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ANNOUNCEMENT BY BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM H.2, 1964 No. 9 Actions of the Board; Applications and Reports Received During the Week Ending March 3, 1984 APPLICABLE RESERVE BANK ACTIONS OF THE BOARD Statement by Chairman Paul A. Volcker before the Senate Budget Committee to discuss monetary and fiscal policies. Sun Bank of Tampa Bay, Tampa, Florida, an investment in bank premises (Director, Division of Banking Supervision and Regulation) ]_/ New York First Interim Bank of Long Island, N.A., Glen Head, New York, proposal to merge with the First National Bank of Long Island, Glen Head, New York; report to the Comptroller of the Currency on competitive factors. J_/ New York Key Bank of Southeastern New York, N.A., Chester, New York, proposal to merge with the First National Bank of Red Hook, Red Hook, New York; report to the Comptroller of the Currency on competitive factors. J_/ New York Key Bank of Western New York, N.A., Wellsville, New York, proposal to purchase 22 branch offices of the Bank of New York, New York, New York; report to the Comptroller of the Currency on competitive factors. ]_/ New York Long Island Trust Company, N.A., Garden City, New York, proposal to acquire certain assets and assume certain liabilities of a branch office of the Dime Savings Bank of New York, F.S.B., New York, New York; report to the Comptroller of the Currency on competitive factors. New York 1/ Bank of New York, New York, New York, extension of time to March 1, 1985, within which to establish a branch in the vicinity of the intersection of Anderson Hill Road and Lincoln Avenue, Town of Harrison, New York. 1/ Application processed on behalf of the Board of Governors under delegated authority. ]_/ H.2, 1984 No. 9 - 2 ACTIONS OF THE BOARD - Continued Philadelphia Merchants of Shenandoah Dan-Corp, Shenandoah, Pennsylvania, extension of time to May 29, 1984, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of The Merchants National Bank, Shenandoah, Pennsylvania. J_/ Philadelphia NCB Financial Corporation, Williamsport, Pennsylvania, extension of time to June 1, 1984, within which to acquire Tri-County National Bank, Middleburg, Pennsylvania. V Richmond First Virginia Bank - Eastern Shore, Onancock, Virginia, extension of time to April 6, 1984, within which to merge with The Peoples Trust Bank, Exmore, Virginia. ]_/ Richmond New Rock Hill National Bank, Rock Hill, South Carolina, an organizing bank, proposed merger with Rock Hill National Bank, Rock Hill, South Carolina; report to the Comptroller of the Currency on competitive factors. 1/ Richmond Bank of Goochland, Goochland, Virginia, an investment in bank premises. 1/ Atlanta Southeast of time Bank of de novo Atlanta Peoples Bartow Corporation, Taylorsville, Georgia, extension of time to June 1, 1984, within which to become a bank holding company through the acquisition of Peoples Bank of Bartow County, Taylorsville, Georgia. 1/ Chicago Warren Bank, Warren, Michigan, an investment in bank premi ses. ]_/ Chicago Davenport Bank and Trust Company, Davenport, Iowa, an investment in bnak premises. 1/ Chicago LSNB Bank, National Association, LaSalle, Illinois, proposal to merge with LaSalle National Bank, LaSalle, Illinois, under the charter of LSNB Bank, National Association and title of LaSalle National Bank; report to the Comptroller of the Currency on competitive factors. 1/ ]J Banking Corporation, Miami, Florida, extension to June 9, 1984, within which to acquire Southeast St. Johns, Ponte Vedra Beach, Florida, a bank. 1/ Application processed on behalf of the Board of Governors under delegated authority. - 3 - H.2, 1984 No. 9 ACTIONS OF THE BOARD - Continued Chicago Oceana County Savings Bank, Hart, Michigan, proposal to merge with New Oceana Bank, Hart, Michigan, under the charter and title of The Oceana County Savings Bank; report to the Federal Deposit Insurance Corporation on competitive factors. y Chicago FNR National Bank, Rochester, Indiana, proposal to merge with The First National Bank of Rochester, Rochester, Indiana, under the charter of FNR National Bank, and title of The First National Bank of Rochester; report to the Comptroller of the Currency on competitive factors, y Chicago Hinsdale Bancshares, Inc., Hinsdale, Illinois, extension of time to April 1, 1984, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of the successor by merger to Bank of Hinsdale, Hinsdale, Illinois, y Chicago Chicago First Sioux Bancshares, Ltd., Sioux Center, Iowa, extension of time to June 7, 1984, within which to become a bank holding company through the acquisition of 100 percent of the voting shares of the successor by merger to The First National Bank of Sioux Center, Sioux Center, Iowa, y NBD Bancorp, Inc., Detroit, Michigan, extension of time to May 29, 1984, within which to acquire 100 percent of the voting shares of the successor by consolidation to Pontiac State Bank, Pontiac, Michigan, y Chicago Comerica Incorporated, Detroit, Michigan, extension of time to May 29, 1984, within which to acquire 25 percent or more of the voting shares of Pontiac State Bank, Pontiac, Michigan. 1/ St. Louis State Bank of Virden, Virden, Illinois, proposal to merge with SBV Bank, Virden, Illinois; report to the Federal Deposit Insurance Corporation on competitive factors, y St. Louis First American National Bank of Jackson, Jackson, Tennessee, proposal to merge with First American Nationl Bank of Milan, Milan, Tennessee, and First American National Bank of Obion County, Union City, Tennessee; report to the Comptroller of the Currency on competitive factors, y 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No . 9 - 4 ACTIONS OF THE BOARD - Continued Kansas City Gering National Bank and Trust Company, Gering, Nebraska, proposal to merge with Pioneer Savings Company, Gering, Nebraska, under the charter and title of Gering National Bank and Trust Company, Gering, Nebraska; report to the Federal Deposit Insurance Corporation on competitive factors. y Kansas City First National Bank of Grand Island, Grand Island, Nebraska, proposal to merge with First Savings Company of Grand Island, Grand Island, Nebraska, under the charter and title of the First National Bank of Grand Island, report to the Federal Deposit Insurance Corporation on competitive factors, y Kansas City Bank of the Valley, Bellwood, Nebraska, proposal to acquire assets and liabilities of Bellwood Cooperative Credit Association, Bellwood, Nebraska, under the charter and title of Bank of the Valley, Bellwood, Nebraska; report to the Federal Deposit Insurance Corporation on com petitive factors. 1/ y Application processed on behalf of the Board of Governors under delegated authority. 5 H.2, 1984 No. 9 ACTIONS OF THE BOARD - Continued To Establish a Domestic Branch Pursuant to Section 9 of the Federal Reserve Act New York Approved The Bank of New York, New York, New York. To establish an offsite electronic facility at Reader's Digest Association, Inc., Leonard Park Office Plaza, Building #3, 100 South Bedford Road, Village of Mount Kisco, Westchester County, New York. ]_/ New York The Bank of New York, New York, New York. To establish a branch at 610 Broad Hollow Road, Melville, Suffolk County, New York. ]_/ New York Manufacturers Hanover Trust Company, New York, New York. To establish an offsite electronic facility to be located within the Delta Airlines Terminal Building - "Delta Flight Center-Laguardia" in Laguardia Airport, Flushing, Queens, New York. ]_/ Atlanta The Peoples Bank and Trust Company, Selma, Alabama. To establish a branch at the Satterfield Plaza Shopping Center, Selma, Alabama. ]_/ Atlanta Sun Bank of Ocala, Ocala, Florida. To establish a branch at State Road 200 at 1-75, Marion County, Florida. ]_/ San Franci sco Valley Bank and Trust Company, Salt Lake City, Utah. To establish a branch office in the vicinity of 300 West and South Temple Streets in Salt Lake City, Utah. 1/ * * * ★ * Applications and Notifications for International Investments and Other Actions Pursuant to Sections 25 and 25(a) of the Federal Reserve Act and Sections 4(c)(9), 4(c)(13) and 4(c)(14) ____________ of the Bank Holding Company Act of 1956, as amended_________ New York 1/ Approved Citicorp International Trading Company, Inc., New York, New York, no objection by Citicorp, New York, New York, for Citicorp International Trading Company, Inc., ("CITC") to engage in freight forwarding. Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 6 - ACTIONS OF THE BOARD - Continued Cleveland Richmond Richmond Society Corporation, Cleveland, Ohio: no objection of its intent to acquire 28.6 percent of the shares of Export Partnership for International Trade, Inc., Cleveland, Ohio. Forty-Five Day Notification Period Waived Equitable Bancorporation, Baltimore, Maryland, no objection to establish a wholly-owned offshore funding vehicle to be named Equitable Overseas Finance, Curacao, Netherlands Antilles. Equitable Bank, National Association, Baltimore, Maryland: no objection to establish Equitable Bank (Bahamas) Limited, Nassau, Bahamas. * * * * * To Form a Bank Holding Company Pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956 Boston Approved First of Boston Holding Corporation, Boston, Massachusetts, for approval to acquire 100 percent of the shares of the successor by merger to Casco-Northern Corporation, Portland, Maine and indirectly acquire Casco Northern Bank N.A., Portland, Maine. Boston First Coastal Banks, Inc., Portsmouth, New Hampshire, for approval to acquire 100 percent of the voting shares of the First National Bank of Portsmouth, Portsmouth, New Hampshire. J_/ Boston NTC Corp., Nashua, New Hampshire, for approval to acquire 100 percent of the voting shares of Nashua Trust Company, Nashua, New Hampshire. ]_/ Boston Woburn National Corporation, Woburn, Massachusetts, for approval to acquire 100 percent of the voting shares of Woburn National Bank, Woburn, Massachusetts. 1/ V Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 7 ACTIONS OF THE BOARD - Continued Philadel phi a Citizens Financial Services, Inc., Mansfield, Pennsylvania, for approval to acquire 100 percent of the voting shares of First Citizens National Bank, Mansfield, Pennsylvania. J/ Philadelphia Upper Valley Bancorp, Inc., Olyphant, Pennsylvania, for approval to acquire 100 percent of the voting shares of The National Bank of Olyphant, Olyphant, Pennsylvania. 1_/ Richmond F&M Bank Corp., Timberville, Virginia, for approval to acquire 100 percent of the voting shares of the successor by merger to Farmers and Merchants Bank of Rockingham, Timberville, Virginia. 1/ Richmond Liberty Bancorp, Inc., Charleston, South Carolina, for approval to acquire at least 80 percent of the voting shares of Liberty National Bank, Charleston, South Carolina. !_/ Atlanta Bunkie Bancshares, Inc., Bunkie, Louisiana, for approval to acquire at least 80 percent of the voting shares of Bunkie Bank and Trust Company, Bunkie, Louisiana. 1_/ Atlanta Teche Bancshares, Inc., St. Martinville, Louisiana, for approval to acquire at least 67 percent of the voting shares of Teche Bank & Trust Co., St. Martinville, Louisiana. V Atlanta United Security Bancshares, Inc., Canton, Georgia, for approval to acquire at least 91.1 percent of the voting shares of the United Security Bank, Sparta, Georgia. 1/ Chicago Decatur Financial, Inc., Decatur, Indiana, for approval to acquire 100 percent of the voting shares of Decatur Bank and Trust Company, Decatur, Indiana. J_/ Chicago Greencastle Bancorp, Inc., Greencastle, Indiana, for approval to acquire at least 80 percent of the voting shares of Greencastle Investment Corporation, Greencastle, Indiana, and indirectly acquire First Citizens Bank and Trust Company, Greencastle, Indiana. 1/ Chicago Iowa First Bancshares Corp., Muscatine, Iowa, for approval to acquire 100 percent of the voting shares of First National Bank of Muscatine, Muscatine, Iowa, and at least 80 percent of First National Bank in Fairfield, Fairfield, Iowa. 1/ 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 8 ACTIONS OF THE BOARD - Continued Chicago S.B. Corporation, Wisconsin Rapids, Wisconsin, for approval to acquire The Wood County National Bank of Wisconsin Rapids, Wisconsin Rapids, Wisconsin and at least 31 percent of the voting shares of WCN Bancorp, Inc., Wisconsin Rapids, Wisconsin (formerly Fort Bancorp, Inc.) and indirectly acquire The Bank of Fort Atkinson, Fort Atkinson, Wisconsin. ]_/ Chicago West Bancorporation, West Des Moines, Iowa, for approval to acquire 100 percent of the voting shares of West Des Moines State Bank, West Des Moines, Iowa and Woods Mill Forty Bank, St. Louis County, Missouri. St. Louis Mega Bancshares, Inc., St. Louis, Missouri, for approval to acuqire 100 percent of the voting shares of Santa Ana Bancorp, Inc., St. Ann, Missouri and indirectly 98.75 percent of Bank of St. Ann, St. Ann, Missouri. y St. Louis NSB, Inc., Metropolis, Illinois, for approval to acquire at least 86.96 percent of the voting shares of The National State Bank of Metropolis, Metropolis, Illinois. ]_/ St. Louis Second Illinois Bancorp, Inc., Manchester, Missouri, for approval to acquire 88.16 percent of First Bank and Trust Company in Greenville, Greenville, Illinois; 90.67 percent of The Farmers and Merchants Bank of Vandalia, Vandalia, Illinois; and 84.26 percent of First National Holding Corporation of O'Fallon, O'Fallon, Illinois, which holds 83.30 percent of First Bank and Trust Company of O'Fall on, O'Fall on, Illinois. J_/ Minneapolis Elkton Bancshares, Inc., Elkton, Minnesota, for approval to acquire 100 percent of the voting shares of Farmers State Bank of Elkton, Elkton, Minnesota, y Kansas City Intra Financial Corp., Clyde, Kansas, for approval to acquire at least 80 percent of the voting shares of The Exchange Bank of Clyde, Clyde, Kansas, y Kansas City Roxbury Bancshares, Inc., Roxbury, Kansas, for approval to acquire 96 percent of the voting shares of Roxbury State Bank, Roxbury, Kansas. J_/ Kansas City Shickley State Company, Shickley, Nebraska, for approval to acquire at least 96.07 percent of the voting shares of Shickley State Bank, Shickley, Nebraska. U Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 9 ACTIONS OF THE BOARD - Continued Dal las Continental Bancshares, Inc., Dallas, Texas, for approval to acquire 100 percent of the voting shares of Bank of Arlington, Arlington, Texas; Mockingbird Bancshares, Inc. (formerly Continental Bancshares), Dallas, Texas; and indirectly Bank of Texas, Dallas, Texas; and Wynnewood Bancshares, Inc., Dallas, Texas, and indirectly Wynnewood Bank & Trust, Dallas, Texas. Dal 1as Herring Bancorp, Inc., Vernon, Texas, for approval to acquire at least 80 percent of the voting shares of The Herring National Bank of Vernon, Vernon, Texas. 1/ Dallas Prosperity Bancshares, Inc., Edna, Texas, for approval to acquire 100 percent of the voting shares of Allied First Bank, Edna, Texas. 1/ Dallas Tensas Bancshares, Inc., NewelIton, Louisiana, for approval to acquire at least 80 percent of the voting shares of Tensas State Bank, Newellton, Louisiana. 1/ San Francisco ENB Holding Company, Escondido, California, for approval to acquire at least 80 percent of the voting shares of Escondido National Bank, Escondido, California. 1_/ San Francisco HNB Financial Group, Huntington Beach, California, for approval to acquire 100 percent of the voting shares of the successor by merger to Huntington National Bank, Huntington Beach, California. ]_/ * * * * * To Expand a Bank Holding Company Pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956 Boston Atlanta T7 ~ Approved Bank of Boston Corporation, Boston, Massachusetts, for approval to acquire indirectly 100 percent of the shares of the successor by merger to Casco-Northern Corporation, Portland, Maine and indirectly acquire Casco Northern Bank N.A., Portland, Maine. Trust Company of Georgia, Atlanta, Georgia, for approval to acquire 100 percent of the voting shares of F.N.B.I.W. Financial Corporation, Waycross, Georgia and indirectly First National Bank in Waycross, Waycross, Georgia. J_/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 10 ACTIONS OF THE BOARD - Continued Chicago The Baraboo Bancorporation, Inc., Baraboo, Wisconsin, for approval to acquire at least 80 percent of the voting shares of Viroqua Bankshares, Inc., Viroqua, Wisconsin, and indirectly acquire State Bank of Viroqua, Viroqua, Wisconsin. 1/ Chicago Financial National Bancshares, Co., Elgin, Illinois, for approval to acquire 100 percent of the voting shares of The Larkin Bank, Elgin, Illinois. J_/ Chicago Mahaska Investment Company, Oskaloosa, Iowa, for approval to acquire 100 percent of the voting shares of Mahaska State Bank, Oskaloosa, Iowa. J_/ Chicago Midwest Financial Group, Inc., Peoria, Illinois, for approval to acquire 100 percent of the voting shares of Pioneer Bank of Peoria, Peoria, Illinois. J_/ Chicago River Valley Bancorporation, Rothschild, Wisconsin, for approval to acquire at least 80 percent of the voting shares of New London National Bank, New London, Wisconsin. 1_/ Chicago WCN Bancorp, Inc., Wisconsin Rapids, Wisconsin (formerly Fort Bancorp, Inc., Fort Atkinson, Wisconsin), for approval to acquire at least 80 percent of the voting shares of The Wood County National Bank of Wisconsin Rapids, Wisconsin Rapids, Wi sconsi n . _]_/ St. Louis Sharp Bancshares, Inc., Cave City, Arkansas, for approval to acquire at least 80 percent of the voting shares of Bank of Evening Shade, Evening Shade, Arkansas. V Mi nneapoli s American National Agency, Inc., Nashwauk, Minneaota, for approval to acquire an additional 35 percent of American National Bank, Nashwauk, Minnesota. J_/ Minneapolis First State Banking Corporation, Alcester, South Dakota, for approval to acquire an additional 75.98 percent of the voting shares of State Bank of Alcester, Alcester, South Dakota. Kansas City Clark Bancshares, Inc., Clarks, Nebraska, for approval to acquire 51 percent of the voting shares of Tereco, Inc., Silver Creek, Nebraska and indirectly Farmers State Bank, Silver Creek, Nebraska. 1/ 1_/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 11 ACTIONS OF THE BOARD - Continued Kansas City Security Corporation, Duncan, Oklahoma, for approval to acquire at least 52.37 percent of the voting common shares of Cache Road National Bank of Lawton, Lawton, Oklahoma. ]_/ Dal las City National Bancshares, Inc., Carrollton, Texas, for approval to acquire at least 80 percent of the voting shares of Trinity Mills National Bank, Carrollton, Texas, a proposed new bank. J_/ Dallas First Bancorporation of Cleveland, Cleveland, Texas, for approval to acquire 100 percent of the voting shares of First National Bank of Atascocitia, Humble, Texas, a proposed new bank. J_/ Dallas Fresnos Bancshares, Inc., Los Fresnos, Texas, for approval to acquire at least 80 percent of the voting shares of Sunrise Bank, Brownsville, Texas. 1/ * * * * * To Expand a Bank Holding Company Pursuant to Section 3(a)(5) of the Bank Holding Company Act of 1956 Approved Southern Bancshares, Inc., Atlanta, Georgia, for approval to merge with F.N.B.I.W. Financial Corporation, and indirectly acquire First National Bank in Waycross, both of Waycross, Georgia. 1/ Atlanta * * * * * To Expand a Bank Holding Company Pursuant to Section 4(c)(8) of the Bank Holding Company Act of 1956 Kansas City 1/ Withdrawn Mid-Continent Corporation, Kansas City, Missouri, for approval to acquire 100 percent of the voting shares of Rocky Mountain Mortgage and Investment Company, Leadville, Ohio, which engages in the origination and sale of mortgage loans. Application processed on behalf of the Board of Governiors under delegated authority. H.2, 1984 No. 9 - 12 - ACTIONS OF THE BOARD - Continued St. Louis Approved Mega Bancshares, Inc., St. Louis, Missouri, for approval to engage in the insurance business presently conducted by Santa Ana Agency, St. Ann, Missouri. _]/ St. Louis Union Planters Corporation, Memphis, Tennessee, for approval to acquire Infoware Corporation, Nashville, Tennessee, which is engaged in leasing, data processing and management consulting activities. J_/ Minneapolis Norwest Corporation, Minneapolis, Minnesota, for approval to engage de novo, through its subsidiaries, Norwest Financial Massachusetts, Norwest Financial Maryland, Inc. and Norwest Financial Leasing, Inc., in the sale of property and casualty insurance in connection with extensions of credit by these subsidiaries. Kansas City Clark Bancshares, Inc., Clarks, Nebraska, for approval to engage in general insurance agency activities in a town with a population of less than 5,000 indirectly through Tereco, Inc., Silver Creek, Nebraska. 1/ San Francisco Boston New York J/ 3/ Delayed Business Bancorp, San Jose, California, notification of intent to engage in de novo activities (engaging in community development activities in accordance with the Board's Regulation Y) these activities will be conductd in the State of California, through its subsidiary, Bancorp BIDCO (3/2/84) Permitted Old Stone Corporation, Providence, Rhode Island, notification of intent to engage in de novo activities (in the arranging for third parties for the financing of commercial income property loans) this activity would be conducted in the cities of Seattle, Washington; Portland, Oregon and Sacramento, California, through its subsidiary, Old Stone Mortgage Corporation (3/3/84) V Citicorp, New York, New York, requests permission to establish two de novo offices engaging in the following activities (the making or acquiring of Application processed on behalf of the Board of Governors under delegated authority. 4(c)(8) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 13 ACTIONS OF THE BOARD - Continued loans and other extensions of credit, secured or unsecured, for consumer and other purposes; the sale of credit related life and accident and health insurance by licensed agents or brokers, as required; the sale of consumer oriented financial management courses; the servicing, for any person, of loans and other extensions of credit; the making, acquiring, and servicing, for its own account and for the account of others, of extensions of credit to individuals secured by liens on residential or non-residential real estate; the sale of mortgage life and mortgage disability insurance directly related to extensions of mortgage loans) at 6230 Fairview Road, Charlotte, North Carolina, through its subsidiaries, Citicorp Person-to-Person Financial Center, Inc. (North Carolina) and Citicorp Homeowners, Inc. (2/27/84) 3/ Philadelphia NCB Financial Corporation, Williamsport, Pennsylvania, notification of intent to engage in de novo activities (in underwriting, as reinsurer, credit TT7e and accident and health insurance directly related to extensions of credit by Northern Central Bank) these activities will be conducted from offices located in Williamsport, Pennsylvania, serving the State of Pennsylvania, through its subsidiary, Northern Central Life Insurance Company (3/1/84) 3/ Atlanta Central Bank Shares,Inc., Orlando, Florida, notification of intent to engage in de novo activities (in the sale, support and development of financial institution soft ware) these activities would be conducted in the Sixth Federal Reserve District, through its subsidiary, Software Development, Inc. (3/1/84) V Minneapolis Norwest Corporation, Minneapolis, Minnesota, notification of intent to retain shares in its indirect subsidiary, Norwest Modern Home Capital, Inc., and thereby to engage nationwide in a general residential manufactured housing finance business, including origination of such loans, the purchase of these loans from affiliated banks and from others, the assembly of loans into blocks for investors, the sale and servicing of these loans, and the placement of inventory financing [floorplan financing] for manufactured housing dealers with a qualified lender or lenders (2/29/84) 2J 3/ ~~ 4(c)(8) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 14 ACTIONS OF THE BOARD - Continued Dal 1as Ranco Bancshares, Inc., Spur, Texas, notification of intent to engage in de novo activities (making and acquiring of commercial and installment loans including the extension of direct loans to consumers and the purchase and sale of loan participations) these activities would be conducted in the State of Texas only (3/2/84) 3/ San Francisco BankAmerica Corporation, San Francisco, California, notification of intent to engage in de novo activities (in the activities of securities brokerage, consisting principally of buying and selling securities solely upon the order and for the account of customers, and of extending margin credit in conformity with Regulation T) at 25 Cannon Street, London, England, having a worldwide geographic service area, through its subsidiary, Charles Schwab & Co., Inc. (a California corporation) (3/3/84) 3/ San Francisco BankAmerica Corporation, San Francisco, California, notification of intent to engage in de novo activities (in data processing activities pursuant to Sections 225.4(a)(8) and 225.123(e) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act, including providing for the internal operations of BankAmerica Corporation and its subsidiaries and to others data processing and transmission services, data bases or facilities and access to such services, data bases or facilities by any technologically feasible means, and other activities incidental thereto) these activities will be conducted in all fifty States and the District of Columbia, through its subsidiary, Decimus Corporation (a California corporation) (2/26/84) 3/ * * * * * Redemption of Shares Atlanta Approved FPB Corporation, Gallatin, Tennessee. 1/ ]_/ Application processed on behalf of the Board of Governors under 3/ delegated authority. 4(c)(8) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1984 No. 9 - 15 ACTIONS OF THE BOARD - Continued Chicago Southern Wisconsin Banchsares Corporation, Mineral Point, Wi sconsin. ]_/ Kansas City Smith Center Bancshares, Inc., Smith Center, Kansas. Kansas City Wausa Banshares, Inc., Wausa, Nebraska. 1/ 1/ Application processed on behalf of the Board of Governors under delegated authority. ]J H.2, 1984 No. 9 16 APPLICATIONS RECEIVED To Establish a Domestic Branch Pursuant to Section 9 of the Federal Reserve Act Cleveland Toledo Trust Company, Toledo, Ohio. To establish a drive-up branch at 3232 Executive Parkway, Lucas County, Toledo, Ohio, and to establish an off-site electronic facility at the University of Toledo Student Union, 2801 West Bancroft Street, Toledo, Ohio. 2/ Richmond Arlington Bank, Arlington, Virginia. To establish a branch at 1550 Wilson Boulevard, Arlington, Virginia. 2/ Atlanta Orange State Bank, Miami, Florida. To establish a branch located at 8900 Biscayne Blvd., Miami Shores, Florida. 2/ Applications and Notifications for International Investments and Other Actions Pursuant to Sections 25 and 25(a) of the Federal Reserve Act and Sections 4(c)(9), 4(c)(13) and 4(c)(14) __________ of the Bank Holding Company Act of 1956, as amended___________ New York Citibank Overseas Investment Corporation, Wilmington, Delaware: prior notification of its intent to acquire additional shares of Diners Club de France S.A., Paris, France. Atlanta First National Bankshares, Inc., Houma, Louisiana: prior notification of its intent to establish a de novo export trading company, to be known as First Export Corporation, Houma, Louisiana. ★ * ★ * * To Establish an Overseas Branch of a Member Bank Pursuant to Section 25 of the Federal Reserve Act New York 2/ The Chase Manhattan Bank, New York, New York: prior notification of its intent to establish an initial branch in Monte Carlo, Monaco. Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1984 No. 9 17 APPLICATIONS RECEIVED - Continued New York The Chase Manhattan Bank, N.A., New York, New York: prior notification of its intent to establish an initial branch in Muscat/Muttrah, Oman. New York The Chase Manhattan Bank, New York, New York; prior notification of its intent to establish an initial branch in Lisbon, Portugal. ★ ★ ★ ★ ★ To Form a Bank Holding Company Pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956 Boston First of Boston Holding Corporation, Boston, Massachusetts, for approval to acquire 100 percent of the shares of the successor by merger to Casco-Northern Corporation, Port land, Maine and indirectly acquire Casco Northern Bank N.A., Portland, Maine. 2/ New York Citicorp Holdings, Inc., Wilmington, Delaware, for approval to acquire 100 percent of the voting shares of Citibank (Delaware), New Castle, Delaware; Citibank (South Dakota), N.A., Sioux Falls, South Dakota; and Citibank (Maryland), National Association, Towson, Maryland, a proposed new bank. 2/ Atlanta Nicholls State Bancshares, Inc., Nicholls, Georgia, for approval to acquire Nicholls State Bank, Nicholls, Georgia. Atlanta Professional Bancorp, Coral Gables, Florida, for approval to acquire 100 percent of the voting shares of Dixie National Bank of Dade County, Miami, Florida. 2/ Atlanta South Louisiana Financial Corporation, Houma, Louisiana, for approval to acquire at least 98.235 percent of the voting shares of South Louisiana Bank, Houma, Louisiana. 2j Chicago Elkhart Bancorp, Inc., Elkhart, Indiana, for approval to acquire 100 percent of the voting shares of Citizens Northern Bank of Elkhart, Elkhart, Indiana. 2/ Chicago First Lake Forest Corporation, Lake Forest, Illinois, for approval to acquire 100 percent of the voting shares of The First National Bank of Lake Forest, Lake Forest. 2/ Yj Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1984 No. 9 - 18 APPLICATIONS RECEIVED - Continued Chicago Two Rivers Bancorp, Inc., Prophetstown, Illinois, for approval to acquire 100 percent of the voting shares of the Farmers National Bank of Prophetstown, Prophetstown, Illinois, The First National Bank of Manlius, Manlius, Illinois, and Tampico National Bank, Tampico, Illinois. 2/ Mi nneapoli s Battle Lake Bancshares, Inc., Battle Lake, Minnesota, for approval to acquire at least 80 percent of the voting shares of The First National Bank of Battle Lake, Battle Lake, Minnesota. 2/ Minneapolis Chokio Agency, Inc., Chokio, Minnesota, for approval to acquire at least 91.7 percent of the voting shares of Chokio State Bank, Chokio, Minnesota. 2] Minneapolis Kent Bancshares, Inc., Kent, Minnesota, for approval to acquire 91 percent of the voting shares of Kent State bank, Kent, Mi nnesota. 2/ Kansas City NLM Corp., Oklahoma city, Oklahoma, for approval to acquire at least 97.27 percent of the voting shares of First Continental Bank and Trust Company of Del City, Del City, Oklahoma. 2/ Dallas Texas Regional Bancshares, Inc., McAllen, Texas, for approval to acquire 100 percent of the voting shares of Texas State Bank, McAllen, Texas and Harlingen State Bank, Harlingen, Texas. 2/ Dal las Willow Bend Bancshares, Inc., Plano, Texas, for approval to acquire at least 80 percent of the voting shares of Willow Bend National Bank, Plano, Texas. 2/ San Francisco BNB Bancorp, Burbank, California, for approval to acquire 100 percent of the voting shares of Burbank National Bank, Burbank, California, a proposed new bank. 2/ * * * * * 2/ Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1984 No. 9 19 APPLICATIONS RECEIVED - Continued To Expand a Bank Holding Company Pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956 New York First Jersey National Corporation, Jersey City, New Jersey, for approval to acquire at least 10.06 percent of the voting shares of The Peoples National Bank of Central Jersey, Piscataway, New Jersey. 2/ New York Midi antic Banks Inc., Edison, New Jersey, for approval to acquire 100 percent of the voting shares of Union Trust Company of Wildwood, Wildwood, New Jersey. 2] Philadelphia USBANCORP, Inc., Johnstown, Pennsylvania for approval to acquire 100 percent of the voting shares of Three Rivers Bank & Trust Company, Pittsburgh, Pennsylvania. 2J Cl eveland Ohio Bancorp, Youngstown, Ohio, for approval to acquire 6.10 percent of the voting shares of The Union Commercial & Savings Bank, East Palestine, Ohio. 2/ Atlanta Colony Bankcorp, Inc., Fitzgerald, Georgia, for approval to acquire 100 percent of the voting shares of Pitts Banking Company, Pitts, Georgia. 2/ Atlanta Independent Community Banks, Inc., Sanibel, Florida, for approval to acquire at least 81.33 percent of the voting shares of Community National Bank, Kissimmee, Florida, a de novo bank. 2j Atlanta Pan American Banks Inc., Miami, Florida, for approval to acquire at least 99 percent of the voting shares of Central Bank of Delray Beach, Delray Beach, Florida. 2j Atlanta Pan American Banks Inc., Miami, Florida, for approval to acquire 100 percent of the voting shares of Royal Trust Bank of Jacksonville, Jacksonville, Florida. 2J Atlanta Tucker Holding Company, Inc. and Tucker Bros., Inc., both in Jacksonville, Florida, for approval to acquire 100 percent of the voting shares of Tucker Bank of Jackson ville, Jacksonville, Florida, a de novo banks. 2] Chicago Whitney Corporation of Iowa, Atlantic, Iowa, for approval to acquire 100 percent of the voting shares of SchroederGoodenow Management Co., Exira, Iowa. 2/ 2/ Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1984 No. 9 - 20 APPLICATIONS RECEIVED - Continued Minneapolis Charter 95 Corporation, Hudson, Wisconsin, for approval to acquire at least 99.8 percent of the voting shares of Hammond State Bank, Hammond, Wisconsin. 2/ Dallas Chester State Bancshares, Inc., Chester, Texas, for approval to acquire at least 60.8 percent of the voting shares of The First State Bank, Colmesneil, Texas. 2/ * * * * * To Expand a Bank Holding Company Pursuant to Section 3(a)(5) of the Bank Holding Company Act of 1956 Atlanta Citizens and Southern Georgia Corporation, Atlanta, Georgia, for approval to merge with FSB Bancorp, Inc., Peachtree City, Georgia, and indirectly Fayette State Bank, Peach tree City, Georgia. 2/ To Expand a Bank Holding Company Pursuant to Section 4(c)(8) of the Bank Holding Company Act of 1956 Boston Old Stone Corporation, Providence, Rhode Island, notifi cation of intent to engage in de novo activities (in the origination, sale and servicing of first and second mortgage loans and through its indirect subsidiary, American Standard Insurance Agency, Inc., acting as an agent in the sale of credit life and credit accident and health insurance) at Suite 501, 1101 Kermit Drive, Nashville, Tennessee, these activities would be conducted nationwide, through its subsidiary, UniMortgage Corporation (3/1/84) New York The Bank of New York Company, Inc., New York, New York, requests permission to establish a de novo office engaging in the following activities (originating, servicing and selling mortgage loans on residential properties) at 11110 N.E. 8th Street, Bellevue, Washington, through its subsidiary, Arcs Mortgage, Inc. (2/10/84) 2/ Application subject to Community Reinvestment Act. The Community Affairs Officer of the applicable Reserve Bank may be contacted as to the length of the comment period. H.2, 1984 No. 9 21 APPLICATIONS RECEIVED - Continued New York The Chase Manhattan Corporation, New York, New York, requests permission to engage in the following activities (making or acquiring for its own account and for the account of others, loans and other extensions of credit, both secured and unsecured including, but not limited to, consumer and business lines of credit, installment loans for personal, household and business purposes and mortgage loans secured by real property; servicing loans and other extensions of credit; and acting as insurance agent for credit life insurance and credit accident and health insurance directly related to such lending and servicing activities) on a nationwide basis, through its subsidiary, Chase Manhattan Financial Services, Inc. (2/10/84) New York The Chase Manhattan Corporation, New York, New York, requests permission to engage in the following activities (making or acquiring, for its own account or for the account of others, loans and other extensions of credit such as would be made by a commercial finance or equipment finance company including business installment lending as well as unsecured commercial loans, servicing loans and other extensions of credit; leasing personal property on a full payout basis and in accordance with the Board's Regulation Y, or acting as agent, broker or advisor in so leasing such property, including the leasing of motor vehicles) on a nationwide basis, through its subsidiary, Chase Commercial Corporation (2/10/84) New York The Chase Manhattan Corporation, New York, New York, requests permission to engage in the following activities (making or acquiring for its own account or for the account of others, loans and other extensions of credit including, but not limited to, first and second mortgages on one-to-four family residential properties, servicing loans and other extensions of credit for any person, selling mortgage loans in the secondary market, and offering credit life insurance, accident and health insurance and disabiality insurance directly related to such lending and servicing activities) in the United States of America, Puerto Rico and the United States Virgin Islands, through its subsidiary, Chase Home Mortgage Corporation (2/10/84) New York Citicorp, New York, New York, requests permission to expand the activities of an existing office, including the following activities (making or acquiring of loans and other extensions of credit, secured or unsecured, for consumer and other purposes) at 999 Plaza Drive, Schaumburg Illinois and serving the entire State of Wisconsin, through its subsidiary, Citicorp Acceptance Company, Inc. (2/10/84) H.2, 1984 No. 9 22 APPLICATIONS RECEIVED - Continued New York Marine Midland Banks, Inc., Buffalo, New York; the Hongkong and Shanghai Banking Corporaiton, Hong Kong; Kellett N.V., Curacao, Netherlands Antilles; and HSBC Holdings B.V., Amsterdam, the Netherlands, request permission to establish a de novo office engaging throughout the U.S. without geographic limitation from all existing and future offices in the following activities ((1) originating, making, acquiring, and servicing, for its own account or for the account of others, loans and other extensions of credit, either unsecured or principally secured by mortgages on residential or commercial properties or leasehold interests therein; (2) acting as investment or financial adviser to the extent of (A) serving as the advisory company for a mortgage or real estate investment trust, (B) furnishing general economic information and advice on real estate matters, (C) providing portfolio investment advice on real estate matters; and (3) arranging arranging commercial real estate equity financing) in Tysons Corner, Virginia, through its subsidiary, Marine Midland Realty Credit Corporation (2/14/84) Richmond NCNB Corporation, Charlotte, North Carolina, notification of intent to engage in de novo activities (making direct loans for consumer and other purposes, purchasing retail installment notes and contracts, selling at retail money orders having a face value of not more than $1,000 and acting as agent for the sale of credit life, credit accident and health and physical damage insurance directly related to its extensions of credit, through its sub sidiaries, TranSouth Financial Corporation and TranSouth Financial Corporation of Florida; and making direct loans for consumer and other purposes under the general usury statutes, purchasing retail installment notes and contracts, making direct loans to dealers for financing of inventory [floor planning] and working capital purposes and acting as agent for the sale of credit life, credit accident and health and physical damage insurance directly related to its extensions of credit, through its subsidiaries, TranSouth Mortgage Corporation and TranSouth Mortgage Corporation of Florida) throughout the United States (2/27/84) Atlanta Citizens and Southern Georgia Corporation, Atlanta, Georgia, notification of intent to engage in de novo activities (in consumer and commercial finance activities, including the extension of direct loans to consumers, the purchase and discount of retail and installment notes or con tracts, real estate loans, the extension of direct loans to dealers for the financing of inventory [floor planning], and working capital purposes and other extensions of H.2, 1984 No. 9 23 APPLICATIONS RECEIVED - Continued credit, making, acquiring, servicing, or soliciting, for its own account or for the account of others, loans and other extensions of credit; acting as agent for the sale of life, accident and health insurance directly related to its extensions of credit; mortgage lending and mortgage banking activities; the sale and issuance of travelers checks and money orders; and providing data processing and data transmission services, facilities or data bases) these activities would be conducted throughout the United States, through its subsidiaries, Family Credit Services, Inc.; Family Credit Services, Inc. (ALA); Family Credit Services, Inc. (FLA); Family Mortgage Services, Inc.; Family Mortgage Brokers, Inc. and Citizens and Southern Mortgage Company (2/27/84) Atlanta First Banchsares of Louisiana, Inc., Baton Rouge, Louisiana, notification of intent to engage in de novo activities (in originating, acquiring, selling and servicing, for its own account and for the account of others, FHA, V.A, conventional, residential and commercial mortgage loans, second mortgage loans and secured and unsecured business and consumer installment loans and other extensions of credit to third parties; and acting as agent with respect to credit life and credit disability insurance related to extensions of credit, where the insurance is limited to assuring repayment of the balance due on a specific extension of credit in the event of death, disability or involuntary unemployment of the debtor) these activities would be conducted from an office to be located in the Parish of St. Tammany, Louisiana, servicing the State of Louisiana, through its subsidiary, Louisiana National Mortgage Company (2/27/84) Atlanta Nicholls State Bancshares, Inc., Nicholls, Georgia, for approval to engage de novo in consumer finance activities through Full Service Financial, Inc., Pearson, Georgia. Atlanta Pickens County Bancshares, Inc., Jasper, Georgia, to acquire the property and casualty business of Northeastern General Insurance Agency of Jasper, Inc., Jasper, Georgia. Chicago Independence Bank Group, Inc., Waukesha, Wisconsin, notifi cation of intent to engage in de novo activities (in functions and activities of a "Fiduciary, agent and custodial nature, in accepting and servicing trust accounts such as would be performed by a trust company) these activities would be performed in the State of Wisconsin, through its subsidiary, Independence Trust Company (2/27/84) H.2, 1984 No. 9 - 24 APPLICATIONS RECEIVED - Continued Mi nneapolis Chokio Agency, Inc., Chokio, Minnesota, for approval to engage in general insurance agency activities in a community with a population of less than 5,000. Minneapolis Norwest Corporation, Minneapolis, Minnesota, notification of intent to engage through its direct or indirect sub sidiaries, Norwest Financial Services, Inc., and its subsidiaries, (in the activities of consumer finance; sales finance; commercial finance [including, but not limited to, accounts receivable financing, factoring and other secured lending activities]; lease financing; the underwriting and sale of credit life and credit accident and health insurance related to extensions of credit by Norwest Corporation or its subsidiaries, and the sale of credit property and credit-related casualty insurance related to extensions of credit by Norwest Financial Services, Inc. or its subsidiaries [such underwriting and sale of credit-related insurance being permissible activities under Subparagraph D of Title VI of the Garn-St Germain Depository Institutions Act of 1982]; the offering for sale and selling of travelers checks; servicing loans and other extensions of credit for other persons; and the offering for sale and selling of bookkeeping, payroll and other management financial reporting services; this notification is for Norwest Financial Services, Inc. or its subsidiaries to engage in any of the aforementioned activities at any location within the 41 states listed below, except that no authorization is requested (i) for the sale of the credit property and credit-related casualty insurance in the States of Connecticut, Kentucky, Maryland, Massachusetts, New Hampshire, New Jersey, West Virginia and Wyoming; (ii) for the offering for sale and selling of travelers checks in the States of Georgia, Kentucky, Nevada and Washington; or (iii) for the underwriting of credit life and credit accident and health insurance in Wyoming) the states that will be served are: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Washington, West Virginia and Wyoming (3/2/84) H.2, 1984 No. 9 - 25 APPLICATIONS RECEIVED - Continued Dal 1as Broadway Bancshares Inc., San Antonio, Texas, notifi cation of intent to engage in de novo activities (making or acquiring for its own account and for the account of others; loans and other extensions of credit, both secured and unsecured, but not limited to, consumer and business lines of credit, installment loans for personal household and business purposes and mortgage loans secured by real property; servicing loans and other extensions of credit; acting as insurance agent for credit life insurance and credit accident and health insurance directly related to such lending and servicing activities; issuance and sale of travelers checks; and the sale at retail of money order having a face value of not more than $1,000) at 13511 Nacogdoches Road, San Antonio, Texas, serving Bexar and contiguous counties (2/29/84) San Francisco Peoples Ban Corporation, a/k/a/ Peoples BanCorporation, Seattle, Washington, notification of intent to engage in de novo activities (incidental to the conduct of a mortgage banking business, to arrange equity financing for income-producing real properties with institutional investors and sophisticated individual investors) at 2411 Fourth Avenue Seattle, Washington; Georgia-Pacific Building Suite 1260 900 S.W. 5th Portland, Oregon; and 601 South Rancho Drive Las Vegas, Nevada, the main geographic areas to be served will be the States of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington, and Wyoming, although it is possible that, from time to time, other areas of the United States and the District of Columbia could be served as well, through its subsidiary, Peoples Mortgage Company (2/28/84) San Franci sco Security Pacific Corporation, Los Angeles, California, for approval to acquire the shares of Regal Premium Finance, Inc., Maple Shade, New Jersey. * * * * * REPORTS RECEIVED None. * * * * * PETITIONS FOR RULEMAKING None