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ANNOUNCEMENT BY BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (H.2, 1978 No. 47) Actions of the Board? Applications and Reports Received During the Week Ending November 25, 1978 ACTIONS OF THE BOARD Federal Bank Supervisory Agencies announced procedures for examination of financial institutions covered under the new Community Reinvestment Act and regulations. Consumer Advisory Council, meeting scheduled for December 6 7, 1978. Brownwood Bancshares, Inc., Brownwood, Texas, extension of time to January 16, 1979, within which to consummate the acquisition of Citizens National Bank at Brownwood, Brownwood, Texas. 1/ First City Bancorporation of Texas, Inc., Houston, Texas, extension of time to January 15, 1979, within which to consummate the acquisition and to open First City Bank -West, N.A., El Paso, Texas. 1/ San Augustine Bancshares, Inc., San Augustine, Texas, extension of time to January 2, 1979, within which to consummate the acquisition of Commercial State Bank, San Augustine, Texas. 1/ State Exchange Bancshares, Inc., Yates Center, Kansas, extension of time to January 17, 1979, within which to consummate the acquisition of The State Exchange Bank, Yates Center, Kansas. 1/ Texas Commerce Bancshares, Inc., Houston, Texas, extension of time to March 5, 1979, within which to consummate the acquisition of Richmond Commerce Bank, a de novo State bank, Houston, Texas. 1/ South Boston Bank and Trust Company, South Boston, Virginia, requesting permission to make an investment in bank premises. 1/ 17 Application processed on behalf of the Board of Governors under delegated authority. I-1.2, 1978 No. 47 — 2 — ACTIONS OF THE BQARD-Continued Coimnerce Union Bank, Nashville, Tennessee, requesting an extension of time to December 9, 1979, within which to open a branch at 2121 Blakemore Avenue, Nashville, Tennessee. 1/ Springfield Marine Bank, Springfield, Illinois, extension of time to February 19, 1979, within which to establish a branch at the southeast comer of Rutledge Street and North Grand Avenue, Springfield, Illinois. 1/ Irving Trust Company, New York, New York, requesting a six-month extension of time within which to establish and open for business a branch bank in Milan, Italy. 1/ Morgan Guaranty International Finance Corporation, New York, New York, requesting an additional one year extension of time within which its whollv-ozned subsidiary, J.P. Morgan Overseas Capital Corporation, may complete the acquisition of all of the shares of J.P. Morgan (Hong Kong) Limited. 1/ United California Overseas Investment Corporation, Los Angeles, California, extension of time to November 18, 1979, within which to acquire additional shares of UBC Financial Services, Ltd., Toronto, Canada. 1/ Dominion National Bank of the Peninsula, York County, Virginia, proposed merger with Dominion National Bank of Tidewater, Norfolk, Virginia, report to the Comptroller of the Currency on competitive factors. 1/ 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 - 3 ACTIONS OF TEE BOAKD-Continued International Investments and Other Actions Pursuant to Sections 25 and 25(a) of the Federal Reserve Act and Sections 4(c)(9) and 4(c)(13) of the Bank Holding Company Act of 1956, as amended Approved Manufacturers Hanover International Finance Corporation, New York, New York: grants consent for your Corporation to purchase and hold, directly or indirectly, (1) 700,000 newly issued shares of Manufacturers Hanover Bank, Ltd., Channel Islands; (2) to acquire all the shares of TKM Credit Corporation Ltd., Redhill, England, after TKM Credit acquires all the shares of TKM Leasing Ltd. and TKM Factors Ltd.; and (3) to acquire additional shares of TKM Credit. Manufacturers Hanover Trust Company, New York, New York: grants consent for (a) Manufacturers Hanover International Finance Corporation, New York, New York, to acquire shares of Manufacturers Hanover Holding Inc., Dover, Delaware and to exchange minority investments for additional shares of Holding, after which Finance will hold 50 per cent of the outstanding shares of Holding; (b) Manufacturers Hanover International Banking Corporation, New York, New York, to acquire the remaining 50 per cent of the outstanding shares of Holding by exchanging minority investments, and grants consent for Finance to acquire from Manufacturers Hanover Trust Company, New York, New York, 2 per cent of the shares of Manufacturers Hanover Bank/Belgium, Brussels, Belgium. Philadelphia International Investment Corporation, Philadelphia, Pennsylvania: grants consent for Philadelphia International Investment Corporation, Philadelphia, Pennsylvania, to increase its investment in Joh. Berenberg, Gossler & Co., Hamburg, Germany, in order to maintain its 15 per cent interest in Gossler. Philadelphia International Investment Corporation, Philadelphia, Pennsylvania: grants consent for Philadelphia International Investment Corporation, Philadelphia, Pennsylvania, to purchase and hold, directly or indirectly, additional shares of Concord International S.A., Luxembourg, in order to participate in a capital increase by International. 4 H.2, 1978 No. 47 ACTIONS OF THE BOARD-Continued NCNB Corporation, Charlotte, North Carolina: grants permission for North Carolina National Bank, Charlotte, North Carolina, to purchase and hold 100 per cent of the shares of a de novo merchant bank in London, England. Chemical Bank International of Chicago, Chicago, Illinois: grants consent for your Corporation to issue and have outstanding promissory notes payable to the ExportImport Bank of the United States with maturities in excess of one year. Walter E. Heller International Corporation, Chicago, Illinois: grants consent to continue to hold, directly or indirectly, 100 per cent of the shares of Heller Financial Services Limited, Melbourne, Australia. * * * * * To Form a Bank Holding Company Pursuant to Section 3 (a) (1) of the Bank Holding Company Act of 1956 Suspended DeSoto Financial Corporation, DeSoto, Texas, for approval to acquire 89.66 per cent of the voting shares of DeSoto State Bank, DeSoto, Texas. 2/ Approved CHARTER 95 CORPORATION, Hudson, Wisconsin, for approval to acquire 95.9 per cent of the voting shares of The First National Bank of Hudson, Hudson, Wisconsin. 1/ & 2/ Rose Banco, Inc., Roseville, Minnesota, for approval to acquire 82.1 per cent of the voting shares of The Roseville State Bank, Roseville, Minnesota. 1/ & 2/ Morrill Bancshares, Inc., Morrill, Kansas, for approval to acquire 80 per cent or more (less directors' qualifying shares) of the voting shares of The Morrill State Bank, Morrill, Kansas. 1/ & 2/ 1/ Application processed on behalf of the Board of Governors under delegated authority. 2/ Application subject to Community Reinvestment Act. .1 H.2, 1978 No. 47 5 ACTIONS OF THE BOARD-Continued Tarrant Bancshares, Inc., Fort Worth, Texas, for approval to acquire at least 80 per cent of the voting shares of Tarrant Bank, Fort Worth, Texas. 1/ & 2/ * * * * * To Expand a Bank Holding Company Pursuant to Section 4(c)(8) of the Bank Holding Company Act of 1956 Approved National Detroit Corporation, Detroit, Michigan, for approval to acquire, through its wholly owned subsidiary, NBD Mortgage Company, Detroit, Michigan, certain assets of Pioneer Mortgage Corporation, Upland, California. Rainier Bancorporation, Seattle, Washington, for approval to engage de novo through its indirect subsidiary, Rainier Credit Life Insurance Company, in the activity of underwriting (pursuant to a reinsurance agreement) credit life and disability insurance that is directly related to extensions of credit by Applicant and its credit extending subsidiaries in the States of California, Washington, Oregon, Alaska, Nevada, Hawaii and Utah. 1/ Delayed First National State Bancorporation, Newark, New Jersey, notification of intent to engage in de novo activities (credit life and accident and health insurance for installment credit borrowers of subsidiary banks; any other insurance that is directly related to an extension of credit by a subsidiary bank or a bank related firm or is directly related to the provision of other financial services by a subsidiary bank or a bank related firm; and any insurance for the company's banking subsidiaries) at 550 Broad Street, Newark, New Jersey, through its subsidiary, Broad & Lombardy Associates, Inc. (11/22/78) 3/ 17 Application processed on behalf of the Board of Governors under delegated authority. 2/ Application subject to Community Reinvestment Act. 3/ 4(c) (8) or 4(c)(12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. ! H.2, 1978 No. 47 - 6 - ACTIONS OF THE WARD-Conbinued Reactivated First National State Bancorporation, Newark, New Jersey, notification of intent to engage in de novo activities (credit life and accident and health insurance for installment credit borrowers of subsidiary banks; any other insurance that is directly related to an extension of credit by a subsidiary bank or a bank related firm or is directly related to the provision of other financial services by a subsidiary bank or a bank related firm; and any insurance for the company's banking subsidiaries) at 550 Broad Street, Newark, New Jersey, through its subsidiary, Broad & Lcmbardy Associates, Inc. (11/21/78) 3/ Tracy Bancorp, Salt Lake City, Utah, notification of intent to engage in de novo activities (leasing of personal property and equipment or the acting as an agent, broker or adviser in the leasing and/or financing of such property where at the inception of the initial lease the effect of the transaction (and, with respect to governmental entities only, reasonably anticipated future transactions) will yield a return that will compensate the lessor for not less than the lessor's full investment in the property plus the estimated total cost of financing the property over the term of the lease as is authorized by the Federal Reserve Board under Regulation Y and the Bank Holding Company Act) at 107 South Main Street, Salt Lake City, Utah (11/22/78) 3/ Permitted Cliemical New York Corporation, New York, New York, notification of intent to engage in de novo activities (leasing real and personal property and equipment on a non-operating, full payout basis, and acting as agent, broker and adviser with respect to such leases; financing real and personal property and equipment such as would be done by a commercial finance company; and servicing such extensions of credit) at 8095 East Belleview Avenue, Englewood, Colorado, through its subsidiary, C h e m i s e , Inc. (11/20/78) 3/ j7 4 (c)(8) or 4(c)(12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. - 7 - H.2, 1978 No. 47 ACTIONS OF TIE BOARD-Continued Philadelphia National Corporation, Philadelphia, Pennsylvania, notification of intent to engage in de novo activities (making installment loans for personal, family and household purposes; purchasing sales finance contracts executed in connection with the sale of personal, family and household goods and services; in connection with certain personal installment loans made and sales finance contracts purchased, selling casualty insurance, credit life insurance and credit accident and health insurance and reinsuring such credit life insurance and credit accident and health insurance through Patrick Henry Life Insurance Company and Patrick Henry Insurance Company, indirect subsidiaries of Philadelphia National Corporation; advertising, offering and preparing motor vehicle leases and generally acting as agent for a lessor of motor vehicle leases and generally acting as agent for a lessor of motor vehicle leases; and generally engaging in the business of a consumer finance company) at 1800 Three Gateway Center, Pittsburgh, Pennsylvania, through a subsidiary, Signal Consumer Discount Company (11/25/78) 3/ Merchants National Corporation, Indianapolis, Indiana, notification of intent to engage in de novo activities (leasing of capital goods and equipment to industry, banks or others, or acting as agent, broker or adviser in leasing such personal property where at the inception of the initial lease the effect of the transaction will yield a return that will compensate the lessor for not less than the lessor's full investment in the property plus the estimated total cost of financing the property over the term of the lease and such leases shall comply with Section 225.4 (a)(6) of Regulation Y issued by the Board of Governors of the Federal Reserve System) at 2709-0 Pan American Freeway N.E., Albuquerque, New Mexico, through its subsidiary, Pacific American Leasing Corporation, Albuquerque, New Mexico (11/25/78) 1/ First Bank System, Inc., Minneapolis, Minnesota, notification of intent to engage in de novo activities (leasing of personal property) in Milwaukee, Wisconsin, through its wholly-owned subsidiary, FBS Financial, Inc. (11/26/78) 3/ 37 4 (c) (8) or"TfcT(12)" notffication processed by Reserve Bank on behalf of the Board of Governors under delegated authority. ACTIONS OF THE BOARD-Continued BankAmerica Corporation, Sari Francisco, California, notification of intent to engage in de novo activities (making or acquiring, for its cwn account loans and other extensions of credit such as would be made or acquired by a finance company and servicing loans and other extensions of credit; such activities will include, but not be limited to, making consumer installment loans, purchasing installment sales finance contracts, making loans and other extensions of credit to small businesses, and making loans secured by real and personal property; and the offering of credit related life, credit related accident and disability insurance, and credit related property insurance in connection with extensions of credit made or acquired by FinanceAmerica Consumer Discount Company) at 1500 DeKalb Pike, Norristown, Pennsylvania, through its indirect subsidiary, FinanceAmerica Consumer Discount Company (11/19/78) 3/ BankAmerica Corporation, San Francisco, California, notification of intent to engage in de novo activities (making or acquiring, for its own account loans and other extensions of credit such as would be made or acquired by a finance company and servicing loans and other extensions of credit; such activities will include, but not be limited to, making consumer installment loans, purchasing installment sales finance contracts, making loans and other extensions of credit to small businesses, and making loans secured by real and personal property; and the offering of credit related life, credit related accident and disability insurance, and credit related property insurance in connection with extensions of credit made or acquired by FinanceAmerica Corporation) at 145 Grand Avenue, Grand Junction, Colorado, through its indirect subsidiary, FinanceAmerica Corporation (a Colorado Corporation) (11/25/78) 3/ 3/ 4(c) (8) or 4(c) (12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 — ^ — ACTimSOFTHEBOARD-Continued Certifications Issued Pursuant to the Bank Holding Company Tax Act of 1976 Investment Corporation of America, Minneapolis, Minnesota ("Invesco") prior certification pursuant to section 1101(a) of the Internal Revenue Code that the proposed pro rata distribution to Invesco*s shareholders of all of the shares of S&M Corporation, Minneapolis, Minnesota, is necessary or appropriate to effectuate section 4 of the Bank Holding Company Act. (Legal Division Docket No. TCR 76-150) 1/ 1/ Application processed on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 - 1 0 - APPLICATIONS RECEIVED To Establish a Domestic Branch Pursuant to Section 9 of the Bank Holding Company Act of 1956 The Chardon Savings Bank Company, Chardon, Ohio. Branch to be established at 15561 Kinsman Road, MiddlefieId, Geauga County. 2/ The State Bank and Trust Company, Defiance, Ohio. Branch to be established at 332 East Main Street, Ottawa, Putnam County. 2/ Commerce Union Bank Chattanooga, Chattanooga, Tennessee. Branch to be established at 2107 4th Street, Chattanooga. 2/ * * * * * To Merge Pursuant to Section 18(c) of the Federal Deposit Insurance Act Central Bank of Northern Virginia, Bailey's Crossroads, Virginia, to merge with First Manassas Bank and Trust Company, Manassas. 2/ * * * * * To Form a Bank Holding Company Pursuant to Section 3 (a) (1) of the Bank Holding Company Act of 1956 Clayton Bancshares, Inc., Clayton, Illinois, for approval to acquire 82.6 per cent of the voting shares of Clayton State Bank, Clayton, Illinois. 2/ Ormsby Bancshares, Inc., Ormsby, Minnesota, for approval to acquire 86 per cent of the voting shares of Ormsby State Bank, Ormsby, Minnesota. 2/ White Oak Bancshares, Inc., White Oak, Texas, for approval to acquire 80-100 per cent of the voting shares of White Oak State Bank, White Oak, Texas. 2/ 2/ Application subject to Community Reinvestment Act. # H.2, 1978 No. 47 11 - APPLICATIONS RECEIVED-Continued To Expand a Bank Holding Company Pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956 Security BancShares of Montana, Inc., Billings, Montana, for approval to acquire"100 per cent (less directors' qualifying shares) of the voting shares of Rimrock Bank of Billings, Billings, Montana. 2/ * * * * * To Expand a Bank Holding Company Pursuant to Section 4 (c) (8) of the Bank Holding Company Act of 1956 Chemical New York Corporation, New York, New York, notification of intent to relocate de novo activities (making or acquiring, for its own account loans and other extensions of credit such as would be made or acquired by a finance company and servicing loans and other extensions of credit; such activities will include, but not be limited to, making consumer installment loans, purchasing installment sales finance contracts, making loans and other extensions of credit to small businesses, and making loans secured by real and personal property; acting as agent or broker for the sale of credit related life, credit related accident and disability and credit related property and casualty insurance in connection with extensions of credit made or acquired by Sun Finance Company-3) from 1836 East Victory Drive, Savannah, Georgia to 6555 Abercorn Street, Savannah, Georgia, through its subsidiary, Sunamerica Corporation (11/20/78) 3/ Manufacturers Hanover Corporation, New York, New York, notification of intent to engage in de novo activities (arranging, making or acquiring for its own account or for the account of others, loans and other extensions of credit such as would be made or acquired by a mortgage company; servicing such loans and other extensions of credit; and engaging through an indirect subsidiary known as CMC Insurance Agency, Inc. in 2/ Application subject to Corimunity Reinvestment Act. 3/ 4(c)(8) or 4(c)(12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1978 No, 47 - 12 APPLICATIONS RECEIVED-Continued acting as insurance agent or broker for the sale of credit life and credit accident and health insurance relating to such loans and other extensions of credit) such lending activities will be conducted at an office of Citizens Mortgage Corporation at 4326 Dale Boulevard, Woodbridge, Virginia and such insurance activities will be conducted at the head office of Citizens Mortgage Corporation located at 24700 Northwestern Highway, Southfield, Michigan (11/22/78) 3/ Manufacturers Hanover Corporation, New York, New York, notification of intent to relocate de novo activities (making or acquiring, for its own account or for the account of others, loans and other extensions of credit such as would be made by a finance company, making or acquiring, for its own account or for the account of others, loans and other extensions of credit such as would be made by a sales finance company including purchasing installment sales finance contracts, servicing any such loans and other extensions of credit for any persons; and acting as agent or broker for the sale of credit related life and accident and health insurance which is related to extensions of credit made and acquired by, and property damage and liability insurance insuring collateral securing direct extensions of credit by Ritter Consumer Discount Company, Inc. of Pennsylvania; reinsurance through Ritter Life Insurance Company of credit life insurance which is related to extensions of credit made or acquired by Ritter Consumer Discount Company, Inc. of Pennsylvania) from 1331 East Lincoln Highway, Levittcwn, Pennsylvania to 6908 Briston-Emile Road, Levittown, Pennsylvania, through its subsidiary, Ritter Consumer Discount Company, Inc. of Pennsylvania (11/22/78) 3/ Virginia National Bankshares, Inc., Norfolk, Virginia, notification of intent to relocate de novo activities (making, acquiring, and servicing for its own account or for the account of others, loans secured principally by second mortgages on real property; and act37 4(c) (8) or 4(c) (12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 - 13 APPLICATIONS RECEIVED-Continued ing as an agent in the sale of credit life insurance and accident and health insurance in connection with such loans) from 201 East Gary Street, Richmond, Virginia to 8310 Midlothian Turnpike, Richmond, Virginia, through its subsidiary, VNB Equity Corporation (11/21/78) 3/ Michigan National Corporation, Blocmfield Hills, Michigan, for approval to engage in data processing activities through a de novo subsidiary, Terminal Devices, Inc., Bloomfield Hills, Michigan. Citizens Fidelity Corporation, Louisville, Kentucky, notification of intent to continue to engage in de novo activities (leasing of personal property and equipment and acting as agent, broker or adviser in the leasing of such property) at Bluegrass Commerce Center, 400 East Main Street, Lexington, Kentucky, through its subsidiary, Citizens Fidelity Leasing Corporation (11/24/78) 3/ Security Pacific Corporation, Los Angeles, California, notification of intent to engage in de novo activities (acting as escrow agent for the purchase and sale of real property and the execution of all documents and disbursal of funds relating to loan transactions and all other activities engaged in by an escrow company) at 6809 Magnolia Avenue, Riverside, California, through a subsidiary, S.P.M.C. Escrow, Inc. (11/16/78) 3/ Security Pacific Corporation, Los Angeles, California, notification of intent to engage in de novo activities (making or acquiring, for its own account or for the account of others, loans and extensions of credit including making consumer installment personal loans, purchasing consumer installment sales finance contracts, making loans to small businesses and other extensions of credit such as would be made by a factoring company or a consumer finance company; and acting as broker or agent for the sale of credit related life, accident and health insurance and credit related property and 37 4(c) (8) or 4(c) (12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 - 14 APPLICATIONS RECEIVED-Continued casualty insurance) at 3580 Wilshire Boulevard, Los Angeles, California, through its subsidiary, Security Pacific Finance Corp. (11/16/78) 3/ Security Pacific Corporation, Los Angeles, California, notification of intent to engage in de novo activities (making or acquiring, for its own account or for the account of others, loans and extensions of credit including making consumer installment personal loans, purchasing consumer installment sales finance contracts , making loans to small businesses and other extensions of credit such as would be made by a factoring company or a consumer finance company; and acting as broker or agent for the sale of credit related life, accident and health insurance and credit related property and casualty insurance) at 441 South Calle Encilia, Palm Springs, California, through its subsidiary, Security Pacific Finance Corp. (11/20/78) 3/ Security Pacific Corporation, Los Angeles, California, notification of intent to engage in de novo activities (making or acquiring, for its own account or for the account of others, loans and extensions of credit including making consumer installment personal loans, purchasing consumer installment sales finance contracts, making loans to small businesses and other extensions of credit such as would be made by a factoring company or a consumer finance company; and acting as broker or agent for the sale of credit related life, accident and health insurance and credit related property and casualty insurance) at 1 Market Plaza, Spear Street Tower, San Francisco, California, through its subsidiary, Security Pacific Finance Corp. (11/16/78) 3/ Security Pacific Corporation, Los Angeles, California, notification of intent to engage in de novo activities (the origination and acquisition of mortgage loans, including development and construction loans on multifamily and camiercial properties for its own account or for the sale to others and the servicing of such loans for others) at 36 South State Street, Salt Lake City, Utah, through its subsidiary, Security Pacific Mortgage Corporation (11/15/78) 3/ 37 4(c)(8) or 4(c)(12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority. H.2, 1978 No. 47 -15APPLICATIONS RECEIVED-Continued U.S. Bancorp, Portland, Oregon, notification of intent to engage in de novo activities (making, acquiring and servicing of loans and other extensions of credit either secured or unsecured for its own account or for the account of others, including the making of consumer installment loans, purchasing consumer installment and real estate sales finance contracts and evidences of debt and making consumer home equity loans secured by real estate, making industrial loans; and acting as insurance agent with regard to credit life and disability insurance solely in connection with extensions of credit by U.S. Creditcorp) at 235 N.E. 122nd Avenue, Portland, Oregon, through its subsidiary, U.S. Creditcorp (11/16/78) 3/ * * * * * REPORTS RECEIVED Registration Statement Filed Pursuant to Section 12 (g) of the Securities Exchange Act Union Trust Company of Wildwood, Wildwood, New Jersey. (Amendment #1) PETITIONS FOR RULEMAKING None. 3/ 4(c)(8) or 4(c) (12) notification processed by Reserve Bank on behalf of the Board of Governors under delegated authority.