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Minutes for February 25, 1964 To: Members of the Board From: Office of the Secretary Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of 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. Chm. Martin Gov. Mills Gov, Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane ,,c,c,13 Minutes of the Board of Governors of the Federal Reserve SYstem on Tuesday, February 25, 1964. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. Martin, Chairman 1/ Balderston, Vice Chairman Mills Robertson Shepardson Mitchell Sherman, Secretary Kenyon, Assistant Secretary Bakke, Assistant Secretary Fauver, Assistant to the Board Hackley, General Counsel Farrell, Director, Division of Bank Operations Mr. Solomon, Director, Division of Examinations Mr. Johnson, Director, Division of Personnel Administration Mr. O'Connell, Assistant General Counsel Mr. Shay, Assistant General Counsel Mr. Sammons, Adviser, Division of International Finance Mr. Thompson, Assistant Director, Division of Examinations Miss Hart, Senior Attorney, Legal Division Mr. Egertson, Supervisory Review Examiner, Division of Examinations Mr. Hunter, Supervisory Review Examiner, Division of Examinations Mr. McClintock, Supervisory Review Examiner, Division of Examinations Mr. Sanford, Review Examiner, Division of Examinations Mr. Mr. Mr. Mr. Mr. Mr. Ratification of approval of application by Wells Fargo Bank Item .1 • Mr. Solomon summarized the sequence of events sur- l'°1111ding emergency approval of a telegraphic request from Wells Fargo ritered meeting at point indicated in minutes. gsy -2- 2/25/64 San Francisco, California, for permission to establish a branch in Covelo. On Friday, February 21, he had received a telephone call from Messrs. Hemmings and Galvin of the Federal Reserve Bank of San l'rancisco and Mr. O'Kane, Superintendent of Banks for the State of California. The purpose of this call was to advise the Board that O'Kane might have to close an insured nonmember bank in Covelo, California, as of the opening of business on Monday, February 24; that silloe this was the only bank in town, it was desired to insure immediate continuity of banking services through establishment of a de novo branch by a reputable bank; that Wells Fargo Bank had indicated its agreement t° cooperate in this matter; and that it was hoped the Board would grant Fargo Bank emergency approval for establishment of the branch. ** Solomon suggested to the callers that a request from Wells Fargo 4111t) together with recommendations of approval by the Reserve Bank and by °Lv. O'Kane, be sent to the Board by telegram as soon as possible in ' °I cler for the Board to have something concrete to act upon. A telephone poll of all members of the Board who could be reiched during the weekend (a majority) was conducted by Mr. Solomon, slating in unanimous agreement by those contacted that telegraphic not. -Lee of approval be sent to Wells Fargo Bank on Monday, February 24, Etzs 1411ing the anticipated telegraphic request and favorable recommenda- tio., gs had been received. The telegrams were received at the Board's qt. Ices that morning, and the previously agreed-to telegraphic approval 61 2/25/64 -3- establishment of the branch was immediately transmitted (copy attached to these minutes as Item No. 1). Mr. Solomon went on to say that he had been in touch again Ifith Mr. Galvin after the Board's telegram of approval was sent, and 114a advised that while the Covelo bank had been allowed to open for business (on Monday), it was probable that the closing would be ordered 8°171e, time later in the day, and Mr. O'Kane was still anxious that the Wells Fargo branch be opened immediately after the taking of such 4ct3 on. Mr. Solomon also noted that the Federal Deposit Insurance C°rPoration was following the situation closely, and that solving the Droblem by merger was evidently impracticable because of complications ill regard to ascertaining the Covelo bank's true capital position, due t° certain activities involving apparent self-dealing and other such AZ'a .ctices. Thereupon, the action taken in sending the telegram of approval 14 l'eaponse to Wells Fargo Bank's request for authority to establish a 13rEtt1eh in Covelo, California, was ratified by unanimous vote. Discount rates. The establishment without change by the Federal Res.-gve Banks of New York, Philadelphia, and San Francisco on February 20, 1964 ) of the rates on discounts and advances in their existing schedules aPProved unanimously, with the understanding that appropriate advice 1/0,0 be sent to those Banks. Circulated items. The following items, copies of which are %,elled to these minutes under the respective item numbers indicated, aPProved unanimously: 2/25/64 _)4._ Item No. Letter to The County Trust Company, White Plains, New York, approving the establishment ct a branch in the Shrub Oak Shopping Center, T°1,Tri of Yorktown. 2 Letter to The Bank of Virginia, Richmond, rginia, approving the establishment of a uranch at 731 East Main Street, the branch °Perations to be discontinued upon completion a remodeling program at the bank's main °ffice. 3 Letter to Wells Fargo Bank, San Francisco, le )lifornia, approving the establishment of a tranch in the blocks bounded by Battery, Clay, 4vi8, and Washington Streets. 11. vLe.tter to The Bank of Monroe, Union, West Irginia, approving an investment in bank Dr emises. 5 1/cA ter to The Fidelity State Bank, Topeka, , 611sas, approving an investment in bank vreraises. 6 n Leotter to National Bank of Commerce, Tulsa, tkl3 / 4 a, granting its request for permission ° maintain reduced reserves. 7 from Mr. Young, Adviser to the Board STandum Director, Division of International Finance, tecl February 11, 1964, recommending that Boris 4 41.1r1g, Senior Economist, Division of Inter1: th.474-0nal Finance, be authorized (1) to address :annual meeting of the Canadian Political ac ence Association at Charlottetown, Prince (J4I'd Island, Canada, June 11-13, 1964, and to spend a period of up to two weeks under auspices of the Bank of Canada, studying °.r14clian security markets and banking problems. tette-r to the Federal Reserve Bank of Cleveland 4DPr174 4a „?--ng the appointment of Robert A. Crouch Alternate Assistant Federal Reserve Agent. 9 2/25/64 _5... Messrs. Farrell and Sammons then withdrew from the meeting. Report on competitive factors (Columbia-Darlington, South Carolina). There had been distributed a draft report to the Comptroller of the ettrrency on the competitive factors involved in the proposed merger of 0arlington County Bank and Trust Company, Darlington, South Carolina, into The First National Bank of South Carolina of Columbia, Columbia, South Carolina. Following a brief discussion in which it was concluded that the Proportion of total deposits in the State that the resulting bank hold (8 per cent) would not merit adding a comment to the report eoncerning the trend toward concentration of banking resources in the Sta te/ the report was approved for transmittal to the Comptroller with eelUin changes in the language of the conclusion suggested by Governors Mills and Mitchell. The conclusion, as approved, read as follows: There is virtually no competition existing between The First National Bank of South Carolina of Columbia and the Darlington County Bank and Trust Company. Consummation of the proposed merger would not significantly alter First National's competitive capabilities in the areas in Which it currently operates, but would add somewhat to its geographical coverage of banking services in South Carolina. The merger might have some adverse competitive effects on the Citizens Bank of Darlington. Application of Bordentown Banking Company (Items 10,11, and 12). suant to the decision reached by the Board at its meeting on February 19, 1964 / to approve the application of Bordentown Banking Company, Bordentown, Nel4 Jersey, to merge with The First National Bank and Trust Company of fikt -6- 2/25/64 Roebling, Roebling, New Jersey, there had been distributed drafts of an c)rder and statement reflecting that decision. After discussion, the issuance of the order and statement was krthorized. 2:11111. Copies of the documents, as issued, are attached as Items 10 A copy of the letter of advice to Bordentown Banking Company is attached as Item No. 12. Messrs. Shay, Egertson, Hunter, McClintock, and Sanford then vithdrew from the meeting. Violations of section 6(a)(4) of Bank Holding Company Act -t No. 13 There had been distributed a memorandum dated February 20, 1964, from the Legal Division discussing several violations of section (a)(4) of 6 the Bank Holding Company Act by subsidiaries of General Banc- hares Corporation, a bank holding company headquartered in St. Louis, Mise°uri• The violations in question arose out of loan participations ged after the initial extension of credit had been made, in contraof the statutory prohibition against loans, discounts, or ettensions of credit by one holding company subsidiary to another. In commenting on the subject matter of the memorandum, Miss Hart licked that in 1958 the Board had issued an interpretation of the Act 11°16'ing the prohibition of section 6(a)(4) not to be applicable to it krticipations at the outset," and setting forth four alternative 111"j1°ds of arranging loan participations that would qualify as "outset" trall sactions. The violations of section 6(a)(4) by General Bancshares' diaries were attributable to the fact that the holding company had 2/25/64 -7- Etdopted the most permissive of the alternative tests suggested by the 130ard for arranging "participation at the outset," had proceeded to Qonstrue this alternative liberally, and apparently had established no adequate safeguards to make sure that its subsidiaries' loan participations were genuine "outset" transactions. Miss Hart then presented two courses of action that the Board nlight pursue with respect to these violations: first, the Board could refer the matter to the Department of Justice for prosecution as a criminal violation of the Bank Holding Company Act, pursuant to section 8 thereof; or second, a letter, along the lines of a draft appended to the Illernorandum, could be sent to the Federal Reserve Bank of St. Louis, Et8king that General Bancshares' procedures and instructions be reviewed t° bring them into harmony with the criteria for "participations at the outset" and to make sure they embodied both effective methods for 8*Ni-tainting its subsidiary banks with these criteria and adequate e°ntrols for insuring that the requirements were met. Mr. O'Connell illterJected the comment that the draft letter also proposed that the holri 4 -.Lng company be advised any further violations would be regarded as Drtaa facie evidence of willful conduct and referred to the DepaiLment JUstice for prosecution. It was stated to be the view of the Legal Division that the s"ond alternative approach would be preferable, not only because in the Past the Department of Justice had been reluctant to institute -lnal proceedings in cases involving technical violations of the 623 -8- 2/25/64 Rolding Company Act but also because to recommend prosecution of these Iriolations might appear inconsistent with the Board's recommendation to ec)ngress that the existing statutory restrictions on loan participations between holding company subsidiaries be liberalized. With reference to the reluctance of the Department of Justice to prosecute technical violations of the Bank Holding Company Act, 1411. O'Connell observed that the statute requires a showing of willful ceqlduct. In light of this, he considered desirable the statement in the draft letter that further violations of this nature would be regarded bY the Board as prima facie evidence of willful conduct, in order to 1.1t the holding company on notice and to lay the ground work for dem°Iletrating the element of willfulness in any future violations of section 6(a)()4) of the Act by its subsidiaries that might be referred to the Department of Justice. Governor Mills raised a question concerning this aspect of the ProPosed letter, commenting that not only might it be construed as a hreat but such a representation might appear inappropriate in view r the Board's recommendation that the statutory provision under consideration be amended to make its restriction on participations 1. ees severe. Governor Robertson responded that notwithstanding the Board's l'eccftlendation that the statute be liberalized in regard to permissible clew . 'lngs between subsidiaries of a bank holding company, until such 1:1`/rige was made by the Congress the Board had an obligation to enforce the At e in its present form. 4•11tA,41 4s 6 2/25/64 There followed a discussion of alternative language that would be consistent with the Board's obligation to enforce the statute, yet More moderate in tone than the representation contained in the draft Several suggestions were advanced, with the consensus favoring letter. a proposal by Governor Robertson that the paragraph in question state that the Board would feel obliged to bring any future actions of General 1341cehares evidencing deliberate disregard of the provisions of section 6 Of the Bank Holding Company Act to the attention of the Department of JtIstice. The letter to the Federal Reserve Bank of St. Louis was then 8.13 ,zz al, subject to this change. A copy of the letter, as sent, is attached as Item No. 13. Chairman Martin joined the meeting at this point. and the Miss Hart Messrs. Solomon, Johnson, Thompson, and O'Connell withdrew from meeting, and the following staff members entered the room: Mr. Mr. Mr. Mr. Mr. Broida, Assistant Secretary Noyes, Adviser to the Board Molony, Assistant to the Board Brill, Director, Division of Research and Statistics Koch, Associate Director, Division of Research and Statistics Mr. Axilrod, Chief, Government Finance Section, Division of Research and Statistics Mrs. Sette, Chief, Economic Editing, Division of Research and Statistics Report of Manager of System Open Market Account. There hnd been distributed a report to the Federal Open Market Committee by the 14a.tir. -ger of the System Open Market Account dealing with Account activity 14 d omestic securities during 1963. It had been suggested that such a 1.13(3rt be considered for inclusion in the Board's Annual Report for 1963. 2/25/64 -10Mr. Molony noted that the Manager's report contained two Principal sections, the first entitled "General Review" and the second "Chronology of Operations." The first section contained material that Ilas essentially duplicative of material contained in the policy record °T the Open Market Committee and in other portions of the Annual Report. Rovever, the Account Manager felt that this section was an essential ecOPonent of his report as background to the discussion of Account °Perations, and he had questioned a suggestion that it be omitted from the Manager's report if such were to be published in the Board's Annual RePort, Mr. Broida indicated, with the use of certain examples, that the Principal difficulty lay in the fact that the "General Review" section of the Manager's report contained comments concerning Committee P°11°Y that differed to a degree from statements contained elsewhere 14 the Annual Report; the discrepancies were essentially in the area °T tone and emphasis, he pointed out, rather than conflict of basic rects. Mr. Molony explained that the Federal Reserve Bank of New York °Iltemplated publication of the Manager's report, or some part thereof, -+ 14i 468 Monthly Review. This would be similar to the procedure followed 14et Year when the Manager's report was published by the Board (in the 4111 Federal Reserve Bulletin) and by the New York Reserve Bank (in its 14()rith1Y Review for April). Mr. Molony pointed out that if the material -11- 2/25/64 to be published this year in the Board's Annual Report was to be identified as the Account Manager's report, it should not differ in slAostance from any document similarly identified in the New York Reserve Bank's Monthly Review. After discussion, a consensus developed that, for purposes of the Annual Report, the best procedure would be to publish only a chronological review of open market operations, recognizing that this should not be identified in the Annual Report as the Account Manager's Official report to the Open Market Committee. It was recognized that lt would be undesirable for there to be differences in such a review Of °Perations, as published in the Annual Report, and any document that might be published by the Federal Reserve Bank of New York. It 114e also brought out that there should be appropriate clearance with the Treasury Department (if this had not already been done by the Ace°11nt Manager) of portions of the document included in the Annual RePort that referred to Treasury operations. The Secretary was requested, in company with other appropriate illertters of the Board's staff, to discuss this matter further with the Ace°11nt Manager by telephone and to report to the Board the results of the conversation. Secretary's Note: At the meeting on February 26, 1964, Mr. Sherman reported the results of a telephone discussion with Mr. Stone by members of the Board's staff. Mr. Stone had expressed satisfaction with a procedure whereby only a portion of his annual report to the Open Market 2/25/64 -12Committee would be included in the Board's Annual Report, subject to the understanding that this would be referred to in the Annual Report simply as a report of operations. Mr. Stone indicated that he would effect clearance with the Treasury Department of pertinent passages in the review of operations. It was understood that this procedure would not preclude consideration, as a separate matter, of the question of publishing a more complete report of the Manager in the Federal Reserve Bulletin and the New York Reserve Bank's Monthly Review. The meeting then adjourned. Secretary's Note: Pursuant to the recommendation contained in a memorandum from the Division of Data Processing, Governor Shepardson today approved on behalf of the Board the appointment of Janet Marie Cross as Draftsman-Trainee in that Division, with basic annual salary at the rate of $3,880, effective the date of entrance upon duty. Secretary 62H Item No. 1 2/25/64 TELEGRAM LEASED WIRE SERVICE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON February 24, 1964 GALVIN - SAN FRANCISCO REURTEL FEBRUARY 23, 1964, BOARD HAS APPROVED APPLICATION GP WELLS FARGO BANK, SAN FRANCISCO, CALIFORNIA, TO ESTABLISH DE NOVO BRANCH AT COVELO, CALIFORNIA, SUCH APPROVAL BEING CONDITIONED UPON PRIOR OR SIMULTANEOUS DISCONTINUANCE OF THE EXISTING BANKING PACILITIES IN COVELO AND UPON ESTABLISHMENT OF THE BRANCH WITHIN 111"BaY DAYS AFTER THE DATE OF THIS TELEGRAM. (Signed) Merritt Sherman SHERMAN Item No. 2 BOARD OF GOVERNORS 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE SOARD February 25, 1964 Board of Directors, The County Trust Company, White Plains, New. York, Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch in the Shrub Oak Shopping Center, Settlement of Shrub Oak, Town of Yorktown, Westchester County, New York, by The County Trust Company, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) 63() Item No. 3 BOARD OF GOVERNORS 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 25, 1964 Board of Directors, The Bank of Virginia, Richmond, Virginia. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch by The Bank of Virginia, Richmond, Virginia, at 731 East Main Street, Richmond, Virginia, provided the branch is established within six months from the date of this letter and provided further that branch operations at 731 East Main Street are discontinued upon completion of the remodeling program for The Bank of Virginia's main office. Very truly yours, (signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension Of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (s-1846), should be followed.) Item No. BOARD OF GOVERNORS 4 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 25, 1964 Board of Directors, Wells Fargo Bank, San Francisco, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch by Wells Fargo Bank, San Francisco, California, in the blocks bounded by Battery, Clay, Davis and Washington Streets, San Francisco, California, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) )t Item No. 5 2/25/64 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CDRR(ePONOENCE TO THE BOARD February 25, 1964 Board of Directors, The Bank of Monroe, Union, West Virginia. Gentlemen: The Board of Governors of the Federal Reserve /Stem approves, under the provisions of Section 24A of the Jderal Reserve Act, an investment in bank premises of not ,t , () exceed $125,000 by The Bank of Monroe, Union, West virginia, for the purpose of constructing new banking quarters. Very truly yours, (Signed) Elizabeth L. C Elizabeth L. Carmichael, Assistant Secretary. Lchael 633 BOARD OF GOVERNORS Item No. 6 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orrociAL CORRESPONDENCE TO THE BOARD February 25, 1964 The Board of Directors, The Fidelity State Bank, Topeka, Kansas. Gentlemen: The Board of Governors of the Federal Reserve System approves, under the provisions of Section 24A of the Federal Reserve Act, an investment in bank premises by The Fidelity State Bank, Topeka, Kansas, of $79,500 for the acquisition of an adjoining building. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. 684 BOARD OF GOVERNORS Item No. 7 2/25/6+ OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 25, 1964 tOlitrd of Directors, *rtional Bank of Commerce, ' 4443a) Oklahoma. ttlemen: With reference to your request submitted through the Federal -4-ve Bank of Kansas City, the Board of Governors, acting under the tocrqsions of Section 19 of the Federal Reserve Act, grants permission National Bank of Commerce to maintain the same reserves against eiVits as are required to be maintained by nonreserve city banks, itp4eetive with the first biweekly reserve computation period beginning the date of this letter. Your attention is called to the fact that such permission ., ' 110Ject to revocation by the Board of Governors. Very truly yours, (Signed) Merritt Sherman Merritt Sherman) Secretary. Item No. 8 2/25/64 BOARD OF GOVERNORS O r THE FEDERAL RESERVE SYSTEM filee Correspondence Dee February 11, 1964 of GovernorsSuldect: Foreign travel: 1,41L\s_p h A. Young Mr. Boris Swerling Mr. Swerling has been invited to address the annual l&ting of the Canadian Political Science Association at uriarlottetown Prince Edward Island, Canada, from June 11-13, - is recommended that he be authorized to accept this 1964• It , 41vitation, and to undertake the travel to Canada that would be invcaved. It is also recommended that we take advantage of this "Portunity to enable Mr. Swerling to spend a period of no more uhan two weeks in Canada under the auspices of the Bank of Canada udYing Canadian security markets and banking problems. The ank of Canada arranges for guests to visit Canadian financial rkets in Toronto and Montreal as well as spending time at the ?ank ls offices in Ottawa. The entire trip would be approximately -11°111 May 24 to June 140 P r It is proposed that elr. Swerling be allowed the per diem lieu of expenses prescribed by the Standardized Government 'avel Regulations. 4l ( BOARD OF GOVERNORS Item No. 9 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 25, 1964 Joseph B. Hall, 'ederal Reserve Agent, ,?,eolleral Reserve Bank of Cleveland, L leveland, Ohio 44101. ' 1)e ar Mr. Hall: In accordance with the request contained in your letter of *.--Lary 6, 1964, the Board of Governors approves the appointment of Robert A. Crouch as Alternate Assistant Federal Reserve Agent at thee Federal Reserve Bank of Cleveland to succeed Mr. Donald Clink, eb This approval is given with the understanding that Mr. Crouch 11111 of G be solely responsible to the Federal Reserve Agent and the Board dur °vernors for the proper performance of his duties, except that, va ing the absence or disability of the Federal Reserve Agent or a 44heY in that office, his responsibility will be to the Assistant eral Reserve Agent and the Board of Governors. When not engaged in the performance of his duties as Alternate tant Federal Reserve Agent, Mr. Crouch may, with the approval of le8is the , 4111jederal Reserve Agent and the President, perform such work for the ?el as will not be inconsistent with his duties as Alternate Assistant eral Reserve Agent. It will be appreciated if Mr. Crouch is fully informed of the 4_ Pecie'Tortance of his responsibilities as a member of the staff of the 40111ral Reserve Agent and the need for maintenance of independence the operations of the Bank in the discharge of these responsibilities. ehota Please have Mr. Crouch execute the usual Oath of Office which of .0,1 be forwarded to the Board of Governors along with notification e effective date of his appointment. ' Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 4,11).4 Ot.) Item No. 10 2/25/64 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 14 the Matter of the Application of )111)ENTOWN BANKING COMPANY approval of merger with 17e First National Bank and ust Company of Roebling ORDER APPROVING MERGER OF BANKS Governors, pursuant to the There has come before the Board of 11E111k Merger Act of 1960 (12 U.S.C. 1828(c)), an application by Bordentown arktrig Company, Bordentown, New Jersey, a State member bank of the Federal SQr merger of that ve System, for the Board's prior approval of the batik 4e1,7 and The First National Bank and Trust Company of Roebling, Roebling, Jersey, under the charter and title of the former. As an incident tho he merger, the sole office of The First National Bank and Trust Catlr, Bordentown Banking Company. yanY of Roebling would become a branch of 11/tice of the proposed merger, in form approved by the Board, has been Iliblished pursuant to said Act. Upon consideration of all relevant material in the light of the ,.. zactors set forth in said Act, including reports furnished by the vtroller of the Currency, the Federal Deposit Insurance Corporation, 638 and the Department of Justice on the competitive factors involved in the Proposed merger, forth in the IT IS HEREBY ORDERED, for the reasons set 114rd's Statement of this date, that said application be and hereby ated is aPproved, provided that said merger shall not be consumm (0 Within seven calendar days after the date of this Order or (b) later than three months after said date. of February, 1964. Dated at Washington, D. C., this 25th day By order of the Board of Governors. Voting for this action: Unanimous, with all members present. (signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL) Item No. 11 2/25/64 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY BORDENTOWN BANKING COMPANY FOR APPROVAL OF MERGER WITH THE FIRST NATIONAL BANK AND TRUST COMPANY OF ROEBLING STATEMEN town Bordentown Banking Company, Bordentown, New Jersey ("Borden t441,0 N )) with total deposits of about $11 million, has applied, pursuant to the sank Merger Act of 1960 (12 U.S.C. 1828(c)), for the Board's klol" approval of the merger of that bank and The First National Bank 4tici &rust Company of Roebling, Roebling, New Jersey ("Roebling Bank"), lqth total deposits of about $6 million. As an incident to the merger the of k3erlt office of Roebling Bank would be operated as a branch tord Bordentown Bank Qt1tC)Wn Bank, increasing the number of offices of t° throe. , as to each Under the Act, the Board is required to consider "thQ the banks involved, (1) its financial history and condition, (2) Etdew earnings prospects, acY of its capital structure, (3) its future (4)th e e general character of its management, (5) whether its corporat arP consistent with the purposes of 12 U.S.C., Ch. 16 (the kcies_ r41 Deposit Insurance Act), (6) the convenience and needs of the Posit figures as of September 30, 1963. (A0 -2effect of the transaction on e(3/11munity to be served, and (7) the monopoly). The Board may ec)inPetition (including any tendency toward after considering all these factors, 11c)t approve the transaction unless, public interest. it linds the transaction to be in the banks have satisfactory Banking factors. - Both of the condition. The flmancial histories and are in sound financial d be satisfactory. The 4set condition of the resulting bank woul satisfactory. While the caPital structure of Roebling Bank is rable is somewhat below a desi eal)ital structure of Bordentown Bank tal s of strengthening the capi le//ell management is considering mean P4iti0n of the bank. generally have been below the Bordentown Bank's earnings Federal Reserve District. alerage for banks of comparable size in the Bank lacks been good. Bordentown earnings of Roebling Bank have Bank has a management 1/41-time executive leadership and Roebling d permit the proposal, which woul succession problem. Consummation cf l of the two banks, utilization of the combined managerial potentia 841-, gement situation and enhance 'Id result in a more balanced mana the bank. earnings prospects of the continuing the powers of the banks There is no indication that 1111),, the purposes of 12 U.S.C. Ch. 16. utved are or would be inconsistent with communities. - The City of Convenience and needs of the about 5,000, is located in the esrclentown, with a 1960 population of y e%treme ington County, New Jersey, approximatel northern section of Burl -3G141 Nht miles south of Trenton, the State capital. It is surrounded by the Township of Bordentown, with a 1960 population of about 6,000. The additional population of 15,000. rounding trade area has an estimated the economy Industry has supplanted agriculture as the major contributor to (3f the area. McGuire Air Force Base Employment is also provided by the miles south of Bordentown), U. S. Army's Fort Dix (both located ten " Fuel and Iron Corporation (four jcthn A. Roebling Sons Division of Colorado Plant of the United States Steel tililes south of Bordentown), the Fairless )3ordentown, in Pennsylvania), and C°rPoration (about fifteen miles west of in Trenton (eight miles north of the offices of the State of New Jersey, 13°rdentown). town, with a 1960 population of Roebling is an unincorporated ove four miles southwest of Bordentown r 3,000, located in Burlington County Burlington, New Jersey. The town of Roebling, Six miles northeast of " on the continued operation of largely dependent for employment its is Colorado Fuel and Iron Corporation. 401111 A. Roebling Sons Division of population of about 225,000, is a rapidly Ilrlington county, with a 1960 population but also suburban construction area not only in terms oF "11 industrialization. Bordentown Bank is $60,000 and that of The lending limit of merger is consummated the 4ebling Bank is $40,000. In the event the $105,000, would be in position to 4sulting bank, with a lending limit of rapidly growing community. There 4tve the needs of larger borrowers in a customers of Roebling Bank a 141111d also be available to the present range of banking services. e ter variety of loans and a broader the two banks Competition. - The service areas of moderate degree of competition °Verlal ) to some extent resulting in a 642 -4- between the two institutions which, of course, would be eliminated if the merger is effeced. however, the resulting bank would be a elatively small bank, and would not have a dominant position in the over-all competitive area. The fact that one banking alternative would be eliminated 4 not particularly significant because of the numerous banking choices otherwise conveniently available to the public. These include four banks in nearby Trenton, three of which are substantially larger than would be the resulting bank. Consummation of the merger should enable the resulting bank to compete more effectively with these 14raer institutions. Summary and conclusion. - Consummation of the proposed Illetger would alleviate the management problems presently existing at each of the banks and would provide a broader range of banking aervices in the combined service area. While some competition between the two banks would be eliminated, the over-all effect on competition 11°uld not be significantly adverse. Accordingly, the Board finds the proposed transaction to be in the public interest. 4btuarY 25, 1964. 64.3 BOARD OF GOVERNORS Item No. 12 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 oft ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 25, 1964. REGISTERED - RETURN REQUESTED Bordentown Banking Company, Bordentown, New Jersey. Gentlemen: The Board of Governors has approved the application, under the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for the Boare s prior consent to the merger of The First National Bank and Trust Company of Roebling, Roebling, New Jersey, into Bordentown Banking Company, Bordentown, New Jersey. Enclosed are the Board's Order of this date, the accompanying Statement, and the press release on this action. It is understood that your bank is considering the sale of additional capital stock to strengthen its capital position. While consummation of the subject merger would improve the capital s tructure of your bank, effectuation of the merger will not alter the need for augmenting capital through sale of stock. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Enclosures BOARD OF GOVERNORS Item No. 13 2/25/64 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORREE3PONDENCE TO THE BOARD February 25, 1964. Mr. 0. 0. Wyrick, Vice President, Pederal Reserve Bank of St. Louis, ells O. Box 442, "t. Louis, Missouri. 63166 pear Mr. Wyrick: This refers to your letter of April 17, 1963, enclosing report from Mr. Daniel S. Hapke, Vice President, Secretary, and eneral Counsel of the General Bancshares Corporation ("Bancshares"), ' ,13ncerning certain transactions between Northwestern Bank and Trust `4/111Pany, Lindbergh Bank, and Commercial Bank of St. Louis County, all j s ibsidiaries of Bancshares, which involved violations of Section 6 of tV Bank Holding Company Act of 1956 ("the Act"). The Board has viewed b 18 report with particular concern because on two prior occasions 4411king subsidiaries of Bancshares were found to have been involved ;11 similar violations, and on each occasion, the holding company sured the Board that it would take steps to prevent such events from ' centring again. As you know, section 6(a)(4) of the Act makes it unlawful for Bank n to hol . make any loan, discount or extension of credit to a bank ding company of which it is a subsidiary or to any other subsidiary of ce 8neh bank holding company." In its Statement in the matter of Corporation, 1958 Federal Reserve Bulletin 260, the 1011191..cp_ntract -31 (1 held that the nonrecourse purchase of installment paper constitutes 110 d iscount" within the meaning of the section. The Board said, ainver, that "when one bank seeks participation by another bank to in meeting the credit needs of a borrower, there would seem to be : I illak?nnflict with section 6 if the second bank joined at the outset in ban ng its portion of the loan, since this would not involve the second in either a direct loan to the first bank or a purchase of paper f, ' Gm it.fl 4 in an interpretation issued in response to a request by Boaral Contract Corporation (1958 Federal Reserve Bulletin 1059), the 114 rd held that four specific procedures for arranging interbank Licipations would amount to "joining at the outset" in the resulting Mr. 0. 0. wyrick -2- loan, within the meaning of this language. However, in 1960, the Board &earned, in a letter of July 22, 1960, from Mr. George E. Kroner, of of the Bank of Bank, that a review of the report of examination having succeeded to ares (Bancsh t. Louis, a subsidiary of Bancshares t tion) Contrac Corpora General Isthe banking interests formeriy held by pating banks ry partici subsidia ;1 acl revealed several instances in which the with , records credits 4;1 loans had not joined at the outset in the Owing variances in dates ranging up to fifteen days. the Although, according to the report of examination, were based, in es Bancshar of hocedures adopted by the subsidiary banks in the set forth examples four al, upon the most permissive of the to said were question in s hilterpretation mentioned above, the instance of certain part the on ss promptne e:ve been "the result of a lack of Illoyees in carrying out the participation procedure prescribed in the sties drawn by' Bancshares. According to management of the Bank of „s• Louis, in a letter to Mr. W. Sidney West, FDIC Examiner in Charge, to, special controls 6irlee we have learned of the situation referred in clerical handling delays 0:ve been installed to avoid recurrence of dated Kroner, s!. Participations." The Board's reply to Mr. are members of holding cePtember 21, 1960, remarked that "banks which by d situation (4) ,1111PanY systems adopting the procedure suggeste i° Ede Bulletin 1059] Federal Reserve 1958 at tation interpre in the :tad be particularly careful to carry out all the requisite steps the bank states that the delays in 111PtlY. . ." but continued "Since : (111 controls stion were the result of clerical failures, and that special : ha Board b,",e been installed to prevent recurrence of such instances, the the to report .eves that it would serve no useful purpose to make a delays the ,,,lted States Attorney for his determination as to whether -40unted to misdemeanors under the Act." N 0 for your Bank, In a memorandum from Mr. Dunne, General Counsel tra-the Board 1961, lea7Tutted by you with a letter dated November 17, ee, also , Tenness Memphis a jned that Commercial and Industrial Bank of which in loans", felaineshares subsidiary, had been treating as "new , the total outset" the "at ate particip °w' subsidiary banks might ato being advanced to funds were tile ullt of a loan renewal where additional the borrower where s same borrower as part of the renewal, and renewal nt but differe collateral was 405 the amount of the loan remained the same reastituted for the original collateral securing the loan. The Board rIewelled the conclusion that, in such cases, obviously only the amount of any could be considered to be a "new" loan, and funds which were advanced ao advised your Bank in a letter of December 20, 1962. The instances mentioned in the attachment to your letter of 4Pril , the series of violations rem, 13, 1963, fall into the same category as ,,,rted in 1960, since about forty participations seem to have been 64'G Mr. 0. 0. Wyrick -3- arranged after periods ranging up to twenty days following the °r1ginati0n of the loans. Although Bancshares has made known its readiness to "see that all objectionable participations are returned co the originating bank", considering the obvious negligence attending the Past participation procedures of Bancshares' subsidiary banks, more 844t_ 1ngent measures are indicated than the mere return by the banks of 'le "objectionable participations". It is apparent that the basic cause of the violations noted Bancshares participation procedures stems from either or both a lailure to set forth succinctly and clearly procedural details that ;$3uld assure compliance with the law, or assuming that such have been °rImulated and promulgated, a failure on the part of Bancshares to ii)otlice effectively the actions of its banks' employes. Accordingly, is suggested that Bancshares be requested to submit for your review ctirld comment all outstanding instructions and directions regarding steps 4° be taken by its banks in arranging participations at the outset. These .tructions could then be reviewed by the Bank's staff with a view to 1 rI-ls ) ' thlliging them into harmony with the spirit, as well as the letter, of e Board's interpretations. In this regard, Bancshares should be squired to make known the steps it now takes, or intends to take, to 7 _sure that the outstanding instructions regarding participations are made 1!_l°1411 to and fully understood by the personnel of its subsidiary banks. 'tt_I addition, Bancshares should identify the steps it proposes to take ° assure compliance with these instructions. ill f As to the manner in which Bancshares' banks hereafter Under4. Lake participations at the outset, you are requested to advise 'eShares of that in view of its previous history of continued violation inadthe provisions of section 6 of the Act, all of which have been at the time of, or following, the. known to Bancshares' management de lt occurrences, should future actions by Bancshares evidence 4 iberate disregard of the provisions of section 6 as interpreted he Board, the Board would feel obliged to refer such actions to the vii United States Department of Justice as being, prima facie, 4u1 violations of the Act. Your. communication of the substance of this letter to %:Ishares will be appreciated. The Board's staff will render whatever Copies of till stance in this matter you may consider appropriate. Insurance 443 letter have been sent to the Federal Deposit Corporation. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary.