation on competitive factors, y Kansas City Central National Bank of Junction C i t y , Junction C i t y , Kansas, proposal to merge with Central of J.C., N.A., Junction C i t y , Kansas; report to the Comptroller of the Currency on competitive factors, y J7 Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . i H.2, 1982 No. 49 - 5 ACTIONS OF THE BOARD - Continued St. Louis Commerce-Manchester Bank, National Association, St. Louis, Missouri, proposal to merge with Commerce Bank of St. Louis, National Association, St. Louis, Missouri; report to the Comptroller of the Currency on competitive fa cto rs. V New York Hamburg Savings Bank, Brooklyn, New York, proposal to merge with College Point Savings Bank, College Point, New York; report to the Federal Deposit Insurance Corporation on competitive f act ors. V San Francisco Iterim San Diego National Bank, San Diego, C a l i f o r n i a , proposed merger with San Diego National Bank, San Diego, C a l i f o r n i a , under t i t l e of the l a t t e r and charter of the former; report to the Comptroller of the Currency on competitive fa cto rs. !_/ Dallas Marshall Bank, N.A., Marshall, Texas, proposal t o merge with The Marshall National Bank, Marshall, Texas; report to the Comptroller of the Currency on competitive factors. V Atlanta Park National Bank of Knoxville, Knoxville, Tennessee, proposed merger with Park Interim Bank, N.A., Knoxv i l l e , Tennessee; report to the Comptroller of the Currency on competitive f a c t o r s . \J Atlanta Trust Company of Georgia, Atlanta, Georgia, proposed merger with Trust Company Mortgage, Atlanta, Georgia, and to engage de novo in certain mortgage banking a c t i v i t i e s ; report to the Federal Deposit Insurance Corporation on competitive factors. V Dallas Valley Bank of El Paso, El Paso, Texas, proposal to merge with The New Valley Bank of El Paso, El Paso, Texas; report to the Federal Deposit Insurance Corporation on competitive f a c t o r s . V Dal las F i r s t State Bank, Bandera, Texas, waiver of the s i x month notice requirement to terminate membership in the Federal Reserve System. 1/ 17 Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 6 ACTIONS OF THE BOARD - Continued To Establish a Domestic Branch Pursuant To Section 9 of the Federal Reserve Act Richmond Bank of V i r g i n i a , Richmond, V i r g i n i a . To establ i s h a customer-bank communication terminal at 1229 Todds Lane, Hampton, V i r g i n i a . J / Chicago Comerica Bank-Detroit, D e t r o i t , Michigan. To establish an o f f s i t e electronic f a c i l i t y at Proof Center, 23550 Harper, St. Clair Shores, Michigan. j_/ San Francisco F i r s t Interstate Bank of C a l i f o r n i a , Los Angeles, C a l i f o r n i a . To establish a branch o f f i c e in the v i c i n i t y of the intersection of Rancho Santa Fe Road and San Marcos Boulevard, City of San Marcos, San Diego County, C a l i f o r n i a . V Issued Intent Not to Disapprove Change of Control Pursuant t o Change in Bank Control Act of 1978 Kansas City Not Disapproved Security State Bancorp., I n c . , Moore!and, Oklahoma. ] / Kansas City Pony Express Bancorp., I n c . , Elwood, Kansas. 1/ * * * * * To Organize, or Invest i n , a Corporation Doing Foreign Banking and Other Foreign Financing Pursuant t o Section 25 or 25(a) of the Federal Reserve Act New York T7 Approved The Fuji Bank, Limited, Tokyo, Japan: grants consent to establish an Edge Act Corporation i n San Francisco, C a l i f o r n i a , t o be named Fuji Bank International, Inc. Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 7 ACTIONS OF THE BOARD - Continued Atlanta Banco Latino, C.A., Caracas, Venezuela: grants consent to establish an Edge Corporation in Miami, Florida, to be named Banco Latino International. * * * * * To Form a Bank Holding Company Pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956 Richmond Withdrawn Peoples Bancorp, I n c . , Richwood, West V i r g i n i a , for approval to acquire at least 80 percent of the voting shares of Peoples Bank of Richwood, I n c . , Richwood, West V i r g i n i a . V Atlanta Dixie Bancorp, I n c . , Miami, Florida, for approval to acquire 100 percent of the voting shares of Dixie Financial Services, I n c . , Miami, Florida and i n d i r e c t l y acquire Dixie National Bank of Dade County, Miami, Florida. Atlanta Dixie Financial Services, I n c . , Miami, Florida, f o r approval to acquire at least 80 percent of the voting shares of Dixie National Bank of Dade County, Miami, Florida. St. Louis F i r s t Charlestown Corporation, Charlestown, Indiana, f o r approval to acquire at least 80 percent of the voting shares of F i r s t Bank of Charlestown, Charlestown, Indiana. Boston Cleveland 1/ Approved Union Bankshares, I n c . , M o r r i s v i l l e , Vermont, f o r approval to acquire 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of The Union Bank, M o r r i s v i l l e , Vermont. ]_/ Peoples Bank Corporation of Berea, Berea, Kentucky, for approval to acquire 100 percent of the voting shares of Peoples Bank and Trust Company, Berea, Kentucky. 1/ Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 ACTIONS OF THE BOARD - Continued Cleveland United Midwest Bancshares, I n c . , Cincinnati, Ohio, for approval to acquire 100 percent of the voting shares of Southern Ohio Bank, Cincinnati, Ohio. Atlanta Citco Bancshares, I n c . , Elizabethton, Tennessee, f o r approval to acquire 100 percent of the voting shares of Citizens Bank, Elizabethton, Tennessee. J / Atlanta Interedec (Georgia) N.V., Curacao, Netherlands A n t i l l e s and Interedec (Georgia) Limited, Nassau, Bahamas, f o r approval to acquire 100 percent of the voting shares of NBG Financial Corporation, Atlanta, Georgia (formerly GRP, I n c . ) . 1/ Atlanta Pickens County Bancshares, I n c . , Jasper, Georgia, f o r approval to acquire at least 80 percent of the voting shares of Pickens County Bank, Jasper, Georgia. !_/ Chicago Charter 17 Bancorp, I n c . , Richmond, Indiana, for approval to acquire 100 percent of the voting shares of the successor by merger to The F i r s t National Bank of Richmond, Richmond, Indiana. J_/ Chicago F i r s t Thomasboro Corporation, Thomasboro, I l l i n o i s , f o r approval to acquire at least 90 percent of the voting shares of F i r s t National Bank of Thomasboro, Thomasboro, I l l i n o i s . V Chicago L o h r v i l l e Bancshares, L t d . , L o h r v i l l e , Iowa, for approval to acquire at least 80 percent of the voting shares of L o h r v i l l e Savings Bank, L o h r v i l l e , Iowa. 1J Chicago Sherman Banc Shares, I n c . , Sherman, I l l i n o i s , f o r approval to acquire 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of the successor by merger to Sherman Community Bank, Sherman, I l l i n o i s . J J St. Louis F i r s t Central Corporation, Searcy, Arkansas, for approval to acquire at least 80 percent of the voting shares of F i r s t National Bank of Searcy, Searcy, Arkansas. 1/ T7 Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . — M H.2, 1982 No. 49 - 9 ACTIONS OF THE BOARD - Continued St. Louis Goreville Bancorporation, I n c . , Goreville, I l l i n o i s , for approval to acquire at least 80 percent of the voting shares of Goreville State Bank, Goreville, Illinois. J/ St. Louis Ina Bancshares, I n c . , Cahokia, I l l i n o i s , f o r approval to acquire 100 percent of the voting shares of Ina State Bank, Ina, I l l i n o i s . ]_/ St. Louis LaBelle Bancshares, I n c . , LaBelle, Missouri, for approval to acquire at least 80 percent of the voting shares of The Bank of LaBelle, LaBelle, Missouri. ]_/ St. Louis Mountain Bancshares, I n c . , Y e l l v i l l e , Arkansas, f o r approval to acquire at least 70 percent of the voting shares of Bank of Y e l l v i l l e , Y e l l v i l l e , Arkansas. V Minneapolis Eau Claire Financial Services, I n c . , Eau Claire, Wisconsin, for approval to acquire at least 88.3 percent of the voting shares of London Square Bank, Eau C l a i r e , Wisconsin. J / Minneapolis Made!ia Holding Corp., Madelia, Minnesota, f o r approval to acquire 86.8 percent of the voting shares of The Citizens National Bank of Madelia, Madelia, Minnesota. ] / Kansas City C & M Bancshares, I n c . , Cameron, Missouri, f o r approval to acquire at least 78 percent of the voting shares of Memphis Bancshares, I n c . , Memphis, Missouri, and i n d i r e c t l y at least 90 percent of Farmers & Merchants Bank Memphis, Missouri; and 100 percent of Cameron Bancshares, I n c . , Cameron, Missouri, and i n d i r e c t l y at least 80 percent of Cameron State Bank, Cameron, Missouri. J / Kansas City Eastman National Bancshares, I n c . , Newkirk, Oklahoma, f o r approval to acquire at least 80 percent of the voting shares of Eastman National Bank of Newkirk, Newkirk, Oklahoma. 1/ Kansas City Pine Ridge Management Company, Chadron, Nebraska, f o r approval to acquire at least 80 percent of the voting shares of F i r s t National Bank of Chadron, Chadron, Nebraska. 1/ 2/ Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . 1 H.2, 1982 No. 49 - 10 ACTIONS OF THE BOARD - Continued Dallas F i r s t Jacksboro Bancshares, Inc., Jacksboro, Texas, for approval to acquire at least 80 percent of the voting shares of The F i r s t National Bank of Jacksboro, Jacksboro, Texas. 1/ San Francisco I s t i t u t o Bancario San Paolo di Torino, Turin, I t a l y and i t s subsidiary, San Paolo U.S. *• Holding Company, New York, New York, f o r approval to a c q u i f l 85 percent of the voting shares of F i r s t Los Angeles Bank, Los Angeles, C a l i f o r n i a . San Francisco National Bankshares of La J o l l a , La J o l l a , C a l i f o r n i a , f o r approval to acquire 100 percent of the voting shares of the successor by merger to National Bank of La J o l l a , La J o l l a , C a l i f o r n i a . 1/ To Expand a Bank Holding Company Pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956 Boston Approved F i r s t Bancorp of N.H., Inc., Manchester, New Hampshire, f o r approval to acquire up to 100 percent of the voting shares of The Bedford Bank, Bedford, New HampsM re. Atlanta SBT Corporation, Savannah, Georgia, f o r approval to acquire at least 90 percent of the voting shares of Central Bank of Georgia, Macon, Georgia. 1/ Atlanta Tennessee National Bancshares, Inc., Tennessee, f o r approval to acquire more of the voting shares of F i r s t of Jefferson C i t y , Jefferson C i t y , Minneapolis Zappco Inc., St. Cloud, Minnesota, for approval to acquire at least 89.3 percent of the voting shares of First National Bank of L i t t l e F a l l s , L i t t l e F a l l s , Minnesota. 1J Kansas City Security Bancshares, Inc., Albany, Missouri, for approval to acquire an additional 19.96 percent of the voting shares of Albany State Bank, Albany, Missouri. 1/ T7 Maryville, 56.3 percent or National Bank Tennessee. \J Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 11 ACTIONS OF THE BOARD - Continued Dal las Allied Bancshares, Inc., Houston, Texas, for approval to acquire 100 percent of the voting shares of Allied Bank North Belt N.A., Houston, Texas, a proposed new bank. V Dal las Northeast United Bancorp, Inc. of Texas, Fort Worth, Texas, for approval to acquire 100 percent of the voting shares of Cedar H i l l National Bank, Cedar H i l l , Texas, a proposed new bank. J / Dallas Texas American Bancshares Inc., Fort Worth, Texas, for approval to acquire 100 percent of the voting shares of Forum Bank, Arlington, Texas. JJ * * * * * To Expand a Bank Holding Company Pursuant to Section 3(a)(5) of the Bank Holding Company Act of 1956 Richmond Atlanta Approved NCI® Corporation, Charlotte, North Carolina, for approval to acquire 100 percent of the voting shares of Exchange Bancorporation, I n c . , Tampa, Florida and i n d i r e c t l y acquire Exchange Bank and Trust Company of Florida, Tampa, Florida; Exchange Bank of Charlotte County, N.A., Englewood, Florida; Exchange Bank of Collier County, Naples, Florida; The Exchange National Bank of Lake County, Clermont, Florida; Exchange Bank of Lee County, Fort Myers, Florida; Exchange National Bank of Manatee County, Bradenton, Florida; The Exchange Bank of Osceola, Kissimmee, Florida; Exchange Bank of Polk County, Winter Haven, Florida; and Exchange Bank of Sarasota County, Sarasota, Florida. Third National Corporation, Nashville, Tennessee, for approval to merge with Ancorp Bancshares, I n c . , Chattanooga, Tennessee and i n d i r e c t l y acquire American National Bank and Trust Company, Chattanooga, Tennessee and Hamilton Bank of Johnson City, Johnson City, Tennessee. T7 Application processed on behalf of the Board of Governors under delegated authority. H.2, 1982 No. 49 -12ACTIONS OF THE BOARD - Continued To Expand a Bank Holding Company Pursuant to Section 4(c)(8) of the Bank Holding Company Act of 1956 New York Kansas City New York New York J7 2/ Withdrawn C i t i c o r p , New York, New York, to expand the a c t i v i t i e s of nine e x i s t i n g o f f i c e s to include the following a c t i v i t y (the sale of c r e d i t related property and casualty insurance prot e c t i n g real and personal property subject to a security agreement with C i t i c o r p Homeowners, Inc. to the extent permissible under applicable State insurance laws and regulations) at 9550 Regency Square Blvd., Jacksonville; 5514 N. Davis Highway, Pensacola; 7261 U.S. 19 North, Pinellas Park; Windmill Gate Shopping C t r . , 16403 N.W. 67th Avenue, Miami Lakes; Dale Mabry Executive C t r . , 3725 Grace Street W., Tampa; Center Pointe Office Bldg., 4000 N. State Rd. 7, Fort Lauderdale; Executive Centre, 2300 Palm Beach Lakes Blvd., West Palm Beach; 1915 North Monroe, Tallahassee; and 124 E. Colonial Drive, Orlando, a l l located in F l o r i d a , through i t s subsidiary, Citcorp Homeowners, Inc. (Delaware) (11/29/82) 3/ Kaw Valley Bancshares, I n c . , Kansas C i t y , Kansas, f o r approval to acquire 50.01 percent of the outstanding shares of Electronic Processing, I n c . , Kansas C i t y , Kansas, a data processing services company. V Approved C i t i c o r p , New York, New York, for approval to establ i s h branches of i t s subsidiary, Citicorp Banking Corporation, Wilmington, Delaware, in Bahrain, the Channel Islands and Hong Kong to engage in certain commercial banking a c t i v i t i e s . C i t i c o r p , New York, New York, f o r approval to engage through I t s subsidiary, Citicorp Futures Corporation, New York, New York, i n acting as a futures commission merchant f o r n o n a f f i l i a t e d persons, in the execution and clearance of certain futures contracts on major commodity exchanges and such contracts would cover b u l l i o n , foreign exchange, U.S. Government securities and negotiable money market instruments. Application processed on behalf of the Board of Governors under delegated a u t h o r i t y . 4(c)(8) n o t i f i c a t i o n processed by Reserve Bank on behalf of the Board of Governors under delegated a u t h o r i t y . I H.2. 1982 No. 49 - 13 ACTIONS OF THE BOARD - Continued Richmond NCNB Corporation, Charlotte, North Carolina, f o r approval to acquire Exchange Financial Services, I n c . , Tampa, Florida and Exchange Leasing, I n c . , Tanya, Florida. Atlanta Third National Corporation, Nashville, Tennessee, f o r approval to acquire Ancorp Insurance Company, Chattanooga, Tennessee, which engages in the underwriting of c r e d i t l i f e insurance and c r e d i t accident and health insurance d i r e c t l y related to extensions of c r e d i t made by Ancorp's subsidiary banks. San Francisco Imperial Bancorp, Inglewood, C a l i f o r n i a , for approval to recommence the a c t i v i t y of providing packaged data processing and transmission services for banking, financial and economic data for i n s t a l l a t i o n on the premises of customers that are depository or s i m i l a r i n s t i t u t i o n s , through i t s subsidiary, Imperial Automation, I n c . , Costa Mesa, C a l i f o r n i a . Dallas San Francisco TJ Delayed F i r s t City Financial Corporation, Albuquerque, New Mexico, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to engage i n insurance a c t i v i t i e s by acting as agent f o r the sale of l i f e , accident and health insurance d i r e c t l y related t o i t s extensions of c r e d i t ) at 2155 Louisiana, NE, Albuquerque, New Mexico; 200 East Broadway, Hobbs, New Mexcio; 101 West Greene, Carlsbad, New Mexico; 1141 Mechem Drive, Ruidoso, New Mexico; 209 S. Main Street, Lovington, New Mexico; and 1901 N. Main Street, Roswell, New Mexico, through i t s subs i d i a r y , F i r s t City Mortgage Company (12/2/82) y BankAmerica Corporation, San Francisco, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to engage in c r e d i t - r e l a t e d property insurance) at 755 Two Mile Parkway, Goodlettsville, Tennessee, serving the States of Tennessee and Kentucky as well as two existing o f f i c e s located in Chattanooga, Tennessee, serving the States of Alabama and Memphis, 4(c)(8) n o t i f i c a t i o n processed by Reserve Bank on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 14 ACTIONS OF THE BOARD - Continued Tennessee, serving the States of Tennessee and Kentucky, through i t s indirect subsidiary, FinanceAmerica Credit Corporation (a Delaware corporation) (12/2/82) 3/ Richmond Richmond Reactivated Equitable Bancorporation, Baltimore, Maryland, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (acting as a sales agent of Travelers Express Company, I n c . , f o r the sale through the a f f i l i a t e d banks of the holding company of money orders drawn on Travelers Express Company, Inc.) at 100 South Charles Street, Baltimore, Maryland (11/30/82) 3/ Permitted Equitable Bancorporation and The Maybaco Company, both in Baltimore, Maryland, n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s (acting as a sales agent of Travelers Express Company, I n c . , for the sale through the a f f i l i a t e d banks of the holding company of money orders drawn on Travelers Express Company, Inc.) at 100 South Charles Street, Baltimore, Maryland (11/30/82) 3/ Chicago Merchants National Corporation, Indianapolis, Indiana, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to engage in leasing a c t i v i t i e s including leasing of capital goods and equipment to industry, banks and others or act as agent, broker, or advisor in leasing such personal property) at 9600 Colerian Avenue, Cincinnati, Ohio, the geographic area to be served w i l l be within a 50-mile radius of Cinc i n n a t i , through i t s indirectly-owned subsidiary, Circle Acceptance Leasing Corp. (12/3/82) 3/ Dallas F i r s t City Financial Corporation, Albuquerque, New Mexico, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (in o r i g i n a t i n g , s e l l i n g and servicing real estate loans of a l l types for i t s own account and f o r the accounts of others) at 2155 Louisiana NE, Albuquerque, New Mexico, 37 4(c)(8) n o t i f i c a t i o n processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1982 No. 49 - 15 ACTIONS OF THE BOARD - Continued with additional loan origination and underw r i t i n g offices to be located at 200 East Broadway, Hobbs, New Mexico; 101 West Greene, Carlsbad, New Mexico; 1141 Mechem Drive, Ruidoso, New Mexico; 1901 North Main, Roswell, New Mexico; and 2091 S. Main S t . , Lovington, New Mexico, serving the State of New Mexico and West Texas, through i t s subsidiary, First City Mortgage . Company (12/3/82) 3/ San Francisco 77 BankAmerica Corporation, San Francisco, California, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to engage in the additional a c t i v i t y of acting as an industrial loan company under the Tennessee Indust r i a l Loan and T h r i f t Companies Act; provided however, that no investment c e r t i f i c a t e s w i l l be offered to the public; FinanceAmerica Credit Corporation w i l l continue to engage in the a c t i v i t i e s of making or acquiring for i t s own account loans and other extensions of credit such as are made or acquired by a finance or indust r i a l loan company, servicing loans and other extensions of c r e d i t , and o f f e r i n g credit-related l i f e , c r e d i t - r e l a t e d accident and health and credit-related property insurance; there w i l l however, be no c r e d i t related property insurance offered in Georgia or Mississippi; such a c t i v i t i e s w i l l include, but not be limited t o , making consumer installment loans, purchasing installment sales finance contracts, making loans and other extensions of credit to small businesses, making loans secured by real and personal property and o f f e r i n g credit-related l i f e insurance, c r e d i t - r e l a t e d accident and health insurance, and credit-related property insurance in connection with extensions of credit made or acquired by FinanceAmerica Credit Corporation; c r e d i t - r e l a t e d l i f e and credit-related accident and health insurance may be reinsured by BA Insurance Company, I n c . , an a f f i l i a t e of FinanceAmerica Credit Corporation) at 755 Two Mile Parkway, Goodlettsv i l l e , Tennessee, serving the States of Tennessee and Kentucky as well as two existing offices located in Chattanooga, Tennessee, serving the States of Alabama and Georgia and Memphis, Tennessee, serving the States of Tennessee, Kentucky, and Mississippi through i t s indirect subsidiary, FinanceAmerica Credit Corporation (a Delaware corporation) (12/3/82) 3/ 4(c)(8) n o t i f i c a t i o n processed by Reserve Bank on behalf of the Board of Governors under delegated a u t h o r i t y . H.2, 1982 No. 49 - 16 ACTIONS OF THE BOARD - Continued San Francisco 37 Security Pacific Corporation, Los Angeles, Cal1f o r n i a , n o t i f i c a t i o n of intent t o engage in de novo a c t i v i t i e s (making or acquiring f o r Tts own account or for the account of others, asset based business loans and other commercial or i n d u s t r i a l loans and extensions of c r e d i t such as would be made by a f a c t o r i n g , rediscount or commercial finance company and engaging generally in the factoring business) these a c t i v i t i e s would be conducted from o f f i c e s i n Boston, Massachusetts and Philadelphia, Pennsylvania, serving the United States, through i t s sub s l d l a r y , Security Pad f i t Business Credit Inc. (12/4/82) 3/ 4(c)(8) n o t i f i c a t i o n processed by Reserve Bank on behalf of the Board of Governors under delegated a u t h o r i t y . ## e # H.2, 1982 No. 49 - 17 APPLICATIONS RECEIVED To Become a Member of the Federal Reserve System Pursuant t o Section 9 of the Federal Reserve Act Richmond The Allegheny Bank, Lewisburg, West V i r g i n i a . 2] * * * * * To Merge Pursuant to Section 18(c) of the Federal Deposit Insurance Act Richmond The Allegheny Bank, Lewisburg, West V i r g i n i a , t o merge with The Greenbrier Valley Bank, Lewisburg, West V i r g i n i a . 2/ To Establish a Domestic Branch Pursuant to Section 9 of the Federal Reserve Act Cleveland The Provident Bank, Cincinnati, Ohio. To establish a branch at Mongomery Road & Landen Drive, Deerf i e l d Township, Ohio. 2/ Cleveland Ohio Citizens Bank, Toledo, Ohio. To establish a branch at 100 West South Boundary Road, Perrysburg, Ohio. 2/ Richmond Union Trust Company of Maryland, Baltimore, Maryland. To establish a customer-bank communication terminal at 941 Ritchie Highway, Severna Park, Anne Arundel County, Maryland. 2/ Chicago Citizens Bank & Trust Company, Park Ridge, I l l i n o i s . To establish an ATM at Thomson's Finer Foods, 901 Touhy Avenue, Park Ridge, I l l i n o i s . 2/ Chicago Citizens Bank & Trust Company, Park Ridge, I l l i n o i s . To establish an ATM at Lutheran General Hospital, 1775 Dempster Street, Park Ridge, I l l i n o i s . 2/ 27 Application subject to Community Reinvestment Act. The Community A f f a i r s O f f i c e r of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1982 No. 49 - 18 - APPLICATIONS RECEIVED - Continued San Francisco F i r s t Interstate Bank C a l i f o r n i a . Branch the intersection of Lake Park Way, City County, C a l i f o r n i a . Richmond Union Trust Company of Maryland, Baltimore, Maryland. To establish a branch at 721-723 Hammonds Ferry Road, Linthicum, Maryland. 2/ * * * * of C a l i f o r n i a , Los Angeles, o f f i c e in the v i c i n i t y of Lake Murray Boulevard and of La Mesa, San Diego 2/ * Applications and Notifications for International Investments and Other Actions Pursuant to Sections 25 and 25(a) of the Federal Reserve Act and Sections 4(c)(9) and 4(c)(13) of the Bank Holding Company Act of 1956, as amended New York The Chase Manhattan Bank, N.A., New York, New York: requests consent to establish an Edge Act corporation in Newark, Delaware to be named Chase Manhattan Capital Markets International and f o r Edge to acquire the stock of Chase Manhattan Limited, London and Chase Manhattan Asia Limited, Hong Kong from Chase's investment Edge, Chase Manhattan Overseas Banking Corporation, Newark, Delaware. San Francisco F i r s t Interstate Bancorp, Los Angeles, C a l i f o r n i a : p r i o r n o t i f i c a t i o n of i t s intent to invest i n d i r e c t l y in perpetual, non-cumulative preferred shares of F i r s t Interstate International Finance Limited, a commercial finance company which Bancorp's Cayman Islands subsidiary bank, F i r s t Interstate Limited is in the process of organizing in Grand Cayman, Cayman Islands. * Tj * * * * Application subject to Community Reinvestment Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. I ## e # H.2, 1982 No. 49 - 19 - APPLICATIONS RECEIVED - Continued To Establish an Overseas Branch of a Member Bank Pursuant to Section 25 of the Federal Reserve Act Boston The F i r s t National Bank of Boston, Boston, Massachusetts: requests consent to establish a branch in San Juan, Puerto Rico. * * * * * To Form a Bank Holding Company Pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956 Cleveland Winchester Bancorp I n c . , Winchester, Kentucky, for approval to acquire 100 percent of the voting shares of The Winchester Bank, Winchester, Kentucky. 2/ Richmond Allegheny Bankshares Corporation, Lewisburg, West V i r g i n i a , for approval to acquire 100 percent of the voting shares of the successor by merger to Greenbrier Valley Bank, Lewisburg, West V i r g i n i a . 2/ Atlanta Banzano International, N.V., Curacao, Netherland A n t i l l e s , Banzano, B.V., Amsterdam, Netherlands and Miami National Bancorp, Coral Gables, Florida, for approval to acquire at least 84.5 percent of the voting shares of Miami National Bank, Miami, Florida. 2/ Atlanta Central State Bancorporation, Calera, Alabama, f o r approval to acquire at least 80 percent of the voting shares of Central State Bank, Calera, Alabama. 2/ Atlanta Cohutta Bancshares, I n c . , Chatsworth, Georgia, for approval to acquire 100 percent of the voting shares of Cohutta Banking Company, Chatsworth, Georgia. 2/ Atlanta F i r s t Gonzales Bancshares, I n c . , Gonzales, Louisiana, for approval to acquire at least 80 percent of the voting shares of F i r s t Gonzales Corporation, Gonzales, Louisiana, and i n d i r e c t l y 98.7 percent of the voting shares of F i r s t National Bank of Gonzales, Gonzales, Louisiana. 2/ 77 Application subject to Community Reinvestmet Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. ## ## H.2, 1982 No. 49 - 20 - APPLICATIONS RECEIVED - Continued Atlanta F i r s t Monco Bancshares, I n c . , Monroeville, Alabama, for approval to acquire at least 80 percent of the voting shares of The Monroe County Bank, Monroeville, Alabama. 2/ Atlanta F i r s t National Financial Corporation, Vicksburg, Mississippi, for approval to acquire at least 80 percent of the voting shares of F i r s t National Bank of Vicksburg, Vicksburg, Mississippi. 2/ Atlanta Henry County Bancshares, I n c . , Stockbridge, Georgia, for approval to acquire 100 percent of the voting shares of The F i r s t State-Bank, Stockbridge, Georgia. 2/ Atlanta T r i - C i t y Bancorp, I n c . , B l o u n t v i l i e , Tennessee, f o r approval to acquire 100 percent of the voting shares of T r i - C i t y Bank and Trust Company, Blountvi l i e , Tennessee. 2/ Chicago F i r s t Peoria Corp., Peoria, I l l i n o i s , f o r approval to acquire 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of the successor by merger to The F i r s t National Bank of Peoria, Peoria, I l l i n o i s , and 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of F i r s t National Bank of Metamora, Metamora, I l l i n o i s . 2/ St. Louis F i r s t Blevins Bancshares, I n c . , Hope, Arkansas, f o r approval to acquire at least 80 percent of the voting shares of Bank of Blevins, Blevins, Arkansas, j!/ St. Louis Security Capital Corporation, Batesville, Mississippi, f o r approval to acquire at least 80 percent of the voting shares of Batesville Security Bank, B a t e s v i l l e , Mississippi. 2J St. Louis South Central Bancshares, I n c . , R u s s e l l v i l l e , Kentucky, for approval to acquire at least 80 percent of the voting shares of The Citizens National Bank of R u s s e l l v i l l e , R u s s e l l v i l l e , Kentucky. 2/ Minneapolis Fergus Falls Bancshares, I n c . , Fergus F a l l s , Minnesota, for approval to acquire at least 94.1 percent of voting shares of Security State Bank of Fergus F a l l s , Fergus F a l l s , Minnesota. 7J Tj Application subject to Community Reinvestment Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. ## ## H.2, 1982 No. 49 - 21 APPLICATIONS RECEIVED - Continued Minneapolis Flathead Holding Company of Bigfork, Bigfork, Montana, for approval to acquire at least 84.2 percent of the voting shares of Flathead Bank of Bigfork, Bigfork, Montana. 2/ Kansas City C.J. Bancshares, I n c . , Carl Junction, Missouri, for approval to acquire at least 90.16 percent of the voting shares of Citizens Bank of Carl Junction, Carl Junction, Missouri. 2] Kansas City Interstate Financial Corporation, Edmond, Oklahoma, for approval to acquire 80.05 percent of the voting shares of F i r s t Interstate Bank and Trust Company, Edmond, Oklahoma. 2/ Dal las A & K Bancshares, I n c . , Roby, Texas, f o r approval to acquire 80 percent or more of the voting shares of Citizens State Bank, Roby, Texas, Roby, Texas. 2/ Dal las Lamar Bancshares, I n c . , Beaumont, Texas, f o r approval to acquire 80 percent or more of the voting shares of Lamar State Bank, Beaumont, Texas. 2/ Dallas Quadco Bancshares, I n c . , Ladonia, Texas, for approval to acquire at least 80 percent or more of the voting shares of Farmers and Merchants State Bank, Ladonia, Texas. 2/ Dallas Sobank, I n c . , Tyler, Texas, for approval to acquire 100 percent of the voting shares of Southside State Bank, Tyler, Texas. 2/ Dal las Woodvilie Bancshares, I n c . , Woodville, Texas, f o r approval to acquire at least 80 percent or more of the voting shares of Citizens State Bank, Woodvilie, Texas. 2/ San Francisco Tri-Valley Bancorp, Dublin, C a l i f o r n i a , f o r approval to acquire 100 percent of the voting shares of Tri-Valley National Bank, Dublin, C a l i f o r n i a , a proposed new bank. 2/ J7 Application subject to Community Reinvestment Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. ## H.2, 1982 No. 49 - 22 - APPLICATIQNS RECEIVED - Continued To Expand a Bank Holding Company Pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956 Cleveland Banc One Corporation, Columbus, Ohio, for approval to acquire 100 percent of the voting shares of Tower National Bank of Lima, Lima, Ohio. 2/ Cleveland Society Corporation, Cleveland, Otoio, for approval t o acquire at least 80 percent of the voting shares of The Wakemam Bank Company, Wakeman, Ohio. 2/ Chicago F i r s t Community Bancorp, I n c . , Rockford, I l l i n o i s , for approval to acquire 80 percent or more of the voting shares of The Guaranty National Bank of Rockford, Rockford, I l l i n o i s . 2/ Chicago Middle States Bancorporation, I n c . , East Moline, I l l i n o i s , for approval to acquire an additional 14.995 percent of the voting ska res of Colona Avemue State Bank, East Mol im»e, I l l i n o i s . 2/ Cnicago Northern Trust Corporation, Chicago, I l l i n o i s , for approval to acquire 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of Northern Trust Bank of Florida/Naples National Association, Naples, F l o r i d a , a proposed new bank, y Chicago Northern Trust Corporation, Chicago, I l l i n o i s , f o r approval to acquire 100 percent of the voting shares (less d i r e c t o r s ' q u a l i f y i n g shares) of Northern Trust Bank of Florida/Palm Beach National Association, Palm Beach, F l o r i d a , a proposed new bank. 2/ Chicago Quad C i t i e s F i r s t Company, Rock Island, I l l i n o i s , f o r approval to acquire at least 50 percent of the voting shares of Midwest National Bank of Moline, Moline, I l l i n o i s . 27 Chicago STEEL CITY BANCORPORATION, INC., Chicago, I l l i n o i s , for approval to acquire at least 80 percent of the voting shares of Tinley Park Bank, Tinley Park, I I l i n o i s . 2/ ^ ^ A p p l i c a t i o n subject to Community Reinvestment Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. ## ## H.2, 1982 No. 49 23 - APPLICATIONS RECEIVED - Continued To Expand a Bank Holding Company Pursuant to Section 3(a)(5) of the Bank Holding Company Act of 1956 Boston The Conifer Group Inc., Worcester, Massachusetts, for approval to merge with Essex Bancorp, Inc., Peabody, Massachusetts and i n d i r e c t l y acquire Essexbank, Peabody, Massachusetts. 2/ * * * * * To Expand a Bank Holding Company Pursuant to Section 4(c)(8) of the Bank Holding Company Act of 1956 Boston Fleet Financial Group, I n c . , Providence, Rhode Island, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (in consumer finance and insurance agency a c t i v i t i e s involving the sale of credit l i f e and credit accident and health insurance d i r e c t l y related to an extension of c r e d i t ) at 6825 East Tennessee Avenue, Denver, Colorado, serving the State of Colorado, through i t s indirect subsidiary, Mortgage Associates, Inc. (11/29/82) Boston Fleet Financial Group, I n c . , Providence, Rhode Island, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (in consumer finance a c t i v i t i e s ) at 5350 South Western Avenue, Oklahoma C i t y , Oklahoma, serving the State of Oklahoma, through i t s indirect subsidiary, Mortgage Associates, Inc. (11/29/82) Boston Fleet Financial Group, I n c . , Providence, Rhode Island, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (in consumer finance and insurance agency a c t i v i t i e s involving the sale of credit l i f e and credit accident and health insurance d i r e c t l y related to an extension of c r e d i t ) at 3127 West Spencer Street, Appleton, Wisconsin, serving northeastern and central Wisconsin, through i t s indirect subsidiary, Mortgage Associates, Inc. (11/29/82) J7 Application subject to Community Reinvestment Act. The Community A f f a i r s Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1982 No. 49 - 24 - APPLICATIONS RECEIVED - Continued New York Bankers Trust New York Corporation, New York, New York, for approval to engage through i t s wholly-owned subsidiary, BT Capital Markets Corp. in the executing and clearing on certain commodity exchanges of futures contracts in b u l l i o n , U.S. Government s e c u r i t i e s , foreign exchange, and negotiable money market i n s t r u ments at de novo branch o f f i c e s in Dallas, Texas, Los Angeles, California and Atlanta, Georgia. New York Barclays Bank PLC and Barclays Bank International Limited, both of London, England, requests permission to establish a de novo o f f i c e engaging in the following a c t i v i t i e s ( ( i ) making direct consumer loans including loans secured by real estate, and purchasing sales finance contracts representing extensions of c r e d i t such as would be made or acquired by a consumer finance company, and wholesale financing [ f l o o r planning] and ( i i ) acting as agent for the sale of related credit l i f e , c r e d i t accident and health and credit property insurance; credit l i f e and credit accident and health insurance sold as agent may be underwritten or reinsured by BarclaysAmericanCorporation's insurance underwriting subs i d i a r i e s ) at 3300 West Esplanade, Suite 101, Metairie, Louisiana, serving customers in Metairie and surrounding areas in Louisiana, through t h e i r subsidiary, BarclaysAmerican/Financial, Inc. (11/30/82) New York C i t i c o r p , New York, New York, requests permission to expand the a c t i v i t i e s and service area of an existing o f f i c e to include the following a c t i v i t i e s (the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the making of loans to individuals and businesses to finance the purchase of mobile homes, modular units or related manufactured housing together with the real property to which such housing is or w i l l be permanently a f f i x e d , such property being used as security f o r the loans; and the servicing, for any person, of loans and other extensions of c r e d i t ; in addition, the o f f i c e proposes to broaden i t s previously approved a c t i v i t i e s of the extension of loans to mobile home dealers for the financing of inventory [ f l o o r planning] and working capital I ## H.2, 1982 No. 49 - 25 - APPLICATIONS RECEIVED - Continued purposes and the purchasing and servicing for i t s own account of sales finance contracts rel a t i n g to the mobile homes, to engage in such a c t i v i t i e s with regard to a l l types of dealers and a l l types of consumer installment paper; the proposed service area, for a l l previously approved and proposed a c t i v i t i e s , shall be comprised of the e n t i r e States of Minnesota, Wisconsin and Wyoming; c r e d i t - r e l a t e d l i f e , accident, and health insurance may be written by Family Guardian L i f e Insurance Company, an a f f i l i a t e of Citicorp Acceptance Company, Inc.) at 1700 W. Highway 36, Rosedale Towers, Suite 630, Roseville, Minnesota, through i t s subsidiary, Citicorp Acceptance Company, Inc. (11/30/82) New York C i t i c o r p , New York, New York, requests permission to expand the service area of an existing o f f i c e engaging in the following a c t i v i t i e s (the service area shall be expanded to include the States of Indiana and Michigan, in addition to the previously approved service area of I l l i n o i s , Iowa, Minnesota and Wisconsin, for the following previously approved a c t i v i t i e s : the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, f o r consumer and other purposes; the extension of loans to dealers for the financing of inventory [ f l o o r planning] and working capital purposes; the purchasing and servicing for i t s own account of sales finance contracts; the sale of c r e d i t related l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; and the servicing, f o r any person, of loans and other extensions of c r e d i t ; c r e d i t related l i f e , accident and health insurance may be w r i t t e n by Family Guardian L i f e Insurance company, an a f f i l i a t e of Citicorp Acceptance Company, Inc.) at 999 Plaza Drive, Woodfield Plaza, Suite 520, Schaumberg, I l l i n o i s , through i t s subsidiary, Citicorp Acceptance Company, Inc. (11/30/82) New York C i t i c o r p , New York, New York, requests permission to establish a de novo o f f i c e of i t s subsidiary, Citicorp Homeowners, Inc. ("CHI"), and to establ i s h a de novo subsidiary, Citicorp Person-toPerson Financial Center, I n c . , ("CPFC"), at the same l o c a t i o n ; the a c t i v i t i e s in which the CHI ## H.2, 1982 No. 49 ## - 2 6 - APPLICATIONS RECEIVED - Continued o f f i c e proposes to engage are (making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, for consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the sale of consumer oriented financial management courses; the servicing, f o r any person of loans and other extensions of c r e d i t ; the making, acquiring, and servicing, f o r i t s own account and for the account of others, of extensions of credit to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area for the de novo o f f i c e of CHI shall be comprised of the entire State of Minnesota for a l l the aforementioned proposed a c t i v i t i e s ; the de novo subsidiary proposes to engage in operating as an i n d u s t r i a l loan company in the manner authorized by Minnesota law, including the following a c t i v i t i e s : the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, for consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the issuing of t h r i f t c e r t i f i c a t e s and t h r i f t passbook c e r t i f i c a t e s ; the sale of consumer oriented financial management courses: the servicing, f o r any person, of loans and other extensions of c r e d i t ; the making, acquiring, and servicing, f o r i t s own account and for the account of others, of extensions of c r e d i t to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area for the de novo subsidiary shall be comprised of the entire State of Minnesota f o r a l l the aforementioned proposed a c t i v i t i e s ; c r e d i t - r e l a t e d l i f e , accident, and health insurance may be w r i t t e n by Family Guardian Life Insurance Company, an a f f i l i a t e of CPFC and CHI) at Westbrook Mai 1 Shopping Center, 5605 Xerxes Avenues North, Brooklyn Center, Minnesota, through i t s subsidiary, CPFC and CHI (11/30/82) H.2, 1982 No. 49 - 27 - APPLICATIONS RECEIVED - Continued New York C i t i c o r p , New York, New York, requests permission to establish three de novo o f f i c e s of i t s subs i d i a r y , Citicorp Homeowners, Inc. ("CHI"), and to expand the a c t i v i t i e s of three existing o f f i c e s of i t s subsidiary, Citicorp Person-toPerson Financial Center, I n c . , ("CPFC"), at the same locations; the de novo o f f i c e s of CHI propose to engage in the following a c t i v i t i e s (the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, f o r consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the sale of consumer oriented financial management courses; the servicing, f o r any person, of loans and other extensions of c r e d i t ; the making, acquiring, and servicing, f o r i t s own account and for the account of others, of extensions of credit to Individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area for each of the de novo o f f i c e s of CHI shall be comprised of the e n t i r e State of California for a l l the aforementioned proposed a c t i v i t i e s ; the new a c t i v i t i e s in which the o f f i c e s of CPFC propose to engage de novo are: the making, acquiring, and servicing, f o r i t s own account and f o r the account of others, of extensions of credit to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans, the proposed service area f o r each o f f i c e of CPFC for the aforementioned proposed a c t i v i t i e s shall be comprised of the e n t i r e State of C a l i f o r n i a ; c r e d i t - r e l a t e d l i f e , accident, and health insurance may be underwritten by Family Guardian L i f e Insurance Company, an a f f i l i a t e of CPFC and CHI) at 362 West Mission Avenue, Escondido; 434 Fletcher Parkway, El Cajon; and 1400 Camino De La Reina, San Diego, a l l in C a l i f o r n i a , through i t s subsidiaries, CHI and CPFC (11/30/82) H.2, 1982 No. 49 - 28 - APPLICATIONS RECEIVED - Continued New York C i t i c o r p , New York, New York, requests permission to establish a de novo o f f i c e of i t s subsidiary, Citicorp Homeowners, Inc. ("CHI"), and to expand the a c t i v i t i e s of an existing o f f i c e of i t s subsidiary, Citicorp Person-to-Person Financial Center, Inc. ("CPFC") at the same location; the a c t i v i t i e s in which the de novo o f f i c e of CHI proposes to engage are (the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured f o r consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the sale of consumer oriented financial management courses; the servicing, for any person, of loans and other extensions of c r e d i t ; the making, acquiring, and servicing, f o r i t s own account and f o r the account of others, of extensions of c r e d i t to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area f o r the de novo o f f i c e of CHI shall be comprised of~~the e n t i r e State of Nebraska f o r a l l the aforementioned proposed a c t i v i t i e s ; the new a c t i v i t i e s in which the o f f i c e of CPFC proposes to engage de novo are: the servicing, f o r any person, of Toans and other extensions of c r e d i t ; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area for the o f f i c e of CPFC shall be comprised of the e n t i r e State of Nebraska f o r a l l the aforementioned proposed a c t i v i t i e s ; c r e d i t - r e l a t e d l i f e , accident, and health insurance may be w r i t t e n by Family Guardian L i f e Insurance Company, an a f f i l i a t e of CPFC and CHI) at 2945 South 132nd Avenue, Omaha, Nebraska, through i t s subsidiaries, CPFC and CHI (12/3/82) New York C i t i c o r p , New York, New York, requests permission to establish six de novo o f f i c e s of i t s subs i d i a r y , CiticorpHHomeowners, Inc. ("CHI"), and to expand the a c t i v i t i e s of one e x i s t i n g o f f i c e and the a c t i v i t i e s and service areas of f i v e existing o f f i c e s of i t s subsidiary, Citicorp Person-toPerson Financial Center of Utah ("CPFC") at the H.2, 1982 No. 49 - 29 - APPLICATIONS RECEIVED - Continued same locations; the a c t i v i t i e s in which the de novo o f f i c e s of CHI propose to engage are "[the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, f o r consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the sale of consumer oriented fi n a n ci a l management courses; the servicing, f o r any person, of loans and other extensions of c r e d i t ; the making, acquiring, and servicing, f o r i t s own account and f o r the account of others, of extensions of credit to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area for each of the de novo o f f i c e s of CHI shall be comprised of the e n t i r e State of Utah f o r a l l the aforementioned proposed a c t i v i t i e s ; the new a c t i v i t i e s in which the o f f i c e s of CPFC propose to engage de novo are: the making, acquiring, and servicing, f o r i t s own account and f o r the account of others, of extensions of credit to individuals secured by liens on residential or non-residential real estate; and the sale of mortgage l i f e and mortgage d i s a b i l i t y insurance d i r e c t l y related to extensions of mortgage loans; the proposed service area of the Orem Office of CPFC shall be the e n t i r e State of Utah for the aforementioned proposed a c t i v i t i e s ; the proposed expanded service areas of the other f i v e o f f i c e s shall be the e n t i r e State of Utah f o r t h e i r proposed a c t i v i t i e s and for the following previously approved a c t i v i t i e s : the making or acquiring of loans and other extensions of c r e d i t , secured or unsecured, f o r consumer and other purposes; the sale of c r e d i t - r e l a t e d l i f e and accident and health or decreasing or level [ i n the case of single payment loans] term l i f e insurance by licensed agents or brokers, as required; the issuing of t h r i f t c e r t i f i c a t e s and t h r i f t passbook c e r t i f i c a t e s ; the sale of consumer oriented f ina n ci a l management courses; and the servicing, f o r any person, of loans and other extensions of c r e d i t ; c r e d i t - r e l a t e d l i f e insurance, accident, and health insurance may be underwritten by Family Guardian Life Insurance H. 2, 1982 No. 49 - 30 - APPLICATIONS RECEIVED - Continued Company, an a f f i l i a t e of CPFC and CHI) at Brickyard Plaza, 1178 Brickyard Road, Salt Lake C i t y ; University Mall, Suite C-52, Orem; Valley Fair Mall, 3601 South 2700 West, West Valley C i t y ; 10 West F i r s t South, Salt Lake C i t y ; 2350 Washington Boulevard, Ogden; and Fashion Square, 195 E. 6100 South, Murray, a l l located in Utah, through i t s subsidiaries, CHI and CPFC (12/3/82) New York Manufacturers Hanover Corportion, New York, New York, requests permission to establish a de novo o f f i c e engaging in the following a c t i v i t i e s (making, acquiring, and servicing marine loans and other extensions of credit such as could be made, acquired, or serviced by a finance company under State and Federal law) at Route #1 and Old Lincoln Highway, Trevose, Pennsylvania, serving the entire United States and Puerto Rico, through i t s subsidiary, Finance One Marine, Inc. (12/1/82) Philadelphia F i r s t Eastern Corp., Wilkes-Barre, Pennsylvania, n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s (in the a c t i v i t i e s of underwriting, as reinsurer, credit l i f e , health and accident insurance related to extensions of c r e d i t by Applicant's subsidiary bank, F i r s t Eastern Bank, N.A.) these a c t i v i t i e s would be performed from o f f i c e s of Applicant's subsidiary in Phoenix, Arizona, and the geographic area to be served is Northeastern Pennsylvania, through i t s subsidiary, F i r s t Eastern Life Insurance Company, Phoenix, Arizona (12/2/82) Richmond F i r s t & Merchants Corporation, Richmond, V i r g i n i a , n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s ( i n acting as insurance agent or broker with respect to the following types of insurance: the sale of c r e d i t l i f e , c r e d i t d i s a b i l i t y , mortgage redemption and mortgage cancellation insurance in connection with extensions of credit by F i r s t & Merchants National Bank (Bank), an wholly-owned subsidiary of the holding company, and any of Bank's subsidiaries; and the sale of vendors single interest physical damage insurance for motor vehicles, cobile homes, motor homes, boats, t r a i l e r s and other kinds of personal property, or attachments designed for use in connection therewith, securing loans H.2, 1982 No. 49 - 31 - APPLICATIONS RECEIVED - Continued and other extensions of credit by Bank) the a c t i v i t i e s covered by t h i s proposal would be conducted through the o f f i c e s of Bank and i t s subs i d i a r i e s serving the c i t i e s of Roanoke, Salem, Staunton, Portsmouth, Chesapeake, Virginia Beach, Danville, Colonial Heights, Hopewell, Petersburg, Bedford, Alexandria, Fairfax, Falls Church, Hampton, Poquoson, and Williamsburg, V i r g i n i a ; and the counties of Roanoke, Augusta, Dinwiddie, Prince George, Chesterfield, P i t t s y l v a n i a , Bedford, Campbell, Amherst, Loudoun, Prince William, York, James C i t y , Henrico, and Hanover, V i r g i n i a , through i t s wholly-owned subsidiary, Security Atlantic Insurance Agency, Inc. (11/24/82) Atlanta Bank South Corporation, Atlanta, Georgia, for approval to acquire 100 percent of the voting shares of Bank South Mortgage Company, Atlanta, Georgia. Atlanta Community Bank of South Florida, I n c . , Homestead, Florida, f o r approval to acquire voting shares of CBH Insurance Corporation, Homestead, Florida and Financial Processors I n c . , Miami, Florida. Chicago The Marine Corporation, Milwaukee, Wisconsin, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to operate a t r u s t service o f f i c e and to develop and administer new f i d u c i a r y relationship [ t r u s t accounts] of a l l types) at The F i r s t State Bank of New London, 113 N. Water Street, New London, Wisconsin, serving Waupaca County and western Outagamie County, Wisconsin, through i t s subsidiary, The Marine Trust Company, N.A. (11/27/82) Chicago SB I Corporation, Southgate, Michigan, f o r approval to acquire Security Realcorp, I n c . , Southgate, Michigan; United Bankers Life Insurance Company, Phoenix, Arizona; and Secure Data Corp., Troy, Michigan. St. Louis South Central Bancshares, I n c . , R u s s e l l v i l l e , Kentucky, for approval to engage in certain insurance agency a c t i v i t i e s , i n d i r e c t l y , through the acquisition of Wilbur and Salb Insurance Company, R u s s e l l v i l l e , Kentucky. Minneapolis Security State Bank Shares, Poison, Montana, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (to engage in the sale of general Insurance in a town with a population not exceeding 5,000) at 1 H.2, 1982 No. 49 - 32 - APPLICATIONS RECEIVED - Continued 301 Main Street, Poison, Montana, serving the City of Poison, Montana and the surrounding rural area, through a subsidiary, Poison Insurance Agency, Inc. (11/19/82) Dallas Texas Commerce Bancshares, I n c . , Houston, Texas, n o t i f i c a t i o n of intent t o engage in de novo a c t i v i t i e s (performing a c t i v i t i e s that may be l a w f u l l y carried on by a t r u s t company, in the manner authorized by Federal and New York law, including serving as t r u s t e e , providing stock transfer and r e g i s t r a r a c t i v i t i e s and providing agency and custodial services) at Suite 2700, 80 Broad Street, New York, New York, through a subsidiary known as Texas Commerce Trust Company of New York (11/26/82) San Francisco BankAmerica Corporation, San Francisco, C a l i f o r n i a , n o t i f i c a t i o n of intent to continue to engage i n de novo a c t i v i t i e s (making or acquiring for i t s own account loans and other extensions of c r e d i t such as would be made or acquired by a finance company; servicing loans and other extensions of c r e d i t ; and o f f e r i n g c r e d i t - r e l a t e d l i f e insurance and c r e d i t - r e l a t e d accident and health insurance; c r e d i t - r e l a t e d property i n surance w i l l not be offered by FinanceAmerica Corporation; such a c t i v i t i e s w i l l include, but not be l i m i t e d t o , making consumer installment loans, purchasing installment sales finance cont r a c t s , making loans and other extensions of c r e d i t t o businesses, making loans and other extensions of c r e d i t secured by real and personal property, servicing loans and other extensions of c r e d i t , and o f f e r i n g c r e d i t - r e l a t e d l i f e and c r e d i t - r e l a t e d accident and health insurance d i r e c t l y related to extensions of c r e d i t made or acquired by FinanceAmerica Corporation; c r e d i t related l i f e and c r e d i t - r e l a t e d accident and health insurance may be reinsured by BA Insurance Company, I n c . , an a f f i l i a t e of FinanceAmerica Corporation) 1n Portland Oregon, serving the e n t i r e State of Idaho, through i t s i n d i r e c t subsidiary, FinanceAmerica Corporation (an Oregon corporation) (12/4/82) San Francisco BankAmerica Corporation, San Francisco, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s ( t o engage in the a c t i v i t y of s e l l i n g I H.2, 1982 No. 49 -33- APPLICATIONS RECEIVED - Continued travelers checks) at One Powell Street, San Francisco, C a l i f o r n i a , serving the f i f t y states, the D i s t r i c t of Columbia, the Commonwealth of Puerto Rico, the t e r r i t o r i e s and dependencies of the United States, and Canada, through i t s d i r e c t subsidiary, BA Cheque Corporation (a Delaware corporation) (12/4/82) San Francisco Pacific National Bancshares, Eureka, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (leasing personal property and acting as agent, broker or adviser in leasing such property) at 160 North Butte, Willows, C a l i f o r n i a , serving Northern C a l i f o r n i a , through i t s subsidiary, Pacific National Bancshares Leasing (11/17/82) San Francisco Rainier Bancorporation, Seattle, Washington, requests permission to establish de novo o f f i c e s engaging in the following a c t i v i t i e s (general mortgage banking including, but not l i m i t e d t o , making or acquiring, f o r i t s own account or f o r the account of others, loans and other extensions of c r e d i t secured by liens on residential and non-residential real estate; servicing loans and other extensions of c r e d i t f o r any person; s e l l i n g mortgage loans in the secondary market and o f f e r i n g mortgage term l i f e insurance, accident, health and d i s a b i l i t y insurance d i r e c t l y related to such lending and servicing a c t i v i t i e s and c r e d i t - r e l a t e d property and casualty insurance) i n Cupertino, Santa Maria and San Diego, C a l i f o r n i a , serving the State of C a l i f o r n i a , Tuscon, Arizona, serving the State of Arizona, except that property and casualty insurance a c t i v i t i e s w i l l be l i m i t e d to C a l i f o r n i a , through i t s subsidiary, Rainier Mortgage Company (11/27/82) San Francisco Security Pacific Corporation, Los Angeles, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s ( i n acting as agent negotiating the purchase and sale of residential mortgages on behalf of Security Pacific Mortgage Corporation) at 2460 West 26th Avenue, Denver, Colorado; 1975 Century Boulevard, Suite 17, Atlanta, Georgia; and 16400 South Center Parkway, Suite 300, Seattle, Washington, through i t s subsidiary, Security Pacific Mortgage Services, Inc. (11/27/82) #» ## H.2, 1982 No. 49 - 34 - APPLICATIONS RECEIVED - Continued San Francisco U. S. Bancorp, Portland, Oregon, n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s (making, acquiring and servicing of loans and other extensions of c r e d i t , either secured or unsecured, f o r i t s own account or f o r the account of others, including, but not limited t o , loans and other extensions of credit secured by mortgages or deeds of t r u s t on real property; and to act as insurance agent with regard to credit l i f e and d i s a b i l i t y insurance solely in connection with extensions of c r e d i t by Bancorp Mortgage) at 1411 "C" Street Vancouver, Washington, serving the c i t y of Vancouver and the surrounding rural area, through i t s subsidiary, U. S. Bancorp Mortgage Company (12/3/82) San Francisco U. S. Bancorp, Portland, Oregon, n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (making, acquiring and servicing of loans and other extensions of c r e d i t , either secured or unsecured, for i t s own account or for the account of others including, but not limited t o , loans and other extensions of credit secured by mortgages or deeds of t r u s t on real property; and to act as insurance agent with regard to c r e d i t l i f e and d i s a b i l i t y insurance solely in connection with extensions of credit by Bancorp Mortgage) at West 127 Boone Avenue, Spokane, Washington, serving the c i t y of Spokane and the surrounding rural area, through i t s subsidiary , U. S. Bancorp Mortgage Company (12/4/82) San Francisco U. S. Bancorp, Portland, Oregon, n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s (making, acquiring and servicing of loans and other extensions of c r e d i t , either secured or unsecured, f o r i t s own account or for the account of others including, but not limited t o , loans and other extensions of c r e d i t secured by mortgages or deeds of t r u s t on real property; and to act as insurance agent with regard to credit l i f e and d i s a b i l i t y insurance solely in connection with extensions of credit by Bancorp Mortgage) at 400 108th Avenue, Bellevue, Washington, serving the c i t y of Bellevue and the surrounding rural areas through i t s subsidiary, U. S. Bancorp Mortgage Company (12/4/82) ## ## H.2, 1982 No. 49 - 35 - APPLICATIONS RECEIVED- Continued San Francisco Wells Fargo & Company, San Francisco, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage i n de novo a c t i v i t i e s , (making or ; acquiring f o r i t s own account or for the account of others loans and other extensions of c r e d i t ; servicing loans f o r the account of others; making f u l l pay-out leases of personal or real property or acting as an agent, broker or advisor in leasing such property in accordance with the Board's Regulation Y) in San Francisco, C a l i f o r n i a , serving commercial borrowers throughout the United States and abroad, through i t s subsidiary, Wells Fargo Capital Corporation (12/1/82) San Francisco Wells Fargo 8 Company, San Francisco, C a l i f o r n i a , n o t i f i c a t i o n of intent to engage in de novo a c t i v i t i e s (underwriting, as reinsurer, c r e d i t l i f e and c r e d i t d i s a b i l i t y insurance which is d i r e c t l y related to extensions of credit by the c r e d i t extending a f f i l i a t e s of Wells Fargo & Company to include the underwriting, as reinsurer, of such c r e d i t insurance d i r e c t l y related to such c r e d i t extensions in Maryland) at 1421 East Thomas Road, Phoenix, Arizona, through i t s subs i d i a r y , Central Western Insurance Company (12/2/82) * * * * * REPORTS RECEIVED Proxy Statement (Special Meeting) Filed Pursuant to Section 14(a) of the Securities Exchange Act Princeton Bank & Trust Company Princeton, West Virginia * * * * * Tender Offer Statement Filed Pursuant to Section 13(d) of the Securities Exchange Act The Bank of Vienna Vienna, Virginia Amendement #1 H.2, 1982 No. 49 -36- APPLICATIONS RECEIVED - Continued PETITIONS FOR RULEMAKING None