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Minutes for To: Members of the Board From: Office of the Secretary August 16, 1963 Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, please initial below. If you were present at the meeting, your initials will indicate approval of the minutes. If You were not present, your initials will indicate Only that you have seen the minutes. Chin. Martin Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson Gov. King Gov. Mitchell http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2924 Minutes of the Board of Governors of the Federal Reserve SYstem on Friday, August 16, 1963. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Balderston, Vice Chairman Mills Robertson Shepardson Mitchell Mr. Kenyon, Assistant Secretary Mr. Young, Adviser to the Board and Director, Division of International Finance Mr. Fauver, Assistant to the Board Mr. Noyes, Director, Division of Research and Statistics Mr. Brill, Adviser, Division of Research and Statistics Mr. Solomon, Associate Adviser, Division of Research and Statistics Mr. Sammons, Adviser, Division of International Finance Mr. Spencer, General Assistant, Office of the Secretary Mr. Axilrod, Senior Economist, Division of Research and Statistics Miss Dingle, Senior Economist, Division of Research and Statistics Mr. Keir, Senior Economist, Division of Research and Statistics Mx. Bernard, Economist, Division of Research and Statistics Mr. Gemmill, Economist, Division of International Finance Money market review. There was distributed a table summarizing inc'rietarY developments during the four-week period ending August 14, 1963. Mr. Bernard reviewed recent developments in the Government 8eelarities market, Mr. Axilrod presented a report on bank credit, the 141°4-e'Y supply, and related matters, and Mr. Gemmill reported on foreign eehange market developments. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 272,5 8/16/63 -2All members of the staff except Messrs. Kenyon, Fauver, and SPeacer then withdrew and the following entered the room: Mr. Hackley, General Counsel Mr. Farrell, Director, Division of Bank Operations Mr. O'Connell, Assistant General Counsel Mr. Shay, Assistant General Counsel Mr. Hooff, Assistant General Counsel Mr. Kiley, Assistant Director, Division of Bank Operations Mr. Goodman, Assistant Director, Division of Examinations Mr. Benner, Assistant Director, Division of Examinations Mr. Smith, Assistant Director, Division of Examinations Mr. Leavitt, Assistant Director, Division of Examinations Mr. Thompson, Assistant Director, Division of Examinations Miss Hart, Senior Attorney, Legal Division Mr. Hricko, Senior Attorney, Legal Division Mr. poundstone, Review Examiner, Division of Examinations Mr. Sanford, Review Examiner, Division of Examinations Mr. Smith, Review Examiner, Division of Examinations Discount rates. The establishment without change by the Federal Reserve Banks of New York, Philadelphia, Chicago, and San Francisco on St 15, 1963, of the rates on discounts and advances in their existing ellsaules was approved unanimously, with the understanding that appropriate 8441-ce would be sent to those Banks. Circulated or distributed items. The following items, copies (11-% \ghich are attached to these minutes under the respective item numbers 114icated, were approved unanimously: Item No. tette tallk rs to Bank of America, New York, New York; Nev ers International Financing Company, Inc., ,°rk, New York; and Morgan Guaranty International Y Fitin, per;:ee Corporation, New York, New York, granting ssion to invest in shares of Malayan Industrial -4-°Pment Finance Limited, Kuala Lumpur, Malaya. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 1-3 8/16/63 -3Item No. Letter to First Chicago International Banking Corporation, New York, New York, approving an amendment to the corporation's Articles of Association. Letter to First Chicago International Finance orporation, Chicago, Illinois, approving an 'Inerdment to the corporation's Articles of Ass °elation. 5 Letter to Bank of Smithfield, Smithfield, Virginia, Proving an investment in bank premises. 6 Letter to the Federal Deposit Insurance Corporation s:garding the application of Merchants Trust & 01,vings Bank, Kenner, Louisiana, for continuation deposit insurance after withdrawal from membership In the Federal Reserve System. 7 Letter to Northshore National Bank, Houston, Texas, 2 nting its request for permission to maintain reduced -zserves. 8 t,t aer to Community National Bank of Oak Cliff, Dallas, granting its request for permission to maintain eguced reserves. atetter to Wells Fargo Bank, San Francisco, California, 9 10 i.1, 1°f°ving an extension of time to establish a branch " balinas. Lett er to Depositors Trust Company, Augusta, Maine, n 11 uving the establishment of a branch in Norridgewock. tette New r to Fair Lawn-Radburn Trust Company, Fair Lawn, 21 Jersey, approving the establishment of a branch at -17 Saddle River Road. Letter to Boonton Trust Company, Boonton, New Jersey, 12 13 1%iving the establishment of a branch on Powerville at-') Boonton Township, branch operations now conducted ,1 1_T4kins Place, Town of Boonton, to be discontinued taneously with the establishment of the new branch. tetter to Wachovia Bank and Trust Company, Winstona '3-em, North Carolina, approving the establishment of ranch at 3665 East Independence Boulevard, Charlotte. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 14 Z2? 8/16/63 -4Item No. Letter to Trust Company of Georgia, Atlanta, 0 ' a approving the establishment of a branch Chattahoochee Avenue and Ellsworth Industrial Ilsrive, N. w. 15 Order granting a motion by the applicant for an extension of time within which to file a reply brief 3-11 the matter of the application of Denver U. S. 1,84corporation, Inc., Denver, Colorado, to become a usAlk holding company. 16 Report on competitive factors (McKeesport-Hazelwood, PennsylThere had been distributed a draft of report to the Comptroller or the Currency regarding the competitive factors involved in the proposed ccInsolidation of Western Pennsylvania National Bank, McKeesport, McKeesport, " 13 118Ylvania, and The Hazelwood Bank, Pittsburgh, Pennsylvania. Governor Mills commented that since Allegheny County was the 41.1 "of primary concern in this report on competitive factors, rather than the total area served by Western Pennsylvania National Bank, he felt some emphasis in the first paragraph of the conclusion should be €i'ven to that fact. There was general agreement with a change in language eh-Istosted by Governor Mills. Governor Mills went on to express concern about the practice of 1`.tirlEt percentage figures in the conclusion of competitive factor reports. Alth°14g1 he was not too disturbed in this particular instance, it was his e 4 417143 that their liberal use should be avoided in future reports, since like the percentage of total deposits held by a bank were subject t° change over a period of time. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Further, the use of such figures might 2728 8/16/63 -5- be read to mean that the holding of a certain percentage of total area Posits by a certain number of banks was regarded as evil. He did not believe that this point had been reached; there were too many differences rr°101 community to community. In further discussion, question was raised whether in this case was the view that the over-all effect of the proposed transaction on c°14etition would not be adverse. that Several members of the Board indicated they felt such an expression would be warranted. In this connection, G°17ernor Mitchell commented that he would like to make the Board's position clear and unambiguous in each report on competitive factors, even though It Illight require additional time to reach a decision and negative votes 111/4 'ht sometimes have to be included in the minutes. In this particular c4Se, he felt that the over-all effect on competition would not be adverse, :" he would be prepared so to state in the conclusion of the report. There followed suggestions as to how the second paragraph of the c)lielusion might be worded, with the foregoing discussion in mind, and the "'Igas then approved unanimously for transmittal to the Comptroller the conclusion reading as follows: The Hazelwood Bank, a single-unit institution operating in County, has primarily served its suburban community and ' 1?e immediate surrounding area, and it is not believed that a significant amount of competition exists between it and Western Pennsylvania National Bank, McKeesport. Al v . Consummation of this proposal will result in Western Pennsylanla National Bank, McKeesport, holding slightly over 8 per cent °f the total county bank deposits in Allegheny County where two http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2729 8/16/63 -6- large Pittsburgh banks now hold about 74 per cent of the total IPC county bank deposits. Since it is not believed any banks in Allegheny County will feel significant adverse competitive effects from the proposed consolidation, the over-all effect on competition would not be adverse. It was understood that the point raised by Governor Mitchell be discussed further at the meeting on August 19, 1963, in connection with a request from the House Banking and Currency Committee tc)r an analysis of competitive factor reports submitted by the Board to the Comptroller of the Currency. A..lication of Asb Park and Ocean Grove Bank Items 17 and 18 . There had been distributed a proposed order and statement reflecting the Board's approval on August 8, 1963, of the application of Asbury Park 8474 Ocean Grove Bank, Asbury Park, New Jersey, to merge with New Jersey Nst Company of Long Branch, Long Branch, New Jersey, under the charter °t the applicant bank and with the title New Jersey Trust Company. There being agreement with certain editorial changes suggested by Governors Mills and Shepardson, the issuance of the order and stateMent was authorized. Copies of the order and statement, as issued, are attached hereto as Items 17 and 18. Messrs. Shay and Hricko then withdrew from the meeting. ±ei.pplications of Virginia Commonwealth Corporation (Items 19-25). At the meeting on July 26, 1963, applications of Virginia Commonwealth P3rat10n, Richmond, Virginia, to acquire shares of Washington Trust 4111 Savings Bank, Bristol, Virginia, and The Peoples National Bank of http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2'730 8/16/63 -7- klaski, Pulaski, Virginia, were approved, Governor Robertson dissenting on the application involving Washington Trust and Savings Bank, Bristol. Governor Robertson had indicated, however, that he wished to reserve the right to withdraw his dissent, depending in part on his view with regard to the terms of an admonition by the Board that was to be given to Virginia Commonwealth Corporation on a capital adequacy problem inv01v1ng its principal subsidiary, The Bank of Virginia, Richmond, Virginia. Pursuant to the decision at the meeting on July 26, there had been distributed under date of August 15, 1963, drafts of proposed orders 4nd statements reflecting approval of the two applications of Virginia Commonwealth Corporation. Also submitted was a draft of a proposed letter to the corporation commenting upon the need for strengthening the capital position of Bank of Virginia and indicating that the Board ' li°41d be inclined, except under unusual circumstances, to disapprove 41313lic8.t1ons of Virginia Commonwealth to acquire additional banks unless the capital and net earnings positions of Bank of Virginia showed subte'lltial improvement. In discussion, Governor Robertson stated that he did not wish to t,..„ "1-Lhdraw his dissent with respect to the application involving Washington TrUst and Savings Bank, and that a dissenting statement would be prepared for release concurrently with the Board's order and statement in this 114tter. He also indicated that he would issue a concurring statement on the lnk, rulaski case. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2731 8/16/63 -8There being no suggestions for changes in the language of the orders and statements as drafted, consideration was given to the proPosed letter concerning the capital and net earnings problems of Bank Virginia. Discussion of the letter centered around the question of the extert to which the Board should go in the direction of indicating that future applications for expansion of Virginia Commonwealth Corporation nlight not be approved unless there was a substantial improvement in the capital situation of Bank of Virginia. Governor Mills and Shepardson expressed satisfaction with the letter as drafted. The former commented that he thought the draft ealsried out the understanding at the meeting when the two holding company 4131i-cations were considered; namely, that there was to be a positive declaration. As to the sentence in the draft that stated that "this advice should in no way be construed as indicating a pre-judgment on the Part of the Board," he interpreted that as indicating that the Board's Position should not be regarded as arbitrary and capricious. Mr. O'Connell said the Legal Division viewed the language as ' 46 no more of a commitment as to future Board action than when, in Q°11neotion with a given application, the Board might set forth the circum-s and say that under such circumstances it could not approve the 4IPPl1cati0n. Later, the Board might find other circumstances present in e°41-leeti0n with a subsequent application such as to cause it to vary its j144;IT"t. The disclaimer of a pre-judgment in the letter to Virginia http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 8/16/63 -9- Commonwealth was considered appropriate because in considering another NPPlication of the corporation unusual circumstances might be found that '40Uld cause the Board to conclude that approval was justified. Never- theless, Virginia Commonwealth would be put on notice that unless the caPital and net earnings of Bank of Virginia showed improvement, there ras considerable doubt that the Board would approve further applications ilftiving expansion of the holding company system. Governor Mitchell pointed out that he had not been present when the tvo Virginia Commonwealth applications were decided. He went on to indicate, however, that he would be hesitant to go further in the letter than to advise the corporation that in considering any subsequent applion5 c4ti the Board would give considerable weight to the capital position 841(1 net earnings of Bank of Virginia. Governor Robertson expressed doubt that the Board, having approved the Bristol application, was in a good position to say that it would not 411)11°Dve a further application involving expansion of the holding company. Uncier the statute the Board, in approving the Bristol application, must necessarily have concluded that the financial condition of the applicant 1418 sufficiently adequate to warrant the acquisition. However, he thought that the Board should be forthright in telling Virginia Commonwealth that lt exPected the principal subsidiary bank of the holding company system ' adequately capitalized, and that this should be accomplished before --wier expansion of the holding company system was undertaken. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Governor 8/16/63 -10- Robertson then suggested a reformulation of the language of the letter to Virginia Commonwealth that he felt would be appropriate, and Governors Mills) Shepardson, and Balderston indicated that such language would be agreeable to them. Governor Mitchell said that such language would not Meet his objection, but that he was not disposed to pursue the matter ruather. In further discussion, Mr. Benner stated that President Wayne (If the Federal Reserve Bank of Richmond had discussed the capital problem f Bank of Virginia with the president of the bank, who reportedly agreed With the System's analysis of the situation, concurred in the view that the injection of $2 million of additional capital would not be sufficient 411c1 indicated that the bank would take into consideration not only its Present but its future needs. It was Mr. Benner's opinion that within 4 reasonable period of time the management of the bank was likely to 131.e13are a plan for substantial capital improvement and submit it to the Reerve Bank. The issuance of the proposed orders and statements in the Bristol 411CI laski cases was then authorized; copies of the documents in the iSSUed are attached as Items 19, 20, 22, and 23. Robertson s Item No. A copy of Governor dissenting statement on the Bristol application is attached 21, and a copy of his concurring statement on the Pulaski 4131)4.ication is attached as Item No. 24. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2734 8/16/63 The letter to Virginia Commonwealth Corporation that had been Under discussion was approved in the form attached as Item No. 25, Governor Mitchell's reservations having been noted. Messrs. Benner and Thompson, Miss Hart, and Messrs. Sanford and Smith (Review Examiner) then withdrew from the meeting. pposits of trustees in bankruptcy (Item No. 26). In a tele- gr.e.m dated June 5, 1963, the Federal Reserve Bank of San Francisco raised the question whether deposits of a trustee in bankruptcy could be regarded as falling within the definition of a "savings deposit" set f°11th in Regulation Q, Payment of Interest on Deposits. °r June 14, A memorandum 1963, from the Legal Division discussed this question, and "ter reviewing several alternatives, recommended that the Board take 4 Position based on the fact that savings deposits are limited by Regillation Q to individuals and specific types of organizations, or cle13°Bit8 in which the "entire beneficial interest" is held by individuals Or such organizations. Since a trustee in bankruptcy holds funds for the benefit of the bankrupt's creditors, a deposit made by such a trustee e°111d not be classed as a savings deposit except in those instances in which all of the bankrupt's creditors were individuals or organizations Or the limited types specified in Regulation Q. At the meeting on June 20, 1963, the question presented by the Sat t‘,.. 'cl-ancisco Reserve Bank and the recommendation of the Legal Division e considered. ' Ifel http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis It was understood that the Legal Division would draft 273% 8/16/63 -12- a Possible amendment to Regulation Q that would expressly permit deposits Of a trustee in bankruptcy to be classified as savings deposits, and that the Legal Division would obtain the views of the Federal Deposit Insurance Corporation. There had now been distributed memoranda from Mr. Hackley dated AuglIst 12 and 14, 1963. The memorandum of August 12 stated that the General Counsel of the Federal Deposit Insurance Corporation had indicated tIlet in his opinion the savings deposit regulations should not be amended to cover deposits of trustees in bankruptcy, because any such expansion c)f the definition of savings deposits would inevitably invite suggestions fOX further expansion. He also expressed the view that the problem might be substantially ameliorated by the fact that member and nonmember insured banks were now permitted to pay interest up to a maximum rate of 4 per Cent on time deposits with a maturity of 90 days or more. (The memol'arldlIn of August 14, to which was attached a copy of a letter from , Con —Asei for the Federal Deposit Insurance Corporation, noted that this letter COnhirnjed. the views of the legal staff of the Corporation as N?orted in the memorandum of August 12.) The memorandum of August 12 went on to describe the type of nientzent that might be made to Regulation Q to cover deposits of trustees 111 bankruptcy if the Board should decide to amend the savings deposit (leti„ —44-tion. It was pointed out, however, that the Board's Legal Division yed that any such amendment would not only be inconsistent with the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2736 8/16/63 -13- Underlyi ng rationale of the definition of savings deposits but would be likely to open the door for further expansion of the definition. It was therefore recommended that the inquiry from the Federal Reserve Bank of San Francisco be answered in the manner reflected in 4 draft of letter attached to the Legal Division's memorandum. The Pr.°Posed letter stated that there was nothing in the legislative history of the amendment (Public Law 88-16 of May 8, 1963) to the Bankruptcy Act to indicate that its purpose was more than to eliminate the need f°/' creditors consent for deposits in interest-bearing savings or time dePosits. In the absence of any evidence of intent to modify section 19 f the Federal Reserve Act and the Board's authority thereunder, it was he °Pinion of the Board that the definition of savings deposits in Regulation Q had not been affected by the amendment to the Bankruptcy Act. The succeeding portion of the draft letter expressed the opinion that a deposit by a trustee in bankruptcy might not be classified as a saw-ng5 4 deposit under Regulation Q except in those rare instances in 4°1 all of the bankrupt's creditors were individuals or organizations the types described in the regulatory definition of a savings deposit. At the Board's request, Mr. Hackley reviewed the matter in some c1"411) his remarks being based substantially on the information presented - memoranda that had been distributed. In the ensuing discussion, Governor Mills said that he had reread the Division's memorandum of June 14 on this question. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis He believed tf 293' 8/16/63 that the construction reached by the Legal Division was correct and that the proposed letter to the San Francisco Reserve Bank should be di spatched. Governor Robertson concurred, but Governor Mitchell said he c°uld not agree. The conclusion of the Legal Division was perhaps a 1°81cal nicety but in his opinion was not realistic. Placed Such a posture banks at a disadvantage in competing for a type of business for Which they ought to be able to compete with savings and loan associations. lie could not agree to restricting banks from being competitive by taking such a position. Governor Shepardson indicated that he would favor sending the letter. He noted that the Board had requested the staff to make a complete l'eview of Regulation Q, and it seemed to him that it would be better for the Board to hold its present position for the moment pending review of the whole Regulation. In further discussion, Governor Mitchell amplified his earlier Ile1114rks by saying that he thought it would be reasonable to allow deposits or tr ustees in bankruptcy to be classified as savings deposits. The man in the street would see no objection, it was something that the banks I*1°1-11d like to be able to do, and he did not see why it should not be While he agreed that Regulation Q should be reviewed in entirety, that would take considerable time. Mr. Hackley commented that a principal problem in reviewing RegUl atlon Q was in determining what policy the Board wished to follow. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 6/16/63 -15- 'Way of illustration, the Regulation could easily be simplified and rilede workable administratively by limiting savings deposits to individuals. Rowever, that would place banks at a competitive disadvantage with savings and loans associations, so the Board might not favor such an approach. The letter to the Federal Reserve Bank of San Francisco was then 11.U--1. 1 31TA in the form attached as Item No. 26, Governor Mitchell dissenting. It was understood that a copy of the letter to the San Francisco Reserve 33411k 'would be sent to each Federal Reserve Bank and that an interpretation based on the letter would he published in the Federal Reserve Bulletin 111c1 the Federal Register. Virgin Islands banking survey. A letter dated May 14, 1963, rrom the Secretary of the Banking Board of the Virgin Islands stated thatthe Banking Board had under consideration an application from a Ca'n4dian bank, The Bank of Nova Scotia, for a license to establish a branch in St. Thomas. In this connection, the Banking Board requested the Board of Governors to undertake a survey of the adequacy of banking l'Eteilities in the Islands. Subsequently, at a meeting on June 4, the 13°e 'rd of Governors approved this request, and the survey was subsequently e°11daleted by a team of four persons composed of two members of the Board's Statf one representative of the Federal Reserve Bank of New York, and One representative of the Federal Reserve Bank of Philadelphia. There now had been distributed a memorandum dated August 9 1963, *°111 the Division of Examinations to which there was attached a report r the findings of the survey team. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2939 8/16/63 -16Following comments by Mr. Leavitt, who had acted as chairman of the survey team, Governor Robertson Observed that the Banking Board of th"irgin Islands had requested the survey to aid it in considering an 81PWAcation for the establishment of a branch by a Canadian bank. In 141ng the report, he had experienced difficulty in seeing what conclusi°14 the Virgin Islands authorities would reach from the standpoint of the bzarich application. Mr. Leavitt stated that the survey team had made it clear to the ' 15.La Islands authorities that it did not propose to make any recommen(lEttion on whether or not the Canadian application should be approved. It aPPeared, however, that the Canadian bank would engage primarily in the financing of export and import business and, according to information I'Lelling the survey team, probably would not be too interested in the alc)rtgage loan business, which was the type of financing that would be 14(3 helpful in St. Thomas, to the extent that any additional banking "les were needed. Against this background, the Virgin Islands j-ties could arrive at whatever conclusion they wished on the Cana41411°1 ' sPPlication. Governor Robertson commented that he had no fault to find with the „ celments in the survey report. However, in any situation of this --(vhere a bank of another country had an application pending, care be exercised not to make a report that could be construed as 414;enly,4. v'ing to protect American institutions from foreign competition. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2740 8/16/63 Mr. Leavitt replied that the tenor of the report was to advise the Virgin Islands authorities that if banks wanted to make additional raortgage lending facilities available in St. Thomas, that would probably be beneficial to the economy of the area. On the other hand, the survey team had refused to examine the files relating to the branch application. The survey report would have contained the same conclusions whether or not the application had been pending. After further discussion, the transmission of the survey report t° the Governor of the Virgin Islands, the Government Secretary, and the 8411king Board was authorized. The meeting then adjourned. Secretary's Notes: On August 14, 1963, Governor Shepardson approved on behalf of the Board the following items: al313 Letter to the Federal Reserve Bank of Cleveland (attached Item No. 27) as l'aving the designation of Mrs. E. Y. Roberts and Mrs. Marguerite Kantor sPecial assistant examiners. , Letter to the Federal Reserve Bank of Chicago (attached Item No. 28) (tvPro • vlhg the designation of Harold E. Madsen as special assistant examiner. Pursuant to recommendations contained in memoranda from appropriate individuals concerned, Governor Shepardson approved on behalf of the Board on August 15, 1963, the following actions relating to the Board's staff: increases, effective August IEJ.) 1963 ateti fjorie J. Hollingshead, Secretary, Division of Research and from $4,725 to 54,885 per annum. h Reed Irvine, Chief, Asia, Africa, and Latin America Section, On of International Finance, from $15,525 to $16,005 per annum. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2741._ 8/16/63 -18effective August 18, 1963 (continued) . June A. Stetter, Administrative Assistant, Division of Personnel ' clralnistration, from $10,735 to $11,050 per annum. Lee W. Joyner, Messenger, Division of Administrative Services, fr °al $3,350 to $3,455 per annum. J. Frank Bell, Supervisor, Motor Transport Unit, Division of Adminis+ -rative Services, from $6,225 to $6,650 per annum. ,n Donald B. Fitzhugh, Data Processing Planner, Division of Data ' -rocessing, from $8,840 to $9,475 per annum. Acivance of sick leave r Kathleen J. O'Connor, Disbursing Clerk, Office of the Controller, of 26 days beginning August 12 (5-1/2 hours) and extending r°1-Igh September 18, 1963 (2-1/2 hours). a period Acce„ 1,, k ance of resignation Res_ _Rose C. Cassedy, Research Assistant (Data Processing), Division of 196rrch and Statistics, effective at the close of business August 21, Pursuant to recommendations contained in memoranda from appropriate individuals concerned, Governor Shepardson today approved on behalf of the Board the following actions relating to the Board's staff: 88'larY increase Dor' ls V. Bubb, from $5,885 to $6,280 per annum, with a change in el,re- from Statistical Assistant to Analyst, Division of Bank Operations, etive August 18, 1963. Change in em loyment status rrota lielen M. Lasko, Cafeteria Helper, Division of Administrative Services, ' when-actually-employed basis ($1.77 an hour) to a full-time basis, with 8 basic annual salary at the rate of $3,245, effective August 18, 1963. / Assistant Secretary http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4‘: 2'1" BOARD OF GOVERNORS Item No. 1 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 162 1963 841Lnl of America, °road Street, 15, New York. Geritiernen: 1963, In accordance with the request contained in your letter of July 25, basis' ransmitted through the Federal Reserve Bank of New York, and on the Your c(4 information furnished, the Board of Governors grants its consent for lialaya01.13 (,,oration to purchase and hold 1,600 additional shares, par value 1(11alall. '?100 each, of Malayan Industrial Development Finance Limited ("MIDFL), stock iumPur, Malaya, at a cost of approximately US$52,800, provided such s acquired within one year from the date of this letter. shall The Board's consent is granted upon condition that your Corporation tilthedisPose of its holdings of stock of MIDFL, as promptly as practicable, event that MIDFL should at any time (1) engage in issuing, underwriting, gen4 or d istributing securities in the United States; (2) engage in the ities t b usiness of buying or selling goods, wares, merchandise, or commodexceptln the United States or transact any business in the United States , (3) oth8tich as is incidental to its international or foreign business; or 'het° erwise conduct its operations in a manner which, in the judgment of 1e,(3rpor : ri_d °f Governors, causes the continued holding of its stock by your 'Nerai7i°n to be inappropriate under the provisions of Section 25(a) of the Reserve Act or regulations thereunder. Very truly yours, (signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. 2 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Co411Iters N International Financing raPanY Inc., York 15, New York. Gentlemen: 41 1963 In accordance with the request contained in your letter of July 30, bast; transmitted through the Federal Reserve Bank of New York, and on the for c° 0f information furnished, the Board of Governors grants its consent rPoration to purchase and hold shares, par value Malayan $100 each, of ndustrial Development Finance Limited ("MIDFL"), Kuala Lumpur, Malaya, at aYari a c within yeost of approximately US$100,000, provided such stock is acquired Year from the date of this letter. your Corporation shall . The Board's consent is granted upon condition that practicable, as promptly illth,41sPose of its holdings of stock of MIDFL, as underwriting, issuing, in event sellithat MIDFL should at any time (1) engage in the engage (2) States; getiern a °r distributing securities in the United ities 1 b usiness of buying or selling goods, wares, merchandise, or commodcceptin the United States or transact any business in the United States () otnsuch as is incidental to its international or foreign business; or judgment of ,Ilek:rwise conduct its operations in a manner which, in the by your itsstock of holding 'orp -rd of Governors, causes the continued of the 25(a) Section of provisions ora °n to be inappropriate under the eclera,ti Reserve Act or regulations thereunder. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. 3 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16) 1963 l'14p11 Guaranty International 23 ,,Inance Corporation, 1,1 l Street, YeIric 8, New York. Gent emen 1%3 . In accordance with the request contained in your letter of July 31, t tra ) basis nsmitted through the Federal Reserve Bank of New York, and on the cOf information furnished, the Board of Governors grants its consent for rPoration to purchase and hold 1,600 additional shares, par value lialay : ktiaia ,11 $100 each, of Malayan Industrial Development Finance Limited ("MIDFL"), : : t Inpur, Malaya, at a cost of approximately US$52,000, provided such stock t8 aca red within one year from the date of this letter. ' S11 The Board's consent is granted upon condition that your Corporation isPose of its holdings of stock of MIDFL, as promptly as practicable, ' the event that MIDFL should at any time (1) engage in issuing, underwriting, getleragi or distributing securities in the United States; (2) engage in the tties business of buying or selling goods, wares, merchandise, or commod,cept-11 the United States or transact any business in the United States \3) othsuch as is incidental to its international or foreign business; or the Bo erwise conduct its operations in a manner which, in the judgment of : t . i d of Governors, causes the continued holding of its stock by your Ct,(3rpor ederai`ic'n to be inappropriate under the provisions of Section 25(a) of the ' Reserve Act or regulations thereunder. d Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2745 BOARD OF GOVERNORS Item No. 4 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Mr. Co W. Wilson, Secretary, Pirst Chicago International Banking Corporation, 48 Wall Street, New York 5, New York. Dear Mr. Wilson: This refers to your letter of July 11, 1963, to Mr. j Manager, Bank Examinations Department, Federal Ringen, Po • Rese da rye Bank of New York, enclosing a certificate signed under c.,s e of July 11, 1963, on behalf of The First National Bank of sole stockholder of your Corporation, consenting to the 1.,, amendment of the Articles of Association of your Corporation Change the location of the Home Office from 48 Wall Street, New York, New York, to 1290 Avenue of the Americas, New York, siw York, and to provide that the Board of Directors shall con-st of not less than 5 nor more than 15 members. In accordance with your request, and pursuant to the Provi . sIons of Section 211.3(d) of Regulation K, the Board of vernors approves the amendment to your Articles of Associar L10 4. Please advise the Board of Governors in writing, through e_ the, deral Reserve Bank of New York, when the change in location ts effected. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. BOARD OF GOVERNORS 3746 16/63 / 8 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Mr. C. W. Wilson, Secretary, lqrst Chicago International Finance Corporation, 38 South Dearborn Street, Chicago 90, Illinois. 13ear Mr. Wilson: This refers to your letter of July 12, 1963, to Mr. Leland Ross, Vice President, Federal Reserve Bank of I(I1 ago, enclosing a certificate signed under date of July 11, C 8 63, on behalf of The First National Bank of Chicago, sole ' feTkholder of your Corporation, consenting to the amendment ot tts the Articles of Association of your Corporation to provide nuat the Board of Directors shall consist of not less than 5 °r more than 15 members. In accordance with your request, and pursuant to the • Ptovi-elons of Section 211.3(d) of Regulation K, the Board of 0Znors approves the amendment to your Articles of Associat717 G Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2747 Item No. 6 BOARD OF GOVERNORS 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. O. C. ADOSCRO OPTIMAL 00111111111PONOCMCg TO THR. SOAP* August 16, 1963 Doard of Directors, Dank of Smithfield, E4nithfield, Virginia. emen: The Board of Governors of the Federal Reserve Yat 3 of 214 approves, under the provisions of Section 24A Tine Federal Reserve Act, an additional investment of R ...u933 in bank premises by Bank of Smithfield, SmithVirginia, for the purpoLe of constructing drive., 411 facilities. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2948 BOARD OF GOVERNORS Item No. OF THE , 44 1$ tt 44 7 8/16/63 FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. 4 4 ADDRESS OFFICIAL CORRESPONDENCE 4 Ott , t 4411, TO THE aoAmo August 16, 1963 jn '' e_rea Deposit Insurance Corporation, ngton 25, D. C. Gentlemen: %nee— Reference is made to Mr. Cocke's letter of July 24, 1963, 1414 fling the application of Merchants Trust & Savings Bank, Kenner, tnemb84.ana l for continuance of deposit insurance after withdrawal from ershiP in the Federal Reserve System. Subject bank was accorded a problem rating following the e)caminat prq, ion as of the close of business January 24, 1958, and the sillIc'em rating has been continued at each successive examination Of , e that time. The problem rating has been assigned for reasons aricicLP,Parent capital needs of the hank, unsatisfactory asset condition barikclifficulties in retaining sound management. The earnings of the 1.0411 t re also considered small for the volume of business and net 088es have been excessive. The most recent examination by the Federal Reserve Bank of itlant Aea a was conducted as of the close of business February 18, 1963. Eldclipsult of this examination, the Reserve Bank urged the sale of calAt!nal capital stock to provide a minimum of $400,000 in new ttlat -4- funds. The examination report of the Reserve Bank stated ekietl ! , 1 view of the unsatisfactory condition of the bank, there lieeer ' : 4 Possibility that the bank's membership in the Federal concii. ! t 8Ystem might be forfeited for failure to comply with the lc:ms of membership. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. OF THE 8/16/63 FEDERAL RESERVE SYSTEM WASHINGTON 25. O. C. ADORES OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 110ard of Directors, Northshore National Bank, Rouston, Texas. Gentlemen: Pursuant to your request submitted through the PQder 40t. a-L Reserve Bank of Dallas, the Board of Governors, under the provisions of Section 19 of the Federal tarrie Act, grants permission to the Northshore National 1,e0 it° maintain the same reserves against deposits as are tIstred to be maintained by nonreserve city banks, effective the date it opens for business. kiss Your attention is called to the fact that such peris subject to revocation by the Board of Governors. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2750 BOARD OF GOVERNORS Item No. OF THE 9 8/16/63 FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 .3 ,Oa-I'd of Directors, T\4111111unity National Bank of Oak Cliff, 44allas, Texas. Gentlemen: through the Pede„ , Pursuant to your request submitted Governors, Board of acti4 Reserve Bank of Dallas, the Res g under the provisions of Section 19 of the Federal Baniejve Act, grants permission to the Community National rietr, . c:f Oak Cliff to maintain the same reserves against eilts as are required to be maintained by nonreserve uanks, effective as of the date it opens for business. OXI Your attention is called to the fact that such peris subject to revocation by the Board of Governors. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2751 BOARD OF GOVERNORS Item No. 10 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Board of Directors, Wells Fargo Bunk, 6an Francisco, California. Gentlemen: The Board of Governors of the Federal Reserve system extends to February 17, 1964, the time within which Wells Fargo Bank may establish a branch in the vicinity of East Laurel Drive and Alvin Drive,(..:;alinas, California. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. . http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2752 BOARD OF GOVERNORS Item No. 11 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Board of Directors, Depositors Trust Company, Augusta, Maine. Gentlemen: The Board of Governors of the Federal Reserve SYstem approves the establishment by Depositors Trust ComPanys Augusta, Maine, of a branch on Main Street near he junction of Routes 2, 8,and 139, Norridgewock, naine, provided the branch is established within one Year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. letter to the Reserve Bank stated that the oard also had approved a six-month extension (If the period allowed to establish the branch; nd that if an extension should be requested, °le procedure prescribed in the Board's letter °r November 9, 1962 (S-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2953 BOARD OF GOVERNORS Item No. 12 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963 Board of Directors, Fair Lawn-Radburn Trust Company, Fair Lawn, New Jersey. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch at 21-17 Saddle River Road, Fair Lawn, New Jersey, by Fair Lawn-Radburn Trust Company, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.' (The letter to the Reserve Bank stated that the Board also had approved a six-month extension Of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2754 BOARD OF GOVERNORS Item No. 13 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, O. C. ADORES OFFICtAL CORRESPONOENCE TIZI THE BOARD August 16, 1963 Board of Directors, Boonton Trust Company, Boonton, New Jersey. Gentlemen: The Board of Governors of the Federal Reserve SYstem approves the establishment of a branch on Powerville Road, immediately adjacent to the rear of the present banking office, Boonton Township, New j .erseY, by Boonton Trust Company, provided the branch ls established within one year from the date of this lettnr. It is understood that operation of the branch at: Havkins Place, Town of Boonton, will be discontinued simultaneollsly with the establishment of the branch on Powerville Road Boonton Township. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. letter to the Reserve Bank stated that the -uoard also hnd approved a six-month extension of the period allowed to establish the branch; 44d that if an extension should be reguested, the procedure prescribed in the Board's letter Of November 9 1962 (S-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2755 BOARD OF GOVERNORS Item No. 14 8/16/63 OF THE wr 00k,4 0J+* 4 * 4'4 44 4.. 00 FEDERAL RESERVE SYSTEM * 4 WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE Sz TO THE BOARD *o:11(M,S ' 14);100 August 16, 1963 Board of Directors, W achovia Bank and Trust Company, Winston-Salem, North Carolina. Gentlemen: The Board of Governors of the Federal Reserve Sys B ern approves the establishment of a branch by Wachovia 111c and Trust Company at 3665 East Independence Boulevard, arlotte, North Carolina, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The to letter to the Reserve Bank stated that the otaxd also hnn approved a six-month extension he period allowed to establish the branch; t -7 ,44 that if an extension should be requested, oi * Procedure prescribed in the Board's letter November 9, 1962 (s-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 275G BOARD OF GOVERNORS Item No. 15 OF THE 8/16/63 FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C, ADDRESS OFFICIAL CORRESPONDENCE TO THE HOARD August 16, 1963 Board of Directors, Trust Company of Georgia, Atlanta, Georgia. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Trust Company of Georgia, Atlanta, Georgia, of a branch at the corner of Chattahoochee Avenue and Ellsworth Industrial Drive, N04., Atlanta, Georgia, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; aM that if an extension should be requested, the procedure prescribed in the Board's letter °f November 9, 1962 (S-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2757 UNITED STATES OF AMERICA Item NO. 16 8/16163 BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of ! ) ,EIIIIER U. S. BANCORPORATION, INC., UENIrtir, -"-a, COLORADO, BHC-68 Ilursuant to section 3 of the Bank -log Company Act of 1956 ORDER GRANTING MOTION FOR EXTENSION OF TINE WITHIN WHICH TO FILE REPLY BRIEF In connection with the above application, there has been fge, t4 on behalf of Applicant a motion for the grant of an additional 15 44Ye beyond August 12, 1963, within which Applicant may file a brie, in opposition to the brief of Protesting Banks filed in support ' Of th "eir exceptions to the Hearing Examiner's Report and Recommended beeision. On the basis of the reasons set forth in Applicant's motion, 411C/ uPon Applicant's representation of no objection on the part of t14111se1 time for Protesting Banks to the granting of the extension of Nuested, is of time IT IS ORDERED that Applicant's motion for extension atanted and that Applicant shall have until the close of business Au, cus t 27, 1963, within which to file its brief in opposition. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2758 , -2- IT IS FURTHER ORDERED that the extension of time herein alanted shall be applicable to any statement that Applicant may qs111 to file in respect to the Request for Oral Argument filed by l'r°tes according to 0 Banks on August 12, 1963, a copy of which, PI:catesting Banks' transmittal letter to the Board, was served on counsel for Applicant at he time of service of Protesting Banks' brif in support of their exceptions to the Hearing Examiner's 4Pot and Recommended Decision. Dated at Uashington, D. C., this 16th day of August, 1963. By order of the Board of Governors. and Voting for this action: Vice Chairman Balderston, Mitchell. Governors Mills, Robertson, Shepardson, and Absent and not voting: Chairman Martin and Governor King. (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. (StAL) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 17 „„„„. ki74:19 8/16/63 UNITED SLITIL'S OF AAMICA BEFORE THE BOARD OF GOVERNORS OF TiE FT2RAL RESEHVE SYSTEU TTASHLNOTON, D. C. Itl the Matter of the Application of ASBURY PARK AND OCEAN GRTIT: BANK tor aPdroval of merger with :011k2Sey Trust Company of tIg Branch i 9••• OFtO-Y.?. A7'7.10VING HERGFR OF BANKS There has come before the Board of Governors, pursuant to the iIç l'tger Act of 1960 (12 U.S.C. 1828(c)), an application by Asbury -a" and Ocean Grove Bank, Asbury T'ark, New Jersey, a State member bank °t the Federal Reserve System, for the Bnardts prior ap)roval of the 4 teN" ct that bank and New Jersey Trust Company of B-ranch, Long New Jersey, under the charter of the former and -Pith the title 7 1 1141 jerseY Trust Company. As an incident to the merger, the three of New Jersey Trust Company of Long Branch would become branches 4burior Park and Ocean Grove Bank. Notice of the proposed merger, in tePt)roved by the Board, has been published pursuant to said Act. Upon consideration of all relevant material in the light of the et -8 set forth in said Act, including reports furnished by the )4Dti lier of the Currency, the Federal Deposit Insurance Corporation, http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2760 IlcItlIsDepartmert of Justice on the competitive factors involved in the Proposed merger, IT IS TIEUBY GRIMED, for the reasons set forth in the Board's State eni of this date, that said application be and hereby is approved, rOlti A that said merger shall not be consummated (a) within seven ealerici al" days after the date of th5.s. Order or (b) later than three after said date. Dated at Washington, D. C., this 16th day of August, 1963. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Mills, She2ardson, and Absent and not voting: Governors Robertson and Tang. (Signed) Kenneth A. Kenyon (814L) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Kenneth A. Kenyon, Assistant Secretary. Item No. 18 8/16/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY ASBURY PARK AND OCEAN GROVE BANK FOR PRIOR APPROVAL OF MERGER WITH NEW JERSEY TRUST COMPANY OF LONG BRANCH STATEMENT Asbury Park and Ocean Grove Bank, Asbury Park, New Jersey ("AsblrY Bank"), with deposits of $36 million/,` has applied, pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1823(c)), for the Board's Pr ior a pproval of the merger of that bank and New Jersey Trust Company Of 7. -°11g Branch, Long Branch, New Jersey ("Jersey Trust"), with dePosits 13J- $16.6 million? under the charter of the applicant bank and th tl-"e title New Jersey Trust Company. The proposal contemplates that the three existing offices of Jersey Trust would become branches c3f the resulting bank, increasing the number of its offices from four . to seven Under the Act, the Board is required to consider, as to each °f the bawts involved, (1) its financial history and condition, (2) the clecitjacY of its capital structure, (3) its future earnings prospects, (4) the general character of its management, (5) whether its corporate 11°Iltss are consistent with the purposes of 12 U.S.C., Ch. 16 (the il°8it figures as of March 31, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2762 -2- ?ede ral Deposit Insurance Act), (6) the convenience and needs of the eclnaktInitY to be served, and (7) the effect of the transaction on e°111Pe ti ---on (including any tendency toward monopoly). The Board may approve the trrnsPction unless, after considering all these factors, ricts the transaction to be in the public interest. .LItilla_factors. - Both banks have satisfactory financial 1 hist°ries dating back from the difficult financial period of the 1930's. Each bank has an adequate capital structure, and this would be true So for the resulting bank. Asbury Bank has a good earnings record and its future earnings Prospects are favorable. Jersey Trust's earnings are somewhat below the average of banks of comparable size in the Second Federal Reserve 1istric t• Future earnings prospects of the resulting ban% would appear to be enhanced b y an increased lending capacity and economies of operationa that Ilould be expected to result from the merger. Asbury Bank's management is capable and it has a progressive Policy of jersey trainirig junior officers for executive positions. Trust is regarded as competent. Management Joining of these two staffs 14°41,z1 add a measure of depth in experienced executives not now enjoyed bY the banks individually. No inconsistency with the purposes of 12 U.S.C., Ch. 16 is 'eated. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2963 -3Convenience and needs of the communities. - Monmouth County, j, wrseY, where both institutions are located, lies in the eastcntral part of the State. Its 1960 population of 334,401 reflects an i ncrease of 40 per cent since 1950. In the past, its economy has bQell largely dependent upon sumaer resort activity in the coastal atea and diversified farming in the interior. While these two activities, Partictli --arlY the former, continue to be important, a substantial change ha Occurred in the county's economy due to the influx of permanent resid , commerce, and industry. Industries now include the manufacture Of r ugs, textiles, clothing, clay products, and chemical and electronic e(414 9rnent, with an estimated working force of 120,000. Contributing to the recent growth and development of Monmouth count3r been the general population movement to the suburbs and the area 8 417 reasonable accessibility to the metropolitan areas of Newark, Jer,, ' eY, and New York City. Asbury Park is about 55 miles south of downtown New York City is the leading shore resort on the northern New Jersey coast. Oflf Its 17,365 reflects only nominal growth due to lack of space f°t etParision within the city limits. However, its numerous hotels, 1c)tels' and boarding houses cater to a summer population of approximately 100,000. The town is also the local mercantile center for the area, hayflumber of branches of nationally-known stores. A branch of Asbury Bank is maintained at Ocean Grove which is ted a°uth of Asbury Park. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Ocean Grove, in Neptune Township, is also 2764 rily a resort community showing wide fluctuation in population (141-ing the summer months. Two other branches of Asbury Ban% are irkated 4_ 1-11 nearby Neptune and Ocean Townships, both primarily residential area The seaside city of Long Branch, the site of Jersey Trust's °Ifice, is located about 5-1/2 miles north of Asbury Park; it had a 1960 Population of 26,223. Jersey Trust also maintains branches in the adjoining boroughs of West Long Branch and Deal. The region served Jer seY Trust also caters to the summer resort business; however, the area includes those sections of Monmouth County experiencing increasing industrial growth. The proposed merger wouls.1 place the resulting bank in a better 1)(18iticln to serve the credit needs generated by this industrial expaniort. The lending limit of the resulting bank would be increased from $253)a°C) to S400,000. During the past year both banks part;cipated tth °ther banks in 23 loans totaling approximately $4.5 million; most of "loans necessitated participation due to the banks' lending 11lit The proposed merger would ma_:e available an expanded consumer er"it -Partment to serve more completely the needs of individuals and teial enterprises in the area; prov4_de greater mortgage loan da tions to building contractors; and allow the establishment of 1)ctra te trust department under the guidance of specialists in the field. Com-petition apar 3 - The main offices of the two banks are 5-1/2 miles 11-"" offices of three competing banks between them, including http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2765 -5cee of the second and third largest banks in the county. The rieqest branches of the two banks are two miles apart and competiti441 between them is limited, since they act primarily as paying and 4ceiving stations. The banks have no common borrowers, and common dept)sitors are limited to one of the local utilities and large supermazitets which operate units near each bank. Asbury Bank currently ranks fourth in size with respect to 4C dePosits, and Jersey Trust ranks seventh. The resulting institu404 140Uld still rank fourth and would remain substantially smaller t1144 the third ranking bank. It does not appear that there would be allY ad verse competitive effects on smaller banks in the area. In addition to competition between commercial banks in the e°411tY, the three largest commercial banks in the State, all of Newark, tle/1 j "seY, actively solicit banking and mortgage business, not only in the °ervice area of Asbury Bank, but throughout the county. Competition is also provided by a number of nonbanking trSttt utimle including five savings and loan associations which operate teven Offices within or near the service areas of the two banks. Summary and conclusion. - The merger will permit the resulting b'artlz . /1th its substantially higher lending limit, expanded services and %I/14e nt facilities to employ its funds more fully and profitably in the 1 °eal market. It will place the resulting bank in a better position to ibute to the developing economy of this rapidly expanding area. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2766 -5In both Asbury Park and Long Branch, strong and effective local it Competition will remain, while in the county a variety of bank- end other financial institutions provide a wide and highly c141Petitive range of services. Accordingly, the Board finds that the proposed merger would be irt the public interest. 114:148 c 16, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2967 UNITED STATES OF A1ERICA Item No. 19 8/16/63 RESERVE SYSTEM BEFORE THE BOARD OF GOVERNORS OF TUE FEDERAL WASHINGTON, D, C. In the Matter of the Application of 171kINIA COMMONWEALTH CORPORATICN fvc,.a.P.Proval of the acquisition of a1 1 1-113 shares of Washington Trust —4 Savings Bank, Bristol, Virginia ORDER APPROVING APPLICATION UNDER BANK HOLDING COMPANY ACT Governors, pursuant to There has come before the Board of 1956 (12 U.S.C. 1842) 4et1°n 3(a)(2) of the Bank Holding Company Act of Regulation Y and section 222.4(a)(2) of the Federal Reserve (12 Corporation, 222.4(a)(2)), an application by Virginia Commonwealth Rich Inond, Virginia, for the Board ss prior approval of the acquisition Of 'nore I4ust of Washington than 80 per cent of the outstanding voting shares and Savings Bank, Bristol, Virginia. of the application As required by section 3(b) of the Act, notice Virginia, who 11' iverl to the Commissioner of Banking of the State of t'hessed no objection to approval thereof. t In addition, notice of receip t e Register on April 11, h application was published in the Federal 19r, for submission of comments (2/1 - P. R. 3562), providing an opportunity atld v. time for filing such lews regarding the proposed acquisition. The http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2768 -2have e°tnnlents and views has expired and no such comments and views been received. IT IS HEREBY ORDERED, for the reasons set forth in the 11%dis Statement of this date, that said application be and hereby Is approved, provided that the acquisition so approved shall not be consummated (a) within seven calendar days after the date of this Order or (b) later than three months after said date. August, 1963. Dated at Washington, D. C., this 19th day of By order of the Board of Governors. and Voting for this action: Chairman Martin, son. Shepard and Mills, ton, Governors Balders Voting against this action: Absent and not voting: Governor Robertson. Governors King and Mitchell. (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. (SEAL) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2769 Item No. 20 8/16/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY VIRGINIA COMMONWEALTH CORPORATION, RICHMOND, VIRGINIA, FOR APPROVAL OF ACQUISITION OF SHARES OF WASHINGTON TRUST AND SAVINGS BANK, BRISTOL, VIRGINIA STATEIMNT Virg4mia Commonwealth Corporation ("Commonwealth", or "414/1:•cant"), Richmond, Virginia, a registered bank holding company, has ii ed an application pursuant to section 3(a)(2) of the Bank HoldC°MPany Act of 1956 ("the Act"), for the Board's approval of the 4e(141siti0n of more than 80 per cent of the outstanding voting shares f ashington Trust and Savings Bank, Bristol, Virginia ("Bank"). Section 3(r'. of the Act requires the Board to take into %rtaideration the following five factors with respect to the proposed 4441-sition: (1) the financial history and condition of the holding 4111)a11Y. and bank concerned; (2) their prospects; (3) the character of theil‘inanagement; (4) the convenience, needs, and welfare of the corn414litles and the area concerned; and (5) whether the effect of the 4441.sition would be to expand the size or extent of Applicant's system Leyond ts Consistent with adequate and sound banking, the public tlItet St, and the preservation of competition in the field of banking. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2770 -2- General background. - Four bank holding companies control 24.3 per cent of all deposits of banks in the State of Virginia.1/ °f these, Commonwealth ranked second with $193.9 million, or 5.1 per Cent, Two banks in the State each had more deposits than Commonwealth, Ilhich ranked fourth among banking organizations. Offices of Commonwealth's subsidiary banks are widely dis tributed in the State. The Bank of Virginia, the leading subsidiary, lith $159.6 million of deposits, has 24 offices. These offices are 4cateuA in the east-central portion of the State in the Richmond MetroP°1itan area, in Petersburg, and in Dinwiddie some 35 miles to the sollthwest of Petersburg; in Norfolk, Portsmouth, and Newport News in the s outheast; and in Roanoke in the west-central section. Additional subsidiary banks are located in Occoquan in the northeast, in Salem (near Roanoke), and in Newport News. Approval of the application now befo re the Board, and of a concurrent application involving The Peoples Natio , nal. Bank of Pulaski, Pulaski, Virginia, will give Applicant repres tar. -10n. in the southwestern section of the State. None of Applicant's 8nbsid4 ' arlea is the dominant bank in the area which it serves. Banking factors. - The history of Applicant is brief. —, Qom—'""nwealth became a bank holding company through an exchange of its of figure is adjusted to include deposits of The Farmers Bank Virg4 n1a, which mei:s-ed with The Bank of Virginia, a slabs ddie, given on iarY of Ap-qicant, pursuant to approval by the Board stated herein figures 1963. Unless otherwise indicated, deposit aze Incorporated, Bankshares, 14as is of December 28, 1962. United Virginia included. °rmed January 10, 1963, and the deposits of its banks are il http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2771 -3- stock for stock in five subsidiary banks, which took place on December 21, 1962, pursuant to approval by the Board given in an Order of October 25, 1962. One of the five, The Bank of Henrico, Sandston, Virginia, has since been merged with The Bank of Virginia; pursuant to approval of the //43srcl granted in an Order of June 17, 1963. Because of the short kriod of time which has elapsed since its formation, Commonwealth has 11°t as yet been able to put into operation most of the advantages 'Itch it urged as favoring the holding company system of bank operation. Rovever, a beginning has been made in supervising generally the securities Portfolios of the other subsidiary banks and in extending to them fac ilities of the data processing center of The Bank of Virginia. Studies are also under way in connection with such matters as accountPractices, loan policies, and the establishment of retirement and ttinga benefit programs on a uniform basis. The financial condition of Applicant is, of course, largely 4ffeoted by the condition of the subsidiary banks, particularly that of Thel3a„, "-c. of Virginia, by far the largest in the group. That Bank's 4et e arnings have been lower than those of the average member bank in it 04 8 group in the Fifth Federal Reserve District. Its capital klaiti°11, even after the addition of $2 million capital, now proposed, 'continue to reelect a need for additional strengthening. In other teen - , the condition of Applant and its subsidiaries is hcmci7az sstia factory, and theil: prcznccts are fav.Drable. Marxgement of Appli- "nt, uhizil is to a considerable extent the same as thot of The Bank of V4ainia, is consideredsatisfactory. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2772 -4- Bank, which has two offices, both in Bristol, and $8.4 million Q1E dePosits, was chartered in 1906 as a savings and thrift institution. e recent years, it has engaged in a general banking business, but as of December 28, 1962, its percentage of consumer loans to total 4an., was still above, and of commercial loans below, that of al/ other bard. "4s competing in its area or in Virginia generally. Its capital Pusition is strong, and its earnings have been good, and the Board rtelndes that its prospects would be satisfactory either as a member o PPlicant's system, or as an independent bank. In addition, the ces which Commonwealth should be able to provide as it further devel°Ps and strengthens its operating techniques could, in certain 1Pects s improve the prospects of a small bank which has, evidently, laeksd certain facilities appropriate to the numerous and diversified businesses operating in the Bristol area. Bank's management is competent, but all four officers at the tOp eecutive level are over sixty years of age. Complicating the 104...ra nge problem of recruiting successors to these four men is the t hat control of Bank is held by the estate of the former president, -(34nder of the Bank, and trustees of the estate have indicated a Pte ' ence for shifting its chief asset, stock of the Bank, into a 4rit. v with te a broader market. 4ttip.d Until the question of future control it may be more than normally difficult to obtain personnel ePabl. 4— °f rising to top executive rank. Accordingly, the Board cant].tides that the greater likelihood of Applicant's easing the problem http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2773 -5of although management succession is a consideration that affords some 40t substantial support for approval of the application. Convenience and needs of communities. - Applicant's nearest subsidiary to Bank is located in Salem, some 148 miles northeast of 418t01. office In view of Bank's size, and the distance between its slid the offices of Commonwealth's remaining subsidiaries, the Board CO ncludes that the proposed acquisition would have no effect on corn'14t1.ties other than Bristol and the surrounding area. The city of lkidjoistol, with a population of 17,144 is located on the State line fling Bristol, Tennessee, which is roughly the same size, so that he two form virtually a single community. The community is a com- tereial and manufacturing center serving a considerable area in western available Virginia and eastern Tennessee, with abundant electric power c)ra the Tennessee Valley Authority, and an ample labor supply. The plant, largest industrial plant is the Sperry-Farragut guided missile but others manufacture products including calculating and adding !nocturnes, steel, apmining cars, stainless steel tubing, structural Parel, thread, and foods and confections. The surrounding area is a from Pt°sPerous agricultural region with primary cash income derived livestock and burley tobacco. szliecent counties. Coal is mined and gas produced in of The two Bristols and the neighboring cities known QAPort and Johnson City, Tennessee, form an industrial complex 235,000. 4a the "Tr -Cities" area, with a population of approximately sPects for continued growth in the area are considered good. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2774 -6- Five banks now function in Bank's primary service areal/ The Pirst National Exchange Bank of Virgin!a, Rornoke, Virginia, with deposits of $178.4 mi11ion2/ has three Bristol offiLzs as does Pirst National Bank of Sullivan County, Kingsport, Tennessee, 1 deposits of $60.7 million. Tr -City Bank and Trust Company, " 810 uatlillle, Tennessee, with deposits of $5.7 million has two, and Pattn"'s Exchange Bank, Abingdon, Virginia, with deposits of $11.1 milhas one office in Bristol. A proposed merger between Farmers 4change Bank and Virginia National Bank, No7folk, Virginia, if ap131 '1?eci, will introduce into the area the resources of a bank with bp' .8 million of deposits. Applicant argues that the various services and facilities ‘'4-0.ed members of its system will enable Bank better to serve the Nwe nience and needs of the Bristol area. While the range of service. 0_ tfered by Bank would be expanded under Applicant's control, ty 0 banks of substantial size already have offices in the community, 444 it does not appear to the Board that banking needs are going un, te! °r that community convenience would be significantly improved by it114.°ducing some additional services into two more banking offices thete. from which are drawn roughly 86 per cent of the Bank's 4'ts, and which includes the two Bristols and the surrounding area '11.1 ' aPProximately five miles. ticluding December 23, V62 deposits of banks which have since merged. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2775 -7- Applicant In connection with benefits to the area which states will follow upon the proposed acquisition, Applicant appears to make a two-pronged assertion (3) that, when credit needs of large customers in an area which is experiencing growth, such as that including the two Bristols, cannot be met by an independent local bank, these customers suffer inconvenience in having to go elsewhere, and this inconvenience can be reduced through greater ease in arranging participations and if the bank is permitted to enter a holding company system; (2) that, similarly, credit needs of a number of large businesses in Virginia are greater than any Virginia bank or banking system can aecommodate, and economic growth of the State would be facilitated by emergence of larger banking complexes. The facts in the application bef ore the Board, however, demonstrate that no substantial volume of large credits is being handled as yet by the smaller banks in Applicant's group as a result of affiliation with the group. Ihe ther Accordingly, on the local or the State level, it would be purely con- lly jectural to suppose that entrance into the system will substantia e343and the extent to which Bank actually will serve larger credit requirements through intra-system participations. ley., largest moreover, Commonwealth remains smaller than the three batik; 4113 organizations in Virginia. (' On the State-wide In view of Bank's size the pro- Applicant's ability acquisition will not significantly increase to serve the larger credit needs of Virginia businesses. fourth factor For these reasons, the Board concludes that the 111/Plies little support for approval of the application. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2776 a. Competitive effect, - Here again, the proposed transaction tleed be considered only in the context of the Bristol area. No sig- '-ant competition exists between Bank and any offices of present subsidi -axles of Applicant, nor will the addition of Bank's resources to h "cse of Applicant significantly strengthen its system in relation to oth er leading Virginia banking organizations. While it can be 4ssircied that most of Bank's correspondent banking business would flow t° it8 sister subsidiaries in Applicant's system, The Bank of Virginias t01/11' lch the lion's share would probably fall, holds only 5.7 per cent nterbank deposits held by all Virginia banks and cannot be considered 4 d°41inant, or even a very strong, factor in the correspondent banking 1)iettre in the State. For this reason, even the addition of all Bank's 1)43il1ess of this kind would not adversely affect competition for tespondent banking. fifth Turning to the local area, at June 30, 1962, Bank held a of the offices, but only 15.9 per cent of deposits of offices oted 4 _ its primary service area. While its growth has been satisfam. .7) it has not vigorously taken advantage of the opportunities c)Peti to it in a developing region0 The stimulus of some of the iltti offered by Applicant's system, together with an infusion Of 4dequately trained younger management personnel, should somewhat 4kr ease competition with the larger and more energetic banks with 'llzhes already located there. There is no basis to conclude that °f APPlicant would adversely affect the ability of the remaining http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2777 Small bank in the area , Tri- City Bank and Trust Company, to maintain its present competitive position. Control of Bank will not give APPlicant a commanding position in the area, nor will it significantly advance Applicant toward a similar position in the State. Conclusions. - The financial history and condition of APPlicant and of Bank are consistent with approval of the application Ilow before the Board. Prospects for Bank's growth are, possibly, somewhat better as a member of Applicant's system, although they Would remain satisfactory outside it. As discussed, some weight is lent for approval by the prospective remedial effect Applicant's 48sistance will have in regard to the management succession problem at Eanl% Th,, convenience, needs, and welfare of the community princi- 11411Y concerned will not be significantly affected by the acquisition. Under the fifth factor, the extent of Applicant's system will be somel'het increased, although its size only minimally so, but the Board does a°t find that either size or extent will be incon sistent with "equa te and sound banking or the public interest, and concludes that (3Trie improvement in banking competition in the Bristol area may reSuit from consummation of the proposed acquisition. On the basis of all the relevant facts as contained in the ee()rd before the Board, then, and in the light of the factors set forth . in is Qection 3(c) of the Act and the underlying purposes of the Act, it the be consistent card's judgment that the proposed acquisition would th the therefore be public interest and that the application should apr, vrO‘Ted. 44gust 1.933. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2778 DISSENTING STATEMENT OF GOVERNOR ROBERTSON Item No. 21 8/16/63 Bank holding companies should not be authorized by this Board to acquire additional banks unless, upon review of each of the factors specified by Congress, the Board has determined that approval isWarranted in the public interest. Although there are cases in which °Ile adverse factor may be outweighed by favorable factors, the instant ""al would not seem to present such a case. Section 3 of the Bank Holding Company Act requires the Board, h n considering an application for approval of bank holding company elaanaion, to take into consideration the financial condition of the 41cling company and its constituent banks. In this case the principal "" xn the Virginia Commonwealth holding system has a capital structure that as noted in the majority opinion, is inadequate in view of the tiatura of its assets, deposit liabilities, and other responsibilities. °Pinion, it is substantially inadequate and should be corrected befc're the present company is permitted to expand, save for exceptionally cora,. velling circumstances. For some time to come, all the resources of t4 holding company should be utilized to raise the capital structure Of that bank to a more satisfactory level. If this is done, the 11044 48 company will not be in a position to come to the aid of its %ape r banks should the occasion arise. In support of its instant application, the holding company has t hat, as a result of the improved management and services that result from holding company control, the Bristol Bank should grow more rapid rate. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis If this be true, then it is likely that its 2799 -2- Posit liabilities and other responsibilities will expand more rapidly than its capitalization can be increased through retained earnings. In 81101 case, an increase of its capital would be effected by the sale of additional stock to existing stockholders of the bank. The stockholders Will be (to a very large extent) the Virginia Commonwealth Corporation. view of the pressing need of its largest unit for additional capital, availit Seems hardly likely that the holding company will have funds 15ib1e for expansion of the capital cushion of the Bristol Bank or of anY of the its other smaller banks. In fact, the reverse may be more likely; may exist a temptation to siphon off from the smaller banks' capital el8iVe amounts of their earnings in order to provide funds for Bank ileeds of the larger bank. Accordingly, acquisition of the Bristol by $., 'ue Virginia Commonwealth Corporation before the financial condition Of it8 seem present units has been satisfactorily provided for does not War.tanted, especially in the absence of anything to indicate that the ilublic will benefit from the change of ownership, or that exceptional Atobierns exist for which there appears to be no other suitable remedy. I 14()11d deny the application. 44%tist 19, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2780 Item No. 22 8/16/63 UNITIX STATES OF APPERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 41. In the Matter of the Application of zuacaNIA COMMONWEALTH CORPORATION approval of the acquisition of 3°ttrIg shares of The Peoples National ank W1 Pulaski, Pulaski, Virginia i We •• ORDER APPROVING APPLICATION UNDER BANK HOLDING COMPANY ACT There has come before the Board of Governors, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1842) 11(1 section 222.4(a)(2) of the Federal Reserve Regulation Y (12 CFR 222.4(a)(2)) an application by Virginia Commonwealth Corporatio4 ) Richmond, Virginia, for the Board's prior approval of the 4eIllisition of 80 per cent or more of the outstanding voting shares c) Ihe Peoples National Bank of Pulaski, Pulaski, Virginia. As required by section 3(b) of the Act, notice of the 13131icati0n was given to the Comptroller of the Currency, who advised the , "oard his office does not oppose the proposed acquisition. In 41ditin —14, notice of receipt of the application was published in the PQ.de tal Register on May 11, 1963 (28 F. R. 4777), providing an °Pporh, --n4tY for submission of comments and views regarding the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2781. IMPLY Pl.°Posed acquisition. The time for filing such comments and views has e ItPired and no such comments and views have been filed with the Board. IT IS HEREBY ORDERED, for the reasons set forth in the 18 Statement of this date, that said application be and hereby " 134 not be 4411Proved, provided that the acquisition so approved shall e°48uroZated (a) within seven calendar days after the date of this Order Or (b) later than three months after said date. August, 1963. Dated at Washington, D. C., this 19th day of By order of the Board of Governors. Voting for this action: Chairman Nartin, and Governors Balderston, Mills, Robertson, and Shepardson. Absent and not voting: Governors King and Mitchell. (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. (stAt http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2782 BOARD OF GOVERNORS Item No. 23 8/16/63 OF THE FEDERAL RESERVE SYSTEM CORPORATION, RICHMOND APPLICATION BY VIRGINIA COMMONWEALTH N OF SHARES OF VIRGINIA, FOR APPROVAL OF ACQUISITIO KI, VIRGINIA PULAS KI, PULAS THE PEOPLES NATIONAL BANK OF STATEMENT ("Commonwealth", or Virginia Commonwealth Corporation holding company, i'APPlicant"), Richmond, Virginia, a registered bank the Bank has filed an application pursuant to section 3(a)(2) of bold.ng Company Act of 1956 ("the Act"), for the Board's approval outstanding voting Of the acquisition of 30 per cent or more of the ki, Pulaski, Virginia shares of The Peoples National Bank of Pulas bank"). to take into Section 3(c) of the Act requires the Board respect to the proposed 'ueration the following five factors with COrls4A ecluisition: tion of the holding (1) the financial history and condi the character of c°11113411Y and bank concerned; (2) their prospects; (3) thei of the r management; (4) the convenience, needs, and welfare whether the effect of the nities and the area concerned; and (5) t of Applicant's equisition would be to expand the size or exten adequate and sound banking, the Yst m beyond limits consistent with the field Public interest, and the preservation of competition in Of banking. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2783 -2- The general background with regard to the banking structure the State of Virginia and Applicant's place in that structure, 114e l as the first three, or "banking" factors in respect to APP1*lCant, are discussed in the Board's Statement in the matter of the aPPlication of Virginia Commonwealth Corporation for approval of the acquisition of voting shares of Washington Trust and Savings tetik ,ristol, Virginia, issued as of today's date, and that dis2 . N84 &°t1 is hereby incorporated by reference as part of the present Statement. In sum, the Board found those factors satisfactory in 1.4Pe et to Commonwealth, which is the fourth banking organization in littattlia 4-Ln respect to size, although the capital position of its 4ad4 ' 11g bank, The Bank of Virginia, continues to reflect a need for ther strengthening. Bankim, factors as related to Bank. - Bank, an institution 1/ 1144 $5.0 million of deposits:- was chartered in 1902. qfiee is located in the county seat of Pulaski County. Its single It offers t44t elleral banking services, including a limited trust department (4/q'ation, and its growth, while slow, has been steady. It has a 4tteria c apital position, and its earnings have been satisfactory. 11Q1 ' it not for the management problem discussed below, its prospects 15tlici be favorable, whether alone or as part of Applicant's system, 11111i4 of this problem, however, the Board concludes that while Bank's : 11 Pects could continue favorable as a member of the Commonwealth '44111Y its prospects as an independent institution are more doubtful. t)f Uni tiar otherwise indicated, deposit figures herein stated are as e" 18, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -3- 2784 Bank, the former president of After the sudden death of: find a unsuccessful attempts to in 1960, the Board of Directors made n over sixty, has been in successor. The next senior officer, the ies of chief executive. Poor health and remains unable to assume the dut is actively engaged in As a result, the chairman of the Board, who r business, has been what should be full-time employment in anothe two or three can spend no more than eting as president, although he developwho showed promise of hours daily in the bank. A junior officer of this year erial resigned in March ing into successor management mat ent will be unable tO k. The acting presid accept a post with another ban situation has , and the immediate te continue in this role indefinitely r from loan of a junior office °n1Y been tentatively resolved by the lication ation that if the app of Applicant's banks, with the expect ate for the top for training as candid 18 approved, he will remain right ied, he retains the executive post. If the application were den concludes that, in view to return to his former position. The Board management, need for strengthening of Bank's relatively small size and the application. this factor supports approval of case of communities. - As in the Convenience and needs of ings Bank, hington Trust and Sav the application with respect to the Was ation of Bank and referred to above, the distance between the loc ginia, about ated in Salem, Vir loc y, A iar sid sub t res PPlicant's nea small Bank's relatively 52 miles northeast of Pulaski, together with nion will not, in the opi size, is such that the proposed acquisition other than Pulaski and Of the Board, have any effect on communities the surrounding area. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2785 10,500, The town of Pulaski, with a population of about and most of the county population of some 27,250, is located in a est fertile valley that lies between mountainous areas to the northw and southeast. y in the Diversified manufacturing, centered chiefl millwork, c°141tY seat, includes hosiery, chemicals, furniture, Plastic fabrics, iron castings, and clothing. lead the list of agricultural products. Livestock and dairying A part of the Radford Arsenal 4 located in the county, and there are prospects for continued industrial growth. . Only three banks function in Pulaski County Bank's leading c°mPetitor, The Pulaski National Bank, is nearly twice its size. Bank office some f Dublin, with $2.1 million of deposits, has its single eight miles from the town of Pulaski. Five banks located in neighbor- million, Counties, ranging in deposit size from $2.5 million to $10.6 appear to offer limited competition to the three Pulaski County banks. bank with 1144ki s lending limit is $37,500, and that of the largest Ilhich it competes is $75,000. Although Bank has not, apparently, hand, , extent, access 'ea loans beyond its lending limit to any great Applicant's subsidiary t° intra-system participations with others of a slightly more convenient batiks will make it possible for Bank to offer alt have ernattve source for larger amounts of credit for which there been services Some instances of demand in the area. Some additional and Some apparently be offered improvement in existing services will Applicant. the community as a result of affiliation of Bank with http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2786 -5Competitive effect. - Reference is made to the discussion qteasons for the lack of State-wide competitive effects from the Pt°Posed acquisition in the Statement of the Board cited above. 841e Conclusion obtains in the situation discussed herein. The In the 4ea1. contelit, Bank's primary service area is Pulaski County, from 2/ which 87 per cent of the amount of its IPC- deposits come and 141lee 70.8 per cent of the amount of its commercial and industrial, e°11suiller) and farm loans are made. On March 18, 1963, Bank held about 29 Per cent of both IPC deposits and total deposits of the three 'which are located in that area. In view of Bank's size, both 4lati ve and absolute, and the vigor of its chief competitors, bqh (lc — which have been growing at a faster rate, the Board concludes that A 4PPlicant's entry into the area through the proposed acquisitiA)ri v . 1111) if anything, stimulate competition in the area. Nor will - 04 Bank to the Commonwealth system, any more than in the tilae Of Washington Trust and Savings Bank, significantly advance APPli, -ant toward a commanding position among banking organizations the state, Conclusions. - The financial history and condition of 411Plieartt and of Bank are consistent with approval of the application 11c44 bef°1'e the Board. Mile prospects for Bank's growth outside kAplicant's system would be satisfactory were it not for the managewhich has plagued Bank since the death of its former 4t in 1960, the difficulty of solving the problem without f individuals, http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis partnerships, and corporations. 2787 -6- Outside assistance, lends support or approval of the application. Convenience, needs, and welfare of the local community--the only 00111111unity affected to any degree--will be slightly improved by entrance of Bank into the Commonwealth family. While the extent of APPlicant's system will be increased, the Board does not find that the resulting size or extent of that system will be inconistent with adequate and sound banking or with the public interest, and Concludes that the effect on competition in the town and the e°11ntY of Pulaski will, if anything, be beneficial. On the basis of all the relevant facts as contained in the record before the Board, and in the light of the factors set forth in section 3(c) of the Act and the underlying purposes of the Act, it is the Board's judgment that the proposed acquisition (3111(1 be consistent with the public interest and that the applieation should therefore be approved. Atigu`lt 19 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2788 Item No. 24 8/16/63 CONCURRING STATEMENT OF GOVERNOR ROBERTSON The management problem in this case places the application ri exceptional category where the remedy offered by holding company shiP is appropriate and outweighs factors which would otherwise -.4e an adverse conclusion. 19 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2789 BOARD OF GOVERNORS Item No. 25 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE HOARD August 19, 1963. 4tGISTERED - RETURN RECEIPT RE UESTED 1/81firginia Commonwealth Corporation, East Main Street, Rzchmond 14, Virginia. Gentleme n: The Board has approved your applications, pursuant to sectio (12 n 3(a)(2) of the Bank Holding Company Act of 1956 'S.C. 1842) and section 222.4(a)(2) of Federal Reserve Of Y (12 CFR 222.4(a)(2)), for the Board's prior approval shar-ue acquisition of 80 per cent or more of the outstanding voting kw es , Of Washington Trust and Savings Bank, Bristol, Virginia, (1)z The People's National Bank of Pulaski, Pulaski, Virginia. accom Enclosed are the Board's Orders of this date, the Also PanYing Statements, and the press release on this action. ir*tit ?nclosed are copies of Governor Robertson's Dissenting Statematteln the Bristol matter, and Concurring Statement in the Pulaski The Board wishes to emphasize that due to the continuing tleed f °r strengthening of the capital position of The Bank of Virginia, the toard ading Bank in your system, which need was discussed in the dect i s letters to that Bank of May 24, 1963 and June 17, 1963, the closse“)ns on these two applications were particularly difficult and strilc-f.°11es• While the proposed addition of $2,000,000 to the capital does: lire of The Bank of Virginia is a constructive step, the Board atl ati-°t believe this sufficient to bring the capita/ of that Bank to correequate. level. Further, in the Board's judgment there is a eam P°11ding need for improvement in respect to the Bank's net http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD SYSTEM OF GOVERNORS OF THE FEDERAL RESERVE VItginia Commonwealth Corporation -2- In view of the Board's responsibility under the Bank Hold*lng Company Act, you can appreciate that the capital and net ,11ta 71ngs positions of the principal bank in a holding company Ttem are matters of considerable significance in weighing the ntihrits of any proposed expansion. Accordingly, you are advised v4 at the Board would be reluctant to permit further expansion of c'i'lqinia Commonwealth Corporation's system unless and until the etal and net earnings positions of The Bank of Virginia have uwn substantial improvement. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. letosures http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2790 2791 Item No. 26 8/16/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD August 16, 1963. l '•lialter F. Scott, General Counsel, s deral Reserve Bank of San Francisco, ! '11 Francisco 20, California. ilee'r Mr. Scott: This refers to your telegram of June 5, 1963,.requesting aI °Pinion as to whether the Board's authority under section 19 of t tie Pederal Reserve Act to define "savings deposits" and the definicie°11 of that term, as contained in Regulation Q, which limits savings )Osits to individuals and certain types of organizations, are exli, ed by Public Law 88-16 of May 8, 1963, which amended section 47 ot Bankruptcy Act (11 U.S.C. 75(a)(2)) so as to authorize trustees ankrUptcy to "deposit all money received by them in designated algsitories initially in demand deposits; and subsequently, if ear"clrized by the court, in interest-bearing savings deposits, time tificates of deposit, or time deposits-open account;". Prior to this amendment to the Bankruptcy Act, trustees in ballk„ coPtoY were required by judicial decisions to obtain creditors' le,r4t to make other than demand deposits. There is nothing in the variative history of this amendment to indicate that its purpose delx3M°re than to eliminate the need for creditors' consent for or asIts in interest-bearing savings or time deposits. In the absence Aet tlY evidence of intent to modify section 19 of the Federal Reserve 111(1 the Board's authority thereunder, it is the opinion of the ; goa, ,that the definition of savings deposits in Regulation Q has not been affected by this amendment to the Bankruptcy Act. Under section 217.1(e)(1)(i) of Regulation Q, a "savings must be (1) a deposit to the credit of one or more individuals tain types of organizations or (2) a deposit as to which the el : :e beneficial interest" is held 'by individuals or such organizatior A trustee in bankruptcy holds the assets of the bankrupt s : estai e for the benefit of the bankrupt's creditors. Accordingly, it ' http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2'I'9" BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 111'. Walter F. Scott -2- i'!3.,:the Board's opinion that a deposit by a trustee in bankruptcy may be classified as a savings deposit under Regulation Q except in ine rare instances in which all of the bankrupt's creditors are Viduals or organizations of the types described in the regulatory 111tion of a "savings deposit". It would be permissible, of course, for funds of a trustee bL , ruptcy to be classified as time deposits under Regulation Q. 0-8 connection, it may be noted that, as a result of the action tak" „ en by the Board of Governors and the Federal Deposit Insurance cot ec;ration on July 17, 1963, member and nonmember insured banks ot d now pay interest at a rate up to 4 per cent on a time deposit 4 trustee in bankruptcy having a maturity of not less than 90 days. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2'793 Item No. 27 8/16/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, O. C. ADDRESS arrsciAL CORRESPONDENCE TO THE BOARD August 15, 1963 Paul C. Stetzelberger, Vice President, "deral Reserve Bank of Cleveland, Cl eveland 1, Ohio. Dear Mr. Stetzelberger: In accordance with the request contained in Mr. Quast's lette Rob r of August 6, 1963, the Board approves the designation of Mrs. E. Y. .ci_erta as a special assistant examiner for the Federal Reserve Bank of bland for the purpose of participating in examinations of State member aliks The Board also approves the designation of Mrs. Marguerite 4atIto -r as a special assistant examiner for your bank for the purpose of Partic. T, except The Cleveland tuv. xpating in examinations of State member banks Company, Cleveland, Ohio. The authorizations heretofore given your bank to designate employees as special assistant examiners are hereby canceled. d't'r priate notations have been made on our records of the names to be eleted. thes Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2994 BOARD OF GOVERNORS Item No. 28 8/16/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS arrtciAL CORRESPONDENCE TO THE BOARD •.*. *.•Mt• August 15, 1963 Leland Ross, Vice President, Federal Reserve Bank of Chicago, Chicago 90, Illinois. Dear Mr. Ross: In accordance with the request contained in your letter August 9, 1963, the Board approves the designation of Harold E. Mads 0, en as a special assistant examiner for the Federal Reserve Bank L Chicago. Of Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis