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ANNOUNCEMENT BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM H.2, 1994, No. 24 Actions of the Board, its Staff, and the Federal Reserve Banks; Applications and Reports Received During the Week Ending June 11, 1994 ACTIONS TAKEN BY THE BOARD OF GOVERNORS TESTIMONY AND STATEMENTS Consumer credit issues -- statement by Governor Lindsey before the Subcommittee on Consumer Credit and Insurance of the House Committee on Banking, Finance and Urban Affairs, June 9, 1994. Authorized, June 7, 1994. BANK HOLDING COMPANIES Chase Manhattan Corporation, New York, New York - - t o engage de novo in underwriting and dealing in bankineligible securities on a limited basis through Chase Securities, Inc., New York, New York. Permitted, June 6, 1994. Financial Corporation of Louisiana, Crowley, Louisiana -- to acquire First National Bank of Crowley, First Crowley Financial Corporation, and 8.7 percent of Progressive Bancorporation, Inc., Houma, Louisiana. Approved, June 8, 1994. Nations Bank Corporation, Charlotte, North Carolina - to acquire assets and assume liabilities of the Florida and Georgia branches of California Federal Bank, F.S.B., Los Angeles, California. Approved, June 8, 1994. BANKS. STATE MEMBER First Bank, Creve Coeur, Missouri -- determination that First Bank’s investment in the Montgomery County Bank Community Development Corporation is a public welfare investment under section 9 of the Federal Reserve Act. Approved, June 10, 1994. BOARD OPERATIONS Division of Research and Statistics -- appointment of David Stockman as Deputy Director from Associate Director. Approved, June 6, 1994. H.2 JUNE 6, 1994 PAGE 2 TO JUNE 10, 1994 ACTIONS TAKEN BY THE BOARD OF GOVERNORS BOARD OPERATIONS Division of Research and Statistics -- appointment of Martha Bethea as Associate Director from Deputy Associate Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Myron Kwast as Associate Director from Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Patrick Parkinson to Associate Director from Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Martha Scanlon to Deputy Associate Director from Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Flint Brayton as Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of David Jones as Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of John Rea as Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Stephen Rhoades as Assistant Director. Approved, June 6, 1994. Division of Research and Statistics -- appointment of Charles Struckmeyer as Assistant Director. Approved, June 6, 1994. Division of research and Statistics -- appointment of Alice Patricia White as Assistant Director. Approved, June 6, 1994. H.2 JUNE 6, 1994 PAGE 3 TO JUNE 10, 1994 ACTIONS TAKEN BY THE BOARD OF GOVERNORS BOARD OPERATIONS Division of Research and Statistics -- appointment of Glenn Canner as Adviser. Approved, June 6, 1994. Legal Division -- appointment of Robert deV. Frierson as Assistant General Counsel. Approved, June 7, 1994. Legal Division -- appointment of Katherine H. Wheatley as Assistant General Counsel. Approved, June 7, 1994. ENFORCEMENT Pioneer Bank, Fullerton, California -- issuance of a prompt corrective action directive against bank. Announced, June 9, 1994. ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community Affairs; FOMC - Federal Open Market Committee; FRBO - Federal Reserve Bank Operations; IF - International Finance; OSDM - Office of Staff Director for Management BANK BRANCHES. DOMESTIC Atlanta Bank of Volusia County. Deland, Florida -- to establish a loan production office at 1825 Security First Boulevard, Daytona Beach, Florida. Approved, June 6, 1994. Chicago Comerica Bank, Detroit, Michigan -- to establish an offsite electronic facility at the 7th Precinct of the Detroit Police Department, 330 Mack Avenue. Approved, June 7, 1994. Richmond First Bank, Strasburg, Virginia -- to establish a branch at 3143 Valley Pike, Winchester, Virginia. Approved, June 10, 1994. H.2 JUNE 6, 1994 PAGE 4 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK BRANCHES. DOMESTIC Philadelphia Meridian Bank, Reading, Pennsylvania -- to establish an in-store branch facility at the Festival Foods, 6301 Grayson Road, Harrisburg, Pennsylvania. Approved, June 7, 1994. Philadelphia Orrstown Bank, Shippensburg, Pennsylvania - - t o establish a remote service facility at the Blue Mountain Travel Plaza, Route 76 Pennsylvania Turnpike, Roxbury, Pennsylvania. Approved, June 6, 1994. Atlanta Smyrna Bank & Trust Company, Smyrna, Georgia -- to establish a branch at 1755 Powder Springs Road, Marietta, Georgia. Approved, June 6, 1994. Philadelphia Twin Rivers Community Bank, Easton, Pennsylvania -to establish a branch at 61 North Third Street. Approved, June 7, 1994. New York United Jersey Bank, Hackensack, New Jersey -- to establish a branch at 335 Ridge Road, South Brunswick, New Jersey. Approved, June 8, 1994. New York United Jersey Bank, Hackensack, New Jersey -- to establish an offsite electronic facility at Lehman Brothers Inc., 101 Hudson Street, 27th Floor, Jersey City, New Jersey. Approved, June 10, 1994. BANK HOLDING COMPANIES Philadelphia Abington Mutual Holding Company, Jenkintown, Pennsylvania -- to acquire Abington Savings Bank. Withdrawn, June 7, 1994. H.2 JUNE 6, 1994 PAGE 5 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES New York Banco Santander, S.A., Santander, Spain -- proposal that First Fidelity Bancorporation, Lawrenceville, New Jersey, acquire First Fidelity Bank, FSB, Beltsville, Maryland, which will purchase certain assets and assume certain liabilities of four Maryland branches of John Hanson Federal Savings Bank, and engage in operating a savings association. Approved, June 10, 1994. Atlanta Bank South Corporation, Atlanta, Georgia -- to acquire Citizens Express Company, Gainesville, Georgia, and The Citizens Bank. Approved, June 10, 1994. Boston Berkshire Financial Services, Inc., Lee, Massachusetts -- to provide securities brokerage activities, related securities credit activities, and mortgage origination services through Berkshire Financial Centers, Inc. Withdrawn, June 7, 1994. Kansas City Blue Valley Ban Corp., Overland Park, Kansas -- to acquire certain assets and assume certain liabilities of the Olathe, Kansas, branch of Franklin Federal Savings Association, Ottawa, Kansas. Approved, June 10, 1994. Cleveland Bridgeville Financial Corp., Bridgeville, Pennsylvania -- to acquire Bridgeville Savings Bank. Withdrawn, June 7, 1994. Atlanta CBA Bankshares, Inc., Americus, Georgia --to continue to engage in data processing and data transmission services through Community Bank Data Systems, Inc., a newly formed subsidiary. Approved, June 10, 1994. Philadelphia Central Pennsylvania Financial Corp., Shamokin, Pennsylvania - - t o acquire Central Pennsylvania Savings Bank. Approved, June 7, 1994. H.2 JUNE 6, 1994 PAGE 6 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Atlanta Citco Community Bancshares, Inc., Elizabethton, Tennessee -- to acquire Citco Bancshares, Inc., and Citizens Bank. Approved, June 7, 1994. Atlanta Citco Community Bancshares, Inc., Elizabethton, Tennessee -- to acquire Small Business Resources, Inc., Panama City, Florida. Approved, June 7, 1994. Kansas City Douglass Bancorp, Inc., Kansas City, Kansas -- to acquire certain assets and assume certain liabilities of the Kansas City, Kansas, branch of Franklin Savings Association, Ottawa, Kansas. Approved, June 10, 1994. San Francisco Everfinaneial Corporation, South Pasadena, California -- to acquire Evertrust Bank, City of Industry, California. Returned, June 10, 1994. Boston Family Bancorp, Haverhill, Massachusetts -- to acquire certain assets and assume certain liabilities of the Andover branch of First Federal Savings Bank of Boston, Boston, Massachusetts. Approved, June 10, 1994. Dallas First Bancorp, Inc., Denton, Texas -- to acquire Bedford National Bank, Bedford, Texas. Approved, June 9, 1994. Secretary First Commercial Corporation, Little Rock, Arkansas - to engage de novo in lending activities. Permitted, June 10, 1994. Dallas First Delaware Bancorp, Inc., Dover, Delaware -- to acquire Bedford National Bank, Bedford, Texas. Approved, June 9, 1994. H.2 JUNE 6, 1994 PAGE 7 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Secretary First National of Nebraska, Inc., Omaha, Nebraska -proposal that First National Bank of Kansas, Overland Park, Kansas, acquire certain assets and assume certain liabilities of Franklin Federal Savings Association, Ottawa, Kansas. Approved, June 10, 1994. Dallas First State Bancorp, Inc., Carson City, Nevada -- to acquire First State Bank, Graham, Texas. Approved, June 7, 1994. Philadelphia Fulton Financial Corp., Lancaster, Pennsylvania -- to acquire Central Pennsylvania Savings Bank, Shamokin, Pennsylvania. Approved, June 7, 1994. Philadelphia Fulton Financial Corp., Lancaster, Pennsylvania -- to acquire Central Pennsylvania Financial Corp., Shamokin, Pennsylvania. Approved, June 7, 1994. Philadelphia Fulton Financial Corporation, Lancaster, Pennsylvania - - t o merge certain assets and certain liabilities of Great Valley Savings Bank, Reading, Pennsylvania, into The First National Bank of Danville, Danville, Pennsylvania. Approved, June 7, 1994. Philadelphia Fulton Financial Corporation, Lancaster, Pennsylvania -- to merge certain assets and certain liabilities of Great Valley Savings Bank, Reading, Pennsylvania into Swineford National Bank, Middleburg, Pennsylvania. Approved, June 7, 1994. Philadelphia Fulton Financial Corporation, Lancaster, Pennsylvania -- to merge certain assets and certain liabilities of Great Valley Savings Bank, Reading, Pennsylvania, into Fulton Bank, Lancaster, Pennsylvania. Approved, June 7, 1994. H.2 JUNE 6, 1994 PAGE 8 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Chicago Garrett Bancshares Ltd., Bloomfield, Iowa, -- to engage de novo in the making of a loan to a principal of North Side of the Square Inc. Returned, June 9, 1994. Richmond Harbor Bankshares Corporation, Baltimore, Maryland -proposal that The Harbor Bank of Maryland acquire two branches of John Hanson Federal Savings Bank, Beltsville, Maryland. Approved, June 10, 1994. Cleveland Hebron Bancorp, Inc., Hebron, Kentucky - - t o acquire Hebron Deposit Bank. Approved, June 9, 1994. Secretary Keystone Financial, Inc., Harrisburg, Pennsylvania -to merge with The Frankford Corporation, Philadelphia, Pennsylvania, and acquire Frankford Trust Company. Approved, June 6, 1994. St. Louis Mainline Bankshares of Portland, Inc., Portland, Arkansas -- to engage in lending activities. Approved, June 9, 1994. Richmond Mellon Bank CMD), Rockville, Maryland -- to establish an electronic funds transfer facility in Marley Station Mall at 7900 Ritchie Highway, Glen Burnie, Maryland. Approved, June 6, 1994. Director, BS&R Midlantic Corporation, Edison, New Jersey -- relief from commitment made in connection with acquisition of Heritage Bancorporation, Jamesburg, New Jersey, and Heritage Bank, N.A. Granted, June 9, 1994. Philadelphia National Penn Bancshares, Inc., Boyertown, Pennsylvania -- to acquire Investors Trust Company, Wyomissing, Pennsylvania, and engage de novo in trust company activities, including those of a fiduciary, agency or custodial nature. Approved, June 7, 1994. H.2 JUNE 6, 1994 PAGE 9 TO JUNE 10, 1994 ACTIONS TAXEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Minneapolis Norwest Corporation, Minneapolis, Minnesota - - t o acquire American Land Title Company of Kansas City, Inc., Kansas City, Missouri. Approved, June 8, 1994. Chicago Peotone Bancorp, Inc., Peotone, Illinois, and Southwest Bancorp, Inc., Worth, Illinois -- to engage de novo in data processing services. Returned, June 6, 1994. Cleveland Sewickley Savings Financial Corp., MHC, Sewickley, Pennsylvania --t o acquire Sewickley Savings Bank. Withdrawn, June 9, 1994. Chicago Talen, Inc., Traer, Iowa -- to acquire Farmers and Merchants Bank, Greenwood, Wisconsin. Withdrawn, June 9, 1994. Dallas Texas Financial Bancorporation, Inc., Minneapolis, Minnesota -- to acquire Bedford National Bank, Bedford, Texas. Approved, June 9, 1994. Secretary Union Planters Corporation, Memphis, Tennessee -- to acquire Earle Bankshares, Inc., Earle, Arkansas, and First Southern Bank. Approved, June 7, 1994. New York Waterhouse Investor Services, Inc., New York, New York -- to acquire Waterhouse National Bank, White Plains, New York. Approved, June 10, 1994. BANK PREMISES Atlanta Bankers Bank, Atlanta, Georgia -- investment in bank premises. Approved, June 7, 1994. Kansas City Community Bank & Trust Company, Oklahoma City, Oklahoma -- investment in bank premises. Approved, June 8, 1994. H.2 JUNE 6, 1994 PAGE 10 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY CAPITAL STOCK Chicago Charter Bancorporation, Inc., Newport, Minnesota -redemption of shares. Returned, June 6, 1994. Kansas City Rose Hill Bancorp, Inc., Rose Hill, Kansas -redemption of shares. Approved, June 7, 1994. CHANGE IN BANK CONTROL Atlanta Peoples Community Bancshares, Inc., Colquitt, Georgia -- change in bank control. Permitted, June 7, 1994. Kansas City Rose Hill Bancorp, Inc., Rose Hill, Kansas -- change in bank control. Permitted, June 8, 1994. Dallas S.B.T. Bancshares, Inc., San Marcos, Texas -- change in bank control. Permitted, June 6, 1994. COMPETITIVE FACTORS REPORTS Chicago American Chartered Bank, Schaumburg, Illinois, proposed merger with American Chartered Bank of Lake Zurich, Lake Zurich, Illinois, and American Chartered Bank of Bartlett, Bartlett, Illinois -report on competitive factors. Submitted, June 8, 1994. Dallas Bedford National Bank, Bedford, Texas, proposed merger with First National Bank of Grapevine, Grapevine, Texas -- report on competitive factors. Submitted, June 9, 1994. Dallas Brownfield State Bank, Brownfield, Texas, proposed merger with American State Bank, Lubbock, Texas -report on competitive factors. Submitted, June 9, 1994. H.2 JUNE 6, 1994 PAGE 11 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS St. Louis Citizens Bank, Fulton, Kentucky, proposed acquisition of the assets and assumption of the liabilities to pay depositors of the Hickman, Kentucky, branch of Security Trust Federal Savings and Loan Association, Knoxville, Tennessee -- report on competitive factors. Submitted, June 6, 1994. Richmond Citizens Interim Savings and Loan Association of Mooresville, Inc., Wilson, North Carolina - - t o acquire through merger Citizens Savings Bank, Inc., SSB, Mooresville, North Carolina -- report on competitive factors. Submitted, June 6, 1994. Philadelphia Covenant Bank For Savings, Haddonfield, New Jersey, proposed acquisition, via merger, with Landis Savings Bank, S.L.A., Vineland, New Jersey -report on competitive factors. Submitted, June 8, 1994. Kansas City First National Bank Northeast, Lyons, Nebraska, proposed merger with The First National Bank of Hooper, Hooper, Nebraska -- report on competitive factors. Submitted, June 7, 1994. Secretary First National Bank of Boston, Boston, Massachusetts, proposed merger with Pioneer Financial, A Cooperative Bank, Malden, Massachusetts -- report on competitive factors. Submitted, June 9, 1994. Dallas First National Bank of New Boston, New Boston, Texas, proposed merger with American National Bank of Texarkana, Texarkana, Texas -- report on competitive factors. Submitted, June 9, 1994. Dallas First National Bank of South Texas, Rio Grande, Texas, proposed merger with New First National Bank of South Texas, San Antonio, Texas -- report on competitive factors. Submitted, June 6, 1994. H.2 JUNE 6, 1994 PAGE 12 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS Kansas City First Security Bank of Wyoming, Rock Springs, Wyoming, proposed merger with Star Valley State Bank, Afton, Wyoming -- report on competitive factors. Submitted, June 6, 1994. New York Fishkill National Bank & Trust Company, Poughkeepsie, New York, proposed merger with First National Bank of Rhinebeck, Rhinebeck, New York -- report on competitive factors. Submitted, June 9, 1994. Minneapolis Home Federal Savings Bank, Sioux Falls, South Dakota, proposed acquisition of the Brookings South Dakota office of First Federal Bank, fsb, Beresford, South Dakota -- report on competitive factors. Submitted, June 7, 1994. New York Hudson City Savings Institution, Hudson, New York, proposed purchase of certain assets and assumption of the liability to pay deposits made in the Rhinebeck Savings Bank, Millerton branch, Village of Millerton, Town of Northeast, New York -- report on competitive factors. Submitted, June 10, 1994. Chicago Lafayette Bank and Trust Company, Lafayette, Indiana, proposed merger with Bank of Reynolds, Reynolds, Indiana -- report on competitive factors. Submitted, June 6, 1994. St, Louis Meramec Valley Bank, Valley Park, Missouri, proposed merger with Meramec State Bank, Sullivan, Missouri -- report on competitive factors. Submitted, June 7, 1994. Boston Sandwich Cooperative Bank, Sandwich, Massachusetts, proposed acquisition of certain assets and assumption of certain liabilities in the 1029 Route 28, South Yarmouth, Massachusetts, branch of Northeast Savings, F.A., Hartford, Connecticut -report on competitive factors. Submitted, June 6, 1994. H.2 JUNE 6, 1994 PAGE 13 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS Chicago Southern Michigan Bank & Trust, Coldwater, Michigan, proposed acquisition of assets and assumption of liabilities of the Athens, Michigan, branch of Old Kent Bank-Southwest, Kalamazoo, Michigan -- report on competitive factors. Submitted, June 8, 1994. Chicago Union Federal Savings Bank of Indianapolis, Indiana, proposed acquisition and merger with Union Federal Savings Bank of Frankton, Frankton, Indiana -report on competitive factors. Submitted, June 8, 1994. EXTENSIONS OF TIME San Francisco First Security Corporation, Los Angeles, California - extensions to divest certain properties. Granted, June 7, 1994. Minneapolis Wabasha Holding Company, Inc., Wabasha, Minnesota -extension to September 9, 1994, to engage de novo in the purchase of participations in loans and / or loan pools collateralized with leases. Granted, June 8, 1994. Atlanta 1st United Bank, Boca Raton, Florida -- extension to September 9, 1994, to merge with Suburban Bank, Lake Worth, Florida. Granted, June 8, 1994. Richmond Chesapeake Bank, Kilmarnock, Virginia - - t o become a member of the Federal Reserve System. Approved, June 8, 1994. San Francisco Evertrust Bank, City of Industry, California -- to become a member of the Federal Reserve System. Returned, June 10, 1994. Richmond Fauquier Bank, Warrenton, Virginia -- to become a member of the Federal Reserve System. Approved, June 9, 1994. MEMBERSHIP H.2 JUNE 6, 1994 PAGE 14 TO JUNE 10, 1994 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY MEMBERSHIP St, Louis First Bank of Arkansas, Jonesboro, Arkansas - - t o become a member of the Federal Reserve System. Approved, June 8, 1994. Secretary First Knoxville Bank, Knoxville, Tennessee -(formerly First National Bank of Knoxville) to become a member of the Federal Reserve System. Approved, June 9, 1994. Kansas City First Mountain Bank, Leadville, Colorado (formerly First National Bank of Leadville) - - t o become a member of the Federal Reserve System. Approved, June 6, 1994. Chicago Illini Bank, Springfield, Illinois -- to become a member of the Federal Reserve System. Returned, June 8, 1994. Richmond Second Bank & Trust, Culpeper, Virginia - - t o become a member of the Federal Reserve System. Approved, June 8, 1994. RESERVE BANK SERVICES Director, FRBO Federal Reserve Bank of San Francisco - - t o modify the fee and fixed availability schedule for the collection of Country checks at San Francisco, to implement a City premium product at the Los Angeles Branch, and to implement incoming transportation relays. Approved, June 7, 1994. Director, FRBO Federal Reserve Bank of San Francisco -- to modify the Fine Sort Inclusion product by reducing the fees and eliminating the distinction between peak and off-peak products. Approved, June 9, 1994. H.2 JUNE 6, 1994 PAGE 15 ADDITIONS AND CORRECTIONS TO JUNE 10, 1994 ACTIONS TAKEN BY THE BOARD OF GOVERNORS GENERAL ACCOUNTING OFFICE Bank Insider Activities: Actions Needed to Address Significant Insider Management Deficiencies -letter concerning final report of the General Accounting Office. Approved, May 31, 1994. International Banking: Strengthening the Framework for Supervising International Banks -- letter concerning final report of General Accounting Office. Approved, May 23, 1994. ADDITIONS AND CORRECTIONS ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Chicago Republic Bancorp, Inc., Ann Arbor, Michigan -- to acquire Horizon Savings Bank, Beachwood, Ohio. Returned, June 3, 1994. COMPETITIVE FACTORS REPORTS Atlanta Allied Bank of Georgia, Thomson, Georgia, proposed merger with Bank of Jefferson County, Louisville, Georgia -- report on competitive factors. Submitted, May 31, 1994. Atlanta Allied Bank of Georgia, Thomson, Georgia, proposed merger with Citizens Bank and Trust, Evans, Georgia -- report on competitive factors. Submitted, June 1, 1994. Atlanta Farmers and Merchants Bank, Washington, Georgia, proposed merger with The Peoples Bank, Crawfordvile, Georgia -- report on competitive factors. Submitted, June 1, 1994. FEDERAL RESERVE BANK OF BOSTON A PPLIC A TIO N S SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Application Comment Period Ending Date Fleet Bank-NH, Nashua, New Hampshire - Section 9 application to establish a mobile off-premises electronic facility to be operated throughout the state of New Hampshire* Newspaper 06-10-94 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application Comment Period Ending Date Newspaper Atlantic Bancorp, Portland, Maine - 3(a)(1) application to acquire Citibank (Maine) N.A., South Portland, Maine* 07-01-94 Federal Register Not Yet Established SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Application Comment Period Ending Date NONE SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER OR NEWSPAPER NOTICE Application NONE *Subject to CRA. SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS Institution Examination Date Rating* * NONE **Rating Definitions: "0" - Outstanding; "S" - Satisfactory; - Needs to Improve; "SN" - Substantial Noncompliance. "N" Federal Reserve Bank of New York Comment Period Ending Date SECTION I Applications Subject to Newspaper ___________ Notice Only___________ Chemical Bank, New York, New York, to establish a branch at the New York Hilton Hotel, 1335 Avenue of the Americas, New York, New York.l/ 7/5/94 SECTION II Applications Subject to Both Newspaper and Federal Register Notice Banco Santander, S.A., Santander, Spain to acquire through its minority owned subsidiary, First Fidelity Bancorporation, Lawrenceville, New Jersey ("FFB"), 100 percent of the shares of First Inter-Bancorp Inc. and its subsidiary Mid-Hudson Savings Bank FSB, both of Fishkill, New York and thereby operate a savings association and for FFB's subsidiary, First Fidelity Bank, N.A., New York, Riverdale, New York to merge with Mid-Hudson Savings Bank FSB.l/ 7/8/94 2/ SECTION III Nonbanking Applications (Subject to Federal Register Notice Only) Banco Bilbao Vizcaya, S.A., Bilbao, Spain to retain its indirect investment in Probursa International Incorporated, New York, New York, a wholly-owned indirect subsidiary of of Grupo Financiero Probursa, S.A. de C.V. and thereby engage in full service brokerage, riskless principal, private placement and investment advisory activities. 6/30/94 SECTION IV Applications Not Involving ______ Public Comment______ No n e . SECTION V Availability of CRA Public Evaluations In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following group: Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighbor hoods, in a manner consistent with its resources and capabilities. Week Ending June 11f 1994 NAME OF BANK RATING EXAMINATION DATE |U>|tO|H None. / / / 4/ Subject to provisions of Community Reinvestment Act. Later of dates specified in newspaper and Federal Register notices. Date specified in newspaper notice; a later date may be specified in the Federal Register notice. Date specified in Federal Register notice; a later date may be specified in the newspaper notice. N/A - Not Available FEDERAL RESERVE BANK OF PHILADELPHIA SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Comment Period Ending Date First Executive Bank, Philadelphia, PA to establish a branch to be located at 4190 City Avenue, Philadelphia, PA, pursuant to Section 9 of the FR Act. 6/30/94 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE None. SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY None. 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 June 10, 1994. Identification of Ratings In connection with the assessment of each insured depository performance, a rating is assigned from the following groups: institution's CRA Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities• Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank/Location None Examination Date CRA Rating Federal R eserve Bank of C leveland P. O. BOX 6387 CLEVELAND. OHIO 44101-1387 APPLICATIONS BULLETIN (For the week ending June 11, 1994) SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Received prior notice from Integra Bank/Pittsburgh, Pittsburgh, Pennsylvania, on June 10, 1994, of its intent to establish CBCT facilities at Uni-Mart, 2858 Washington Road. Bridgeville, Pennsylvania; 9100 Babcock Boulevard, Pittsburgh, Pennsylvania; and Geneva College, 3200 College Avenue, Beaver Falls, Pennsylvania. *July 1, 1994 Received OAKAR application from KeyCorp, Cleveland, Ohio, on May 27, 1994, to acquire State Home Savings Bank, FSB, Bowling Green, Ohio, and merge it into Society Interim Savings Bank, Toledo, Ohio. *N ot Yet Known # Received application from the Citizens Savings Bank, Pemberville, Ohio, on June 6, 1994, to become a member o f the Federal Reserve System. *June 15, 1994 Received application from the Fifth Third Bank o f Western Ohio, Piqua, Ohio, on June 7, 1994, to become a member of the Federal Reserve System. *July 3, 1994 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Received Section 4 (c )(8 ) application from KeyCorp Cleveland, Ohio, on May 27, 1994, to acquire State Home Savings Bank, FSB, Bowling Green, Ohio. *F: July 8, 1994 Received Section 4 (c )(8 ) application from KeyCorp, Cleveland, Ohio, on May 27, 1994, to Society Interim *F: July 8, 1994 * - Subject to CRA N - Newspaper Comment Period F - Federal Register Comment Period # - Expected to end approximately 30 days from date o f application's receipt # # - Expected to end approximatley 18 days from date o f application's receipt Federal R eserve Bank of C leveland P. 0. BOX 6387 CLEVELAND, OHIO 44101-1387 Savings Bank, Toledo, Ohio. SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Received Section 4 (c )(8 ) application from Provident Bancorp, Inc., Cincinnati, Ohio, on May 23, 1994, of its intent to acquire a 50 percent partnership interest in West Shell Mortgage Company, Cincinnati, Ohio. June 24, 1994 SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE None * * - Subject to CRA N - Newspaper Comment Period F - Federal Register Comment Period # - Expected to end approximately 30 days from date o f application's receipt # # - Expected to end approximatley 18 days from date o f application's receipt AVAILABILITY OF CRA PUBLIC EVALUATIONS (June 10, 1994) / The following state member banks have been examined by the Federal Reserve Bank o f Cleveland for compliance with The Community Reinvestment Act. A public evaluation document became available from the bank(s) listed below during the week ended June 10, 1994. If you are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly. There are four descriptive ratings for CRA: OUTSTANDING: a bank in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs o f its entire delineated community, including lowand 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 o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IM PROVE: a bank in this group needs to improve its overall record of ascertaining and helping to meet the credit needs o f its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NON COM PLIANCE: a bank 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. NONE Federal Reserve Bank of Richmond Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date The George Mason Bank, Fairfax, Virginia, to establish a branch at 21037 Triple Seven Road, Sterling, Virginia.* 7-8-94 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 None. Section IV - Application Not Subject to Federal Register Notice or Newspaper Notice First Community Bank, Forest, Virginia, to invest in the Lynchburg Community Development Corporation, Lynchburg, Virginia. ^Application is subject to CRA requirements. Federal Reserve Bank of Richmond Availability of CRA Public Evaluations Week ending June 10, 1994 Definition of Ratings Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Examination Date____ The Forest Hill State Bank 130 South Bond Street Bel Air, Maryland 21014 3-21-94 Rating Outstanding Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending June 10. 1994 Section 1 - Applications Subject to Newspaper Notice Only Application Date Comment Period Ending Compass Bancshares, Inc. Birmingham, Alabama To acquire certain assets and assume certain liabilities of First Heights Bank, F.S.B., Houston, Texas, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act, as amended by the Federal Deposit Insurance Corporation Improvement Act of 1991. 07-08-94* Allied Bankshares, Inc Thomson, Georgia Through its wholly-owned subsidiary, Allied Bank of Georgia, Thomson, Georgia, to acquire certain assets and assume certain liabilities of First Savings Bank, F.S.B., Thomson, Georgia, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act, as amended by the Federal Deposit Insurance Corporation Improvement Act of 1991. 07-15-94* Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Date Alabama Bancorp Birmingham, Alabama After-the-fact change in control notice by Elton B. Stephens Charitable Lead Annuity Trust, to retain 36.6 percent of the outstanding shares of Alabama Bancorp, B irmingham, A1abama. SouthTrust Corporation Birmingham, Alabama Along with its subsidiary, SouthTrust USB, Inc., Birmingham, Alabama, to merge with University State Bank Corp., Tampa, Florida, and thereby directly acquire University State Bank, Tampa, Florida, pursuant to Section 3 ( a ) (5) of the Bank Holding Company A c t . Comment Period Ending 06-27-94* Federal Register 06-17-94* Federal Register *Subject to provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending June 10. 1994 Section 2 - Applications Subnect to Both Newspaper and Federal Register Notice Big Lake Financial Corporation Okeechobee, Florida After-the-fact change in control notice by Edwin E. Walpole, III, to retain 15.44 percent of the outstanding shares of Big Lake Financial Corporation, Okeechobee, Florida. Not yet available* Allied Bankshares, Inc. 06-30-94* Thomson, Georgia Federal Register To merge with Jefferson Bancshares, Inc., Louisville, Georgia, and thereby directly acquire the Bank of Jefferson County, Louisville, Georgia, pursuant to Section 3 ( a ) (5) of the Bank Holding Company Act. Allied Bankshares, Inc. Thomson, Georgia To acquire Citizens Bank & Trust, Evans, Georgia, pursuant to Section 3 ( a ) (3) of the Bank Holding Company Act. 06-30-94* Federal Register SouthTrust of Mississippi, Inc. 07-08-94* Biloxi, Mississippi Federal Register 1-BHC formation, The Jefferson Bank, Biloxi, Mississippi. *Subject to provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending June 10. 1994 Section 3 - Applications Subject to Federal Register Only Application Comment Period Ending Date SunTrust Banks, Inc. 06-60-94 Atlanta, Georgia To engage de novo, through a wholly-owned subsidiary, SunTrust Capital Markets, Inc., Atlanta, Georgia (Company), in certain nonbank activities. Specifically, Applicant proposes to make, service or acquire loans or other extensions of credit, to act as an investment or' financial advisor, to lease personal or real property, to arrange commercial real estate equity financing, to provide securities brokerage services and to underwrite and deal in government obligations and money market instruments, pursuant to Sections 225.25(b)(1),(4),(5),(14),(15) and (16) of Regulation Y, respectively. In addition, Applicant proposes to engage, through Company, in certain nonbank activities that have been approved by Board Order, but have not yet been added to the laundry list of permissible nonbank activities. Specifically, Applicant proposes to engage in the private placement of all types of debt and equity securities, see Bankers Trust New York Corporation. 75 Federal Reserve Bulletin 829 (1989) ("Bankers Trust"): J.P. Morgan & Company & Company Incorporated. 76 Federal Reserve Bulletin 26 (1990) ("J.P. Morgan"): to buy and sell all types of debt and equity securities on the order of customers as a "riskless principal", see Bankers Trust and J.P. Mor g a n ; and to underwrite and deal in municipal revenue bonds, mortgage-related securities, consumer-receivable related securities and commercial paper, see Citicorp. J.P. Morgan & Company Incorporated and Bankers Trust New York Corporation. 73 Federal Reserve Bulletin 473 (1987); Chemical New York Corporation e t . a l , 73 Federal Reserve Bulletin 731 (1987); as modified by Order Approving Modification to Section 20 Orders. 75 Federal Reserve Bulletin 751 (1989) Section 4 - Applications Not Subject to Federal Register Notice or Newspaper Notice Application First Commerce Corporation New Orleans, Louisiana Commitment waiver request. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending June 10. 1994 Section 10 - Availability of CRA Public Evaluations The CRA public evaluations of the insured depository institutions listed below became available during this week. Information about an institution's CRA evaluation may be obtained directly from the institution. In connection with the assessment of an institution's CRA performance, a rating is assigned from the following groups: Outstanding record of meeting community credit needs: An institution has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including lowand moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs: An institution has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs: An institution needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs: An institution has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Examina t ion Bank None. Rating Date Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Type Application Oakar Farmers State Bank of Breckenridge Breckenridge, Michigan Hemlock, Michigan Branch of Standard Federal Bank Troy, Michigan N - 6-9-94 Oakar M&I Mid-State Bank, N.A. Stevens Point, Wisconsin Valley Bank Western, F.S.B. Sparta, Wisconsin N - ** Member North Shore Community Bank & Trust Company Wilmette, Illinois (in organization) to become a member of the Federal Reserve System N - 6-17-94 Branch New Asia Bank Chicago, Illinois 8301 Cass Avenue •Darien, Illinois Branch Westby-Coon Valley State Bank Westby, Wisconsin 420 Commerce Street West Salem, Wisconsin Merger/Branch Old Kent Bank Elmhurst, Illinois Edgemark Bank-Lombard Lombard, Illinois Merchandise National Bank Chicago, Illinois Edgemark Bank-Rosemont Rosemont, Illinois Edgewood Bank Countryside, Illinois Oakar FSB Bancorp, Inc. Breckenridge, Michigan Hemlock, Michigan Branch of Standard Federal Bank Troy, Michigan N - 6-9-94 Branch State Bank of Freeport Freeport, Illinois 6833 Stalter Drive Freeport, Illinois N N 6-13-94 N - 6-27-94 N - ** 5-5-94 Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date T 1pe Application Y-2 Baylake Corp. Sturgeon Bay, Wisconsin Kewaunee County Banc-shares, Kewaunee, Wisconsin State Bank of Kewaunee Kewaunee, Wisconsin* FR - 5-31-94 N - 6-15-94 Inc Y-2 Comerica Incorporated Detroit, Michigan Lockwood Banc Group, Inc. Houston, Texas Lockwood National Bank Houston, Texas* FR - 5-31-94 N - 6-06-94 Y-2 Comerica Texas Incorporated Dallas, Texas Lockwood Banc Group, Inc. Houston, Texas Lockwood National Bank 'Houston, Texas* FR - 5-31-94 N - 6-06-94 Y-l Bellevue State Bank Employee Stock Ownership Plan Bellevue, Iowa Bellevue Service Company Bellevue, Iowa Bellevue State Bank Bellevue, Iowa* FR - 6-20-94 NP - ** CoC Dysart Bancshares, Inc. Dysart, Iowa Gordon H. Griffin Estate FR - ** NP - ** Y-2 Republic Bancorp, Inc. Ann Arbor, Michigan Horizon Savings Bank Beachwood, Ohio* FR - 6-13-94 N - 6-13-94 CoC Mid America Banks, Collins, Iowa Gary Hested Michael R. Rude J.C. Van Ginkel FR N 1 Inc. 6-09-94 5-18-94 Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Ending Date Type Application Y-2 Horizon Bancorp Employees Stock Ownership Plan Michigan City, Indiana Horizon Bancorp Michigan City, Indiana First Citizens Bank N.A. Michigan City, Indiana* FR - 6-20-94 NP - 6-15-94 Y-l AJJ Bancorp, Inc. Elkader, Iowa Central State Bank Elkader, Iowa* FR - 6-17-94 NP - ** Y- 1 First National Bancorp Fa r ragu t , Iowa First National Bank of Farragut Farragut, Iowa* FR - 6-24-94 NP - ** Y-l Wintrust Investments, Inc. Lake Forest, Illinois North Shore Community Bank & Trust Company (in organization)* Wilmette, Illinois FR - 6-27-94 NP - 6-17-94 Y-2 First of America Bank Corporation FR - 7-8-94 Kalamazoo, Michigan NP - ** First Park Ridge Corporation Chicago, Illinois Bank of Buffalo Grove Buffalo Grove, Illinois First State Bank and Trust Company of Park Ridge Park Ridge, Illinois* Y-l First of America Acquisition Company FR - 7-8-94 Park Ridge, Illinois NP - ** First Park Ridge Corporation Chicago, Illinois Bank of Buffalo Grove Buffalo Grove, Illinois First State Bank and Trust Company of Park Ridge Park Ridge, Illinois* Y-l St. Francis Capital Corporation Milwaukee, Wisconsin Valley Bank, East Central Kewaskum, Wisconsin* FR NP ** ** Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Ending Date Type Application Y-l Grant Park Bancshares, Inc. Alton, Illinois First National Bank of Grant Park Grant Park, Illinois* Y-2 Bank of Montreal FR - 6-17-94 Montreal, Canada NP - ** Suburban Bancorp, Inc. Palatine, Illinois Marengo State Bank Marengo, Illinois Suburban Bank of Hoffman-Schaumburg Schaumburg, Illinois Suburban Bank of Oakbrook Terrace Oakbrook Terrace, Illinois Suburban Bank of Barrington Barrington, Illinois Suburban Bank of Cary-Grove Cary, Illinois Suburban Bank of Rolling Meadows Rolling Meadows, Illinois •Suburban Bank of Westbrook Westchester, Illinois Suburban National Bank Aurora, Illinois Suburban National Bank of Elk Grove Village Elk Grove Village, Illinois Suburban National Bank of Palatine Palatine, Illinois State Bank of Woodstock Woodstock, Illinois State Bank of Huntley Huntley, Illinois Huntley Acquisition Corp. Huntley, Illinois Woodstock Acquisition Corp. Woodstock, Illinois Suburban Bank of Bartlett Bartlett, Illinois* FR - 6-20-94 NP - ** Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Ending Date Tyne Application Y Northwest Illinois Bancorp, Inc. Freeport, Illinois Tri-State Bank and Trust CompanyEast Dubuque, Illinois* Y-2 Bankmont Financial Corp. FR - 6-17-94 New York, New York NP - ** Harris Bankmont, In c . Chicago, Illinois Suburban Bancorp, Inc. Palatine, Illinois Suburban Bank of Hoffman-Schaumburg Schaumburg, Illinois Suburban Bank Oakbrook Terrace Oakbrook Terrace, Illinois Suburban Bank of Barrington Barrington, Illinois Suburban Bank of Bartlett Bartlett, Illinois •Suburban Bank of Cary-Grove Cary, Illinois Suburban Bank of Rolling Meadows Rolling Meadows, Illinois Suburban Bank of Westbrook Westchester, Illinois Suburban National Bank Aurora, Illinois Suburban National Bank of Elk Grove Village Elk Grove Village, Illinois Suburban National Bank of Palatine Palatine, Illinois State Bank of Woodstock Woodstock, Illinois State Bank of Huntley Huntley, Illinois Huntley Acquisition Corp. Huntley, Illinois Woodstock Acquisition Corp. Woodstock, Illinois Marengo State Bank Marengo, Illinois* FR - 7-8-94 NP - ** Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Comment Period Ending Date Type Application Y-l Harris Bankmont, Inc. FR - 6-17-94 Chicago, Illinois NP - ** Suburban Bancorp, In c . Palatine, Illinois Suburban National Bank Aurora, Illinois Suburban National Bank of Elk Grove Village Elk Grove Village, Illinois Suburban National Bank of Palatine Palatine, Illinois State Bank of Woodstock Woodstock, Illinois State Bank of Huntley Huntley, Illinois Huntley Acquisition Corp. Huntley, Illinois Woodstock Acquisition Corp. Woodstock, Illinois Marengo State Bank •Marengo, Illinois Suburban Bank of Hoffman-Schaumburg Schaumburg, Illinois Suburban Bank of Oakbrook Terrace Oakbrook Terrace, Illinois Suburban Bank of Barrington Barrington, Illinois Suburban Bank of Cary-Grove Cary, Illinois Suburban Bank of Rolling Meadows Rolling Meadows, Illinois Suburban Bank of Westbrook Westchester, Illinois Suburban Bank of Bartlett Bartlett, Illinois* Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice (Continued) Typ_e Application Y-2 First American Bank Group, Ltd. Fort Dodge, Iowa Hill Investment Company Jewell, Iowa Farmers State Bank Jewell, Iowa Story County Bancorporation Jewell, Iowa American State Bank A m e s , Iowa Agri Bancorporation Webster City, Iowa Farmers Bank & Trust Webster City, Iowa* Comment Period Ending Date FR - ** NP - ** Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date Type Application Y-4 First Midwest Corporation of Delaware Elmwood Park, Illinois Midwest One Mortgage Services, Inc. Melrose Park, Illinois FR - 6-6-94 4(c) (8) Horizon Bancorp Michigan City, Indiana Engage in lending activities FR - 6-15-94 4 (c) (8) Garrett Bancshares LTD. Bloomfield, Iowa Engage in the making of a loan to a principal of North Side of the Square, FR - 6-10-94 Inc. 4(c) (8) First of America Bank Corporation Kalamazoo, Michigan First of America Securities, Inc. Kalamazoo, Michigan - providing full service brokerage; fin. advice & 'underwriting & dealing in securities FR - 6-6-94 4 (c) (8) Firstbank of Illinois Co. Springfield, Illinois FFG Trust, Inc. Springfield, Illinois - engage in trust company activities FR - ** Y-4 Bellevue State of Employee Stock Ownership Plan Bellevue, Iowa Bellevue Insurance Agency Bellevue, Iowa - to engage in insurance activities FR - 6-20-94 4(c) (8) Peotone Bancorp, Inc. Peotone, Illinois To engage in data processing services FR - 6-22-94 4 ( C ) (8) Southwest Bancorp, Inc. Worth, Illinois To engage in data processing services FR - 6-22-94 4(c) (8) H P Holding Company Oak Park, Illinois Pullman Capital Corporation Mishawaka, Indiana To act as loan originator, packager, services & broker FR ** Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Pete Type Application 4 c) (8) Hawkeye Bancorporation Des Moines, Iowa Hawkeye Guaranteed Loans, Inc.Making, acquiring or servicing loans FR - ** 4(c) (8) ABN AMRO Bank N.V. Amsterdam, The Netherlands Engage in leasing activities thru Lease Plan (USA), Inc. FR - 6-29-94 4 (c) (8) ABN AMRO Holding N.V. Amsterdam, The Netherlands Engage in leasing activities thru Lease Plan (USA), Inc. FR 4(c) (8) Stichting Administratiekantoor ABN AMRO Holding Amsterdam, The Netherlands Engage in leasing activities thru 'Lease Plan (USA), Inc. FR - 6-29-94 4 (c) (8) Stichting Prioriteit ABN AMRO Holding Amsterdam, The Netherlands Engage in leasing activities thru Lease Plan (USA), Inc. FR - 6-29-94 Y-4 Northwest Illinois Bancorp, Inc. Freeport, Illinois Tri-State Insurance Agency Inc. East Dubuque, Illinois-to engage in general insurance agency FR - 7-8-94 Y-4 Bank of Montreal Montreal, Canada Government Pricing Information System, New York, New York FR - 6-27-94 Y-4 Y-4 Bankmont Financial Corp. New York, New York Government Pricing Information System, New York, New York First American Bank Group, Ltd. Fort Dodge, Iowa First American Credit Corporation Fort Dodge, Iowa Hill Land Company Fort Dodge, Iowa 6-29-94 In c . FR - 6-27-94 Inc. FR ** Federal Reserve Bank of Chicago Section IV - Applications Not Subject to Federal Register or Newspaper Notice Type Application RoS Premier Financial Services, Inc. Freeport, Illinois Redeem 100% of its Series C Perpetual Preferred Stock N FR * ** - Newspaper Federal Register Subject to Provisions of Community Reinvestment Act Not available at this time AVAILABILITY OF CRA PUBLIC EVALUATIONS The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance with the CRA. The 30business day period the bank has to make the evaluation public has lapsed during the week ending June 10, 1994. If you are interested in obtaining a copy of the evaluation document, please contact the bank(s) directly. Identification of Ratings 0 - An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighborhoods, in a manner consistent with its resources and capabilities. S - An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. NI - An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincomeneighborhoods, in a manner consistent with its resources and capabilities. SN - An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. BANK NAME/LOCATION EXAMINATION DATE RATINGS Liberty Bank 815 Water Street Box 1268 Milwaukee, WI 53202 (414) 223-8400 2/28/94 S Port Byron State Bank 124 North Main P.O. Box 627 Port Byron, IL 61275-0627 (309) 523-2161 3/7/94 S Markesan State Bank 84 North Bridge Markesan, WI 53946 (414) 398-2358 3/9/94 S AVAILABILITY OF CRA PUBLIC EVALUATIONS Page 2 BANK NAME/LOCATION Home Trust Savings Bank Osage, IA 50461 (515) 732-3763 EXAMINATION DATE 3/28/94 RATINGS S Federal Reserve Bank of St. Louis FOR THE WEEK ENDING JUNE 10, 1994 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End of Comment Period None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application End of Comment Period Section 3(a)(5) application by Old National Bancorp, Evansville, Indiana, to acquire O.C.B. Bancorp, Paoli, Indiana. Newspaper: 7-2-94 Section 3(a)(3) application by First Commercial Corporation, Little Rock, Arkansas, to acquire Kilgore First Bancorp, Inc., Kilgore, Texas. Newspaper: 7-10-94 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application End of Comment Period None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application None. This application is subject to CRA. End of Comment Period FEDERAL RESERVE BANK OF ST. LOUIS St. Louis, Missouri AVAILABILITY OF CRA PUBLIC DISCLOSURES Identification o f Ratings: Outstanding record o f meeting community credit needs A n institution in this group has an outstanding record of, and is a leader in, 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. Satisfactory record o f meeting community credit needs A n institution in this group has a satisfactory record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate- income neighborhoods, in a manner consistent with its resources and capabilities. Needs to im prove record o f meeting community credit needs A n 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 A n 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 Bank Address June 10, 1994 Examination Date Examination Rating FEDERAL RESERVE BANK OF MINNEAPOLIS 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 Application Comment Period Ending Date Norwest Financial Special Services, Inc., Des Moines, IA, To acquire 100% of the voting shares of Norwest Financial, Inc. Des Moines, IA, and thereby indirectly acquire Dial Bank, Sioux Falls, SD* Not yet available Keweenaw Financial Corporation Hancock, MI To acquire 100% of the outstanding shares of Commercial National Bank of L'Anse L'Anse, MI* Not yet available ^Subject to CRA FEDERAL RESERVE BANK OF MINNEAPOLIS Section III - Applications Subject to Federal Register Notice Only Application Comment Period Ending Date Norwest Financial Special Services, Inc. Des Moines, IA To engage in Consumer Finance; underwriting, as principal, and the sale, on an agency basis, of credit life, accident and health (disability) and involuntary unemployment insurance in connection with extensions of credit of Norwest and its subsidiaries; sale, on an agency basis, of property and credit related casualty insurance; sale, on an agency basis, of insurance products including, but not limited to, title insurance; insurance premium finance; credit cards; data processing services; accounts receivable financing (factoring); lease financing; commercial lending; operation of a collec tion agency; and fiduciary activities through the acquisition of Norwest Financial, Inc. Des Moines, IA, and Dial National Bank, Des Moines, IA Not yet available BNCCORP, Inc., Bismarck, ND To engage in providing to other data processing and data transmission services, facilities, data bases or access to such services, facilities, or data bases by any technical means, through the acquisi tion of JMS Systems, Inc., Bismarck, ND Not yet available BNCCORP, Inc., Bismarck, ND To engage de novo in providing management consulting advice to non-affiliated banks and nonbank depository institutions. The activity will be conducted in North Dakota, South Dakota, Montana and Minnesota Not yet available FEDERAL RESERVE BANK OF MINNEAPOLIS Section III - Applications Subject to Federal Register Notice Only Application (Continued) Norwest Corporation Minneapolis, MN To engage de novo in real estate and personal property appraising, through Norwest Mortgage, Inc. Des Moines, IA Comment Period Ending Date Not yet available FEDERAL RESERVE BANK OF MINNEAPOLIS Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Application Community First Bankshares, Inc. Fargo, ND Applicant has requested the termination of two commitments. FEDERAL RESERVE BANK OF MINNEAPOLIS Section V - Availability of CRA Public Evaluations week ending June 10, 1994 ASSIGNMENT OF RATING Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate -income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING Kanabec State Bank 124 East Maple Mora, MN 55051-1308 (612) 679-3131 March 7, 1994 Outstanding The State Bank of Townsend 400 Broadway Townsend, MT 59644-2332 (406) 266-3176 March 7, 1994 Outstanding Federal Reserve Bank of Kansas City SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY APPLICATION OMNIBANK Southeast, Denver, Colorado, for prior approval to merge with OMNIBANK Arvada, Arvada, Colorado, and OMNIBANK University Hills, Denver, Colorado, and to retain their b r anches. COMMENT PERIOD ENDING DATE Not Available SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION COMMENT PERIOD ENDING DATE Commerce Bancshares, Inc., Kansas City, Missouri, for prior approval to acquire 100 percent of the voting shares of Liberty Bancshares, Inc., Liberty, Missouri.* Not Available Consolidated Equity Corporation, Purcell, Oklahoma, for prior approval to become a bank holding company through the acquisition of First American Bank and Trust Company, Purcell, Oklahoma, and American National Bank, Woodward, Oklahoma.* Not Available Erick Bancshares, Inc., Erick, Oklahoma, for prior approval to become a bank holding company through the acquisition of 100 percent of the voting shares of Erick Bancorporation, Inc., Erick, O klahoma.* June 24, 1994 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY APPLICATION Consolidated Equity Corporation, Purcell, Oklahoma, for prior approval to engage in mortgage and secured lending, bond and certificate of deposit investments, and fixed asset ownership.* COMMENT PERIOD ENDING DATE Not Available Federal Reserve Bank of Kansas City SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE APPLICATION None. SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: Outstanding record of meeting community credit needs An institution in this group has an outstanding record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and 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. Bank/Location Exam Date None. ♦Application is subject to CRA. CRA Public Date CRA Rating FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF JUNE 6, 1994 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY APPLICATION NOTICE EXP None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION Change in Control Notice by First Bancshares of Texas, Inc., Employee Stock Ownership Plan, Tomball, TX, to acquire an interest in First Bancshares of Texas, Inc., Tomball, TX (Previously reported during the week of 94/05/02) ♦Section 3(a)(3) application by Central Financial Bancorp, Inc., Lorena, TX, to acquire Bank of Troy, Troy, TX (Previously reported during the week of 5-2-94) ♦Section 3(a)(3) application by Central Delaware Financial Bancorp, Inc., Dover, DE, to acquire Bank of Troy, Troy, TX (Previously reported during the week of 5-2-94) ** NOTICE EXP 94/06/21 94/05/29 94/05/29 ♦Section 3(a)(1) application by Jones Partners, Ltd., La Feria, TX, to acquire Lower Rio Grande Valley Bancshares, Inc., La Feria, TX, and First National Bank of La Feria, La Feria, TX 94/06/30 ♦Section 3(a)(1) application by Heritage Eagle Corp., Red Oak, TX, to acquire Heritage Bank, Red Oak, TX 94/06/24 Change in Control Notice by George W. Moody, White Oak, TX, to acquire an interest in First White Oak Bancshares, Inc., White Oak, TX N/A ♦Section 3(a)(1) application by Citizens State Bank Employee Stock Ownership Plan, Buffalo, TX, to acquire Citizens State Bank, Buffalo, TX N/A *Section 3(a)(1) application by Lindale Delaware Corporation, Dover, DE, to acquire Lindale State Bank, Lindale, TX N/A ♦Section 3(a)(3) application by Longview Financial Corporation, Longview, TX, to acquire First State Bank, Van, TX N/A ♦Section 3(a)(3) application by Longview Delaware Corporation, Dover, DE, to acquire First State Bank, Van, TX N/A ♦Section 3(a)(3) application by Overton Financial Corporation, Overton, TX, to acquire Longview Delaware Corporation, Dover, DE; Lindale Delaware Corporation, Dover, DE; Longview Financial Corporation, Longview, TX; Longview Bank & Trust Company, Longview, TX; and First State Bank, Van, TX N/A ♦Section 3(a)(3) application by Overton Delaware Corporation, Dover, DE, to acquire Longview Delaware Corporation, Dover, DE; Longview Financial Corporation, Longview, TX; Longview Bank & Trust Company, Longview, TX; and First State Bank, Van, TX N/A 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 JUNE 6. 1994 Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to Improve record of meeting community credit needs. An institution in this group need to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial Noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank Date of Examination Crowell State Bank 100 E. Commerce P. 0. Box 359 Crowell, Texas 79227 94/02/28 CRA Ratinq Satisfactory FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 6/10/94 Section I - Applications Subject to Newspaper Notice Only A d d Iication Comment Period Ending Date Mid-Peninsula Bank, Palo Alto, California, to merge with WestCal National Bank, San Mateo, California. * Newspaper: Not available First Interstate Bank of California, Los Angeles, California to merge with Sacramento Savings Bank, and Central Valley Security Company, both of Sacramento, California. * Newspaper: 7/08/94 Section II - Applications Subject to Both Newspaper and Federal Register Notice Vancouver Bancorp, Vancouver, Washington, to become a bank holding company by acquiring Bank of Vancouver, Vancouver, Washington. * Newspaper: 6/24/94 Fed. Rea.: 7/05/94 D.L. Evans Bancorp, Burley, Idaho, to become a bank holding company by acquiring D.L. Evans Bank, Burley, Idaho. * Newspaper: 6/13/94 Fed. Req.: 7/07/94 Heritage Oaks Bancorp, Paso Robles, California, to become a bank holding company by acquiring Heritage Oaks Bank, Paso Robles, California. * Newspaper: 6/17/94 Fed. Req.: 7/07/94 San Mateo County Bancorp, San Mateo, California, to acquire Mid-Peninsula Bank, Palo Alto, California. * Newspaper: Not available Fed. Req.: 7/05/94 Section III - Applications Subject to Federal Register Notice Only None 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 6/10/94 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institution(s) below became available during the week ending June 10, 1994. 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 resources and capabilities Substantial noncompliance in meeting community credit needs: An institution has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- to moderateincome neighborhoods, in a manner consistent with its resources and capabilities