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Minutes for January To: Members of the Board From: Office of the Secretary 7, 1959 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, if you were present at the meeting, please initial in column A below to indicate that you approve the minutes. If you were not present, please initial in column B below to indicate that you have seen the minutes. Chm. Martin Gov. Szymezak Gov. Mills Goy. Robertson Goy. Balderston Gov. Shepardson x Minutes of the Board of Governors of the Federal Reserve System on Wednesday, January 7, 1959. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Szymczak Mills Robertson Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Marget„ Director, Division of International Finance Mr. Hackley, General Counsel Mr. Masters, Director, Division of Examinations Mr. Solomon, Assistant General Counsel Mr. O'Connell, Assistant General Counsel Mr. Hostrup, Assistant Director, Division of Examinations Mr. Hill, Assistant to the Secretary Discount rates. Unanimous approval was given to a telegram to the Federal Reserve Bank of San Francisco approving the establishment without change by that Bank on January 5, 1959, of the rates on discounts end advances in its existing schedule. Chairman Martin inquired of Governor Robertson whether his vote lia8 being east on the same basis as his recent votes with respect to the rees tablishment of existing discount rates by other Federal Reserve Banks, and wvernor Robertson responded in the negative, his reason being that the imminence of the Treasury's cash financing (scheduled for announcement t°1°rrow) precluded action for the time being on a discount rate increase. Items circulated or distributed to the Board. The following itelnes which had been circulated or distributed to the members of the 18°41'd and copies of which are attached to these minutes under the SG 1/7/59 -2- respective item numbers indicated, were approved unanimously: Item No. 9rder and Statement in the matter of the application of The First Virginia Corporation to acquire shares of the Old Dominion Bank, Arlington, Virginia. 1, 2 Letter to the Presidents of all Federal Reserve Banks re.ting participation of System personnel in the 1959 j aining course'of the Center for Latin American Monetary Studies 3 rrc The action on Item No. 3 was taken with the understanding that Ilcalinations for candidates to attend the 1959 training course of the Center for Latin American Monetary Studies also would be requested from the d ivisions of the Board's staff. Mr. Marget then withdrew from the meeting. Matter of Old Kent Bank and Trust Company. With reference to the suit filed against the Board by Old Kent Bank and Trust Company, Grand Rapids, Michigan, Mr. O'Connell reported having been advised by the United States Attorney's office that counsel for the National Ase°ciation of Supervisors of State Banks had expressed a desire to file an cus curiae brief on behalf of that association. Counsel for the association had asked the United States Attorney's office for consent to the filing of the brief and was advised by that office that it would be /leceesary to obtain the consent of the Department of Justice and the Board of Governors. It had been tentatively agreed to have a discussion °f the matter at a meeting attended by representatives of the United States Attorney's office, the Department of Justice, and the Board, which 1/7/59 -.3— could result either in a final decision on whether to consent or object to the filing of the brief or in deferment of the decision Pending further consideration of the matter by the Justice Department and the Board. It was further understood that the Department of Justice, in accordance with its general approach to such matters, probably would not favor the filing of the amicus brief. If this were the decision, an answering brief would be filed by the Department on behalf of the Board, and the matter perhaps would be set down for oral argument, following which the court would decide whether to permit the amicus brief to be Mr. O'Connell was asked what arguments might be made against "nsenting to the filing of the brief and responded by citing several P°ints, the first being that an amicus brief presumes there are areas e difficulty on which the court would wish to be advised t° a Particular issue. with respect In this case, Mr. O'Connell said, he found no SUPc-rA ''''e uion of any issue that could not be argued by the parties to the eases In other words, he saw no area in this case where the court would have difficulty in reaching a decision on the basis of the arguments of the 13arties. The second point mentioned by Mr. O'Connell was that if the • Michigan State Bank Commissioner had thought it necessary, he was free to enter the case; and there had been no indication that the asso4,. -lation had been asked to represent him. The third point related to the st anding of the association to come into the case as a representative l/7/59 -4- of all of the State banking authoritie s. Due to variations in the banking laws of the respective States, Mr. O'Connell suggested that it would be difficult for any one association to hold itself out as representing all of the State authorities in this particular matter. Finally, he said that the courts are not prone to clutter up a proceeding by admitting briefs from more parties than necessary. Question was then raised regarding the arguments that could be made for consenting to the filing of the brief, and Mr. Hackley stated that this was a case of novel impression regarding the authority of the Board under the law. The State Bank Commissioner of Michigan was Primarily the authority interested in this case, but the matter had broader implications affecting all of the State supervisory authorities. beref°re, any views that an association representing those authorities 'wished to submit might be helpful to the court, and it might appear ina PPropriate for the Board, as defendant in the case, to refuse to consent to the filing of the brief. Governor Robertson inquired whether there were any alternatives e3ceePt to oppose or consent to the filing of the brief, and Mr. O'Connell l'ePlied that if no opposition were registered by the Justice Department and the Board, it might be presumed that the court would be more inclined t° admit the amicus brief. He also commented that, the Board being the defendant in this case, any brief filed by the Department of Justice (11313 " ing the admission of the anicus brief would be filed in the name of 89 1/7/59 the Board and probably would be attributed to the Board by the Dress. Governor Robertson then stated that he did not think the Board should be in a position of opposing a presentation by any person if the court felt that the material would be helpful. On the other hand, he did not feel that the Board should tie the hands of the Department of Justice in handling the case. If the decision of that Department should be to oppose the filing of the amicus brief, such action on the part of that agency as the representative of the Board would not bother him. However, the Board might wish to take a neutral position. This was a case of first impression, the Board had made a decision in the exercise of its judgment and felt that the decision was right, and it wanted that side of the case presented as ably as possible. At the same time, there ought not to be any feeling against having the other side presented as Well as possible and in such manner as the court deemed appropriate. Therefore, he suggested that the Board not take any formal position and that it leave the Justice Department a completely free hand to do anything it vi shed as counsel for the Board. In further comments, Governor Robertson made it clear that under no cir clxmstances would he give a consent to the filing of the brief. 11°.wever, he had a feeling that opposition to the filing of the brief 14°uld indicate a lack of confidence on the Dart of the Board in its Position and suggest that the Board was afraid to have the other side adequately presented. If the Board neither consented nor registered 90 1/7/59 —6— cDposition, it would be up to the court to decide whether to accept the amicus brief. On the side of opposing the introduction of the brief, it was stated that any other course might seem to acknowledge the State supervisory authori ties as having parallel authority to the Board in a field where the Board had contend ed that it was acting within its authority under the statutes. Likewise, it was stated that the Board had handed doun its decision in this matter, had concluded that the decision was right, and would not want to give the appearance that it lacked confidence in its ability to interpret the law. It was also pointed out that the Department of Justice appeared likely not to favor the introduction °I' the amicus brief and that the Board would not want to conflic t with the age nCY handling the case for it unless there were strong reasons. Furthermore the Board had a responsibility to support the Justice DsPartment in bringing the case to as successful a conclus ion as possible. During the discussion, it was noted that there had been nothing to suggest that the brief would present any legal argumen ts other than those that would be presented by counsel for the plaintiff, not that the 1:11-ef would present additional facts. While it was recognized that a Public relations problem was involved as well as a legal problem, the ifielg was expressed that as long as the matter was in litigation the Board 811°111d proceed in accordance with legal principles. However, if it were Pcssible to state, through the Justice Department, that the Board was 91: 1/7/59 -7- °PPosed to the introduction of the brief because it would apparently introduce no new facts or no legal arguments beyond those to be made by plaintiff's counsel and because introduction of the brief would merely clutter up the record, it was felt that the public relations Problem might be relieved. The discussion revealed the consensus to be that the Board should support the Department of Justice if that Department was opposed to the introduction of the amicus curiae brief proposed be submitted by counsel for the National Association of Supervisors of State Banks, and it 'las understood that Mr. O'Connell would discuss the matter with repres entatives of the Justice Department in the light of this consensus Governor Robertson expressed the hope that it might develop to be the best Judgment of Mr. O'Connell and the Department of Justice, upon further consideration, that the filing of the brief should not be activelY opposed. Messrs. O'Connell and Nelson then withdrew from the meeting. 1 122Ointment of Assistant Federal Reserve Agent at New York. G"ernor Robertson reported having been advised informally by President Re'Y'es of the Federal Reserve Bank of New York that the Bank proposed to trans fer Mr. Piderit, Manager of the Rank Examinations Department, to 411°ther assignment under its development program and replace him with John Ringen, presently associated with the credit and discount functi -°11. In that connection the Bank would like to designate Mr. Ringen 92 l/7/59 ae -8- Assistant Federal Reserve Agent while at the same time retaining the designation for Mr. John Kauderer. this If the Board saw no objection to concurrent designation of two persons, Mr. Hayes would like to Present the matter at the next meeting of the Bank's Board of Directors. Governor Robertson noted that concurrent designation existed at the Federal Reserve Bank of St. Louis and that, although at one time the Board indicated that it preferred to have only one Assistant Federal Reserve Agent at each Reserve Bank, the statute provides that "one or more" as may be designated. In view of the circumstances described by Governor Robertson, he...wau authorized to advise Mr. Hayes informally that the Board tentatively saw no objection to the proposal, with the understanding that the usual information would be submitted for the Board's "nsideration in requesting formal approval of the designation of Mr° aingen as an Assistant Federal Reserve Agent. Circulation of newspaper article. Chairman Martin said that he was circulating to the other members of the Board for their information SYndiCated article written by Mr. Robert S. Allen and carried in cull ' ent papers which referred to investigation by a Senate Subcommittee Of all leaks with respect to certain Board policy actions. With regard to that portion of the article which stated that he had been aPPr°ached by brokers protesting an alleged leak of the action of the Boara . increasing margin requirements on October 15, 1958, Chairman Marti' - 44 noted that at the time he was out of the United States. 1/7/59 -9Withdrawal and substitution rules. In response to an inquiry hY Governor Robertson concerning the progress of the study of the Withdrawal and substitution rules under the Board's margin regulations, it was stated that representatives of the New York Stock Exchange had met with members of the Board's staff in Washington and that members of the Staff were to meet in New York tomorrow with representatives of the Stock Exchange, the New York Reserve Bank, and the Margin Clerks' As sociation. jy of speculation in the Government securities market. At the meeting on November 26, 1958, the Board gave consideration to a memorandum fr°m Mr. Keir, Acting Chief of the Government Finance Section in the Division of Research and Statistics, which suggested certain types of regillation to curb speculative excesses in the Government securities market. It was decided not to transmit that memorandum to the Treasury Pencling the availability of a memorandum on the same general subject Which was being prepared by Mr. Yager, also of the Government Finance Section. Governor Mills noted that Mr. Yager's memorandum had been distributed to the members of the Board with a memorandum from Mr. Young, pirector of the Division of Research and Statistics, dated December 19, 1958. The question of sending copies of the two memoranda to the Treasury was then discussed in the light of the contents of those documents and it was 4ecided to defer a decision pending further consideration at the meeting 94 1/7/59 -10- of the Board tomorrow. Governor Robertson stated that although he would not be present at tomorrow's meeting, he would review the memoranda and submit any views he might have. The meeting then adjourned. Secretary's Notes: Acting in the absence of Governor Shepardson, Governor Robertson approved on behalf of the Board on January 6, 1959, a letter to Dr. Frederic D. Chapman, Washington, D. C., regarding the annual physical examination for all Board cafeteria employees. A copy is attached as Item No. 4. Pursuant to the recommendation contained in a memorandum dated January 7, 1959, from the Division of Personnel Administration, Governor Robertson, acting in the absence of Governor Shepardson, today approved on behalf of the Board a new 17-grade prevailing rate wage schedule for trades, crafts, and labor-type positions (attached Item No. 5) and increases in the basic annual salaries of Board employees affected by the new schedule (attached Item No. 6), effective January 11, 1959. UNITED STATES OF AMERICA Item No. 1 1/7/59 BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. "." ••• ........ ... .... t In the Matter of the Application of 1 THE FIRST VIRGINIA CORPORATION ' for prior approval of acquisition of voting shares of Old Dominion Bank Olni [NO 610 ••• ORDER APPROVING APPLICATION FOR PRIOR APPROVAL UNDER BANK HOLDING COMPANY ACT There having come before the Board of Governors pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (12 USC 18)43) and section 4(a)(2) of the Board8 s Regulation Y (12 CFR 222.)4(a)(2)), an application on behalf of The First Virginia Corporation, whose Principal office is in Arlington, Virginia, for the BoardIs prior approval of the acquisition of from 51 to 92 per cent of the 40500 outstanding voting shares of Old Dominion Bank; Arlington, Virginia; a Notice of Tentative Decision referring to a Tentative Statement on said application having been published in the Federal Register on December 9, 1958; the said Notice having provided interested persons an oPportunity„ before issuance of the Board2s final order, to file ob jections or comments upon the facts stated ,Ad the reasons indicated in the Tentative Statement; and the time for filing such objections and comments having expired and no such objections or comments having been filed; IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that the said application be and hereby is granted, and the acquisition by The First Virginia Corporation of from Si to 92 per cent of the 400500 outstanding voting shares of Old Dominion Bank, Arlington, Virginia, is hereby approved, provided that such acquisition is completed within three months from the date hereof. Dated at Washington, D. C., this 7th day of January, 1959. By order of the Board of Governors. Voting for this action: Chairman Martin, Vice Chairman Balderston, and Governors Szymczak, Mills and Robertson. Absent and not voting: Governor Shepardson. (Signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL) BOARD OF GOVERNORS OF THE Item No. 2 1/7/59 FEDERAL RESERVE SYSTEM APPLICATION BY THE FIRST VIRGINIA CORPORATION, ARLINGTON, VIRGINIA, FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF OLD DOMINION BANK, ARLINGTON, VIRGINIA STATEMENT The First Virginia Corporation, Arlington, Virginia, a bank holding company, has applied, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 ("the Act"), for this Boards prior approval of the acquisition of from 51 to 92 per cent of the 40/500 outstanding voting shares of Old Dominion Bank, Arlington, Virginiafl a bank organized under the laws of Virginia. As required by section 3(b) of the Act, the Commissioner of Banking for the State of Virginia was asked for his views and recommendations with respect to the application. The Commissioner interposed no objection to the application. Statutory factors. - Section 3(c) of the Act requires the Board to take into consideration the following five factors (1) the financial history and condition of the holding company and bank concerned; (2) their prospects; (3) the character of their management; (4) the convenience, needs, and welfare of the communities and the area concerned; and (5) whether or not the effect of the acquisition would be to expand the size or extent of the bank holding company sYstem involved beyond limits consistent with adequate and sound 98 -2- banking, the public interest, and the preservation of competition in the field of banking. Discussion. - The applicant, The First Virginia Corporation, is a part of a holding company system that includes three banks in northeastern Virginia, near the District of Columbia: Old Dominion Bank, Arlington, Virginia, with deposits of $37 million on June 23, 1958; Bank of Annandale, Annandale, Virginia, with deposits of $4 million; and The National Bank of Manassas, Manassas, Virginia, With deposits of $5 million. At the present time, Old Dominion Bank is a bank holding comparly by virtue of its ownership of all of the stock of The First Virginia Corporation, which owns a majority of the stock of the Annandale and Manassas banks. The voting shares of Old Dominion Bank are publicly owned (with the exception of 5 per cent of Old Dominion stock presently owned by First Virginia). First Virginia proposes to acquire up to 92 per cent of Old Dominion's outstanding voting shares by offering to exchange 30 shares of a new issue of First Virginia stock for each outstanding Share of Old Dominion stock. If the proposal were fully consummated the stock of First Virginia would become publicly owned, and First Virginia would become the owner of 97 per cent of the voting stock of Old Dominion and would continue to hold a majority of the stock of the Annandale and Manassas banks. Old Dominion Bank would cease to be a bank holding company, since it would no longer own or control 25 Per cent of the voting shares of First Virginia. 99 _3- The rapid growth of Old Dominion Bank and Bank of Annandale calls for substantial increases in their capital structures, and continued growth of all three banks in the group may, in the future, call for further increases in their capital structures through sale of additional stock. Since First Virginia owns a majority of the stock of the Annandale and Nanassas banks, that holding company would be the natural purchaser of the greater part of any such additional issues of stock. Under the existing intercorporate arrangement of the System, however, with a commercial bank (Old Dominion Bank) as the top holding company and an intermediate holding company (First Virginia) that holds only the stock of two relatively small banks, First Virginia might find it somewhat awkward and costly to raise funds with which to purchase additional shares of its subsidiary banks. Financing of capital increases for all three banks probably would be facilitated as now proposed, First Virginia became the only holding company in the group and the relatively large Old Dominion Bank was included among its subsidiaries. The financial history and condition of First Virginia are satisfactory, and the proposed transaction would enhance that corporation's financial strength. The financial history and condition of Old Dominion also are satisfactory. As stated above, its rapid growth calls for a substantial increase in its capital structure, and such an increase is 3ontemplated by the general plan of which the pending application is a part. Both First Virginia and Old Dominion appear to be under good management. 100 Inasmuch as the proposed acquisition involves2 essentially, a rearrangement of the corporate units in the holding company system and involves no change in the number or character of banking facilities, the convenience, needs, and welfare of the communities and the area concerned will not be materially affected. Likewise, the pro- posed acquisition will not modify the existing competitive situation among the banks of the area or otherwise significantly affect competition in the field of banking. The contemplated strengthening of the capital structures of two of the banks in the group would contribute to the soundness of banking in the area and thereby to the public interest. Conclusion. - The above views were incorporated in the Tentative Statement issued in connection with the Notice of Tentative Decision published in the Federal Register on December 9, 1958 (23 FR 9522)2 affording interested persons an opportunity to submit comments on or objections to the Board's proposed action. No such comments or objections were received within the 15-day period specified for their submission. It is the judgment of the Board, in the light of the factors enumerated in section 3(c) of the Act and the general purposes of the Act, that the application should be approved. IT IS SO ORDERED. January 7, 1959 1 4f)i' . _ABOARD OF GOVERNORS OF THE Item No. 3 FEDERAL RESERVE SYSTEM 1/7/59 WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD January 7, 1959. Dear Sir: Reference is made to the Board's letter of January 13, 1958, 1 to previous correspondence cited therein regarding participation 'Ystem personnel in the training course given by the Center for Latin American Monetary Studies in Mexico City. 7 Nominations are now invited for possible candidates for the 1950 nroRram which begins approximately the first of May and closes t the end of Auaust. As previously indicated, nominees should have __sufficient command of the Spanish language to be able to participate ! Ifectively in the program of the Center and should be in a position , 0_.Profit.from the courses involved. The terms and conditions for h 1?Is Year's appointments will be the same as for last year, as out1 ip the letter of January 13, 1958. : Nominations for the 1959 course should be submitted not ,t isr. than January 31, 1959. Each one should be accompanied by a ef resume of the candidate's training and experience. Very truly yours, Merritt Sherm Secretary. PRESIDENTS OF ALL FEDERAL RESERVE BANKS BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No, 4 1/7/59 WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD January Ur. Frederic D. Chapman, 1150 C onnecticut Avenue, N. azhington, D. C. 6, 1959 .3 AJear Dr. Chapmn: each employee in the . The annual physical examination for teria of the Doord of Governors of the Federal neservo System be continued durinc. 1959 on the samP basis as set forth in our J-etter to you of December 22, 195'2. cafe I have been advised by the Division of Personnel Administrat;, 1,( Lhat these arraaLements have worLed out satisfactorily and 1V 64at the fee of t.100 for the calendar year 199 is a(7ecable 1,0 su')2 to be conducted t't„,37°11. Thu auql,er of examtnat5on, understood !.,hat tho 0)c : 11 ially the sa-le as in previous years. It is in the conducted ' to ll uations bill Lc:Lin on Nay C, 1959, and will be until. TO Uo 2 alT'dls Health Service "unit each ',:ednesdey Jlornin2, from cafeteria emp3oyees nre exwained. Very truly (Signed) Merritt Sherman Shor=, Socretnrir. ATTACILENT I 1. Ch. Item No. 5 1/7/59 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM METROPOLITAN D. C. PAP,VAILIIJG Rita wAGE SCHEDULE BASIC ANNUAL PAY RATES EFFECTIVE JANUARY 11, 1959 :licte: ?r Trades, Crafts, and Labor-type positions - not applicable to Laundry or 'c'oct Service positions. \11,- 2 3 4 Step 1 Step 2 Step $2,954 9 $4,950 $5,221 $5,491 3,182 3,349 10 5,179 51450 5,720 3,370 3,557 3,744 11 5,366 5,658 5,949 3,723 3,910 4,098 12 5,741 6,032 6,344 4,077 4,285 4,493 13 6,136 6,448 6,781 4,285 4,514 4,742 14 6,531 6,864 7,218 4,514 4,742 4,971 15 6,947 7,322 7,696 4,742 4,992 5,242 16 7,426 7,821 8,216 17 7,925 8,341 8,757 Step 2 Step 2,662 ,U,808 3,016 5 6 7 8 3 Grade E'L'9.11.1 3 1411.4w, 7at,ist,' normally occurs in Step 1. Progression to Step 2 occurs after 26 weeks iNkp 4ct°/7 service in Step 1. satisfactory service in Progression to Step Step 2. 3 occurs after an additional alt,e ' SOUgh t 4 represent the All-Industry or "Custodial" Schedule as used by ntSi in the Metropolitan D. C. Inter-Agency Plan, Grades 12 through 4rteNaLliusted to make them applicable for use with Supervisory positions in 1/Itergency Plan. Grades 5 through 11 are Army-Air Force rates as used in 'CencY Plan. 17 141: ATTACHMENT II 84cIget jbe Employee & Position Present Wage Board Grade and Step Proposed Wage Board Grade and Step Item No. 6 1/7/59 Annual Salary Amount of Present Proposed Increase Young, Herbert W. Building Supt. 26 - 3 16 - 2* 7530 7821 291 Lindamood, C. D. Prin. Opr. Eng. 19 - 3 12 - 3 6011 6344 333 Myers, Arthur S. Elect. - Opr. Eng. 18 - 2 12 - 2 5533 6032 499 Blash, John Carp, Opr. Eng. 16 - 3 11 - 3 5533 5949 416 Osborne, John E. Steamfitter, Opr. Eng. 15 - 3 10 - 3 5408 5720 312 Steger, Karl J. Steamfitter, Opr. Eng. 15 - 3 10 - 3 54o8 5720 312 -2 10 - 2 5054 5450 396 Hopkins, Glenn B. Painter 13 - 2 9-2 4950 5221 271 Rabbitt, Bruce L. Painter 12 - 2 9-2 4826 5221 395 Itanew, Morris Gardener 6-3 6-3 4389 4742 353 Clanton, Saul Gardener 4 -3 4-3 3910 4098 188 Total Annual Cost of Increase $3766 Average Percentage of Increase 6.43% 3 5 6 7 a 9 10 8114P, Arad B. Gen. Mech., Opr. Eng. 4 1,41a s larY to remain in step 2 of Grade WB-16.