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Minutes for To: Members of the Board From: Office of the Secretary DQcember 1963 Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, please initial below. If you were present at the meeting, your initials will indicate approval of the minutes. If you were not present, your initials will indicate only that you have seen the minutes. Chin. Martin Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane 2t Minutes of the Board of Governors of the Federal Reserve System on Wednesday, December 4, 1963. The Board met in the Board Room at 10:00 a.m. PRESENT: Mx. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Robertson Shepardson Mitchell Sherman, Secretary Kenyon, Assistant Secretary Fauver, Assistant to the Board Hackley, General Counsel Farrell, Director, Division of Bank Operations Mr. Johnson, Director, Division of Personnel Administration Mr. Kelleher, Director, Division of Administrative Services Mr. Harris, Coordinator of Defense Planning Mr. O'Connell, Assistant General Counsel Mr. Shay, Assistant General Counsel Mr. Goodman, Assistant Director, Division of Examinations Mr. Leavitt, Assistant Director, Division of Examinations Mr. Thompson, Assistant Director, Division of Examinations Mr. Mattras, General Assistant, Office of the Secretary Mr. Bakke, Senior Attorney, Legal Division Miss Hart, Senior Attorney, Legal Division Mr. Hricko, Senior Attorney, Legal Division Mr. Poundstone, Review Examiner, Division of Examinations Mr. Sanford, Review Examiner, Division of Examinations Mr. Smith, Review Examiner, Division of Examinations Mr. Noory, Assistant Review Examiner, Division of Examinations Mr. Mr. Mr. Mr. Mr. Discount rates. The establishment without change by the Federal Reserve Bank of Atlanta on December 2, 1963, of the rates on discounts 12/4/63 -2- and advances in its existing schedule was approved unanimously, with the understanding that appropriate advice would be sent to that Bank. Distributed items. _ The following items, copies of which are attachedindicated, to these minutes under the respective item numbers were .9.22E2y211 unanimously: Item No. Letter to National Bank of Detroit, Detroit, Michigan, (1) granting permission to organize a corporation under section 25(a) of the Federal Reserve Act to be known as International . . Bankof Detroit, Michigan, for the Detroit,*. purpose of engaging in international or foreign banking and international or foreign financial oPerations, and (2) transmitting a preliminary permit. 1 Letters to the Federal Reserve Banks of Boston, Philadelphia, Richmond, Atlanta, Chicago, and Minneapolis approving the payment of salaries to certain officers at specified rates. 2-7 Report on competitive factors (Albany-Worcester, New York). There had been distributed a draft of report to the Comptroller of the Currencyosed merger of on the competitive factors involved in the prop The Bank of Worcester, Worcester, New York, into National Commercial Bank and Trust Company, Albany, New York. After discussion, the report was approved for transmission to the Comptroller with the understanding that the conclusion would be revised to eliminate a statement that the proposal would subject small banks in the area to greater competition, to temper the statement concerning the 4203 12/4/63 -3- increase in concentration of deposits held by the two largest banks in the District, and to eliminate a statement that the effect on competition would be adverse. The conclusion, as transmitted, read as follows: The proposed merger of National Commercial Bank and Trust Company, Albany, New York, and Bank of Worcester, Worcester, New York, would eliminate little competition, as only a nominal amount now exists between them; however, the proposal would, to some extent, increase the concentration of deposits held by the two largest banks in the Fourth Banking District. Report on competitive factors (Piqua-Tipp City-Troy, Ohio). A report to the Comptroller of the Currency on the competitive factors involved in the proposed mergers of The Troy Citizens Bank, Troy, Ohio, and The Tipp-Citizens National Bank, Tipp City, Ohio, into The Citizens National Bank & Trust Company, Piqua, Ohio, was approved unanimously for transmission to the Comptroller. The conclusion read as follows: The competition existing among the three banks involved in this proposal is believed to be only minor. The proposed mergers of The Troy Citizens Bank, Troy, Ohio, and The Tipp-Citizens National Bank, Tipp City, Ohio, into The Citizens National Bank & Trust Company, Piqua, Ohio, would increase the latter's deposit size fairly substantially which might result in intensified competition between it and the now largest bank serving Miami County. It does not appear that smaller banks would suffer significant adverse effects. Report on competitive factors (New York-Bangkok-Singapore-Hong Kong)• A report to the Federal Deposit Insurance Corporation on the com- Petitive factors involved in the proposed acquisition of assets and assumption of liabilities of the Bangkok, Hong Kong, and Singapore branches of 4204 12/4/63 -4- National Handelsbank, N.V., Amsterdam, The Netherlands, by The Chase Manhattan Bank, New York, New York, was approved unanimously for transmission to the Corporation. The conclusion read as follows: The acquisition of the assets and the assumption of the liabilities of the Bangkok, Hong Kong, and Singapore branches of National Handelsbank, N.V. by The Chase Manhattan Bank, New York, should provide increased competition in the international field and to some extent with respect to indigenous business, Particularly in relation to the operations of other large United States banks with overseas branches. Messrs. Goodman and Poundstone then withdrew from the meeting. Application of Bank of Virginia (Items 8, 9, and 10). Pursuant to the decision reached at the meeting on November 27, 1963, there had been distributed a proposed order and statement reflecting the Board's approval of the application of The Bank of Virginia, Richmond, Virginia, to merge with The Hallwood National Bank, Hallwood, Virginia. There had also been distributed a draft of dissenting statement of Governors Mills and Robertson. The issuance of the order, statement, and dissenting statement l'ras authorized, with the understanding that the majority statement would be revised to reflect certain suggestions by Governor Mitchell. Copies of the order, statement, and dissenting statement, as issued, are attached to these minutes as Items 8, 9, and 10. Mr. Hricko then withdrew from the meeting. Applications of Atlantic National Bank and Atlantic Trust Company. There had been distributed a memorandum from the Division of Examinations 4205 12/4/63 -5- dated November 22, 1963, along with other pertinent papers, relating to the applications of The Atlantic National Bank of Jacksonville and Atlantic Trust Company, both of Jacksonville, Florida, for approval, pursuant to section 3(a)(2) of the Bank Holding Company Act, to acquire shares of common stock of Daytona Atlantic Bank, Daytona Beach, Florida, a proposed new bank. Mr. Thompson summarized the applications, basing his remarks essentially on the information contained in the Division memorandum, and stated reasons why the Division recommended approval. Governor Robertson said that he would approve the applications, although he regarded the case as weak from the standpoint of public need. In this be served connection, he referred to the size of the community to and the number of banks already in existence. He noted, however, that Other holding company interests were represented in this area and that the Florida Commissioner of Banking, who was familiar with the locality, had recommended approval. The other members of the Board also indicated that they would approve the applications. Thereupon, the applications of The Atlantic National Bank of Jacksonville and Atlantic Trust Company were approved unanimously, with the understanding that an order and statement reflecting this decision Yould be prepared for the Board's consideration. Messrs. O'Connell, Shay, Leavitt, Thompson, Mattras, Sanford, Smith, and Noory then withdrew from the meeting, as did Miss Hart. `..?,f )t3 12/4/63 -6Vice President in charge of Denver Branch (Item No. 11). At the meeting on November 20, 1963, the Board had given preliminary consideration to the proposal of the Board of Directors of the Federal Reserve Bank of Kansas City, as stated in Deputy Chairman Simons' letter of November 14, 1963, to promote John W. Snider, Cashier at the head office, to the position of Vice President assigned in charge of the Denver Branch, with salary at the rate of $17,000 per annum, effective January 1, 1964. Action on the matter was deferred by the Board of Governors pending discussion with representatives of the Reserve Bank. At this meeting Governor Mitchell reported on a conversation with President Clay that clarified certain questions previously raised. Thereupon, unanimous approval was given to a letter to the Federal Reserve Bank of Kansas City approving the payment of salary to Mr. Snider as Vice President at the rate of $17,000 for the period January 1 through December 31, 1964. A copy of the letter is attached as Item No. 11. Mr. Johnson then withdrew from the meeting. S..1663. Mr. Bakke referred to the report that had been sent to Chairman Eastland of the Senate Judiciary Committee, pursuant to Board action on November 1, 1963, concerning S. 1663, a bill to amend the Administrative Procedure Act. He stated that apparently few other s.gencies had submitted their reports as yet, that the Budget Bureau was seeking to have such reports submitted by the end of the year, and that some agencies, having been apprised of the existence of the Board's 4 2( . 12/4/63 -7- report, had inquired whether they might have copies for their use in analyzing the bill. After discussion, the sending of copies of the report to such agencies as requested access to the report was authorized. Mr. Bakke then withdrew from the meeting. Emergency relocation arrangements (Item No. 12). There had been distributed a memorandum from Messrs. Harris, Farrell, and Kelleher dated November 4, 1963, attaching a report of a concurrent study by representatives of the Board and the Federal Reserve Bank of Richmond concerning relocation arrangements. The report recommended, for reasons stated, that the Board establish a relocation facility for the joint use of itself and the Richmond Bank at a specified location; that the Board and the Bank develop plans for such facility with a view to its construction by the Richmond Bank; that in the development of such plans Consideration be given to including an emergency currency vault for servicing Reserve Banks in the eastern part of the country; and that the functions of the Board and the Richmond Bank be reviewed for the Purpose of determining which functions, if any, in addition to those directly related to the operation of the relocation facility, might be usefully transferred to the relocation site so as to establish a prelocated staff for use in an emergency. Rough estimates indicated that the construction of a facility of the type envisaged by the report might eost around $467,000 and that the emergency currency vault might cost an additional $300,000 to $400,000. 1 2( 12/)4/63 -8At the Board's request Mr. Harris commented, in supplementation Of the memorandum, concerning the present relocation arrangements, the difficulties involved in them from the standpoint of vulnerability and the needs of the Richmond Reserve Bank for space, the nature of Government policy in regard to relocation provisions, the possible alternatives that had been studied by the staff group, and the reasons underlying the recommendations. Governor Robertson endorsed the staff recommendations and said that the Richmond Reserve Bank was ready to move forward with construction of the proposed relocation facility as soon as the proposal was cleared with the Board, thus clearing the way also for the Bank to resolve space problems that had arisen at the Bank's head office. He noted that the proposed site for relocation activities was desirable, in that the facilities were reasonably convenient both to Washington and to Richmond, Permitting relatively easy utilization. He urged that favorable considera- tion be given to including the emergency currency vault in the construction Plans) pointing out that costs would be held to a minimum if the vault were built in conjunction with the development of the site. 4 qUestion, In reply to Governor Robertson said he understood President Wayne had discussed the relocation proposal with the Richmond Bank's Board of Directors and that approval by the directors was being deferred only in the absence of Board concurrence with the plan. Attention was called to the planning that would be necessary in considering what Board functions and what Reserve Bank functions, in I909 12/4/63 -9- addition to the Federal Reserve leased wire switching center, might be moved to the relocation facility, and Governor Mitchell stressed the importance of arranging for regular functions to be carried on continuously at the relocation site so as to afford the wherewithal for continued Operations in the event of an emergency. He inquired whether such step, since arrangements should not in fact be considered as a first the results might have a bearing on the layout of the structure to be two steps erected, but Governor Robertson indicated that he thought the might proceed simultaneously, with decisions as to location of personnel at the site being formulated during the period when the facilities were under construction. whether to The initial question, he suggested, was go ahead with the construction of the facilities, following which arrangements could be made to have the site activated. If the Board was prepared be to go forward with the proposal, the selection of functions that would moved to the relocation site deserved full study both by the Board and the Federal Reserve Bank of Richmond. to There followed comments on the conformity of the proposal cost of the Government emergency planning policy and discussion of the Project, with Governor Robertson suggesting that for practical purposes it would seem well to think in terms of a total expenditure in the area of $1 million. the view that the Governor Shepardson expressed agreement with quarters should be activated on a continuing basis for the plan to be 4210 12/4/63 -10- effective. The separation of certain functions and staff for this Purpose would of course pose personnel problems and involve some handicap from the point of view of Board operations. Competent people would be needed at the relocation site permanently if operations were to be carried on effectively in the event of emergency. In some cases, it might be necessary to employ personnel subject to the understanding that they would be assigned to the relocation site. Thus, there would be distinct problems involved that the Board must be prepared to face if it decided to go forward with the plan for construction of the new facility. Notwithstanding these difficulties, since the Board had decided, as a matter of Policy, to follow an emergency planning program compatible with the general Government program, he did not see how the Board could do otherwise than to move ahead. However, a detailed study should be initiated promptly to determine what functions could feasibly be transferred to the relocation site, and planning for the transfer of those functions should then begin. Governor Balderston described the present relocation arrangements as unrealistic, and Chairman Martin also indicated that he had concluded that it would probably be desirable to move ahead with the current proPosal. Governor Shepardson agreed, and Governor Mitchell said his only reservation was that he would want to be sure that the relocation site was set up as a center of active operations on a continuing basis. On the last point, Governor Robertson said he would like to formulate suggestions for the Board's consideration, and it was understood that he would proceed to develop such suggestions. 211 12/4/63 -11It was then agreed that the Federal Reserve Bank of Richmond Should be advised of the Board's concurrence in the relocation proposal SO that the Bank would be in a position to move ahead with the development of plans for construction of the facilities. A copy of the letter sent to the Richmond Reserve Bank in accordance with this action is attached as Item No. 12. Messrs. Hackley, Farrell, Kelleher, and Harris then withdrew from the meeting. Director appointments. Against the background of informational material that had been distributed, including memoranda from Mr. Fauver dated December 3, 1963, consideration was given to situations where action by the Board would be required to replace Federal Reserve Bank and branch directors whose terms were to expire at the end of this year. (Certain reappointments had already been approved by the Boo.rd.) On the basis of today's discussion, it was understood that the respective members of the Board would assume responsibility for making inquiry as to appointment possibilities at designated Reserve Banks, including consultation with the Chairmen of such Banks to the extent deemed appropriate, and that the appointments to be made would then be considered further by the Board. The meeting then adjourned. Secretary's Notes: Pursuant to the recommendation contained in a memorandum from the Division of Research and Statistics, 4212 12/4/63 . -12Governor Shepardson approved on behalf of the Board on December 3, l93, the appointment of Patricia Kay Cook as Statistical Clerk in that Division, with basic annual salary at the rate of $3,820, effective the date of entrance upon duty. Governor Shepardson today approved on behalf of the Board the following items: cs dated Memorandum from the Division of Research and Statisti for tion compensa of rate the that November 14, 1963, recommending from d increase be , Division that to nt Consulta Gertrude Weiss, to subject 1964, 1, January e effectiv 5() to $65 for each day worked, nt. Consulta a as reappointment of Mrs. Weiss dated Memorandum from the Division of Personnel Administration December 2, 1963, recommending that the following practices be instituted effective January 1, 1964: 1. Payment for travel expenses in accordance with the Board's travel regulations to newly appointed stenographers, FR-3 and 4, and to typists, FR-2 and 3, from their homes to the metropolitan area of Washington, D. C., with the understanding that where such expense is paid to newly appointed stenographers and typists there will be no payment for interview expenses as is done at present. Careful consideration will, of course, be given before making any such appointments from areas which would involve distant travel to Washington, D. C. 2. Requirement that applicants have had one year of post-high-school training, such as in a business ate school, junior college, or college, or appropri experience, to qualify for typist positions, FR-3, and stenographer positions, FR-4. ding the Memoranda from appropriate individuals concerned recommen following actions relating to the Board's staff: A pointment Johnny S. Fox as Messenger, Division of Administrative Services, with e the date of entrance basic annual salary at the rate of $3,245, effectiv Upon duty. 4213 12/4/6 -13- Leave without pay Mary C. Wing, Technical Editor, Economics, Division of Research and Statistics, from November 24, 1963, to January 15, 1964. 1 9 3 Item No. 1 BOARD OF GOVERNORS ..... Gov: . .• ,c)OF 4, • o. '0 ' L., • 12/4163 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD •S.RES‘":• • •. December 4, 1963. Mr. Henry T. Bodman, President, National Bank of Detroit, Detroit 32, Michigan. Dear Mr. Bodman: The Board of Governors has approved the Articles of Association and the Organization Certificate, dated October 21, 1963, of International Bank of Detroit, and there is enclosed a preliminary permit authorizing that Corporation to exercise such of the powers conferred by Section 25(a) of the Federal Reserve Act as are incidental and preliminary to its organization. Except as provided in Section 211.3(a) of Regulation K, the C°rPoration may not exercise any of the other powers conferred by Section 25(a) until it has received a final permit from the Board authorizing it generally to commence business. Before the Board will issue its final permit to commence business, the president, cashier, or secretary, together ith at least three of the directors, must certify (1) that each director ls a citizen of the United States; (2) that 'a majority of the shares of caPital stock is held and owned by citizens of the United States, by corporations the controlling interest in which is owned by citizens of the United States, chartered under the laws of the United States or of a State ?f the United States, or by firms or companies the controlling interest 111 which is owned by citizens of the United States; and (3) that of the .._ thorized capital au stock specified in the Articles of Association at least Per cent has been paid in in cash and that each shareholder has individually paid in in cash at least 25 per cent of his stock subscription. ereafter the cashier or secretary shall certify to the payment of the remaining instalments as and when each is paid in, in accordance with law. Very truly yours, (Signed) Kenneth A. Kenyon Enclosure Kenneth A. Kenyon, Assistant Secretary. 4 1- BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON December 4, 1963. Preliminary Permit of Governors IT IS HEREBY CERTIFIED that the Board authority vested of the Federal Reserve System, pursuant to Act, as amended, in it by Section 25(a) of the Federal Reserve n and Organizahas this day approved the Articles of Associatio INTERNATIONAL tion Certificate, dated October 21, 1963, of Governors, and BANK OF DETROIT duly filed with said Board of to exercise that INTERNATIONAL BANK OF DETROIT is authorized Section 25(a) as such of the powers conferred upon it by said on pending the are incidental and preliminary to its organizati al Reserve issuance by the Board of Governors of the Feder business in System of a final permit generally to commence 25(a) and the accordance with the provisions of said Section of the rules and regulations of the Board of Governors to. Federal Reserve System issued pursuant there BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (SEAL) BY (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. 42113 BOARD OF GOVERNORS Item No. 2 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDREBB OrrICIAL CORREBPONDENCIC TO THE BOARD December Co h, 1963. IDENTIAL (FR) Mr. George H. Ellis, President, Federal Reserve Bank of Boston, Boston, Massachusetts 02106. Dear Mr. Ellis: to the The Board of Governors approves the payment of salaries • foOWing period the officers of the Federal Reserve Bank of Boston for January 1 through December 31, 1964, at the rates indicated: Name Laurence H. Stone Jarvis M. Thayer Charles H. Brady John E. Lowe Parker B. Willis Title Secretary and Associate General Counsel Cashier Assistant Vice President Special Adviser Vice President and Economic Adviser Annual Salary $161000 16,500 14,000 18,000 17,500 The salary rates approved are those fixed by your Board of Directors, as r eported in your letter of October 16, 1963. You have been advised previously of Board approval of the payment of sal • aries to two new officers. This letter advises of Board action concerning IserZlaries of officers whose title is to change on January 1. You will be adsed of Board action on the remaining salary proposals at a later date. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Item No. BOARD OF GOVERNORS 3 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OPPICIAL. CORRESPONDENCE TO THE BOARD December 4, 1963. CONFIDENTIAL (FR) Mr. Karl R. Bopp, President, Federal Reserve Bank of Philadelphia, Philadelphia, Pennsylvania 19101. Dear Mr. Bopp: The Board of Governors approves the payment of salaries for the foi lowing officers of the Federal Reserve Bank of Philadelphia, for the period January 1 through December 31, 1964„at the rates indicated: Name T Kenneth M. Snader ;',4ck C. Rothwell t Ber ram W. Zumeta Title Assistant Vice President Economist Economist Annual Salary $141000 12,500 13,500 rates approved are those fixed by your Board of Directors, as in your letter of November 8, 1963. You will be advised at a later date of t, Board action regarding salary proposals for the remaining officers of "e Philadelphia Reserve Bank. reportedThe Very truly yours, (SifTed) Merritt Sherman Merritt Sherman, Secretary. 4218 BOARD OF GOVERNORS Item No. 4 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRICIIIB Offal:11AL OORRERPONOCMDR TO THZ BOARD December 4, 1963. CONFIDENTIkL (FR) Mr. Edwin Hyde, Chairman, Federal Reserve Bank of Richmond, Richmond, Virginia 23213. Dear Mr, Hyde: of the The Board of Governors approves the payment of salaries period the for Ricilmond, of Bank following officers of the Federal Reserve indicated: rates uanuary 1 through December 31, 1964,at the Name Welford S. Farmer Chester D. Porter, Jr. Edward L. Bennett Title Vice President and General Counsel Examining Officer Examining Officer Annual Salary $19,000 12,000 13,500 as The rates approved are those fixed by your Board of Directors, d reported in your letter of November 14, 1963. You will be advised at a later remaining officers of t te of Board action regarding salary proposals for the ue Richmond Reserve Bank. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 4.219 BOARD OF GOVERNORS Item No. 5 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON. D. C. 20551 CORREPPONCIENCIC ADDRESS OFFICIAL TO THIL •OAFIO December 4, 1963. CONFIDENTBI (FR) Mr. Malcolm Bryan, President, Federal Reserve Bank of Atlanta, Atlanta, Georgia 30303. Dear Mr, Bryant the The Board of Governors approves the payment of salaries of period the for Atlanta, following officers of the Federal Reserve Bank, of January 1 through December 31, 1964,at the rates indicated: Name Title Annual Salary Duane Hoover W. M. Davis Arthur Kantner Assistant Cashier Assistant Cashier Assistant Cashier $12,000 14,500 13,500 as The rates approved are those fixed by your Board of Directors, adbe will You rePorted in Mr. Patterson's letter of November 11, 1963. vised at a later date of Board action regarding salary proposals for the remaining officers of the Atlanta Reserve Bank. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 220 BOARD OF GOVERNORS ......• , Item No. 6 12/4/63 OF THE FEDERAL RESERVE SYSTEM .0 WASHINGTON, D. C. 20551 ADDRESS orrictAL DORRCSPONOCHDIC TO THE HOARD December 4, 1963. CONFIDENTIAL (FR) Mr. Charles J. Scanlon, President, Federal Reserve Bank of Chicago, Chica60 --, Illinois 60690. Dear Mr. Scanlon: The Board of Governors approves the payment of salaries of the g officers of the Federal Reserve Bank of Chicago,- for the period ' owinanuary 1 through December 31, l961 at the rates indicated: foil• Name D. K. R. A. M. A. M. J. Doyle Scheid Scheider Anschutz Title Assistant Assistant Assistant Assistant Vice President Vice President Cashier Cashier Annual Salary $114,500 151000 12,000 11,000 The rates approved are those fixed by your Board of Directors as reported in your letter of November 210 1963. You will be advised at a later , da of Board action regarding salary proposals for the remaining officers of the Chicago Reserve Bank. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 9 39 : Item no. ( BOARD OF GOVERNORS 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADORE/III Orrinint. commtriroNocNac TO THE !BOARD December 4, 1963. CONFIDENTIAL (FR) Mr. Frederick L. Deming, President, Federal Reserve Bank of Minneapolis; Mi nneapolis, Minnesota 55440. Dear Mr. Deming: The Board of Governors approves the payment of salaries of the following officers of the Federal Reserve Bank of Minneapolis, for the Period January 1 through December 31, l9614 at the rates indicated: Name R. J. Dreitzler J. A. MacDonald R. D. Graham Title Annual Salary General Auditor Assistant Vice Predident Assistant Counsel and Assistant Secretary $151000 .13,500 13,000 The rates approved are those fixed by your Board of Directors, as reported in your letter of November 114, 1963. You will be advised at a later 412'te of Board action regarding salary proposals for the remaining officers of ( '41e Reserve Bank. Very truly yours, (ifT,ned) Merritt Sherman Merritt Sherman, Secretary. 4222 Item No. 8 12/4/63 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of THE RANK OF VIRGINIA p!,f)r aPproval of merger with The Hallwood National Bank ORDER APPROVING MERGER OF BANKS There has come before the Board of Governors, pursuant to the Lank Merger Act of 1960 (12 U.S.C. 1328(c)), an application by The Bank Federal f Virginia, Richmond, Virginia, a State member bank of the Reserve System, for the Board's prior approval of the merger of that bank and The Hallwood National Bank, Hallwood, Virginia, under the Charter and title of the former. As an incident to the merger, the nole The office of The Hallwood National Bank would become a branch of Bank of Virginia. by the Notice of the proposed merger, in form approved Board, has been published pursuant to said Act. Upon consideration of all relevant material in the light of he factors set forth in said Act, including reports furnished by the C°111Ptroller of the Currency, the Federal Deposit Insurance Corporation, "d the Department of Justice on the competitive factors involved in the Proposed merger, 42 -2- IT IS HEREBY ORDERED, for the reasons set forth in the Board ia Statement of this date, that said application be and hereby is Pproved, provided that said merger shall not be consummated (a) within seven calendar days after the date of this Order or (b) later than three months after said date. Dated at Washington, D. C., this 4th day of December, 1963. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston and Mitchell. Voting against this action: and Robertson. Absent and not voting: Governors Mills Governor Shepardson. (Signed) Merritt Sherman Merritt Sherman, Secretary. 4224 BOARD OF GOVERNORS Item No. 9 12/4/63 OF THE FEDERAL RESERVE SYSTEM APPLICATION BY THE BANK OF VIRGINIA FOR PRIOR APPROVAL OF MERGER WITH THE HALLWOOD NATIONAL BANK STATE&Et,IT The Bank of Virginia, Richmond, Virginia ("Virginia Bank"), with deposits of $170 million as of June 29, 1963, has applied, pur- suant to the Bank Merger Act of 1960 (12 U.S.C. 1328(c)), for the -mard s prior approval of the merger of that bank and The Hallwood Wati°nal Bank, Hallwood, Virginia ("Hcllwood Bank"), with deposits Of 84.7 million as of the same date, under the charter and title of Ilitginia Bank. The proposal contemplates that the sole office of Hallwood Bank would be operated as a branch of the resulting bank, incl'easing the number of offices operated by Virginia Bank to 27. Under the Act, the Board is required to consider, as to e4eh of the banks involved, (1) its financial history and condition, (2) th e adequacy of its capital structure, (3) its future earnings Pros Pects, (4) the general character of its management, (5) whether its corporate powers are consistent with the purposes of 12 U.S.C., Ch. 16 (the PederaI Deposit Insurance Act), (6) the convenience and needs of the "mmunity to be served, and (7) the effect of the transaction on e°1111)Qtition (including any tendency toward monopoly). The Board may 422,r; -2- not approve the transaction unless, after considering all these factors, it finds the transaction to be in the public interest. Banking factors. - The financial history and condition of both banks are satisfactory. The financial condition of the result- ing bank would be satisfactory, also. r easonably adequate. Hallwood Bank's capital is Virginia Bank has benefited from recent sub- stantial additions to capital and the bank contemplates further action in this area. The earnings record of Hallwood Bank compares favorably with other banks of its size in the Fifth Federal Reserve District. Virginia Bank's earnings are scmewhat less than the average for banks comparable size in the District. However, the bank's earnings have improved recently, and prospects for further improvement are favorable. Virginia Bank's senior management is regarded as progressive and capable as are its junior executives who have benefited from the bara„, -r• s extensive training program. While the management of Hallwood tank is adequate, it lacks depth. Approval of the proposed merger weuld insure continuity of management for the only banking office at nallwood, since Virginia Bank has a pool of experienced executives frem which management succession could be provided. There is no indication of any inconsistency with the Provisions of 12 U.S.C., Ch. 16. 22C Convenience and needs of the communities. - Virginia Bank °Perates its main office and 17 branches in the Richmond metropolitan area, three branches in Norfolk, and one branch each in the cities of Newport News, Roanoke, Petersburg, Portsmouth, and one in the community of Dinwiddie. The proposed merger would have little effect upon the convenience and needs of the communities presently being served by that bank. Hallwood Hallwood (population 269), where the sole office of Bank is located, is situated in the northern part of Accomack County (Population 30,635). Accomack County is the northernmost of the t14° Counties comprising the Virginia portion of the Eastern Shore Peninsula, which lies between the Atlantic Ocean and Chesapeake Bay. re and The county's economy is primarily based on agricultu he seafood industry. A number of vegetable canneries and seafood Packing houses utilize Accomack County's raw materials. Employment i8 also provided by lumber plants, shirt manufacturers, and producers of building products. Highway, The county is served by the busy Ocean vacationists to U. S - 13, which brings numerous tourists and summer he area. are expected This and other parts of the county's economy to show decided gains with the completion of the Chesapeake Bay bridge-tunnel, scheduled for 1964, which will join the Virginia P°rtion of the peninsula to the Norfolk area. the National Additional economic support is derived from Aeronautics and Space Administration installation at Wallop's Island, 422 -4ten miles northeast of Hallwood, which presently employs approximately 1,000 persons and has an annual pay.roll of about $9 million. The present stable and moderately diversified economy and anticipated growth portend a. favorable economic outlook for the county. Cc/nanmmation of the proposed merger would provide Hallwood and the county with improved banking services and make more conveniently available to the area's larger businesses the increased lending limit and credit advisory services of Virginia Bank. be There also appears to some need in the Hallwood area for a wider range of consumer install- ment ment financing. The proposal, if effectuated, would substantially aug- consumer credit facilities in the area. The availability of full-scale banking services at a banking °'4ica at Halluood would have a favorable influence on the expected g-4.01/th of the county and the Hallwood area. Comnetition. - Virginia Bank, a subsidiary of Virginia Com monwealth Corporation, a registered bank holding company, is the fifth largest bank in the State. Consummation of the proposed merger llould change the bank's standing to fourth. The total deposits held bY the Virginia Commonwealth group of banks would be increased by only (3tle- tanth of one per cent of the total deposits held by commercial benks in Virginia. Virginia Bank's three branches in Norfolk are the offices Of v4 . 4rglnia Commonwealth Corporation subsidiaries nearest to Hallwood. 4228 -5- These offices are about 80 miles from Hallwood and there is no evidence of direct competition between them and Hallwood Bank. Bank Hallwcod Bank's principal competitor is Metompkin and Trust Company, Parksley, about eight miles south of Hallwood, oPerating a branch about five miles south of Hallwood. The presence of a bank in Hallwood the size of Virginia Bank would provide greater competition for Metompkin Bank and Trust Company, but it is not felt that the disparity in size necessarily implies serious competitive dis advantages for the smaller bank. a and about In Focomoke City, Earyland, also on the peninsul 19 miles larger north of Hallwood, two Maryland banks serve the bu sigsiness customers of the Virginia Eastern Shore area without nificant competition from Virginia banks located in the area. These Bank, Maryland banks - Maryland National Bank and Citizens National Cn a holding company ffiliate of Financial General Corporation, a bank 14ou1d be provided with increased competition for this business by a branch of Virginia Bank in Hallwood. County It does not appear that other banks in Accomack 11°111d be adversely affected by consummation of the proposal due to heir distances from Hallwood and the fact that they tend to limit located. heir activities to the local communities in which they are proposed merger Summary and conclusion. - Consummation of the 14(pu1d provide successor management for Hallwood's only banking office, arW make available to individuals and industry in Hallwood and the surrounding Accomack County area the broad range of services provided bY large banks. Competition for business and industrial accounts would be intensified for banks located in the Maryland portion of the Peninsula. Favorable economic prospects for the entire peninsula area suggest a climate conducive to continued healthy expansion for smaller banks in the area. The competitive effects on smaller banks of establishment of Virginia Bank as a competitor in the area should not be significantly adverse. Accordingly, the Board finds the proposed transaction to • the be- in public interest. be cember 4, 1963. 423t DISSENTING STATEMENT OF GOVERNORS MILLS AND ROBERTSON Item No. 10 12/4/63 Effectuation of the proposal approved by the Board in this cue will advance The Bank of Virginia to fourth place in size among the commercial banks in Virginia by the elimination of a growing independent bank with satisfactory prospects. It will also augment further, through the merger route (and by use of a healthy premium), the concentration of banking resources controlled by Virginia Commonwealth Corporation and add still another area of the State to thesealready penetrated by the growing aggregation of banking facilities of that bank holding company. Furthermore, only a relatively short distance from Hallwood there are available any banking services not supplied by The Hallwood National Bank or the other banks in Accomack County. Maryland National Bank - with a branch at nearby Pocomoke City, Maryland, and total dePosits of over $575 million - can make its resources readily available for the use and convenience of the Pocomoke City Branch and the customers served by that Branch in Hallwood and Accomack County. Also in Pocomoke City is the Citizens National Bank, a subsidiary of Financial General Corporation, a bank holding company with total resources of 4PPr oximately $1 billion and more than a score of controlled banks in seven States and the District of Columbia. This pool of resources Liarly is accessible for the convenience and use, through the Citizens National Bank, of bank customers in the Virginia portion of the Eastern Shore Peninsula. Clearly, these two sources of financial ervices can supply conveniently present banking needs that may not be adequately met by the banks in Hallwood and Accomack County, and 1231 -2cen be expected to continue as nearby means for meeting future needs for banking services that may not be satisfied through growth of the local banks in the Hallwood - Accomack area. of Virginia, Hallwood Bank, although small compared to Bank is the largest of five independent banks in Accomack County. While the replacement of Hallwood Bank by a branch of Virginia Bank might organizabe expected to increase competition for the larger banking tions represented at Pocomoke City, there can be little doubt that the remaining smaller banks in Accomack County will be exposed to increasingly strong competitive forces. of There would seem clearly to be no pressing problem management at Hallwood Bank. As a part of the merger transaction the chief executive officer of that bank apparently will become a vice president of The Bank of Virginia. This seems to refute the eXistence of any present management difficulty at Hallwood Bank, and there is no evidence that any lack of depth in management at that bank might not be corrected within a reasonable time by means °ther than a merger. application In a case such as this, it is our view that the Should not be approved unless there is a much stronger showing of record benefits to the public than is revealed by anything in the Of this case. Accordingly, we would disapprove the application. December 4, 1963. 4232 BOARD OF GOVERNORS Item No. 11 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD December 4, 1963. CONFIDENTIAL (FR) Mr. George H. Clay, President, Federal Reserve Bank of Kansas City, Kansas City, Missouri 64106. Dear Mr. Clay: The Board of Governors approves the payment of salary to Mr. John W. Snider as Vice President of the Federal Reserve Bank of Kansas City, assigned to the Denver Branch, at the rate of $17,000 per annum, for the period January 1 through December 31, 1964. The salary rate approved is that fixed by your Board of Directors, as reported in Mr. Simons' letter of November 14, 1963. Very truly yours, (Signed) Merritt Merritt Sherman, Secretary. Sherman or* BOARD OF GOVERNORS Item No. 12 12/4/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD December 13, 1963. Mr. Edward A. Wayne, President, Federal Reserve Bank of Richmond, Richmond, Virginia 23213. Dear Mr. Wayne: On December 4, 1963, the Board approved the recommendations contained in the report on emergency relocation arrangements dated October 28, 1963, prepared jointly by the study committees of the Board and the Federal Reserve Bank of Richmond. It is understood that you have a copy of this report. In approving the recommendations, the Board indicated that a currency vault should be included in plans for the new facility, and it emphasized the importance of identifying functions which might usefully be transferred to the facility. Members of the Board's study committee expressed their appreciation for the cooperation and assistance of Messrs. Dickerson, Black, and Nowlan in the preparation of the report. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary.