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Minutes for To: January 31, 1961 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. Szymczak Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson Gov. King Minutes of the Board of Governors of the Federal Reserve System on Tuesday, January 31, 1961. PRESENT: Mr. Mr. Mr. Mr. Mr. The Board met in the Board Room at 10:00 a.m. Martin, Chairman Balderston, Vice Chairman Mills Robertson King Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Miss Carmichael, Assistant Secretary Mr. Hackley, General Counsel Mr. Noyes, Director, Division of Research and Statistics Mr. Farrell, Director, Division of Bank Operations Mr. Solomon, Director, Division of Examinations Mr. Johnson, Director, Division of Personnel Administration Mr. Hexter, Assistant General Counsel Mr. O'Connell, Assistant General Counsel Mr. Hooff, Assistant General Counsel Mr. Goodman, Assistant Director, Division of Examinations Mr. Potter, Legal Assistant Item circulated to the Board. The following item, which had been circulated to the Board and a copy of which is attached to these minutes as Item No. 1, was approved unanimously: Item No. Letter to NABAC, The Association for Bank Audit, Control, and Operation, Chicago, Illinois, regarding a savings deposit not evidenced by a pass book. 1 Mr. Hooff then withdrew from the meeting. Illinois Shares Corporation (Item No. 2). There had been distributed to the Board a memorandum from the Legal Division dated 0 1/31/61 January 27, 1961, regarding apparent violations of section 4(a)(2) of the Bank Holding Company Act by Illinois Shares Corporation, New York City. Section 4(a)(2) states in part that, except as otherwise provided in the Act, no bank holding company shall after two years from the date of enactment of the Act or from the date as of which it becomes a bank holding company, whichever is later, retain direct or indirect ownership or control of any voting shares of any company which is not a bank or a bank holding company. According to the memorandum, the holding company appeared to have retained "direct or indirect ownership or control of...voting shares" of the following companies, which were neither banks nor bank holding companies: Pullman Agency Corporation, Highland Agency Corporation, Blue Island Agency Corporation, Southtown Service Bureau, Inc., and Pullman Safe Deposit Company. Such retention would be in violation of section 4(a)(2) of the Bank Holding Company Act unless such shares should be covered by one of the exemptions of section 4(c). vhich exempts from the prohibitions of section 4 Section 4(c)(1), shares owned by a bank holding company in any company engaged "solely in conducting a safe deposit business," would seem to apply to the activities of Pullman Safe posit Company. Section 4(c)(6) exempts "shares of any company all the activities of which are of a financial, fiduciary, or insurance nature and Ithich the Board after due notice and hearing, and on the basis of the :194 -3- 1/31/61 record made at such hearing, by order has determined to be so closely related to the business of banking or of managing or controlling banks as to be a proper incident thereto and as to make it unnecessary for the prohibitions of this section to apply in order to carry out the purposes of this Act." This exemption might be available for the other four companies, but only if the Board should make a determination and issue an order "after due notice and hearing," and no request for a determination had been made by Illinois Shares Corporation. Under the provisions of section 4(a)(2), nonexempt shares in which Illinois Shares Corporation had an interest could be retained two Years after the enactment of the Bank Holding Company Act, and the Board had authority upon application to grant extensions for one year at a time 111) to a final date of May 9, 1961. However, since no extensions of time had been applied for or granted, the holding company's retention of an Interest in the nonexempt shares appeared to be in violation of the Bank Holding Company Act. The memorandum indicated that the courses of action open to the holding company were: (1) complete disposition of the interests in question, (2) reduction of those interests to comply with the five per cent limitations of section 4(c)(5), or (3) prompt application for a determination by the Board that the shares in question would fall within the exemption of section 4(c)(6). 395 _1#_ 1/31/61 Submitted with the memorandum was a draft of letter to the Federal requesting that Bank to advise Illinois Shares Reserve Bank of New Corporation that: (1) the holding company had, in the opinion of the Board, retained direct or indirect ownership or control of the voting shares of the four companies (other than Pullman Safe Deposit Company) in violation of the provisions of section 4 of the Act; (2) pursuant to section 4(a) of the Act, the Board had granted the holding company an extension until May 9, 1961, of the period for retention of its interests in the four companies, beyond which time the period could not be extended and any retention of the interests would be in violation of the Act unless they had been reduced below the limitations of section 4(c)(5) or unless the shares in question had been determined by the Board, after notice and hearing, to fall within the terms of section 4(c)(6); and (3) if the holding company should not divest itself of its interests in the four companies or reduce those interests below the limitations of section 4(c)(5) by May 9, 1961, the company must immediately take the necessary steps to obtain by such date a determination by the Board, Pursuant to notice and hearing, that the shares in question were exempt under section 4(c)(6) from the prohibitions of section 4 of the Act. It was noted in the memorandum that the Legal Division did not consider it necessary or appropriate to regard the holding companyts n°11compliance to date as bringing into operation the provisions of 391; _5_ 1/31/61 section 8 of the Bank Holding Company Act with respect to penalty for violation. If, however, the holding company should not comply With the directions of the Board and should fail to give sufficient reason therefor, application of the provisions of section 8 night then be considered. Mr. Potter summarized the facts of the case and the recommendation Of the Legal Division, following which he stated, in response to a question, that the apparent violations on the part of Illinois Shares Corporation had been disclosed in the course of a staff review of nonbanking interests of bank holding companies. This review was made in the light of the provision Of section 4(a)(2) of the Bank Holding Company Act to the effect that the retention of direct or indirect control of nonexempt interests must be terminated by May 9, 1961. Question was raised by Governor King as to Whether it would be appropriate for the Board to approve an extension of time for the retention °f a nonbanking interest in the absence of a request from the holding company concerned, and Mr. Hexter noted in that connection that the statute specifies that the Board may grant an extension upon application. If an application for a section 4(c)(6) determination should be made by Illinois Shares, that company could apply for an extension under section 4(a)(2) at the same time. If, on the other hand, the company chose to follow one of the other courses suggested in the proposed letter, no extension of time would be required. 39T 1 -6- 1/31/61 Mr. Potter said he had felt that no application for an extension Of time was necessary in this situation. filing of the Some time had elapsed since the 1959 annual report of the holding company which disclosed control of the shares of the subsidiary companies, and he believed that it would create a more favorable atmosphere if an extension was granted without requiring an application. Further, the extension, if granted, would he in effect for only the period of time that would be involved in bringing the matter to a conclusion. Mr. O'Connell suggested that if a section 4(c)(6) hearing should be held, the Board might appear in a better light by having granted an be taken within the allowable extension of time, since Board action could time that had been granted. Governor Mills expressed the view that in the circumstances the Board could afford to be reasonably lenient. As noted, some time had elapsed since the apparent violations occurred, and there was no definite indication that the violations had been willful. Also, the types of activity in which the nonbanking companies were engaged were similar to the Board after hearing. those that in some instances had been approved by After further discussion, the recommendation in the memorandum from the Legal Division was accepted, and the proposed letter to the . Federal Reserve Bank of New York then was approved unanimously Of the letter is attached as Item No. 2. A copy -7- 1/31/61 During the foregoing discussion Mr. Fauver, Assistant to the Board, entered the room, and at its conclusion Mr. O'Connell withdrew. Philadelphia International Investment Corporation (Item No. 3). the Division of There had been distributed to the Board a memorandum from relating to a request, pursuant to Examinations dated January 30, 1961, the Board consent to the section 25(a) of the Federal Reserve Act, that d capital stock ($3.5 million) remainder ($1.4 million) of the authorize on, Philadelphia, of Philadelphia International Investment Corporati the corporation's directors. Pennsylvania, being paid in upon call from on, a wholly-owned Philadelphia International Investment Corporati Bank, opened for business on subsidiary of The Philadelphia National June 1, 1960. In a letter dated January 10, 1961, the Edge corporation l $175,000 was paid by certified that as of that date an additiona subscription to $3.5 million of Philadelphia National Bank against its capital stock. As of January 10, the subsidiary had issued 21,000 shares Of its authorized common stock for $2.1 million, or 60 per cent of its authorized capital. It was noted in the memorandum that Philadelphia and that its paid-in capital International had done very little business as $100,000 above the minimum required. The Board's Division of Exami- Philadelphia recommended that the nations and the Federal Reserve Bank of letter to Philadelphia International request be granted, and a draft of the memorandum. Investment Corporation was submitted with -8- 1/31/61 After discussion, the letter was approved unanimously. attached as Item No. A copy is 3. the meeting at Messrs. Hexter, Goodman, and Potter withdrew from this point. Exchange of personnel with Federal Reserve Bank of New York. A 27, 1961, regarding a proposed memorandum from Mr. Noyes dated January Reserve Bank of New York had been exchange of personnel with the Federal distributed to the Board. Mr. Noyes had discussed with officers of the exchanges of personnel between Reserve Bank the possibility of temporary the Research and/or Securities Departments of the Bank and the Government Research and Statistics. Finance Section of the Board's Division of Such of the New York Reserve an arrangement would familiarize the personnel Board ta personnel Bank with the functions performed at the Board, and the Bank. 'would become familiar with the work at the The proposed arrangement, It was noted, would be similar to one involving exchange visits of personnel Of and the Board's Division the New York Reserve Bank's Foreign Department of International Finance which had operated satisfactorily for a period of Years. it was recommended that the Board As a first step in the program, Manager of the Securities Department approve "borrowing" Alan R. Holmes, of the New York Reserve Bank, to work with the Board's Government Finance beginning around the first of Section for a period of about three months, April 1961. It was understood that the New York Bank would be agreeable to whatever financial arrangement the Board might prefer. 4 -9- 1/31/61 Following comments by Mr. Noyes, Governor Robertson inquired about plans for sending Board personnel to the New York Reserve Bank, and Mr. Noyes responded to the effect that an exchange of personnel was contemplated. Present conditions in the Government Finance Section would make it difficult to spare personnel at this time, but at a later date it was hoped that members of that Section could spend some time in New York. Mr. Noyes then referred to the question whether the expenses of Personnel involved in this program should be reimbursed by the borrowing sending personnel should pay such institution or whether the institution expenses. In this connection, Governor Mills noted that any arrangement the exchange of personnel involving salaries and expenses incident to would be subject to approval by Governor Shepardson. The proposal for exchanges of personnel between the New York y, with the underReserve Bank and the Board was then approved unanimousl to approval by standing that financial arrangements would be subject Governor Shepardson on behalf of the Board. During the foregoing discussion Mr. Kelleher, Director, Division Of Administrative Services, joined the meeting. Inqui from Senator Clark (Item No. 4 . There had been distributed to the Board a letter dated January 18, 1961, from Senator Joseph S. Clark Of Pennsylvania,requesting facts regarding a charge by Slater Food Service -10- 1/31/61 Management, Philadelphia, Pennsylvania, that the food service facilities used by the Federal Reserve Banks were highly subsidized. Also distributed was a draft of reply to Senator Clark. In the discussion of the matter, Governor Balderston inquired Whether the Board's staff had communicated with the Federal Reserve Bank Of Philadelphia, and Mr. Johnson indicated that this had been done. between that Bank and Apparently, he said, there had been no contact Slater Food Service Management. The only possible connection seemed to be that a representative of the Federal Reserve Bank of Cleveland had into the possibility of that visited the Slater offices last year to look at the Cleveland Bank. company's taking over the food concession food services at It was noted that detailed information regarding 1953 in response to inquiries Federal Reserve Banks had been furnished in of Florida. from Congressman Patman of Texas and Congressman Bennett Mr. of the 1953 inquiries had been Johnson indicated that the answers to both reply to Senator Clark. taken into consideration in drafting the which several suggestions There followed further discussion during were made regarding points that it might be well to cover in the reply to Senator Clark. to the Senator would be revised It was then agreed that the letter that it would he sent when in a along lines suggested at this meeting and form satisfactory to Chairman Martin. A copy of the letter sent to Senator Clark pursuant to this action is attached as Item No. 4. 4 1/31/61 -11The meeting then adjourned. Secretaryts Note: Acting in the absence of Governor Shepardson, Governor Robertson today approved on behalf of the Board the following items: York (attached Item No. 5) Letter to the Federal Reserve Bank of New t examiner. assistan as Como approving the appointment of Ronald A. d Memoranda from appropriate individuals concerne recommending the staff: following actions relating to the Boardts Salary increase annum, with a change in Bessie M. McCrae, from $4,670 to $4,840 per t in the Division of Assistan cal Statisti title from Statistical Clerk to 1961. 5, February Research and Statistics, effective Acceptance of resignation Division of Administrative Services, Sally J. Hart, Clerk-Stenographer, 17, 1961. effective at the close of business February BOARD OF GOVERNORS 40*** , 4 49 GoIrtZo,, OF THE FEDERAL RESERVE SYSTEM ;.1 WASHINGTON 25. D. C. Item No. 1 1/31/61 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD t„ January 31, 1961 Mr. J. N. Raleigh, Director, Technical Division, NABAC, Chicago 3, Illinois. Dear Mr. Raleigh: This refers to your letter of December 20, 1960, addressed to Governor Mills, presenting inquiries with respect to a savings deposit not evidenced by a pass book. The 1955 amendment to Regulation Q permits savings deposits of this type provided "withdrawals are permitted only through payment to the depositor himself but not to any other person whether or not prohibition is to acting for the depositor". The purpose of this it, the reason being to refer you as ", privilege eliminate the "agency by presenting a merely depositor the of that withdrawal by an agent • deposited with amount specific a for " "written receipt or agreement in effect, as deposits, such of use the the bank could result in checking accounts, for his deposit For example, in lieu of taking one "receipt" Of, say, $1001 the depositor could request 20 receipts for $5 each, Then, when he wished to pay a bill, he could hand his creditor sufficient present them for payment. receipts and the latter, as his "agent", could deposit evidenced by a pass This procedure is possible with a savings turning the pass of procedure book, but the cumbersome and dangerous of such savings use the to deterrent book over to a third party is a one so-called than more not least At accounts for checking purposes. at any time, as account savings the Check could be outstanding against it over book before turning pass the the depositor would have to regain to another person for a second withdrawal of funds. by a pass With respect to the use of deposits not evidenced a or by third bank person, the by either book as collateral to a loan the above quoted provision renders ineffective such use as only the depositor himself may receive payment. This likewise prevents the use Of such deposits, in effect, for checking purposes. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. Item No. 2 1/31/61 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD tk7 ,4` *0, mOtt,0 February 1, 1961 Mr. Howard D. Crosse, Vice President, Federal Reserve Bank of New York, New York ).5, New York. Dear Mr. Crosse: This is with reference to the question whether Illinois d Shares Corporation, New York City, New York, a registere bank or indirect ownership or "direct retained holding company, has a is not or which bank company any of shares control of any voting of s section 4 of a bank holding company" contrary to the provision Act"). ("the 1956 of Act Company the Bank Holding its Annual Report to According to information contained in 31, 1959 ("Annual December the Board of Governors for the year ending Company") directly ("Holding Report"), Illinois Shares Corporation as banks follows: owned at that date voting shares in three Total Shares Outstanding Per Cent Owned Shares Owned by Holding Co. by Holding Co. Pullman Trust & Savings Bank 57,289 14,328.44 25.01 Standard State Bank 57,289 16,058.85 28.03 State Bank of Blue Island 22,509 3,196.14 14.20 Report, the above percentages According to Schedule D of the Annual four nonbanking comalso represent interests of Holding Company in panies owned in the following manner: ("Pullman"), "engaged in the p allmftn Ageiny_p_.02y•oration and acting as real estate business of placing insurance trustees for the agent". All voting shares owned by Trust & Savings Pullman benefit of the shareholders of Bank. "engaged in the Highland Agency Cooration ("Highland"), or agent". All broker business of acting as insurance of the sharebenefit the voting shares owned by trustees for Bank. holders of Standard State , AL RESERVE SYSTEM BOARD OF GOVERNORS OF THE FEDER Mr. Howard D. Crosse -2- Blue Island Ageng Corporation ("Blue Island"), "engaged in the business of acting as insurance broker or agent". All voting shares owned by trustees for the benefit of the shareholders of State Bank of Blue Island. wn"), "engaged in the Southtown Service Bureau, Inc. ("Southto on agency". Voting business of conducting a credit and collecti shares owned by: Pullman Highland Blue Island • 67% rest in Pullman Safe Holding Company also has an inte exempt under section be to Deposit Company, whose shares appear described in the as any comp Of the Act if the business of such . Annual Report is its sole business of Governors, based on the It is the opinion of the Board it represents the that on above information and on the assumpti Present situation: within the meaning of (1) that Holding Company owns, man, Highland, and the Act, voting shares of Pull ges as it owns Blue Island in the same percenta ve banks; voting shares of the respecti rship of more than (2) that Holding Company's owne shares of Pullman and 25 per cent of the voting " of those corporations Highland constitutes "control d by those corporations, owne and, therefore, of stock Act; within the meaning of the therefore controls 67 per cent (3) that Holding Company through Pullman, and of the stock of Southtown of Southtown through k 16.5 per cent of the stoc Highland; indirectly owns an additional (4) that Holding Company htown through Blue Island, Sout 2.34 per cent of has a 14.2 per cent because Holding Company cent interest which per 16.5 interest in the Southtown; • Blue Island has in BOARD OF GOVERNORS Air. Howard D. Crosse OF THE FEDERAL RESERVE SYSTEM -3- (5) that Holding Company accordingly retains "direct or indirect ownership or control" of voting shares in the above nonbanking companies in the following percentages: Pullman Highland Blue Island Southtown 25.01;g 28.03% 14.20% 85.84% (6) that such retention is in violation of the Act because no extension of time has been applied for or granted under the provisions of section 4(a) of the Act; and because the activities of such nonbanking companies do not appear to fall within any of the "automatic" exemption provisions of section 4(0; and because no determination has been made by the Board that such activities fall within the terms of section 4(c)(6) and no request for such determination has been made. For your information there are enclosed copies of a memorandum in which the relevant facts and reasoning are presented in more detail. You are requested to advise Holding Company of the above conclusions of the Board, and, in accordance therewith: (1) that pursuant to section 4(a) of the Act, the Board has granted Holding Company an extension until May 9, 1961, of the Period for retention of the interests in question; (2) that since such period cannot under the Act be extended beyond May 9, 1961, Holding Company must by that date either divest itself of such interests or reduce them below the percentage limitahas been requested tions of section h(c)(5) unless a determination fall s within the interest such that Board 4nd obtained from the section 4(0(6)3 exemption provisions of ation under (3) that in order to obtain a determin 8ecti0n 4(c)(6) prior to May 9, 1961, any request therefor should be ds immediately in view of the statutory requirement of a hearing .nereon, and in view of the provisions of Appendix A to the Boardts xtIlles of Procedure, a copy of which is enclosed, prescribing the time Periods which must elapse in connection with such a hearing before a determination can be ordered. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Mr. Howard D. Crosse If the Board's conclusions as herein stated appear subject to modification by a change in the circumstances existing at December 31, 1959, this should be brought promptly to the Board's attention. You are also requested to advise Holding Company that the Board considers the Holding Company's interest in Pullman Safe Deposit Company to fall within the exemption of section 4(o)(1) of the Act, on the assumption that the business of "renting, maintaining and servicing safety deposit boxes and vaults", as described in the sole busiAnnual Report to the Board of Governors for 1959, is the is or should n become assumptio such if that ness of the company, and of fully the and promptly advised be should incorrect, the Board facts as they actually exist.. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Enclosures BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 3 1/31/61 WASHINGTON 25, O. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD January 31, 1961 Mr. Frederick C. Rieck, Vice President, Secretary, and Treasurer, Philadelphia International Investment ,Corporation, ' l hiladelphia, Pennsylvania. Nar Mr, Rieck: This will acknowledge your letter of January 10, 1961, certifyin accordance with the requirements of Section 3(c) of Regulation K, as of that date, an additional $175,000 of cash was paid in by the : °-Le shareholder of your Corporation, The Philadelphia National Bank, :'Fainst its subscription to ;',i3,500,000 of capital stock. You state that e Corporation has issued 21,000 shares of its authorized common stock, ceiving in payment therefor cash in the amount of $2,100,000. 4.1, 3 g accordance with your request and pursuant to the provisions Section 25(a) of the Federal Reserve Act, the Board of Governors conthat the remainder of the capital stock of Philadelphia International ,Tiestment Corporation may be paid in upon call from the Board of Directors ' at, the Corporation, provided that the Board of Governors shall have plx, j/?1'°ved each such increase in paid-in capital not more than ninety days .or to the date on which the increase is paid in. OfIn For your information, the proviso in the preceding paragraph is ,,, Prescribed in order to bring the situation into conformity with the e()nd sentence of the twelfth paragraph of Section 25(a) of the Federal te : erve Act, which seems to embody the principle that the appropriateof each increase in paid-in capital shall be considered by the Board ° vernors shortly before the increase actually takes place. 4 Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. BOARD OF GOVERNORS OF THE Item No. 4 1/31/61 FEDERAL RESERVE SYSTEM WAS OFFICE OF THE CHAIRMAN January 31, 1961 The Honorable Joseph S. Clark, United States Senate, Washington 25, D. C. Dear Senator Clark: This is in reply to your letter of January 18, 1961, regarding food service facilities at the Federal Reserve Banks. Beginning in 1926, the Board of Governors authorized the of operabsorption by the Reserve Banks of a portion of the cost le permissib maximum the 1946 Since ating employee cafeterias. cent. per absorption has been 50 At the present time, the twelve Head Office Reserve Banks and all but one of the twenty-four Branches have cafeterias where lunches are available to employees at moderate cost. In 1960, the average cafeteria expense absorbed by the Reserve Banks was 43 per cent; with an annual average cost of $74 per employee that.is small in comparison to the advantages derived. This arrangt.mcnt to furnish lunches on the premises to employees at moderate cost is a significant part of the personnel Policies of the Federal Reserve Banks, and is generally recognized as contributing to the increased productivity of the organization. The Reserve Banks also find that this is an important factor in competing for employees with banking and business firms that provide free or heavily subsidized food service. In Philadelphia, for example, four large banks and three insurance companies provide free lunches to employees. Should you desire any further information, it will be furnished gladly. With all good wishes. Sincerely yours, (Signed) William McC. Martin, Jr. Wm. McC. Martin, Jr. 410 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 5 1/31/61 WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD February 1, 1961 Mr. H. A. Bilby, Vice President, Federal Reserve Bank of New York, New York 45, New York. Dear Mr. BillaY: In accordance with the request contained in your letter of January 25, 1961, the Board approves the appointment of Ronald A. Como as an assistant examiner for the Federal Reserve Bank of New York. Please advise us of the effective date of the appointment. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.