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ANNOUNCEMENT BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM H.2, 1 9 9 3 , No. 49 Actions of the Board, its Staff, and the Federal Reserve Banks; Applications and Reports Received During the Week Ending December 4, 1993 ACTIONS TAKEN BY THE BOARD OF GOVERNORS BANK HOLDING COMPANIES Colonial BanGroup, Inc., Montgomery, Alabama -- to acquire Colonial Bank of Tennessee, Ardmore, Tennessee, First AmFed Corporation, Huntsville, Alabama, and First American Federal Savings and Loan Association. Approved, November 29, 1993. Deutsche Bank AG, Frankfurt, Germany -- request for temporary exemption to engage indirectly in certain activities through Sharps Pixley Incorporated, New York, New York, and Sharps Pixley Brokers Inc. Granted, November 29, 1993. First Commerce Corporation, New Orleans, Louisiana -to acquire First Acadiana National Bancshares, Inc., Opelousas, Louisiana, and First Acadiana National Bank. Approved, November 29, 1993. First National Bank Shares, Ltd., Great Bend, Kansas -- to acquire The Home State Building, Inc., Lewis, Kansas, and the Home State Bank, Kinsley, Kansas, and engage in general insurance agency activities through Lewis Insurance Service, Inc., Lewis, Kansas. Approved, December 1, 1993. Montgomery County Bancshares, Inc., Little Rock, Arkansas -- to acquire the Camden, Arkansas, branch of First Financial Bank, F.S.B., El Dorado, Arkansas. Approved, December 1, 1993. BOARD OPERATIONS Delegation of authority to the Director, Division of Consumer and Community Affairs to make preemption determinations regarding the Truth in Savings Act (Docket R-0819). Approved, December 1, 1993. ENFORCEMENT Constitution Bancorp, Inc., Philadelphia, Pennsylvania, and the Constitution Bank -- written agreement dated November 18, 1993, with the Federal Reserve Bank of Philadelphia. Announced, November 29, 1993. H .2 NOVEMBER 28, 1993 PAGE 2 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE BOARD OF GOVERNORS ENFORCEMENT Liberty Agency, Inc., Kirk, Colorado -- execution of a written agreement dated November 18, 1993, with the Federal Reserve Bank of Kansas City. Announced, November 29, 1993. Ramapo Financial Corporation, Wayne, New Jersey -written agreement dated November 26, 1993, with the Federal Reserve Bank of New York. Announced, November 30, 1993. REGULATIONS AND POLICIES Regulation DD -- determination not to preempt specific provisions of Wisconsin's Truth in Savings law (Docket R-0818). Proposed, December 1, 1993. ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community Affairs; FOMC - Federal Open Market Committee; FRBO - Federal Reserve Bank Operations; IF - International Finance; OSDM - Office of Staff Director for Management BANK BRANCHES. DOMESTIC San Francisco Bank of America Nevada, Las Vegas, Nevada -- to establish an automatic teller machine facility at the Belz Factory Outlet World, 7*400 Las Vegas Boulevard South. Approved, December 2, 1993. New York Chemical Bank, New York, New York -- to establish a branch at Brinks Incorporated, 652 Kent Avenue, Brooklyn, New York. Approved, November 30, 1993. Richmond First Commercial Bank, Wise, Virginia -- to establish a branch at 1026 Park Avenue, Norton, Virginia. Approved, December 3, 1993. H.2 NOVEMBER 28, 1993 PAGE 3 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK BRANCHES. DOMESTIC Kansas City Gretna State Bank, Gretna, Nebraska -- to establish an automatic teller machine at the Nebraska Crossings Factory Outlet Mall. Approved, December 1, 1993. Cleveland Integra Bank / Pittsburgh, Pittsburgh, Pennsylvania - to establish a branch at Shop N* Save, Pullman Plaza, 100 Pullman Square, 6th Avenue, Butler, Pennsylvania. Approved, November 30, 1993. Richmond Rockingham Heritage Bank, Harrisonburg, Virginia -to establish a branch at 677 Chicago Avenue. Approved, November 29, 1993. Richmond Signet Bank / Virginia, Richmond, Virginia -- to establish an electronic funds transfer facility at the Public Safety Building at Old Dominion. University, Hampton Boulevard and 49th Street, Norfolk, Virginia. Approved, December 2, 1993. BANK HOLDING COMPANIES Atlanta Alan J. Lewis Financial Services Trust, Baton Rouge, Louisiana - - t o engage de novo in lending activities through Anglo-American Bancshares Corporation. Permitted, December 2, 1993. Secretary Barnett Banks, Inc., Jacksonville, Florida -- to acquire Main America Capital, L.C., Atlanta, Georgia, and engage de novo in commercial real estate mortgage lending activities. Approved, December 2, 1993. Richmond BB&T Financial Corporation, Wilson, North Carolina to acquire Home Savings Bank of Albemarle, SSB, Albemarle, North Carolina. Approved, December 1, 1993. H .2 NOVEMBER 28, 1993 PAGE 4 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Kansas City Carbon County Holding Company, Englewood, Colorado to engage in certain nonbanking activities through acquisition or retention of Hanifen, Imhoff Management Co., Inc., Denver, Colorado. Returned, December 2, 1993. Cleveland Central Bancshares, Inc., Lexington, Kentucky - - t o acquire Central Bank 8 Trust Company. Approved, November 28, 1993. Atlanta Compass Bancshares Inc. (formerly Central Bancshares of the South, Inc.), Birmingham, Alabama -- to acquire First Performance Interim, F.S.B., Jacksonville, Florida. Approved, December 2, 1993. San Francisco Cowlitz Bancorporation, Longview, Washington -- to engage in securities brokerage activities through BMN, Inc., Vancouver, Washington. Returned, December 1, 1993. Chicago Griswold Bancshares, Inc., Griswold, Iowa -- to acquire Griswold State Bancshares, Inc., and Griswold State Bank. Approved, December 2, 1993. Minneapolis Island Financial Corporation, Bird Island, Minnesota - - t o acquire State Bank of Bird Island. Approved, November 30, 1993. Secretary Keystone Financial, Inc., Harrisburg, Pennsylvania to acquire WM Bancorp, Cumberland, Maryland, and American Trust Bank. Approved, November 29, 1993. H .2 NOVEMBER 28, 1993 PAGE 5 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Secretary Keystone Financial, Inc., Harrisburg, Pennsylvania -to acquire Elmwood Bancorp, Inc., Media, Pennsylvania, and Elmwood Federal Savings Bank, Approved, December 2, 1993. St. Louis Lee County Bancshares, Inc., Marianna, Arkansas -- to acquire The First National Bank of Marianna. Approved, December 3, 1993. Secretary MAC Partners, Atlanta, Georgia -- to acquire Main America Capital, L.C., Atlanta, Georgia. Approved, December 2, 1993. Kansas City Myers Bancshares, Inc., Alva, Oklahoma -- to acquire Central National Bank. Approved, November 29, 1993. Chicago Pairieland Bancorp, Inc., Bushnell, Illinois -- to acquire Alfred E. Hempen Accounting, Hamilton, Illinois. Permitted, December 1, 1993. Kansas City Pinnacle Bancorp, Inc., Central City, Nebraska -- to acquire Citizens Bank Services, Abilene, Kansas, and Citizens Bank and Trust Company. Approved, November 30, 1993. Richmond Resource Bancshares Corporation, Columbia, South Carolina -- proposal that 1st Performance Interim FSB, Jacksonville, Florida, acquire the assets and assume the liabilities of 1st Performance National Bank. Approved, December 2, 1993. Kansas City Security Corporation, Duncan, Oklahoma - - t o acquire Firstbank Holding Company, Marietta, Oklahoma. Approved, November 29, 1993. Atlanta Southland Bank Corporation, Butler, Georgia - - t o acquire United Bank of Crawford, Roberta, Georgia. Approved, December 1, 1993. H .2 NOVEMBER 28, 1993 PAGE 6 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Dallas Sterling Bancorporation, Inc., Wilmington, Delaware - to acquire Enterprise Bank-Houston, Houston, Texas. Approved, December 1, 1993. Dallas Sterling Bancorporation, Inc., Wilmington, Delaware - to acquire Guardian Bank of Houston, Houston, Texas. Approved, December 1, 1993. Dallas Sterling Bancshares, Inc., Houston, Texas -- to acquire Guardian Bank of Houston. Approved, December 1, 1993. Dallas Sterling Bancshares, Inc., Houston, Texas -- to acquire Enterprise Bank-Houston. Approved, December 1, 1993. Kansas City Stockton Bancshares, Inc., Stockton, Kansas - - t o acquire Western Bancshares, Inc., and Berkley Agency, Inc. Approved, November 29, 1993. St. Louis Sun Financial Corporation, Earth City, Missouri -- to acquire First National Bank of Annapolis, Annapolis, Missouri. Approved, December 2, 1993. BANK MERGERS Atlanta Compass Bank, (formerly Central Bank of the South) Birmingham, Alabama -- to merge with Compass Bank of Calhoun County, N.A. (formerly Central Bank, N.A.), Anniston, Alabama. Approved, November 29, 1993. Secretary First Interstate Bank of California, Los Angeles, California -- to acquire certain assets and assume certain liabilities of HomeFed Bank, F.A., San Diego, California, and to establish branches. Approved, December 2, 1993. H .2 NOVEMBER 28, 1993 PAGE 7 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK MERGERS Atlanta First United Bank, Boca Raton, Florida -- to merge with New River Bank, Oakland Park, Florida. Approved, November 30, 1993. San Francisco Nevada Community Bank, Las Vegas, Nevada -- to merge with Continental National Bank, and to establish branches. Approved, December 1, 1993. BANK PREMISES Kansas City Citizens Bank & Trust Company, Okmulgee, Oklahoma investment in bank premises. Approved, November 30, 1993. St. Louis First State Bank of Dongola, Dongola, Illinois -investment in bank premises. Approved, December 2, 1993. Kansas City First United Bank, Parker, Colorado -- investment in bank premises. Approved, December 2, 1993. Richmond Forest Hill State Bank, Bel Air, Maryland -investment in bank premises. Approved, December 3, 1993. Kansas City Jackson State Bank, Jackson Hole, Wyoming -investment in bank premises. Approved, December 2, 1993. Chicago Union Bank & Trust Company, Evansville, Wisconsin investment in bank premises. Approved, December 1, 1993. CAPITAL STOCK Chicago Greenwood’s Bancorporation, Inc., Lake Mills, Wisconsin -- redemption of shares. Returned, November 30, 1993. Chicago Newburg Corporation, St. Ansgar, Iowa -- redemption of shares. Returned, November 29, 1993. H.2 NOVEMBER 28, 1993 PAGE 8 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY CHANGE IN BANK CONTROL Kansas City Coronado, Inc., Sterling, Kansas -- change in bank control. Permitted, November 30, 1993. Chicago Newburg Corporation, St. Ansgar, Iowa -- change in bank control. Returned, December 3, 1993. COMPETITIVE FACTORS REPORTS Kansas City Citizens State Bank of Ouray, Ouray, Colorado, proposed merger with The Montrose County Bank, Naturita, Colorado -- report on competitive factors. Submitted, December 1, 1993. Kansas City Colorado National Bank, Denver, Colorado, proposed acquisition of the assets and assumption of the liabilities of Colorado National Bank Aspen, Aspen, Colorado -- report on competitive factors. Submitted, December 1, 1993. Atlanta First Alabama Bank, Montgomery, Alabama, proposed acquisition of Secor Bank, FSB, Birmingham, Alabama -- report on competitive factors. Submitted, November 30, 1993. Minneapolis First Bank National Association, Minneapolis, Minnesota, proposed merger with First National Bank of East Grand Forks, East Grand Forks, Minnesota -report on competitive factors. Submitted, December 2, 1993. New York First Bank of The Americas, New York, New York, proposed acquisition of certain assets and assumption of liability to pay deposits made in six branches of Bank Leumi Trust Company of New York, New York, and to establish six branches -- report on competitive factors. Submitted, December 1, 1993. St. Louis First National Bank of Berryville, Berryville, Arkansas, proposed merger with Interim First National Bank of Berryville -- report on competitive factors. Submitted, December 3, 1993. H .2 NOVEMBER 28, 1993 PAGE 9 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS Richmond First National Bank of Morgantown, Morgantown, West Virginia, proposed merger with The Peoples National Bank of Martinsburg, West Virginia, and Commerce Bank, Parkersburg, West Virginia -- report on competitive factors. Submitted, December 1, 1993. Kansas City Johnson County Bank, Elk Creek, Nebraska, and Home State Bank & Trust Company, Humboldt, Nebraska, proposed merger with American National Bank, Nebraska City, Nebraska -- report on competitive factors. Submitted, December 1, 1993. Boston Lafayette American Bancorp, Inc., Hamden, Connecticut, proposed merger with Lafayette American Bank and Trust Company, Bridgeport, Connecticut -- report on competitive factors. Submitted, December 2, 1993. S t . Louis Merchants and Planters Bank, Newport, Arkansas, proposed acquisition of certain assets and assumption of the deposit liabilities of the McCroy, Arkansas, branch of Central Bank and Trust, Little Rock, Arkansas -- report on competitive factors. Submitted, November 29, 1993. Kansas City Northern Bank, Omaha, Nebraska, proposed merger with American National Bank -- report on competitive factors. Submitted, December 1, 1993. St. Louis Sullivan-Peoples State Bank, Sullivan, Indiana, proposed merger with First Bank and Trust Company of Clay County, Brazil, Indiana -- report on competitive factors. Submitted, December 3, 1993. San Francisco Sunrise Bank of California, Roseville, California, proposed merger with Barbary Coast National Bank, San Francisco, California -- report on competitive factors. Submitted, December 2, 1993. H .2 NOVEMBER 28, 1993 PAGE 10 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS Kansas City Sunwest Bank of Sandoval County, National Association, Rio Rancho, New Mexico, proposed merger with Sunwest Bank of Albuquerque, National Association, Albuquerque, New Mexico -- report on competitive factors. Submitted, December 1, 1993. Chicago Westfield State Bank, Westfield, Illinois, proposed merger with WSB Interim Bank -- report on competitive factors. Submitted, November 29, 1993. EXTENSIONS OF TIME Minneapolis BANKFIRST Corporation, Inc., Brookings, South Dakota -- extension to March 2, 1994, to acquire BANKFIRST, Minneapolis, Minnesota. Granted, December 1, 1993. Richmond FB&T Financial Corporation, Fairfax, Virginia -extension to February 28, 1994, to acquire Fairfax Bank & Trust Company, and for FB&T to merge with FB&T Bank. Granted, November 30, 1993. Atlanta Gulf Coast Bank Holding Company, Inc., New Orleans, Louisiana -- extension to March 8, 1994, to acquire Gulf Coast Bank & Trust Company. Granted, December 1, 1993. Minneapolis . Ridgedale State Bank, Minnetonka, Minnesota -extension to February 28, 1994, to engage in personal trust and agency activities. Granted, November 30, 1993. a Chicago Talen, Inc., Traer, Iowa -- extension to March 2, 1994, to acquire Farmers and Merchants Bank, Greenwood, Wisconsin. Granted, November 29, 1993. San Francisco Wells Fargo & Company, San Francisco, California -extension to divest certain property. Granted, December 2, 1993. H.2 NOVEMBER 28, 1993 TO DECEMBER 3, 1993 PAGE 11 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY MEMBERSHIP Chicago Old Kent Bank of Hillsdale, Hillsdale, Michigan -membership in the Federal Reserve System. Withdrawn, November 29, 1993. Chicago Old Kent Bank of St. Johns, St. Johns, Michigan -membership in the Federal Reserve System. Withdrawn, November 29, 1993. RESERVE BANK OPERATIONS Director, FRBO Federal Reserve Bank of New York - - t o purchase disk equipment to be used in the Open Market, Foreign Exchange, and Capital Markets functions. Approved, November 29, 1993. H.2 ADDITIONS AND CORRECTIONS NOVEMBER 28, 1993 PAGE 12 TO DECEMBER 3, 1993 ACTIONS TAKEN BY THE BOARD OF GOVERNORS CHANGE IN BANK CONTROL Waubun Bancshares, Inc., Waubun, Minnesota -- change in bank control. Not Approved, November 18, 1993. ADDITIONS AND CORRECTIONS ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY CAPITAL STOCK Chicago Greatbanc, Inc., Aurora, Illinois -- redemption of shares. Returned, November 24, 1993. FED ER A L R ES ER V E BANK OF BOSTON A P P L IC A T IO N S SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Comment Period Ending Date Application NONE SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Comment Period Ending Date Application NONE SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY UNITEDCORP, Bangor, Maine - 4 ( c ) (8) application to engage in trust activities on a joint venture basis through the acquisition of 51% of the voting stock of Trust Company of Maine, Inc., Bangor, Maine Federal Register Not Yet Established SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER OR NEWSPAPER NOTICE Application NONE S E C T IO N V - A V A ILA B ILIT Y Institution Merrill Merchants Bank 201 Main Street P.O. Box 925 Bangor, Maine 04402-0925 Phone: (207) 942-4801 OF CRA P U B L IC EVA LU A TIO N S Examination Date Rating* 01-29-93 "S" ♦Rating Definitions: "0" - Outstanding; "S" - Satisfactory; "N" Needs to Improve; "SN" - Substantial Noncompliance. Federal Reserve Bank o f New York Comment Period Ending Date SECTION I Applications Subject to Newspaper __________ Notice Only__________ Bank of Ayudhya Public Company Limited, Bangkok, Thailand to establish an agency in New York, New York N/A SECTION II Applications Subject to Both Newspaper and Federal Register Notice None. SECTION III Nonbanking Applications (Subject to Federal Register Notice Only) Chemical Banking Corporation, New York, New York, through CIT Holding, Inc., a joint venture with Dai-Ichi Kangyo Bank Ltd., Tokyo, Japan, to acquire Barclays Commercial Corporation, Charlotte, North Carolina and thereby engage in commercial finance. SECTION IV Applications Not Involving ______Public Comment______ None. SECTION V Availability of CRA Public Evaluations In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following group: Outstanding record of meeting community credit needs. N/A An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighbor hoods, in a manner consistent with its resources and capabilities. Week Ending December 4, 1993 |to Ito 1/ / / 4/ NAME OF BANK RATING EXAMINATION DATE United Jersey Bank 210 Main Street Hackensack, NJ 07601 Satisfactory June 14, 1993 Subject to provisions of Community Reinvestment Act. Later of dates specified in newspaper and Federal Register notices. Date specified in newspaper notice; a later date may be specified in the Federal Register notice. Date specified in Federal Register notice; a later date may be specified in the newspaper notice. N/A - Not Available AVAILABILITY OF CRA PUBLIC EVALUATIONS T h e f o l l o w i n g s t a t e m e m b e r b a n k s h a v e b e e n e x a m i n e d b y the F e d e r a l R e s e r v e B a n k o f C h i c a g o f o r c o m p l i a n c e w i t h th e CRA. Th e 3 0 - b u s i n e s s d a y p e r i o d the b a n k h a s to m a k e th e e v a l u a t i o n p u b l i c h a s l a p s e d d u r i n g th e w e e k e n d i n g D e c e m b e r 3, 1993. I f y o u a r e i n t e r e s t e d i n o b t a i n i n g a c o p y o f the e v a l u a t i o n d o c u m e n t , p l e a s e c o n t a c t th e b a n k ( s ) d i r e c t l y . IDENTIFICATION OF RATINGS O- A n i n s t i t u t i o n i n t h i s g r o u p h a s a n o u t s t a n d i n g r e c o r d of, a n d i s a l e a d e r in, a s c e r t a i n i n g a n d h e l p i n g to m e e t th e c r e d i t n e e d s o f i t s entire delineated community, including lowand m o d e r a t e -i n c o m e neighborhoods, in a manner consistent with its resources and capabilities. S- A n i n stitution in this g r o u p h a s a s a t i s f a c t o r y r e c o r d o f ascertaining a n d h e l p i n g to m e e t the c r e d i t n e e d s o f i t s e n t i r e d e l i n e a t e d commun i t y , i n c l u d i n g l o w - a n d m o d e r a t e -i n c o m e n e i g h b o r h o o d s , i n a m a i m e r c o n s i s t e n t with its resources and capabilities. NI- A n i n s t i t u t i o n i n t h i s g r o u p n e e d s to i m p r o v e i t s o v e r a l l r e c o r d o f ascertaining and helping to m e e t the c r e d i t n e e d s of its entire d e l i n e a t e d c o m m u n i t y , i n c l u d i n g low- a n d m o d e r a t e -i n c o m e n e i g h b o r h o o d s , in a m a nner consistent with its resources and capabilities. SN- A n i n s t i t u t i o n in this g r o u p h a s a s u b s t a n t i a l l y d e f i c i e n t r e c o r d of ascertaining and helping to m e e t the c r e d i t n e e d s o f i t s e n t i r e d e l i n e a t e d c o m m u n i t y , i n c l u d i n g l o w - a n d m o d e r a t e -i n c o m e n e i g h b o r h o o d s , in a m a n n e r consistent w ith its resources and capabilities. BANK NAME/LOCATION EXAMINATION DATE RATINGS -Old Kent B ank - Southwest 136 East Michigan, B o x 2769 Kalamazoo, M i c h i g a n 49003 616-337-6700 8/02/93 S -Linden State Bank 100 Nor t h Merid i a n Street B o x 60 Linden, Indiana 47955 317-339-4646 8/30/93 S Federal Reserve Bank o f St. Louis FOR THE WEEK ENDING DECEMBER 3, 1993 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End of Comment Period None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application End of Comment Period * Change in Control notification involving LBT Bancshares, Inc., Litchfield, Illinois, by David W. Fleming (previously reported during the week ending 11/19/93). Federal Register: * Change in Control notification involving Community Bancorp of McLean County Kentucky, Inc., Island, Kentucky, by James and Sue Markwell. Not yet available 12/14/93 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application End of Comment Period None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application Section 24A application by First State Bank of Dongola, Dongola, Illinois, for an investment in bank premises. *This application is subject to CRA. End of Comment Period N/A* Federal R e s e r v e B a n k of C l e v e l a n d Applications Bulletin For Week Ending December 4, 1993 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Received notice from The Provident Bank of Kentucky, Alexandria, Kentucky, on December 3, 1993, of its intent to establish a CBCT branch at Kwik Mart, 4147 Madison Pike, Covington, Kentucky. Received notice from WesBanco Bank Wheeling, Wheeling, West Virginia, on December 3, 1993, of its intent to establish a CBCT facility at Bethany College, Bethany, West Virginia. Received prior notice from The Ohio Bank, Findlay, Ohio, on November 22, 1993, of its intent to establish a branch facility at 98 North Main Street, Chagrin Falls, Ohio. * January 4, 1994 * December 10, 1993 * Not Yet Known # SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Received Section 3 (a)) (1) application from Josephine Bancshares, Inc., Prestonburg, Kentucky, on December 2, 1993, to acquire The Bank Josephine, Prestonburg, Kentucky. * Not Yet Known # SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Received Section 4(c) (8) application from December 27, 1993 Cardinal Bancshares, Inc., Lexington, Kentucky, on October 7, 1993, to engage in securities brokerage activities through a joint employment arrangement with Compulife Investor Services with its indirect subsidiary Mutual Service Corporation.* * N F # - Subject to CRA Newspaper Comment Period Federal Register Comment Period Expected to end approximately 30 days from date of application's receipt. Applications Bulletin For Week Ending December 4, 1993 SE C T I O N III - A P P L I C A T I O N S SUBJECT TO FEDERAL R E G I S T E R NOTICE ONLY Received Section 4 ( c ) (8) application from Not Yet Known # National City Corporation, Cleveland, Ohio, on November 10, 1993, for prior approval to engage in investment and financial advice, underwriting and dealing in government obligations and money market instruments, investment in securities limited to 5 percent or less of o/s voting shares of any company, and private placements as agent through a subsidiary known as National City Investments Corporation. S E C T I O N IV - A P P L I C A T I O N S N O T S U B J E C T TO F E DERAL R E G I S T E R N O T I C E OR N E W S P A P E R N O T I C E NONE * * N F # - Subject to CRA Newspaper Comment Period Federal Register Comment Period Expected to end approximately 30 days from date of application's receipt. AVAILABILITY OF CRA PUBLIC EVALUATIONS (December 3, 1993) The following state member banks have been examined by the Federal Reserve Bank of Cleveland for compliance with The Community Reinvestment Act. A public evaluation document became available from the bank(s) listed below during the week ended December 3, 1993. If you are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly. There are four descriptive ratings for CRA: OUTSTANDING: a bank 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: a bank in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its resources and capabilities, NEEDS TO IMPROVE: a bank in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities, SUBSTANTIAL NON COMPLIANCE: a bank in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NONE Federal Reserve Bank of Richmond Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Triangle Bank and Trust Company, Raleigh, North Carolina, to establish a branch at 101 Advent Court, Cary, North Carolina.* 12-20-93 Crestar Bank, Richmond, Virginia, to acquire the assets and assume the liabilities of NVR Federal Savings Bank, McLean, Virginia.* 12-29-93 Section II - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date None. Section III - Applications Subject to Federal Register Notice Application Comment Period Ending Date City Holding Company, Charleston, West Virginia, to engage de novo in making, acquiring, or servicing loans or other extensions of credit, to perform real estate appraisals and loan settlement services, and to offer, as agent or broker, credit-related insurance, through a subsidiary to be known as City Mortgage Corporation, McKee's Rocks, Pennsylvania. F&M Bank Corp., Timberville, Virginia, to engage in community development activities. 12-13-93** Not yet available. Section IV - Application Not Subject to Federal Register Notice or Newspaper Notice Application Comment Period Ending Date None. *Application is subject to CRA requirements. **Expiration of comment period specified in the Federal Register. Federal Reserve Bank of Richmond Availability of CRA Public Evaluations Week ending December 3, 1993 Definition of Ratings Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Examination Date Rating Crestar Bank 919 East Main Street Richmond, Virginia 23219 5-17-93 Satisfactory First Virginia Bank 6400 Arlington Boulevard Falls Church, Virginia 22046 7-12-93 Satisfactory 9-8-93 Satisfactory The George Mason Bank 11185 Main Street Fairfax, Virginia 22030 9-13-93 Satisfactory First Commercial Bank 3801 Wilson Boulevard Arlington, Virginia 22203 9-20-93 Satisfactory First Virginia Bank-Central 120 Seminole Square Charlottesville, Virginia 22906 F e d e r a l R e s e r v e B a n k of A t l a n t a A p p l i c a t i o n s B u l l e t i n fo r W e e k E n d i n g D e c e m b e r 3, 1993 Section 1 - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date City First Bank Tampa, Florida To establish a branch located at 405 North Westshore Boulevard, Tampa, Florida, to be known as the Westshore Branch. 12-10-93* Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Hibernia Corporation Not yet available* New Orleans, Louisiana To merge with Commercial Bancshares, Inc., Franklin, Louisiana, and thereby directly acquire First Commercial Bank, Franklin, Louisiana, pursuant to Section 3(a)(5) of the Bank Holding Company A c t . Volunteer State Bancshares, Inc. 12-13-93* Portland, Tennessee Federal Register After-the-fact change in control notice by C & C Construction Company, Portland, Tennessee, to retain 10.65 percent of the outstanding shares of common stock of Volunteer State Bancshares, Inc., Portland, Tennessee. Principals of C & C Construction Company are: Mr. Jeffery David Collins, Mr. Larry Joe Collins, Jr., Mr. Jason Leon Collins, Mr. Jonathan Ray Collins, and Mrs. Jaska Collins Sheucraft. ♦Subject to provisions of the Community Reinvestment Act. F e d e r a l R e s e r v e B a n k of A t l a n t a A p plications Bulle t i n for W eek Ending Decem b e r 3. 1993 Section 3 - Applications Subject to Federal Register Only- Application Comment Period Ending Date Five Flags Banks, Inc. Pensacola, Florida After-the-fact notice to retain Bank Data, Inc., Pensacola, Florida, pursuant to Section 4 ( c ) (8) of the Bank Holding Company Act and Section 225.25(b)(7) of Regulation Y. 12-23-93 Section 4 - Applications Not Subject to Federal Register Notice or Newspaper Notice Application None. F e d e r a l R e s e r v e B a n k of A t l a n t a App l i c a t i o n s B u l l e t i n for W e e k E nding D e c e m b e r 3. 1993 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: record of meeting community credit needs: An institution has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Outstanding r e c o r d of m e e t i n g community credit needs: An institution has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory to improve r e c o r d of m e e t i n g c o m m u n i t y c r edit 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. Nee d s n o n c o m p l i a n c e in m e e t i n g c o m m u n i t y c r edit needs: An institution has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Subs t a n t i a l Examination Bank None. Rating Date Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Type Application EFT The Northern Trust Company Chicago, Illinois Northwestern University Norris Center 1999 S. Campus Drive Evanston, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois Northwestern Universi ty Wiebold Hall 339 East Chicago Chicago, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois Northwestern University Sports and Aquatic Center 2379 N. Campus Drive Evanston, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois Walgreens Store 11040 S. Michigan Avenue Chicago, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois Walgreens Store 1360 N. Pulaski Chicago, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois Walgreens Store 5036 S. Cottage Grove Chicago, Illinois* N - 11-28-93 EFT The Northern Trust Company Chicago, Illinois 181 Madison Chicago, Illinois* N 11-28-93 Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only (continued) Comment Period Ending Date Type Application EFT The Northern Trust Company Chicago, Illinois 2 ® Brookfield Zoo Brookfield, Illinois* N - 11-28-93 EFT American Trust & Savings Bank Dubuque, Iowa Wal-Mart, 4200 Dodge Street Dubuque, Iowa* N - 12-8-93 Branch First of America Bank - West Michigan Grand Rapids, Michigan 4646 28th Street, Southeast Kentwood, Michigan* N - 11-28-93 Branch First of America Bank - West Michigan Grand Rapids, Michigan 5455 Clyde Park, Southwest Wyoming, Mi chigan* N - 11-28-93 Oakar Republic Bancorp Co. Orland Park, Illinois First Cook Community Bank, FSB Chicago, Illinois* N - 11-20-93 Branch/24A New Asia Bank Chicago, Illinois 8301 Cass Avenue Darien, Illinois* N ** Federal Reserve Bank of Chicago Type Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Application Ending Date Y-i East Side Financial, Inc. Chicago, Illinois East Side Savings Bank Chicago, Illinois* FR - 11-19-93 N - 12-17-93 CoC-HC Wabeno Bancorporation, Inc. Venice, FIorida Verle Burgason & JoAnn Burgason FR - ** N - ** CoC-HC Wabeno Bancorporation, Inc. Venice, Florida Connie Ryan Trust FR N Republic Bancorp Co. Orland Park, Illinois MAH Bancorp, Inc. Orland Park, Illinois Republic Bank of Chicago Chicago, Illinois APL Financial, Inc. Chicago, Illinois First Cook Community Bank, FSB Chicago, Illinois* FR N Y-2 Gore-Bronson Bancorp, Inc. Prospect Height, Illinois Water Tower Bancorp, Inc. Chicago, Illinois Water Tower Bank Chicago, Illinois* FR - 11-26-93 N - 12-3-93 Y-2 Comerica California Incorporated San Jose, California Pacific Western Bancshares, Inc. San Jose, California Pacific Western Bank San Jose, California* FR - 11-29-93 N - 11-29-93 Y-2 Comerica Incorporated Detroit, Michigan Pacific Western Bancshares, Inc.San Jose, California Pacific Western Bank San Jose, California* FR - 11-29-93 N - 11-29-93 Y-l (100%) ** ** ** 11-20-93 Federal Reserve Bank of Chicago Type Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Application Ending Date Y-2 Comerica Incorporated Detroit, Michigan Pacific Western Bancshares, Inc. -- (19.9%) ScLn Jose, California Pacific Western Bank San Jose, California* FR - 12-29-93 N - 11-29-93 Y-l Hasten Bancshares Indianapolis, Indiana Hasten Bancorp Indianapolis, Indiana First National Bank Kokomo, Indiana Sullivan-Peoples State Bank * * Farmersburg, Indiana First Bank & Trust Co. of Clay County Brazil, Indiana Hasten Financial Services, Inc. Indianapolis, Indiana* FR - 12-2-93 N - 12-20-93 Y-l LeRoy C. Darby, Inc. Employee Stock Ownership Plan Monona, Iowa LeRoy C. Darby, Inc. Monona, Iowa Union State Bank Monona, Iowa Peoples State Bank Elkader, Iowa* FR - 12-2-93 N - 11-17-93 Y-l Bancorp, of New Glarus, Inc. New Glarus, Wisconsin The Bank of New Glarus New Glarus, Wisconsin* FR - 12-13-93 N - 11-8-93 Y-2 Lincolnland Bancshares, Inc. Casey, Illinois Westfield State Bank Westfield, Illinois* FR - 12-16-93 N - 12-4-93 Y-l Rudolph Bancshares, Inc. Rudolph, Wisconsin Farmers and Merchants Bank Rudolph, Wisconsin* FR - 12-23-93 N - ** Federal Reserve Bank of Chicago Type Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Application Ending Date Y-2 F & M Bancorporation, Inc. Kaukauna, Wisconsin Pulaski Bcmcshares, Inc. Pulaski, Wi sconsin Pulaski State Bank Pulaski, Wi sconsin* FR - 12-23-93 N - 12-20-93 Y-2 F & M Merger Corporation Kaukauna, Wisconsin Pulaski Bancshares, Inc. Pulaski, Wi sconsin Pulaski State Bank Pulaski, Wisconsin* FR - 12-23-93 N - 12-20-93 CoC-HC The Newburg Corporation St. Ansgar, Iowa Hal B. McKinley & Audrey M. McKinley FR . * * N _ ★* Y-2 ANB Corporation Muncie, Indiana Winchester Bancorporation Winchester, Indiana Peoples Loan and Trust Bank Winchester, Indiana* FR - 11-12-93 N - 12-16-93 Y-2 First Community Bancshares, Inc. Bargersville, Indiana First State Bank Morgan town, Indiana * FR - ** N _ ** CoC-HC GN Bancorp, Inc. Chicago, Illinois Ronald Howard Muck FR . ** N . ** CoC-HC Peotone Bancorp, Inc. Peotone, Illinois Craig L. Campbell; Douglas L. Campbell and Scott L. Campbell FR . ** N - ** Y-2 Central Bancshares, Inc. Muscatine, Iowa FSB Holding Company Kalona, Iowa Farmers State Bank Kalona, Iowa West Chester Savings Bank West Chester, Iowa* FR . ** N . ** Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date Type Application Y-4 Hasten Bancshares Indianapolis, Indiana Hasten Financial Services, Inc. Indianapolis, Indiana FR - 12-2-93 4 (c) (8) Edgemark Financial Corporation Chicago, Illinois Edgemark Financial Services, Inc. Countryside, Illinois FR - 12-2-93 Y-4 FR - 12-21-93 Northern Trust Corporation Chicago, Illinois Northern Futures Corporation Chicago, Illinois -- executing and clearing of certain nonfinancial commodity futures and options of the Index and Option Division of the Chicago Mercantile Exchange and the Chicago BOT and New York Mercantile Exchange 4 (c) (8) First Midwest Bancorp, Inc. Naperville, Illinois First Midwest Mortgage, Inc. Joliet, Illinois FR - 12-13-93 Y-4 Hawkeye Bancorporation Des Moines, Iowa Centre Pointe Leasing Co., Inc. Nest Des Moines, Iowa FR - 12-17-93 4 (C) (8) Weldon Bancshares, Inc. Weldon, Illinois Weldon Insurance Service Weldon, Iowa FR - 12-13-93 Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only (Continued) Comment Period Ending Date Type Application Y-4 Old Kent Financial Corporation Grand Rapids, Michigan CDC--Grand Rapids Hope Limited Partnership II Grand Rapids, Michigan --invest in low income transitional housing project for women and children FR - ** Y-4 Iowa National Bankshares Corp. Wa terloo, Iowa MidAmerica Financial Corporation Waterloo, Iowa MidAmerica Savings Bank, FSB Waterloo, Iowa FR - ** 4 (c) (8) FBOP Corporation FR - ** Oak Park, Illinois Engage de novo in the acquisition of loans from its insured subsidiaries Y-4 Republic Bancorp Co. (a Delaware Corporation) Orland Park, Illinois APL Financial, Inc. Chicago, Illinois First Cook Community Bank, FSB Chicago, Illinois FR - ** Y-4 Republic Bancorp Co. (an Illinois Corporation) Orland Park, Illinois APL Financial, Inc. Chicago, Illinois First Cook Community Bank, FSB Chicago, Illinois FR - ** Federal Reserve Bank of Chicago Section IV - Applications Not Subject to Federal Register or Newspaper Notice Type Application RoS Greenwood's Bancorporation, Inc. Lake Mills, Wisconsin Redeem up to 2,383 shares of its issued and outstanding common stock RoS The Newburg Corporation St. Ansgar, Iowa Redeem 19,594 shares (24.25%) of its common stock N FR * ** - Newspaper Federal Register Subject to Provisions of Community Reinvestment Act Not available at this time FEDERAL RESERVE BANK OF PHILADELPHIA SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Comment Period Ending Date Meridian Bank, Reading, Pennsylvania, requests approval to establish a branch office, an in-store branch facility to be located at the Scot's Low Cost Store, 801 Loyalsock Avenue, Montoursville, Pennsylvania, pursuant to Section 9 of the Federal Reserve Act. Expedited branch procedures. (Note: the previous date of expiration of com. period for this particular branch was stated as 12/6/93 in error.) Newspaper comment period ends: 12/20/93 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE CoreStates Financial Corporation. Philadelphia, PA, requests approval to acquire 100% of the voting shares of Constellation Bancorporation, Elizabeth, New Jersey, pursuant to Section 3(a)(5) of the Bank Holding Company Act of 1956. Newspaper comment period ends: Fed. Reg. Comment Period Expires: 12/23/93 12/30/93 National Penn Bancshares, Boyertown, PA, to acquire up to 21.4% of the voting shares of First State Bank, Wilmington, DE, pursuant to Section 3(a)(3) of the Bank Holding Company Act. Newspaper comment period ends: Fed. Reg. Comment Period Expires: 12/20/93 12/23/93 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Dauphin Deposit Corporation, Harrisburg, Pennsylvania, to establish a de novo loan production office subsidiary, Farmers Maryland, Inc., Owings Mills, Maryland, pursuant to § 4(c)(8) of the Bank Holding Company Act and § 225.25(b)(1) of the Board's Regulation Y. Fed. Reg. Comment Period Expires: 12/13/93 SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE NONE. 1/ Subject to provisions of Community Reinvestment Act. * N/A - not yet available. FEDERAL RESERVE BANK OF PHILADELPHIA SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS The following institutions were examined for CRA* The 30-business day period the bank has to make the evaluation public has lapsed during the week ending December 3* 1993 Identification of Ratings In connection with the assessment of each insured depository performance, a rating is assigned from the following groups: institution's CRA Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and mode rate-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 mode rate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank/Location Examination Date None • CRA Rating FEDERAL RESERVE BANK OF ST. LOUIS St. Louis, Missouri AVAILABILITY OF CRA PUBLIC DISCLOSURES Identification o f Ratings: Outstanding record o f 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 o f 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 o f 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. FOR THE WEEK ENDING Name of Bank None December 3, 1993 Bank Address Examination Date Examination Rating FEDERAL RESERVE BANK OF MINNEAPOLIS Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Application No n e . Section II - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Community First Bankshares, Inc. Fargo, ND To acquire 98.83% of the voting shares of the Bank of Spooner, Spooner, WI* Not yet available Northwest Equity Corp. Amery, WI Northwest Savings Bank Amery, WI* Not yet available Philip Amundson To acquire control of 39.83% of (Newspaper) the voting shares of Beulah Bancorporation, Inc., Sioux Falls, SD 12-27-93 John Franklin, Donald & Leona Steinbeisser, Joe & MaryAnn (Newspaper) Steinbeisser, Jr., Rodney Prewitt, Chantz Prewitt, Duane & Sheryl Douglas, Marvin & Marcia Holas, Walter & Karen McNutt, and Hugo & Elaine Asbeck To acquire control of 79.70% of the voting shares of 1st United Bancor poration, Inc., Sidney, MT 12-18-93 *Subject to CRA FEDERAL RESERVE BANK OF MINNEAPOLIS Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date Application First Bank Holding Company, Inc. Harvey, ND To engage in general insurance agency activities through the acquisition of Harvey Insurance Agency, Inc., Harvey, ND 12-27-93 Security Richland Bancorporation Miles City, MT To engage de novo in investment or financial advice. 12-27-93 Northwest Equity Corp. Amery, WI To engage de novo in making and servicing loans. Not yet available Zappco, Inc. St. Cloud, MN To engage de novo in management consulting to depository institu tions . Not yet available Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Application 1st United Bancorporation, Inc. Sidney, MT To redeem 40.2% of its voting shares. FEDERAL RESERVE BANK OF MINNEAPOLIS Section V - Availability of CRA Public Evaluations week ending December 3, 1993 ASSIGNMENT OF RATING Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome 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 cf ascertaining and helping to meet the credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANK(S ) EXAMINED None. DATE OF EXAMINATION CRA RATING Federal Reserve Bank of Kansas City SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER N O T I C E ONLY APPLICATION COMMENT PERIOD ENDING DATE None. SECTION II - APPLICATIONS SUBJECT TO BOT H NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION COMMENT PERIOD ENDING DATE Community First Bankshares, Inc., Denver, Colorado, for prior approval to acquire 100 percent of the voting shares of The Bank of Cherry Creek, N.A., Denver, Colorado, Mesa National Bank, Grand Junction, Colorado, Western National Bank of Colorado, Colorado Springs, Colorado, and Bank of Southern Colorado, Pueblo West, Colorado.* Not Available Sack Family Partnership, York, Nebraska, for prior approval to acquire 99.96 percent of the voting shares of York State Company, York, Nebraska.* Not Available Commerce Bancshares, Inc., and CBICentral Kansas, Inc., both of Kansas City, Missouri, for prior approval to acquire 100 percent of the voting shares of The Walnut Valley Corporation, El Dorado, Kansas.* Not Available S E CTION III - APPLICATIONS SUBJECT TO FEDERAL R E G I S T E R NOTICE ONLY APPLICATION COMMENT PERIOD ENDING DATE None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGI S T E R NOTICE OR NEWSPAPER NOTICE APPLICATION First National Bancshares of Weatherford, Weatherford, Oklahoma, for prior approval to redeem 5,808 shares of its own voting common stock. Not Available Federal Reserve Bank of Kansas City S E C T I O N V - AVAILABILITY OF CRA PUBLIC EVALUATIONS Iden t i f i c a t i o n of Ratings In connection with the assessment of each insured depositoryinstitution's CRA performance, a rating is assigned from the following groups: O u t s t a n d i n g 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 moderateincome 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 moderateincome 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 Bank/Location CRA Public Date CRA Ratinq 08-30-93 Uinta County State Bank 128 North Birch Street Mountain View, Wyoming 82939 11-29-93 Substantial Noncompliance Union Colony Bank P.0. Box 961 Greeley, Colorado 08-23-93 12-02-93 Satisfactory 08-30-93 12-02-93 Outstanding 80632-0961 Deuel County State Bank P.O. Box 548 Chappell, Nebraska 69129 Federal Reserve Bank of Kansas City Citizens Bank P.O. Box 888 Lawton, Oklahoma 08-30-93 73502-0888* *Application is subject to CRA. 12-02-93 Outstanding FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF NOVEMBER 29, 1993 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY NOTICE EXP APPLICATION None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION ** NOTICE EXP *Section 3(a)(1) application by First Eldorado Bancshares, Inc., Eldorado, TX, to acquire First Eldorado Delaware Bancshares, Inc., Dover, DE, and The First National Bank of Eldorado, Eldorado, TX 93/09/13 *Section 3(a)(1) application by First Eldorado Delaware Bancshares, Inc., Dover, DE, to acquire The First National Bank of Eldorado, Eldorado, TX 93/09/13 ^Section 3(a)(3) application by First Financial Bankshares, Inc., Abilene, TX, to acquire Concho Bancshares, Inc., San Angelo, TX, and Southwest Bank of San Angelo, San Angelo, TX 93/12/28 *Section 3(a)(3) application by First Abilene Bankshares of Delaware, Inc., Wilmington, DE, to acquire Concho Bancshares, Inc., San Angelo, TX, and Southwest Bank of San Angelo, San Angelo, TX 93/12/28 Change in Control Notice by Heritage Financial Corporation Employee Stock Ownership Bonus Plan, Ruston, LA, to acquire an interest in Heritage Financial Corporation, Ruston, LA N/A Change in Control Notice by Earl Delbert Horton, Dallas, TX, and Michael Bruce Witcher, Windom, TX, to acquire an interest in Cooper Lake Financial Corporation, Cooper, TX (Previously reported during the week of 10-25-93) 93/12/16 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY APPLICATION NOTICE EXP None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE APPLICATION* None. * SUBJECT TO CRA. ** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY. N/A - NOT AVAILABLE AT THIS TIME. SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS FOR THE WEEK OF NOVEMBER 29, 1993 Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to Improve record of meeting community credit needs. An institution in this group need to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial Noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank None. Date of Examination CRA Rating FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 12/03/93 Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date West One Bank, Utah, Salt Lake City, Utah, to establish a branch office at 1283 Deer Valley Drive, Park City, Utah. * Newspaper: Not available Section II - Applications Subject to Both Newspaper and Federal Register Notice California Bancshares, Inc., San Ramon, California, to acquire Modesto Banking Company, Modesto, California. * Newspaper: 12/30/93 Fed. Reg.: Not available Section III - Applications Subject to Federal Register Notice Only The Dai-Ichi Kangyo Bank, Limited, Tokyo, Japan, to acquire Barclays Commercial Corporation, Charlotte, North Carolina, through The CIT Group Holdings, Inc., New York, New York. Fed. Reg.: Not available Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice None * Subject to CRA. FEDERAL RESERVE BANK OF SAN FRANCISCO (cont'd.) Week Ending 12/03/93 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institution(s) below became available during the week ending December 3, 1993. Information about a particular institution's CRA evaluation may be obtained directly from the institution. Institution Location Examination Date Rating* None *Under the rating system an institution's CRA performance is assigned one of the following four ratings: Outstanding record of meeting community credit needs: An institution has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs: An institution has a satisfactory record of ascertaining and meeting the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs: An institution needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- to moderateincome neighborhoods, in a manner consistent with its resouces 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 moderateincome neighborhoods, in a manner consistent with its resouces and capabilities