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Federal Reserve Release H.2 Actions o f the Board, Its Staff, and the Federal Reserve Banks: Applications and Reports Received No. 38 W eek E n d in g Septem ber 2 0 ,1 9 9 7 Board o f Governors o f the Federal Reserve System, Washington, DC 20551 No. 38 ACTIONS TAKEN BY THE BOARD OF GOVERNORS TESTIMONY AND STATEMENTS Issues concerning offline debit cards or check cards that can be used without security codes -- statement by Governor Meyer before the Subcommittee on Financial Institutions and Consumer Credit of the House Committee on Banking and Financial Services, September 24,1997. - Authorized, September 19,1997 Payments system and the role of the Federal Reserve —statement by Vice Chair Rivlin before the Subcommittee on Domestic and International Monetary Policy of the House Committee on Banking and Financial Services, September 16,1997. - Published, September 17,1997 BANK HOLDING COMPANIES BankAmerica Corporation, San Francisco, California -- to acquire Robertson, Stephens & Company Group, L.L.C., and all of the subsidiaries and affiliates of the Robertson Group and Robertson Stephens Co., and engage in financial and investment advisory, securities brokerage, private placement, and riskless principal activities, and underwriting and dealing in government obligations. - Permitted, September 17,1997 Barnett Banks, Inc., Jacksonville, Florida -- to acquire First of America Bank Florida, FSB, Tampa, Florida, and engage in operating a savings association. - Approved, September 15,1997 BB&T Corporation, Winston-Salem, North Carolina -- to acquire Craigie Incorporated, Richmond, Virginia, and engage in underwriting and dealing in, to a limited extent, debt and equity securities, lending activities, leasing services, financial and investment advisory services, securities brokerage, and underwriting and dealing in government obligations. - Permitted, September 17,1997 New Prague Bancshares, Inc., New Prague, Minnesota -- to acquire Community Security Bank. - Approved, September 15,1997 BANKS, FOREIGN Sudwestdeutsche Landesbank Girozentrale, Stuttgart and Mannheim, Germany — to establish a branch in New York, New York. - Approved, September 17,1997 H.2 Page 2 September 14,1997 to September 20, 1997 ACTIONS TAKEN BY THE BOARD OF GOVERNORS BOARD OPERATIONS Division of Banking Supervision and Regulation —reorganization with promotion of Herbert A. Biem and Roger T. Cole to Associate Director; promotion of James V. Houpt, Jr., Gerald A. Edwards, Jr., Molly S. Wassom, Stephen Hoffman, Jr., Michael G. Martinson, Sidney M. Sussan, and Jack P. Jennings to Deputy Associate Director; appointment of Norah M. Barger, Mary Cross, and Richard A. Small to the position of Assistant Director; and transfer of William A. Ryback to Associate Director for Supervision. - Approved, September 15,1997 Division of International Finance -- reorganization with appointment of Lewis Alexander as Associate Director; promotion of Karen H. Johnson and Peter Hooper III to Associate Director; and reassignment of Thomas Connors, Assistant Director, with a change in title to Senior Adviser to Charles Siegman and Larry Promise!. - Approved, September 15,1997 CHANGE IN BANK CONTROL First Bankshares, Inc., Longwood, Florida -- change in bank control. - Permitted, September 17,1997 FORMS Recordkeeping Requirements Associated with the Board's Appraisal Standards for Federally Related Transactions -- extension for three years, without revision. - Proposed, September 18,1997 REGULATIONS AND POLICIES Basle Committee on Banking Supervision —modified amendment to the Capital Accord to incorporate market risk, effective January 1,1998. - Announced, September 19,1997 ENFORCEMENT Skandinaviska Enskiiua Banken, Stockholm, Sweden, its New York branch and New York State-chartered Article XII corporation —joint issuance with the New York State Banking Department of a consent order, and an order of assessment of a civil money penalty against the bank and its New York branch and Article XII corporation. - Announced, September 17,1997 H.2 September 14,1997 to September 20,1997 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 Chicago Bloomingdale Bank and Trust, Bloomingdale, Illinois —to establish a branch at the southeast comer of Arlington Heights Road and Pierce Road, Itasca, Illinois. - Approved, September 15, 1997 Chicago Citizens Bank & Trust Company, Hudson, Iowa —to establish a branch at 209 West 5th Street, Waterloo, Iowa. - Approved, September 17,1997 Richmond First Community Bank, Inc., Buckhannon, West Virginia —to establish a branch in the Wal-Mart store on U.S. Route 119. - Approved, September 15,1997 Chicago Valley Ridge Bank, Kent City, Michigan -- to establish a branch at 47th South Charles Street, White Cloud, Michigan. - Approved, September 17,1997 BANK HOLDING COMPANIES San Francisco 1867 Western Financial Corporation, Stockton, California —to acquire shares of Capital Corp of the West, Merced, California. - Approved, September 18, 1997 1867 Western Financial Corporation, Stockton, California -- to engage in operating an industrial loan company and providing credit life insurance through Town and Country Finance and Thrift Company, Turlock, California. - Permitted, September 18,1997 1867 Western Financial Corporation, Stockton, California —to engage in management consulting and furnishing investment advice through Capital West Group, Inc., Merced, California. - Permitted, September 18,1997 H.2 Page 2 September 14,1997 to September 20, 1997 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY New York Albank Financial Corporation, Albany, New York -- to acquire Albank Commercial and to retain Albank, FSB Albany, a Federal savings association. - Approved, September 17,1997 Dallas Bay Bancshares, Inc., La Porte, Texas —request for waiver of application to acquire Texas Bank, Baytown, Texas, and First Bank of Deer Park, Deer Park, Texas. - Granted, September 19,1997 Richmond Calvin B. Taylor Bankshares, Inc., Berlin, Maryland —to acquire Calvin B. Taylor Bank of Delaware, Ocean View, Delaware. - Approved, September 19,1997 Richmond Carolina First Corporation, Greenville, South Carolina -- to acquire First Southeast Financial Corporation, Anderson, South Carolina. - Approved, September 19,1997 St. Louis CB&T Bancshares, Inc., Marks, Mississippi —to acquire Citizens Bank & Trust Company. - Approved, September 15,1997 San Francisco Citizens Bancorp, Agana, Guam -- to acquire Citizens Security Bank (Guam), Inc., Agana, Guam. - Approved, September 18, 1997 C level0"'4 Citizens National Corporation, Paintsville, Kentucky -- to acquire Josephine Bancshares, Prestonburg, Kentucky. - Approved, September 15,1997 St. Louis Community Financial Corp., Olney, Illinois -- to acquire Mid-America Bank of St. Clair County, O'Fallon, Illinois. - Approved, September 18,1997 H.2 September 14, 1997 to September 20, 1997 Page 3 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Philadelphia CoreStates Financial Corp., Philadelphia, Pennsylvania -- to engage in automated teller machine and point-of-sale activities on a worldwide basis through Electronic Payment Services, Inc., Wilmington, Delaware. - Permitted, September 18, 1997 San Francisco CPB, Inc., Honolulu, Hawaii -- to acquire shares of Trans-Pacific Mortgage Group LLC, a joint venture with Source Management LLC, and engage in mortgage lending activities. - Permitted, September 16, 1997 Kansas City Devonshire Investment Company, Bethany, Oklahoma —to engage de novo in management consulting and counseling activities through a wholly-owned subsidiary. - Permitted, September 18, 1997 Chicago First State Bancorp of Monticello, Inc. Employee Stock Ownership Plan —to acquire shares of First State Bancorp of Monticello, Inc., Monticello, Illinois, and thereby acquire First State Bank of Monticello; State Bank of Hammond, Hammond; First State Bank of Bloomington, Bloomington; First State Bank of Heyworth, Heyworth; and First State Bank of Atwood, Atwood, Illinois. - Approved, September 17,1997 Chicago Heartland Bancshares, Inc., Franklin, Indiana —to acquire Heartland Community Bank. - Approved, September 17,1997 General Counsel M.B. and I.M. Hampton Family Partnership, Ltd., Mt. Pleasant, Texas -determination that it is a qualified family partnership under the Bank Holding Company Act. - Granted, September 16,1997 H.2 September 14,1997 to September 20, 1997 Page 4 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Chicago Midland Bancshares, Inc., Kincaid, Illinois —to acquire The Midland Community Bank. - Returned, September 15,1997 General Counsel NationsBank Corporation, Charlotte, North Carolina -- request for exemption from the tying limitations of the Bank Holding Company Act. - Granted, September 19,1997 Minneapolis Norwest Corporation, Minneapolis, Minnesota —to acquire International Bancorporation, Golden Valley, Minnesota. - Approved, September 17,1997 Norwest Corporation, Minneapolis, Minnesota —to acquire through Norwest Investment Services, Inc., Des Moines, Iowa, the brokerage business of International Bancorporation's subsidiary banks. - Approved, September 17,1997 Cleveland Peoples Financial Bancorp, Inc., Ford City, Pennsylvania -- to retain shares of Elderton State Bank, Elderton, Pennsylvania. - Approved, September 18,1997 New York Prestige Financial Corporation, Flemington, New Jersey —to engage de novo in securities brokerage and mutual fund sales activities through PFC Financial Services, Inc. - Permitted, September 19,1997 Atlanta Regions Financial Corporation, Birmingham, Alabama -- to acquire Griffin Federal Savings Bank, Griffin, Georgia, and engage in operating a savings association. - Permitted, September 18,1997 H.2 September 14, 1997 to September 20, 1997 Page 5 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY New York Santander Holding Intemacional, S.A., Madrid, Spain, and Santusa Holding, S.L. -to acquire Banco Santander Puerto Rico, Hato Rey; Puerto Rico, and for Santander Holding and Santusa to retain interest in First Union Corporation, Charlotte, North Carolina, and The Royal Bank of Scotland Group, PLC, Edinburgh, Scotland. - Approved, September 15,1997 Director, BS&R Stewardship Financial Corporation, Midland Park, New Jersey —transfer agent registration. - Approved, September 16,1997 Minneapolis Union Bancshares, Inc., Fargo, North Dakota —to acquire Union State Bank of Fargo, Fargo, North Dakota. - Approved, September 18,1997 Director, BS&R Valley Bancorp, Inc., Phoenix, Arizona —request to modify a commitment in connection with application to acquire Valley Bank of Arizona. - Granted, September 16,1997 Secretary Wachovia Corporation, Winston-Salem, North Carolina —to merge with 1st United Bancorp, Boca Raton, Florida, and acquire 1st United Bank; and engage in securities brokerage activities through acquisition of Island Investment Services, Inc., Palm Beach, Florida. - Approved, September 19,1997 San Francisco Western Holdings Bancorp, Los Altos, California -- to acquire Bank of Los Altos. - Approved, September 17,1997 BANK MERGERS Philadelphia First Sterling Bank, Devon, Pennsylvania —to merge with Prime Bank, Philadelphia, Pennsylvania. - Approved, September 17,1997 H.2 September 14,1997 to September 20,1997 Page 6 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Philadelphia Johnstown Bank and Trust Company, Johnstown, Pennsylvania - to merge with Laurel Bank, Ebensburg; and Fayette Bank, Uniontown, Pennsylvania. - Approved, September 17,1997 BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS Atlanta Provident Bank of Florida, Apollo Beach, Florida -- to exercise trust powers. - Approved, September 17,1997 CAPITAL STOCK Dallas G-6 Corporation, Mesquite, Texas —redemption of shares. - Approved, September 16,1997 CHANGE IN BANK CONTROL New York Albank Financial Corporation, Albany, New York -- change in bank control. - Permitted, September 17,1997 Dallas Citizens National Bank of Waxahachie Employee Stock Ownership Plan, Waxahachie, Texas —change in bank control. - Permitted, September 16,1997 Chicago First Business Bancshares, Inc., Madison, Wisconsin —change in bank control. - Permitted, September 17,1997 Kansas City Hooker National Bancshares, Inc., Hooker, Oklahoma -- change in bank control. - Permitted, September 15,1997 H.2 September 14, 1997 to September 20, 1997 Page 7 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY COMPETITIVE FACTORS REPORTS New York Albank Commercial, Albany, New York —report on competitive factors of the proposed acquisition of the assets and assumption of the liabilities of 35 branches of KeyBank National Association. - Submitted, September 18,1997 Secretary Bank of Visalia, Visalia, California —report on competitive factors of the proposed acquisition of assets and assumption of the liabilities of the Tipton and Woodlake, California, branches of Bank of America National Trust & Savings Association, San Francisco, California. - Submitted, September 17, 1997 Secretary Bank of America National Trust & Savings Association, San Francisco, California report on competitive factors of the proposed purchase of assets and assumption of liabilities of the Miami, Florida, branch of BankAmerica International, Miami, Florida. - Submitted, September 19,1997 Cleveland Bank of Winter Park, Winter Park, Florida —report on competitive factors of the proposed merger with The Huntington National Bank, Columbus, Ohio. - Submitted, September 18,1997 Atlanta Barnett Bank, N.A., Jacksonville, Florida —report on competitive factors of the proposed acquisition of the assets and assumption of the liabilities of First of America Bank-FL, FSB, Tampa, Florida. - Granted, September 16,1997 San Francisco Cascade Community Bank, Auburn, Washington -- report on competitive factors of the proposed merger with Columbia State Bank, Tacoma, Washington. - Submitted, September 17,1997 H.2 September 14,1997 to September 20,1997 Page 8 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Secretary County Bank, Merced, California -- report on competitive factors of the proposed acquisition of the assets and assumption of the liabilities of the Dos Palos, Livingston, and Mariposa, California, branches of Bank of America National Trust & Savings Association, San Francisco, California. - Submitted, September 18,1997 Dallas Crockett State Bank, Crockett, Texas -- report on competitive factors of the proposed merger with First National Bank of Huntsville, Huntsville, Texas. - Submitted, September 16,1997 Chicago Dickinson County Savings Bank, Milford, Iowa -- report on competitive factors of the proposed merger with United Community Bank, Hartley, Iowa. - Submitted, September 16,1997 St. Louis Farmers Bank & Trust Company, Magnolia, Arkansas —report on competitive factors of the proposed acquisition of assets and assumption of liabilities of four Camden, Arkansas, branches of NationsBank, N.A., Charlotte, North Carolina. - Submitted^ September 17,1997 Atlanta Farmers Bank, Portland, Tennessee -- report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Portland, Tennessee, branch of First Union National Bank, Charlotte, North Carolina, and to establish a branch. - Submitted, September 17,1997 Chicago First Federal Savings Bank of Marion, Marion, Indiana —report on competitive factors of the proposed purchase of assets and assumption of the liabilities of the Gas City branch of NBD Bank, N..A. - Submitted, September 15,1997 H.2 September 14, 1997 to September 20,1997 Page 9 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Richmond First National Exchange Bank, Roanoke, Virginia -- report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of four branches of First National Bank of Rocky Mount, Rocky Mount, Virginia. - Submitted, September 18,1997 Dallas First Victoria National Bank, Victoria, Texas —report on competitive factors of the proposed acquisition of assets and assumption of liabilities of a branch at 421 Green Avenue, Taft, Texas. - Submitted, September 16,1997 Dallas First-Nichols National Bank, Kenedy, Texas -- report on competitive factors of the proposed merger with First-Nichols Interim National Bank. - Submitted, September 15,1997 Boston Fleet Bank (Delaware), N.A., Wilmington, Delaware -- report on competitive factors of the proposed merger with Fleet Bank (RI), N.A., Providence, Rhode Island. - Submitted, September 19,1997 Boston Fleet Bank, Albany, New York —report on proposed merger with Fleet National Bank, Springfield, Massachusetts. - Submitted, September 19,1997 Cleveland Geauga Savings Bank, Newbury, Ohio -- report on competitive factors of the proposed merger with Geauga Interim Savings Bank. - Submitted, September 18,1997 St. Louis Guaranty Bank and Trust Company, Belzoni, Mississippi - report on competitive factors of the proposed acquisition of certain assets and assumption of certain liabilities of the Indianola, Mississippi, branch of Magnolia Federal Bank For Savings, Hattiesburg, Mississippi. - Submitted, September 18,1997 H.2 September 14, 1997 to September 20, 1997 Page 10 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Chicago Home Bank, SB, Martinsville, Indiana —report on competitive factors of the proposed purchase of the assets and assumption of the liabilities of the Martinsville, branch of NBD Bank, N.A., Indianapolis, Indiana. - Submitted, September 15,1997 Dallas International Bank of Commerce, Laredo, Texas -- report on competitive factors of the proposed merger with University Bank, Houston, Texas. - Submitted, September 16,1997 Chicago Lake City Bank, Warsaw, Indiana -- report on competitive factors of the proposed acquisition of certain assets and assumption of certain liabilities of the Huntington, Indiana, branch of NBD Bank, N.A., Indianapolis, Indiana. - Submitted, September 15,1997 San Francisco Los Padres Savings Bank, FSB, Solvang, California —report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Ojai and Solvang, California, branches of Home Savings of America, FSB Irwindale, California. - Submitted, September 19,1997 Chicago Midland Community Bank, Kincaid, Illinois —report on competitive factors of the proposed merger with Kincaid Interim Bank. - Submitted, September 17,1997 Dallas Norwest Bank Texas, South, N.A., San Antonio, Texas -- report on competitive factors of the proposed merger with Norwest Bank Texas, North Central, Fort Worth, Texas. - Submitted, September 15,1997 Atlanta Peoples Bank, Mendenhall, Mississippi —report on competitive factors of the proposed purchase of certain assets and assumption of certain liabilities of the Collins, branch of Magnolia Federal Bank for Savings, Hattiesburg, Mississippi. - Submitted, September 17,1997 H.2 September 14, 1997 to September 20, 1997 Page 11 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Chicago Stephenson National Bank and Trust, Marinette, Wisconsin -- report on competitive factors of the proposed merger with The Stephenson National Bank, Menominee, Michigan. - Submitted, September 17,1997 Dallas Sterling Bank, Houston, Texas -- report on competitive factors of the proposed merger with Houston National Bank. - Submitted, September 16,1997 Chicago Sturgis Bank & Trust Company, FSB, Sturgis, Michigan —report on competitive factors of the proposed purchase of the Bronson and Constantine branches of KeyBank, National Association, Cleveland, Ohio. - Submitted, September 17,1997 Chicago Union National Bank and Trust Company of Elgin, Elgin, Illinois —report on competitive factors of the proposed merger with Interim National Bank of Elgin. - Submitted, September 17,1997 EXTENSIONS OF TIME Boston Bank of Boston Corporation, Boston, Massachusetts —extension to establish a branch in Shanghai, China. - Granted, September 18,1997 Dallas Central Texas Bankshare Holdings, Inc., Columbus, Texas -- extension to December 26,1997, to acquire Hill Bancshares Holdings, Inc., Weimar; Texas, Hill Bancshares, Inc., Wilmington, Delaware, and Hill Bank & Trust Company, Weimar, Texas. - Granted, September 17,1997 Richmond First Citizens BancShares, Inc., Raleigh, North Carolina —extension to October 19, 1997, to acquire First Savings Financial Corp., Reidsville, North Carolina. - Granted, September 17,1997 H.2 September 14,1997 to September 20,1997 Page 12 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY Boston NMBT Corp., New Milford, Connecticut -- extension to acquire The New Milford Bank and Trust Company. - Granted, September 16,1997 San Francisco Wells Fargo & Company, San Francisco, California —extension to divest certain property. - Granted, September 19,1997 MEMBERSHIP Chicago F&M Bank-Prairie du Chien, Prairie du Chien, Wisconsin —to become a member of the Federal Reserve System. - Approved, September 17,1997 RESERVE BANK SERVICES Director RBOPS National Check Exchange —request to provide net settlement services to depository institutions that participate in NCE and that utilize the New York Clearing House Association as agent for the services. - Granted, September 19,1997 Additions/Corrections H.2 ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS UNDER DELEGATED AUTHORITY BANK HOLDING COMPANIES San Francisco Columbia Banking System, Inc., Tacoma, Washington -- request for waiver of application in connection with the proposed merger of Cascade Bancorp, Inc., Auburn, California, and Cascade Community Bank with Columbia State Bank. - Granted, September 2,1997 FEDERAL RESERVE BANK OF BOSTON APPLICATIONS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY Application Comment Period Ending Date NONE SECTION I I - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application Comment Period SIS Bancorp, Inc., Springfield, Massachusetts section 3(a)(3) notification to acquire Glastonbury Bank and Trust Company, Glastonbury, Connecticut* Ending Date Newspaper 10-16-97 Federal Register 10-16-97 SECTION I I I - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY Application Comment Period Mutual Bancorp of the Federal Register Berkshires, Inc., Pittsfield, Massachusetts - 4 (c) (8) notification to engage in trust company and community development activities Ending Date 10-10-97 SECTIO N IV - A PPL IC A T IO N S NOT SUBJECT TO FEDERAL REG ISTER OR NEWSPAPER NOTICE Application NONE SEC TIO N V - A V A IL A B IL IT Y OF CRA PU B L IC EVALUATIONS Institution Examination Date Rating** NONE SECTION V I - APPLICATIONS BULLETIN Effective April 21, 1997, information regarding the comment periods associated with applications and notices submitted to the Federal Reserve Bank of Boston for processing under section 3 and 4(c)(8) of the Bank Holding Company Act of 1956, as amended, will be available 24 hours a day by calling the following toll-free number 1-800-896-9480. ♦Subject to CRA. ♦♦Rating Definitions: "O" - Outstanding; "S" - Satisfactory; Improve; "SN" - Substantial Noncompliance "N" - Needs to FEDERAL RESERVE BANK OF NEW YORK Comment Period, Ending Date SECTION I Applications Subject to Newspaper Notice Only_____ Bank of New York, New York, New York, to establish a branch at 113 West Essex Street, Maywood, New Jersey. 1/ SECTION II Applications Subject to Both Newspaper and Federal Register Notice None. SECTION III Nonbanking Applications (subject to Federal Register Notice Only ) None. SECTION IV Applications Not Involving Public Comment None. SECTION V Availability of CRA Public Evaluations In connection with the assessment of each insured depository institution's CRA performance, a rating is assigned from the following group: Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate- income neighborhoods, in a manner consistent with its resources and capabilities. 10/10/97 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 September 20.1997 NAME OF BANK RATING None 1/ Subject to provisions of Community Reinvestment Act. 2/ Later of dates specified in newspaper and Federal Register notices. 3/ 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 EXAMINATION DATE FEDERAL RESERVE BANK OF PHILADELPHIA SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER NOTICE ONLY Sterling Bank. Mount Laurel, NJ, to establish a branch in Mount Laurel Township, Burlington, NJ, pursuant to Section 9 of the Federal Reserve Act. Newspaper comment period expires: 10/5/97 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/A vail 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: N/A vail SECTION II - 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: 10/11191 Federal Register comment period expires: 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 Keystone Financial. Inc.. Harrisburg, PA request relief of commitments made in connection with the Federal Reserve’s 1995 approval of Keystone’s application to acquire Martindale Andres Company, Inc., West Conshohocken, PA, and thereby engage in investment advisory activities. SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER (continued) Corestates Financial Corp.. Philadelphia, PA to engage, through Electronic Payment Services, Inc., Wilmington, DE, in automated teller machine and point-of-sale activities on a world-wide basis, pursuant to Section 4(c)(8) of the Bank Holding Company Act ans Section 225.28(b)(14) of Regulation Y. 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 September 19, 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 moderateincome neighborhoods, in a manner consistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and 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 SECTION V I - CRA EXAM SCHEDULE NONE FEDERAL RESERVE BANK OF PHILADELPHIA SECTION VII - APPLICATIONS APPROVED Johnstown Bank and Trust Company. Johnstown, PA to merge with Laurel Bank, Ebensburg, PA, and Fayette Bank, Uniontown, PA pursuant to Sections 18(c) and 5(d)(3) of the Federal Deposit Insurance Act Approved: 9/17/97 First Sterling Bank. Devon, PA, to effect a merger with Prime Bank, Philadelphia, PA, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act and to establish branches incident thereto, pursuant to Section 9 of the Federal Reserve Act. Approved: 9/17/97 Corestates Financial Corp.. Philadelphia, PA, to engage, through Electronic Payment Services, Inc., Wilmington, DE, in automated teller machine and point-of-sale activities on a world-wide basis, pursuant to Section 4(c)(8) of the Bank Holding Company Act and Section 225.28(b)(14) of Regulation Y. Approved: 9/18/97 District Federal Reserve Bank of Cleveland A p p lication s and notifications filed during the w eek ending 9/20/97 Section I - Applications subject to newspaper notice only T ype A p p lic a tio n E ndin g d a te o f com m en t p e r io d NONE Footnotes Section II - Applications subject to both newspaper and Federal Register notice Type A p p lic a tio n E ndin g d a te o f com m en t p e r io d NONE Footnotes Section III - Applications subject to Federal Register notice only Type A p p lic a tio n E n din g d a te o f com m en t p e r io d NONE Footnotes Section IV - Applications not subject to Federal Register or newspaper notice T ype A p p lic a tio n NONE Footnotes E n din g d a te o f com m en t p e r io d Section V - Availability of CRA public evaluations D e sc rip tio n o f the CRA G o a l a g a in st w hich in stitution s a re evaluated, the fo u r p erfo rm a n ce levels, a n d the institution s f o r w hich an evalu ation is p u b lic ly a vailable. The CRA requires a periodic evaluation of 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 following four performance levels to rate an institution’s performance under CRA.: Outstanding Satisfactory Needs to Improve Substantial noncompliance RSSD num ber In stitu tio n / L ocation E xam ination da te CRA p u b lic d a te CRA ra tin g 576710 The O hio B ank 2 3 6 M ain S tre e t F in d la y, O H 4 5 8 4 0 6/02/97 9/8/97 Satisfactory 368522 A p o llo Trust C om pan y 201 N o rth W arren A ven u e A p o llo , PA 15613 6/30/97 9/9/97 Satisfactory Footnotes Section VI - CRA examinations scheduled for Fourth Quarter of 1997 Institution Location Andover Bank P.O. Box 1300, Public Square, Andover, OH 44003-1300 Bank of Corning Company P.O. Box 428, N. Valley Street, Coming, OH 43730-0428 Commercial & Savings Bank Co. P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050 Fifth Third o f Northeastern Ohio 1404 E. Ninth Street, Cleveland, OH 44114 Genoa Banking Company P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098 Hamler State Bank P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358 Hocking Valley Bank P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847 The Citizens Banking Company P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016 The Corn City State Bank P.O. Box 197, 120 W. Main Street, Deshler, OH 43516-0197 The Cortland Savings & Banking Co. P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098 The Custar State Bank P.O. Box 127, Main Street, Custar, OH 43511-0127 The Farmers Citizen Bank P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567 The M etamora State Bank P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270 The M inster State Bank P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090 The Provident Bank 1 E. 4th Street, Cincinnati, OH 45202 Towne Bank P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551 Footnotes Federal Reserve Bank of Richmond Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Second Bank & Trust, Culpeper, Virginia, to establish a branch at 1920 Medical Avenue, Harrisonburg, Virginia.* 10-6-97 The First Bank and Trust Company, Lebanon, Virginia, to establish a branch at 38 and 40 East Valley Drive, Bristol, Virginia.* 10-15-97 Centura Bank, Rocky Mount, North Carolina, to acquire the Bakersville, North Carolina, branch of First Union National Bank of North Carolina, Charlotte, North Carolina.* 10-18-97 Section II - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date MainStreet BankGroup Incorporated, Martinsville, Virginia, to acquire Commerce Bank Corporation, College Park, Maryland.* 10-6-97 One Valley Bancorp, Inc., Charleston, West Virginia, to acquire One Valley Bank-Central Virginia, National Association, Lynchburg, Virginia (the proposed successor by conversion to One Valley Bank-Central Virginia, a Federal savings bank).* 10-9-97** Section III - Applications Subject to Federal Register Notice Application Comment Period Ending Date None. ♦Application is subject to CRA requirements. ♦♦Expiration of comment period specified in the Federal Register. Federal Reserve Bank of Richmond Section IV - Application Not Subject to Federal Register Notice or Newspaper Notice Application Queenstown Bancorp of Maryland, Inc., Queenstown, Maryland, to become a bank holding company through the acquisition of 100% of the voting shares of Queenstown Bank of Maryland, Queenstown, Maryland.* Federal Reserve Bank o£ Richmond Section V - Availability of CRA Public Evaluations Week ending September 19, 1997 Definition of Ratings Outstanding record of meeting community credit needs. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner con sistent with its resources and capabilities. Satisfactory record of meeting community credit needs. An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Needs to improve record of meeting community credit needs. An institution in this group needs to improve its overall record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Substantial noncompliance in meeting community credit needs. An institution in this group has a substantially deficient record of ascer taining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. RSSD Number None. Name of Bank Examination ____Date___ Rating Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending September 19.1997 Section 1 - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date Banco BHIF Not yet available* Santiago, Chile To establish an international bank agency to be located in Miami, Florida. Section 2 - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date None. Section 3 - Applications Subject to Federal Register Only Application Comment Period Ending Date None. Section 4 - Applications Not Subject to Federal Register Notice or Newspaper Notice Application None. *Subject to provisions of the Community Reinvestment Act. Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending September 19.1997 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 at Ormond-bySatisfactory the Sea Post Office Box 4318 Ormond Beach, Florida 32175 (904)441-1200 Examination Date 06-09-97 Federal Reserve Bank of Atlanta Applications Bulletin for Week Ending September 19. 1997 Recently Approved Applications Approval Date Regions Financial Corporation 09-18-97 Birmingham, Alabama To acquire Griffin Federal Savings Bank, Griffin, Georgia, and thereby engage in operating a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. Barnett Banks, Inc. 09-15-97 Jacksonville, Florida To acquire First of America Bank-Florida, FSB, Tampa, Florida, and thereby engage in owning, controlling, and operating a savings association, pursuant to Section 225.28(b)(4)(h) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act. Provident Bank of Florida Apollo Beach, Florida For authority to exercise trust powers. 09-17-97 First Bankshares, Inc. 09-17-97 Longwood, Florida Change in control by Ms. Susma Patel & Messrs. Suketu Madhusudan Patel, Parimal Kantibhai Patel, Bharat Muljibhai Amin, Dennis John Lloyd King, and Sushilaban Patel, to collectively acquire 43.06 percent of outstanding shares of First Bankshares, Inc., Longwood, Florida, pursuant to the Change in Bank Control Act of 1978. Rockdale National Bankshares, Inc. Conyers, Georgia 1-BHC formation, Rockdale National Bank, Conyers, Georgia, pursuant to Section 3(a)(1) of the Bank Holding Company Act. Federal Reserve Bank of Chicago Section I - Applications Subject to Newspaper Notice Only Comment Period Ending Date Type Application Merger & Branch First Farmers Bank & Trust Company Converse, Indiana Sheridan, Indiana branch office of NBD Bank, N.A. to establish a branch at 322 South Main Street Sheridan, Indiana NP - ** 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 N P - ** Branch 1st Source Bank South Bend, Indiana 3905 Franklin Street Michigan City, Indiana NP - 10-14-97 NP - Newspaper FR - Federal Register * - Subject to Provisions of Community Reinvestment Act ** - Not available at this time Federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice Comment Period Ending Date Type Application 3(a)(3) Centre 1 Bancorp, Inc.* Beloit, Wisconsin First Winnebago Corporation Winnebago, Illinois First National Bank of Winnebago Winnebago, Illinois FR - 9-26-97 NP - 9-21-97 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)(1) 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 P R _ ** 3(a)(1) George Washington Bancorp, Inc.* Oak Lawn, Illinois George Washington Savings Bank Oak Lawn, Illinois FR - 10-6-97 NP - 10-4-97 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 _ H«He federal Reserve Bank of Chicago Section II - Applications Subject to Both Newspaper and Federal Register Notice cont’d Comment Period Ending Date Type Application 3(a)(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 _ ** reuerai Keserve bank ot Chicago Section III - Applications Subject to Federal Register Notice Only Type NONE Application Comment Period Ending Date reaerai Keserve name or cnicago Section IV - Applications Not Subject to Federal Register or Newspaper Notice Im ROS Application Tabor Enterprises, Inc. Tabor, Iowa To redeem 5,200 shares or 52% of the common 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 September 19, 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 capabilies. BANK NAME/LOCATION EXAMINATION DATE RATINGS Bank of Geneva 215 East Line Street Geneva, Indiana 46740 (219) 368-7288 RSSD # 590949 6/9/97 S Hendricks County Bank & Trust Company One East Main Street Brownsburg, Indiana 46112-1213 (317) 852-2268 RSSD # 633640 6/9/97 S Federal Reserve Bank of Chicago Section V - Availability of CRA Public Evaluations con’t BANK NAME/LOCATION EXAMINATION DATE RATINGS Chemical Bank Michigan 807 McEwan Street Clare, Michigan 48617-0710 (517) 386-3411 RSSD # 960542 6/9/97 O Chemical Bank and Trust Company 333 East Main Street Midland, Michigan 48640-0231 (517) 631-9200 RSSD # 542649 5/12/97 S Valley Ridge Bank Six Main Street Kent City, Michigan 49330 (616) 678-5911 RSSD # 268846 5//27/97 O R E S E R V E B A N K A P P L IC A T IO N S B U L L E T IN For week ending September 19, 1997 FEDERAL RESERVE BANK OF ST. LOUIS SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE Application End of Comment Period * Section 18(c) notification by First Bank, Creve Coeur, Missouri, to merge with First Bank FSB, Clayton, Missouri, and First Bank, O’Fallon, Illinois. 10-2-97 SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE Application End of Comment Period * Section 3(a)(5) notification by National City Bancshares, Inc., Evansville, Indiana, to merge with Fourth First Bancorp, Huntingburg, Indiana. Federal Register: 10-3-97 * Section 3(a)(1) notification by Community National Corporation, Lexington, Tennessee, to acquire Community National Bank of Tennessee, Lexington, Tennessee, following the conversion of Lexington First Federal Savings Bank, Lexington, Tennessee, into a commercial bank. Newspaper: 10-13-97 SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE Application End of Comment Period None. SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE OR NEWSPAPER NOTICE Application None. * This notification is subject to CRA. End of Comment Period For week ending September 19, 1997 R E S E R V E B A N K A P P L IC A T IO N S B U L L E T IN FEDERAL RESERVE BANK OF ST. LOUIS SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES Identification of Ratings: O utstanding record o f m eeting 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 noncom pliance in m eeting community credit needs An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. Bank RSSD Number Name of Bank Bank Address 1 None Examination Date Examination Rating For week ending September 19, 1997 R E S E R V E B A N K A P P L IC A T IO N S B U L L E T IN 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 NONE. FEDERAL RESERVE BANK OF MINNEAPOLIS Section II - Applications Subject to Both Newspaper and Federal Register Notice Application Comment Period Ending Date Norwest Corporation, Minneapolis, Minnesota; Norwest Financial Services, Inc., Des Moines, Iowa; and Norwest Financial, Inc., Des Moines, Iowa to engage in industrial loan and thrift company activities, consumer finance activities, and acting as principal, agent, or broker for credit life, accident and health, and involuntary unemployment insurance related to its extensions o f credit through the acquisition o f Cityside Financial Services o f Wisconsin, Inc., Cityside Savings & Financial Services, Co., and Cityside Insurance Company, Ltd., headquartered in Eden Prairie, Minnesota. October 17,1997 (Federal Register) Community First Bankshares, Inc., Fargo, North Dakota for prior approval to merge with Republic National Bancorp, Inc., Phoenix, Arizona. * October 6, 1997 (Federal Register) Community First Bankshares, Inc., Fargo, North Dakota for prior approval to merge with First National Summit Bankshares, Inc., Gunnison, Colorado. * October 6, 1997 (Federal Register) Rice Lake Bancorp, Inc., Rice Lake, Wisconsin for prior approval to acquire 100% o f the voting shares o f the Talco, Inc., Menomonie Shares, Inc., and Menomonie Financial Services, Inc., all o f Menomonie, Wisconsin and thereby indirectly acquire 85.49% o f First Bank and Trust, Menomonie, Wisconsin. * October 9, 1997 (Federal Register) Roseau Realty Co., Inc., Roseau, Minnesota for prior approval to become a bank holding company through the acquisition o f at least 74.9% o f the voting shares o f Citizens State Bank o f Roseau, Roseau, Minnesota. * Not yet available Owen-Curtiss Financial Corporation, Rice Lake, Wisconsin for prior approval to become a bank holding company through the acquisition o f 100% o f the voting shares o f Brill Bancshares, Inc., Rice Lake, Wisconsin. * Not yet available Winter-Park Bancshares, Inc., Cameron, Wisconsin for prior approval to acquire, indirectly through Owen-Curtiss Financial Corporation, Rice Lake, Wisconsin, 100% o f the voting shares o f Brill Bancshares, Inc., Rice Lake, Wisconsin. * Not yet available * Subject to CRA r W A K A L K I/M !.K V £ BAIN IV U » M I N N E A P O L IS Section III - Applications Subject to Federal Register Notice Only Comment Period Ending Date Application NONE. FEDERAL RESERVE BANK OF MINNEAPOLIS Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Application NONE. F L D F K A l, K F S L R V t B A N K O F M IN N E A P O L IS Section V - Availability o f CRA Public Evaluations week ending September 19,1997 ASSIGNMENT OF RATING Identification o f Ratings In connection with the assessment o f each insured depository institution's CRA performance, a rating is assigned from the following groups: OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a satisfactory record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS. An institution in this group needs to improve its overall record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS. An institution in this group has a substantially deficient record o f ascertaining and helping to meet the credit needs o f its entire delineated community, including low-and moderate-income neighborhoods, in a manner consistent with its resources and capabilities. BANK/SI EXAMINED DATE OF EXAMINATION CRA RATING Citizens Bank & Trust Company 130 McLeod Street Box 847 Big Timber, MT 59011-0847 (406) 932-5311 June 9, 1997 Satisfactory Federal Reserve Bank of Kansas City Week Ending September 19, 1997 SECTION 1 - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY APPLICATION COMMENT PERIOD GDATE None. SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL REGISTER NOTICE APPLICATION CO " PERIOD ENDING DATE Trustbank Financial Corporation, Denver, Colorado, for prior approval to become a bank holding company through the acquisition of 100 percent of the voting shares of Trust Bank of Colorado, Denver, Colorado. Not Available Community Bancshares, Inc., Denver, Colorado, for prior approval to acquire up to 90 percent of the voting shares of Dove Creek State Bank, Dove Creek, Colorado. Not Available Leo N. Bradley, Golden, Colorado, Susan Q. Bradley, and Jeffrey N. Bradley, both of Denver, Colorado; and Bradley Investments, L.L.L.P., Golden, Colorado, to retain control of Evergreen Bancorporation, Evergreen, Colorado. Not Available Cortez Investment Co., Cortez, Colorado, for prior approval to acquire 1.27 percent, for a total of 50 percent, of the voting shares of Citizens State Bank of Cortez, Cortez, Colorado. October 6, 1997 Griffin Investment, L.P., Cameron, Missouri, and Griffin General Partner, Inc., Cameron, Missouri, for prior approval to become bank holding companies through the acquisition of 99.993 percent of the voting shares of Griffin Bancshares, Inc., Cameron, Missouri; and thereby indirectly acquire Pony Express Bank, Braymer, Missouri. October 16, 1997 Citizens Financial Corp., Midwest City, Oklahoma, for prior approval to become a bank holding company through the acquisition of 100 percent of the voting shares of U.S. National Bank, Midwest City, Oklahoma, a d£ novo bank in organization. October 16, 1997 SECTION III - 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. 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. Bank/Location R$SP# Exam Date CRA Public Date Citizens State Bank 190 N. Main Street Polk, Nebraska 68654 672957 06/23/97 09/16/97 Satisfactory Oregon Trail Bank 900258 Wyoming & Whalen Guernsey, Wyoming 82214 06/23/97 09/19/97 Satisfactory ♦Application is subject to CRA. CRA Rating District 11 Federal Reserve Bank of Dallas A pplications and N otifications F iled D uring the W eek o f Septem ber 15, 1997 Section I - A pplications subject to new spaper 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 - A pplications subject to both new spaper and Federal R egister notice Type Application Comment period ending date Change in Control Rodney G. Kroll, Waco, TX, et al, to acquire an interest in Notice First Riesel Corporation, Riesel, TX ***97/10/02 Change in Control Johnny Bob Carruth, Haskell, TX, et al, to acquire an Notice interest in First Haskell Bancorp, Inc., Haskell, TX **97/09/19 * 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 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 723653 Institution/ Location Western Bank 140 E. Motel Avenue P. 0. Box 490 Lordsburg, NM 88045 Section VI - CRA examinations scheduled Institution *N/A* * Not Available. Examination date CRA public date CRA rating 97/06/09 97/09/15 Strong Quarter of Location FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 9/19/97 Section I - Applications Subject to Newspaper Notice Only Application Comment Period Ending Date None Section II - Applications Subject to Both Newspaper and Federal Register Notice None Section III -Applications Subject to Federal Register Only None Section IV - Applications Not Subject to Federal Register Notice or Newspaper Notice Redding Bancorp, Redding, California, to purchase up to ten percent of its outstanding stock. * Subject to CRA. FEDERAL RESERVE BANK OF SAN FRANCISCO Week ending 9/19/97 Section V - Availability of CRA Public Evaluations The CRA public evaluations of the institution^) below became available during this week. Information about a particular institution's CRA evaluation may be obtained directly from the institution. Institution Location Examination Date Rating* Utah Independent Bank 55 S. State Street Salina, UT 84654-1344 (801) 529-7459 May 5, 1997 Outstanding Bank of Lake County 150 S. Main Street May 12, 1997 Lakeport, CA 95453-5017 (707) 263-5481 Satisfactory *Under the rating system an institution's CRA performance is assigned one of the following four ratings: Ontstanding 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 NoticeofFormations and Mergers of,and Acquisitions by,Bank Holding Companies; Change inBank Control Notices Filed as of September 19,1997 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. 18170), Regulation Y (12 CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end of this release. The public portions of the applications and notices, as well as other related filings required by the Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank; addresses are listed at the end of this release. Applications and notices also may be obtained from the Board. Applicant or notificant Acquiree or activity 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 (bXl 1); management consulting (bX9); CONTINUED 1867 Western Financial Corporation^), Stockton, CA CONTINUED & investment & financial 1867 Western Financial Corporation, Stockton, CA Albrecht Financial Services, Inc., Norwalk, IA Section of law Reserve Bank End of comment period 4 San Francisco August 26, 1997 4 San Francisco August 26, 1997 Capital Corp of the West, Merced, CA & County Bank, Merced, CA 3 San Francisco September 2,1997 Heartland Bankshares, Inc., Madrid, IA & City State Bank, Grimes, IA 3 Chicago October 9,1997 advice (bX6) Applicant or notificant Acquiree or activity ANB Corporation, Terrell, TX Lakeside Bancshares, Inc., Rockwall, TX & Lakeside National Bank, Rockwall, TX 3 Dallas August 25,1997 Anderson Financial Group, Inc., Golden Valley, MN Northern National Bank, Nisswa, MN 3 Minneapolis September 18,1997 Banco Bilbao Vizcaya, S.A., Bilbao, Spain BBV Latlnvest Securities Inc., New York, NY, securities activities (bXl), (bX4),(bX15),and(bX16) 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 (bX3), (bX4),and(bX7) 3 and 4 New York March 14,1997 4 Richmond September 3,1997 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 Section of law Reserve Bank End of comment period Applicant or notificant Acquiree 6r activity 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 Section of law Reserve Bank End of comment period 4 'Richmond September 3,1997 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 (b)(7) 4 Richmond March 27,1997 Bloomer Bancshares, Inc., Bloomer, WI Peoples State Bank, Bloomer, WI 3 Minneapolis September 5,1997 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 Applicantornotificant Acquireeoractivity Canadian Impercial Bank of Commerce(3), Toronto, CA CONTINUED agency transactional services (b)(7); 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 Canadian Imperial Bank of Commerce(2), Toronto, Canada CONTINUED dealing to a limited extent in all types of equity & debt securities; lending (b)(1), (b)(2); financial & investment advisory services (b)(6); securities brokerage, riskless principal, private placement, futures commission merchant & other CONTINUED 4 New York August 28, 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 (b)(4)(ii) 4 Richmond September 3,1997 Sectionoflaw ReserveBank End ofcomment period Applicant or noiificant Acquiree or activity 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 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 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 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 Section of law Reserve Bank End of comment period Applicantornotificant Acquireeoractivity 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 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 First Banks, Inc., St. Louis, MO Surety Bank, Vallejo, CA 3 St. Louis October 14,1997 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 Financial Bankshares, Inc., Abilene, TX Southlake Bancshares, Inc., Southlake, TX & Texas National Bank, Southlake, TX 3 Dallas September 19,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity 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 (b)(1); CONTINUED 3 and 4 Richmond September 19, 1997 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 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity FirstBank Holding Company of Colorado, Lakewood, CO FirstBank of Parker, Parker, CO 3 Kansas City September 19,1997 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 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 CIBC 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, IA, acting in concert Albert City Bankshares, Inc., Albert City, IA & Albert City Savings Bank, Albert City, IA & The Citizens State Bank, Marathon, IA CIBC Chicago August 29,1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity 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 CIBC 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 (b)(l 1) 4 St. Louis August 26, 1997 Heath, Craig Dwight, Phoenix, AZ Texico Bancshares Corporation, Texico, IL & Texico State Bank, Texico, IL CIBC St. Louis October 1, 1997 Hibernia Corporation, New Orleans, LA Unicorp Bancshares-Texas Inc., Orange, TX, and OrangeBank, Orange, TX 3 Atlanta August 11, 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 International Bancorporation, Golden Valley, MN Northern National Bank, Nisswa, MN 3 Minneapolis September 18,1997 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 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Jacobsen, Sam J., Middleton, WI First Business Bancshares, Madison, WI & First Business Bank, Madison, WI croc Chicago August 28, 1997 Jasper Banking Company Second Amended and Restated Employee Stock Ownership Stock Bonus Plan (ESOP), Jasper, GA JBC Bancshares, Inc., Jasper, GA croc 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 croc 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 croc 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 croc San Francisco August 20, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Landmark Bancorp, Inc., Margate, FL Sunniland Bank, Fort Lauderdale, FL 3 Atlanta September 19,1997 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, LA 3 Chicago September 12,1997 MainStreet BankGroup Incorporated, Martinsville, VA Commerce Bank Corporation, College Park, MD 3 Richmond Marengo Bancshares, Inc., Marengo, IL Prairie State Bank, Marengo, IL 3 Chicago October 2,1997 Mercantile Bank Corporation, Grand Rapids, MI Mercantile Bank of West Michigan, Grand Rapids, MI 3 Chicago October 9, 1997 MidSouth Bancorp, Inc., ESOP, Lafayette, LA MidSouth Bancorp, Inc., Lafayette, LA & MidSouth National Bank, Lafayette, LA CIBC Atlanta September 30, 1997 Sectionoflaw ReserveBank End ofcomment period • October 6,1997 Applicantornotificant Acquiree oractivity 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 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 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 New Amboy, Inc., Old Bridge, NJ Amboy Bancorporation, Old Bridge, NJ & Amboy National Bank, Old Bridge, NJ 3 New York September 26,1997 North Fork Bancorporation, Inc., Melville, NY Branford Savings Bank, Branford, CT 3 New York September 18, 1997 Northside Banking Corporation, Tampa, FL Northside Bank of Tampa, Tampa, FL 3 Atlanta August 29, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Norwest Corporation, Minneapolis, MN Int'l Bancorp, Golden Valley, MN & Northern Nat'l Bank, Int’l Falls, MN; City Nat’l Bank of Cloquet, Cloquet, MN & Northern Nat’l Bank, Nisswa, MN & Norwest Investment Services, Inc., Minneapolis, MN securities & underwriting activites (b)(7) & (b)(8) 3 and 4 Minneapolis September 12,1997 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 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 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity 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 Peoples Bancorp, Inc., Marietta, OH Gateway Bancorp, Inc., Catlettsburg, KY, and Catlettsburg Federal Savings Bank, Catlettsburg, KY operating a savings association (b)(4Xii) 4 Cleveland August 1,1997 Peoples Bancorporation, Inc., Cuba, MO Peoples Investment Corporation, Cuba, MO & Peoples Bank, Cuba, MO 3 S t 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 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity 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 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 Rockdale National Bankshares, Conyers, GA CORRECTION Rockdale National Bank, Conyers, GA 3 Atlanta August 22, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 25,1997 Rockdale National Bankshares, Inc., Conyers, GA Rockdale National Bank, Conyers, GA 3 Atlanta August 22,1997 Saehan Bancorp, Los Angeles, CA Saehan Bank, Los Angeles, CA 3 San Francisco September 19,1997 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, TX& 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 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 CIBC 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 Sectionoflaw ReserveBank End ofcomment period Applicant or notiflcant Acquiree or activity Spehar, David L. & Nancy A., Kansas City, KS First Community Bancshares, Inc., Kansas City, KS, and First Community Bank, Kansas City, KS Suez Lyonnaise des Euax, Paris, France; Societe Generale de Belgique, Brussels, Belguim; and Generale de Banque, Brussels, Belguim Section o f law Reserve B ank End of comment period CIBC Kansas City August 5, 1997 Harbor Capital Management, Inc., Boston, MA investment advisory activities (b)(6); investment transactions as principal (b)(8); & serve as general partner of & provide management & private placement services to unregistered investment funds 4 New York August 21, 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 Chase Manhattan Corporation and Chase Holding Delaware Inc., New York, NY Chase Trust Company, National Association, Los Angeles, CA 3 New York August 18,1997 The Marine BancCorp, Inc., Chincoteague, VA The Marine Bank, Chincoteague, VA 3 Richmond October 6,1997 Triangle Bancorp, Inc., Raleigh, NC Bank of Mecklenburg, Charlotte, NC 3 Richmond August 1,1997 Union Bancshares, Inc., Fargo, ND Union State Bank of Fargo, Fargo, ND 3 Minneapolis September 15,1997 Applicantornotiflcant Acquireeoractivity 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 (bXl) & (bX3) 4 Boston Septembers, 1997 UST Corp., Boston, MA Firestone Financial Corp., Newton, MA in installment loan & lease financing activities to commercial customers (bXl)&(bX3) 4 Atlanta September 15,1997 Vail Banks, Inc., Vail, CO Cedaredge Financial Services, Inc., Cedaredge, CO 3 Kansas City October 6,1997 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 (b)(7)(i) 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 Yaeger, Marion P., Trust, Grand Rapids, MI Litchfield Bancshares Company, Litchfield, IL & Litchfield National Bank, Litchfield, IL CIBC St. Louis September 26, 1997 Sectionoflaw ReserveBank End ofcomment period Applicantor notificant Acquireeoractivity 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, UT 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 NoticeofFormations and Mergers of,and Acquisitions by,Bank Holding Companies; Change inBank Control Notices Filed since the H.2A dated September 19,1997 The following companies and individuals seek System approval to acquire a bank holding company, a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12 CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks are listed at the end of this release. The public portions of the applications and notices, as well as other related filings required by the Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank; addresses are listed at the end of this release. Applications and notices also may be obtained from the Board. Applicant or notificant Acquiree or activity Alabama National BanCorporation, Birmingham, AL First American Bancorp, Decatur, AL & First American Bank, Decatur, AL 3 Atlanta October 24,1997 Boston Private Bancorp, Inc., Boston, MA Westfield Capital Management Company, Inc., Boston, MA, in financial & investment advisory activities (b)(6) 4 Boston October 14,1997 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 Section of law Reserve Bank End of comment period Applicantornotificant Acquiree oractivity 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 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 Fischer Bancorp, Inc., Fischer, IL Fisher National Bank, Fisher, IL 3 Chicago October 24,1997 Hazard, Charles Michael, Boston, MA Boston Private Bancorp, Inc., Boston, MA, & Boston Private Bank & Trust Company, Boston, MA CIBC Boston October 15, 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 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 Pittsfield Central Development Company, LLC., Pittsfield, MA, community development activities (b)(12) 4 Boston October 10, 1997 Sectionoflaw ReserveBank End ofcomment period Sectionoflaw ReserveBank End ofcomment period Applicantornotificant Acquireeoractivity 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 Penns Wood Bancorp, Inc., Williamsport, PA Columbia Financial Corporation, Bloomsburg, PA & First Columbia Bank & Trust Company, Bloomsburg, PA 3 Philadelphia October 20,1997 Preimer Bancorp, Inc., Doylestown, PA Preimer Bank, Doylestown, PA 3 Philadelphia October 23, 1997 Riverside Gulf Coast Banking Company, Cape Coral, FL Riverside Bank of the Gulf Coast, Cape Coral, FL 3 Atlanta October 24, 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 State Bancshares, Inc., Charleston, MO Merchants and Planters Bank of Homersville, Homersville, MO 3 St. Louis October 24,1997 Smith, James Randel, Auburn, NE; Jobe, Jerry A., Tabor, LA, and Schaaf, Grant T., Randolph, IA CORRECTION Tabor Enterprises, Inc., Tabor, IA, & First State Bank, Tabor, IA CORRECTION CIBC Chicago October 1,1997 SWB Bancshares, Inc., Fort Worth, TX & SW Financial, Inc., Dover, DE Southwest Bank, Fort Worth, TX 3 Dallas October 23,1997 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 Applicantornotificant Acquireeoractivity 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 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 (b)(l 1) 3 and 4 Chicago October 23,1997 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 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 R eserve 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 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 Y ork Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628) Federal Reserve B ank of Philadelphia Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146) Federal Reserve Bank of Cleveland Jim T;rlop (TEL: 216-579-2197; FAX: 216-579-2932) Federal Reserve B ank of Richmond Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283) Federal Reserve Bank of A tlanta 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 o f 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 o f Governors of the Federal Reserve System Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)