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Minutes for To: Members of the Board From: Office of the Secretary December 22, 1965 Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of minutes in the record of policy actions required to °e maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, please initial t!elow. If you were present at the meeting, your Initials will indicate approval of the minutes. If You were not present, your initials will indicate °n1Y 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 5AZ...t. , Minutes of the Board of Governors of the Federal Reserve System On Wednesday, December 22, 1965. The Board met in the Board Room at 10:00 a. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. Balderston, Vice Chairman Robertson Shepardson Mitchell Daane 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 Messrs. O'Connell and Hooff, Assistant General Counsel Mr. Leavitt, Assistant Director, Division of Examinations Mrs. Semia, Technical Assistant, Office of the Secretary Messrs. Heyde, Sanders, Smith, and Via of the Legal Division Messrs. Egertson, Lyon, and Maguire of the Division of Examinations Circulated items. The following items, copies of which are ettached to these minutes under the respective item numbers indicated, 1,/ere _ =P-PLc.117ts1 unanimously: Item No. Lett the er to Bank of Idaho, Boise, Idaho, approving establishment of a branch in Ketchum. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 1 12/22/65 -2Item No. ' , t,!legram to the Federal Reserve Bank of Kansas 1t3' a uthorizing the Bank to call for bids for ne.construction of an addition to the head office building. Re ort on com etitive factors A report involved 2 San Die o-Los An eles California . to the Comptroller of the Currency on the competitive factors in the proposed merger of United States National Bank, San t)iego, California, and Bank of Los Angeles, Los Angeles, California, was a —RRE.211.td unanimously for transmittal to the Comptroller. The conclusion read as follows: While effectuation of the proposed merger of United States National Bank, San Diego, California, with Bank of LOS Angeles, Los Angeles, California, would eliminate a small amount of competition existing between them, the over-all effect of the transaction on competition would not be significantly adverse. erye Bank earnings and expenses (Item No. 3). There had been -Lributed two memoranda from the Division of Bank Operations dated ilecember 20, 1965, regarding estimated Reserve Bank earnings and expen ses during 1965. One memorandum, prepared in the customary fashion set forth such earnings and expense figures in an attached table and °Illmented on proposed year-end closing entries. In the other memo- "Qum Mr. Daniels suggested that the established procedure of submitting the "'ear-end routine memorandum on earnings and expenses to the Board be disc ontinued. The Division of Bank Operations would, however, continu_ e to scrutinize the statements submitted by the Reserve Banks and http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/22/65 -3- Submit to the Board any unusual year-end adjustments requiring approval. Attached was a draft of telegram to the Federal Reserve Banks stating that the Board had noted without objection their proPosed year-end closing entries and indicating that this routine t°tification would be discontinued, although any unusual charge-offs Or other special adjustments contemplated at end of year would be 4°ught to the Board's attention for action. After discussion, Mr. Daniels' suggestion and the related telegram to the Federal Reserve Banks were approved unanimously. A CO PY of the telegram is attached as Item No. 3. Application of Otto Bremer Company (Item No. 4). been There had Legal distributed a memorandum dated December 20, 1965, from the 14vision regarding an application of The Otto Bremer Company, St. Pawl -4-, Minnesota, for a determination that the activities of certain P O Posed nonbanking subsidiaries were of a kind described in section 4(0(6) of the Bank Holding Company Act so as to make inapplicable the prohibitions of section 4 of the Act respecting acquisition or l'etenti n 0 of shares in nonbanking companies. Since the Act required that such made at determinations be made on the basis of the record a hearing, tentative arrangements had been made for a hearing in Ilinneapolis on January 20, 1966; for the services of Mr. Frederick G. Graham, Assistant SIllithson as hearing examiner; and for Mr. Roland C°11118e1 of the Federal Reserve Bank of Minneapolis, to act as Board http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4.r?".• • tit* 12/22/65 -4- counsel for purposes of the proceeding. Attached to the memorandum 14asa draft of notice of request and order for hearing. The tentative arrangements for the hearing were approved 44a imously and the issuance of the notice and order was authorized. A copy of the notice and order is attached as Item No. 4. Application of Virginia Commonwealth Corporation (Items 5 and 6). There had been distributed a memorandum dated December 21, 1965, from the Legal Division submitting drafts of an order and statement reflectthe approval by the Board (on October 11, 1965) of the application Of Virginia Commonwealth Corporation, Richmond, Virginia, to acquire 143ting shares of The Peoples Bank of Stafford, Falmouth, Virginia. After a discussion during which there was agreement with a suggestion for deletion of a passage in the draft statement, the issue of the order and statement was authorized. Copies of the docu- nieut8, in the form in which they were issued, are attached as Items 5 .t.,pplication of Fidelity Bank (Items 7-9). There had been dis- trib Ilted a memorandum dated December 21, 1965, submitting drafts of all order and statement reflecting the Board's approval on December 20, 1965, the application of Fidelity Bank, Beverly Hills, California, Of to merge South Bay Bank, Manhattan Beach, California. stated in For reasons the memorandum, the draft order waived the standard require- that the merger not be consummated until the expiration of 7 days http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis op. , .C.t. 12/22/65 -5- following the date of the order. Also attached to the memorandum was a draft of letter to the Federal Reserve Bank of San Francisco that included, pursuant to views expressed at the December 20 meeting, statements indicating that the Board had placed reliance on the Reserve Bank's conclusions and that the Board would expect the Reserve Bank to give Fidelity Bank more than the usual supervisory attention. During discussion there was agreement with suggestions for certain changes in the letter to the Federal Reserve Bank of San 4ancisco and in the draft statement. The letter was then approved unanimously in the form attached as Item m and the issuance of the order and statement was authorized. Co Pies of the order and statement, as issued, are attached as Items 8 aild 9 Messrs. O'Connell, Heyde, Smith, Via, Egertson, Lyon, and Guire then withdrew from the meeting and Mr. Morgan, Staff Assistant, Board Members Offices, entered the room. Unfit $1 Federal Reserve notes. On November 26, 1965, the Board • instructed the Federal Reserve Banks, as an interim procedure, t° 8114 unfit $1 Federal Reserve notes to Washington for destruction, the shipments to be limited, with certain exceptions, to each Bank's lirrent receipts of its own notes. At the same time a letter was sent to the Secretary of the Treasury, at the request of the Treasury ePar count tment, authorizing a procedure whereby the verification http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 43w: 12/22/65 -6- Of the lower halves of unfit $1 Federal Reserve notes received by the Treasurer of the United States would be on a 5 per cent basis, with a Package count of the upper halves by the Comptroller of the Currency. At today's meeting Mr. Farrell pointed out that in a letter f December 10, 1965, Secretary of the Treasury Fowler had stated that ,The procedures outlined are as agreed upon and are satisfactory to the Treasury. We have observed that you have expressly authorized the Treasurer to make only a 5 per cent verification of the lower halves of $1 unfit Federal Reserve notes, with a package count by the eftPtroller of the Currency of the upper halves, ." However, it had developed that the Comptroller of the Currency was not satisfied 14ith those arrangements. He had had a complete count made of some Packa ges of upper halves, and continuation of such a count would equire a large staff. He had asked that the Reserve Banks furnish statemen s t certifying that the dollar amounts of shipments of upper halves to the Office of the Treasurer were correct. Mr. Farrell "essed the view that Reserve Bank officers would be unwilling to make such a certification based on the original proof by currency sort„ -- s, without reverification. If the members of the Board shared that . view, Mr. Farrell asked authorization to indicate that the Board laas 00f disposed to ask that Reserve Bank officers make such a certifica- http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/22/65 -7- Mr. Farrell commented further that he had offered to ask the Reserve Banks if they would be willing to certify that the notes had been completely counted at the time of receipt and had been held in double custody from then to the time they were shipped to Washington; that suggestion, however, had not been acceptable. Discussion disclosed a consensus that even though the type of ertification suggested by Mr. Farrell had not been agreeable to the lp fice of the Comptroller, Mr. Farrell might indicate that the Board c°11tinued to be willing to ask the Reserve Banks to make such a certification; otherwise it would stand on the original procedures tc) 14bich the Secretary of the Treasury had agreed. Director appointment. The Board had previously requested that Chat rman Bean of the Federal Reserve Bank of Minneapolis explore the avai lability of two persons (Messrs. Paul S. Gerot and Donald C. Dayton) to serve as a Class C director of the Bank for the three-year term begi rining January 1, 1966. At today's meeting Governor Balderston tnent' lolled circumstances that had prompted Chairman Bean to inquire lqbeth "er the Board would be willing to name a third prospective appointee. After discussion the Board agreed that Chairman Bean might exP10 re also the availability of David M. Lilly, President of Toro Makif, aCtUring Corporation, Minneapolis, Minnesota. Mr. Morgan then withdrew from the meeting and Messrs. Dembitz, Associate Research Adviser, and Eckert, Chief, Banking Section, Division of and Statistics, entered the room. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4( 12/22/65 -8- luulation Q proposals (Item No. 10). Pursuant to the Board's recent discussions regarding possible amendments to Regulation Q, PaYtnent of Interest on Deposits, there had been distributed a memorandum dated December 21, 1965, with which Mr. Hackley submitted a draft of notice of proposed amendments that might be published in the Pederal Register. tO The draft reflected two proposals, both designed Sharpen the distinction between time and savings deposits: (1) ha d efinition of "time deposits" would be changed (with a similar ame ndment to Regulation D, Reserves of Member Banks) to limit such deposits to those that had a single specified maturity, with no provision for time %ore automatic renewal; (2) provisions permitting payment of ueposits in emergency situations would be changed to impose a restrictive penalty, i.e., forfeiture of all interest, whether Paid or unpaid, on the amount withdrawn for a period of 6 months, in of the present provision for forfeiture of "accrued and unpaid illterest" for a period of not less than 3 months. Today's discussion dealt principally with procedural matters, e8pecially the question as to when, and in what terms, the interagency Coordinating Committee in the bank supervisory area should be informed °f the proposals the Board was considering. trig the Comments were made regard- bearing upon the timing of the Board's action, if any, of the tell,day Period prescribed by the so-called Dillon procedure for the l'eeeiPt of comments. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Some opinion was expressed in favor of letting 12/22/6 5 -9- the committee know the nature of the proposals under consideration so that if the Dillon procedure was considered applicable in this instance the Board would not experience a further delay if it was concluded that action should be taken. Another view favored not making any disclosure to the committee until a greater degree of agreement had been achieved among the members of the Board. Several members of the Board pointed out that they would be disinclined to arrive at any conclusions until it wa S possible to study in full the information that would be received in r esponse to the Board's request of December 17, 1965, that member bank _ '6 report any actions taken or in prospect to increase rates of inter retur est paid on time and savings deposits; at present only fragmentary ris were available. It was suggested that conclusions on the prob- lern would require analysis of interest rate increases according to '"graphical distribution and size of banks. It was recalled that when the request was made for information On r a te actions, it had been contemplated that in any instance in which it a PPeared that a member bank might be moving imprudently or without 44fficient forethought, the Reserve Bank of the district would get in touch with the bank concerned. A suggestion was made that the staff Pr pare a draft of letter outlining the approach to be taken by the Re s erve 'raft Bank in those circumstances, and it was understood that such Would be submitted for the Board's consideration. Another procedural matter discussed was the possibility of 4g the Board's staff consult with the staff of the Federal Deposit http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/22/65 -10- Ing —ura nee - Corporation on the Regulation Q proposals submitted by Mr. RackleY in view of the fact that the Corporation had a parallel regula tion applicable to nonmember insured banks. That question was res0lved in the direction of deferring such consultation. At the conclusion of the discussion of procedures, it was understood that further consideration of the Regulation Q proposals should be scheduled when all members of the Board were present and when suf4 ' eient data had been received in response to the Board's recent reque8t for rate information to permit meaningful analysis. Mr. Molony inquired as to the position to be taken in the rim in response to inquiries from the press and the public. The resn, 'flse made thus far had been to the general effect that the Board r a long time had been studying the question of appropriate distincbetween types of deposits, that the Board was always concerned eb°4t any moves that tended to blur those distinctions and gave const d erati _ n o to developments having a bearing upon the question, and that the toard was currently gathering information for purposes of further st4dY. General agreement was expressed with the approach Mr. Molony had outlined. It was pointed out that the Federal Reserve Bank Presidents °t been informed of the proposal, which the Board recently tenelY agreed to publish in the Federal Register for comment at an http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/22/65 -11early date, to define as deposits promissory notes issued by banks. It was agreed that the Presidents should be informed of the proposal On a confidential basis; a copy of the letter subsequently sent to thp", . -- is attached as Item No. 10. All members of the staff except Mr. Sherman then withdrew from the meeting. Reserve Bank officer salaries (Items 11-13). the The Board approved Payment of salaries to George H. Clay as President and to Henry O. XOppang as First Vice President of the Federal Reserve Bank of Kansas city at rates of $42,500 and $30,000 per annum, respectively, effective janu arY 1, 1966, these rates having been fixed by the Board of Directors 48 r, 'Ported in letters dated October 18 and December 16, 1965. The Board approved payment of salary to Maurice H. Strothman Vice President of the Federal Reserve Bank of Minneapolis at hC ra te of $29,000 per annum, effective January 1, 1966, this action having been recommended in a letter from Chairman Bean dated December 8, 1963, a mending the previous request that Mr. Strothman t s salary be aI)Pr°17ed at the rate of $28,500. The Board approved the payment of salary to Eugene M. Tangney sistant Vice President of the Federal Reserve Bank of Boston at his cur rentt rate of $15,500 per annum, effective January 1, 1966, o date °f t ermination of his services, this action having reference to http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 12/22/65 -12- a letter from President Ellis dated December 20, 1965. This action rescinded the previous authorization to raise Mr. Tangney's salary to the rate of $17,500 effective January 1, 1966, it having been ascertained that he had decided to accept an offer of a position out the Federal Reserve System. Copies of letters sent to the respective Reserve Banks reflect- ing the foregoing actions are attached as Items 11, 12, and 13. The meeting then adjourned. Secretary's Note: Governor Shepardson today approved on behalf of the Board the following items: Washington, D. C., confirm14 _ Letters to Dr. Frederic D. Chapman, e 0,dr rangements for (1) the annual physical examinations of all ;1°Yees in the Board's cafeteria at a fee of $125; and (2) the 4 drival physical examinations of the Board's chauffeurs and messengeris at a fee of $28 for each examination. od,Memoranda recommending the following actions relating to the S Staff: A intment (Tra,Christine Dunlevy de Fontenay as Digital Computer Programmer the lnee), Division of Data Processing, with basic annual salary at rate of $5,181, effective the date of entrance upon duty. wission to en a e in outside activity a CK4r1 E. Bakke, Assistant Secretary of the Board, to engage in retur ounseling and preparation of 1965 Federal and State income tax Secretary http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 43/p, BOARD OF GOVERNORS Item No. 1 12/22/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 IENCC ADDRESS OfFICIAL DORREOPOND TO THZ BOARD December 22, 1965. Board of Directors, Bank of Idaho, Boise, Idaho. ' Gentlemen: Reserve The Board of Governors of the Federal Idaho, of Bank by .System approves the establishment district of Boise, Idaho, of a branch in the business hed withestablis is Ketchum, Idaho, provided the branch letter. in six months from the date of this 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 434 Item No. 2 12/22/65 AM TELEGR WIRE SERVICE LEASED SYSTEM BOARD OF GOVERNORS OF THE FEDERAL RESERVE WASHINGTON December 22, 1965. C1NY - Kansas. City uction of the Board authorizes calling for bids for the constr e4fiition to the Kansas City head office building on the basis of detailed plans and specifications referred to in Vice President 130Yeent8 letter of November 24, 1965. (Signed) Merritt Sherman SHERMAN 1 http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 3 12/22/65 TELEGRAM LEASED WIRE SERVICE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON December 22, 1965 IO THE PRESIDENTS OF ALL FEDERAL RESERVE BANKS: Board has considered and notes without objection proposed Year-end closing entries of your Bank as shown by statement accomPanYing (a) . Hereafter this routine year-end telegram ill no longer be sent, since continuing authority for closing-books ia contained in Accounting Manual. Any unusual charge-offs or other 8Pecial adjustments in accounts contemplated at end of year will be br°ught to Board's attention for action. (Signed) Merritt Sherman SHERMAN Boston December 6 letter from Mk. Latham New York December 3 letter from Mr. Blanchette Philadelphia December 10 letter from Mk. Wilgus Cleveland December 9 letter from Mr. Clouse Richmond Your December 9 letter Atlanta Your December 10 letter Chicago December 6 letter from Mk. Jones St, Louis December 3 letter from Mr. Kaley Minneapolis December 7 letter from Mr. O'Brien Ransas City December 14 letter from Mk. Mathews Dallas December 9 letter from Mr. Murff San Francisco http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis December 9 letter from Mk. Martens k FEDERAL RESERVE SYSTEM THE OTTO BREMER COMPANY Item No. 4 12/22/65 Notice of Request for Determination and Order for Hearing Notice is hereby given that request has been made to the Board of Governors of the Federal Reserve System, pursuant to section 4(c)(6) of the Bank Holding Company Act of 1956 (12 U.S.C. 1843(c)(6)) and section 222.5(b) of the Board's Regulation Y (12 CFR 222.5(b)), by The Otto Bremer Company, St. Paul, Minnesota, 4 bank holding company, for a determination that the activities Planned to be undertaken by its proposed subsidiaries, The Farmers Agr icultural Credit Co., T.nc., The Farmers Insurance Agency, Inc., AIII"icen Insurance Agency, Inc., and The International State Agency, of the kind described in the aforementioned sections of the Act and the Regulation so as to make it unnecessary for the kch ibitions of section 4 of the Act with respect to shares in n°nbahking organizations to apply in order to carry out the Purposes of the Act. any Inasmuch as section 4(c)(6) of the Act requires that dete tmination pursuant thereto be made by the Board after due notice hearing and on the basis of the record made at such hearing, It is hereby ordered, That pursuant to section 4(c)(6) of the an 222.5(b) Holding Company Act and in accordance with sections and„ -.c.../(a) of the Board's Regulation Y (12 CFR 222.5(b), 222.7(a)), hearing with respect k°14ulgated under the Bank Holding Company Act, a to this matter be held commencing on January 20, 1966, at 10 a.m., at http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2- the offices of the Federal Reserve Bank of Minneapolie, Minneapolis, Minnesota, before a hearing examiner selected by the Civil Service Commission, pursuant to section 11 of the Administrative Procedure Act, such hearing to be conducted according to the Rules of Practice for Pormal Hearings of the Board of Governors of the Federal Reserve System (12 CFR Part 263). The right is reserved to the Board or such hearing examiner to designate any other date or place for such hearing or any part thereof which may be determined to be necessary or approPriate •for the convenience of the parties. The Board's Rules of Practice for Formal Hearings provide, in part, that "All such hearings shall be private and shall be attended only by parties and their representatives or counsel, representatives of the Board, witnesses, and other persons having an official interest in the proceedings: l'rovided, however, That, on written request by a party or representatives of the Board, or on the Board's own motion, the Board, unless Prohibited by law, may permit other persons to attend or may order the hearing to be public." proceeding Any person desiring to give testimony in this Should file with the Secretary of the Board, directly or through the 14, 1966, Pederal Reserve Bank of Minneapolis, on or before January a Written request containing a statement of the nature of the petiof the matters ti°ner i s interest in the proceeding, and a summary concerning which said petitioner wishes to give testimony. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Such A.• -3- request will be presented to the designated hearing examiner for his determination. Persons submitting timely request will be notified of the hearing examiner's decision. Dated at Washington, D. C., this 22nd day of December, 1965. By order of the Board of Governors. (SEAL) (Signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 5 12/22/65 UNITED STATES OF AMERICA WORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D o C. • the Matter of the Application of VINI,A COMMONWEALTH CORPORATION, -ICIP4°ND, VIRGINIA, for °ti aPProval of the acquisition of \70C-z1g shares of The Peoples Bank Stafford, Falmouth, Virginia. Or.DER APPROVING APPLICATION UNDER BANK HOLDING COMPANY ACT pursuant to There has come before the Board of Governors, 4 action 3 (a)(2) of the Bank Holding Company Act of 1956 (12 1842(a)(2)) and section 222.4(a)(2) of Federal Reserve t ‘ t eN1 P *,%to ol 'di Y " t Virginia (12 CFR 222,4(a)(2)), an application by bank ' 21th Corporation, Richmond, Virginia, a registered company, for the Board's prior approval of the acquisition -'e ,., 'uan 80 per cent of the outstanding voting shares of The A.Q 154 Bank of Stafford, Falmouth, Virginia. A8 receipt required by section 3(b) of the Act, notice of recommendation requested '4PPlitation was given to, and views and http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 435( -2Of of Virginia. the Commissioner of Banking of the Commonwealth The c ion. eumissioner expressed no objection to approval of the applicat ication was published in the Notice of receipt of the appl Register 8599), providing 1 41 Register on July 7, 1965 (30 Federal ' and views with °I)Portunity for interested persons to submit comments 48Peet to the proposed acquisition. ents The time for filing such comm have been considered by 4141 views has expired, and all those received N iloard. set forth in the IT IS HEREBY ORDERED, for the reasons hereby 40ard's Statement of this date, that said application be and be so approved shall not provided that the acquisition r the date of this e°48441111eted (a) within seven calendar days afte Order r said date. ()r (b) later than three months afte PPr1.80ved day of December, 1965. Dated at Washington, D. C., this 22nd BY order of the Board of Governors. Voting for this action: ers present. Unanimous, with all memb (Signed) Merritt Sherman Merritt Sherman, Secretary. (stAt http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 6 12/22/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEN APPLICATION BY VIRGINIA COI.ZIONVEALTH CORPORATION FOR APPROVAL OF THE ACQUISITION OF SHARES OF THE PEOPLES BANK OF STAFFORD STATEMENT Virginia Commonwealth Corporation, Richmond, Virginia (11APPlicantn), a registered bank holding company, has filed with the 4ard, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 ("the Act"), an application for approval of the acquisition of than 80 per cent of the voting shares of The Peoples Bank of 'tff`c/zd, Falmouth, Virginia ("Bank"). v. Jews and recommendation of supervisory authority. QCitlired by As section 3(b) of the Act, notice of receipt of the application c. tO, and views and recommendation requested of, the Commissioner (/f11 4.)anking of the Commonwealth of Virginia. etiCti to 4ar., The Commissioner voiced no approval of the application. the Statutory factors. - Section 3(c) of the Act requires to take into consideration the following five factors in acting oti this holdina QPplication: condition of the (1) the financial history and the company and the banks concerned; (2) their prospects; (3) ch4 r etor of their management; (4) the convenience, needs, and welfare http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2°f the whether or not the communities and the area concerned; and (5) effect of the acquisition would be to expand the size or extent of the batitp " holding company system involved beyond limits consistent with adequ„ "Le and sound banking, the public interest, and the preservation Of "mpetition in the field of banking. Financial history, condition tark and prospects of Applicant and - At December 31, 1964, nearly two years following Applicant's 4)rrnation as a bank holding company, Applicant controlled six banks (42 banking offices), holding total deposits of approximately $260 million. considered inancial history, though relatively brief, is 441ic atis subsidant'sf as is its financial condition and that of its six factory, i4rY banks. satisfactory Applicant's prospects, based upon the generally rs:)14t11 and earnings prospects of its subsidiary banks, and particularly thos considered e Of its largest subsidiary, Bank of Virginia, are Nttiefactory. Courthouse, Virginia. Bank commenced operation in 1922 at Stafford 14 the ,A office location "v -year period since 1954, Bank has moved its main to val th, retaining the Stafford Courthouse site as a branch, and has about 'tshed a branch in Chatham Heights (1960), a suburban area 1.1/2 Iles east of Falmouth, and in Fredricksburg (1964), about two miles 41t11 f its main office. been exceptional. Bank's growth, while steady, has not t4te Of Its than deposit growth in the past five calendar years has been less http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -3- t that of its nearest competitors in Fredricksburg. r: •1/ 1964, 31, December At 13enk's total deposits were approximately $7 million, or about 50 per cent greater than at the same date in 1960. Its deposits of individuals, 141ttnerships, and corporations ("IPC deposits") at December 31, 1964, Ilere nearly $ 6 million, an increase of approximately $1.5 million over Year-end 1960. In the same period, its loans and discounts increased $3 million to $4 million. During this four-year period, demand 4sedepo sits increased nearly 53 per cent, while time IPC deposits in4eased Only 33 per cent. 4t Despite the greater increase in demand deposits, year-end 1964 Bank s time 'PC deposits represented 73 per cent of its total IPC deposits. Such disproportionate distribution, according to APPlicant, results frcm a lack of aggressiveness on the part of Bank in 11111.stling commercial business. In the five years ending December 31, 1964, 134riltIs reported net income aggregated $212,000 and dividends paid amounted t0 $89)000, or 42 per cent of reported earnings. On the basis of the record, the Board concludes that Bank's fitte ncial history and condition are satisfactory, and that its prospects for Co ntinued sound growth and earnings as an independent institution te also generally satisfactory. At the same time it seems likely that 111°te aggressive operating policies will be pursued by Bank under Applit; s control thus improving somewhat Bank's growth and earnings prospects. 1 S otherwise indicated, all banking data noted are as of this date. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -4- Management. - The Board finds Applicant's management to be "able and senior experienced, its officers having served also as the q4cera of Bank of Virginia. The sound asset condition of each of APPlicant's banks reflects favorably upon their managements. Respecting 41-ik's management, the record shows that Bank's president and chief lye r has bez_a associated with the institution for many years, is 65 Years of cge, and desires to retire at not later than age 70. he is While there is "nside:7ed caable and well qualified for his position, nee that he has pursued extreEely conservative policies and has been tan t to make the chances necessary to meet the . nore complex and grow- It 4 seds within Bank's service area. It was, in part, the desire on the Part of institution which manageuent to convert Bank into a full-service could Promise the maximum of growth, development, and profit, which Nort sdlY led to this proposed affiliation of Bank with Applicant's 11(adi 4g CoMpany system. apparently Although Bank has a second officer 4Pabl„ of assuming chief-executive responsibilities upon retirement of th, p resident, operational it is asserted that, absent the aggressive Nida), ' ea that Applicant could provide, the Bank's second line officer Nad continue to ' as a result of his previous experience and training, Ptirsue ul tra-conservative policies. Bank's affiliation with Applicant, Qs Pr somewhat more aggressive 4"ed, offers reasonable assurance that Polici needs of the es Will be pursued to meet the modern and growing eQ erld that such policies would be administered competently under http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis r: 1- t_IP*. Applicantts s upervision. tth In addition, Applicant could provide Bank a ready and immediate source of junior officer material to allow Although this proposed acquisition future management succession. is not the only means of improving Bank's management situation, it is ti ready and reasonable solution. In the Board's judgment, this consid- offers support, albeit slight, to approval of the application. el:4tiall convenience needs and welfare of the communities and are composite - Bank's primary service area, reflecting a Of the service e tY areas of its respective offices generally comprises of Fredricksburg and areas immediately adjacent thereto in all dir estimated ections. The combined service area has a population tm, rural in character, it 4 s"'°Ut 35)500. While this area is generally is Presently experiencing commercial and industrial development that 1441 Play an increasingly important role in the area's economy. The city °f Fredricksburg, with an estimated 1965 population of 14,000, ins some 260 retail trade establishments, reporting annual retail totaling nearly $40 million. as ellerated by some 35 wholesale and 20 manufacturing establishments Op ting in the area. O An additional $31 million in business development A notable example of the industrial cClarri rig in Fredricksburg is the location therein of the American V iaeo world's largest -J-vision of FMC Corporation, which operates the se n4 Q11, °Phane Plant employing about 2,800 persons. The economy of the location therein of Mary k burg area is further supported by the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Af? -6- Ilashington College and by the nearby location of three Federal military installations. serve to Fredricksburg's numerous historical points of interest encourage the area's substantial tourist trade. The evidence of record indicates that Bank has not contributed to the extent of its potential to the commercial and industrial develop- of the Fredricksburg area. It is to this point that Applicant has Arine iPallY addressed its proposal to provide for Bank additional capital arid e /Tanded operations, particularly in the field of commercial and irlduatrial lending activities. Applicant intends to effect gradually substantial change in Bank's loan portfolio so that greater emphasis 1411 be given to the service of commercial and industrial credit requireWith less emphasis on residential mortgage loans, which now comprise 484bstantial portion of Bank's total loan portfolio. Bank's ability to sceonlmodate a larger number and size of credit demands will be facilitated, keording to Applicant, through participations in such loans by other rile4lbers of 488erts Applicant's system. In addition to the foregoing, Applicant that it will further enable Bank to meet an existing demand for sales financing provide fiduciary and agency services programs) and to tank's customers through referral to other of Applicant's subsidiaries. Pith respect to Bank's internal operations, Applicant proposes -111Pc/ve the same by initiating faster check collection facilities 411c1 8 procedures, inenerallY more progressive operational programs and tiliclin g the utilization of Applicant's computer facilities. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -7- Although in major respects the Board finds that the principal rig needs of the Fredr'cksburg area are being adequately served, it a PPears that the credit requirements of the growing industrial and "ITIrrtercial enterprises in the area would be better served by Bank under APPlicant's control than is presently the case. The assistance that APPlicant has rendered its existing subsidiary banks in meeting the baraci g needs of their respective communities makes reasonable the con1il81011 that the convenience and needs of the Fredricksburg area will better served by Bank under Applicant's control. otfer SQMe weight for approval of the application. This consideration Effect of proposed acquisition on adequate and sound banking, th Publi interest, and banking competition, - Applicant's seven subsidi 'ItY barks (including First National Bank of Vienna, the acquisition 4 was approved by the Board on August 27, 1965) operate 47 offices hold deposits aggregating $269 million, representing less than 6 percent Of The the total banking offices and deposits of Virginia banks. 4d(litioa tooffices Applicant's holding company system of Bank's four $6.9 arid million of deposits would not significantly affect those percentages. b ata 1r1 this paragraph relating to banking offices and deposits are itlQiud°ctober 31, 1965, and December 31, 1964, respectively, adjusted to A bank mergers consummated and bank holding company acquisitions con: IrTIMat (3r approved by the Board as of October 31, 1965, and, in respect Ntipalj - ed Virginia Bankshares Incorporated, a registered bank holding °f Richmond, Virginia, approval on December 15, 1965, of its aClqui js ti°n. of Williamsburg State Bank, Williamsburg, a proposed new bank, sl, 'tic 1/ 11."ieh will be merged the Peninsula Bank and Trust Company and Jamesboth of Williamsburg. 4S of http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Neither Applicant nor any other holding company has an office °I a subsidiary bank located, or competing to any significant degree, in the primary service area of Bank. clApr The nearest office of a subsidiary licant is about 12 miles from Bank's Stafford branch and about 20 miles from its head office, and there is a non-holding company bank °Perat _ ing in the intervening area. The Board finds that no significant flclurit 0f existing competition would be eliminated, nor potential ellThetition precluded, by Applicant's acquisition and operation of Bank. The banks which will be most directly affected competitively by thi -s Proposal are those headquartered in Fredricksburg. Two of the th, v, million, rre dricksburg banks, with deposits of $18 million and $16.5 4sPecti e4-Y, are substantially larger than Bank. The remaining Bank 14as 0 Pened in June 1964 and has deposits of $1.3 million. The initiation la Ba nk of more aggressive operating policies, found earlier to be the 'result of Applicant's acquisition of Bank, would, in the Board's Ridame tend to stimulate competition between Bank and each of its latger Pr edricksburg competitors. As for the smaller institution, it was hatter eu and commenced business in the face of direct competition from eh Of the other long-established banks, and, despite its relatively nrrY in the area, apparently has acquired a reasonable share of ethC batiking market. There is no reason to believe that its ability to Qoillpqte e result ffectively will be significantly or adversely altered as a (1APPlicant's acquisition of Bank. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -9- Two banks which would be less directly affected by this proposal are headq uartered in Spotsylvania// and in Quantico, each of which banks has • an office located ten miles from an office of Bank. of Bank, its distance from the banks in Spotsylvania and ' 81Ze quantiCo, The relatively and, with respect to the bank in Spotsylvania, the fact that beh, " een it and the nearest office of Bank there is an office of one of the 4• ed ricksburg banks, make it unlikely, in the Board's opinion, that the t• w° banks mentioned in Spotsylvania and Quantico will experience any tlurable competitive impact following consummation of Applicant's proposal. in the light of the foregoing considerations and all the facts rh -"e record, the Board concludes that consummation of the subject prowould not increase Applicant's size or extent beyond limits conSi st nt with adequate and sound banking, the public interest, and the Preservation of competition in the field of banking. On the basis of all relevant facts as contained in the record bQfo the Board, and in light of the factors set forth in section 3(c) : I t• he Act, it is the Board's judgment that the proposed acquisition would .Q`• )nsistent with the public interest and that the application should, therefore, be app roved. bQz iliber 22, 1965. e Ples Bank of Spotsylvania is a small institution which was in 1964 by some of Bank's directors with the intent of merging lank after a five-year waiting period required by Virginia law. :ic)rty -' ." t e Per cent of that bank's voting shares are owned by seven ' irej -ors of Bank. ro http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis C.113( BOARD OF GOVERNORS Item No. 7 12/22/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD December 22, 1965. 11r. Eliot J. Swan, President, l'ederal Reserve Bank of San Francisco, San Francisco, California. 94120 Dear Mr. Swan: As Vice President Galvin has been informed in a separate letter of this date, the Board has approved the application, under e1:.ank Merger Act of 1960 (12 U.S.C. 1828(c)), for the Board's Prior consent to the merger of South Bay Bank, Manhattan Beach, California, into Fidelity Bank, Beverly Hills, California. When the Board considered this application, it gave icularly careful attention to the bank's general condition and the ab quality and capacity of its management in view of comments these factors in the most recent report of examination. In reach a favorable conclusion, the Board placed reliance on the ching vi ! „'w8, conclusions, and recommendation of the Federal Reserve Bank San Francisco. While the Board concluded that Fidelity Bank's condition and ma_ thatmanagement were such as to justify approval of the merger, it believes un„ closer than usual supervisory attention should be given this bank a;_',11 such time as it is certain that the improved condition is permanent b_: not merely temporary. For this reason the Board requests the Federal :741!rve Bank of San Francisco to supervise this bank more closely than Id be necessary were the bank's condition better. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4_3( JA Item No. 8 12/22/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. ------------- ; 14 the Tatter of the Application of PIDEtrry BANK approval of merger with 004th Bay Bank 1 ORDER APPROVING MERGER OF BANNS pursuant to the There has come before the Board of Governors, 4411: Merger Act of 1960 (12 U.S.C. 1828(c)), an application by Fidelity hrik) Beverly Hills, California, a State member bank of the Federal lia System, for the Board's prior approval of the merger of that 11" " bank charter and South Bay Bank, Manhattan Beach, California, under the and the sole office title of the former. As an incident to the merger, "Nith Bay Bank would become a branch of the resulting bank. Notice been published °f the Pr°Posed merger, in form approved by the Board, has 141sualltto said Act. the light of UPon consideration of all relevant material in the actors set forth in said Act, including reports furnished by the e°1111)troll ___ Insurance Corporation, ''r of the Currency, the Federal Deposit http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -4362 -2the Attorney General on the competitive factors involved in the 111%1Posed merger, IT IS HEREBY ORDERED, for the reasons set forth in the 4ardes IS Statement of this date, that said application be and hereby approved. IT IS FURTHER ORDERED that the said merger may be cor'wzmated at any time within, but not later than, three months after the 4te of this Order, the Board having determined, pursuant to its of Procedure (12 CFR 262.2(f)(5)), that the public interest ' ' 114114 be served by waiver of the requirement that the transaction not be c emsummated within seven calendar days after the date of this Dated at Washington, D. C., this 22nd day of December,1965. By order of the Board of Governors. Voting for this action: Vice Chairman Balderston, and Governors Robertson, Shepardson, Mitchell, Daane, and Maisel. Absent and not voting: Chairman Martin. signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 9 12/22/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION OF FIDELITY BANK FOR APPROVAL OF MERGER WITH SOUTH BAY BANK STATEMENT with Fidelity Bank, Beverly Hills, California ("Fidelity"), to. 2 ueposits of $36.5 million, has applied, pursuant to the Bank Merger Act est 1960 (12 U.S.C. 1828(c)), for the Board's prior approval of the Tiler Of that bank and South Bay Bank, Manhattan Beach, California (4L ~Y banks which has total deposits of $8 million.' The %tilt" Illerge under the charter and title of Fidelity, which is a member th e Federal Reserve System. As an incident to the merger, the sole off. `xceof increasing the Bay Bank would become an office of Fidelity, titrher the be Of its offices to three. each of As required by law, the Board has considered, as to nks involved, (1) its financial history and condition, (2) the 4detitiee prospects, /7 of its capital structure, (3) its future earnings (4'1 - the „. - 6eneral character of its management, (5) whether its corporate lt figures are as of June 30, 1965. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2.15°17ers are consistent with the purposes of 12 U.S.C., Ch. 16 (the Pea rtu Deposit Insurance Act), (6) the convenience and needs of the Co to be served, and (7) the effect of the transaction on c°41Petition (including any tendency toward monopoly). The Board not approve the transaction unless, after considering all of the factors, it finds the transaction to be in the public interest. Banking factors. - Fidelity concentrates in lending to real es tate developers, brokers, and investors. 40 Per cent of the bank's total loans. This business comprises about While such credits often tend large and complex, the management of Fidelity has demonstrated ell'ertise in this specialized banking activity. With an addition to al scheduled to be made at an early date, the bank's capital position " e ' ' 4 be strengthened. satisfactory, Its net operating earnings have been "0Porating economies now being effected portend favorable earnings Pro spects. Bay Bank's management is in the hands of its president who is pest this normal retirement age. Furthermore, there is a need at the bank for ti°nal management caliber personnel. si tuation have not been successful. 44der Thus far, efforts to remedy As the resulting bank would be proposal would solve this FidelitY S management, consummation of the koblem at diversification in the Bay Bank. It would also provide needed 1 portfolio of the resulting bank; and considerations otherwise relevant to the of the proposal. banking factors are not inconsistent with approval http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis _3_ tfi Fidelity, located Convenience and .needs of the communities. in tie West Los Angeles. verlY Hills, operates one branch in nearby The offices would e°11Nenience and needs of the areas served by Fidelity's not be affected by effectuation of the proposal. Pacific shore approximately Manhattan Beach, situated on the "miles southwest of downtown Los Angeles, has a population of about 34,000 trade area is estimated at 62,000. 3 and the population of its Nae a '-bedroom" community in attendant the main, Manhattan Beach has the and air-space research business and a mixture of light industry fitts neighboring The area is heavily dependent for employment upon * airer electronic manufacturing aft manufacturing plants, oil wells, Plants for increasing ) and engineering research firms. The prospect is deve, including 'cilment and construction in certain areas near Bay Bank, stion "I'lng centers and residential building. banking offices, Bay Bank's "service area"-a/ contains 12 other the State. itleluding nine offices of four of the largest banks in The without 11414ng needs of the area, therefore, would not appear to be "actuate consummation of the transaction would sources of supply. However, taise $350,000, make available FHA the lending limit from $54,000 to over atId expected to otherwise improve real estate financing, and would be the s This would permit greater ervice now available at By Bank. or more of its deposits from which a bank derives 75 per cent 4.viduals, partnerships, and corporations. The http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis el3( -4-Patticipation by that banking office in the expansion and development taking Place and contemplated in the Manhattan Beach area, particularly real eState benefits construction, while at the same time providing substantial tO •pk -QY Bank's customers. Competition. - The nearest office of Fidelity to Bay Bank is /°eated 10 miles to the northwest. The service areas of the two banks do n Airport, °t overlap and are separated by the Los Angeles International 'esidential communities, and small industrial areas. There is virtually 40 c„ w mpetition between the two banks. Bank, operating There is one other small bank, Gateway National -4Y tank's service area. The national bank has proven its ability to offices of °Iete effectively with other banks in the area, including 1414th larger banks, and should not be adversely affected if the proposal is 41 °Ved. size of Fidelity The foregoing, together with the relatively minor ahdi3„ in which 'Y Bank in relation to the highly concentrated banking market they CO mpete and the fact that their respective service areas are served by consummation of other competitors, warrants the conclusion that the Pr°Posal would have no adverse competitive effect. approval of the proposal Summary and conclusion. - As just noted, and would be expected %11)1141 nest result in any adverse effect on competition b community and customers now served g some increase in benefits to the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4 417 Bank, It would solve the management problem at that bank and Pl ide needed diversification in the loan portfolio of the resulting bank. Acco d ngly, the Board finds that the proposed mergerwould n the pubijc interest. betel:abet- 22$ 1965* http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. 10 12/22/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD ••11.RE.StW.*. December 23, 1965. CONFIDENTIAL (FR) Dear Sir: you You will recall that, by letter of October 20, 1964, Regulaamending of were asked for your views on the advisability notes within the tions Q and D to bring member banks' promissory coverage of those regulations. by the Board in The response of your bank was considered publication in the Federal Register tentatively approving, for early in January 1966, a Notice of Proposed Rule Making with respect to a adopted, would require definition of the term "deposit" that, if ember banks to treat promissory notes of the types some of them ve been issuing since September 1964 as deposits subject to the reserves against governing the payment of interest on and deposit . "'posits T r for your confidenA copy of the draft Notice is enclosed will follow the Board tial information. As indicated therein, the to submit data, ity opportun usual method of affording the public an ts. amendmen voposed iews, or arguments in connection with the Very truly yours, Merritt Sherman, Secretary. Enclosure T° THE PRESIDENTS OF ALL FEDERAL RESERVE BANKS. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis IfT" BOARD OF GOVERNORS Item No. 11 12/22/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON OFFICE OF THE VICE CHAIRMAN December 22, 1965. .c.c2EIDENTIAL (FEI Mr. Homer A. Scott, Chairman, rederal Reserve Bank of Kansas City, Kansas City, Missouri. 64106 Dear Homer: The Board of Governors approves the payment of salaries to Mr. George H. Clay as President and Mr. Henry O. KoPpang as First Vice President of the Federal Reserve Bank of Kansas City at rates of $42,500 and $30,000 per annum, respectively, effective January 1, 1966. The rates approved are those fixed by your Board of Directors, as reported in Your letters of October 18 and December 16, 1965. Sincerely you (Signed) C. C. Balderston C. Canby Balderston, Vice Chairman. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis - ii (14-'4.4 BOARD OF GOVERNORS OF THE Item No. 12 12/22/65 FEDERAL RESERVE SYSTEM WASHINGTON OFFICE or THE VICE CHAIRMAN December 22, 1965. CONFIDENTIAL ,(FR) Mr. Atherton Bean, Chairman, Federal Reserve Bank of Minneapolis, Minneapolis, Minnesota. 55440 Dear Atherton: payment The Board of Governors has approved the rate of the of salary to First Vice President Strothman at action This $29,000 per annum, effective January 1, 1966. amend1965, was recommended in your letter of December 8, of rate ing your previous request for approval at the $28,500. Sincerely yours, (Signed) C. C. Balderston C. Canby Balderston, Vice Chairman. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4 "1 ti a _A. Item No. 13 12/22/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orrsciAL CORRESPONDENCE TO THE BOARD December 22, 1965. CONFIDENTIAL (FR) Mr. George H. Ellis, President, Federal Reserve Bank of Boston, Boston, Massachusetts. 02106 Dear Mr. Ellis: December 20, 1965, the With reference to your letter of salary to Assistant Board of Governors approves the payment of $15,500, effective Vice President Tangney at his current rate of This rescinds the preJanuary 1, 1966, to date of termination. to $17,500, effective vious authorization to raise his salary January 1. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis