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Minutes for December 15, 1965 * • From: Members of the Board Office of the Secretary 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 Tolnutes in the record of policy actions required to De 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 it3he Secretary's Office. Otherwise, please initial ,e1". If you were present at the meeting, your tnitials will indicate approval of the minutes. If You were not present, your initials will indicate " 137 that you have seen the minutes. Chm. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane . Gov. Maisel http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis / 1 41( Minutes of the Board of Governors of the Federal Reserve System on Wednesday, December 15, 1965. The Board met in the Board Room at 9:30 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman 1/ Robertson Shepardson Mitchell Maisel Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Young, Senior Adviser to the Board and Director, Division of International Finance Mr. Holland, Adviser to the Board Mr. Solomon, Adviser to the Board Mr. Molony, Assistant to the Board Mr. Fauver, Assistant to the Board Mr. Hackley, General Counsel Mr. Brill, Director, Division of Research and Statistics Mr. Farrell, Director, Division of Bank Operations Mr. Solomon, Director, Division of Examinations Mr. Kakalec, Controller Mr. Hexter, Associate General Counsel Mr. O'Connell, Assistant General Counsel Mr. Shay, Assistant General Counsel Mr. Hooff, Assistant General Counsel Mr. Koch, Deputy Director, Division of Research and Statistics Mr. Partee, Associate Director, Division of Research and Statistics Mr. Sammons, Associate Director, Division of International Finance Mr. Leavitt, Assistant Director, Division of Examinations Mr. Thompson, Assistant Director, Division of Examinations Mr. Spencer, Staff Assistant, Office of the Secretary ithdrew at point indicated in minutes. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/6 5 -2Miss Hart and Messrs. Forrestal, Heyde, Sanders, and Smith of the Legal Division Mr. Dahl, Chief, Special Studies and Operations Section, Division of International Finance Messrs. Egertson, Goodfellow, Maguire, McClintock, Poundstone, and Sanford of the Division of Examinations Mr. Waller, Supervisory Accountant, Office of the Controller Circulated or distributed items. The following items, copies f which are attached to these minutes under the respective item numbers , indicated, were approved unanimously: Item No. Lletter to St. Joseph Valley Bank, Elkhart, bIti,dlana, approving the establishment of a anch at 351 West Market Street, Nappanee. 11;etter to Western Bancorporation International tan ;,New York, New York, granting permission (3\‘') amend its Articles of Association and Purchase shares of Philippine Commercial Industrial Bank, Manila, Philippines. ' Ire ttet to Robert M. Raymond, La Jolla, California, rding the Board's statement issued in connec11J4 with its order approving the application of vil j,n , Bank, Los Angeles, California, to merge Republic National Bank of San Diego, San Reesg°, California. (With a copy to the Federal erve Bank of San Francisco.) tette re t to the Federal Reserve Bank of Chicago afding the question whether a holding company its1 ; ate may declare a stock dividend based upon sidi-quitY in undistributed net income of subto 13arY banks. (With the substance of the letter e sent to all Reserve Banks.) tette an t to the Bureau of the Budget requesting useetension of time through June 30, 1966, to tt Particular questionnaire in connection tice the quarterly survey of bank lending prackese:' letter to the Presidents of all Federal ve Banks regarding the survey. e http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 1 2 3 4 5-6 12/15/65 -3Item No. Letter to Chairman Patman of the House Banking la3rid Currency Committee regarding (1) the legal v!aie for the Board's section 32 interpretation „Tith respect to First National City Bank of " 1/ York's proposed "commingled investment account" related questions, and (2) a proposal by The Ch Manhattan Bank (National Association), New N°rk, New York, to acquire the stock of Liberty yatxonal Bank and Trust Company of Buffalo, New se'rk, in light of Board's responsibilities under eetion 7 of the Clayton Act. Lette -r to Senator Long of Missouri regarding a b'quest that the Board consider an amendment to '`egulation Q, Payment of Interest on Deposits. 7 8 In connection with Item No. 8, Mr. Molony was authorized to jab, -rm a representative of the St. Louis Post-Dispatch, who had inquired 413°Ilt the matter, that the Board had responded to Senator Long's request Narding an amendment to Regulation Q. Application of Fidelity Bank. There had been distributed a tnellictrandum from the Division of Examinations dated December 10, 1965, 44d Supporting papers with respect to the application of Fidelity Bank, hve , ri37 Hills, California, to merge with South Bay Bank, Manhattan Beach, 41ifornia. The Division's recommendation was favorable. At the Board's request, Mr. Egertson reviewed the facts of the , the competitive factor reports received from the other Federal batik suPervisory agencies and the Department of Justice, and the reasons 4ncler, IYIng the favorable recommendation of the Division of Examinations. During the discussion that followed, members of the Board noted tha.- V idelity had been rated as a "problem bank" at the time of the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 1963 examination. -4This rating had been removed in 1964. However, 144en the bank was examined in June 1965, its condition was found to have deteriorated and a "problem bank" rating again was assigned. PidelitY was heavily loaned, and its liquidity position was tight. It was also noted that the bank concentrated in lending to real estate developers, brokers, and investors. The members of the Board then presented their tentative views. Governor Robertson observed that two small banks were seeking to merge and one of them--Fidelity--was a problem bank. When the last examination of Fidelity was conducted, its asset condition apparently had tr_. uc improved but instead had deteriorated. Furthermore, Fidelity's caPital was low, in addition to which the bank's operations were not broacpy 1 based. Neither, in his opinion, was the other bank involved the merger adequately capitalized. A proposed issue of capital 4°tes by Fidelity early in 1966 would result in a capital position of aPPr'oximately 81 per cent of the requirement under the Board's formula. /Mile that might be adequate for a bank in good condition, he did not eel it would be adequate in this case. Consequently, he would suggest that a d ecision be postponed. If this suggestion should be accepted, the, rederal Reserve Bank of San Francisco would be requested to inform Pidel. ltY that the Board was inclined to disapprove the proposed merger titue ss Fidelity wished to withdraw the application and steps then were http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -5- taken to put the bank in such condition as to warrant approval. If that were done, the application could be resubmitted. Governor Shepardson stated that he, too, had been bothered by the apparent condition of Fidelity Bank. The Reserve Bank seemed to lee]. that the management of the bank had the capacity to improve the inStitution, but the bank's overall record did not look good. he 1/, While not sure of the best procedure to follow, he thought Governor Robertson's suggestion had merit. Governor Mitchell commented that he felt much the same as Governors Shepardson and Robertson. Fidelity Bank appeared to be heavilY committed in a relatively hazardous lending field. 00-IY had an overexposure in its loan portfolio. It seem- As to the proposed Illerger, it was difficult to take two weak banks and make a strong one. Befnre the proposed merger was approved, Fidelity should make a better showing than it had thus far. Governor Maisel said that he was somewhat in agreement with the iews expressed. However, he noted that the bank had acquired in late 1964 the This portfolio, carried as a nonledger asset, was valued at over $3-1/2 fl A1 the mortgage servicing portfolio of McMillan Mortgage Company. but was not assigned a value in estimating capital adequacy. the bank had recently added as a director a man of stature in 8 . 41/Ings and loan industry, who apparently must have considered the b , 1 an- a sound institution. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis For these and other reasons, including -4 J3,1 12/15/65 -6- certain steps toward improvement cited by the Reserve Bank in the past few months, it seemed well to be careful about reaching conclusions c°11-cerning the bank's present condition based on a reading of reports cf ex aminations in the past. Mr. Solomon commented that Governor Maisel had made a valid Point It was important, he added, to bear in mind that although .1'idelitY's operations were quite specialized, this was not necessarily a IR e akness. There was reason to believe that the real estate lending bust_ 'less had been run quite competently. The State Superintendent Of Ranks, for example, had indicated that he felt Fidelity was soundly Recently the bank had cut back on its loans and increased its mallaged. liquiditY; and if Fidelity added to its capital as proposed, the bank Should be in a fairly satisfactory condition. Mr. Leavitt, responding to a question about Fidelity's "problem" rati , "g, pointed out that it was hard for examiners to appraise a spe- cial. lzed institution of this kind. The loans were difficult to evaluate. Vhil e real estate loans usually involved a certain risk, Fidelity portedly had an executive officer capable of servicing such loans 4""rking out problems without incurring too much loss. Of that On the basis most recent information supplied by the Reserve Bank, it appeared pideli y t may well have worked its way out of the problem bank category. There probably was not too much potential loss in the loans cla„ . sIfied as substandard, and earnings prospects appeared more favorable. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -7- Mr. Solomon emphasized that the bank had been responsive to the special supervisory interest shown in its case. had The fact that the bank improved its position in the past few months under the impact of an adver se examination report indicated that it was paying attention to the criticisms it had received. He felt the evaluation of the bank's assets should be viewed in the light that, while a large volume of 1°ans had been classified substandard, this did not necessarily mean that such loans involved a significant loss. After further discussion, Governor Robertson said it seemed to hirn th at when there was a merger proposal before the Board and the aPPlic antbank's condition was suspect, the bank should be thoroughly "almined, Therefore, he felt that before the Board made a decision on this application, an examiner should ascertain whether the bank was in 4 tion to expand its operations through merger. An examination of this kin _ d should employ the best staff resources available. The Board Should be certain that it took appropriate action where the record of the aPPlicant bank raised questions. Governor Shepardson inquired about the element of timing involved, acid Mr. Leavitt responded that the applicant bank would like to consummate the in by the end of the year. Reportedly, Fidelity had a retirement Program that could only be reopened at year end. Governor Robertson then commented that, at the least, a top exami ner from the Reserve Bank could be sent to Fidelity to meet with http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -8- the directors and officers and attempt to satisfy himself that the bank as a reasonably sound institution. Other members of the Board expressed the view that this procedural suggestion was appropriate. Accordingly, it 1,7 as .212.r.Le_ts! that this procedure would be followed and that the Board would then give further consideration to the application. lIpplications of United Virginia Bankshares and Williamsbur ''.1.2122i.1.11211E_2=12/- Pursuant to the decision at the meeting on Oct°her 13, 1965, there had been distributed drafts of orders and a statement reflecting approval of (1) an application by United Virginia 84I1kshares Incorporated, Richmond, Virginia, to acquire shares of lamsburg State Bank, Williamsburg, Virginia, a proposed new bank, and (2) an application of Williamsburg State Bank to merge with ru n 1 c)rk sula Bank and Trust Company, Williamsburg, Virginia, and James- B4 am, James City County (Williamsburg), Virginia. A copy of Govel. "lor Robertson's dissenting statement relating to the proposals als° had been distributed. There being no objection to certain editorial changes suggested by mr. O'Connell, the issuance of the orders and statement was authorized. °pies of the orders and statement, as issued, are attached as Items 9-11, 44(1 a copy of Governor Robertson's dissenting statement is attached as It N '3. 2. Attached as Item No. 13 is a copy of the letter sent to the 0 tganization Committee of Williamsburg State Bank approving the '11P1ication made on behalf of that bank for membership in the Federal el've System. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -4 12/15/65 -9- Governor Balderston then withdrew from the meeting to attend a . mteting of the interagency Coordinating Committee on Bank Regulation. Short-term promissory notes (Item No. 14). With a memorandum from the Legal Division dated December 6, 1965, there had been distributed a draft of letter to Chairman Patman of the House Banking and Currency Committee in reply to his letter of November 24 regarding the issuance of short-term promissory notes by national banks. Chairman Patman's letter pointed out that under a 1965 ruling by th e Comptroller of the Currency national banks could issue short-term PtQmissory notes without regard to the limitations on indebtedness e°4tained in section 5202 of the Revised Statutes. Another ruling of the Co mptroller, published in 1964, was to the effect that issuance °f Promissory notes of any maturity by national banks did not give tise to deposits in such banks and that provisions of the Federal Ilsserve Act relating to reserve requirements and limitations on 41terest rates were not applicable. Chairman Patman expressed the vie 1^7 that short-term promissory notes must either represent indebted488 subject to the borrowing limitations or deposits subject to 441icable legal requirements. He requested that the Banking and CIII'l'encY Committee be advised of the Board's opinion regarding the st4tus of such notes. The proposed reply would indicate that the Board was of the i 0 4* 4 that such promissory note transactions gave rise either to http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 411,t,‘-; 12/15/65 -10- 1tld ebtedness of a bank that would be subject to R.S. 5202 or to deposits tha t would be subject to reserve requirements and legal limitations on interest rates. The letter would also state that the Board was giving ensive consideration to the promissory note problem and that it " Pected to reach a decision on this matter in the near future. Governor Robertson emphasized his feeling that the Board should aet Promptly to issue a proposed amendment under which short-term promis- sorY Rotes issued by member banks would be classified as deposits. Con- sequentlY, he would be inclined to take a different approach in the lett -r e to Chairman Patman and indicate that the Board contemplated publishing such an amendment in the Federal Register for comment. Chairman Martin indicated that he felt that the proposed amendshould first be discussed with the Comptroller of the Currency as a matter of c appropriate interagency coordination. He noted that Governor rston was even now attending a meeting of the Coordinating Committee B_ 'Ink Regulation, through which an effort was being made to resolve rilatte rs of mutual interest in the area of bank supervision. Governor Shepardson said he was inclined to agree in principle ith G overnor Robertson that it was preferable to take action on a _ In before there was great pressure to do so. However, he also l'eed with Chairman Martin's view that it was important to coordinate ''ith other appropriate agencies to a reasonable extent. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - 41( 12/15/65 -11- At the conclusion of further discussion, the letter to Chairman l'atman was approved, along lines suggested by Governor Robertson toward the end of the discussion, to indicate that the Board was attempting to work out in a satisfactory manner, in coordination with other appropriate Government agencies, a solution to the matter on which Chairman Patman had requested the Board's opinion. A copy of the letter, in the form sent, is attached as Item No. 14. Director appointments. It was agreed to ascertain through the Chairmen of the appropriate Federal Reserve Banks whether the following Persons would accept appointment, if tendered, as Federal Reserve Bank brarrs, '.11 directors for the terms indicated, with the understanding that if it were found that they would accept, the appointments would be made: William G. Hupfeldt, President, Schluderberg-Kurdle Company, Baltimore, Maryland, as a director of the Baltimore Branch of the Federal Reserve Bank of Richmond for the unexpired portion of the term ending D ecember 31, 1966. Castle W. Jordan, President, Ryder Systems, Inc., Miami, Florida, as a director of the Jacksonville 1Branch of the Federal Reserve Bank of Atlanta for the three-year term beginning January 1, 1966. !rank G. Smith, Jr., Vice President, Mississippi Power and Light Company, Jackson, Mississippi, as .! d irector of the New Orleans Branch of the Federal 1,(eserve Bank of Atlanta for the three-year term beginning January 1, 1966. Secretary's Note: It having been ascertained that Messrs. Jordan and Smith would accept, appointment telegrams were sent to them on December 20, 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -12- John W. Sheldon, President of Chas. A. Stevens & Co., Chicago, Illinois, and a Class C director of the Federal Reserve Bank of Chicago, 144s,:222.2iaLtst Deputy Chairman of the Bank for 1966. By this point in the meeting, the various representatives of the Legal and Examinations Divisions who had been present for the consideration of particular legal or bank supervisory items had withdrawn from the room. Messrs. Johnson, Director, Division of Personnel Admin- istrat. ion, Kelleher, Director, Division of Administrative Services, and. Q chwartz, Director, Division of Data Processing, entered the room at this point. .1..pard budget for 1966 (Items 15 and 16). There had been dis- tribLtced to the Board with a covering memorandum from the Controller dated December 6, 1965, a proposed Board budget for the calendar year 1966 in the total amount of $9,811,000. $941,000 al":3nt The proposed budget was (10.6 per cent) higher than the 1965 budget, and it was $877,000 (9.8 per cent) more than estimated expenses of $8,934,000 felt 1965. The proposed budget reflected an increase of $367,200 in personal v lees and $553,500 in nonpersonal services. The increase in personal 8ervices reflected factors such as the full-year effect of the general P4Y irlereaSe for Board employees, the additional cost of new positions 4" Pc)sitions vacant part or all of 1965, and the estimated cost of 1 413111/a Prospective salary adjustments. The increase in nonpersonal http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -13- services reflected, among other things, provision for architectural expenses related to the planning of an annex building across "C" Street, the cost of certain alterations to the cafeteria facilities, and e stimated costs relating to the rental of a new computer. The inc reases in the personal and nonpersonal accounts were partially °ffset by an estimated decrease in expenditures for economic and Other surveys. Mr. Kakalec pointed out that 75 per cent of the proposed bud get of slightly less than $10 million represented the cost of salaries and employee benefits. A major increase in the budget for salaries was attributable to expansion of staff, with 22 positions established thus far in 1965 and 22 more proposed in 1966. tuning After major areas of increase in nonpersonal services accounts, he noted that in the area of economic and other surveys the December 6 rtiernor andum indicated a net decrease. However, it also showed that estimated expenditures in 1966 would exceed $300,000, of which nearly 60 Per cent ($175,000) represented the cost of banking markets surveys. Following Mr. Kakalec's summary, Governor Shepardson commented that as the Board would recall, early this fall he had sent a memorandum to each division head requesting information as to economies realized thro Ugh elimination of nonessential activities and through improvement in tIlanPower utilization. Each division also had been requested to Pr°vide a listing of activities that might be discontinued if it should http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4. 12/15/65 . P 414 -14- be determined that a 5 per cent reduction in the budget was required. Later he had sent to the Board members a memorandum outlining certain savings that had been achieved or were being achieved by the respective divisions. Governor Shepardson also said, in this connection, that he had d iscussed with Mr. Young the work involved in the preparation by the Division of International Finance of papers relating to the economic position of foreign countries. in co Such papers were prepared principally nnection with the renewal of reciprocal foreign currency (swap) attangements. He and Mr. Young had discussed moving to abbreviated P4Pers, and if the Board members had any comments or reactions as to Ilhether this would be desirable, either he or Mr. Young would be glad to l'eceive them. There had been reports from the divisions, he added, Of "me relatively minor savings in several areas, along with suggestions for certain procedural changes that might result in savings. Some of the latter involved matters, such as the style of Board minutes, that the Board might want to discuss at greater length later. Governor Shepardson concluded his comments by pointing out that it seemed generally agreed that most of the possibilities for ant savings depended upon whether or not the Board wished to Various program activities. In other words, there seemed to b e -ittle prospect of making substantial budget reductions without 10 1?4 - ag at the basic programs. In this regard, he observed that to http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -15- a large extent the major costs were directly or indirectly concerned with or related to research programs or to construction and equipment Prngrams. Accordingly, Governor Shepardson suggested that Mr. Brill review the broad outlines of the program conducted by the Division of Research and Statistics, looking toward expressions by the Board as to whether significant reductions might be made in any of the areas Qf 4ctivity. Mr. Brill indicated that the current program of the Division fneused nn the following categories of activity: (1) basic research underlYing certain economic and financial relationships; (2) improvement of statistics; (3) major studies requested by the Board; and (4) enninlunication of staff analysis to the Board and the Federal Open 14arker Cormittee. Mr. Brill went on to discuss in some detail the tegories of the Division's work that he had outlined. Following Mr. Brill's comments, Governor Mitchell commended the 'search program in its broad outlines. However, he thought the staff e xperienced some difficulty in distinguishing between information Of ''nneral interest and information vital for policy formulation at any given time. in There was some tendency to issue material repetitively Particular format and according to a prescribed schedule, thus 4114cing the possibilities for creative effort. He urged, among other ththgs, s ubstitution of tabulations for excessive verbalization in tePorts. He then spoke of the $175,000 budgeted for banking markets http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -16surveys. While he favored the idea of such surveys in principle, he cautioned against a degree of repetition that might yield diminishing returns. Governor Maisel observed that he, too, had been concerned about the w orkthat was involved in certain programs in relation to their alue from the standpoint of decision making. He suggested analysis °f the cost of various research projects in terms of their relationship to „ P0 icy decisions, with a view to allocating funds and manpower to the ost vital areas in appropriate proportions. There followed a general discussion of certain types of memod istributed to the Board on a continuing basis that might be submitted in su 8 Made Placed ary form or on a less frequent schedule. Reference to the complication sometimes involved due to the reliance on the Board's staff by the Federal Reserve Banks and by Govern- Trterit dePartments and agencies for various kinds of information. The taff indicated that the problem of meeting diverse needs was under cont. lluing study. Chairman Martin then observed that the best possible research effort directed toward the decision-making process should be conducted. him, this was the essence of the matter. d the fi The Board could, of course, financial resources for doing a quantity of work, but neither ancial nor human resources should be wasted. The main emphasis of the s Board, research program should be on quality, and he felt the Progtam had been moving in that direction. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -17- Governor Shepardson summarized by saying that the program described by Mr. Brill appeared to be regarded as generally appropriate, with indication that it should be pushed forward. At the same time, c,.ontinued attention should be given to locating areas where routine work c°uld be curtailed, thus releasing manpower for more productive efforts. Turning to the subject of the proposed annex building across "G" st , et, Governor Shepardson said that the work on plans for that building had been slowed temporarily because of certain changes in the Pers°uhel of the architectural firm. He hoped, however, that within a short time a different, and more desirable, proposal would be forthCOmin g. reaA `-'37 to Meanwhile, the firm of Raymond Loewy/William Snaith, Inc., was present the second phase of its study of space utilization in the Present building, but it appeared that implementation of that firm t s P°Posals, even if they were accepted, would have to be deferred pending the ava ilability of space in the annex building. On the matter of cafeteria facilities, Government Services, Inc., had been consulted. Ihr°4gh that organization a study of possible alterations to the eet.6ria (not including the dining room area) was being made, particularly with a view to operating two serving lines. He suggested that the Board authorize entering into a contract with a consultant for Platls for the proposed remodeling, which was expected to involve a ()at. of aPproximately $105,000. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 41 12/15/65 -18- Governor Mitchell noted that no final decision had yet been 'made as to the functions that would be performed at the proposed relocation site at Culpeper, Virginia. There was also the question 1 what might be done in the area of allocating responsibility for bank supervision at the Federal level, along with the possibility of dele6 tion of certain functions by the Board to the Reserve Banks. These factors left the question of future space requirements unresolved. A related question was whether the Board desired to stay in the present building. Although the Board probably would not want to discard it, some extensive renovations would soon be necessary. All of these hings suggested that further consideration should be given to 111.°13eble future space requirements incident to determination of the need f -or an annex building. Governor Shepardson said that he thought Governor Mitchell had raised valid points. However, he also thought that they were being taken into account. The first part of the Loewy/Snaith study had in dicated that all present personnel could be accommodated in the existing building, but it developed that this would involve a de grep - of crowding that probably would not be acceptable. On restudy, the L °e14Y/Snaith firm had tried to make a more realistic appraisal in light of pertinent factors, including possible expansion of certain activ. . Ities and the effect upon space needs. The firm now felt, and the b '°ard's staff agreed, that a desirable layout would permit taking http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis I1 12/15/65 -19- care of only a portion of the divisions of the staff in the present building. The impact that might result from delegation of certain functions to the Reserve Banks was difficult to measure in terms of Space requirements. As an example, the impact on the examinations function of delegations of authority or a restructuring of bank suPervisory responsibility would obviously have a collateral effect On other areas of the Board's work, but in terms of space requirements the result might not be too significant. As to the Culpeper installatioa ) account had been taken of present plans for activities at that location, and space was not being provided for those functions in an allnex building. In sum, the space being visualized for the annex building was not believed to be excessive, even allowing for the Pessible divestment of certain functions, in the light of reasonable e)q)ectations of future growth. Governor Maisel said that he had some preference for trying to e°ntain operations in a single building. He did not feel that he knew enough about the problem to reach a conclusion at this juncture. Ilove ver, he gathered that the Board, by approving the proposed budget, Ives oot committing itself either to the construction of an annex building or remodeling of the present structure, and that further Q'otisideration could be given to the matter following the Loewy/Snaith 14'esentation. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -20- Governor Shepardson replied that authorization to remodel the Present cafeteria facilities was the only commitment by the Board that was being suggested at this stage. At the conclusion of further discussion, the proposed budget fc'r 1966 was approved unanimously. It was understood that this action included authorization for remodeling the present cafeteria facilities at a cost estimated at approximately $105,000, as provided in the 1966 budge, L. Tables su tarizing the approved budget are attached to these minutes as Items 15 and 16. Secretary's Note: Under today's date a letter was sent to Clifton M. Truesdale, Springfield, Virginia, confirming arrangements for the retention of his services in developing a plan for the cafeteria expansion and modernization. All members of the staff then withdrew from the meeting and the Ils3ard Went into executive session. The Secretary was informed later by Governor Shepardson that during the executive session the following actions were taken by the ilnard ef fective January 1, 1966: object_ 1. Travel. The Board expressed its concurrence with the ulettior, --3-Ve of the President, as stated in the Bureau of the Budget um of August 23, 1965, regarding reduction of travel cost to th folim- essential minimum. In this connection, it approved the -wing directives: ci (a) Air transportation. In general, less than first.„ass accommodations will be used except in situations where -,Itirst class is clearly justified as determined by guidelines c(ip_ be worked out by the Controller and the Board member in narge of internal affairs. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 41 12/15/55 -21- (b) Hotel room reimbursement. In cases where a Board employee is accompanied by his wife, reimbursement for hotel room shall be on the basis of single occupancy cost. In cases where the double occupancy rate is the same as the single rate, this fact shall be attested by attachment of a copy of the hotel rate schedule or other satisfactory evidence. , (c) Gifts to hostesses at private parties and unusually large gratuities are not to be considered reimbursable expenses. 2. Luncheons and Dinners for Official Visitors. The 4 ard r lun eaffirmed its approval of the present program of official tbecueons and dinners as beneficial and desirable. It also approved following specific directives in connection therewith: (a) Cost of official group luncheons to Board employees shall be $1.00 per person, with the difference between that amount and the normal charge for such luncheon to be charged to the budget item for official dinners, etc. (b) Small luncheons tendered by Board members or senior officials of the Board staff to distinguished visitors shall normally be held in the Board building. Justifiable exceptions all be cleared with the Board member in charge of internal affairs. b .(c) Due to lack of evening dinner facilities in the Board : 111ding, small dinners tendered distinguished visitors by ':121Pr priate individuals may be scheduled outside the Board 0 :1.111ding and reimbursement authorized, subject to clearance ith the Board member in charge of internal affairs. the to 3. Due to the pendency of the Board's building program, staff ard directed that extensive refurbishing or refurnishing of advan °Iflces be deferred until the building program is further sary-ced. This does not preclude first-class maintenance or necesrePlacement of existing furniture. set f, 4. The Board approved purchase of a suitable television the Board library and such sets for Board members' offices Liclividual members may desire. The meeting then adjourned. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4.1 12/15/65 -22Secretary's Notes: On December 13, 1965, Governor Shepardson approved on behalf of the Board the following items: pr Telegram to the Chairman of the Federal Reserve Bank of San , eancisco (copy attached as Item No. 17) authorizing the Assistant deral Reserve Agent to produce certain currency records in connec°4 with a tax proceeding. 4 mend.Memorandum from the Division of Administrative Services recomlng acceptance of the resignation of Hubert L. Steward, Messenger that Division, effective at the close of business December 15, 1965. On December 14, 1965, Governor Shepardson approved on behalf of the Board memoranda recommending the following actions relating to the Board's staff: I-'a-tLY...Increases effective December 191 1965 $5 J°Yee A. Matile, Stenographer, Legal Division, from $4,641 to '81 Per annum, with a change in title to Secretary. Stat.Margaret I. Ratcliffe, Clerk-Typist, Division of Research and lstics, from $4,149 to $4,289 per annum. from jc)Yee J. Wood, Stenographer, Division of Research and Statistics, -u $4,641 to $4,797 per annum. P atricia L. Gannon, Secretary, Division of Examinations, from 854 to $7,046 per annum. $4,647il1icent R. Hudnall, Stenographer, Division of Examinations, from to $4,797 per annum. 1)arre11 Pepper, Chart Machine Operator, Division of Data Processing, $5,181 to $5,352 per annum. 141arY Ann Rose, Clerk-Typist, Division of Data Processing, from t° $4,289 per annum. On December 14, 1965, Governor Shepardson noted on behalf of the Board a memorandum advising that Sampson H. Bass, Assistant Controller, had filed application for retirement, effective December 31, 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/15/65 -23Governor Shepardson today approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Chicago (copy attached as Item No. 18) approving the appointment of William E. Ruddy and John P. “ .lnklein as examiners. ti Memorandum from Mr. Young, Senior Adviser to the Board and reret°r, Division of International Finance, dated December 15, 1965, toeommending that Robert Solomon, Adviser to the Board, be designated to serve on a task force being established by the Bureau of the Budget review the so-called "gold budget." bee Memorandum from Mr. Sherman, Secretary of the Board, dated in ! Tiber 10, 1965, requesting approval of specified overexpenditures accounts of the 1965 budget of the Office of the Secretary. t Memoranda recommending the following actions relating to the °ard's staff: "La-Lil&jacreases effective December 1965 to $58ern1ce Bell, Stenographer, Division of Examinations, from $4,641 '181 per annum, with a change in title to Secretary. fro San Chapman, Personnel Clerk, Division of Personnel Administration, m $4,289 to $4,641 per annum. Sel„ .---21-1 .2creases effective January 2, 1966 om lalcile R. MacLean, Librarian, Division of Research and Statistics, 98,749 to $9,003 per annum. fr DOrOthy S. Projector, Economist, Division of Research and Statistics, °m $15,696 to $16,204 per annum. $9,26; 1 °Yal Shipp, Economist, Division of Research and Statistics, from t° $9,573 per annum. A from Li4-La L. Cochran, Stenographer, Division of Personnel Administration, $4,641 to $4,797 per annum. tioo,Robe f rt Sampson, Personnel Assistant, Division of Personnel AdministrarOm $8,961 to $9,267 per annum. Ger„A E. Phillips, Messenger, Division of Administrative Services, $3,507 to $3,626 per annum. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - 419' 12/15/65 -24- ireases, effective January 2, 1966 Irving Gedanken, Statistician, Division of Data Processing, from 696 to $16,204 per annum. _ Kate G. Mogerman, Draftsman, Division of Data Processing, from b41 f`-'3' 6 y4,797 per annum. Bonnie Brooke, from the position of Statistical Assistant in the "of Research and Statistics to the position of Digital Computer pro sl a"graalmer in the Division of Data Processing, with no change in basic ' 4431 salary at the rate of $5,181, effective December 19, 1965. Of ?e t a 3. Chavis, from the position of Stenographer in the Division biwr.sonnel Administration to the position of Stenographer in the 1-On of Administrative Services, with no change in basic annual sal. " arY at the rate of $4,797, effective December 19, 1965. efOalmann Schaefer, Statistician, Division of Data Processing, tive at the close of business December 24, 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - 41 Item No. I 12/15/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, 0. C. 20118I AOONVIS OfflOIAL. OORPMSPONOENCIt TO THE SOARO December 15, 1965 Board of Directors, St. Joseph Valley Bank, Blkhart, Indiana. G entlemen: The Board of Governors of the Federal Reserve System ?proves the establishment by St. Joseph Valley Bank, Elkhart, . 21diana, of a branch at 351 West Market Street, Nappanee, Indiana, Provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, 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 Item No. 2 12/15/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL. CORRESPONDENCE TO THE BOARD December 15, 1965. Vestern Bancorporation International Bank, 61 Broadway, New York, New York. 10015 Centlemen: Reference is made to your letter dated November 1, 1965, enclosiArtic g a COpy of a resolution adopted by the shareholders amending the stoo, es of Association of your Corporation to increase the capital 40 to $7,500,000, consisting of 750,000 shares of the par value of ea The Board of Governors approves the amendment to Article Cove 441 °f Your Articles of Association. Please advise the Board of tnors when the capital increase has been effected. As requested in your letter of October 27, 1965, addressed to the . Federal Reserve Bank of New York, the Board of Governors grants cons chaR-nt for Western Bancorporation International Bank ("WBIB"), to pur1 snd hold approximately 136,340 shares, par value Pesos 100 each, Of 4 iliPPine Commercial and Industrial Bank ("PCIB"), Manila, : PPinea, at a cost of approximately $3,846,150, provided such shat as are acquired by December 31, 1967. In this connection, the goarexcess Of is alSO approves the purchase and holding of such shares in Per cent of WBIB's capital and surplus. ties Of -, Section 211.9(b) of Regulation K, which relates to "Liabilione borrower," provides, in part: 1:Except as the Board may otherwise specify, the total liauilities to a Corporation of any person shall at no time "eeed 50 per cent of the Corporation's capital and surplus, °r 10 per cent thereof if it is engaged in banking. In this : ) 1 1ragraph 'liabilities' includes: any obligations for money oorrowed and shares of stock; . . • ,1113Ject ff -0 continuing observation and review, the Board suspends, urther notice, the provisions of the above-quoted portion of Seeti' the (2 1 11- 9(b) to the extent that the investment by vall in , 13teck°r percentage the exceed to "liabilities" : ; 4 P0IB would cause 414itn stated therein. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis AL RESERVE SYSTEM BOARD OF GOVERNORS OF THE FEDER - 4E1‘,4 - r- Weet ern Bancorporation International Bank -2- understanding that The foregoing consent is given with the the loans and rvestment now being approved, combined with other foreign will Bank, ornia Calif d nvestments of your Corporation and Unite ' rtot the d excee to s tment gulAcause the total_ of such loans and inves effx,elines established under the voluntary foreign credit restraint ion is being given to the mTrt now in effect and that due considerat orities contained therein. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 3 12/15/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON OFFICE OF THE CHAIRMAN December 15, 1965. T '7.s Robert M. Raymond, i;,,Dunemere Drive, "lls, California. 92037 Dear Mr. Raymond. r" November 24, 1965, .tardin This is in reply to your letter of order g the Board's statement issued in connection with its calif aPProving the application of Union Bank, Los Angeles, SatIT, rnia, to merge with Republic National Bank of San Diego, 'ago, California. When a bank submits an application presenting factors rea reac6 soning in support of its request, and when the Board -8 a decision on the basis of its evaluation of those and othe, reas- a lable data, it may be that the official statement of .,Ionodini:hfvaicjlethe action will prove embarrassing to some persons. Board endeavors to guard against statements that this needlessly have such an effect, it is difficult to see how ,always be avoided, particularly in view of the requireIllentscan toOz the bank merger legislation. The Board has an obligeatm afi: make available to the public the reasons for its approval, r eviewing this case in detail it is the Board's judgtrient hat the that statement reflected the facts before it. The Board regrets any misunderstandings that may have :Qm its statement, including any implications that you %ay tevf as derogatory to you personally, even if not so intended. arisen Sincerely yours, (Signed) Wm. McC. Martin, Wm. McC. Martin, Jr. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 4 12/15/65 SOARED OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE SOAR° December 15, 1965 11r. L pet, eland M. Ross, Vice President, eb.etal Reserve Bank of Chicago, "1-cago, Illinois. 60690 1)eat. Mr. Ross: transmitting This refers to your letter of November 15, 1965, may affiliate "equest for information as to whether a holding company deo to 4are a stock dividend based upon its equity in undistributed net inrile of subsidiary banks. As you know, before a holding company affiliate obtains a the itb Permit from the Board, it is required by section 5144(e)(4) of ofacevised Statutes to agree that it will declare dividends only out law is totual net earnings. The apparent purpose for this provision of Howearnings. net eller Prevent a distribution of assets above actual 1.4.4 Paragraph (7) of the application for a voting permit (Form P-1), ; I e-r the holding company affiliate agrees to this provision of law, N distribution 81Y excepts "stock dividends" as there would be no of assets. 7199), the In a letter dated November 15, 1939 (S-192; FRLS 11')ard to t_ stated that actual net earnings generally should not be construed tot7lude earnings of subsidiary banks which have not been distributed ttlaI holding company affiliate. Since stock dividends do not result listribution of assets, it is the Board's conclusion that a holding totpa: proportionate inter1? 1 affiliate may pay a stock dividend from its est 1., its 8'. the undistributed income, or surplus from increase of equity, of income or surplus ii,idiaries, provided (a) that such undistributed affiliate in company 4 1ded in the capital accounts of the holding 44 : statements, financial 4O,01 (Z'llal reports to the Board and in published with accordance tell4") that any such dividend is accounted for in of contravention in 314fte accepted accounting principles and is not 4a:cl• TY Very truly yours, (Signed) Merritt Sherman http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Merritt Sherman, Secretary. 4-1 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 5 12/15/65 WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD , December 17, 1965. Mr. Edward T. Crowder, Clearance Officer, Office of Statistical Standards, Bureau of the Budget, Wa shington, D. C. 20503 Dear Mr. Crowder: In September 1964, the Budget Bureau approved on an exy, --rerimental basis a questionnaire to be used in connection with :quarterly survey of bank lending practices to be conducted for E_Period of about one year with approval expiring in December 1965. 44tension of the survey in its present form, through June 30, 1966, 4-8 requested. A System Committee has just completed a preliminary review of 8 urveY results over the past five quarters. Comments were obtained ,rorn „ „ the academic community, from about one-fourth of the respondent bank c0 , and from users of the information within the System. The thnsensus was that the survey should be continued. It was found that ane costs of the survey are small and it provides policy makers with Natindependent measure of changes in credit availability at the theien T e largest banks. The survey would be particularly useful to ch SYstem during a period when monetary policy was undergoing rapid ange, particularly if this involved a change in direction. could , While the Committee feels that the usefulness of the survey be increased by changes in the reporting form and in coverage, forwill not be able to complete its work on these proposed changes Qv., several months. Pending receipt of its final recommendations, fo7 Board has approved continuation of the survey in its present 414 through the middle of next year, As indicated in the supporting statement submitted with our r tea_ equest of August 24, 1964, the reporting is not burdensome on co vc)ndents--the 81 large banks in major cities throughout the lintrY that regularly report quarterly figures on interest rates http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF aDVERNORB OFTHC Ed ard T. C er FEDERAL RESERVE !SYSTEM -2- oh business loans. Completing the lending practices questionnaire requires only about 15 minutes of a senior bank officer's time. The cost to the Federal Reserve of compiling and summarizing the data is nominal. The survey is presently conducted as of the 15th of March, !el September, and December and coincides with the quarterly erest rate survey. Plans are underway, however, to shift the ,4111ing of the latter survey to the first 15 days of February, May, 4hgust, and November. When this occurs, the timing of the lending Practices survey will be changed accordingly. Enclosed are three copies of Form 83. et n ion to this request will be appreciated. Your prompt Very truly yours, Merritt Sherman, Secretary. °sures. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4.1 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 6 12/15/65 WASHINGTON, D. C. 20551 AODRESS °maim. CORRICOPONDIENCIE TO THE BOARD December 16, 1965. Dear. Sir: Committee In the summer of 1964, the System Research Advisory and the Presidents' Conference recommended and the Board authorized 4 quarterly survey of changes in bank lending practices to be conon an experimental basis for a period of about one year. the survey was designed to complement the quarterly interest rate survey and give the System a better knowledge of the extent of Changes in nonrate terms of bank lending about which little information is available from other sources. ary review A System Committee has just completed a prelimin those users of and e Committe of survey results. The consensus of the the that is d solicite of the information from whom comments were the that feels e Committe survey should be continued. While the survey can be improved by some changes in the reporting form and in coverage, it will not be able to complete its work on the proposed recommendschanges for several months. Pending receipt of its final its in survey the of tion the Board has approved continua year. next Present form through the middle of conducted as The next lending practices survey will be Budget Bureau naire, question present °f December 15, 1965, using the The Budget !PProval for which expires at the end of this year. through the form this of use the e authoriz Bureau has been asked to the middle of next year. Plans are underway to shift the timing of , February of 2Uarter1y interest rate survey to the first 15 days of the timing the occurs, this When vlaYs August, and November. , tending practices survey will be changed accordingly. Very truly you Merritt Sherma Secretary.' 10 THE http://fraser.stlouisfed.org PRESIDENTS Federal Reserve Bank of St. Louis OF ALL FEDERAL RESERVE BANKS. - 41( , BOARD OF GOVERNORS OF THE Item No. 7 12/15/65 FEDERAL RESERVE SYSTEM WASHINGTON OFFICE OF THE CHAIRMAN December 15, 1965 The Honorable Wright Patman, Chairman, °mIllittee on Banking and Currency, /4a (3/Ihse of Representatives, -8"ington, D. C. 20515 ii tlear Mr. Chairman: October 26 and This is in response to your letters of (1) a legal 11ev_ernber 24, 1965, asking that you be furnished with : interpretation of the Board as to hum with respect to a recent Act of 1933 to a pro --e applicability of section 32 of the Banking York to establish a 4c0t8al by the First National City Bank of New proposal by 1,47ingled investment account", (2) an analysis of a acquire the stock Manhattan Bank, National Association, to 1,91ase York, in the light ,bertY Bank and Trust Company of Buffalo, New Of til section 7 of the Clayton AtIti"e Board's responsibilities under legality under uat Act, and (3) a consideration of the sec bank of the controlling stnern 32 of the acquisition by a national engaged in activities of the kirLd' °f a securities business primarily described in that section. a memorandum In accordance with your request, I enclose Prepa_ the legal to respect cons.'ad in the Board's Legal Division with in 1933 of Act Banking con lderations under section 32 of the commingled proposed Bank's itr.sction with First National City misunderstand stment account. However, it appears that there is a Board's to the time sequence involved in publication of the Bank had asOretation on this matter. While First National City the lioa!d the Board for an interpretation on this point last March, letter expi.-cl did not respond until July 22, 1965, when it wrote a this interpretation esaing its views. When a general interest in bej of the interpretation were ree:Te apparent, and requests for copies usual practice, authorized formal Ptibl ed, the Board, following the September 29, 1965. ' cation of the interpretation under date of That is "suppressed" question were not el/id the Board's views on the concerning the matter prior to that date. ent from the news stories of section 21 to the Concerning the possible applicability Atop° the Board for many years has Sal by First National City Bank, http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis The Honorable Wright Patman -2- f°11°Wed t&Vity--e policy of not expressing views as to whether a certain tbi.Q --Y would violate a criminal statute, and it continues to believe i .P01icy a sound one. The Board is not a criminal court, and the mp1 _: lca tions of expressing the view that certain action would be cri utlnal might be very serious indeed. This does not mean, however, that thet eviszl °ard refrains from issuing warnings in appropriate cases, as is inst:nt from its interpretation in this matter. Indeed, in the present Firstnce, the Board suggested in its letter of July 22, 1965, that sect. National City Bank consult the Department of Justice on ,whether proprn 21 of the Banking Act of 1933 would apply to the bank s 14as ':sal to establish and operate a commingled investment account, and Informed subsequently that the bank had done so. With respect to Chase Manhattan Bank's proposal to acquire ! ck of Liberty National Bank of Buffalo, Chase has requested the to be to determine that consummation of that proposal would not cause it contjc7T! engaged "as a business in holding the stock of, or managing or compa-"lng banks", and would therefore not cause Chase to be a "holding the BnY affiliate" under section 2(c) of the Banking Act of 1933, or, if ard should determine otherwise, that the Board grant Chase a \io: 411d T; Permit entitling it to vote the stock of Liberty National Bank propo ust Company that would be held by Chase upon consummation of the bY th:ed transaction. These requests are now under active consideration E°ard, and we will be glad to advise you of the Board's decisions respecte thereto. the st t7 cons 1,11: 1 11 tion of Chase's proposed acquisition of the of7 National Bank and Trust Company would violate section th ft14. . laYton Act could, of course, be determined only on the basis cornpet Lnve stigation that would assemble all data relevant to the &nstit ft,ive effect of the transaction. As you know, the Board may (Icilliss7-e proceedings under the Clayton Act with respect to the that tilsti°fl of stock of a bank only if the Board has reason to believe prolitsile -cquiring corporation "is violating or has violated the atitbor ;-ns of section 7 of that Act" (15 U.S.C. 21). The Board's ?d ,tate lit,Y in this respect is in contrast to that of the several Unite 41e As strict Attoreys, who are authorized, under the direction of , t s, htt r , to e ( 11 , -eY General, to institute proceedings under the Clayton Act ;sup rre went and restrain" violations (15 U.S.C. 25)1 You may be ;oar(' h the owever, that, to the extent that it may become necessary, of .&ts re"ill carefully consider the proposed transaction in the light sp°ns ibilities under the Clayton Act. tSit fOck of 4ction 1 You also ask for the Board's views "on the legality under ()f a se -j2 of the acquisition by a national bank of the controlling stock curities business engaged in dealing in, underwriting, purchasing http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis The Honorable Wright Patman -3- 11 1 112(1 selling securities" in a fashion not permitted by the provisions of se_U.S.C. section 24, that is to say, broadly speaking, engaged in the curities business as principal, rather than as agent on behalf of Others. Section 32 provides in relevant part that "No officer, director, or employee of any corporation or unincorporated association, no partner or employee of any Partnership, and no individual, primarily engaged in the issue, flotation, underwriting, public sale, or distribution, at Wholesale or retail, or through syndicate participation, of stocks, bonds, or other similar securities, shall serve the same time [sic] as an officer, director, or employee of any member bank. IliethBoard has always attempted to interpret this section in accordance kiedo the mandate of the Supreme Court in the Board of Governors of the or ral Reserve S stem v. Agnew case, that the statute is a "preventive difroPhylactic measure" (339 U.S. 441, 449 (1947)). However, it is or iicult to develop any theory, from the language of the section itself, Of lI the light of its legislative history, under which the ownership , without more, would bring the section's prohibition into a , StockPl Section 32 is directed at certain specific individual inter1?4r a, elationships, as "officer", "director", "employee', or "partner , nov_ L b usiness activities of an "individual". Ownership of stock is "ere mentioned. \/eu1dHowever, it seems probable that the situation you have in mind 1933, °me within the purview of another section of the Banking Act of cion 20 (12 U.S.C. § 377), which forbids any member bank to be act:i 4 4 :Tr in any manner described in section 2(b) hereof" with any sectiities business engaged in activities of the kinds described in that olltler°n. Among the types of affiliation covered in section 2(b) is the shareshiP or control, by a member bank, of a majority of the voting for tisl °f a corporation or of more than 50 per cent of the shares voted e election of the corporation's directors. In addition, of course, paragraph Seventh of 12 U.S.C. seetio forbidn 24 (section 5136 of the Revised Statutes) would seem clearly to sta te acquisition of such shares by a member bank. That paragraph that "Except as hereinafter provided or otherwise permitted by lata °thing herein contained shall authorize the 'purchase by the s5,3c; °f atr-j,ati°n [national bank] for its own account of any shares of stock .c°r not aware of any other provision of Which Poration." The Board is would override this prohibition. Sincerely yours, (Signed) Wm. McC. Martin, Jr. Wm. McC. Martin, Jr. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4111, BOARD OF GOVERNORS Item No. 8 12/15/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON OFFICE or THE CHAIRMAN December 15, 1965 The Ho norable Edward V. Long, United States Senate, Washington, D. C. 20510 1)sar Senator Long: acco This will acknowledge your letter of December 10, 1965, mPanying memorandum, in which you requested the Board of Cove supPInors to consider issuing an amendment to the December 6, 1965, rate ement to Regulation Q, to provide that in those States where the srat_°f interest payable by banking institutions on time deposits of Re' moneys is set by statute at the maximum rate prescribed by „ gulati „ta u r °n the maximum rate of interest payable on such funds V.n y the same as set forth in the Supplement to Regulation Q prior to the issuance of said Supplement. The memorandum to „PanYing your letter suggests adding the following new paragraph (c) e Regulation Q Supplement: q, ‘c) Where, by the provisions of any state statute, the rate of intrest payable by banking institutions on time deposits of state moneys shall be the maximum rate bt interest which by federal law or regulation a member ank of the Federal Reserve System may from time to time Pay on time deposits, the maximum rate set forth in Paragraph (a) above shall not apply to such time deposits ': I state moneys and the maximum rate of interest payable 2T member banks of the Federal Reserve System on such time of state moneys shall be the same as that which w .as Was applicable to such deposits immediately prior to the issuance of this Supplement. This amendment shall be et roactive to December 6, 1965." The Board is of the opinion that it does not possess legal author. also to amend Regulation Q in the manner suggested. The Board by doubtsanb be proper for it to amend the Regulation this Y meanswhether it would that might be legally available in grder to deal with situation. 4tes The authority of the Board to prescribe maximum interest 1.111 deposits is derived from the thirteenth paragraph of secOf the Federal Reserve Act (12 U.S.C. 371b), which provides he Board http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis The Honorable Edward V. Long -2- • . shall prescribe different rates for such payment time and savings deposits having different maturities, subject to different conditions respecting withdrawal repayment, or subject to different conditions by reason of different locations, or according to the varying discount rates of member banks in the several Federal Reserve districts." • Ott or or As this provision of the Act indicates, the Board is required t° fix different ferent rates of interest on time and savings deposits accordoni!_ ca° one or more of the criteria enumerated in the statute. The th:lment that you suggest would fix a different rate of interest on one . sis of the nature of the depositor, a criterion which is not voul°1-L the four specified in the statute. Consequently, the Board tion. have no legal authority to effect such a change in the Regula- Under the provision of law above quoted, the Board may 1:lescrib • of „ e different rates based on "different conditions by reason loaxui4fferent locations". If the Board were to prescribe a different necerm rate of interest on this basis, however, the new rate would soieisarilY be applicable to all time deposits, and could not apply o4 a Y to deposits of State funds. It is considered unlikely that bankmendmeht of this kind would afford satisfactory relief to member Missouri since corporate and individual time deposits might be witlillcirta from Missouri banks and redeposited elsewhere. The Board is also of the view that even if the amendment Pr.°Pesed • cient t. In Your letter were legally permissible and would be suffiRev,_ " 3 satisfy the requirements of section 30.260(3) of the Missouri amerr Statutes, it would be inappropriate for the Board to issue an ferinment to an administrative regulation for the purpose of interg with a provision of State law. be ed For these reasons, the Board has concluded that it would not in orsable for it to make any change in the Supplement to Regulation Q er to deal with this matter. this We appreciate receiving the expression of your views regarding We ma all a-ter, and I wish to assure you that the Board took into account aspects of the problem before reaching its decision. Sincerely yours, (Signed) Wm. McC. Martin, Jr. Wm. McC. Martin, Jr. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 41.11 Item No. 9 12/15/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. • sib In the oft Matter of the Application of VIRGINIA BANKSHARES INCORPORATED, -41.10ND, VIRGINIA, for a„ s n -rFroval of the acquisition of voting --ur hes -r wrilliamsburg State Bank, _amsourg, Virginia. aft ORDER APPROVING APPLICATION UNDER BANK HOLDING COM'ANY ACT There has come before the Board of Governors, pursuant to Sect. "3(a)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1842(a)(2)) and section 222./:(a)(2) of Federal Reserve Regulation Y 0.2 CPR 222 .4(a)(2)), an application by United Virginia Bankshares Incorporated, Richmond, Virginia, a registered bank holding company, ()I. the 13°a d t s prior approval of the acquisition by Applicant of at 4nst 90 per cent of the voting shares of Williamsburg State Bank, 1.141ar'1sburg, 44i4sula the col, Virginia, a proposed new bank into which would be merged Bank and Trust Company and James-York Bank, both of Williamsburg, In accordance with section 3(h) of the Act, the Board notified allissi°ner of Banking for the Commonwealth of Virginia of receipt http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2Of the application and requested his views and recommendation thereon. The c °Inmissioner expressed no objection to approval of the application. Notice of receipt of the application was published in the ederal Register on July 2, 1965 (30 Federal Register 8500), providing 4110Pportunity for interested persons to submit comments and views with tesPect to the proposed acquisition. The time for filing such comments 44d views has expired, and all those received have been considered by the Board. IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said application be and hereby is approved, Provz .tded that the acquisition so approved shall not be consummated (a) /4.4.,_ l'flin seven calendar days after the date of this Order or (b) later q144 three months after said date, and that the Williamsburg Bank shall be ope 1741CLI--, ned for business not later than 4444. months after said date. Dated at Washington, D. C., this 15th day of December, 1965. BY order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Shepardson, Mitchell, and Daane. Voting against this action: Present but not voting: Governor Robertson. Governor Maisel. (Signed) Merritt Sherman Merritt Sherman, Secretary. (StAt) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 1[1 , Item No. 10 12/15/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. Alb - --- ---- Matter of the Application of WILLIAMSBURG STATE BANK for aPProval of merger with -allitisula Bank and Trust Company JailleS-York Bank. - ORDER APPROVING MERGER OF BANKS There has come before the Board of Governors, pursuant to the tatik St4t e ger Act of 1960 (12 U.S.C. 1828(c)), an application by Williamsburg Bank 1,14 '-4-11iamsburg, Virginia, a proposed new bank, for the Board's 41113r"al of the merger of that bank and Peninsula Bank and Trust cvtlpatiy, Williamsburg, Virginia, a State member bank of the Federal Reserve S8tetl) and j -ames-York Bank, James City County (post office address lllsburg), Virginia, under the charter and title of the Peninsula Bank T'at Company. Ntitisul As an incident to the merger, the two offices of N4lbeco::11k and Trust Company and the sole office of James-York Bank ter the offices of the resulting bank. Notice of the proposed in f°rm approved by the Board, has been published pursuant to http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2- Upon consideration of all relevant material in the light of the ,actors set forth in said Act, including reports furnished by the elrliPtrolier of the Currency, the Federal Deposit Insurance Corporation, arld the Attorney General on the competitive factors involved in the Pl'01)°sed merger, IT IS HEREBY ORDERED, for reasons included in the Board's Staterae nL accompanying its Order of this date concerning the acquisition Of will iamsburg State Bank by United Virginia Bankshares Incorporated, 4chrr na 43--, Virginia, that said application be and hereby is approved, Pro id ed that said merger shall not be consummated (a) within seven Q lendat days after the date of this Order or (b) later than three months after said date. Dated at Washington, D. C., this 15th dry of December, 1965. BY order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Shepardson, Mitchell, Daanes and Maisel. Voting against this action: ISEM.7) Governor Robertson. (S1g.:2.:6) Me/.Itt Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 42 BOARD OF GOVERNORS Item No. 11 12/15/65 OF THE FEDERAL RESERVE SYSTEM APPLICATIONS FOR THE ACQUISITION OF WILLIAMSBURG STATE BANK BY UNITED VIRGINIA BANKSHARES INCORPORATED AND FOR THE MERGER OF WILLIAMSBURG STATE BANK WITH PENINSULA BANK AND TRUST COMPANY AND JAMES-YORK BANK STATEMENT United Virginia Bankshares Incorporated, Richmond, Virginia ND'P'lcsnt"), 1. a registered bank holding company, has filed with the 13°ard,Pursuant to section 3(a)(2) of the Bank Holding Company Act °f 1956 ("the Holding Company Act"), an application for approval of the acquisition of at least 90 per cent of the voting shares of 1441-ialliabur'g State Bank, Williamsburg, Virginia ("Williamsburg Bank"), P"PC/Sed Will. lamsb new bank. Applicant also has applied for the admission of g Bank to membership in the Federal Reserve System, and helses to merge into Williamsburg Bank the Peninsula Bank and Trust PanY (" Peninsula Bank") ginia,1/ 3 qz U.S get and James-York Bank, both of Williamsburg, Incident to the merger proposal, Williamsburg Bank has pursuant to the Bank Merger Act of 1960 ("the Merger Act") .‘-. 1828(c)), for the Board's prior approval of the proposed under the charter and title of Peninsula Bank. Applicant t "1(18 t° operate the existing main office and one branch of Peninsula 44k aild main office of James-York Bank, respectively, as the main ott kicA and branches of the resulting merged institution. j but has a taTfl5b"es-York Bank is located in James City County considered is bank the Herein -"g uei Post office address. 4 I Located in Williamsburg. http://fraser.stlouisfed.org l Federal Reserve Bank of St. Louis -2- Views and recommendation of State supervisory authority. - As requirpA by section 3(b) of the Holding Company Act, the Board notified the vi rginia Commissioner of Banking of receipt of the application under rile A -- and "c requested his views and recommendation thereon. The Commissioner offer ed"objection to approval of the application. Subsequently, the Cheirm -art of the State Corporation Commission submitted a letter on behalf th eC°111mission recommending that the application be approved. tatutory factors.- Section 3(c) of the Holding Company Act quires (1) the the Board to take into consideration the following five factors: f. lnancial history and condition of the holding company and the barlks concerned, (2) their prospects, (3) the character of their managethe t, (4) convenience, needs, and welfare of the communities and the area Concerned, and (5) whether or not the effect of the proposed acquisition 14°41d be to expand the size or extent of the bank holding company system itIvolved z beYond limits consistent with adequate and sound banking, the Aubli riterest, st, and the preservation of competition in the field of * Under the Merger Act, the Board is required to consider, as ach of the banks involved, (1) its financial history and condition, (2). the cluequacy of its capital structure, (3) its future earnings 1)t Pe t '(4) the general character of its management, (5) whether its t()r P°1'ate rowers are consistent with the purposes of 12 U.S.C., Ch. 16 (the Fede ral Deposit Insurance Act), (6) the convenience and needs of to e http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - 42 -3- the r. "rnmunity to be served, and (7) the effect of the transaction on e°r5Petition (including any tendency toward monopoly). The Board may not aPprovetheit proposed merger unless, after considering all the factors, ilActs the transaction to be in the public interest. To the extent that the statutory criteria embodied in the IsPective statutes are substantially similar, the facts pertinent to both the h°1d4ng company proposal and the merger proposal are discussed in common Order to avoid repetition. Substance of the proposal. - The aforementioned proposed merger Part APplicant's over-all plan - will not be pursued unless Applicant's 4(1(1 on of the Williamsburg Bank is approved, In these circumstances, altheugh consideration has been given to the facts in relation to the statutory criteria embodied in both acts, the Board's Statement herein Qflect Principally its consideration of the application filed pursuant : `° tile Holding Company Act. This application involves, in effect, the 1)1:QIIesed acquisition by Applicant of the two existing banks, the Peninsula having depositsa/ of approximately $20 million, and the James-York qk, with d eposits of $2.6 million. k)t 1,Q11. to janles-York Bank was established as an affiliate, or "satellite", Insula Bank in 1956 when, under State law, banks were not permitted estab lish de novo branches beyond the limits of their home office city. Zi dta P°sit tiotcd at December 31, 1964. are as of this date. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Unless otherwise indicated, all banking 42 # 111c tw0 institutions are presently affiliated by reason of ownership of major: t. of James-York Bank's voting shares by James City Investment C(4,„ vnration, a holding company which is, in turn, owned by shareholders 1101di ' ng a majority of the shares of Peninsula Bank. The president and eclitive vice president of Peninsula Bank are, respectively, the presier ' dent and vice president of James-York Bank, and three of James-York Bank's seven d irectors are directors of Peninsula Bank. Because of the afore- 14Itintled existing affiliation, further evidence of which is contained tqs -ge record before the Board, James-York Bank may be regarded, for certab, PurPoses, as merely a third °face of Peninsula Bank, and it is so treted in various parts of this Statement, the two institutions being scrnetim,, —s referred to collectively as "the Banks". Apw, Financial history, condition, prospects, and management of ._,I.cant and the Banks, and other applicable banking factors. - Applicant, zi 4 e°mmenced operation as a bank holding company in January 1963, has subsidiary banks which, at December 31, 1964, operated 47 offices and ilqL(1 total deposits in the aggregate amount of $499 million. Its brief fitlatlei history is satisfactory. Similarly satisfactory are its condition and prospects, due primarily to the satisfactory conviiti°11 arid Prospects of its subsidiary banks. Applicant's management, lich is drawn largely from its subsidiary banks, is regarded as well : 14411.tiQd and experienced. Peninsula Bank and James-York Bank were organized, respectively, 4917 and 1956. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Peninsula Bank and a newly organized national bank, -5141Ach the 42, °Peued for business on December 8, 1965, are the only banks within City lirnits of Williamsburg, and they and James-York Bank are the °IllY banks 3/ in the combined primary service area of the Banks.- The fi liancia4 history, condition, prospects, and management of the Banks are considered satisfactory, However, Applicant foresees that, because of the t'aPid po pulation growth and increasing tourist trade occurring and anticiDated in the Williamsburg area, the present aggregate capital of the mergtrig banks will be inadequate to support anticipated future deposit growth Of the re suiting bank. Applicant therefore proposes to inject approximately $600 )000 of new capital into the resulting bank to meet foreseeable needs, 4nd to suPPly in the more distant future additional capital funds as reUnder Applicant's proposal, the Board finds the projected capital structure of wiiiiamsburg Bank to be adequate. While the Banks as now °113tittited could, in the Board's opinion, successfully meet additional : c Pital needs, their future financial condition and prospects, as a merged `11stittv. ' i'a under Applicant's ownership, appear more favorable in the light 4LPPlicant's proposed capital program. satis The proposed management of Williamsburg Bank is found to be f4ct°rY, since it will be composed of the Banks' present managements. asp 0E1 the basis of the foregoing, the Board concludes that those ts of APPlicant's proposal that relate to the banking factors are anks, -1-tom which Applicant indicates 84 per cent of the amount of Cdepo ?ambined deposits of individuals, partnerships, and corporations slts") originate. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -6discussed au ' ( the are consistent with the purposes of both the Holding Company Act Merger Act, and weigh in favor of approval under both acts. Convenience, needs, and welfare of the communities and area e°4Ce - Both offices of Peninsula Bank are within the limits of amsburg an independent city, and James-York's one office is in James eitYeaunty, just outside Williamsburg. The Banks' designated combined hititatY service area, which is also the primary service area projected for Ill'iliarasburg Bank, consists of the corporate limits of Williamsburg and the. sutt.(luriding suburban area in York and James City Counties within an 4111/r()Ximate five-mile radius of Williamsburg. af the area is 16,000. In the period 1950-1960, the population of Williamsburg and the Odjuitli 4g at The estimated population magisterial districts of York and James City Counties increased a4 annual rate which was substantially greater than that of the State et tile Nation. Tourists, numbering more than 500,000 annually, are the r4C)St iMportant (If the factor in the economy. Tourism has been a primary objective more than $72 million expenditure for restoration and capital improvein Williamsburg. The total employment at three area enterprises College of 141'aest and Mary, Dow Chemical Company, and the State's William mental health institution - contributes significantly to the main- 4444te of the local economy. Less substantial but similar contribution illade by fOur military facilities located within 12 miles of Williamsburg. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 42Pif There is no evidence in the record, nor does Applicant contend, that basic banking needs in the Williamsburg area are going unserved. RcIlever, Applicant claims, on the basis of its experience, that where a usefu 1 service is offered, it will be used even though the public had not Previa uslY been aware of a need therefor. Applicant asserts that the need such servce must be anticipated, made apparent, and thereafter served, alA that, ,y 0 SO doing, a bank can help promote the social and economic v/q.fare Of its service area, Services that Applicant proposes to introduce ()1'44:1rovc uPon in the 1.7illiamsburg area include a broad and convenient source for mortgage, floor plan, and college tuition loans, apartment and 71(kQl tinaheing, a revolving credit plan for individuals, and expanded t ust services. The record reflects that there exists a rather heavy local demand f()r Mo go loans, Of the services proffered by Applicant, the proposed a istanee t1.10 batiks with respect to mortgage credit appears most pertinent. The torre 6 ther have a relatively high ratio of loans to deposits, and Y loaned in the mortgage category. While Applicant's subsidiary als° may at times be heavily loaned and unable to participate exten- q\ily irl as sisting the Banks in handling mortgage credit demands, arrangebave been completed for the sale by Applicant's banks of mortgage 1411's t0 tiq'arr 1-ve insurance companies and a savings and loan association. Under tigement, the subsidiary bank originating a loan will continue to thQ loan on a fee basis, and will thus retain direct contact with borr. owers http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 42(. The Board concludes that considerations bearing on the convenience, Ilcleds, and welfare of the area concerned are consistent with approval of the 'ransaction proposed, and offer some weight for approval. f. Effect of the proposed transactions on adequate and sound banking, the Public interest, and banking competition. - Applicant's holding company sYstern, the largest banking system in the State, would have 7.2 per cent Of the ffices and 11.9 per cent of the deposits of all Virginia banks if the p ropoQ -al- were consummated, representing increases from 6.8 per cent arid 1 i. Per Cent, respectively. The four bank holding companies operating Vitgirlia (one of which is not registered under the Holding Company Act) control. 24.3 per cent of the offices and 27.0 per cent of the deposits all barl s, representing increases of .4 per cent and .5 per cent, retively. In the Board's judgment, such concentration is not so excessive, e ilIeither the Applicant's system or in all holding companies, as to preclude the furt her expansion here proposed. Significant in the assessment of the Qff et on the banking market of existing concentration is the fact that, in t(4 1 1112 1,4 Of total deposits, the second, third, and fourth in size of the seven St banki g — are independent banks, and those three m Virginia-' "systes"in institutions together hold 25.8 per cent of the deposits of b 4nks in the State. )IF bat r -peflected in this paragraph are as follows: Banking offices as 31, 1965, and deposits as of December 31, 1964, adjusted s.o kllAisit ' Ll mergers consummated and, for bank holding companies, all 31, 1965. o -tens either consummated or approved by the Board as of October S/ bey% ba which is fourth in size is practically the same size in terms Ilk hor-ts, as the fifth largest banking system, which is the second largest dirv, 6 company in the State. °Ct4 http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 'I2 , For purposes of determining the competitive effects of APraieant,S proposal, the Board has concluded that the Williamsburg area Con stitute _ the market area most directly affected by Applicant's pro' Posai. IQ this regard, the Board's attention was directed to the so-called l'Ner Peninsula Area, consisting of James City and York Counties and the 41dePendent cities of Williamsburg, Newport News, and Hampton, bounded by the York River on the north, the Chesapeake Bay on the east, and the j4les River On the south. However, in the Board's judgment, the Lower Pooinsula Area is not a relevant or realistic market area for purposes of the present analysis for the reason that Williamsburg, viewed either th terms of its political or natural boundaries, is isolated from other krtions of the so-called Lower Peninsula Area, resulting in its being 4latively free from the force of banking competition from and with that area. Inasmuch as the newly opened national bank is the only other 11444g in stitution operating in the Banks' combined primary service 414$ COnsuitnt0n of Applicant's proposal would result in its control °f three of four offices and substantially all of the deposits in the Iltlitartisburg area. This result has significance with respect to its 4 ot (41 co mpetition both between Peninsula Bank and James-York Bank, atkl b etveen the Banks and the new national bank. The long-established lation between the Banks, by virtue of comnon majority ownership N.rimon e xecutive managements, effectively negatives the existence http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -10Of - 42 fly s ignificant actual competition between them and makes unlikely measurable future competition. The latter conclusion appears all the twre valid in view of the lack of any evidence in the record that the e/cistin6 a ffiliation is lnely to terminate. With respect to the 13°ardts conclusion regarding the lack of present or likely future competition between the Banks, the Board concurs in the view expressed by the State Corporation Commission that the Banks are "virtually one institution". It may be reasonably concluded that the competitive situat1411 in the Williamsburg area will not be changed measurably by consum- N.tion of A pplicant's proposal. The recently opened national bank in Williamsburg may be e)(1) Led to increase banking competition in the area, measured either as offered by the Banks as presently constituted, or under the proposed °IltietshiP and control of Applicant. While an accurate appraisal of the Nkent4-competitive effect of consummation of Applicant's proposal on the. ne4 national bank is difficult, the Board believes it unlikely that e"Petitive impact of either the proposed merger or of Applicant's Ilbsecluerit control of the merged institution will be significantly : 44erent or 1- greater than that which would be realized from the Banks' sile atiolla as presently constituted. With respect to this conclusion, iA t r4" be mated that the Comptroller of the Currency, with knowledge of -Pplicant's 4INer Of proposed acquisition, expressed the view that the proposed the Banks would not have a significant or substantial adverse 4et °II competition. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis In conclusion, the Board assumes that the fact 01A Al 1214a -11Of the affiliation was known to the organizers of the national cuucs bank at th time they sought its charter, and that Applicant's present Proposal r egarding the Banks was brought to their attention. Board no by thos The that no objection to Applicant's proposal has been filed or ganizers. Turning to the effect of this proposal on existing or potential 0r11Petition between the Banks and Applicant's existing subsidiaries, Citizens and Marine Bank in Newport News, Applicant's subsidiary, operates 4 °E4ces in Newport News, 4 offices in Hampton, the downtown sections WhICh atQ, respectively, 30 and 37 miles from Williamsburg, and 1 °'ice in York County, which appears to be about midway between : illiamsburg and Hampton, though not on the principal connecting route. Me 13 ties separate Williamsburg and the nearest office of Citizens 411d Marine Bank. 811bsidiarics 44) The next nearest office of any other of Applicant's iS in the Richmond area, about 50 miles west of : . Since, on the basis of Applicant's analysis, less than r cell Pe Of the amount of the Banks' IPC deposits and less than Per Cent Of the amount of their commercial, industrial, farm, and loans Were derived from the service areas of those two nearest and since a similar proportion of demand IPC deposits and VQ4 Smallr percentage of loans of those subsidiaries, in relation loans and deposits of the Banks, were derived from the 1 1. msburg significant , titig or service area, the Board concludes that no ttIQ p 0_ Potential competition would be eliminated or foreclosed by "sed holding company acquisition. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 121. The nearest bank to Williamsburg is The First National Bank, located in Yorktown, about eleven miles to the southeast. This bank °Aerates but one office with deposits of about $5 million. business, generally, would appear to be local in nature. Its Further tant 'in the southeastern section of the Lower Peninsula Area, are qfices of ten other banks, excluding Applicant's subsidiary. The Naitical and geographical considerations earlier mentioned as separating 4illiamsburg from the latter area warrant, in the Board's view, the conelustIon that no measurable effect on the banks in this area will follow (311 suramation of Applicant's proposal. In the light of the foregoing considerations and all the facts Illthe record, the Board concludes that consummation of the subject hoposal would not increase Applicant's size or extent beyond limits consistent with adequate and sound banking, the public interest, and the Preservation of competition in the field of banking. On the basis of the relevant facts as contained in the record ore the Board, and in light of the factors set forth in the Holding e%1Parr„ and Merger Acts, it is the Board's judgment that the proposal is the ta Public interest and that the applications regarding the merger of Ilks as proposed and the acquisition by Applicant of the Williamsburg Should becettiber therefore, be approved. 15, 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4,21 Item No. 12 12/15/65 DISSENTING STATEMENT OF GOVERNOR ROBERTSON I am opposed both to the proposed merger of Peninsula Bank alld uSt Company and the James-York Bank, and to the acquisition by United Virginia Bankshares Incorporated of control of the merged bank• z ns . ' 4 4 t itution for the reason that consummation of both proposals is contrarY to the legislative directives embodied in the Bank Merger and 11`111k Holding Company Acts. As set forth in the Board's Statement, l'etlinsula Bank and the James-York Bank have been affiliated for some time through their majority control by common stockholders. Because of this affiliation, little or no existing competition between these banks °tad be eliminated by consummation of the proposed merger. However, in the course of time and changing circumstances, the existing basis of .filiation could terminate, resulting in the growth of healthy competitioti between the banks, The possibility of this occurrence, with its attQnding advantages to the public, is precluded, regrettably, by the to, "d's a pproval of the proposed merger. In approving Bankshares' acquisition of the Williamsburg Bank 4etua1ity, the simultaneous acquisition of two existing banks - the aria found Williamsburg and the immediately adjoining areas to be the 't11.Eicant geographic area within which to appraise the competitive impact the Proposals. Hy view of the record in this matter makes abundantly that a co far more relevant market area for analyzing the effect on mpetition to follow consummation of the merger and holding company http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 42 -21317011,, eusals approved by the Board is the entire Lower Peninsula Area, which en compasses, in addition to Williamsburg and York and James City Counties, the cities of Hampton and Newport News. The Board's use of the greater Williamsburg area as the relevant market within which to ' th impact of Applicant's proposals eisting and foreseeable circumstances. ignores the realities of Williamsburg is experiencing taPid PhYsical growth and a dynamic economic expansion. Hampton and 1147Port T\T -cws each lie but some 30 odd miles southeast of Williamsburg. °11 of the offices of Applicant's bank headquartered in Newport News is but 13 miles from Williamsburg. In an age of super highways and rapid ttavel, the cities of Hampton and Newport News are but minutes from 141liallisburg - minutes that will be lessened as the geographic limits of iamsburg continue to expand. The foregoing compels me to conclude that the Board has erred t O of the resPects. First, its action reflects a miscalculation gotenti al competition between the two Williamsburg banks to be acquired th total deposits of $23 million) and Applicant's Newport News subNiar Citizens and Marine Bank (total deposits of $47 million). The sizts Of these institutions - their closest respective offices separated but 13 miles and the likelihood that the two areas concerned will hezom e increasingly geographically and economically integrated, make 'qr tc, 4t1pro -- me the potential for future competition that is precluded by finding c t APPlicant's bank holding company proposal. A second Val ' the D ' 40ard in which I am unable to concur is that consummation of http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis ' -341/11-cant's proposed acquisition would not result in an undue concentration ofbanking resources under Applicant's control. Applicant, the State's larest banking system, now controls nearly 25 per cent and 21 per cent, respectivelY, of the banking offices and deposits of the 14 banks operating th Lower Peninsula Area. Apart from the virtual monopoly that would be giveri Applicant in the Williamsburg area upon its acquiring the lliarnsburg Bank, in the whole Lower Peninsula Area, its control of both f3ffices and deposits would be increased to about 32 per cent. Even were tilete Presented banking factors considerations arguing for approval of 4Plicant's acquisition of Williamsburg Bank, Bankshares' resulting control °1E1) nking offices and resources in the Lower Peninsula Area compels denial () ts aPPlication. More so is denial compelled where, as here, the record lY reflects that the banking needs of the Williamsburg area and, as a8 I can determine, those of the entire Lower Peninsula Area are being 414 4dequately by the banks in those areas. In mY opinion, the sole significant benefit possibly to flow fr(44 "nsurmation of Applicant's acquisition of the Williamsburg Bank is : loa "isicti that Applicant asserts it would make for expanded mortgage in the APPlicatit' Williamsburg area. On analysis, I find that this phase of proposal carries little weight toward approval. Even assuming Q ftlt4re ne_ eu for increased mortgage credit in the Williamsburg area, I e441111141)1e "conclude that the demand for such cannot be met either through qruct by ,ng of the Williamsburg banks' loan portfolios, aided, perhaps, tho - entry in this field of the newly established national bank, or http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 421 thr "ugh the utilization by the Williamsburg banks of normal correspondent bank rel ationships. On the whole, I am unable to find that the relatively insignificant benefits that may flow from Applicant's acquisition of the 1. amsburg Bank are sufficient in any respect to outweigh substantially 4dverse competitive consequences that are inherent in this proposal. Con- SQ Y,I would deny both the merger and bank holding company applications. Iletember 15 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 19: Item No. 13 12/15/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADDRESS orripiAL CORRESPONDENCE TO THE BOARD December 15, 1965 Nahization Committee, Williamsburg State Bank, ti amsburg Virginia. CeAtlemen: The Board of Governors of the Federal Reserve System approves the e VittiPPlication made on behalf of Williamsburg State Bank, Williamsburg, if euX4, for stock in the Federal Reserve Bank of Richmond, effective 1114.110 JIlen the bank opens for business under appropriate State rization, subject to the numbered conditions hereinafter set forth: (1) Such bank at all times shall conduct its business and its exercise its powers with due regard to the safety of Board the of permission depositors, and, except with the of Governors of the Federal Reserve System, such bank shall not cause or permit any change to be made in the the general character of its business or in the scope of admission of time the at it corporate powers exercised by to membership. (2) The be net capital and surplus funds of such bank shall its of condition and character adequate in relation to the corporate other and liabilities assets and to its deposit Powers. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD or GOVERNORS OF THE FEDERAL RESERVE SYSTEM Wil liamsburg State Bank - 42i -2- (3) At the time of admission to membership, such bank shall have paid-in and unimpaired capital stock of not less than $150,000 in order to damply with Federal statutes. (4) That Peninsula Bank and Trust Company, Williamsburg, Virginia, and James-York Bank, Williamsburg, Virginia, shall have been merged into subject bank. In connection with the foregoing tbnditions of Membership, particular attention is called to the provision of the Board's Regui the .rThati°11 H, regarding membership of State banking institutions in th ederal Reserve System, with special reference to Section 208.7 ere". A copy of the Regulation is enclosed. If at any time a change in or amendment to the bank's charter the bank should advise the Federal Reserve Bank, furnishing wheth8 °f any docuMtnts involved, in order that it may be determined the er such change affects in any way the bank's status as a member of Pederai keserve System. te Zed collie es Acceptance of the conditions of membership contained in this letter dire ahould be evidenced by a resolution adopted by the board of has 17:st°rs after the bank's Certificate of Authority to Commence Business adviceen issued. A certified copy of such resolution, together with e °f compliance with the provisions of conditions numbered 3 and 4, 01011, 4d be transmitted to the Federal Reserve Bank of Richmond. The time within which admission to membership in the Federal to 9ove SYstem in the manner described may be accomplished is limited the t daYs from the date of this letter, unless the bank applies to Nit "rd and obtains an extension of time. When the Board is advised spproall of the requirements have been complied with and that the the eriate amount of Federal Reserve Bank stock has been issued to IDetithearlk, the Board will forward to the bank a formal certificate of rehiP in the Federal Reserve System. Ikeeer Since the Williamsburg State Bank will be operating under taernCurarter and title of Peninsula Bank and Trust Company, a State bank, and, essentially under the same management, it is assumed 1 4. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis SOAR') or GOVERNORS or THE FEDERAL RESERVE SYSTEM o Wil liamsburg State Bank _3_ that You are acquainted with the officers of the Federal Reserve Bank 118.1,41 the services offered by the System. The Board of Governors bttl_cerely hopes that you will continue to find membership in the System 'lleficial and your relations with the Reserve Bank pleasant. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. Iltl°8ure, http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS OF THE Item No. 14 12/15/65 FEDERAL RESERVE SYSTEM WASHINGTON OFFICE Or THE OHAMMAN December 15, 1965 The Honorable Wright Patman, Chairman, ecmmittee on Banking and Currency, licuss of Representatives, Wa shington, D. C. 20515 Dear Mr, Chairman: This is in response to your letter of November 24 with to Tu _r'" short...term promissory notes issued by national batiks. 'or occasion for your concern is the 1965 ruling of the Comptroller litukt.he Currency that such notes issued by national banks are not lJ_Jeet to the statutory limitation on the extent to which a 14 ional bank may "at any time be indebted, or in any way liable" na: section 5202; 12 U.S.C. 82. As you point out, Other ruling of the Comptroller, published in 1964, is to the effect at issuance of "promissory notes of any maturity" by national banks give rise to deposits in such banks and that provisions of the 'ederal Federal Reserve Act relating to reserve requirements and ns on interest rates do not apply to such promissory note ,an sactions. For historical reasons and because of changes in banking Practi -ces, it has been difficult to develop acceptable criteria that 11/Z1d draw a definite and workable distinction, in all situations, 110:ean loans and borrowings on the one hand and deposits on the other. does to you, th:er, it seems clear to the Board of Governors, as it or category one within fall must i:sory note transactions t o; l s-ger indebtedness to either rise give necessarily nl that is, they sujhe bank that is subject to R. S. 5202 or to deposits that are uJect to reserve requirements and legal limitations on interest rates. In his 1964 ruling, the Comptroller stated that "The proceeds 'Qm the sale of such notes do not constitute deposits. • . •" No ft rea indicate that "Such °n vas given for this view, but the ruling did ruling 214ings are .. limited by 12 U.S.C. 82." In changing his the Review, Banking co the latter point in the September 1965 National paTPtroller stated only that "unsubordinated promissory notes of cam» ordinary course of banking busltivelY short term . .. are issued in the in making loans and used the neas as a means of obtaining funds to be for Performance of other banking functions ... ." It is difficult the Board to see how this statement can serve as a basis for the 1.04 http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - 42' e Honorable Wright Patman -2- ls conclusion that the statutory limitations on national Fl1,3ampnkttrsoller indebtedness are inapplicable to these obligations of national anks the orAi When the practice of issuing unsecured promissory notes in that „' narY course of business developed in 1964, the Board held since such notes constitute borrowings, they are not subject, re'jr present law and regulation, to the interest rate limitations or =rve requirements prescribed for deposits by the Board." 1964 Fedthil Reserve Bulletin 1137, 12 C.F.R. 217.138. Developments since to „tirse have given rise to the question whether it would be advisable res;"end Federal Reserve Regulations D and Q. to provide that the reauT" requirements and interest rate limitations prescribed in those a2ns, and the statutory prohibition on the payment of interest on d-at are deposits, would apply to promissory notes of the kinds that cour,ssueA by national banks and member State banks in the ordinary se of their business. 4 The recent ruling by the Comptroller, to which you refer, has Inade thi s toard problem more complicated (as well as more pressing), but the atisfil°Pes s that the supervisory agencies may be able to work out a actory solution in the near future. Sincerely yours, (Signed) Wm. McC. Martin, Jr. WM. McC. Martin, Jr. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 15 12/15/65 1966 Budget Schedule A Summary by Divisions Division Offices of Members of the Board Office of the Secretary Legal Division Regular S pecieli Printing F.R. Act bieision of Research and Statistica • Regular Special: Academic Consultants bivieion of International Finance Division of Examinations Division of Bank Operations Division of Personnel Administration 141:10117.4:f Administrative Services aPecial: Furniture Replacement Program Su pplements - Banking and Monetary 9vPlacesentStatistics - Venetian Blinds Special Mailing Equipment Repairs - Retaining Walls. etc. ,Youth Opportunity Program Printing 2nd System Booklet • Office of the Controller Office of Defense Planning Division of Data Processing Regular S pecial: Charting Machine and Projection Equipment Remote Computer Facility Advanced Calculator 140Plazzi ttirement and Insurance Total Operating Budget . Construction and Alterations Annex Main Building Building Grand Total http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Budget 191, Sapiens's (Estimated) 1988 Budget Over (Under) 196$ Supenses 508.392 527.76s $ 562,731 34,366 385,319 380.888 413,497 32,809 .308.018 300.816 30;035 47.921 15,308 15,300 I,. 2.025.676 2,040,076 2.164,029 123,939 12,410 8,190 12,323 4,135 601.485 576,941 649.290 72.349 927,210 917.944 1.053,008 135,364 290,094 279,544 299.896 20,352 219,486 225,118 239,406 14.288 1,622,526 1,618.759 1,672.880 54.121 13,500 12,174 20,350 8,179 15,498 11.000 10.566 17.544 20,807 2.378 3.409 11,000 13.300 13,036 5,250 (7,157) 11,000 13.300 (7071) 2.871 111,551 108,323 /13,773 5.250 59,704 62.229 45.024 (17,204) 331,916 549,536 799.075 248,539 62.500 2.300 65.305 25,000 9,000 62,805 23,000 8,000 839,460 1,232,602 955,817 (276,785) 8,603,189 8,884,148 9,515,936 631,788 189,799 105,000 193,782 51,106 $9,810,729 876,676 20.000 257.680. 8.625 . $8,869,494 • (3,989) .53,894 $8,934,053 - 4124)‘ Item No. 16 12/15/65 1966 ludget Schedule Summary of Account Classifications — — ---1966 ludget 1965 Budget 1 uount .. ----- Over (Clair) 1965 .8xpensas 1966 Expense* ludget Sadist (Estimated) Positions Provided :ulna of Expenses Pg. ICES , $44 OEtites "Nembers Let,C„ot the of the Board Secretary bivi 'Avision bi,;;41°11 of pcsion 0 Research and Statistics o International, rilVIOCII iblvision 0 Examinations Bank Operations / 'vision 4614. Personnel Administration -44fle:%%.° ,Administrative Services ice 0; ne Controller 144100 of*tense Planning Data Processing total Positions and Salaries r . . • 31 50 31 ' 172 54 74 29 30 145 12 3 60 34 51 33 183 57 79 28 30 153 12 2 73 $ 472.492 $ 469,976 $ 522.211 406.252 376,373 381.134 335,965 289,364 290,798 1,558,331 1.591,067 1,730.429 586.840 $19,190 545,368 805,076 690.361 702.851 285.871 267.162 276.969 200,823 187,654 186.754 741.028 701,089 706,064 109,485 101,624 104.362 33.574 50,463 50.504 543,596 426,204 444,569 # 52.235 29,879 46,601 139,362 67,650 114,715 18,709 12.969 39.939 7.861 (16,889) 117,392 691 735 85,720.216 $5,670,727 $6,301,150 $630,423 • $ mtributions wefts 67.030 $ 69.739 789.625 1,182,296 49.045 49.198 # 87,080 901.815% $ 17.341 (280,481) 52,894 3.696 66,625.916 #6.971,960 $7,342,939 6370.979 , treonal Services 1st „ ‘uas U4fts stenographic recruit positions. Opportunity 1414r4O; exclude* Cafeteria salaries. YoUth http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Schedule! • PIS° • Clas sification if Expenses 1965 , HOR PERSON4 S ERV/CES ttikvaling Poatage andExpeneall ' Expressage IlloPhone and Printing sod Telegraph Binding a Sttionary and furniture supplies h atela and Equipment 11°°4 alluf Subscriptions Sego Light and 141114frs and Power ‘Ifairs and Alterations (0uilding and Grounds) 1411uran ce Maintenance Furniture and hutment) Over (Under) 1965 Expenses 1966 Widget &vanes. (istimeted) Modest , $ 321.409 107,943 101,829 395.074 $ -326,473 102,204 113,030 375.818 $ 332.763 103,940 114,321 425.234 72.181 126,137 144.130 25,150 82,636 63,279 140,143 25.349 86,553 148,580 237.985 26,800 51.849 35.337 26,384 /,671 53,300 40.236 31,101 1,608 405,214 358,020 • 56,500 52.029 27.3721.839 — — — — -- $ 26.310 1,736 1,291 49,416 3.917 85.301 97,842 1,451 1.651 4.899 4.717 (63) totttrattual Professional 8ervicee iknaer ie.044nraer Pinances Burls* S . n"..L41411 Credit Surveys harking 81.11 0repl SurssY• 409.781 ••• 14CULitY Reviev ofClearance /nee tigatious 1441, EX4Mill4tiOUS tocedures CORIUltlat and !Wilting 0 her Services Books of Board .441ating, Transcript 1 and Reporting Service 411 Othor C4fetetia ...aktial (Nit) "QCLA Statistical kemberanip PeeBe aces Official 11altion Dinners, Recap :ions, etc. l end 4%4 foi Regiattatio 1 Official Cues ts Ticker kacel gerviee laneous Si Total Total Nonpersonal 8ervices Personal Total Ur/ices. Operating Bud Bet Illtinaction and Alteratione Total -_ http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis • ....Ma 01=0 .M.21.. .... ••••• 270.000 50,000 13.000 32,000 13.260 13.000 11.246 2,500 2,775— ___..................... ON= IMIN• ••••1•11.111.1.4.... M... ...OM .1... ... NED MIMS, 4•Mil .1•1" . ••••0 11 (260,000) 57.000 170,000 (11,000) (1,420) .. 13.899) . 2.125 25.000 63.000 175.000 45.000 18.450 13.000 37.995 2,500 3,075 285,000 6.000 5.000 56.000 19.870 13.000 16.894 2.500 950 .1. (47,194) 01•••• 4.1M. •••• •••••,MIO 41.4 OMM MOM ••••• MIIMONID WI ONO ••••• ...NM •••• MOM.. .6•... 29,535 135.899 162.801 192.336 48.262 39.600 18.000 5.450 9.392 3.800 3,690 7.705 51,415 61.703 18.000 6.941 9.586 4.545 3,690 6.921 54.250 79.500 27.000 7.470 9.326 4.500 3.690 6.600 $1.977,273 $1.912.188 6.625,916 6..971.960 7,342.939 • 370,979 8,603,189 8,884,148 9.515,936 631„,88 266.305 49,905 294.793 244.888 $8.869.494 68.934,053 $9,810.729 . $2.172,997 2.835 17.797 9.000 529 (260) (45) (321) 0 260,809 $ 876,676 ...-........—, a A TELEGRAM LEASED WIRE SERVICE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 17 12/15/65 WASHINGTON December 14, 1965. Whitman - San Francisco 6wan - San Francisco This refers letter of December 8, 1965, from Mr. Cooper, Assistant OenEtr., Counsel of your Bank, regarding summons served upon Mr. Pa. —cual, Assistant Federal Reserve Agent, to appear before bt/nald H. O'Hare, Special Agent of the Internal Revenue Service, "nuection with tax proceeding against Antoine B. Rinieri to duce records relating to dates of issuance and recipient of certai designated fifty (50) and one hundred (100) dollar currencies. It ia understood that information requested is in records of office °f Pede -1114 Reserve Agent and is desired to prove that bills in cluest4 *.°t1 were in this country at time when Mr. Rinieri claims they 'were in Switzerland. You are advised that pursuant to section 261.2(b) °f its Rules of Organization, Board authorizes Mr. Pascual to appear 44d , Produce information requested and testify in connection therewith. (Signed) Merritt Sherman Sherman http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 42"( Item No. 18 12/15/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, 0. C. 20551 ADDRESS OPINC4AL CORRESPONDENCE TO THE BOARD • December 15, 1965 lir. Leland IC Ross, Vice President, Federal Reserve Bank of Chicago, Chicago, Illinois. 60690 bear /It. Ross: In accordance with the requests contained in Your letters of December 8, 1965, the Board approves the :tPointments of William E. Ruddy and John P. Trinklein, p'e'._,Prasent assistant examiners, as examiners for the u ral Reserve Bank of Chicago, effective January 10, 1966. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Ca m chael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis