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ANNOUNCEMENT BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM H.2, 1997, No. 21 Actions of the Board, its Staff, and the Federal Reserve Banks; Applications and Reports Received During the Week Ending May 24, 1997 ACTIONS TAKEN BY THE BOARD OF GOVERNORS TESTIMONY AND STATEMENTS Financial modernization legislation, H.R.10 -statement by Chairman Greenspan before the House Committee on Banking and Financial Services, May 22, 1997. Published, May 22, 1997. BANK HOLDING COMPANIES Allied Irish Banks, pc., Dublin, Ireland, and First Maryland Bancorp, Baltimore, Maryland -- to acquire Dauphin Deposit Corporation, Harrisburg, Pennsylvania, Dauphin Bank and Trust Company, the nonbanking subsidiaries of Dauphin, and engage in nonbanking activities. Approved, May 19, 1997. REGULATIONS AND POLICIES Regulation C -- amendments to increase an exemption, ease disclosure requirements, and extend data collection authority (Docket R-0951). Approved, May 19, 1997. ENFORCEMENT Marin National Bancorp, San Rafael, California -written agreement dated April 17, 1997, by and between the Federal Reserve Bank of San Francisco and Marin. Announced, May 21, 1997. Provident Bancorp of Texas, Inc., Dallas, Texas issuance of consent orders of assessment of civil money penalties against Michael L. Riddle, John Averett, Park Jones, and T. Stuart Ducote, former officers and directors of Provident Bancorp, formerly a bank holding company. Announced, May 22, 1997. H.2 MAY 19, 1997 PAGE 2 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community Affairs; FOMC - Federal Open Market Committee; FRBO - Federal Reserve Bank Operations; IF - International Finance; OSDM - Office of Staff Director for Management BANK BRANCHES■ DOMESTIC Richmond F & M Bank-Blakeley, Ramson, West Virginia -- to establish a branch inside the Wal-Mart SuperCenter, 4 Charles Town Plaza, Charles Town, West Virginia. Approved, May 20, 1997. St. Louis Mcllroy Bank & Trust, Fayetteville, Arkansas -- to establish a branch in the Wal-Mart Supercenter at 3919 North Mall Avenue. Approved, May 20, 1997. Cleveland Provident Bank of Kentucky, Alexandria, Kentucky -to establish a branch at M t . Zion and Sam Neace Boulevard, Florence, Kentucky. Approved, May 23, 1997. BANK HOLDING COMPANIES San Francisco Castle Creek Capital Partners Fund-I,L.P., San Diego, California -- waiver of certain commitment concerning acquisition of Rancho Santa Fe National Bank, Rancho Santa Fe, and First Community Bank of the Desert, Yucca Valley, California. Granted, May 20, 1997. GC Chambers Family Partnership, Danville, Arkansas -determination that it is a qualified family partnership under the Bank Holding Company Act. Granted, May 20, 1997. Atlanta Colonial BancGroup, Inc., Montgomery, Alabama -waiver of application to merge with Great Southern Bancorp, West Palm Beach, Florida. Approved, May 21, 1997. Atlanta Colonial BancGroup, Inc., Montgomery, Alabama -waiver of application to merge with First Commerce Banks of Florida, Inc., Winter Haven, Florida. Approved, May 21, 1997. Atlanta Colonial Bank, Montgomery, Alabama -- to merge with Great Southern Bank, West Palm Beach, Florida. Approved, May 21, 1997. H .2 MAY 19, 1997 PAGE 3 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Director, BS&R Compagnie Financiere e Paribas, Paris, France, and Banque Paribas -- request by Paribas to restore two directors to the board of directors of Finaxa, a French company, which indirectly controls Equitable Life Assurance Society of the United States and Donaldson, Lufkin & Jenrette, both of New York, New York. Granted, May 19, 1997. Secretary Compass Bancshares, Inc., Birmingham, Alabama, and Compass Banks of Texas, Inc., and Compass Bancorporation of Texas, Inc., Wilmington, Delaware -- to acquire Central Texas Bancorp, Inc., Waco, Texas, and Texas National Bank of Waco. Approved, May 21, 1997. Chicago Dunn Investment Co., Eagle Grove, Iowa -- to acquire Dunn Shares, Security Savings Bank, F&M Shares Corp.,and Farmers & Merchants Savings Bank, Manchester, Iowa. Approved, May 22, 1997. Boston Falmouth Bancorp, Inc., Falmouth, Massachusetts -- to acquire Falmouth Co-operative Bank, Sandwich, Massachusetts. Approved, May 22, 1997. St. Louis First Robinson Financial Corporation, Robinson, Illinois -- to become a bank holding company upon the conversion of First Robinson Savings and Loan, F.S., to a stock savings and loan association, and then into a national bank. Approved, May 22, 1997. Cleveland FirstFederal Financial Services, Corp., Wooster, Ohio -- to acquire FirstFederal Bank, National Association. Approved, May 23, 1997. Cleveland FirstFederal Financial Services Corp., Wooster, Ohio -- to acquire Summit Bancorp, Akron, Ohio. Approved, May 23, 1997. H.2 MAY 19, 1997 PAGE 4 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Atlanta Firstrust Corporation, New Orleans, Louisiana --to acquire shares of Automated Technology Machines, Inc., and engage in data processing activities. Permitted, May 21, 1997. Minneapolis Fishback Financial Corporation, Brookings, South Dakota -- to engage de novo in lending activities. Permitted, May 21, 1997. New York Greater Community Bancorp, Totowa, New Jersey -- to engage in riskless principal transactions through Greater Community Financial, L.L.C. Approved, May 21, 1997. Dallas Hawkins Delaware Financial Corporation, Wilmington, Delaware -- to acquire The First State Bank, Hawkins, Texas. Approved, May 21, 1997. Dallas Hawkins Financial Corporation, Hawkins, Texas -- to acquire Hawkins Delaware Financial Corporation, Wilmington, Delaware, and The First State Bank, Hawkins, Texas. Approved, May 21, 1997. GC Jones Family Limited Partnership, Irving, Texas -determination that it is a qualified family partnership under the Bank Holding Company Act. Granted, May 20, 1997. Dallas Medina Bankshares, Inc., D'Hanis, Texas -- to acquire Medina Financial, Inc., Carson City, Nevada, and D'Hanis State Bank, D'Hanis, Texas. Approved, May 22, 1997. Dallas Medina Financial, Inc., Carson City, Nevada -- to acquire D'Hanis State Bank, D'Hanis, Texas. Approved, May 22, 1997. H.2 MAY 19, 1997 PAGE 5 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES Minneapolis Norwest Corporation, Minneapolis, Minnesota -- to acquire The First National Bankshares, Inc., Tucumcari, New Mexico. Approved, May 21, 1997. Chicago Peoples Financial Services, Inc., Hamtramck, Michigan -- to acquire Peoples State Bank. Returned, May 21, 1997. Kansas City Poteau Bancshares, Inc., Poteau, Oklahoma -- to acquire First Poteau Corporation. Approved, May 21, 1997. Atlanta Premier Bancshares, Inc., Atlanta, Georgia -- to merge with Central and Southern Holding Company, Milledgeville, and acquire Central and Southern Bank of Georgia, and Central and Southern Bank of North Georgia, Greensboro, and engage in operating a savings and loan association. Approved, May 21, 1997. GC Southerland Family Partnership, Little Rock, Arkansas -- determination that it is a qualified family partnership under the Bank Holding Company Act. Granted, May 20, 1997. Atlanta Southern Security Financial Corporation, Hollywood, Florida -- to acquire Southern Security Bank of Hollywood. Approved, May 22, 1997. Director, BS&R Stichting Prioriteit ABN AMRO Holding, Amsterdam, The Netherlands, Stichting Administratiekantoor ABN AMRO Holding, ABN AMRO Holding N.V., and ABN AMRO Bank N.V. -- request for relief from section 20 firewalls to permit ABN Chicago Corporation to underwrite the public offering of American depository receipts of ABN AMRO Holding N.V. Granted, May 19, 1997. H .2 MAY 19, 1997 PAGE 6 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK MERGERS Atlanta Colonial Bank, Montgomery, Alabama -- to merge with First Commerce Bank of Polk County, Winter Haven, Florida. Approved, May 21, 1997. CAPITAL STOCK Kansas City Alamosa Bancorporation, Ltd., Alamosa, Colorado redemption of shares. Approved, May 23, 1997. CHANGE IN BANK CONTROL Kansas City Alamosa Bancorporation, Ltd., Alamosa, Colorado change in bank control. Permitted, May 23, 1997. St. Louis Cecilian Bancorp, Inc., Cecilia, Kentucky -- change in bank control. Permitted, May 20, 1997. Chicago Leighton Investment Company, Leighton, Iowa -- change in bank control. Permitted, May 19, 1997. Atlanta Liberty Financial Services, Inc., New Orleans, Louisiana -- change in bank control. Permitted, May 19, 1997. Dallas Morris County Bankshares, Inc., Naples, Texas -change in bank control. Permitted, May 20, 1997. St. Louis Mountain Home Bancshares, Inc., Mountain Home, Arkansas -- change in bank control. Permitted, May 21, 1997. Atlanta Weatherford Foundation of Red Bay, Alabama, Inc., Red Bay, Alabama -- change in bank control. Permitted, May 21, 1997. H. 2 MAY 19. 1997 PAGE 7 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY CHANGE IN BANK CONTROL Minneapolis Western Holding Company, Wolf Point, Montana -change in bank control. Permitted, May 20, 1997. COMPETITIVE FACTORS REPORTS Kansas City Canon National Bank, Canon City, Colorado, proposed merger with Greenhorn Valley Bank, Colorado City, Colorado -- report on competitive factors. Submitted, May 19, 1997. Dallas Compass Bank Houston, Texas, proposed merger with The Texas National Bank of Waco, Waco, Texas -- report on competitive factors. Submitted, May 20, 1997. San Francisco Cowlitz Bank, Longview, Washington, proposed acquisition of the Castle Rock, Kalama, and Longview, Washington, branches of Wells Fargo Bank, N.A., San Francisco, California -- repprt on compet it ive factors. Submitted, May 20, 1997. St. Louis CFS Federal Savings Bank, Oakland, Tennessee, proposed purchase of the assets and assumption of the liabilities of the Oakland, branch of First Federal Bank, F.S.B., Memphis, Tennessee -- report on competitive factors. Submitted, May 21, 1997. Atlanta First Bank of Cast Tennessee, National Association, LaFollette, Tennessee, proposed merger with New First Bank of Cast Tennessee, National Association -- report on competitive factors. Submitted, May 19, 1997. H.2 MAY 19, 1997 PAGE 8 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS Dallas LaGrange State Bank, LaGrange, Texas, proposed merger with Citizens State Bank, Hempstead, Texas -report on competitive factors. Submitted, May 23, 1997. San Francisco National Bank of Arizona, Tucson, Arizona, proposed acquisition of the assets and assumption of the liabilities of eleven branches of Wells Fargo Bank, N.A., San Francisco, California -- report on competitive factors. Submitted, May 23, 1997. New York National Bank of Delaware County, Walton, New York, proposed acquisition of certain assets and assumption of certain liabilities of a branch at Route 10, Hamden, of NBT Bank, National Association, Norwich, New York -- report on competitive factors. Submitted, May 21, 1997. Philadelphia Sovereign Bancorp, Inc., Wyomissing, Pennsylvania, proposed merger with Bankers Corporation, Perth Amboy, New Jersey -- report on competitive factors. Submitted, May 20, 1997. St. Louis Union Planters Bank of Jackson, N.A., Jackson, Tennessee, proposed purchase of certain assets and assumption of certain liabilities of the Jackson, branch of Central State Bank, Lexington, Tennessee -- report on competitive factors. Submitted, May 22, 1997. EXTENSIONS OF TIME Boston UFS Bancorp, Whitinsville, Massachusetts -- extension to acquire UniBank For Savings. Granted, May 19, 1997. H .2 MAY 19, 1997 PAGE 9 TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY EXTENSIONS OF TIME St. Louis Union Illinois Company, Swansea, Illinois -extension to engage in consumer credit activities through the purchase of the assets of Missouri Payday Loan Company, Inc., Missouri Budget Inc. (dba Missouri Payday Loan/Budget Finance), and Budget Finance, Inc., all in St. Louis, Missouri. Granted, May 23, 1997. San Francisco Wells Fargo & Company, San Francisco, California extension to divest certain property. Granted, May 22, 1997. San Francisco Foothill Independent Bank, Glendora, California -- to become a member of the Federal Reserve System. Approved, May 20, 1997. MEMBERSHIP REGULATIONS AND POLICIES Secretary Federal Open Market Committee -- minutes of the meeting on March 25, 1997. Published, May 22, 1997. H.2 MAY 19, 1997 PAGE 10 ADDITIONS AND CORRECTIONS TO MAY 23, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK BRANCHES. DOMESTIC Kansas City Bank of Colorado-Western Slope, Grand Junction, Colorado -- to establish a branch at 2900 F Road. Approved, May 16, 1997. BANK HOLDING COMPANIES Secretary Citizens Banking Corporation, Flint, Michigan -- to acquire CB Financial Corporation, Jackson, City Bank and Trust Company; City Bank, St. Johns, and CB-North, Charlevoix, Michigan. Approved, May 16, 1997. New York Deutsche Bank Ag, Frankfurt, Germany -- to acquire Ganis Credit Corporation, Newport Beach, California, and engage in lending activities. Permitted, May 16, 1997. Kansas City Northeast Kansas Bancshares, Inc., Valley Falls, Kansas - -to acquire Valley Falls Insurance, Inc., Valley Falls, Kansas. Approved, May 16, 1997. BANKS. FOREIGN New York National Westminster Bank PLC, London, England -- to establish an agency in Houston, Texas. Approved, May 14, 1997. CHANGE ZN BANK CONTROL Kansas City First Bancshares, Inc., Ada, Oklahoma -- change in bank control. Permitted, May 16, 1997. EXTENSIONS OF TZNE Chicago AliKat Investments, Inc., Gurnee, Illinois -extension to September 2, 1997, to acquire NorthSide Community Bank. Granted, May 15, 1997. Kansas City AMERIBANC HOLDINGS, Durango, Colorado -- extension to August 12, 1997, to acquire The Bank of Durango. Granted, May 14, 1997. FEDERAL RESERVE BANK OF BOSTON APPLICATIONS 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 Pc£io.d .Ending ..Date NONE SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Applicat ion Comment Period Ending Date NONE SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER O R ,NEWSPAPER NOTICE Application NONE SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS institution Fleet Bank - NH 1155 Elm Street Manchester, NH 03101 (603) 647-7660 RSSD No. 287604 Examination..Date Rating** April 15, 1996 "S" SECTION VI - APPLICATIONS BULLETIN , Effective April 21, 1 9 9 7 information regarding the comment periods associated with applications and notices submitted to the Federal Reserve Bank of Boston for processing under section 3 and 4(c)(8) of the Bank Holding Company Act of 1956, as amended, will be available 24 hours a day by calling the following toll-free number 1-800-896-9480. ♦Subject to CRA. ♦♦Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to Improve; "SN" - Substantial Noncompliance FEDERAL RESERVE BANK OF NEW YORK Comment Period Ending Date SECTION I Applications Subject to Newspaper _____ Notice Only_____ None. SECTION U Applications Subject to Both Newspaper and Federal Register Notice United Roosevelt MHC, a proposed New Jersey mutual holding company, and its subsidiary, United Roosevelt Bancorp, a proposed New Jersey stock holding company, both of Carteret, New Jersey, to acquire 100 percent of the shares of common stock of United Roosevelt Savings Bank, Carteret, New Jersey, a New Jersey stock savings bank and the proposed successor to United Roosevelt Savings Bank, a New Jersey mutual savings bank. 1 / s e c t io n 6/23/97 2J m Nonbanking Applications (subject to Federal Register Notice-Only) Dresdner Bank AG, Frankfurt, Germany, to engage through existing or future nonbank subsidiaries in the following activities: extending credit and servicing loans; activities related to extending credit; leasing personal or real property; trust company functions; financial and investment advisory activities; agency transactional services for customer investments; investment transactions as principal; and management consulting and counseling activities. N/A Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A., Rabobank Nederland, Utrecht, The Netherlands, to acquire indirectly, through Robeco Group, N.V., The Netherlands: (1) SmithGraham &Co. Asset Managers, L.P., Houston, Texas; (2) SGR Global Advisors, Houston, Texas; (3) Robeco Institutional Asset Management US Inc., Houston, Texas; and (4) AEA Global Advisors, LLC, New York, New York, and thereby engage in: (i) acting as an investment or financial advisor; and (ii) acting as a commodity pool operator. N/A Applications Not Involving Public Notice by NSS Bancorp, Inc,, Norwalk, Connecticut, to become a bank h o ld in g com pany w ith resp ect to N orw alk S avings S ociety, N orw alk, C o n n ecticu t. SECTION V Availability of CRA Public Evaluations In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following group: Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighborhoods, in a manner consistent with its resources and capabilities. Week Ending May 24.1997 NAME OF BANK RATTNG None. 1/ Subject to provisions of Community Reinvestment Act. 2/ Later of dates specified in newspaper and Federal Register notices. y Date specified m newspaper notice; a later date may 6e specified in the Federal Register notice. 4/ Date sp ecified in F ederal Register notice; a later date may be specified in the newspaper notice. N/A - Not Available EXAMINATION DATE FEDERAL RESERVE BANK OF PHILADELPHIA SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER NOTICE ONLY Northumberland Bancorp. Dunmore, PA to become a bank holding company through the acquisition of The Northumberland National Bank, Northumberland, PA, pursuant to Section 3(a)(l)RN of the Bank Holding Company Act. Newspaper comment period expires: 05/028/97 SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Fulton Financial Corp. Lancaster, PA to acquire 100 percent of the voting shares of The Peoples Bank of Elkton, Elkton, PA., pursuant to Section 3(a)(3) of the Banking Holding Company Act. Newspaper comment period expires: N/Avail Federal Register comment period expires: N/A vail SECTION III - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL REGISTER NOTICE ONLY NONE SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER 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 May 23, 1997. Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank/Location Examination Date CRA Rating NONE NONE NONE APPLICATIONS BULLETIN (For the week ending May 24, 1997) SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY NONE SECTION n - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE NONE SECTION HI - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY NONE SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Received notice from Monitor Bancorp, Inc., Big Prairie, OH on May 21, 1997, of its intent to acquire the outstanding voting shares of The Monitor Bank, Big Prairie, OH. * - Subject to CRA N - Newspaper Comment Period F - Federal Register Comment Period # - Expected to End 30 Days from Date of Receipt AVAILABILITY OF CRA PUBLIC EVALUATIONS (May 23, 1997) The following state member banks have been examined by the Federal Reserve Bank of Cleveland for compliance with The Community Reinvestment Act. A public evaluation document became available from the bank(s) listed below during the week ended May 23, 1997. If you are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly. There are four descriptive ratings for CRA: OUTSTANDING: a bank in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SATISFACTORY: a bank in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IMPROVE: a bank in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NON COMPLIANCE: a bank in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Fifth Third Bank Fifth Third Center 38 Fountain Square Plaza Cincinnati, OH 45263 Rating: Outstanding Exam. Date: 2-3-97 Disclosure Date: 5-23-97 RSSD# 723112 Federal Reserve Bank of Richmond Section I - Applications Subject to Newspaper Mgfclce Only Application Comment Period Ending Date None. Sflgfcign II r Application Subject.to.goth Newspaper and Federal Register Notice Application Comment Period Ending Date NationsBank Corporation, Charlotte, North Carolina, to retain in a fiduciary capacity 14.83% of Citizens Bancshares of Eldon, Missouri, Inc., Eldon, Missouri.* 6-23-97 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 Applicatipn Southern National Corporation, WinstonSalem, North Carolina, to acquire Refloat, Inc., Pilot Mountain, North Carolina, and Sheffield Financial Corp., Clemmons, North Carolina. Botetourt Bankshares, Inc., Buchanan, Virginia, to become a bank holding company through the acquisition of 100% of the voting shares of Bank of Botetourt, Buchanan, Virginia. ♦Application is subject to CRA requirements. Federal Reserve Bank of Richmond Section V - Availability of CRA Public Evaluations Week ending May 23, 1997 Definition of Ratings Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner con sistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. RSSD Number 887126 2353595 829032 Examination Date Name of Bank Rating First Community Bank, Inc. 2 West Main Street Buckhannon, West Virginia 26202 2-3-97 Satisfactory First Community Bank of Mercer County, Inc. 1001 Mercer Street Princeton, West Virginia 24740 2-3-97 Satisfactory Barbour County Bank 107 Pike Street Philippi, West Virginia 3-3-97 Needs to improve. 26416 Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending Mav 23. 1997 Section 1 - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Southwest Georgia Bank 06-06-97* Moultrie, Georgia To establish a drive-thru branch facility located at 205 Second Street, S.E., Moultrie, Georgia. Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Republic Bancshares, Inc. 06-20-97* St. Petersburg, Florida Newspaper To acquire F.F.O. Financial Group, Inc., St. Cloud, Florida, and its thrift subsidiary, First Federal Savings and Loan Association of Osceola County, Kissimmee, Florida, and thereby engage in operating a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. First State Bancshares of Blakely, Inc. Not yet available* Blakely, Georgia To convert its wholly-owned thrift subsidiary, First Federal Savings Bank of Southwest Georgia, Donalsovnille, Georgia, to a state-chartered commercial bank, First State Bank of Donalsonville, Donalsonville, Georgia, pursuant to Section 3(a)(3) of the Bank Holding Company Act. Section 3 - Applications Subject to Federal Register Only Application Comment Period Ending Date None. Section 4 - Applications Not Subject to Federal Register Notice or Newspaper Notice Application None. ♦Subject to provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending Mav 23. 1997 Section 10 - Availability of CRA Public Evaluations The CRA public evaluations of the insured depository institutions listed below became available during this week. Information about an institution's CRA evaluation may be obtained directly from the institution. In connection with the assessment of an institution's CRA performance, a rating is assigned from the following groups: Outstanding record of meeting community credit needs: An 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 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. Bank None. CRAJiating Examination Date Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending May 23. 1997 Recently Approved Applications Approval Date The Colonial BancGroup, Inc. 05-21-97 Montgomery, Alabama Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding Company Act to merge with Great Southern Bancorp, West Palm Beach, Florida, and thereby directly acquire Great Southern Bank, West Palm Beach, Florida. The Colonial BancGroup, Inc. 05-21-97 Montgomery, Alabama Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding Company Act to merge with First Commerce Banks of Florida, Inc., Winter Haven, Florida, and thereby directly acquire First Commerce Bank of Polk County, Winter Haven, Florida. Colonial Bank 05-21-97 Montgomery, Alabama To merge with Great Southern Bank, West Palm Beach, Florida, pursuant to Section 18(c) of the Federal Deposit Insurance Act. Colonial Bank 05-21-97 Montgomery, Alabama To merge with First Commerce Bank of Polk County, Winter Haven, Florida, pursuant to Section 18(c) of the Federal Deposit Insurance Act. The Weatherford Foundation of Red Bay, Alabama, Inc. 05-21 -97 Red Bay, Alabama After-the-fact notification filed by Ms. Tammy B. Montgomery to retain 60.90 percent of the outstanding shares of The Weatherford Foundation of Red Bay, Alabama, Inc., Red Bay, Alabama (Foundation), in her capacity as one of five trustees of Foundation. Southern Security Financial Corporation 05-22-97 Hollywood, Florida 1-BHC formation, Southern Security Financial Corporation, and its subsidiary, Southern Security Bank of Hollywood, both of Hollywood, Florida. Premier Bancshares, Inc. 05-21 -97 Atlanta, Georgia Notification to acquire Central and Southern Bank of North Georgia, Greensboro, Georgia, and thereby engage in operating a savings association, pursuant to Section 225.25(b)(9) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending Mav 23. 1997 Recently Approved Applications Approval Date Premier Bancshares, Inc. 05-21 -97 Atlanta, Georgia To merge with Central and Southern Holding Company, Milledgeville, Georgia, and thereby directly acquire Central and Southern Bank of Georgia, Milledgeville, Georgia, pursuant to Section 3(a)(5) of the Bank Holding Company Act. Firstrust Corporation 05-21-97 New Orleans, Louisiana Notification to acquire up to 24.9 percent of Automated Technology Machines, Inc., New Orleans, Louisiana, and thereby engage in data processing activities, pursuant to Section 225.28(b)(14) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. Liberty Bank Employee Stock Ownership Plan 05-19-97 New Orleans, Louisiana To retain 1.99 percent of the outstanding shares of Liberty Financial Services, Inc., New Orleans, Louisiana. The acquisition will increase the total ownership to 14.53 percent. Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Ixpe Application Merger & Branch M&I Marshall & Ilsley Bank Milwaukee, Wisconsin Security Bank, S.S.B. Milwaukee, Wisconsin and to establish 34 branches NP -5-22-97 Merger & Branch Old Kent Bank Grand Rapids, Michigan Old Kent Bank Elmhurst, Illinois and to establish 26 branches NP -5-30-97 Merger & Branch M&I Bank of Fox Valley Appleton, Wisconsin 5 branch offices of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish 5 branches Merger & Branch M&I Bank Northeast Green Bay, Wisconsin 10 branch offices of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish 10 branches Merger & Branch M&I Bank of Eagle River NP -** Eagle River, Wisconsin Eagle River, Wisconsin & Three Lakes, Wisconsin branches of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish branches at 633 North Railroad Street Eagle River, Wisconsin 624 Anderson Street Three Lakes, Wisconsin NP -** NP -** Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only cont’d Comment Period Ending Pate Type Application Merger & Branch M&I Bank of Menomonee Falls Menomonee Falls, Wisconsin Menomonee Falls, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at N85 W16058 Appleton Avenue Menomonee Falls, Wisconsin NP -** Merger & Branch M&I Bank of Shawano Shawano, Wisconsin Shawano, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at 401 East Green Bay Street Shawano, Wisconsin JSfP Merger & Branch M&I Bank of South Central Watertown, Wisconsin Watertown, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at 808 East Main Street Watertown, Wisconsin jsjp -** Merger & Branch M&I Central State Bank Oshkosh, Wisconsin Oshkosh, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at 347 North Sawyer Street Oshkosh, Wisconsin js jp _ * * Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Orilv cont’d Comment Period lype Application Merger & Branch M&I Lake Country Bank Hartland, Wisconsin Oconomowoc, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at 326 East Wisconsin Avenue Oconomowoc, Wisconsin NP _** Merger & Branch M&I Merchants Bank Rhinelander, Wisconsin Rhinelander, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish a branch at 4 South Brown Street Rhinelander, Wisconsin NP -** Merger & Branch NP -** M&I First American Bank Wausau, Wisconsin Wausau, Wisconsin & Rothschild, Wisconsin branch offices of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish branches at 400 4th Street Wausau, Wisconsin 2001 Steward Avenue Wausau, Wisconsin 1134 Grand Avenue Rothschild, Wisconsin Ending Pate Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only cont’d Comment Period Ending Date Type Application Merger & Branch M&I Bank of Racine Racine, Wisconsin Racine, Wisconsin branch office of M&I Marshall & Ilsley Bank Milwaukee, Wisconsin and to establish branches at 468 College Avenue Racine, Wisconsin 4100 Durand Avenue Racine, Wisconsin 3215 Douglas Avenue Racine, Wisconsin 5100 Washington Avenue Racine, Wisconsin Np .** Branch Bank of Lenawee Adrian, Michigan 450 East Michigan Avenue Saline, Michigan NP -5-31-97 Branch State Bank Everly, Iowa 301 North Main Street Everly, Iowa NP -5-14-97 NP - Newspaper FR - Federal Register * - Subject to Provisions of Community Reinvestment Act ** - Not available at this time Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date Type Application 3(a)(3) Capitol Bancorp, Ltd.* Lansing, Michigan Valley First Community Bank (in organization) Scottsdale, Arizona FR - 5-27-97 NP - 5-14-97 3(a)(3) Sun Community Bancorp, Ltd.* Tucson, Arizona Valley First Community Bank (in organization) Scottsdale, Arizona FR - 5-27-97 NP - 5-14-97 3(a)(1) Bancorp of New Glarus, Inc.* New Glarus, Wisconsin Bank of New Glarus New Glarus, Wisconsin FR - 6-6-97 NP - 6-2-97 3(a)(1) Peoples Financial Services, Inc.* Hamtramck, Michigan Peoples State Bank Hamtramck, Michigan FR - 5-23-97 NP - 5-10-97 3(a)(3) Shorebank Corporation* Chicago, Illinois Shorebank Pacific Corporation Ilwaco, Washington Shoretrust Bank Seattle, Washington FR - 5-17-97 NP - 5-28-97 3(a)(1) Shorebank Pacific Corporation* Ilwaco, Washington Shoretrust Bank Seattle, Washington FR - 5-17-97 NP - 5-28-97 Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice cont’d Comment Period Ending Date Type Application 3(a)(1) Schonath Family Partnership, A Limited Partnership* Oconomowoc, Wisconsin InvestorsBancorp, Inc. Pewaukee, Wisconsin InvestorsBank (in organization) Pewaukee, Wisconsin FR - 5-30-97 NP - 5-16-97 3(a)(1) InvestorsBancorp, Inc.* Pewaukee, Wisconsin InvestorsBank (in organization) Pewaukee, Wisconsin FR - 5-30-97 NP - 5-16-97 3(a)(1) FBA Bancorp Inc.* Chicago, Illinois First Bank of the Americas, S.S.B. Chicago, Illinois FR - 6-12-97 NP _ ** 3(a)(3) Central Illinois Bancorp, Inc.* Sidney, Illinois First Ozaukee Capital Corporation Cedarburg, Wisconsin First Ozaukee Savings Bank Cedarburg, Wisconsin PR _ ** NP - ** 3(a)(3) Firstbank Corporation* Alma, Michigan Lakeview Financial Corporation Lakeview, Michigan Bank of Lakeview Lakeview, Michigan FR - 6-9-97 NP - 6-8-97 Federal Reserve Bank of Chicago Section III - Applications Sub ject to Federal Register Notice Only Comment Period Ending Date Type Application 4(c)(8) Caisse Nationale de Credit Agricole, S.A. Paris, France Dean Witter Reynolds Inc. London, England Dean Witter International, Ltd. London, England PR - * * 4(c)(8) Credit Agricole Indosuez Paris, France Dean Witter Reynolds Inc. London, England Dean Witter International, Ltd. London, England PR _ ** 4(c)(8) Pinnacle Financial Services, Inc. St. Joseph, Michigan CB Bancorp, Inc. Michigan City, Indiana Community Bank, a Federal Savings Bank Michigan City, Indiana PR _ ** 4(c)(8) Pinnacle Financial Services, Inc. St. Joseph, Michigan Indiana Federal Corporation Valparaiso, Indiana Indiana Federal Bank Valparaiso, Indiana IndFed Financial Services, Inc. Valparaiso, Indiana IndFed Mortgage Company Valparaiso, Indiana IndFed Investment Services, Inc. Valparaiso, Indiana Forest Holdings, Inc. Lisle, Illinois PR _ ** Federal Reserve Bank of Chicago Section IV - Applications Not Subject to Federal Register or Newspaper Notice Type NONE Application Federal Reserve Bank of Chicago Section V - Availability of CRA Public Evaluations The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the week ending May 23, 1997. If you are interested in obtaining a copy of the evaluation document, please contact the bank(s) directly. Identification of Ratings O- An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. S- An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NI - An institution in this group has a needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SN - An institution in this group has a substantial noncompliance record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANK NAME/LOCATION EXAMINATION DATE RATINGS Villa Grove State Bank Ten North Main Street Villa Grove, Illinois 61956-0027 (217) 832-2631 RSSD# 474245 1/27/97 O Hinsbrook Bank and Trust 6262 South Route 83 Willowbrook, Illinois 60514-2985 (630) 920-2700 RSSD# 428547 2/03/97 S R E S E R V E B A N K A P P L IC A T IO N S B U L L E T IN For week ending May 23,1997 F E D E R A L R E S E R V E B A N K O F S T . L O U IS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End o f Com m ent Period * Section 9 branch notification by MidSouth Bank, Monette, Arkansas, to establish a branch at 3505 East Johnson Avenue, Jonesboro, Arkansas. 6-14-97 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application End of Comment Period * Section 3(a)(1) notification by Midwest Bancshares, Inc. and Affiliates Employee Stock Ownership Plan, Poplar Bluff, Missouri, to acquire 36.48 percent of Midwest Bancorporation, Inc., Poplar Bluff, Missouri (received during the week ending May 16, 1997). Newspaper: 6-16-97 * Section 3(a)(3) notification by Gideon Bancshares Company, Dexter, Missouri, to acquire First Midwest Bank of Chaffee, Chaffee, Missouri. Federal Register 6-20-97 * Section 3(a)(1) notification by The Bank of Mulberry Employee Stock Ownership Trust, Mulberry, Arkansas, to acquire 50.5 percent of Acme Holding Company, Mulberry, Arkansas. Newspaper: 6-16-97 * Section 3(a)(5) expedited notification by National City Bancshares, Inc., Evansville, Indiana, to merge with Bridgeport Bancorp, Inc., Bridgeport, Illinois. Newspaper: 6-9-97 * Section 3(a)(3) notification by Meade Bancorp, Inc., Brandenburg, Kentucky, to acquire 15.6 percent of Bedford Loan and Deposit Bancorp, Inc., Bedford, Kentucky. Newspaper: 6-16-97 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application None. * This notification is subject to CRA. End of Comment Period R E S E R V E B A N K A P P L IC A T IO N S B U L L E T IN For week ending May 23, 1997 F E D E R A L R E S E R V E B A N K O F S T . L O U IS SECTION IV - APPLICATIONS NQT SUBJECT TQ FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application End of Comment Period Section 3(a)(5)(C) notification by Clay City Bank Shares, Inc., Clay City, Illinois, to acquire The Clay City Bank, Clay City, Illinois. N/A RESERV E BA N K A PPLIC A TIO N S B U LLE TIN For week ending May 23,1997 F E D E R A L R E S E R V E B A N K O F S T . L O U IS SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES Identification of Ratines: Outstanding record ofmeeting 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 ofmeeting 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 ofmeeting 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 inmeeting community credit needs An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank RSSD Number Name of Bank Bank Address Examination Date Examination Rating 773247 Effingham State Bank Effingham, IL 02/10/97 Satisfactory 77347 English State Bank English, IN 02/18/97 Satisfactory FED ER A L R E SER V E BANK O F M IN N EA PO LIS Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Application NONE. FE D E R A L R E SER V E BANK O F M IN N EA PO LIS Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date Application First Bancorp o f River Falls, River Falls, Wisconsin, for prior approval to become a bank holding company through the acquisition o f 100% o f the voting shares o f First National Bank of River Falls, River Falls, Wisconsin. Not yet available * Ewen Bancshares, Inc., Ewen, Michigan, for prior approval to become a bank holding company through the acquisition o f 100% o f the voting shares o f State Bank o f Ewen, Ewen, Michigan. * Not yet available * Subject to CRA FE D E R A L R E SER V E BANK O F M IN N EA PO LIS Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date Application NONE. FE D ER A L R ESER V E BANK O F M IN N EA PO LIS Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Application NONE. FE D E R A L R E SE R V E BANK O F M IN N E A PO L IS Section V - Availability o f CRA Public Evaluations w eek ending M ay 23,1997 ASSIGNMENT OF RATING Identification o f Ratings In connection with the assessment o f each insured depository institution's CRA performance, a rating is assigned from the following groups: OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to 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 OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a satisfactory record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group needs to improve its overall record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a substantially deficient record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANKtSt EXAMINED DATE OF EXAMINATION CRA RATING The Citizens State Bank o f Ontonagon 501 River Street Ontonagon, MI 49953 February 11, 1997 Satisfactory The First State Bank o f Emmons P.O. Box 28 Emmons, MN 56029-0028 February 18, 1997 Satisfactory Ridgedale State Bank 1730 Plymouth Road Minnetonka, MN 55305 February 18, 1997 Satisfactory KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED During the week ending May 23, 1997 SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY APPLICATION COMMENT PERIOD ENDING DATE None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION COMMENT PERIOD ENDING DATE Security Bancshares, Inc., Scott City, Kansas, for prior approval to acquire 9.5 percent of the voting shares of Intra Financial Corporation, Clyde, Kansas.* June 20, 1997 Intra Financial Corporation, Clyde, Kansas, for prior approval to acquire 100 percent of the voting shares of Peoples Bancorp of Belleville, Inc., Belleville, Kansas.* June 20, 1997 Binger Agency, Inc., Binger, Oklahoma, for prior approval to merge with Midstate Bancorp, Inc., Hinton, Oklahoma.* June 20, 1997 Plainview Holding Company, Pilger, Nebraska, for prior approval to acquire 100 percent of the voting shares of American National Bank of Creighton, Nebraska.* June 23, 1997 Gold Banc Corporation, Prairie Village, Kansas, for prior approval to acquire 100 percent of the voting shares of Peoples Bancshares, Inc., Clay Center, Kansas.* Not Available Trust Estate Established Under THIRD Clause of the Will of John H. Bedene, Arma, Kansas, for prior approval to acquire 51 percent of the voting shares of Bedene Insurance Agency, Arma, Kansas. Not Available SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY APPLICATION None. COMMENT PERIOD ENDING DATE SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE APPLICATION First Kansas Holding Company, Junction City, Kansas, for prior approval to redeem 2,000 shares of common stock. SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: Outstanding record of meeting community credit needs An institution in this group has an outstanding record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. CRA Rating Exam Date CRA Public Date 02-10-97 05-22-97 Satisfactory Bank of Commerce 547550 P.O. Box 50 Rawlins, Wyoming 82301-0050 02-24-97 05-20-97 Outstanding Crete State Bank 543057 P.O. Box 66 Crete, Nebraska 68333-0066 02-18-97 05-20-97 Satisfactory Bank/Location RSSD# Central Bank of Missouri 491251 P.O. Box 1326 Sedalia, Missouri 65301-1326 ♦Application is subject to CRA. .. ' FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF MAY 19. 1997 SECTION I • APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY APPLICATION NOTICE EXP None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION ** NOTICE EXP Change in Control Notice by John P. Pennington. El Paso, TX. only notificant, to acquire an interest in Ruidoso Bank Corporation, Ruidoso, NM 97/06/05 *Section 3(a)(1) application by Bedford Bancshares, Inc., Bedford, TX, to acquire Bedford Delaware Bancshares, Inc., Dover, DE, and Western American National Bank, Bedford, TX N/A ^Section 3(a)(1) application by Bedford Delaware Bancshares, Inc., Dover, DE, to acquire Western American National Bank, Bedford, 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 MAY 19. 1997 Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to Improve record of meeting community credit needs. An institution in this group need to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial Noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank None. Date of Examination CRA Rating FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 5/23/97 Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date None Section II - Applications Subject to Both Newspaper and Federal Register Notice Security State Corporation to become a bank holding company by acquiring Security State Bank, both of Centralia, California. * Newspaper: 6/03/97 Fed. Reg.: 6/09/97 Bank of Idaho Holding Company to become a bank holding company by acquiring Bank of Eastern Idaho, both of Idaho Falls, Idaho. * Newspaper: 6/09/97 Fed. Reg.: 6/09/97 Neighborhood Bancorp, San Diego, California, to become a bank holding company by acquiring Neighborhood National Bank (In Organization), San Diego, California. * Newspaper: Not available Fed. Reg.: 6/23/97 Section III -Applications Subject to Federal Register Only Neighborhood Bancorp, San Diego, California, to engage d£ novo in certain nonbanking activities through Neighborhood Housing Development Corporation and Neighborhood Capital Advisors, both of San Diego, California. Fed. Reg.: 6/23/97 Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice (Cont'd.) None * Subject to CRA. FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 5/23/97 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institution(s) below became available during this week. Information about a particular institution's CRA evaluation may be obtained directly from the institution. Institution Location Examination Date Rating* The Vintage Bank 1500 Soscol Avenue Napa, CA 94559-1910 (707) 257-8585 1/21/97 Satisfactory First Security Bank of Nevada 530 Las Vegas Blvd. South Las Vegas, NV 89101 (702) 251-1100 1/21/97 Satisfactory *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 moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial Noncompliance in meeting community credit needs: An institution has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- to moderate-income neighborhoods, in a manner consistent with its resources and capabilities. The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility for errors or omissions. H .2 A Notice of Formations and Mergers of, and Acquisitions by, Bank Holding Companies; Change in Bank Control Notices Filed since the H.2A dated May 23,1997 The following companies and individuals seek System approval to acquire a bank holding company, a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12 CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end of this release. The public portions of the applications and notices, as well as other related filings required by the Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank; addresses are listed at the end of this release. Applications and notices also may be obtained from the Board. Applicant or notificant Acquiree or activity Bedene, John B., Bedene, Bruce Fowler, Bualle, Becky Suzanne, and Bedene, Barry William, as co-trustees of the Trust Estate established by the Will of John H. Bedene, Deceased, all of Arma, KS Central Illinois Bancorp, Sidney, IL Section of law Reserve Bank End of comment period Bedene Insurance Agency, Inc., Arma, KS, and The First State Bank, Arma, KS CIBC Kansas City June 18, 1997 First Ozaukee Capital Corporation, Cedarburg, WI, and First Ozaukee Savings Bank, Cedarburg, WI 3 Chicago June 26, 1997 Applicant or notiflcant Acquiree or activity Cooperative Centrale RaiffeisenBoerenleenbank, B.A., Rabobank Nederland, Utrecht, Netherlands; and Smith Graham & Co. Asset Managers L.P., Houston, TX Financial advisor (b)(1) & (2) Dresdner Bank AG,Frankfurt, Germany, and Dresdner Kleinwort Benson, New York, NY Reserve Bank End of comment period 4 New York June 17, 1997 extending credit & servicing loans (b)(1), leasing personal/real property (b)(3), trust company functions (b)(5), financial/investment advisor (b)(6); agency transactional services for customer investment (b)(8); & management consulting & conseling (b)(9) 4 New York June 17, 1997 ECSB Holding Company, Inc., Fort Walton Beach, FL American National Financial Corporation, Panama City, FL and First National Bank Northwest Florida, Panama City, FL 3 Atlanta June 27, 1997 Ewen Bancshares, Inc., Ewen, MI State Bank of Ewen, Ewen, MI 3 Minneapolis June 26, 1997 Fields, Alvin L., Honey Grove, TX, and Wilburn, Ronald L., San Antonio, TX Quadco Bancshares, Inc., Ladonia, TX, and Farmers and Merchants State Bank, Ladonia, TX CIBC Dallas June 18, 1997 First National Bancorp of River Falls, Inc., River Falls, WI The First National Bank of River Falls, River Falls, WI 3 Minneapolis June 26, 1997 First National Bancshares of Gallatin, Inc., Gallatin, MO Interim First National Bank of Gallatin, Gallatin, MO, First National Bank of Gallatin, Gallatin, MO 3 Kansas City June 27, 1997 Section of law Applicant or notificant Acquiree or activity Huntington Bancshares, Inc., Columbus, OH CONTINUED The Chase Manhattan Corp., Bankers Trust New York Corp., Citicorp and Security Pacific Corp. (75. Fed. Res. Bull. 192 (1989) Huntington Bancshares, Inc., Columbus, OH, Huntington Capital Corp., Columbus, OH CONTINUED Reserve Bank End of comment period 4 Cleveland June 17, 1997 underwriting & dealing to a limited extent in all types of debt securities, including corporate debt, sovereign debt securities, mortgage revenue bonds, mortgagebacked and consumerreceivable securities J.P. Morgan & Co., CONTINUED 4 Cleveland June 17, 1997 Johnson, Willard M., as managing general partner of the WMJ/RMJ Family Limited Partnership II, Houston, TX Jamestown Union Bancshares, Inc., Jamestown, TN, and Union Bank, Jameston, TN CIBC Atlanta June 18, 1997 Moody Bancshares, Inc., Galveston, TX, and Moody Bank Holding Company, Reno, NV The Moody National Bank of Galveston, Galveston, TX 3 Dallas June 27, 1997 MSB Mutual Holding Company, and MSB Financial Corp., both of Wall Township, NJ Manasquan Savings Bank, Wall Township, NJ 3 New York June 27, 1997 NationsBank Corporation, and NB Holdings Corporation, both of Charlotte, NC Citizens Bancshares of Eldon, Missouri, Inc., Eldon, MO, and Citizens Bank of Eldon, Eldon, MO 3 Richmond June 26, 1997 New Woodson Bancshares, Inc., Graham, TX Woodson Bancshares, Inc., Woodson, TX, and First State Bancorp, Inc., Carson City, NV, and First State Bank, Graham, TX 3 Dallas June 27, 1997 Section of law Applicant or notificant Acquiree or activity Simmons First National Corporation, Pine Bluff, AR First Bank of Arkansas, Russellville, AR, and First Bank of Arkansas, Searcy, AR 3 St. Louis June 27,1997 State Bank of Hawley Employee Stock Ownership Plan and Trust, Hawley, MN Bankshares of Hawley, Inc., Hawley, MN, and State Bank of Hawley, Hawley, MN 3 Minneapolis June 27,1997 Sullivan, John C., Livingston, MT, and Hornby, Mary C., Las Cruces, NM Northeastern Wyoming Bank Corporation, Newcastle, WY, and First State Bank of Newcastle, Newcastle, WY CIBC Kansas City June 17,1997 Section of law Reserve Bank End of comment period Addresses for Comments and Information Requests Addresses for comments differ from those for information requests. Addresses fo r Comments Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or the Board. Federal Reserve Bank of Boston Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA 02106-2204 Federal Reserve Bank of New York Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001 Federal Reserve Bank of Philadelphia Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia, PA 19105-1521 Federal Reserve Bank of Cleveland Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH 44101-2566 Federal Reserve Bank of Richmond A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528 Federal Reserve Bank of Atlanta Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA 30303-2713 Federal Reserve Bank of Chicago Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL 60690-1413 Federal Reserve Bank of St. Louis Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034 Federal Reserve Bank of Minneapolis Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171 Federal Reserve Bank of Kansas City D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001 Federal Reserve Bank of Dallas Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272 Federal Reserve Bank of San Francisco Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San Francisco, CA 94105-1579 Board of Governors of the Federal Reserve System William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001 Information Requests The public portions of the applications and notices currently listed in this release are available on an expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also may be obtained from the Board. Federal Reserve Bank of Boston Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219) Federal Reserve Bank of New York Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628) Federal Reserve Bank of Philadelphia Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146) Federal Reserve Bank of Cleveland Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932) Federal Reserve Bank of Richmond Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283) Federal Reserve Bank of Atlanta Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342) Federal Reserve Bank of Chicago Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894) Federal Reserve Bank of St. Louis Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740) Federal Reserve Bank of Minneapolis Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702) Federal Reserve Bank of Kansas City Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252) Federal Reserve Bank of Dallas Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302) Federal Reserve Bank of San Francisco Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031) Board of Governors of the Federal Reserve System Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565) H .2 A Notice of Formations and Mergers of, and Acquisitions by, Bank Holding Companies; Change in Bank Control Notices Filed as of May 23,1997 The following companies and individuals seek System approval to acquire a bank holding company, a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12 CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end of this release. The public portions of the applications and notices, as well as other related filings required by the Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank; addresses are listed at the end of this release. Applications and notices also may be obtained from the Board. Applicant or notificant Acquiree or activity 1st United Bancorp, Boca Raton, FL Seaboard Savings Bank, F.S.B., Stuart, FL, operating a savings association (b)(4)(ii) 4 Atlanta June 12,1997 Allegiant Bancorp, Inc., Clayton, MO Reliance Financial, Inc., St. Louis, MI, and Reliance Federal Savings and Loan Association of St. Louis County, St. Louis, MI, operating a savings and loan (b)(4)(ii) 4 St. Louis June 9, 1997 AMCORE Financial, Inc., Rockford, IL County Bank Shares Corp.; State Bank of Mt. Horeb; Mt. Horeb, WI; Belleville Bancshares Corp., Belleville, WI; Montello State Bank, Montello, WI; State Bank of Argyle, Argyle, WI; Citizens State Bank, Clinton, WI; Belleville State Bank, Belleville, WI 3 Chicago April 22, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Arrendale, Thomas A., Ill, Gainesville, GA, Bussey, Cynthia A., Atlanta, GA, and Arrendale, Nelle, Clarkesville, GA, as partners in the Arrendale Undiversified Family Limited Partnership, Baldwin, GA Habersham Bancorp, Cornelia, GA, and Habersham Bank, Clarkesville, GA CIBC Atlanta June 5,1997 Banco Bilbao Vizcaya, S.A., Bilbao, Spain BBV Latlnvest Securities Inc., New York, NY, securities activities (b)(1), (bX4),(b)(15), and(bX16) 4 New York March 4,1997 Bancorp Hawaii, Inc., Honolulu, HI CU Bancorp, Encino, CA; California United Bank, Encino, CA 3 San Francisco May 5, 1997 Bancorp of New Glarus, Inc., New Glarus, WI The Bank of New Glarus, New Glarus, WI 3 Chicago June 6,1997 Bank of Idaho Holding Company, Idaho Falls, ID Bank of Eastern Idaho, Idaho Falls, IA 3 San Francisco June 9, 1997 Bank of New York Company, Inc., New Yorie, NY State Street Boston Corporation, Boston, MA; State Street Bank and Trust Company, Boston, MA, trust, securities and data processing activities (bX3), (bX4),and(bX7) 3 and 4 New York March 14, 1997 BanPonce Corporation, Hato Rey, PuertoRico; Popular International Bank, Inc., Hato Rey, Puerto Rico; and BanPonce Financial Corp., Wilmington, DE CBC Bancorp, Ltd., Chicago, IL; Capitol Bank of Westmont, Westmont, IL; Chicago Bank and Trust, Chicago, IL 3 New York April 21, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity BanPonce Corporation, and Poplar International Bank, Inc., both of Hato Rey, Puerto Rico National Bancorp, Inc., Streamwood, IL; AmericanMidwest Bank and Trust, Melrose Park, IL 3 New York April 21, 1997 Bay Bankcorp, Inc., Gladstone, MI Baybank, Gladstone, MI 3 Minneapolis April 28, 1997 Bedford Bancshares, Bedford, TX, and Bedford Delaware Bancshares, Inc., Dover, DE Western American National Bank, Bedford, TX 3 Dallas June 23, 1997 Biggs, Danny; Grimes, Merlin & Nelva; ED&J, Inc.; Carr, Ronald & Carol; Sell, Steven J.; Schenk, Schenk; Call, Dennis; and Southland, R. Joe, Great Bend, Kansas First Wakeeney Agency, Inc., Great Bend, KS, and Interstate Bank, Great Bend, KS CIBC Kansas City May 30, 1996 Binger Agency, Inc., Binger, OK Midstate Bancorp, Inc., Hinton, OK, and Legacy Bank TC, Blanchard, OK, and Legacy Bank, Hinton, OK 3 Kansas City June 20, 1997 BNB Bancorp, Inc., Brookville, OH Brookville National Bank, Brookville, OH 3 Cleveland April 28,1997 BonState Bancshares, Inc., Bonham, TX, and Bonham Financial Services, Inc., Dover, DE CORRECTION Bonham State Bank, Bonham, TX 3 Dallas April 25, 1997 BonState Bancshares, Inc., Bonham, TX, and Bonham Financial Services, Inc., Dover, DE Bonham Financial Services, Inc., Dover, DE; Bonham State Bank, Bonham, TX 3 Dallas April 25,1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Briscoe, Dolph, Jr., Uvalde, TX Zavala Bankshares, Inc., Crystal City, TX CIBC Dallas April 16,1997 Buffalo Bancorp, Inc., Buffalo, TX; Buffalo Corp., Dover, DE Citizens State Bank, Buffalo, TX 3 Dallas May 8, 1997 Caisse Nationale de Credit Agricole and Credit Agricole Indosuez (formerly Banque Indosuez), both of Paris, France Indosuez Carr Futures, Inc., Chicago, IL, purchasing the institutional futures business of Dean Witter Reynolds, Inc., & its London, England, based affiliate, Dean Witter Reynolds, Intemat'l.,Ltd., financial & investment advise (b)(6) and (7) 4 Chicago June 13, 1997 California Community LLC, Los Angeles, CA First Coastal Bancshares, El Segundo, CA ; First Coastal Bank, N.A., El Segundo, CA 3 San Francisco April 11, 1997 Capitol Bancorp, Ltd., Lansing, MI and Sun Community Bancorp, Ltd., Tucson, AZ Valley First Community Bank, Scottsdale, AZ 3 Chicago May 27,1997 Carson, Frank L., Ill, Mulvane, KS Mulvane Bankshares, Inc., Mulvane, KS; Mulvane State Bank, Mulvane, KS CIBC Kansas City April 23, 1997 Castle Creek Capital Partners Fund-I, L.P.; Castle Creek Capital, L.L.C.; and Eggemeyer Advisory Corporation, all of San Diego, CA Rancho Santa Fe National Bank, Rancho Santa Fe, CA 3 San Francisco April 25, 1997 CB Bancorp, Inc., Higginsport, OH The Citizens Bank, Higginsport, OH 3 Cleveland March 24, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity CCB Financial Corporation, Durham, NC American Federal Banks, F.S.B., Greenville, SC, mortgage lending; acting as agent in the sale of certain credit related insurace; savings association; and brokerage services (bXlX»0, (8X0. (9), and (15) 4 Richmond May 16,1997 Century Bancorp, MHC, Bridgeton, NJ; and Century Bancorp, Inc., Bridgeton, NJ Century Savings Bank, Bridgeton, NJ 3 Philadelphia May 1,1997 CH and JD Byrum, LLC, Indianapolis, IN American State Bank, Lawrenceburg, IN; American State Corporation, Lawrenceburg, IN 3 Chicago April 14,1997 Citizens Bancorp, Corvallis, OR Citizens Bank, Corvallis, OR 3 San Francisco April 7,1997 Citizens Banking Corporation, Flint, MI CB Financial Corporation, Jackson, MI; CB North, Charleviox, MI; City Bank & Trust, Jackson, Ml; City Bank, Saint Johns, MI 3 Chicago May 8,1997 Comerzbank AG, Frankfurt am Main, Germany CAM Acquisition, LLC, Wilmington, DE Montgomery Asset Mangement, L.P., Montgomery Services, LLC, all of San Francisco, CA, securities activities (bX7X0 and (iii); financial & Investment advisoiy services (bX6); administrative services 4 New York May 14,1997 Commercial Guaranty Bancshares, Inc., Shawnee Mission, KS CGB Capital Corporation, Shawnee Mission, KS, private placement of securities (bX7Xiii) 4 Kansas City June 3,1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Commerzbank Aktiengesellschaft, Frankfurt Main, Germany Commerz Futures Corporation, Chicago, IL, financial & investment advisory (b)(6) 4 New York May 23,1997 Community Bankshares Incorporated, Petersburg, VA County Bank of Chesterfield, Midlothian, VA 3 Richmond June 2,1997 Community Capital Corporation, Greenwood, SC The Bank of Newberry County, Newberry, SC 3 Richmond May 29,1997 Community Financial Corp., Edgewood, IA Community Savings Bank, Robbins, IA 3 Chicago May 16, 1997 Concord EFS, Inc., Memphis, TN EFS Federal Savings Bank, Oakland, TN; First Federal Bank, FSB, Memphis, TN, operating a savings association (b)(4)(ii) 4 St. Louis May 13,1997 Corley, John William, (1) Monticello, IL CONTINUED First State Bancorp of Monticello, Inc., Monticello, IL State Bank of Hammond, Hammond, IL; First State Bank of Monticello, Monticello, IL; First State Bank of Bloomington, Bloomington, IL; First State Bank of Heyworth, Heyworth, IL; CONTINUED CIBC Chicago May 16, 1997 Corley, John William, (2) Monticelli, IL and First State Bank of Atwood, Atwood, IL CIBC Chicago May 16, 1997 Covenant Bancorp, Inc., Haddonfield, NJ Covenant Bank, Haddonfield, NJ 3 Philadelphia April 22, 1997 Cox, Walter L., Sr., Naples, TX Morris County Bankshares, Incorporated, Naples, TX; Morris County National Bank, Naples, TX CIBC Dallas April 30, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Credit Suisse Group, Zurich, Switzerland, and Credit Suisse First Boston Corp., New York, NY TradeWeb, L.L.C., data processing (bX7) 4 New York April 16, 1997 CreditanstaltBankverein, Vienna, Austria community investments (b)(6) 4 New York February 24,1997 Criswell, Thomas E., Ada, OK; Home, Bill J., Sr., Ada, OK; Howard, C.B., Ada, OK; Thompson, Richard J., Oklahoma City, OK; Wall, James N., Shawnee, OK, all as co-trustees, First Ada Bancshares, Inc., Ada, OK; First National Bank and Trust Company, Ada, OK CIBC Kansas City April 30,1997 Crites, John William, Petersburg, WV South Branch Valley Bancorp, Inc., Moorefield, WV, and South Branch Valley National Bank of Moorefield, Moorefield, WV CIBC Richmond June 3,1997 Cumberland Bancorp, Inc., Carthage, TN The Bank of Mason, Mason, TN 3 Atlanta April 4, 1997 Dartmouth Capital Group, Inc., Huntington Beach, CA; Dartmouth Capital Group, L.P., Huntington Beach, CA; Commerce Security Bancorp, Inc., Huntington Beach, CA; and SDN Bancorp, Inc., Encinitas, CA Eldorado Bancorp, Irvine, CA; Eldorado Bank, Tustin, CA 3 San Francisco April 25, 1997 Deer, Charlie, Monroeville, AL First Citizens Bancorp, Inc., Monroeville, AL First Citizens Bank of Monroe County, Monroeville, AL CIBC Atlanta May 27, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Deutsche Bank, AG (Main) Federal Republic of Germany Ganis Credit Corporation, Newport Beach, CA, lending (b)(1) 4 New York May 12, 1997 DUNN Investment Co., Eagle Grove, IA Dunn Shares, Inc., Eagle Grove, IA; Security Savings Bank, Eagle Grove, IA; and F&M Shares Corp., Eagle Grove, IA; Farmers & Merchants Savings Bank, Manchester, IA 3 Chicago May 16,1997 Eagle Investment Company, Inc., Glenwood, MN Eagle Bank, Glenwood, MN 3 Minneapolis June 13, 1997 Eden Financial Corporation, San Angelo, TX The First State Bank of Rankin, Rankin, TX 3 Dallas March 24, 1997 Exchange Bankshares Corporation of Kansas, Atchison, KS The Farmers and Merchants State Bank, Effingham, KS 3 Kansas City May 2, 1997 F&M Bancorporation, Inc., Kaukana, WI; F&M Merger Corporation, Kaukana, WI Wisconsin Ban Corp., Prairie Du Chien, WI; Prairie City Bank, Prairie Du Chien, WI 3 Chicago May 12,1997 F&M Bancorporation, Inc., Kaukana, WI; F&M Merger Corporation, Kaukana, WI Citizen's National Bancorporation, Darlington, WI; Citizen's National Bank of Darlington, Darlington, WI 3 Chicago May 12, 1997 F.N.B. Corporation, Hermitage, PA Sun Bancorp, Inc., Selinsgrove, PA; Sun Bank, Selinsgrove, PA; Pennsylvania Sun Life Insurance Company, Phoenix, AR, insurance (b)(8)(i) 3 and 4 Cleveland April 10, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Fannin Bancorp, Inc., Employee Stock Ownership Plan and Trust, Windom, TX Fannin Bancorp, Inc., Windom, TX, and Fannin Bank, Windom, TX 3 Dallas June 12,1997 Farmers State Bank of Fort Morgan, ESOP, Fort Morgan, CO FSB Bancorporation, Inc., Fort Morgan, CO and Farmers State Bank, Fort Morgan, CO 3 Kansas City June 2,1997 Farmers State Holding Company, Marion, SD First State Financial Services, Inc., Bridgewater, SD, and First State Bank, Bridgewater, SD 3 Minneapolis May 30, 1997 FBA Bancorp, Inc., Chicago, IL Interim First Bank, S.B., Chicago, IL, a de novo bank, First Bank of the Americas, SSB, Chicago, IL 3 Chicago June 12,1997 Fifth Third Bancorp, Cincinnati, OH Suburban Bancorporation, Inc., Cincinnati, OH, Suburban Federal Savings Bank, Cincinnati, OH 4 Cleveland May 27,1997 Financial Services of St. Croix Falls, St. Croix Falls, WI State Bank of Dennison, Dennison, MN 3 Minneapolis June 6, 1997 First Bank System, Inc. (1), Minneapolis, MN CONTINUED U.S. Bancorp; U.S. Nat*l Bank of Oregon, Portland, OR; U.S. Bank of Washington, N.A., Seattle, WA; U.S. Bank of Nevada, Reno, NV; U.S. Bank ot Utah, Salt Lake City, UT; U.S. Bank of Idaho, Boise, ID; U.S. Bank of California, Sacremento, CA; CONTINUED 3 and 4 Minneapolis May 16, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity First Bank System, Inc. (2), Minneapolis, MN CONTINUED First State Bank of Oregon, Canby, OR; Sun Capital Bank, St. George, UT; and Business & Professional Bank, Woodland, CA; West One Trust Co., Salt Lake City, UT; LNB Corp., Alameda, CA; and U.S. Bank Trust Co., Portland, OR, CONTINUED 3 and 4 Minneapolis May 16,1997 First Bank System, Inc. (3), Minneapolis, MN CONTINUED personal and institutional trust & fiduciary activities (b)(3); U.S. Bancorp Insurance Agency, Inc., Portland, OR, insurance agency activities (b)(8)(i) and (vii); U.S. Trade Services, Inc., Portland, OR, letter of credit activities, (b)(l)(iv); CONTINUED 3 and 4 Minneapolis May 16, 1997 First Bank System, Inc. (4), Minneapolis, MN CONTINUED West One Life Insurance Co., Portland, OR, credit reinsurance (b)(8)(i); CBI Mortgage, Modesto, CA, mortgage banking (b)(l)(iii); Compass Group, Inc., Spokane, WA, investment advisory services (b)(4); Island Bancorp Leasing, Inc., Alameda, CA, CONTINUED 3 and 4 Minneapolis May 16, 1997 First Bank System, Inc. (5), Minneapolis, MN leasing & equipment financing (b)(5); and numerous partnerships, community development activities, (b)(6) 3 and 4 Minneapolis May 16, 1997 First Citizens Bancorp, Cleveland, TN The Home Bank FSB, Ducktown, TN, savings association (b)(9) 4 Atlanta April 25, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity First Citizens BancShares, Inc., Raleigh, NC First Savings Financial Corp., Reidsville, NC, and First Savings Bank of Rockingham County, Inc., SSB, Reidsville, NC 3 Richmond June 13,1997 First Coastal Bancshares, El Segundo, CA First Coastal Bank, N.A., El Segundo, CA 3 San Francisco April 11,1997 First Commerical Corporation, Little Rock, AR First Central Corporation, Searcy, AR; First National Bank, Search, AR 3 St. Louis April 22, 1997 First Financial Bancorp, Hamilton, OH Southeastern Indiana Bancorp, Vevay, IN; Vevay Deposit Bank, Vevay, IN 3 Cleveland April 14, 1997 First National Community Bancorp, Inc., Dunmore, PA First National Community Bank, Dunmore, PA 3 Philadelphia May 10, 1997 First Security Borporation, Salt Lake City, UT American Bancorp of Nevada, Inc., Las Vegas, NV; American Bank of Commerce, Las Vegas, NV 3 San Francisco May 27, 1997 First Security Corporation Employee Stock Ownership Plan, Norcross, GA First Security Corporation, Norcross, GA; First Security National Bank, Norcross, GA 3 Atlanta May 12, 1997 First State Bancshares of Blakely, Inc., Blakely, GA First State Bank of Donalsonville, Donalsonville, GA 3 Atlanta June 20, 1997 Firstbank Corporation, Alma, MI Lakeview Financial Corporation, Lakeview, MI, and Bank of Lakeview, Lakeview, MI 3 Chicago June 9, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity FirstFederal Financial Services, Corp., Wooster, OH Summit Bancorp, Inc., Akron, OH; Summit Bank, Arkron, OH; Summit Banc Investment Corporation, Akron, OH, investment advisory & securities brokerage (b)(6) and (7) 3 and 4 Cleveland May 12, 1997 FirstFederal Financial Services, Corp., Wooster, OH FirstFederal Bank, N.A., Wooster, OH; Mobile Consultants, Inc., Wooster, OH, lending (b)(1) & (b)(2) 3 and 4 Cleveland May 12,1997 Florida Bancshares, Inc., Dade City, FL First National Bank of Pasco, Dade City, FL 3 Atlanta April 21, 1997 Ford, Thomas Riley; Nelson, Paul Emil; and Southway, Henry Thomas, Alamosa, CO Alamosa Bancorporation Ltd., Alamosa, CO; Alamosa National Bank, Alamosa, CO CIBC Kansas City May 1, 1997 Fulton Financial Corporation, Lancaster, PA The Peoples Bank of Elkton, Elkton, MD 3 Philadelphia June 23, 1997 GBC Bancorp, Inc., Lawrenceville, GA Gwinnett Banking Company, Lawrenceville, GA (in organization) 3 Atlanta April 10, 1997 Gideon Bancshares Company, Dexter, MO First Midwest Bank of Chaffee, Chaffee, MO 3 St. Louis June 20, 1997 Giltner Investment Partnership, Ltd., Omaha, NE The Avoca Company, Avoca, NE; Farmers State Bank, Bennett, NE 3 Kansas City May 5, 1997 Gold Banc Corporation, Inc., Prairie Village, KS Peoples Bancshares, Inc., Clay Center, KS, and Peoples National Bank of Clay Center, Clay Center, KS 3 Kansas City June 13, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Greer, Elmo, East Bemstadt, KY Cumberland Valley Financial Company, London, KY CIBC Cleveland May 23,1997 Guaranty Bancshares Corporation, Kansas City, KS Bank of Coffey, Coffey, MO 3 Kansas City June 4, 1997 Harris Financial MHC, Harrisburg, PA Harris Financial Inc., Harrisburg, PA; Harris Savings Bank, Harrisburg, PA 3 Philadelphia March 27, 1997 Hendricks, Randall J . , Elsie, NE; and Orr, Warren, North Platte, NE Elsie, Inc., Elsie, NE; Commercial State Bank, Elsie, NE CIBC Kansas City March 14, 1997 Hohl Financial, Inc., Wahoo, NE Wahoo State Bank, Wahoo, Nebraska 3 Kansas City May 16, 1997 Hyder, Ronald Hollis, and McNabb, Garry Wayne, both of Livingston, TN, as co trustees of the Melissa Lynn Oakley 1996 Trust First Holding Company, Inc., Livingston, TN, First National Bank of the Cumberlands, Livingston, TN CIBC Atlanta June 2, 1997 Imperial Bancorp, Inglewood, CA Imperial Bank Arizona, Phoenix, AZ 3 San Francisco May 1, 1997 Industrial Bank of Japan, Ltd., Tokyo, Japan Aubrey G. Lanston & Co., Inc., New York, NY, securities activities (b)(7); data processing (b)(14); financial & investment activities (b)(6); and underwriting (b)(8) 4 New York May 12, 1997 Intra Financial Corporation, Clyde, KS Peoples Bancorp of Belleville, Inc., Belleville, KS, and Peoples Bank of Belleville, Belleville, KS 3 Kansas City June 20, 1997 InvestorsBancorp, Inc., Pewaukee, WI InvestorsBank, Pewaukee, WI 3 Chicago May 30, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity John Porter Pennington, El Paso, TX Ruidoso Bank Corporation, Ruidoso, NM, and Ruidoso State Bank, Ruidoso, NM CIBC Dallas June 11, 1997 Kale, Denis L. and Sandra, Osceola, IA Osceola Bancorporation, Osceola, IA; American State Bank, Osceola, IA CIBC Chicago April 16, 1997 Kazi, Zubair and Khatija, Studio City, CA; and Abdul-Rahman, Yahia and Magda, Pasadena, CA Greater Pacific Bancshares, Whittier, CA; Bank of Whittier, N.A., Whittier, CA CIBC San Francisco May 5, 1997 Kazi, Zubair and Khatija, Studio City, CA; and Yahia and Magda Abdul-Rahman, Pasadena, CA Kentucky Home Bank, Bardstown, KY 3 San Francisco April 17, 1997 Korea Long Term Credit Bank, Seoul, Korea Nara Bank, National Association, Los Angeles, CA 3 New York May 1, 1997 Kremlin Bancshares, Inc., Kremlin, OK Bank of Kremlin, Kremlin, OK 3 Kansas City April 11, 1997 Lane, Richard E.(l); McFadin, Nick, Jr.; Krause, Charles F. ; Rockwald Ltd.; Wolff, Gary W.; Meadows, Gilbert R.; G. G. Gale Family Partners, Ltd.; BGG Associates, LC; Schroeder, George F.; all of San Antonio, TX; CONTINUED South Texas Capital Group, Inc., San Antonio, TX; Plaza International Bank, N.A., San Antonio, TX; CONTINUED CIBC Dallas May 2, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Lane, Richard E.(2), San Antonio, TX; Garrett, Michael L. Garrett; Jack B. Sommerfield Defined Benefit Pension Plan, both of Dallas, TX; Wolff, George A.; Friddle, Paul R., both of Boeme, TX; CONTINUED South Texas Capital Group, Inc., San Antonio, TX; Plaza International Bank, N.A., San Antonio, TX; CONTINUED CIBC Dallas May 2, 1997 Lane, Richard E.(3), San Antonio, TX; Garrett, J. Patrick; and McDonie, Karen Wynne, Both of Houston, TX South Texas Capital Group, Inc., San Antonio, TX; Plaza International Bank, N.A., San Antonio, TX CIBC Dallas May 2, 1997 Lashute, Ronald J., Opelousas, LA American Bancorp, Inc., Opelousas, LA and American Bank & Trust Company, Opelousas, LA CIBC Atlanta May 23, 1997 Lauritzen Corporation 0 ), Omaha, NE CONTINUED First National of Nebraska, Inc., Omaha, NE, & First Nat'l Bank of Kansas, Overland Park, KS; First Nat'l Bank and Trust Co., Columbus, NE; Fremont Nat'l Bank, Fremont, NE; Platte Valley State Bank, Kearney, NE; First Nat'l Bank, CONTINUED 3 Kansas City June 2, 1997 Lauritzen Corporation (2), Omaha, NE CONTINUED North Platte, NE; and First National Bank of Omaha, Omaha, NE 3 Kansas City June 2, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Lloyds TSB Group PLC, and Lloyds Bank PLC, both of London, England IAI Holdings Inc., Investment Advisers, Inc., Minneapolis, MN, trust services (b)(3); investment advisory services (bX4); full-service brokerage (b)( 15); foreign exchange execution & advisory services, and other advisory & administrative services 4 New York March 26, 1997 Mahurin, Dixi, Bowling Green, KY; Mahurin, Peter and Dixie, Bowling Green, KY, acting in concert First Cecilian Bancorp, Inc., Cecilia, KY, Cecilian Bank, Cecilia, KY CIBC St. Louis April 30, 1997 Mansfield Bancshares, Inc., Mansfield, LA Riverside Bancshares, Inc., Logansport, LA, and Bank of Logansport, Logansport, LA 3 Dallas June 12, 1997 Marshall & Ilsey Corporation, Milwaukee, WI Security Capital Corporation, Milwaukee, WI, Security Bank, S.S.B., Milwaukee, WI 3 Chicago May 5, 1997 MASSBANK Corp., Reading, MA Glendale Co-operative Bank Bank, Everett, MA 3 Boston May 23, 1997 Mauldin, Leonard P., Town Creek, Alabama, Mauldin, Macke B., Sheffield, Alabama, and Mauldin, E. Fennel, Jr., Sheffield, Alabama, as the MPEFM, II Limited Partnership Banclndependent, Inc., Sheffield, AL, and Bank Independent, Sheffield, AL CIBC Atlanta June 2, 1997 MAXLOU Bancshares, Inc., Tahlequah, OK First State Bank, Tahlequah, OK; Liberty Finance, Inc., Tahlequah, OK, lending (b)(1) 3 and 4 Kansas City April 11, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity McConnell, Richard J . , Franklin, IN FSB Financial Corporation, Francisco, IN; FSB Bank, Francisco, IN CIBC St. Louis March 21,1997 Meade Bancorp, Inc., Brandenburg, KY Bedford Loan & Deposit Bancorp, Inc., Bedford, KY, and Bedford Loan & Deposit Bank, Bedford, KY 3 St. Louis June 20, 1997 Mellon Bank Corporation, Pittsburgh, PA 1st Business Corporation, Los Angeles, CA, and 1st Business Bank, Los Angeles, CA 3 Cleveland May 30, 1997 Mellon Bank Corporation, Pittsburgh, OH Buck Consultants, Inc., New York, NY, employee benefits consulting (b)(9)(ii) 4 Cleveland May 27,1997 Mercantile Bancorporation Inc., St. Louis, MO, and Ameribanc, Inc., St. Louis, MO Roosevelt Financial Group, Inc., Chesterfield, MO; Missouri State Bank & Trust Company, St. Louis, MO; Roosevelt Bank, Chesterfield, MI, savings association (b)(9) 3 and 4 St. Louis April 4, 1997 Mercantile Bancorporation, Inc., St. Louis, MI; Ameribanc, Inc., St. Louis, Ml Roosevelt Bank, Chesterfield, MI; Roosevelt Mortgage Company, Kansas City, MI, operation of a federal savings bank (b)(9) and mortgage banking activities (b)(1) 4 St. Louis May 8, 1997 Midstate Bancorp, Inc., Hinton, OK Binger Agency, Inc., Binger, OK; First Community Bank. Binger, OK 3 Kansas City May 8, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Midwest Bancorporation, Inc.; Midwest Bancshares, Inc., and Affiliated Employee Stock Ownership Plan, all of Poplar Bluff, MO Midwest Bancshares, Inc., Poplar Bluff, MO, and First Midwest Bank of Dexter, Dexter, MO; First Midwest Bank of Piedmont, Piedmont, MO; and Carter County State Bank, Van Buren, MO 3 St. Louis June 16, 1997 Montgomery, Tammy Bolton. Golden, MS, as Trustee for The Weaterford Foundation of Red Bay, Alabama, Inc., Red Bay, AL Independent Bancshares, Inc.. Red Bay, AL, Bank of Red Bay, Red Bay, AL CIBC Atlanta April 28, 1997 Morris Mayer Testamentary Trust, Walkenhorst, Dale as Trustee, Madison, NE Madison Bancshares, Inc., Madison, NE, Bank of Madison, Madison, NE CIBC Kansas City April 7, 1997 National Canton Bancshares, Inc., Canton, IL Sturm Investment, Inc., Denver, CO, The Union National Bank of Macomb, Macomb, IL 3 Chicago April 18, 1997 National City Bancshares, Inc., Evansville, IN Bridgeport Bancorp, Inc., Bridgeport, IL, and First National Bank of Bridgeport, Bridgeport, IL 3 St. Louis June 6, 1997 NEB Corporation, Fond du Lac, WI State Bank of St. Cloud, St. Cloud, WI 3 Chicago May 5, 1997 Neighborhood Bancorp, San Diego, CA CONTINUED extending loand and credit activities (b)(1) & (2) , and consumer financial counseling (b)(6) 3 and 4 San Francisco June 23, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Neighborhood Bancorp, San Diego, CA CONTINUED Section of law Reserve Bank Neighborhood Naf 1Bank, San Diego, CA; & Neighborhood Capital Advisors, San Diego, CA, community development (bX12); financial & investment advisory (bX6); Neighborhood Housing Development Corp., San Diego, CA, community development (bX12), CONTINUED 3 and 4 San Francisco June 23, 1997 Northeast Kansas Bancshares, Inc., Valley Falls, KS Valley Falls Insurance, Inc., Valley Falls, KS, Kendall State Bank, Valley Falls, KS, insurance activities (bX8Xiii) 3 and 4 Kansas City May 5, 1997 P.C.B. Bancorp, Inc., Largo, FL Anchor Savings Bank, F.S.B., St. Petersburg, FL, savings association (bX9) 4 Atlanta May 8, 1997 Parkway Bancorp, Inc., Harwood Heights, IL, and Parkway Acquisition Corporation, Harwood Heights, IL Jefferson Holding Corp., Chicago, IL; Jefferson State Bank, Chicago, IL 3 Chicago April 21, 1997 Patel, Susma;Patel (Suku), Suketu Madhusudan; Patel (Perry), Parimal Kantibhai; Amin, Bharat Muljibhai, London, England; and King, Dennis John Lloyd, Surrey, England; collectively, as the Patel Group First Bankshares, Inc., Longwood, FL, and First National Bank of Central Florida, Longwood, FI CIBC Atlanta May 30, 1997 PBT Bancshares, Inc., McPherson, KS Yoder Bankshares, Inc., Yoder, KS, and Farmers State Bank, Yoder, KS 3 Kansas City June 6,1997 End of comment period Applicant or notificant Acquiree or activity Penns Woods Bancorp, Inc., Williamsport, PA Columbia Financial Corporation, Bloomsburg, PA; First Columbia Bank & Trust Company, Bloomsburg, PA Peoples Bank Employee Stock Ownership Trust, Marion, KY Reserve Bank End of comment period 3 Philadelphia April 25, 1997 Peoples-Marion Bancorp, Inc., Marion, KY 3 St. Louis June 12,1997 Peoples Financial Services, Inc., Hamtramck, MI Peoples State Bank, Hamtramck, MI 3 Chicago May 23, 1997 Peoples-Marion Bancorp, Inc., Marion, KY The Peoples Bank, Marion, KY 3 St. Louis June 12, 1997 PHS Bancorp, M.H.C., Beaver Falls, PA Peoples Home Savings Bank, Beaver Falls, PA 3 Cleveland May 1, 1997 Pierce County Bancorp, Tacoma, WA Pierce Commercial Bank, Tacoma, WA 3 San Francisco April 21, 1997 Pinnacle Bancorp, Inc., Central City, NE First Ogallala Investment, Inc., Ogallala, NE; First National Bank of Ogallala, Ogallala, NE 3 Kansas City April 25, 1997 Pinnacle Bancshares, Inc., Thomson, GA McDuffie Bank & Trust, Thomson, GA 3 Atlanta May 5, 1997 Plainview Holding Company, Pilger, NE American National Creighton Co., Creighton, NE, and American National Bank of Creighton, Creighton, NE 3 Kansas City June 23, 1997 Section of law Applicant or notifteant Acquiree or activity PN Holdings, Inc., Ann Arbor, MI Pelican National Bank, Naples, FL (in organization); Washtenaw Mortgage Company, Ann Arbor, MI, lending (b)(1) 3 and 4 Atlanta April 21, 1997 Powell, Donald Edward, Amarillo, TX Tejas Bancshares, Inc. Fritch, TX; Fritch State Bank, Fritch, TX CIBC Dallas April 7, 1997 Premier Bancshares, Inc., LaGrange, TX, and Premier Holdings Nevada, Inc., Carson City, NV Citizens State Bank, Hempstead, TX 3 Dallas May 1, 1997 Regions Financial Corporation, Birmingham, AL The New Iberia Bancorp, Inc., New Iberia, LA; The New Iberia Bank, New Iberia, LA; First Bankshares, Inc., East Point, GA; First Bank of Georgia, East Point, GA; SB&T Corporation, Smyrna, GA; and Smyrna Bank and Trust Company, Smyrna, GA 3 Atlanta May 5, 1997 Reich Family Limited Partnership, Kansas City, MO, and general partners Carolyn Reich Weir, Independence, MO, and Nancy Reich Esry, Sarasota, FL Blue Ridge Bancshares, Inc., Kansas City, MO, and Blue Ridge Bank and Trust Co., Kansas City, MO CIBC Kansas City May 27, 1997 Republic Bancshares, Inc., St. Petersburg, FL F.F.O. Financial Group, Inc., St. Cloud, FL, and First Federal Savings and Loan Association of Ocelola County, Kissimmee, FL, operating a savings association (b)(4)(H) 4 Atlanta May 23, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Rossenberg, Clifford R., Sunset Beach, CA Security First Bank, Fullerton, CA CIBC San Francisco May 27, 1997 Sankovitz Family Limited Partnership, and Frankson Investment Corporation, both of Waseca, MN Bank of Ellendale, Ellendale, MN 3 Minneapolis April 28, 1997 Schonath Family Partnership, LP, Oconomiwoc, WI InvestorsBancorp, Inc., Pewaukee, WI, and InvestorsBank, Pewaukee, WI 3 Chicago May 30, 1997 Scott, Ben Jay, Coleman, TX Coleman Bancshares, Inc., Coleman, TX; Coleman County State Bank, Coleman, TX CIBC Dallas April 25, 1997 Security Bancshares, Inc., Scott City, KS Intra Financial Corp., and Exchange Bank of Clyde, Clyde, KS; Farmers State Bancshares of Sabetha, Inc., Sabetha, KS; Farmers State Bank, Sabetha, KS; Peoples Bancorp of Belleville, Inc., and Peoples Bank of Belleville, Belleville, KS 3 Kansas City June 20, 1997 Security State Corporation, Centralia, WA Security State Bank, Centralia, WA 3 San Francisco June 9,1997 Shorebank Corporation, Chicago, IL Shorebank Pacific Corp., Ilwaco, WA; ShoreTrust Bank, Seattle, WA ShoreTrust Trading Group, Inc., investment advice (b)(6) 3 Chicago May 17, 1997 South Branch Valley Bancorp, Inc., Moorefield, WV Capital State Bank, Inc., Charleston, WV 3 Richmond May 23, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Southeast Bancorp, Inc., Corbin, KY First Bank of East Tennessee, National Association, La Follette, TN 3 Cleveland April 4, 1997 Southerland Family Limited Partnership, Batesville, AR Citizens Bancshares of Batesville, Inc., Batesville, AR CIBC St. Louis May 15,1997 Southern Security Financial Corporation, Hollywood, FL Southern Security Bank Corporation, Hollywood, FL; Southern Security Bank of Hollywood, Hollywood, FL 3 Atlanta April 10, 1997 Spangler, Charles Leon, Aurora, MO Seligman Bancshares, Inc., Seligman, MO; First Independent Bank, Seligman, MO CIBC St. Louis May 15,1997 Steams Financial Services, Inc., Employee Stock Ownership Plan T l, St. Cloud, MN, and Steams Financial Services, Inc., St. Cloud, MN Arizona Community Bank of Scottsdale, Scottsdale, AZ 3 Minneapolis June 6, 1997 Summit Bancorp, Princeton, NJ Collective Bancorp, Inc., Egg Harbor, NJ; Collective Bank, Egg Harbor, NJ, operating a federal savings bank (b)(4Xii) Collective Financial Services, Inc., securities brokerage & insurance agency activities (b)(7)(l) 4 New York May 23, 1997 3 Philadelphia May 19,1997 Section of law Reserve Rank End of comment period and(bXllXiiO Susquehana Bancshares, Inc., Lititz, PA Founders Bank, Bryn Mawr, PA Applicant or notificant Acquiree or activity TCF Financial Corporation, Minneapolis, MN Winthrop Resources Corporation, Minnetonka, MN, leasing personal property (bX3) 4 Minneapolis May 27, 1997 Tehama Bancorp, Red Bluff, CA Tehema Bank, Red Bluff, CA 3 San Francisco May 12,1997 Tehama Bancorp, Red Bluff, CA Bancorp Financial Services, Sacramento, CA, leasing activities (b)(5) 4 San Francisco May 5,1997 Texas Financial Bancorporation, Inc., Minneaplis, MN, and Delaware Financial Bancorporation, Inc., Wilmington, DE Austin County Bancshares, Inc., Belleville, TX; Austin County BancsharesDelaware, Wilmington, DE; and Austin County State Bank, Belleville, TX 3 Dallas March 27, 1997 The Bank of Mulberry Employee Stock Ownership Trust, Mulberry, AR ACME Holding Company, Inc., Mulberry, AR, and The Bank of Mulberry, Mulberry, AR 3 St. Louis June 23,1997 Trustcorp Financial, Inc., St. Louis, MO Missouri State Bank and Trust Company, St. Louis, MO 3 St. Louis June 2,1997 Union Illinois 1995 Investment Limited Partnership, Swansea, IL Union Illinois Company, Swansea, IL, Union Bank of Ollinois, Swansea, IL, State Bank of Jerseyville, Jerseyville, IL 3 St. Louis May 10,1997 Union Illinois Company, Swansea, IL Missouri PayDay Loan Company, Inc., St. Louis, MO; Missouri Budget, Inc., St. Louis, MO, and Budget Finance, Inc., St. Louis, MO, consumer credit (b)(1) 4 St. Louis May 19, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity United Bankshares, Inc., Charleston, WV First Patriot Bankshares Corporation, Reston, VA, and Patriot National Bank, Reston, VA 3 Richmond June 16,1997 United Community Banks, Inc., Blairsville, GA United Family Finance Co., Blairsville, GA, credit insurance activities (b)(8Xii) 4 Atlanta April 25, 1997 United Community Banks, Inc., Blairsville, GA United Family Finance Co., Blue Ridge, GA (formerly Mountain Mortgage & Loan, Inc.), making, acquiring, or servicing loans or other extensions of credit (b)(1) 4 Atlanta March 25, 1997 United Rossevelt MHC, and United Rossevelt Bancorp, both of Carteret, NJ United Rossevelt Savings Bank, Carteret, NJ 3 New York June 23, 1997 Valcourt, Jeffery T., Arlington, VA United Financial Banking Companies, Inc., Vienna, VA, and The Business Bank, Vienna, VA CIBC Atlanta June 5,1997 Vermont Financial Services Corp., Brattleboro, VT Eastern Bancorp, Inc., Dover, NH savings association, Vermont Federal Bank, FSB, Williston, VT, (b)(9) 4 Boston April 14,1997 Village Bancshares, Inc., Springfield, MO Village Bank, Springfield, MO (a de novo state charted bank) 3 St. Louis June 16,1997 West Point Bancorp, Inc., West Point, NE Dakota Bancshares, Inc., West Point, NE; Dakota County State Bank, West Point, NE 3 Kansas City April 18, 1997 Whipple Family Limited Partnership, Arkadelphia, AR Horizon Bancorp, Inc., Arkadelphia AR; Horizon Bank, Inc. Malvern, AR 3 St. Louis May 27, 1997 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree or activity Young, William Howerton, Fredonia, KY Fredonia Valley Bancorp, Inc., Fredonia, KY and Fredonia Valley Bank, Fredonia, KY CIBC St. Louis May 23, 1997 Zions Bancorporation, Salt Lake City, UT Tri-State Bank, Montpelier, ID 3 San Francisco June 6, 1997 Section of law Reserve Bank End of comment period Addresses for Comments and Information Requests Addresses for comments differ from those for information requests. Addresses fo r Comments Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or the Board. Federal Reserve Bank of Boston Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA 02106-2204 Federal Reserve Bank of New York Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001 Federal Reserve Bank of Philadelphia Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia, PA 19105-1521 Federal Reserve Bank of Cleveland Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH 44101-2566 Federal Reserve Bank of Richmond A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528 Federal Reserve Bank of Atlanta Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA 30303-2713 Federal Reserve Bank of Chicago Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL 60690-1413 Federal Reserve Bank of St. Louis Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034 Federal Reserve Bank of Minneapolis Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171 Federal Reserve Bank of Kansas City D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001 Federal Reserve Bank of Dallas Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272 Federal Reserve Bank of San Francisco Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San Francisco, CA 94105-1579 Board of Governors of the Federal Reserve System William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001 Information Requests The public portions of the applications and notices currently listed in this release are available on an expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also may be obtained from the Board. Federal Reserve Bank of Boston Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219) Federal Reserve Bank of New York Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628) Federal Reserve Bank of Philadelphia Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146) Federal Reserve Bank of Cleveland Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932) Federal Reserve Bank of Richmond Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283) Federal Reserve Bank of Atlanta Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342) Federal Reserve Bank of Chicago Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894) Federal Reserve Bank of St. Louis Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740) Federal Reserve Bank of Minneapolis Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702) Federal Reserve Bank of Kansas City Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252) Federal Reserve Bank of Dallas Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302) Federal Reserve Bank of San Francisco Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031) Board of Governors of the Federal Reserve System Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)