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Minutes for To: Members of the Board From: Office of the Secretary July 23, 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. Ohm. Martin Gov, Szymczak Gov. Mills Gov. Robertson Gov, Balderston Gov, Shepardson Gov. King 2(;5 Minutes of the Board of Governors of the Federal Reserve System on , July 23, 1959. 711111713 'PRESENT: Mt. Mt. Mt. Mr. Mt. Mr. Mt. The Board met in the Board Room at 10:00 a.m. Martin, Chairman Balderston, Vice Chairman Szymczak Mills Robertson Shepardson King Sherman, Secretary Kenyon, Assistant Secretary Solomon, Assistant General Counsel Hexter, Assistant General Counsel O'Connell, Assistant General Counsel Nelson, Assistant Director, Division of Examinations Mr. Benner, Assistant Director, Division of Examinations Mt. Mt. Mt. Mt. Mr. Mt. Mr. Carl H. Morgenstern, President, and Mr. Siegel W. Juaa, a clirector and Counsel,of Old Kent Bank and Trust Company, Grand Rapids, Michigan, also were present. Meeting with Old Kent representatives. Pursuant to arrangements 1111de at their request, Messrs. Morgenstern and Judd were present to discuss chan, i'ses in the branch operations of Old Kent Bank and Trust Company since its inerger last year with The Peoples National Bank, and the position of °34 Kent as compared with that of other banks in Grand Rapids. Mr. Morgenstern introduced his comments by noting that it had beeh aPProximately one year since the Board denied the application of ICent to operate seven offices of Peoples as branches following the Illellger of the two institutions. trletitS In the ensuing period, he said, develop- had unfolded somewhat differently than might have been anticipated 7/23/59 -2- hen the application was before the Board, and he and Mr. Judd would like to review those developments. Turning first to the trend of operations of Grand Rapids banks, Mr. Morgenstern stated that total deposits had increased from $770 million to $810 million, or about 5 per cent, from the June 1958 call date to the June call date in 1959. In citing these figures, he was using total deposits of the Michigan National Bank rather than the dePosits of its branch in Grand Rapids, since the deposits of the b anch were not available to him. In this period of approximately one Year, depots of Old Kent increased from $227 million to $231 million, a Percentage increase of about 1.8, which meant that its deposit growth had been lower percentagewise than that of any of the other three banks perattrig offices in Grand Rapids. Old Kent's percentage of total 415"its had dropped from 29.5 to 28.6, while the percentages of each ot tbe three other banks had increased moderately. These figures, Mr. 1444‘ganstern suggested, tended to indicate that the merger of Old Kent 4134 Peoples had had little effect on the competitive situation. Mr. Morgenstern recalled that prior to the merger Old Kent was °Pel ' ating 21 offices, while Peoples was operating 7 offices. He then l'elatad haw certain offices of Old Kent and Peoples had been consolidatea and how certain branch quarters formerly operated by Peoples had been taken over by a competing Grand Rapids bank (Central Bank) so as 7/23/59 -3- to furnish competition to Old Kent at those locations. The directors °I' Old Kent were reported to have agreed to consolidate the head office Of Old Kent with the former head office of Peoples, although it had not been decided which of the two locations would continue to be used as the head office. The net result of changes already made and others currently under consideration would be that Old Kent was likely, within the relatively near future, to have in operation about the same number of offices 48 it had in operation prior to the merger with Peoples. This statement el3PerentlY did not take into account, however, a branch that Old Kent had btained permission to open prior to the merger, and which was now in ellion, or a branch not yet opened that Old Kent recently obtained °.Pelc ' Iperalission to operate in the Town of Cascade. Mr. Morgenstern indicated that Old Kent desired particularly to e°4t1nue to operate two branches known as the Wealthy-Lake and the Rogers Rei6hts offices, formerly branches of Peoples National Bank. The former Ported to service a well-developed business area, and competition II afforded by a nearby office of the Union National Bank. " It was 84€%ested that the closing of this branch would reduce competition and give Ullion a virtual monopoly on business in the area unless the Central Larik should obtain permission to operate a branch in the vicinity. The brarieh in Rogers Heights was reported to serve a substantial business grottr, and a rapidly growing residential area that had been without gt,t 7/23/59 • -4- blanking services until Peoples established the branch about three years At present, the closest banking facility was a branch of Union, about 1-1/2 miles distant from the branch of Old Kent. Furthermore, at the beginning of 1959 this area bad become incorporated, which was inte rpreted by Old Kent to mean, under State law, that if Old Kent were c°mPelled to close the existing branch it would be prohibited from going Into the area to establish a branch de novo. In summarizing their comments, Messrs. Morgenstern and Judd l'equested that the Board review the situation in the light of develop1Q1ellts during the past year and perhaps make a new appraisal. They then l esloonded to questions regarding the location of Old Kent branches and ' 13161218 for consolidation of Old Kent offices and former offices of Peoples 14 the downtown area. the During this discussion, Governor Robertson raised question whether there would be a legal basis for the Board, after having made its original decision, now to permit Old Kent to operate a bl'a/lch in the Rogers Heights area that had since been incorporated. The le.1511e8 were to the effect that it was thought any legal obstacles could be overcome if the Board, upon reconsideration of the matter, should take 4 f4vorable view policywise with respect to operation of the Rogers Heights There followed additional discussion with respect to the trend dePosits of Old Kent, including both demand and time deposits, after 7/23/59 -5- which Messrs. Morgenstern and Judd reiterated their request that the Board reexamine the situation on the basis of developments that had occurred over the past year. Messrs. Morgenstern and Judd then withdrew from the meeting, as did Mr. O'Connell. Discount rates. The establishment without change by the Federal Reserve Bank of San Francisco on July 22, 1959, of the rates on discounts aria advances in its existing schedule was approved unanimously, with the Understanding that appropriate advice would be sent to the Bank. Items circulated to the Board. The following items, which had been circulated to the members of the Board and copies of which are attached to these minutes under the respective item numbers indicated, aPproved unanimously: Item No. Letter to the Mechanics and Farmers' Bank of Albany, bl,banY, New York, approving the establishment of a -6/x/ch in the Stuyvesant Plaza Shopping Center. Letter to the Lincoln Rochester Trust Company, liochA„ - ery New York, approving the establishment Of " a branch in Macedon. Lett er to the Federal Reserve Bank of Chicago ' legard* s , lng the interpretation of "carrying" under ee4"on 221.3(b)(1) of Regulation U. Lett ir to the Security State Bank, Pearsall, Texas, vaive vi„ 4g the requirement of six months' notice of , %.adra SYstem.1gal from membership in the Federal Reserve 1 2 3 4 7/23/59 -6Item No. Letter to the Comptroller of the Currency 5 recommending unfavorably with regard to an aPPlication to organize a national bank at Silsbee, Texas. Messrs. Leavitt and Thompson, Supervisory Review Examiners, Division of Examinations, entered the room at this point. Continental Bank and Trust Company (Item No. 6). There had been circulated to the members of the Board a memorandum from the sion of Examinations dated July 21 1959, summarizing information received from the Federal Reserve Bank of San Francisco concerning the Statils of loans to members of the family of President Cosgriff of The C°4tinental Bank and Trust Company, Salt Lake City, Utah, as disclosed by the examination of the bank as of May 25, 1959. Borrowings of Mr. C°sgriff's mother had been eliminated during the examination and the bc)rrowings of Mr. Cosgriff's wife reduced to $150,000. The memorandum e)cipressed agreement with the position proposed to be taken by the San Ill'ellcisco Reserve Bank that the outstandiag unsecured loan to President ec)sgriffts wire should be eliminated or adequately secured and that any future borrowings by the Cosgriff family should be on an adequately sectlred basis or, if unsecured, supported by a satisfactory financial statement and placed under a definite liquidation program. However, the memor um also suggested that it would be advisable to refrain tl‘ct te.king a position at this time that might make it difficult to 7/23/59 -7- avoid a section 30 proceeding. Submitted with the memorandum was a draft Of letter to the Federal Reserve Bank of San Francisco which indicated that it would be the preference of the Board to defer a decision until all facts were available for consideration regarding the final outcome. With reference to the oral arguments heard yesterday by the 11°ard in connection with the capital aaequacy proceeding involving Continental, Governor Mills noted that Counsel for Respondent, after reiterating the construction of the law urged by Continental, concluded with a declaration that the Board's approach should not have been under sectl°11. 9 of the Federal Reserve Act but under section 30 of the Banking Act °f 1933. t4eties Governor Mills said he regarded this as a diversionary He felt a section 30 proceeding should be avoided, and he had Seat a memorandum to the Legal Division outlining his reasoning at greater length. Governors Shepardson and Balderston raised the question whether a 13°rtion of the language found in the memorandum from the Division of caminations should not be substituted for the concluding paragraph in the Proposed letter to the San Francisco Reserve Bank since it would 41315ear to state the Board's position more specifically. After discussion of thi, " Possibility, it was agreed that the letter should be left in the tO,n1 of the draft submitted to the Board but not sent until it was disellsee,, . with Reserve Bank President Mangels, when he was in Washington 7/23/59 -8- next week, in order to make sure that the language of the letter would create no misunderstanding with regard to the Board's position. Secretary's Note: When Mr. Mangels was in the Board's building on July 27, 1959, the matter was discussed with him and he was shown the letter proposed to be sent to the Reserve Bank. Mr. Mangels expressed general agreement with the position taken in the memorandum from the Division of Examinations and indicated that the letter would be understood by the Reserve Bank in that context. Accordingly, the letter was sent to the Reserve Bank on July 29, 1959, in the form approved by the Board. A copy is attached as Item No. 6. _21tizens and Southern applications (Item No. 7). In accordance With the understanding at the meeting on June 23, 1959, there had been a notice of tentative decision regarding the applications of Citizens and Southern National Bank and Citizens and Southern Holding C°11113anY, both of Savannah, Georgia, for prior approval under section 3(a) cif the Bank Holding Company Act to acquire 2,500 of the outstanding \rot"ng shares of American National Bank of Brunswick, Brunswick Georgia. No e°mments having been received following publication of the notice cn be tentative decision, it was now proposed that an order and statement .1.. 'sued approving the proposed acquisition of shares. A draft of 'lift. 4. -11"-ng opinion by Governors Robertson and King had been distributed to the Board prior to this meeting. After a brief discussion, the applications of Citizens and 8°11thern National Bank and Citizens and Southern Holding Company were 7/23/59 -9- sPproved, Chairman Martin and Governors Balderston, Szymczak, Mills, and Shepardson voting for approval while Governors Robertson and King voted for denial. Attached under Item No. 7 are copies of the order, the statement of the Board, and the dissenting statement of Governors Robertson aria King. These documents were the subject of a press statement released on the afternoon of July 23, 1959. The meeting then adjourned. Secretary's Notes: Governor Shepardson approved on behalf of the Board on July 22, 1959, the following items: a to the Federal Reserve Bank of Philadelphia (attached N Icem Letter 74---7.--11 approving the appointment of William J. McCuen, Jr., as sslstant examiner. 4 Letter to the Federal Reserve Bank of Atlanta (attached Item No. 9) EtsPr°ving the designation of Warren A. Seeley, Jr., and James D. Murphy sPecial assistant examiners. se_. Memorandum dated June 30, 1959, from the Division of Administrative ices recommending the transfer of Richard J. Michel, Laborer, to the j po4 ition of Supply Clerk, Division of Administrative Services, with an ; 111 Of—ease in salary from $3,340 to $3,635 per annum, effective the date entrance upon his new duties. Governor Shepardson today approved on behalf of the Board a letter to the Federal Reserve Bank of Atlanta (attached Item No. 10) approving the appointment of Alton Donald Sands as assistant examiner. Governor Shepardson noted today on behalf of the Board the retirement, effective August 1, 1959, of Charles N. Griffin, Supervisory Review Examiner, Division of Examinations. OkY 7/23/59 -10The attached letter (Item No. 11) relating to a Government employee parking survey was sent today to the Bureau of the Budget following approval by Governor Shepardson. Seerret4ry BOARD OF GOVERNORS OF THE Item No. 1 7/23/59 FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE mat TO THE BOARD. Board of Directors, Mechanics and Farmers' Bank of Albany, Albany, New York. Gentlemen Pursuant to your request submitted through the Federal Reserve Bank of New York, the Board of Governors approves the establishment of a branch in the Stuyvesant Plaza Shopping Center, Western Avenue and Fuller Road, Town of Guilderland, Albany County, New York, by Mechanics and Farmers' Bank of Albany, Albany, New York. This approval is given provided the branch is established within six months from the date of this letter and formal approval of State authorities is effective at the time the branch is established. Very tray yours, (3 Kemit A. Kenneth A. Kenyon, Assistant Secretary. BOARD OF GOVERNORS OF THE Item No. 2 7/23/59 FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 Board of Directors, Lincoln Rochester Trust Company, Rochester, New York. Gentlemen: Pursuant to your request submitted through the Federal Reserve Bank of New York, the Board of Governors approves the establishment of a branch at 81 Main Street, Village of Macedon, Wayne County, New York, by Lincoln Rochester Trust Company, Rochester, New York. This approval is given provided the branch is established within six months from the date of this letter and formal approval of State authorities is effective at the time the branch is established. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. Item No. 3 7/23/59 ADDRESS OrrICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 Mr, Paul C. Hodge, Vice President, General Counsel and Secretary, Federal Reserve Bank of Chicago, Chicago 90, Illinois. Dear Mr. Hodge: This is in reply to your letter of July 6, 1959, enclosing Photostatic copy of a letter dated July 1, 1959 to Mr. Lamphere of the Detroit Branch from the Manufacturers National Bank of Detroit with t i two questions relating to situations involving the interpreta°11 of "carrying" under section 221.3(b)(1) of Regulation U. a In the first situation mentioned in the letter to Mr. Lamphere, the h uank prior to June 15, 1959, made loans secured by listed stocks w4e not for "carrying" under the restricted definition then in t,ect, apparently because the purpose of the loans was not "to enable borrower to reduce or retire indebtedness which was originally chcurred to purchase" stocks registered on a national securities extiahge. The bank states that if the loans were made at the present however, they might be covered by the amended section 221.3(h)(1). . hero, or the The bank asks, in effect, whether such a loan, which would Purpose of "carrying" a registered stock under the amended Itak lsion, became a regulated loan on June 15, 1959. The Board has eo2n the position that the original purpose for which a loan is made ap"Linues to be controlling during the life of the loan. It would tirar, therefore, that when the Board amended section 221.3(b)(1), nal Pr°vision regarded "carrying", all outstanding loans whose origiof would have met the amended definition came within the scope the lend e regulation. For this reason, it will be necessary for the hank's l lng officer, in the event of substitution or withdrawal of colemiencial, ater new borrowing, or the like, after the effective date of the been ment to Regulation U, to determine whether the loan would have and tf°r "carrying" under the provisions of the amended section 221.3(b)(1) affi aPply the provisions of the regulation if his determination is respect ve. Of course, a bank does not have to take any action with to such a loan until there is some such change in the amount Of the e loan or its collateral. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Mr. Paul C. Hodge -2- In the second situation, customers have had listed stock ?n deposit with the bank as collateral for a number of years, and nave borrowed from time to time on that collateral without ever (41n1ng the stock free of any lien for a continuous period of as much one Year. The bank asks whether there is a presumption that a an made on the security of the stock after June 15, 1959, is for !arrying the stock. It is believed that such a presumption is fequired by the explicit language of the regulation, as interpreted ln the Board's letter S-1700 of June 9, 1959. r2 Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 2ti BOARD OF GOVERNORS oilitte*g4 44,400cov* 11 OF THE )1(- FEDERAL RESERVE SYSTEM Item No. 7/23/59 WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 Board of Directors, Security State Bank, P earsall, Texas. Gentlemen: The Federal Reserve Bank of Dallas has forwarded to the Board of Governors your letter of June 23, 1959, and , 4!companying resolution signifying your intention to withw from membership in the Federa l Reserve System and gequesting waiver of six months ' notice of such withdrawal. In accordance with your request, the Board of Governors waives the requirement of six months' notice of t hdrawal. Upon surrender to the Federal Reserve Bank Dallas of the Federal Reserve Bank stock issued to ","., 1-11* institution, such stock will be canceled and approt:r;Late refund will be made thereon. Under the provisions Section 10(c) of the Board's Regulation H, as amended _effective September 1, 1952, your institution may accomt1sh termination of its membership at any time within ,Iht months from the date the notice of intention to hdraw from membership was given. n It is requested that the certificate of memberShip b di e to the Federal Reserve Bank of Dallas for 8P(Isition. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. 4 t; BOARD OF GOVERNORS g. OF THE 41) al 01' tiit4.*4 FEDERAL RESERVE SYSTEM " 4 a 4. Item No. 5 7/23/59 WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 C omptroller of the Currency, Treasury Department, Washington 25, D. C. Attention Mr. G. W. Garwood, Deputy Comptroller of the Currency. Dear Mr, Comptroller: Reference is made to a letter from your office dated March 24, 1959/ enclosing copies of an application to organize i national bank at Silsbee, Texas, and requesting a recommendacm as to whether or not the application should be approved. ' Z A report of investigation of the application made by examiner for the Federal Reserve Bank of Dallas indicates capital structure of $300,000 would be provided instead of :1 the $200,000 shown in the application. This revised capital ';'ructure would appear to be adequate. However, prospects for atisfactory earnings are not favorable in view of the projected m lume of loans and deposits, arrangements for proposed manageant are not entirely satisfactory, and the need for an additional : mmsrcial bank in the area is not apparent at this time. AccordglY, the Board of Governors does not feel justified in recommending approval of the application. an r! The Board's Division of Examinations will be glad to die „cues any aspects of this case with representatives of your ' lice if you so desire. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Sec.retrry. BOARD OF GOVERNORS e0c0401,4, 00" OF THE Item No. 6 FEDERAL RESERVE SYSTEM 7/23/59 WASHINGTON 25, D. C. a ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD trit.0 '4404t;01.4* July 29, 1959 C°NFIDENTIAL (F.R. N. Mangels, President, 'cetera". Reserve Bank of San Francisco, Sari Francisco 20, California. bear Mr. Mangels: Reference is made to your letter of June 23, 1959, sub' information concerning the indebtedness of the Cosgriff to The Continental Bank and Trust Company, Salt Lake City, lettsThe Board would concur in your view that your transmittal th_ r should state the Enid Cosgriff loan should be eliminated from V c:.esets of the bank or be adequately secured to correct the adverse :111:tle oto iLig the examination report. It is the Board's view that by the Cosgriff family should be on an adequately eetred basis or, if unsecured, supported by a satisfactory financial enlent, and with a definite liquidation program. gr,, The Board has noted the comments in the concluding para(let1-su or Your letter. It would be the preference of the Board to er its cola„, decision in this matter until all facts are available for it :Icicration respecting the final outcome. It will be appreciated " 4 will keep the Board informed of the situation. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth AA Kenyon, Assistant Secretary. UNITED STATES OF AMERICA Item No. 7 7/23/59 BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 1 In the Matter of the Applications of CITIZENS AND SOUTHERN NATIONAL BANK and ' CITIZENS AND SOUTHERN HOLDING COMPANY for prior approval of acquisition of voting shares of American National Bank of Brunswick, Brunswick, Georgia ••••• ••IN ORDER APPROVING APPLICATIONS 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 U.S.C. 1843) and section 4(a)(2) of the Board's Regulation Y (12 CFR applications on behalf of Citizens and Southern National Bank and Citizens and Southern Holding Company, whose respective principal office is in Savannah, Georgia, for the Board's Pri°1" approval of the acquisition of 2,500 of the outstanding voting shares of American National Bank of Brunswick, Brunswick, Georgia; a Notice of Tentative Decision referring to a Tentative Statement said applications having been published in the Federal Register on June 30, 1959 (24 F.R. 5319); the said Notice having provided interested persons an opportunity, before issuance of the Board's final order, to file objections or comments upon the facts stated -2- and 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 Beard's Statement of this date, that the said applications be and hereby are granted and the acquisition by Citizens and Southern National Bank and Citizens and Southern Holding Company of 2,500 of the outstanding voting shares of American National Bank of Brunswick, Brunswick, Georgia, is hereby approved, provided that such acquisition is completed within three months from the date hereof, and that no action be taken by Citizens and Southern National Bank or Citizens and Southern Holding Company that will result in the termination of the corporate existence of American National Bank of Brunswick as a separate functioning banking institution until after 60 days following the date of this Order. Dated at Washington, D. C., this 23rd day of July, 1959. By order of the Board of Governors. Voting for this action: Chairman Martin, Vice Chairman Balderston, and Governors Szymczak, Mills and Shepardson. Voting against this action: and King. Governors Robertson (Signed) Merritt Sherman Merritt Sherman, Secretary. (s'eiAL) BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY CITIZENS AND SOUTHERN NATIONAL BANK AND CITIZENS AND SOUTHERN HOLDING COMPANY FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF AMERICAN NATIONAL BANK OF BRUNSWICK, GEORGIA STATEMENT Citizens and Southern National Banks Savannah: Georgia ("National"), and Citizens and Southern Holding Company Savannah, Gec'gj-a ("Ctilen.).9 both of which are bank holding companiess have applied, pursuant to setion 3(a)(2) of the Bank Holding Conpany Act of 1956 ('the ),P fox the Board's prior approval of Citizen2g auisition of 29500 of the 20,000 outstanding voting 8hare'0 of American National Bank of Brunnwl,c,k,s, Brunswick, Georgia. Views and reommendationa of the Comptroller of the Curro. „..12c.... As required by s c;tion 3(b) of the Act, the Board gave 11°t1 c'e of the applications to the Comptroller af the Currenv. The Comptrcller recommended that the applications be approved by the Board. Stt:Lo:V factor*. - Section 3(c) of the Act require3 - - the Board to take into consideration the following five factorag (1) the financial history and condition of the holding company and banv concerned (2) their prospects (3) the character of their inanagement tie (4) the convenienz,Le need3p and welfare of the communi- and the area concerned; and (5) whether or not the effect of the "quisition would be to expand the size or extent of the bank holding .;$ ,44,1/4 -2compav system involved beyond limits consistent with adequate end sound banking, the public interest, and the preservation of competition in the field of banking. Discussion. - Citizens is a bank holding company under section ?(a)M of the Act because of its ownership of more than 25 Per cent (in fact, a large majority) of the stock of each of 10 banks, with deposits ranging from $2.5 million to $27.4 million, and aggregating over $100million„ located in 10 communities in Geor-i_ 8 ao National, a bank with its head office in Savannah, Georgi, a and its center of operations in Atlanta, operates 12 offices holding aggregate deposits of $470 million. holding company It is a bank as defined in section 2(a)(3) of the Act, since all of the outstanding shares of Citizens are held by trustees for the benefit of the shareholders of National, American National Bank, with deposits of $12.2 million, • has its head office in Brunswick, the county seat of Glynn County, and a bl'aneh offlae in Jesup, the county seat of Wayne County, It appears that the financial history and condition, the Pr°-sPec'tss and the management of American and the two holding • Parlles are satiofactory and would not be adversely affeated by the Proposed acquisition. The City of Brunswick (population about 20700) is served .1:3Y thn, •-e hank, and th,ere 113 one other bank In Glynn County* Wayne County hae two banking offL(,es, both in Jesup- one of them beillg a branch af American. American holds about one-third of all bank deposits in Glynn County and a majority of the deposte in Wlayne C°44tyo I L The Brunswick and Jesup offices of American are about 77 miles and 66 miles, respectively, southwest of Savannah, the location of the nearest banking offices of the Citizens and Southern group. Existing competition between American and the banking offices of the group is negligible, and this situation would not be changed by the proposed stock acquisition. It is to be noted that the proposed acquisition involves only 12-1/2 per cent of the outstanding stock of American, so that American will not become a subsidiary" of the holding companies; subsidiary status, under sections 2(d)(1) and 2(d)(3) of the Act, is based on ownership of 25 Per cent or more of the voting shares of the bank concerned. In the opinion of the Board, the proposed transaction 140U1d not have any significant effect on the convenience, needs, and welfare of the communities and the area concerned, and would not expand the Citizens and Southern holding company system beyond liMits consistent with adequate and sound banking, the public interest, and the preservation of competition in the field of banking. Conclusion. - The above views were incorporated in the Tentative Staterent issued in connection with the Notice of Tentative heision (24 published in the P.a. 5319), Federal Register on June 30, 1959 affording interested persons an opportunity to slIbmit comments on or objections to the Board's proposed action, and n° such comments or objections were received within the period specifled for their submission. . "r'"•71("P ,4,0 .110, Viewing the relevant facts in the light of the general Purposes of the Act and the factors enumerated in section 3(c), it is the judgment of the Board that the proposed acquisition would not be inconsistent with the statutory objectives and the public interest and that, accordingly, the applications should be approved. It is so ordered. JulY 231 1959. 4 r c**4 14 ir Dissenting Statement of Governors Robertson and King Section 3(a)(2) of the Bank Holding Company Act permits a holding company to acquire, without Board approval, up to 5 per cent of the voting shares of additional banks. Congress' view that acquisition of more than 5 This reflects per cent of a bank's stock cannot be regarded as an insignificant acquisition; that is the reason why, under the kct, such an acquisition may not be consummated without the Board's approval. We believe that approval of an application to purchase more than 5 per cent of the stock of an additional bank must be based on evidence that the public interest will be better served by such acquisition, It is not contended by the applicants, in this case, that the Proposed acquisition will have any favorable effect on the convenience, needs, or welfare of the community or area concerned. It is true that the transaction will not increase the number of statut°rY "subsidiaries" in the Citizens and Southern holding company 8Y3tern but this does not mean that the sphere of influence of the holding companies will not be expanded, We believe that it will be. The absence of prospective benefits that would justify the acquisition gives this matter importance that reaches beyond the mediate transaction. We are concerned lest approval in this case establish a general principle that a holding company can acquire °'''stantial minority interests in any banks that are not in direct eQmPetition with banks that are already members of its system* ) T. -2- In view of the Board's decision in this case, it is difficult to see how any such application could hereafter be denied without making an arbitrary distinction from this case. As previously indicated, the acquisition will expand the holding companies' sphere of influence. In the absence of evidence that the transaction would contribute to the convenience, needs, or welfare of the community or area, it is our judgment that such expansion would not be consistent with the purposes of the Bank Holding Company Act or with the public interest in the of banking. should be denied. Therefore, we conclude that the applications BOARD OF GOVERNORS OF THE Item No. 8 FEDERAL RESERVE SYSTEM 7/23/59 WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 22, 1959 Mr. Joseph R. Campbell, Vice President, Federal Reserve Bank of Philadelphia , Philadelphia 1, Pennsylvania. Dear Mr. Campbell: In accordance with the request contained in your letter of July 20, 1959, the Board approves the appointment ( 2! William J. McCuen, Jr., as an assistant examiner for the Federal Reserve Bank of Philadelphia . Please advise the Board if the appointment is not made effective September 1, 1959, as planned. It is noted that Mr. McCuen is the son of the Auditor of the Girard Trust Corn Exchange Bank, Philadelphia, Pennsylvania a State member bank. Accordingly, the Board's approval is given with the understanding that he will not participa te in any examination of the Girard Trust Corn xchange Bank as long as his father is an officer of that Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. BOARD OF GOVERNORS 40\411044 41'44 0C°40P; 4 . 714 (4) io,„N OF THE FEDERAL RESERVE SYSTEM Item No. 1,4 r' 6* C? 9 7/23/59 WASHINGTON 25. D. C. ADDRESS orFictat. CORRESPONDENCE tftst4 *4 koo* TO THE BOARD *ti July 22, 1959 Mr. Geo. W. Sheffer, Jr., Chief Examiner, Federal Reserve Bank of Atlanta, Atlanta 3, Georgia. Dear hr. Sheffer: In accordance with the request contained in your letter of July 17, 1959, the Board approves the designation of Warren A. Seeley, Jr. and James D. Mhrphy as special assistant examiners for the Federal Reserve Bank of Atlanta, for the purpose of partici— pating in the examination of State member banks only. The name of Robert P. Maynard has been deleted from-the list of special assistant examiners. Very truly yours, (Signed.) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. BOARD OF GOVERNORS OF THE Item No. 10 7/23/59 FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 PSIETE :NlaLitla/ 11r. J. E. Denmark, Vice President, Federal Reserve Bank of Atlanta, Atlanta 3, Georgia. Dear Mr. Denmark: In accordance with the request contained in your letter of July 16, 1959, as amended by your telegram of JulY 21, the Board approves the appointment of Alton Donald Sands as an assistant examiner for the Federal Reserve Bank of Atlanta. Please advise as to the date on which the aPpointment is made effective. It is noted that Mr. Sands is indebted to First Farmers and Merchants National Bank of Columbia, Columbia, I tie_lines3ee, in the amount of approximately $700. Accordingly, 12 uZici :lt, 7 n7proval of the appointment is given with the that he will not participate in any examination or that bank while indebted to it, and that his indebtedness will be placed on a regular reduction basis. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. BOARD OF GOVERNORS OF THE Item No. 11 7/23/59 FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 23, 1959 of the Budget, tt164, Executive Office Building, l'' 81u-ligton 25, D. C. Gentlemen: datedj , Pursuant to Paragraph 3 of Bureau of the Budget Bulletin No. 60-1 ri ulY 6, 1959, this report is submitted providing answers to the vachlete_,questions concerned with the Government employee parking survey conu on July 21, 1959: .a. Personnel problems. - There is no evidence that parking m J-4flculties in the area pose such personnel problems as recruitents turnover, or absenteeism at the Board's offices. pr bs hailEnment of Government parking spaces. - The Board's wh?PertY, acquired in 1935, included in addition to the square on 1313 -1-ch the Board's building is located, a portion of the vacant anrk lying immediately north of the building site between 20th 1St Streets on C Street. Since occupancy of the building in 193-, fo r, this parcel of Board property has been used as a parking lot an 'employees' cars. An employee desiring parking space submits ca aPPropriate application. Since the lot is currently filled to ,1;acitY, the application is held on a waiting list until a va0, A-t7°Y occurs through personnel separations or for other reasons. yo,Present there are 13 applications for parking permits on the -4-ting list. trat4 c- Car ools. - The Board's Division of Personnel Adminisin -Lon assists new employees in securing rides to work by arrangth :contacts with other employees residing in, or traveling through, are 3441s general area in which the new employee lives. Employees ett,allowed the use of a bulletin board which is accessible to all to``'tf members for the purposes of posting notices to request rides arld from work and for arranging car pools. d. Official cars. (1) Five (5) parking spaces are currently reserved for parking official cars. (2) Five are needed for this purpose. Bureau of the Budget (3) e. -2- The number of spaces mentioned above is adequate. Official visitors' cars. (1) No specific parking spaces are reserved for official visitors' cars. On infrequent occasions when it is necessary to provide parking space for official visitors' cars, the five spaces normally assigned to the Board's official cars are made available for the purpose. The Board's official cars are generally operated during normal business hours, and at intervals when they are not in use they are temporarily parked in restricted areas on the premises on those occasions when it is necessary to accommodate official visitors' cars. (2) As noted above, no specific number regularly required for this purpose. (3) No additional spaces required for this purpose. Very truly yours, Merritt SheiiianP Secretary.