The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.
Federal Reserve Release H.2 Actions o f the Board, Its Staff, and the Federal Reserve Banks: Applications and Reports Received No. 40 Week Ending October 4,1997 Board o f Governors o f the Federal Reserve System, Washington, DC 20551 No. 40 ACTIONS TAKEN BY THE BOARD OF GOVERNORS TESTIMONY AND STATEMENTS Accounting standards for derivatives and risk management activities -- statement by Governor Phillips before the Subcommittee on Capital Markets, Securities and Government Sponsored Enterprises of the House Committee on Banking and Financial Services, October 1,1997. - Published, October 1,1997 Quality and quantity of some new-design $50 notes -- statement by Theodore E. Allison, Assistant to the Board, before the Subcommittee on Domestic and International Monetary Policy of the House Committee on Banking and Financial Services, October 1,1997. - Published, October 1,1997 BANK HOLDING COMPANIES ANB Holding Company, Ltd., Terrell, Texas, and ANB Corporation —to acquire Lakeside Bancshares, Inc., Rockwall, Texas, and Lakeside National Bank. - Approved, September 29,1997 Chase Manhattan Corporation, New York, New York, and Chase Holding Delaware, Inc. -- to acquire Chase Manhattan Bank and Trust, Company, Los Angeles, California. - Approved, September 29,1997 H.2 September 28, 1997 to October 4, 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; RBOPS - Reserve Bank Operations and Payment Systems; IF - International Finance; OSDM - Office of Staff Director for Management BANK BRANCHES, DOMESTIC Kansas City Eaton Bank, Eaton, Colorado -- to establish a branch at 930 11th Avenue and 1025 10th Street, Greeley, Colorado. - Approved, September 30,1997 Cleveland Heartland Bank, Croton, Ohio -- to establish a branch at 6887 East Main Street, Reynoldsburg, Ohio. - Approved, October 3,1997 Chicago Old Kent Bank, Grand Rapids, Michigan —to establish a branch at the intersection o f Lake Lansing Road and Coolidge Avenue, East Lansing, Michigan. - Approved, September 30,1997 Chicago Old Kent Bank, Grand Rapids, Michigan —to establish a branch at 3205 Eagle Crest N.E. - Approved, September 29,1997 Chicago Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 8235 Holly Road, Grand Blanc, Michigan. - Approved, September 30,1997 Kansas City State Bank & Trust Company, Colorado Springs, Colorado —to establish a branch at 5710 Palmer Park Boulevard. - Approved, October 3,1997 BANK HOLDING COMPANIES Dallas ANB Corporation, Terrell, Texas —to acquire Lakeside Bancshares, Inc., Rockwall, Texas, and Lakeside National Bank. - Approved, September 29,1997 H.2 September 28,1997 to October 4,1997 Page 2 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Kansas City Bank Capital Corporation, Strasburg, Colorado -- to increase ownership in Guaranty Corporation, Denver, Colorado. - Approved, October 1,1997 Chicago Centre 1 Bancorp, Inc., Beloit, Wisconsin -- to acquire First Winnebago Corporation, Winnebago, Illinois, and First National Bank of Winnebago. - Approved, October 1,1997 New York Chase Manhattan Corporation, New York, New York; Chase Equity Holding, Inc., Wilmington, Delaware; and CBC Holding (Delaware) Inc. —to acquire the corporate trust services business of Mellon Bank Corporation, Pittsburgh, Pennsylvania, and engage in trust company services through the acquisition of New Trust Company, National Association. - Approved, October 1,1997 Richmond First National Bank of Rocky Mount, Rocky Mount, Virginia -- request for waiver of application in connection with the proposed establishment of First National Exchange Bank, Roanoke, Virginia. - Granted, October 2,1997 Minneapolis First Western Bancorp, Inc., Huron, South Dakota -- notice to acquire shares of Direct Technology, LLC, and engage in data processing activities. - Withdrawn, September 29,1997 Chicago Marshall & Ilsley Corporation, Milwaukee, Wisconsin - to acquire Security Capital Corporation and Security Bank, S.S.B. - Approved, September 29,1997 Secretary National City Corporation, Cleveland, Ohio —to engage through Electronic Payment Services, Inc., a joint venture, in automated teller machine and point-of-sale activities worldwide, and thereby engage in data processing. - Permitted, September 29,1997 H.2 September 28, 1997 to October 4,1997 Page 3 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY New York New Amboy, Inc., Old Bridge, New Jersey -- to acquire by merger Amboy National Bank. - Approved, October 1,1997 Chicago NW Bancorp, Inc., Prospect Heights, Illinois -- to acquire Northwest Community Bank. - Approved, October 2,1997 Kansas City Peoples Commercial Bancorp, Inc., Stilwell, Oklahoma -- to acquire Bank of Commerce and to acquire shares of Peoples Bank, Westville, Oklahoma. - Approved, October 3,1997 Atlanta Republic Security Financial Corporation, West Palm Beach, Florida -- request for waiver of application in connection with the proposed merger with County National Corporation. - Granted, September 30,1997 General Counsel Rogers Family Limited Partnership, Little Rock, Arkansas -- determination that it is a qualified family partnership under the Bank Holding Company Act. - Granted, September 29,1997 Dallas Texas Financial Bancorporation, Inc., Minneapolis, Minnesota, and Delaware Financial, Inc., Wilmington, Delaware -- to acquire CNB Bancshares of Victoria, Victoria, Texas, and Citizens Bancorp of Delaware, Inc., Wilmington, Delaware, and Citizens National Bank, Victoria, Texas. - Approved, October 1,1997 Atlanta United Community Banks, Inc., Blairsville, Georgia - to engage in the sale of annuities and other insurance products through United Community Agencies, Inc. - Returned, October 2,1997 H.2 September 28, 1997 to October 4,1997 Page 4 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY San Francisco United Security Bancorporation, Spokane, Washington —to merge with Community Bancorporation, Pullman, Washington, and acquire Bank of Pullman. - Approved, October 2,1997 San Francisco Zions Bancorporation, Salt Lake City, Utah —to merge with GB Bancorporation, San Diego, California, and acquire Grossmont Bank, San Diego, California, and to acquire shares of Rancho Vista National Bank, Vista, California, and Pacific Commerce Bank, Chula Vista, California. - Approved, September 30,1997 BANK MERGERS San Francisco Business Bank of California, San Bernardino, California —request for waiver of application in connection with the proposed merger with High Desert National Bank, Hesperia, California. - Granted, October 3,1997 Kansas City Community Bank & Trust Company, Neosho, Missouri —to merge with Citizens Bank of Missouri, Carl Junction, Missouri, and to establish additional branches. - Approved, October 3,1997 Chicago First Farmers Bank & Trust Company, Converse, Indiana -- to acquire certain assets and assume certain liabilities of the Sheridan, Indiana, branch of NBD Bank, N.A., Indianapolis, Indiana, and to establish a branch. - Approved, September 29,1997 Atlanta Republic Security Bank, West Palm Beach, Florida —to m age with County National Bank of South Florida, North Miami Beach, Florida. - Approved, September 30,1997 H.2 September 28,1997 to October 4,1997 Page 5 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANKS, STATE MEMBER St. Louis PNC Bank, Kentucky, Inc., Louisville, Kentucky —request to make a community development investment in a 24-unit low-income apartment complex. - Granted, September 30,1997 CAPITAL STOCK Chicago Bankers Trust Company, Des Moines, Iowa —redemption of shares. - Approved, October 3,1997 Kansas City Guaranty Corporation, Denver, Colorado —redemption of shares - Approved, October 1,1997 San Francisco Redding Bancorp, Redding, California -- redemption of stock. - Approved, September 29,1997 CHANGE IN BANK CONTROL Dallas First Haskell Bancorp, Inc., Haskell, Texas -- change in bank control. - Permitted, October 2,1997 Atlanta Independent Bancshares, Inc., Powder Springs, Georgia —change in bank control. - Permitted, October 3,1997 Atlanta Midsouth Bancorp, Inc., Lafayette, Louisiana -- change in bank control. - Permitted, October 3,1997 Dallas Rusk County Bancshares, Inc., Henderson, Texas - change in bank control. - Permitted, October 2,1997 H.2 September 28,1997 to October 4,1997 Page 6 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS St. Louis Anderson National Bank of Lawrenceburg, Lexington, Kentucky —report on competitive factors of the proposed merger with Farmers Bank of Owingsville, Inc., Owingsville, Kentucky. - Submitted, October 3,1997 San Francisco Business Bank of California, San Bernardino, California -- report on competitive factors of the proposed merger with High Desert National Bank, Hesperia, California. - Submitted, September 30,1997 Dallas City Bank & Trust of Shreveport, Shreveport, Louisiana —report on competitive factors of the proposed merger with Interim Bank. - Submitted, October 3,1997 San Francisco Columbia State Bank, Tacoma, Washington —report on competitive factors of the proposed merger with Bank of Fife, Fife, Washington. - Submitted, September 30, 1997 Minneapolis First American Bank, National Association, Minot, North Dakota —report on competitive factors of the proposed merger with First American Bank, National Association, Devils Lake, North Dakota. - Submitted, October 3,1997 St. Louis First Western Bank and Trust Company, Rogers, Arkansas —report on competitive factors of the proposed purchase of certain assets and assumption of the liabilities of the Bella Vista, Arkansas, branch of Nationsbank, N.A., Charlotte, North Carolina. - Submitted, September 29,1997 Minneapolis First Western Bank Wall, Wall, South Dakota —report on competitive factors of the proposed merger with First Western Bank Custer, Custer, South Dakota. - Submitted, October 1,1997 H.2 September 28,1997 to October 4, 1997 Page 7 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Dallas Herring National Bank, Vernon, Texas -- report on competitive factors of the proposed merger with BFNB Trust Company National Association, Amarillo, Texas. - Submitted, October 3,1997 St. Louis Metropolitan National Bank, Springfield, Missouri -- report on competitive factors of the proposed merger with Citizens State Bank, Marshfield, Missouri. - Submitted, October 3,1997 Boston National Iron Bank, Salisbury, Connecticut —report on competitive factors of the proposed acquisition of the assets and assumption of the liabilities of Interim National Bank. - Submitted, September 30,1997 Dallas Norwest Bank Texas, National Association, Lubbock, Texas - report on competitive factors of the proposed merger with Norwest Bank Texas, South Central, Victoria, Texas. - Submitted, October 3,1997 Philadelphia Port Richmond Savings, Philadelphia, Pennsylvania -- report on competitive factors of the proposed merger with Fillmore Building and Loan Association. - Submitted, October 1,1997 Dallas Southwest Bank, Fort Worth, Texas —report on competitive factors of the proposed merger with New SWB, Inc. - Submitted, September 30,1997 San Francisco Surety Bank, Vallejo, California, and Sunrise Bank, Roseville, California —report on competitive factors of the proposed merger with Acquisition Co. (in organization). - Submitted, September 30,1997 H.2 September 28,1997 to October 4,1997 Page 8 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Dallas Texas National Bank, Brenham, Texas —report on competitive factors of the proposed merger with New Texas Bank. - Submitted, October 3,1997 EXTENSIONS OF TIME Atlanta Century South Banks, Inc., Gainesville, Georgia -- extension to January 11, 1998, to merge with Bank Corporation of Georgia, Macon, Georgia, and acquire First South Bank, N.A., and Ameribank, N.A., Savannah, Georgia. - Granted, October 2,1997 Minneapolis Flint Creek Valley Bank, Philipsburg, Montana -- extension to November 1,1997, to establish a branch in Drummond, Montana. - Granted, September 29,1997 Director, BS&R Generale de Banque, Brussels, Belgium -- extension to January 19,1999, to conform its activities to the requirements of the Bank Holding Company Act. - Granted, October 1,1997 Richmond Hanover Bank, Mechanicsville, Virginia -- extension to May 10,1998, to establish a branch at the intersection of Sliding Hill Road and Totopotomy Trail. - Granted, October 3,1997 Chicago Marshall & Ilsley Bank, Milwaukee, Wisconsin —extension to December 30,1997, to merge with Security Bank, S.S.B., and establish branches. - Granted, September 29,1997 Cleveland Mellon Bank Corporation, Pittsburgh, Pennsylvania —extension to March 9,1998, to acquire First Business Corporation, Los Angeles, California. - Granted, October 2,1997 H.2 September 28, 1997 to October 4, 1997 Page 9 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Director, BS&R Merita Ltd., Helsinki, Finland -- extension of twelve months to conform its indirect investment in Finlandia Center, Inc. - Granted, September 30,1997 Director, BS&R Morgan Guaranty International Financial Corporation, Newark, Delaware — extension of time to invest in J.P. Morgan Securities, Ltd., London, England. - Granted, October 1,1997 Minneapolis Norwest Corporation, Minneapolis, Minnesota —extension to December 8,1997, to acquire Myers Bancshares, Inc., Dallas, Texas, and until December 9,1997, to acquire Woodhaven National Bank, Fort Worth, Texas. - Granted, October 2,1997 INTERNATIONAL OPERATIONS Director, BS&R First National Bank of Chicago, Chicago, Illinois —waiver of the 45-day notice period to make an investment in Dynamo M. Ltd., Nassau, Bahamas. - Granted, September 30,1997 MEMBERSHIP San Francisco Valley Independent Bank, El Centro, California -- to become a member of the Federal Reserve System. - Approved, October 2,1997 REGULATIONS AND POLICIES Secretary Federal Open Market Committee —minutes of the meeting on August 19,1997. - Published, October 2,1997 H.2 A d d itio n s/C o rre c tio n s ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK BRANCHES, DOMESTIC Chicago Valley Ridge Bank, Kent City, Michigan -- to establish a branch at 47th South Charles Street, White Cloud, Michigan. - Approved, September 19,1997 COMPETITIVE FACTORS REPORTS Boston Liberty Bank, Middletown, Connecticut -- report on competitive factors of the proposed merger with First New London Savings and Loan Association, Inc., New London, Connecticut. - Submitted, September 10,1997 Philadelphia National Penn Bank, Boyertown, Pennsylvania -- report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Topton branch of Patriot Bank, Pottstown, Pennsylvania. - Submitted, September 25,1997 EXTENSIONS OF TIME Chicago Community Savings Bank, Robins, Iowa —extension to June 3, 1998, to become a member of the Federal Reserve System (included in error). - Withdrawn, September 2,1997 District 1 Federal Reserve Bank of Boston A p plications and notifications filed during the w eek o f 10-3-97 S ectio n I - A p p lica tio n s su b je c t to n e w sp a p e r notice only Type Application Ending date o f comment period NONE Footnotes S ectio n I I - A p p lica tio n s su b je c t to b o th n e w sp a p e r a n d F e d e ra l R e g iste r notice Type Application CIC Boston Private Bancorp, Inc., Boston, MA - pursuant to section 225.41 o f Regulation Y by Charles M ichael Hazard to acquire greater than 10% o f the outstanding common stock o f Boston Private Bancorp, Inc. Ending date o f comment period Newspaper N/Avail Fed Reg - 10/15/97 Footnotes S ection m - A p p lica tio n s su b je c t to F e d e ra l R e g iste r n o tice only Ending date o f comment period Type Application 4(c)(8) Boston Private Bancorp, Inc., Boston, MA - notification pursuant to Fed Reg - 10/21/97 section 225.24(a)(2) o f Regulation Y to acquire W estfield Capital Management Company, Inc., Boston, MA Footnotes S ectio n IV - A p p lica tio n s n o t s u b je c t to F e d e ra l R e g iste r o r n e w sp a p e r notice Type NONE Footnotes Application Ending date o f comment period S ectio n V - A v a ila b ility o f C R A p u b lic e v a lu a tio n s RSSD number Jnstitution/Location Examination CRA date public date CRA rating Exam type The Community Reinvestment Act is intended to encourage depository institutions to help m eet the credit needs o f the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping m eet the credit needs o f its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy o f an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. The federal bank regulators use the follow ing four performance levels to rate an institution's performance under CRA: O u ts ta n d in g S a tis fa c to ry N eed s to im p ro v e S u b s ta n tia l n o n c o m p lia n c e The follow ing state member banks have been examined and their CRA public evaluations are now available. RSSD number Institution/Location Examination CRA date public date NONE Footnotes S ectio n V I - C R A e x a m in a tio n s sch ed u le d fo r Institution NONE Footnotes Q u a r te r o f Location CRA rating Exam type FEDERAL RESERVE BANK OF NEW YORK Comment Period Ending Date SECTIONI Applications Subject to Newspaper Notice Only_____ None. SECTION II Applications Subject to Both Newspaper and Federal Register Notice Canisteo Valley Corporation, Canisteo, New York, a proposed one-bank holding company, to acquire 100 percent of the shares of common stock of First State Bank, Canisteo, New York. 1/ 10/30/97 2! SECTION III Nonbanking Applications (subject to Federal Register Notice Only 1 Toronto-Dominion Bank, Toronto, Canada and Waterhouse Investors Services, Inc., New York, New York, to acquire the assets of Kennedy, Cabot & Co., Beverly Hills, California, and thereby engage in investment advisory, securities brokerage and riskless principal activities. None. SECTION IV Applications Not Involving ___Public Comment Peapack-Gladstone Financial Corporation, Gladstone, New Jersey, to become a bank holding company with respect to Peapack-Gladstone Bank, Gladstone, New Jersey. 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. N/A 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 October 4.1997 NAME OF BANK RATING EXAMINATION PATE BankofAvoca 18 North Main Street Avoca, New York 14809 Satisfactory May 12,1997 1/ Subject to provisions of Community Reinvestment Act. 2/ Later of dates specified in newspaper and Federal Register notices. y Date specified in newspaper notice; a later date may be specified in the Federal Register notice. 4/ Date specified in Federal Register notice; a later date may be specified in the newspaper notice. N/A - Not Available FEDERAL RESERVE BANK OF PHILADELPHIA SECTIONI - APPLICATIONS RECEIVEDANDSUBJEOLTQJSEHSPAPER. NOTICE ONLY Community Bank and Trust Company. Forest City, PA, to acquire certain assets and assure deposit liabilities associated with two branch offices of First Union National Bank, Charlotte, NC, pursuant to Section 18(c) of the Federal Deposit Insurance Act. Newspaper comment period expires: N/Avail. Summit Bank. Bethlehem, PA seeks to become a member of the Federal Reserve System pursuant to Section 9 of the Federal Reserve Act. Newspaper comment period expires: SECTION N/Avail. n - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Penn Woods. Williamsport, PA, to acquire up to 10 percent of Columbia Financial Institution, Bloomsburg, PA, pursuant to Section 3(a)(3) of the Bank Holding Company Act. Newspaper comment period expires: Federal Register comment period expires: 10/11 /97 N/Avail. 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 NONE 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 October 3, 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 District Federal Reserve Bank of Cleveland A p p lication s and notifications filed during the w eek ending 10/4/97 Section I - A p p lica tio n s s u b je c t to n e w sp a p e r n o tice on ly Type Application Ending date o f comment period NONE Footnotes S ection I I - A p p lica tio n s s u b je c t to b o th n e w sp a p e r a n d F e d e ra l R e g iste r notice Type Application Ending date of comment period NONE Footnotes S ection I I I - A p p lic a tio n s su b je c t to F e d e ra l R e g iste r n o tice only Type Application Ending date of comment period NONE Footnotes S ection IV - A p p lic a tio n s n o t s u b je c t to F e d e ra l R e g iste r o r n e w sp a p e r notice Type Application 4C8LLEX Notice by Fifth Third Bancorp, Cincinnati, OH received on October 2, 1997, o f its intent to acquire Heartland Capital Management, Inc., Indianapolis, IN. Footnotes Ending date of comment period NONE Section V - A va ila b ility o f C R A public evaluations Description o f the CRA Goal against which institutions are evaluated, the four performance levels, and the institutions fo r which an evaluation is publicly available. The CRA requires a periodic evaluation o f each covered institution regarding the extent to which it has ascertained, and helped meet, the credit needs o f its entire delineated community, including low- and moderateincome neighborhoods, in a manner consistent with its resources and capabilities. The federal bank regulators use the follow ing four performance levels to rate an institution’s performance under CRA.: O u ts ta n d in g S a tis fa c to ry N eed s to Im p ro v e S u b s ta n tia l n o n c o m p lia n c e RSSD number Footnotes Institution/ Location Examination date CRA public date CRA rating Section VI - CRA examinations scheduled for Fourth Quarter of 1997 Institution Location A ndover B ank P.O. Box 1300, Public Square, Andover, OH 44003-1300 B a n k o f C o rn in g C o m p a n y P.O. Box 428, N . V alley Street, Coming, OH 43730-0428 C o m m e rc ia l & S avings B a n k C o. P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050 F ifth T h ird o f N o rth e a s te rn O h io 1404 E. Ninth Street, Cleveland, OH 44114 G e n o a B a n k in g C o m p a n y P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098 H a m le r S ta te B a n k P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358 H o c k in g V alley B a n k P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847 T h e C itizen s B a n k in g C o m p a n y P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016 T h e C o rn C ity S ta te B a n k P.O. Box 197, 120 W. Main Street, Deshler, OH 43516-0197 T h e C o rtla n d S avings & B a n k in g C o. P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098 T h e C u s ta r S ta te B a n k P.O. Box 127, Main Street, Custar, OH 43511-0127 T h e F a r m e r s C itizen B a n k P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567 T h e M e ta m o ra S ta te B a n k P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270 T h e M in s te r S ta te B a n k P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090 T h e P ro v id e n t B a n k 1 E. 4th Street, Cincinnati, OH 45202 Tow ne B an k P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551 Footnotes F e d e ra l R e se rve Bank o£ Richmond Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Application None. Section 11 - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date Application None. Section III - Applications Subject to Federal Register Notice Comment Period Endina Date Application None. Section IV - Application Not Subject to Federal Register Notice or Newspaper Notice Application Triangle Bancorp, Inc., Raleigh, North Carolina, to acquire Coastal Leasing Corporation, Greenville, North Carolina. F e d e ra l R eserve Bank o£ Richmond Section V - Availability of CRAPublic Evaluations. Week ending October 3, 1997 p^finition 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 None. Name of Bank Examination Date___ Rating Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending October 3.1997 Section 1 - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Alabama Exchange Bank 11-06-97* Tuskegee, Alabama To acquire the assets and assume the liabilities of a branch of First National Bank of Ashland, Ashland, Alabama, located at 103 S. Elm Street, Tuskegee, Alabama, pursuant to Section 18(c) of the Federal Deposit Insurance Act. Colonial Bank 11-03-97* Montgomery, Alabama To establish a branch located at 5245 Service Road South, Mobile, Alabama, to be known as the “Tillman’s Comer Office”, pursuant to Section 9 of the Federal Reserve Act. Jamaica National Building Society 11 -02-97* Kingston 10, Jamaica To establish an international representative office to be located in Fort Lauderdale, Florida, pursuant to the International Banking Act of 1978. Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Tmst No. 3 under Will of Charles Henderson Not yet available* Troy, Alabama Along with Henderson Bancshares, Inc., Troy, Alabama, to acquire Pea River Capital Corporation, and its subsidiary, The Peoples Bank of Coffee County, both of Elba, Alabama, pursuant to Section 3(a)(3) of the Bank Holding Company Act. Community Bankshares, Inc. 10-16-97* Cornelia, Georgia Federal Register After-the-fact change in control notice by Mr. J. Alton Wingate to retain 31.17 percent of the outstanding shares of Community Bankshares, Inc., Cornelia, Georgia, pursuant to the Change in Bank Control Act of 1978. ♦Subject to the provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending October 3.1997 Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Embry Bankshares, Inc. Not yet available* Duluth, Georgia After-the-fact change in control notice by Mr. Stuart A. Cashin, Jr., as co-trustee of the 1976 Mary Jacqueline Embry Trust and the 1976 Sarah Elizabeth Embry Trust in the place of Mr. O’Neal Embry, deceased, to retain 44.94 percent of the outstanding shares of Embry Bankshares, Inc., Duluth, Georgia, and its subsidiary, Embry National Bank, Lawrenceville, Georgia, pursuant to the Change in Bank Control Act of 1978. Great Southern Capital Corporation 10-30-97* Employee Stock Ownership Plan Federal Register Meridian, Mississippi To acquire at least 50 percent of the outstanding shares of Great Southern Capital Corporation, and its subsidiary, Great Southern National Bank, both of Meridian, Mississippi, 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 Appalachian Bancshares, Inc. Ellijay, Georgia Commitment waiver request. South Banking Company Alma, Georgia Post notice to expand the geographic scope of Bankers Data Services, Inc., Alma, Georgia, pursuant to Section 225.28(b)(14) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. ♦Subject to the provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending October 3.1997 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 CRA Rating Bank of St. Petersburg Satisfactory 777 Pasadena Avenue So. St. Petersburg, Florida 33707 (813) 347-3132 Examination Date 06-23-97 Federal ReserveBank of Atlanta Applications Bulletin for Week Ending October 3.1997 Recently Approved Applications Approval Date Republic Security Bank 09-30-97 West Palm Beach, Florida To merge with County National Bank of South Florida, North Miami Beach, Florida, pursuant to Section 18(c) of the Federal Deposit Insurance Act. Republic Security Financial Corporation 09-30-97 West Palm Beach, Florida Request for waiver of the application requirements of Section 3(a)(5) of the Bank Holding Company Act by Republic Security Financial Corporation, West Palm Beach, Florida, in connection with its proposed merger with County National Corporation, and its subsidiary, County Bank, both of North Miami Beach, Florida. Independent Bancshares, Inc. 10-03-97 Powder Springs, Georgia After-the-fact change in control notice by Mr. Bob Maurice Prillaman and Ms. Lillias B. Prillaman to retain 10.36 percent of the outstanding shares of Independent Bancshares, Inc., Power Springs, Georgia, pursuant to the Change in Bank Control Act of 1978. MidSouth Bancorp, Inc. 10-03-97 Employee Stock Ownership Plan Lafayette, Louisiana After-the-fact change in control notice by MidSouth Bancorp, Inc., Employee Stock Ownership Plan, Lafayette, Louisiana, to retain 10.57 percent of the outstanding shares of MidSouth Bancorp, Inc., and its subsidiary, MidSouth National Bank, both of Lafayette, Louisiana, pursuant to the Change in Bank Control Act of 1978. Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Type Application Branch Cole Taylor Bank Chicago, Illinois 111 West Washington Street Chicago, Illinois NP - 10-1-97 Merger & Branch Omni Bank Macomb, Illinois Farmer State Bank of Ferris Ferris, Illinois 1395 Buchaman Street Carthage, Illinois Main Street Ferris, Illinois NP -10-18-97 Branch 1st Source Bank South Bend, Indiana 3905 Franklin Street Michigan City, Indiana NP - 10-14-97 Branch Farmers State Bank of Waupaca Waupaca, Wisconsin 118 W. Session Street Waupaca, Wisconsin NP - 9-1-97 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 lype Application 3(a)(1) Marengo Bancshares, Inc.* Marengo, Illinois Prairie State Bank (in organization) Marengo, Illinois FR -10-2-97 NP - 10-15-97 3(a)(3) Albrecht Financial Services, Inc.* Norwalk, Iowa Heartland Bankshares, Inc. Madrid, Iowa City State Bank Grimes, Iowa FR - 10-9-97 NP - 10-4-97 3(a)(3) Mahaska Investment Company* Oskaloosa, Iowa Pella State Bank (in organization) Pella, Iowa FR - 9-12-97 NP - 10-3-97 3(a)(1) Builders Financial Corporation* Chicago, Illinois Builders Bank (in organization) Chicago, Illinois FR -10-23-97 NP - 08-21-97 3(a)(1) George Washington Bancorp, Inc.* Oak Lawn, Illinois George Washington Savings Bank Oak Lawn, Illinois FR -10-6-97 NP -10-27-97 3(a)(1) Mercantile Bank Corporation* Grand Rapids, Michigan Mercantile Bank of West Michigan (in organization) Grand Rapids, Michigan FR - 10-9-97 NP - 9-29-97 3(a)(3) FBOP Corporation* Oak Park, Illinois California Bank, N.A. (in organization) Beverly Hills, California FR -10-27-97 NP - ** Ending Date Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper Register Notice cont’d .Ee.dera.1 Comment Period Ending Date Type Application 3(a)(3) FBOP Corporation* Oak Park, Illinois First Capital Bank of Arizona Phoenix, Arizona FR - 10-2-97 NP - 9-21-97 CoC-HC Tabor Enterprises, Inc. Tabor, Iowa By J. Randel Smith, Jerry A. Jobe and Grant R. Schaaf FR - 10-1-97 NP - 9-24-97 3(a)(1) & 4(c((8) Washington Bancorp* Washington, Iowa Rubio Savings Bank of Brighton Brighton, Iowa Washington Federal Savings Bank Washington, Iowa FR -10-23-97 NP - 10-25-97 3(a)(1) Fisher Bancorp, Inc.* Fisher, Illinois Fisher National Bank Fisher, Illinois FR - 10-24-97 3(a)(1) Midland Bancshares, Inc.* Kincaid, Illinois The Midland Community Bank Kincaid, Illinios FR -10-31-97 Sparta Union Bancshares, Inc.* Sparta, Wisconsin Union National Bank & Trust Company Sparta, Wisconsin PR _ ** 3(a)(1) N P _ ** NP - ** Federal Reserve Bank of Chicago Section III - Applications Subject to Federal Register Notice Only Ixpe Application Comment Period Ending Date NONE Section IV - Applications Not Subject to Federal Register or Newspaper Notice lype Application ROS Tabor Enterprises, Inc. Tabor, Iowa To redeem 5,200 shares or 52% of the common stock ROS Bankers Trust Company Des Moines, Iowa To redeem $2 million of noncumulative perpetual preferred stock. 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 October 3, 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/IQCATIQN EXAMINATION DATE RATINGS Pullman Bank and Trust Company 1000 East 114th Street Chicago, Illinois 60628-4697 (773) 602-8200 RSSD # 15536 4/28/97 S Quad City Bank and Trust Company 2118 Middle Road Bettendorf, Iowa 52722 (319)344-0600 RSSD # 2142155 3/27/97 S Federal Reserve Bank of Chicago Section V - Availability of CRA Public Evaluations Cant’d BANK NAME/LOCATION The State Bank of Geneva 22 South 4th Street P.O. Box 108 Geneva, Illinois 60134-0108 (630) 232-3200 RSSD #991135 EXAMINATION DATE 6/23/97 r a t in g s s RESERVE B A N K APPLICATIONS BULLETIN For week ending October 3, 1997 FEDERAL RESERVE BANK OF ST. LOUIS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End of Comment Period None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application * Section 3(a)(1) notification by Horizon Bancorp of South Arkansas, Inc., Magnolia, Arkansas, to acquire Horizon Bank of Columbia County, Magnolia, Arkansas. * Section 3(a)(1) notification by Peoples Bancorporation, Inc., Cuba, Missouri, to acquire Peoples Investment Corporation, Cuba, Missouri. End of Comment Period Newspaper: 10-24-97 Newspaper: 10-20-97 * Section 3(a)(1) notification by First National Bancorp, Inc., Green Forest, Arkansas, to acquire First National Bank in Green Forest, Green Forest, Arkansas. Newspaper: 11-1-97 * Section 3(a)(3) notification by First National Security Company, DeQueen, Arkansas, to acquire First Financial Corporation of Idabel, Idabel, Oklahoma. Newspaper: 11-4-97 SECTION m - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application End of Comment Period None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application Section 9 notification by PNC Bank, Kentucky, Inc., Louisville, Kentucky, to make an additional investment in a community development project, with the aggregate of all such investments exceeding 5% of the bank’s capital stock and surplus. End of Comment Period N/A RESERVE B A N K APPLICATIONS BULLETIN F or week ending O ctober 3, 1997 FEDERAL RESERVE BANK OF ST. LOUIS SECTIONV AVAILABILITYOF CRAPUBLIC DISCLOSURES Identification of Ratings: Outstanding record o f meeting community credit needs An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit, needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record o f meeting community credit needs An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record o f meeting community credit needs An institution in this group needs to improve its overall record 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. BankRSSD Number None Name of Bank Bank Address Examination Date Examination Rating RESERVE B A N K APPLICATIONS BULLETIN F or week ending O ctober 3, 1997 SECTION VI - CRA EXAMINATIONS SCHEDULED Examinations may have to be rescheduled during the calendar quarter in which they are designated to begin. If an institution's examination is rescheduled for a date later than the end of the date range reflected in a published schedule, the institution's name will be republished in an appropriate later listing. Any comments received as a result of either the first publication or subsequent publications will be considered during the examination. RSSD Number Name City State FEDERAL RESERVE BANK OF MINNEAPOLIS Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Application First Interstate Bank, Billings, Montana, for prior approval to merge with First Interstate Bank, fsb, Hamilton, Montana, and, incident thereto, to establish a branch. * October 24, 1997 * Subject to CRA FEDERAL RESERVE BANK OF MINNEAPOLIS Section II - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date U.S. Bancorp, Minneapolis, Minnesota for prior approval to merge with Zappco, Inc., St. Cloud, Minnesota. * October 24,1997 (Federal Register) James DeForest Bennett, First PREMIER Bank, as Custodian FBO Emil William Erhardt IRA, Donald James Bennett, Steven Leroy Tostenrud, Alex Richard Zier, William Earl Thomdal, Robert Harry Sizemore, William Jerome Curley, Jon Fredric Sustarich, Kenneth Leroy Baker, Gregory Fred Bormann, Duncan Davis Flann, Ronald Herman Hornischer, Reid Edmund Erickson, and Karen L. Eide, Trustee, Eide & Eide CPAs Keogh Plan, as a group acting in concert, to acquire control of 75.50% of the voting shares of Citizens Development Company, Billings, Montana. October 23,1997 (Federal Register) James DeForest Bennett, First PREMIER Bank, as Custodian FBO Emil William Erhardt IRA, Donald James Bennett, Steven Leroy Tostenrud, Alex Richard Zier, D.A. Davidson & Co. as custodian FBO William Earl Thomdal IRA, William Earl Thomdal, Robert Harry Sizemore, William Jerome Curley, Jon Fredric Sustarich, Kenneth Leroy Baker, Gregory Fred Bormann, Duncan Davis Flann, Ronald Herman Hornischer, Reid Edmund Erickson, and Karen L. Eide, Trustee, Eide & Eide CPAs Keogh Plan, as a group acting in concert, to acquire control of 79.47% of the voting shares of United Bancorporation, Billings, Montana. October 23,1997 (Federal Register) * Subject to CRA FEDERAL RESERVE BANK OF MINNEAPOLIS Section III - Applications Subject to Federal Register Notice Only Comment Period - E nding Pate ApplicattQn U.S. Bancorp, Minneapolis, Minnesota to engage in data processing activities through the acquisition of Zappco, Inc., St. Cloud, Minnesota and indirectly its nonbank subsidiary, Zapp Data, Inc. October 24,1997 Citizens Development Company, Billings, Montana to engage de novo in lending activities. October 23,1997 FEDERAL RESERVE BANK OF MINNEAPOLIS Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Application Montana First National Bancorporation, Kalispell, Montana for prior approval to become a bank holding company through the acquisition of at least 80% of the voting shares of Montana First National Bank of Kalispell, Kalispell, Montana. FEDERAL RESERVE BANK OF MINNEAPOLIS Section V - Availability of CRA Public Evaluations week ending October 3,1997 ASSIGNMENT OF RATING Identification of Ratings In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following groups: OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANK/Si EXAMINED PATE OF EXAMINATION CRA RATING Cheyenne Western Bank P.O. Box 368 Ashland, MT 59003-0368 (406) 784-2302 June 23,1997 Satisfactory Citizens State Bank of St. James 123 Armstrong Boulevard South St. James, Minnesota 56081-0107 (507) 375-3201 June 30,1997 Outstanding Federal Reserve Bank of Kansas City Week Ending October 3, 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 COMMENT PERIOD APPLICATION asj.tiigSPATE Michael P. Landen, Dallas, Texas, to acquire voting shares of Security National Corporation, Omaha, Nebraska; and thereby indirectly acquire Security National Bank of Omaha, Omaha, Nebraska. October 22, 1997 TCA Financial Corporation, Englewood, Colorado, to become a bank holding company by acquiring 100 percent of the voting shares of Trust Company of America, Boulder, Colorado, a d£ novo bank in organization.* October 31, 1997 SECTION m - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY APPLICATION COMMENT PERIOD ENDING DATE None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE APPLICATION None. Federal Reserve Bank of Kansas City Week Ending October 3, 1997 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. Exam Date CRA Public Date Citizens Bank of Ardmore 255556 1100 N. Commerce Ardmore, Oklahoma 73401-3985 07-14-97 09-30-97 Satisfactory Farmers State Bank 376657 1st Street Stanberry, Missouri 64489-0129 07-21-97 10-02-97 Satisfactory 06-30-97 10-03-97 Satisfactory Bank/Location Tri State Bank 616 E. Speer Boulevard Denver, Colorado 80203 RSSD# 33558 ♦Application is subject to CRA. CRA R ate District 11 Federal Reserve Bank of Dallas A pplications and N otifications F iled D uring the W eek o f S eptem ber 2 9 , 1997 * Section I - Applications subject to newspaper notice only Type Application Comment period ending date None. * Subject to CRA. ** Comment period ending date is the date specified in the newspaper only. N/A - Not available at this time. Section II - Applications subject to both newspaper and Federal Register notice Comment period ending date Type Application ♦Section 3(a)(1) SWB Bancshares, Inc., Fort Worth, TX, to acquire **97/10/23 SW Financial, Inc., Dover, DE, and Southwest Bank, Fort Worth, TX (Previously reported during the week of September 22, 1997) ♦Section 3(a)(1) SW Financial, Inc., Dover, DE, to acquire **97/10/23 Southwest Bank, Fort Worth, TX (Previously reported during the week of September 22, 1997) Change in Control Carmen P. Smith Family Limited Partnership, Wichita Falls, **97/10/01 TX, only notificant, to acquire an interest in Notice AmeriBancshares, Inc., Wichita Falls, TX (Previously reported during the week of September 2, 1997) ♦Section 3(a)(3) Olney Bancshares of Texas, Inc., Olney, TX, and Olney Bancorp of Delaware, Inc., Wilmington, DE, to acquire First National Bank of Borger, Borger, TX, Citizens National Bank of Childress, Childress, TX, and First State Bank of Canadian, N.A., Canadian, TX N/A ♦Section 3(a)(1) Amador Merger Corporation, Las Cruces, NM, to acquire Amador Bancshares, Inc., Las Cruces, NM, and Citizens Bank of Las Cruces, Las Cruces, NM N/A * Subject to CRA. ** Comment period ending date is the date specified in the newspaper only. N/A - Not available at this time. Federal Reserve Bank of Dallas Section II - Applications subject to both newspaper and Federal Register notice Type Application Comment period ending date Section III - Applications subject to Federal Register notice only Type Application Comment period ending date None. * Subject to CRA. Section IV - Applications not subject to Federal Register or newspaper notice Type None. Application Comment period ending date Federal Reserve Bank of Dallas Section V - Publicly available CRA evaluations Description of the CRA goal against which institutions are evaluated, the four performance levels, and the institutions for which an evaluation is publicly available. The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. The federal bank regulators use the following four performance levels to rate an institution's performance under CRA: Outstanding Satisfactory Needs to improve Substantial noncompliance RSSD number Examination date Institution/ Location None. Section VI - CRA examinations scheduled Institution *N/A* * Not Available. CRA public date CRA rating "‘Outstanding Quarter of Location FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 10/03/97 Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Westamerica Bank, San Rafael, CA, to establish a mobile branch office to serve Marin County, California. * Newspaper: 10/31/97 Section II - Applications Subject to Both Newspaper and Federal Register Notice Heritage Financial Corporation to become a bank holding company by acquiring Heritage Savings Bank, both of Olympia, Washington. * Newspaper: Not available Fed. Reg. : 10/31/97 Greater Bay Bancorp, Palo Alto, California, to acquire Peninsula Bank of Commerce, Millbrae, California. * Newspaper: Not available Fed. Reg.: 10/31/97 Section 111 -Applications Subject to Federal Register Only The Sanwa Bank, Limited, Osaka, Japan, to engage in leasing and financing activities through the acquisition of Morcroft Capital Corporation, Fairfield, New Jersey. Fed. Reg.: Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice None * Subject to CRA. 10/21/97 FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 10/03/97 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institutions) below became available during this week. Information about a particular institution's CRA evaluation may be obtained directly from the institution. Institution LwatiQH Examination Date Rating* None *Under the rating system an institution's CRA performance is assigned one of the following four ratings: Outstanding record of meeting community credit needs: An institution has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs: An institution has a satisfactory record of ascertaining and meeting the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to Improve record of meeting community credit needs: An institution needs to improve its overall record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- to 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.2A Notice of Formations and Mergers of, and Acquisitions by, Bank Holding Companies; Change in Bank Control Notices Filed as of October 3,1997 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 o r notificant Acquiree o r activity 1867 Western Financial Corporation(l), Stockton, CA CONTINUED Capital Corp of the West, Merced, CA, & Town & Country Finance & Thrift Co., Turlock, CA & Capital West Group, Inc., Stockton, CA operating an industrial loan co. (b)(4); providing credit life insurance (b)(l 1); management consulting (b)(9); CONTINUED 1867 Western Financial Corporation^), Stockton, CA CONTINUED Reserve Bank End of comment period 4 San Francisco August 26, 1997 & investment & financial advice (b)(6) 4 San Francisco August 26, 1997 1867 Western Financial Corporation, Stockton, CA Capital Corp of the West, Merced, CA & County Bank, Merced, CA 3 San Francisco September 2, 1997 Alabama National BanCorporation, Birmingham, AL First American Bancorp, Decatur, AL & First American Bank, Decatur, AL 3 Atlanta October 24, 1997 Section of law Applicantornotificant Acquireeoractivity Albrecht Financial Services, Inc., Norwalk, IA Heartland Bankshares, Inc., Madrid, IA & City State Bank, Grimes, IA 3 Chicago October 9,1997 Amador Merger Corporation, Las Cruces, NM Citizens Bank of Las Cruces, Las Cruces, NM 3 Dallas October 31,1997 CIBC Atlanta October 16, 1997 Arrendale Undiversified Family Limited Partnership^), Baldwin, GA CONTINUED Cynthia Bussey, in their individual capacities Sectionoflaw ReserveBank End ofcomment period Arrendale Undiversified Family Ltd. Partnership(l), Baldwin, GA; its general partners, Thomas A. Arrendale, III, Gainsville, GA; Cynthia Bussey, Altanta, GA; & Thomas A. Arrendale, Jr., Clarkesville, GA; Thomas A. Arrendale, m ,& CONTINUED Habersham Bancorp, Cornelia, GA, & Habersham Bank, Clarkesville, GA CONTINUED CIBC Atlanta October 16,1997 Banco Bilbao Vizcaya, S.A., Bilbao, Spain BBV Latlnvest Securities Inc., New York, NY, securities activities (b)(1), (b)(4), (b)(15), and (b)(16) 4 New York March 4, 1997 Bank Capital Corporation, Strasburg, CO Guaranty Corporation, Denver, CO 3 Kansas City September 26,1997 Bank of New York Company, Inc., New York, NY State Street Boston Corporation, Boston, MA; State Street Bank and Trust Company, Boston, MA trust, securities and data processing activities (b)(3), (bX4), and (b)(7) 3 and 4 New York March 14, 1997 Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period Barnett Banks, Inc.(2), Jacksonville, FL; First Union Corp., Charlotte, NC; First Virginia Banks, Inc., Falls Church, VA; Jefferson Bankshares, Inc., Charlottesville, VA; NationsBank Corp., Charlotte, NC; Riggs Nat'l Corp., Washington, D.C.; CONTINUED 4 Richmond September3,1997 Barnett Banks, Inc.(3), Jacksonville, FL; Signet Banking Corp. Richmond, VA; SunTrust banks, Inc., Atlanta, GA; Synovus Financial Corp., Columbus, GA, & Wachovia Corporation, Winston-Salem, NC 4 Richmond September3,1997 Barnett Banks, Inc., Jacksonville, FL; Crestar Financial Cor., Richmond, VA; First Union Corp. Charlotte, NC; NationsBank Corp., Charlotte, NC; Southern National Corp., Winston-Salem, NC; and Wachovia Corp., Winston-Salem, NC HONOR Technologies, Inc. Maitland, FL data processing and electronic funds transfer services, (b)(7) Card Alert Services, Inc. Arlington, VA providing debit card securities services (bX7) 4 Richmond March 27,1997 Boston Private Bancorp, Inc., Boston, MA Westfield Capital Management Company, Inc., Boston, MA, financial investment advisory activities (b)(6) 4 Boston October 21,1997 Boston Private Bancorp, Inc., Boston, MA Westfield Capital Management Company, Inc., Boston, MA, in financial & investment advisory activities (bX6) 4 Boston October 14, 1997 Applicantornotificant Acquireeoractivity Bradley Investments, L.L.L.P., Golden, CO, Bradley, Leo N., Golden, CO, Bradley, Susan Q., Denver, CO, and Bradley, Jeffrey N., Denver, CO Evergreen Bancorporation, Evergreen, CO & Evergreen National Bank, Evergreen, CO CIBC Kansas City October 10,1997 Builders Financial Corporation, Chicago, IL Builders Bank, Chicago, IL 3 Chicago October 23,1997 California Community Financial Institutions Fund Limited Partnership; Belvedere Capital Partners, Inc., & Newco, all of San Francisco, CA & National Bancorp of Alaska, Inc., Anchorage, AL Securities First Bank, Fulleton, CA 3 San Francisco September 29,1997 Calvin B. Taylor Bankshares, Inc., Berlin, MD Calvin B.Taylor Banking Company of Berlin Maryland, Berlin, MD, & Calvin B. Taylor Bank of Delaware, Ocean View, DE 3 Richmond September 15,1997 Canadian Impercial Bank of Commerce(3), Toronto, CA CONTINUED agency transactional services (bX7); in underwriting & delaing in government obligations & money market instruments, providing investments & trading services & buying & selling bullion & related activities (b)(8) 4 New York August 28,1997 Canadian Imperial Bank of Commerce(l), Toronto, Canada CONTINUED CIBC Wood Gundy Securities Corp. ("CIBC Wood Gundy”), New York, NY, all the outstanding shares of Oppenheimer Holdings, Inc., New York, NY, & its subsidiaries, including Oppenheimer & Co., Inc., New York, NY in underwriting & CONTINUED 4 New York August 28, 1997 Sectionoflaw ReserveBank End ofcomment period Applicant or notificant Acquiree or activity Canadian Imperial Bank of Commerce(2), Toronto, Canada CONTINUED dealing to a limited extent in all types of equity & debt securities; lending (bXl), (b)(2); financial & investment advisory services (bX6); securities brokerage, riskless principal, private placement, futures commission merchant & other CONTINUED 4 New York August 28, 1997 Canisteo Valley Corporation, Canisteo, NY First State Bank, Canisteo, NY 3 New York October 30,1997 Capitol Bancorp, Ltd., Lansing, MI Muskegon Commerce Bank, Muskegon, MI 3 Chicago October 31,1997 Carolina First Corporation, Greenville, SC First Southeast Financial Corporation, Anderson, SC & First Federal Savings & Loan Association of Anderson, Anderson, SC in operating a savings & loan association (bX4Xii) 4 Richmond September 3,1997 Carruth, Johnny Bob, Lubbock, TX; Cleveland, Walter Charles, Idalou, TX; Hobgood, Robert Charles, Haskel, TX; Morris, Kim Holder, Houston, TX; Thigpen, Joseph Emitt, Haskell, TX; Toliver, Bailey Lee, Haskell, TX, & Toliver, Samuel Ray, Haskell, TX First Haskell Bancorp, Inc., Haskell, TX& First National Bank, Haskell, TX CIBC Dallas September 26,1997 Cashin, Stuart A., Jr., Duluth, GA Embry Bankshares, Inc., Duluth, GA & Embry National Bank, Larenceville, GA CIBC Atlanta October 21,1997 Section of law Reserve Bank End of comment period Sectionoflaw ReserveBank Applicantornotificant Acquiree oractivity Centre 1 Bancorp, Inc., Beloit, WI First Winnebago Corporation, Winnebago, IL & First National Bank of Winnebago 3 Chicago September 26, 1997 Citizens Bankers, Inc., Baytown, TX First National Bank of Bay City, Bay City, TX 3 Dallas October 6, 1997 Citizens Bankers, Inc., Baytown, TX, and Citizens Bankers of Delaware, Wilmington, DE First National Bank of Bay City, Bay City, TX 3 Dallas September 18, 1997 Citizens Development Co., Billings, MT Citizens Development Col., Billings, MT, in making & servicing loans, (b)(1) 4 Minneapolis October 23, 1997 Citizens Financial Corp., Midwest City, OK U.S. National Bank, Midwest City, OK 3 Kansas City October 16, 1997 Coddle Creek Financial Corp., Mooresville, NC Mooresville Savings Bank, SSB, Mooresville, NC 3 Richmond October 16, 1997 Community Bancshares of West Plains, Inc., West Plains, MO Community First National Bank of West Plains, West Plains, MO 3 St. Louis October 24,1997 Community Bankshares, Inc., Denver, CO Dove Creek State Bank, Dover Creek, CO 3 Kansas City October 20, 1997 Community First Bankshares, Inc., Fargo, ND Republic National Bancorp, Inc., Pehoenix, AZ & Republic National Bank of Arizona, N.A., Phoenix, AZ 3 Minneapolis October 6, 1997 Community First Bankshares, Inc., Fargo, ND First National Summit Bankshares, Inc., Gunnison, CO & First National Summit Bank, Gunnison, CO 3 Minneapolis October 6, 1997 Community National Corporation, Lexington, TN Community National Bank of Tennessee, Lexington, TN 3 St. Louis October 17, 1997 End ofcomment period Applicant or notificant Acquiree or activity Compass Bancshares, Inc., Birmingham, AL GSB Investments, Inc., Gainesville, FL & Gainsville State Bank, Gainesville, FL 3 Atlanta October 6,1997 Cortez Investment Co., Cortez, CO The Cortez State Bank, Cortez, CO 3 Kansas City October 6,1997 CSB Bancshares, Inc., Ellsworth, KS Wilson Bancshares, Inc., Wilson, KS & Wilson State Bank, Wilson, KS 3 Kansas City October 23,1997 Davis, John Francis, and Davis, Carman Lee, both of Concordia, KS Tri-County Bancshares, Inc., Linn, KS, & Tri-County National Bank, Washington, KS CIBC Kansas City October 15, 1997 Deutsche Bank, AG (Main) Federal Republic of Germany Ganis Credit Corporation, Newport Beach, CA, lending (b)(1) 4 New York May 12,1997 Exchange National Bancshares, Inc., Jefferson City, MO Union State Bancshares, Inc., Clinton, MO & Union State Bank & Trust Company of Clinton, Clinton, MO 3 St. Louis October 2,1997 F.N.B. Corporation, Hermitage PA & Southwest Banks, Inc., Naples, FL Mercantile Bank of Southwest Florida, Naples, FL 3 Cleveland October 10,1997 F.N.B. Corporation, Hermitage, PA Indian Rocks State Bank, Largo, FL 3 Cleveland September 2, 1997 FBOP Corporation, Oak Park, IL First Capital Bank of Arizona, Phoenix, AZ 3 Chicago October 2,1997 FBOP Corporation, Oak Park, IL California Bank, N.A., Beverly Hills, CA 3 Chicago October 27,1997 First Banks, Inc., St. Louis, MO Surety Bank, Vallejo, CA 3 St. Louis October 14,1997 Section of law Reserve Bank End of comment period Applicantornotificant Acquireeoractivity First Citizens Bancshares, Inc., Dyersburg, TN Bank of Troy, Troy, TN 3 St. Louis October 30, 1997 First Commercial Corporation, Little Rock, AR First Charter Bancshares, Inc., North Little Rock, AR, & Charter State Bank, Beebee, Arkansas, Beebe, AR 3 St. Louis September 19,1997 First National Bancshares, Inc., East Lansing, MI Finance Company of North America, LLC, East Lansing, MI in making and servicing loans (b)(1) 4 Chicago August 17,1997 First National Bank of Las Animas ESOP, Las Animas, CO First Bankshares of Las Animas, Inc., Las Animas, CO & First National Bank, Las Animas, CO 3 Kansas City October 6,1997 First National of Nebraska, Inc., Omaha, NE, & its subsidiary First National of Colorado, Inc., Fort Collins, CO Platte Valley National Bank, Grand Island, NE & First National of Nebraska, Lincoln, NE 3 Dallas August 25, 1997 First State Bancshares, Inc., Farmington, MO Perry County Financial Corporation, Perryville, MO, and Perry County Savings Bank, FSB, Perryville, MO operating a savings association (b)(4) 4 St. Louis August 1, 1997 First Union Corporation(l), Charlotte, NC CONTINUED Signet Banking Corp., & Signet Bank, Richmond, VA; Signet Commercial Credit Corp., Richmond, VA making loans that are typcially secured by inventory, accounts receivable or like security & are generally structured on a revolving basis (bXl); CONTINUED 3 and 4 Richmond September 19,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity First Union Corporation^), Charlotte, NC CONTINUED and other nonbanking activities (b)(l l)(iv); (b)(5) (b)(7), (b)(8), (b)(6) 3 and 4 Richmond September 19,1997 First United Bancshares, Inc., El Dorado, AR City Bank & Trust of Shreveport, Shreveport, LA 3 St. Louis October 9, 1997 FirstBank Holding Company of Colorado, ESOP, Lakewood, CO FirstBank Holding Company of Colorado, Lakewood, CO 3 Kansas City October 9,1997 Fischer Bancorp, Inc., Fischer, IL Fisher National Bank, Fisher, IL 3 Chicago October 24, 1997 Frame, Chark S. & David C., Doylestown, PA Premier Bancorp, Inc., Doylestown, PA & Premier Bank, Doylestown, PA CIBC Philadelphia October 22, 1997 FSB Bancorp, MHC & FSB Bancorp, both of Farmington, ME CORRECTION Franklin Savings Bank, Farmington, MN CIBC Boston August 28, 1997 FSB Bancorp, MHC, and FSB Bancorp, both of Farmington, ME Franklin Savings Bank, Farmington, ME 3 Boston August 28, 1997 George Washington, Bancorp, Inc., Oak Lawn, IL George Washington Savings Bank, Oak Lawn, IL 3 Chicago October 6,1997 Gilinski, Jaime, Santafe de Bogota, Columbia Eagle National Holding Company, Inc., Miami, FL CIBC Atlanta October 1, 1997 Gold Banc Corporation, Inc., Leawood, KS Farmers Bancshares of Oberlin, Inc., Oberlin, KS, and Farmers National Bank, Oberlin, KS 3 Kansas City August 21,1997 Great Southern Capital Corporation Employee Stock Ownership Trust, Meridian, MS Great Southern Capital Corporation, Meridian, MS, & Great Southern National Bank, Meridian, MS 3 Atlanta October 30, 1997 Greater Bay Bancorp, Palo Alto, CA Peninsula Bank of Commerce, Millbrae, CA 3 San Francisco October 31, 1997 Sectionoflaw Reserve Bank End ofcomment period Applicantornotificant Acquireeoractivity Greenblatt, Leon A., Ill, and Chiplease, Inc., both of Chicago, IL Home Financial Bancorp, Spencer, IN, and Owen Community Bank, S.B., Spencer, IN CIBC Chicago July 9, 1997 Greer, Elmo, East Bemstadt, KY Cumberland Valley Financial Company, London, KY croc Cleveland May 23, 1997 Grell, Steven; Bovee Investment Trust, Bovee, Michael R., Trustee; Tamisiea, Bruce; Nystrom, Bruce; Grave, Gary; Cotton, John M.; & Hultgren, David M.; all of Spencer, LA, acting in concert Albert City Bankshares, Inc., Albert City, LA & Albert City Savings Bank, Albert City, IA & The Citizens State Bank, Marathon, IA CIBC Chicago August 29,1997 Griffin Investment, L.P. & Griffin General Partner, Inc., both of Cameron, MO Griffin Bancshares, Inc., Cameron, MO & Pony Express Bank, Braymer, MO 3 Kansas City October 16,1997 Harbor, Lacy J., Denison, TX Marble Falls National Bancshares, Inc., Marble Falls, TX,& Marble Falls National Bank, Marble Falls, TX croc Dallas September 4,1997 Hardin County Bancshares, Inc., Savannah, TN Majors Insurance Agency, Inc., Adamsville, TN general insurance agency activities in a town of less than 5,000 4 St. Louis August 26,1997 Sectionoflaw ReserveBank End ofcomment period (bXH) Hazard, Charles Michael, Boston, MA Boston Private Bancorp, Inc., Boston, MA, & Boston Private Bank & Trust Company, Boston, MA croc Boston October 15,1997 Hazard, Charles Michael, Boston, MA CORRECTION Boston Private Bancorp, Inc., Boston, MA & Boston Private Bank & Trust Company, Boston, MA CORRECTION croc Boston October 15,1997 Applicantornotificant Acquireeoractivity Heath, Craig Dwight, Phoenix, AZ Texico Bancshares Corporation, Texico, IL & Texico State Bank, Texico, IL CIBC St. Louis October 1,1997 Heritage Financial Corporation, Olympia, WA Heritage Savings Bank, Olympia, WA 3 San Francisco October 31,1997 Hibernia Corporation, New Orleans, LA Unicorp Bancshares-Texas Inc., Orange, TX, and OrangeBank, Orange, TX 3 Atlanta August 11, 1997 Hibernia Corporation, New Orleans, LA Northwest Bancshares of Louisiana, Inc., Mansfield, LA & First National Bank in Mansfield, Mansfield, LA 3 Atlanta October 24, 1997 Horizon Bancorp of South Arkansas, Inc., Magnolia, AR Horizon Bank of Columbia County, Magnolia, AR 3 St. Louis October 20,1997 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 Iron Bancshares, Inc., Salisbury, CT The National Iron Bank, Salisbury, CT 3 Boston October 2, 1997 Jackson Boulevard Fund, Ltd.; Jackson Boulevard Equities, L.P. & Paul J. Duggan, all of Chicago, IL Damen Financial Corporation, Schaumburg, IL & Damen National Bank, Schaumburg, IL CIBC Chicago September 3, 1997 Jacobsen, Sam J., Middleton, WI First Business Bancshares, Madison, WI & First Business Bank, Madison, CIBC Chicago August 28,1997 WI Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Jasper Banking Company Second Amended and Restated Employee Stock Ownership Stock Bonus Plan (ESOP), Jasper, GA JBC Bancshares, Inc., Jasper, GA CIBC Atlanta August 12, 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 Kroll, Rodney, G; Copeland, Newman E.; Slamans, Scott J.; Gray, Rondy, T.; Turner, Charles B.; DuBois, James H., all of Waco, TX, and Salome, Tommy G., Crawford, TX, & Time Manufacturing Company., Waco, TX First Riesel Corporation, Riesel, TX & First State bank, Riesel, TX CIBC Dallas September 30, 1997 Lagomarsino, Richard A., and Robert J., both of Ventura, CA, & Wood, Catherine S., Carpinteria, CA; acting in concert Americorp, Ventura, CA, and American Commercial Bank, Ventura, CA CIBC San Francisco August 6, 1997 Lagomarsino, Richard A.; Lagomarsino, Ramona; Ramona Lagomarsino Family Limited Partnership; Lagomarsino, Robert J., all of Ventura, CA; & Lagomarsino, Norma M; Wood, Catherine S.; & Wood, Jack W.; acting in concert, all of Carpinteria, CA Americorp, Ventura, CA, and American Commerical Bank, Ventura CA CIBC San Francisco August 20, 1997 Landen, Michael P., Dallas, TX Security National Corporation, Omaha, NE & Security National Bank of Omaha, Omaha, NE CIBC Kansas City October 22,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Leake Family Partnership, L.P., Jackson, MS Citizens Capital Corporation, Magee, MS, and Citizens State Bank, Magee, MS CIBC Atlanta July 23, 1997 Lexington B & L Financial Corp., Lexington, MO Lafayette Bancshares, Inc., Lexington, MO, and Lafayette County Bank of Lexington/Wellington, Lexington, MO; and B & L Bank, Lexington, MO operating a savings association (b)(4) 3 and 4 Kansas City August 4, 1997 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 (b)(4); full-service brokerage (b)(15); foreign exchange execution & advisory services, and other advisory & administrative services 4 New York March 26, 1997 Mahaska Investment Company, Oskaloosa, IA Pella State Bank, Pella, IA 3 Chicago September 12,1997 MainStreet BankGroup Incorporated, Martinsville, VA Commerce Bank Corporation, College Park, MD 3 Richmond October 6, 1997 Marengo Bancshares, Inc., Marengo, IL Prairie State Bank, Marengo, IL 3 Chicago October 2, 1997 MBNA Corporation, Wilmington, DE MBNA America Bank (Delaware), Wilmington, DE 3 Philadelphia November 1,1997 Mercantile Bancorp, Inc., Quincy, Illinois, Quincy, IL Golden Bancshares, Inc., Golden, IL & Golden State Bank, Golden, IL & Brown County State Bank, Mount Sterling, IL 3 St. Louis October 27,1997 Sectionoflaw Reserve Bank End ofcomment period Applicantornotificant Acquireeoractivity Mercantile Bank Corporation, Grand Rapids, MI Mercantile Bank of West Michigan, Grand Rapids, MI 3 Chicago October 9,1997 Mid America Banking Corporation, Columbia, MO Pulaski Bancshares, Inc., Dixon, MO & State Bank of Dixon, Dixon, MO 3 St. Louis October 27,1997 Mid America Mortgage Services, Inc., Columbia, MO; Mid America Mortgage Services of St. Louis, Inc., St. Louis, MO; Mid America Mortgage Services of Springfield, Inc., Springfield, MO Mid America Banking Corporation, Columbia, MO, & Pulaski Bancshares, Inc., Dixon, MO, & State Bank of Dixon, Dixon, MO 3 St. Louis October 27,1997 Midland Bancshares, Inc., Kincaid, IL The Midland Community Bank, Kincaid, IL 3 Chicago October 31, 1997 MidSouth Bancorp, Inc., ESOP, Lafayette, LA MidSouth Bancorp, Inc., Lafayette, LA & MidSouth National Bank, Lafayette, LA CIBC Atlanta September 30,1997 Midwest Community Bancshares, Inc., Marion, IL The Bank of Marion, Marion, IL 3 St. Louis September 2,1997 Mutual Bancorp of the Berkshires, Inc., Pittsfield, MA Pittsfield Central Development Company, LLC., Pittsfield, MA, community development activities (b)(12) 4 Boston October 10,1997 Mutual Bancorp of the Berkshires, Inc., Pittsfield, MA Trust Company of the Berkshires, N.A., Pittsfield, MA, performing trust company functions (b)(5) 4 Boston October 10,1997 Mutual Bancorp of the Berkshires, Inc., Pittsfield, MA Lee National Banc Corp., Lee, MA, & First National Bank of the Berkshires, Lee, MA & City Savings Bank of Pittsfield, Pittsfield, MA 3 Boston September 19,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity Myers, Judy Noe, Dallas, TX Rusk County Bancshares, Inc., Henderson, TX & Peoples State Bank, Henderson, TX CIBC Dallas September 24, 1997 National Bank of Canada, Montreal, Canada & NatBC Holding Corporation, Hollywood, FL Natbank, N.A., Hollywood, FL & Natbank, N.A. 3 New York October 3, 1997 National City Bancshares, Inc., Evansville, IN Fourth First Bancorp, Inc., Huntingburg, IN & First Bank of Huntingburg, Huntingburg, IN 3 St. Louis October 3, 1997 National Commerce Bancorporation, Memphis, TN First Market Banks, FSB, Memphis, TN, operation of a federal savings bank (b)(4). 4 St. Louis October 10, 1997 New Amboy, Inc., Old Bridge, NJ Amboy Bancorporation, Old Bridge," NJ & Amboy National Bank, Old Bridge, NJ 3 New York September 26, 1997 Northside Banking Corporation, Tampa, FL Northside Bank of Tampa, Tampa, FL 3 Atlanta August 29, 1997 Norwest Corporation, Minneapolis, MN, through its wholly owned subsidiaries Norwest Financial Services, Inc., and Norwest Financial, Inc., both of Des Moines, IA Cityside Fin.'l Serv.s of WI, Inc., Cityside Savings & Fin.'l Services, Co., & Cityside Insurance Co., Ltd., Eden Prairie, MN, in consumer fin. (b)(1); the sale of insur. (b)(l l)(i), (ii) & (iii) & the operation of a nonbank depository institution (b)(4) 4 Minneapolis October 17, 1997 O.A.K. Financial Corporation, Byron Center, MI Caledonia Financial Corporation, Caledonia, MI, & State Bank of Caledonia, Caledonia, MI 3 Chicago August 15, 1997 Sectionoflaw Reserve Bank End ofcomment period Applicantornotificant Acquireeoractivity Olney Bancshares of Texas, Inc., Olney, TX & Olney Bancorp of Delaware, Inc., Wilimington, DE First National Bank of Borger, Borger, TX; Citizens National Bank of Childress, Childress, TX & First State Bank of Canadian, N.A., Canadian, TX 3 Dallas October 16,1997 Olympian New York Corporation, Brooklyn, NY Olympian Bank, Brooklyn, NY 3 New York October 9,1997 Olympic Bancorp, Port Orchard, WA Kitsap Bank, Port Orchard, WA 3 San Francisco September 19, 1997 One Valley Bancorp, Inc., Charleston, WV One Valley Bank-Central Virginia, N.A., Lynchburg, VA 3 Richmond October 9,1997 P.C.B. Bancorp, Inc., Largo, FL Anchor Savings Bank, F.S.B., St. Petersburg, FL operating a savings association (bX4) 4 Atlanta August 8, 1997 Paradigm Bancorporation, Inc., Houston, TX & Paradigm Delaware Bancorporation, Inc., Dover, DE First National Bank of Dayton, Dayton, TX 3 Dallas October 3,1997 Pederson, Richard Paul II, Page, ND Page Bank Holding Company, Page, ND, & Page State Bank, Page, ND CIBC Minneapolis October 17, 1997 Penns Wood Bancorp, Inc., Williamsport, PA Columbia Financial Corporation, Bloomsburg, PA & First Columbia Bank & Trust Company, Bloomsburg, PA 3 Philadelphia October 20, 1997 Peoples Bancorp, Inc., Marietta, OH Gateway Bancorp, Inc., Catlettsburg, KY, and Catlettsburg Federal Savings Bank, Catlettsburg, KY operating a savings association (bX4Xii) 4 Cleveland August 1,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity Peoples Bancorporation, Inc., Cuba, MO Peoples Investment Corporation, Cuba, MO & Peoples Bank, Cuba, MO 3 St. Louis October 17, 1997 Peoples Commercial Bancorp, Inc., Stilwell, OK Bank of Commerce, Stilwell, OK & Peoples Bank, Westville, OK 3 Kansas City September 26,1997 Peoples Community Bancshares, Inc., Colquitt, GA Farmers Bank of Malone, Malone, FL 3 Atlanta August 11,1997 Peoples Financial Corp., Inc., Ford City, PA Elderton State Bank, Elderton, PA 3 Cleveland August 25, 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 Planters & Merchants Bancshares, Inc., Heame, TX, & Planters & Merchants Bancshares of Delaware, Inc., Wilmington, DE Homestead Bank, S.S.B., College Station, TX 3 Dallas August 14,1997 Platt, Michael D., Hardtner, KS; Molz, James L., Kiowa, KS; Collins, David C., & Pederson, Roland C., both of Burlington, OK B-K Agency, Inc. Hardtner, KS, & The Farmers State Bank, Hardtner, KS CIBC Kansas City September 10,1997 Popular, Inc., Hato Rey, Puerto Rico Houston Bancorporation, Inc., Houston, TX, & Citizens National Bank, Houston, TX 3 New York October 16, 1997 Preimer Bancorp, Inc., Doylestown, PA Preimer Bank, Doylestown, PA 3 Philadelphia October 23, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity Premier Bancshares, Inc., Atlanta, GA Citizens Gwinnett Bankshares, Inc., Duluth, GA & Citizens Bank of Gwinnett, Duluth, GA 3 Atlanta October 31,1997 Prillaman, Bob Maurice & Lillias B., Marietta, GA Independent Bancshares, Inc., Powder Springs, GA CIBC Atlanta August 29,1997 Proffitt, Richard Todd, Pigeon Forge, TN Tennessee State Bancshares, Inc., Pigeon Forge, TN (formerly Gatlinburg, TN), and Tennessee State Bank, Gatlinburg, TN CIBC Atlanta August 5,1997 Progress Bancshares, Inc., Sullivan, MO Progress Bank of Sullivan, Sullivan, MO, a de novo bank 3 St. Louis August 8,1997 Provident Financial Group, Inc., & FGBI Acquisition Corp., both of Cincinnati, OH Florida Gulfcoast Bancorp, Inc., Sarasota, FL, and Enterprise National Bank of Sarasota, Sarasota, FL 3 Cleveland July 24, 1997 Rice Lake Bancorp, Inc., Rice Lake, WI TALCO, Inc., Menomonie, WI & Menomonie Shares, Inc., Menomonie, WI; Menomonie Financial Services, Inc., Menomonie, WI & First Bank and Trust, Menomonie, WI 3 Minneapolis October 9,1997 Riverside Gulf Coast Banking Company, Cape Coral, FL Riverside Bank of the Gulf Coast, Cape Coral, FL 3 Atlanta October 24,1997 Rockdale National Bankshares, Conyers, GA CORRECTION Rockdale National Bank, Conyers, GA 3 Atlanta August 22,1997 Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 25, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 22, 1997 Roseau Realty Co., Inc., Roseau, MN Citizens State Bank of Roseau, Roseau, MN, in general insurance agency activities (b)(l l)(iii)(A ) 3 and 4 Minneapolis October 23,1997 Security Bank Holding Company ESOP and Security Bank Holding Company, both of Coos Bay, OR Pacific State Bank, Reedsport, OR 3 San Francisco October 20,1997 Security State Bancshares, Inc., Charleston, MO Merchants and Planters Bank of Homersville, Homersville, MO 3 St. Louis October 24, 1997 Shields, James Homer, III, London, England Sebastian Bankshares, Inc., Barling, AR & River Valley Bank and Trust, Lavaca, AR CIBC St. Louis September 24, 1997 SIS Bancorp, Inc., Springfield, MA Glastonbury Bank & Trust Company, Glastonbury, CT 3 Boston October 16, 1997 Smith, Carmen P. Family Limited Partnership; Smith, Carmen P.; & Woodruff, Peggie J., as General Partners, all of Wichita Falls, TX AmeriBancShares, Inc., Wichita Falls, T X & AmeriBancShares of Delaware, Inc., Wilmington, DE & American National Bank, Wichita Falls, TX CIBC Dallas September 24, 1997 Smith, James Randel, Auburn, NE; Jobe, Jerry A. Tabor, IA; and Schaaf, Grant, T., Randolph, IA Tabor Enterprises, Inc., Tabor, IA & First State Bank, Tabor, IA CIBC Chicago October 1, 1997 Smith, James Randel, Auburn, NE; Jobe, Jerry A., Tabor, IA, and Schaaf, Grant T., Randolph, IA CORRECTION Tabor Enterprises, Inc., Tabor, IA, & First State Bank, Tabor, IA CORRECTION CIBC Chicago October 1, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Spanjer, Leland, Cozad, NE, in his capacity as Personal Representative of the Estate of Clifford G. Young C.S.B. Co., Cozad, NE, Cozad State Bank & Trust Company, Cozad, NE, and First National Bank of Chadron, Chadron, NE croc Kansas City August 11, 1997 Spectrum Bancorporation, Inc., Omaha, NE First Savings & Loan Association of South Dakota, Inc., Aberdeen, SD in the operation of a savings association (b)(4) 4 Minneapolis September 26,1997 Spehar, David L. & Nancy A., Kansas City, KS First Community Bancshares, Inc., Kansas City, KS, and First Community Bank, Kansas City, KS croc Kansas City August 5, 1997 SWB Bancshares, Inc., Fort Worth, TX&SW Financial, Inc., Dover, DE Southwest Bank, Fort Worth, TX 3 Dallas October 23, 1997 TCA Financial Corporation, Englewood, CO Trust Company of America, Boulder, CO 3 Kansas City October 31, 1997 Texas Financial Bancorporation, Inc., Minneapolis, MN & Delaware Financial, Inc., Wilmington, DE CNB Bancshares of Victoria, Victoria, TX & Citizens Bancorp of Delaware, Inc., Wilimington, DE & Citizens National Bank, Victoria, TX 3 Dallas September 26, 1997 The Chase Manhattan Corporation & Chase Holdings Delaware, Inc., New York, NY CORRECTION Chase Manhattan Bank & Trust Company, National Association, Los Angeles, CA 3 New York August 18, 1997 The First national Bank of St. James ESOP, St. James, MN The First National Agency at St. James, St. James, MN, & The First National Bank of St. James, St. James, MN 3 Minneapolis October 20, 1997 The Marine BancCorp, Inc., Chincoteague, VA The Marine Bank, Chincoteague, VA 3 Richmond October 6, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity The Sanwa Bank Limited, Osaka, Japan Morcroft Capital Corporation, Fairfield, NJ, leasing& financing activities, (b)(3) & (b)(1) 4 San Francisco October 21,1997 Triangle Bancorp, Inc., Raleigh, NC Bank of Mecklenburg, Charlotte, NC 3 Richmond August 1, 1997 Trust No. 3 Under Will of Charles Henderson, Troy, AL, & Henderson Bancshares, Inc., Troy, AL Pea River Capital, Corporation, Elba, AL, & Peoples Bank of Coffee County, Elba, AL 3 Atlanta October 24, 1997 Trustbank Financial Corporation, Denver, CO Trust Bank of Colorado, Denver, CO 3 Kansas City October 20, 1997 U.S. Bancorp, Minneapolis, MN Zappco, Inc., St. Cloud, MN & The First National Bank of Little Falls, Little Falls, MN; Melrose State Bank, Melrose, MN; & Zapp National Bank of St. Cloud, St. Cloud, MN & Zapp Data, Inc., St. Cloud, MN, providing data processing services (b)(14) 3 and 4 Minneapolis October 24,1997 Union Planters Corporation, Memphis, TN Capital Bancorp, Miami, FL & Capital Bank, Miami, FL 3 St. Louis October 3,1997 UST Corp. Boston, MA CORRECTION Firestone Financial Corp., Newton, MA in installment loan and lease financing activities to commercial customer (b)(1) & (b)(3) 4 Boston September 5, 1997 UST Corp., Boston, MA Firestone Financial Corp., Newton, MA in installment loan & lease financing activities to commercial customers (b)(1) & (b)(3) 4 Atlanta September 15, 1997 Vail Banks, Inc., Vail, CO Cedaredge Financial Services, Inc., Cedaredge, CO 3 Kansas City October 6, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Voorhees, Steven L., Harvard, NE Harvard State Company, Harvard, NE & Harvard State Bank, Harvard, NE CIBC Kansas City September 29,1997 Wachovia Corporation, Winston-Salem, NC 1st United Bancorp, Boca Raton, FL, & First United Bank, Boca Raton, FL, & United Bancorp's subsidiary, Island Investment Service, Inc., Palm Beach, FL in securities brokerage activities (bX7Xi) 3 Richmond September 15,1997 Wachovia Corporation, Winston-Salem, NC Central Fidelity Banks, Inc., & Central Fidelity National Bank, Richmond, VA; Central Fidelity Insurance Agency, Inc., Richmond, VA acting as an agent or broker in the sale of credit related insurance (bXl 1) 3 and 4 Richmond September 26,1997 Warwick Community Bancorp, Inc., Warwick, NY Warwick Savings Bank, Warwick, NY 3 New York October 24,1997 Washington Bancorp, Washington, IA Rubio Savings Bank of Brighton, Brighton, IA & Washington Federal Savings Bank, operating a savings association (bXl 1) 3 and 4 Chicago October 23,1997 Wingate, J. Alton, Cornelia, GA Community Bankshares, Inc., Cornelia, GA, & Community Bank & TrustJackson, Commerce, GA; Community Bank & Trust-Troup, LaGrange, GA, & Community Bank & Trust-Alabama, Union Springs, AL CIBC Atlanta October 16,1997 Winter-Park Bancshares, Inc., Cameron, WI Owen-Curtiss Financial Corporation, Rice Lake, WI & Brill Bancshares, Inc., Rice Lake, WI & Brill State Bank, Brill, WI 3 Minneapolis October 23,1997 Section of law Reserve Bank End of comment period Applicantornotificant Acquiree oractivity Yaeger, Marion P., Trust, Grand Rapids, MI Litchfield Bancshares Company, Litchfield, IL & Litchfield National Bank, Litchfield, IL CIBC St. Louis September 26,1997 Young, David E., Chattanooga, TN East Ridge Bancshares, Inc., East Ridge, TN, and Bank of East Ridge, East Ridge, TN CIBC Atlanta July 22, 1997 Young, Susan Aileen, Chicago, IL C.S.B. Co., Cozad, NE, and Cozad State Bank & Trust Company, Cozad, NE, and First National Bank of Chadron, Chardron, NE CIBC Kansas City August 5, 1997 Zions Bancorporation, Salt Lake City, UT GB Bancorporation, San Diego, CA & Grossmont Bank, San Diego, CA; Rancho Vista National Bank, Vista, CA & Pacific Commerce Bank, Chula Vista, CA 3 San Francisco September 22, 1997 Zions Bancorporation, Salt Lake City, LIT GB Bancorporation, San Diego, CA, & Grossmont Bank, San Diego, CA 3 San Francisco September 15, 1997 Sectionoflaw ReserveBank End ofcomment 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.2A Notice ofFormations and Mergers of,and Acquisitions by,Bank Holding Companies; Change inBank Control Notices Filed since the H.2A dated October 3,1997 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 o f 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 o f Governors, no later than the end o f the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end o f this release. The public portions o f 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 Bennett, James(l), Billings, MT; First PREMIER Bank as Custodian/FBO Emil Erhardt IRA, Stevensville, MT; Donald Bennett, Columbia Falls, MT; Steven Tostenrud, Billings, MT; Alex Zier, Lewistown, MT; William Thomdal, Laurel, MT; CONTINUED Citizens Development Co., Billings, MT, & First Security Bank of Laurel, Laurel, MT; First Citizens Bank of Billings, Billings, MT; Citizens State Bank, Hamilton, MT; First Citizens Bank, N.A., Columbia Falls, MT: First National Bank CONTINUED Section of law CIBC Reserve Bank Minneapolis End of comment period October 23, 1997 Applicantornotificant Acquireeoractivity Bennett, James(2), Billings, MT; Robert Sizemore, Chinook, MT; Wiliam Curley, Oyenette, WI; Jon Sustarich, Cambridge, WI; Kenneth Baker, Osceola, IA; Gregory Bormann, Stickney, SD; Duncan Flann, Iroquois, SD; Ronald Homischer, Merrill, WI; CONTINUED of Lewistown, Lewistown, MT & Western Bank of Chinook, N.A., Chinook, MT CIBC Minneapolis October 23, 1997 Bennett, James(4), Billings, MT; D.A. Davidson & Co., as custodian/FBO William Thomdal IRA, Laurel, MT; and James Bennett, et al CONTINUED United Bancorporation, Billings, MT & Bank of Poynette, Poynette, WI; Cambridge State bank, Cambridge, WI; Clarke County State Bank, Osceola, IA; Farmers State Bank, Stickney, SD; Fanners & Merchants State Bank, Iroquois, SD; CONTINUED CIBC Minneapolis October 23, 1997 Bennett, James(5), Billings, MT CONTINUED Lincoln County Bank, Merrill, WI & United Bank, Osseo, WI CIBC Minneapolis October 23,1997 Citizens Bancshares Company, Chillicothe, MO Trenton Trust Bancshares, Inc., Trenton, MO & Trenton Trust Company, Trenton, MO 3 Kansas City November 7,1997 City National Corporation, Beverly Hills, CA Harbor Bancorp, Long Beach, CA & Harbor Bank, Long Beach, CA 3 San Francisco November 7,1997 Douglas, Ronald B., Medina, WA Washington Commercial Bancorp, Redmond, WA & Redmond National Bank, Redmond, WA CIBC San Francisco October 29,1997 First National Bancorp, Inc., Green Forest, AR First National Bank of Green Forest, Green Forest, AR 3 St. Louis November 3,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquiree oractivity First National Security Company, DeQueen, AR First Financial Corporation ofldabel, Idabel,OK& First State Bank ofldabel, Idabel, OK 3 St. Louis November 7,1997 Midland First Financial Corporation, Lee's Summit, MO Midland Bank, Lee's Summit, MO 3 Kansas City November 3,1997 Roscoe Community Bankshares, Inc., Roscoe, SD Roscoe Financial Services, Inc., Roscoe, SD & First State Bank of Roscoe, Roscoe, SD 3 Minneapolis October 28,1997 Smith Mustang Ltd., Rio Vista, TX; Lowell Smith, Jr., General Partner Mustang Financial Corporation, Rio Vista, TX, & First State Bank of Rio Vista, Rio Vista, TX CIBC Dallas October 28,1997 Sparta Union Bancshares, Inc., Sparta, WI Union National Bank & Trust Company, Sparta, WI 3 Chicago November 3, 1997 Trust No. 3 Under Will of Charles Henderson, Troy, AL Pea River Capital Corporation, Elba, AL, & The Peoples Bank of Coffee County, Elba, AL 3 Atlanta November 3,1997 U.S. Bancorp(2), Minneapolis, MN CONTINUED arranging commercial real estate equity financing, asset manamange servicing & collection activities, & acquiring debt in default (b)(2)(H), (vi), & (vii); leasing personal or real property (b)(3); financial & investment advisory (b)(6); CONTINUED 4 Minneapolis October 29, 1997 U.S. Bancorp(3), Minneapolis, MN CONTINUED agency transactional services for customer investments (b)(7); investment transactions as principal (b)(8); management consulting & counseling (b)(9);(i)(AXl) and (2); & insurance agency activities (b)(l l)(vii) 4 Minneapolis October 29,1997 Sectionoflaw ReserveBank End ofcomment period Applicant or notificant Acquiree or activity US Bancorp(l), Minneapolis, MN CONTINUED U.S. Bancorp Investment, Inc., Minneapolis, MN, in underwriting & dealing in commercial paper, municipal revenue bons, mortgage-backed securities, & consumer-receivablerelated securities; in extending credit & servicing loans (bXl); CONTINUED Section of law 4 Reserve Bank Minneapolis End of comment period October 29, 1997 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 S t 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 o f 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)