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Minutes for To: July 26, 1963 Members of the Board Office Of the Secretary Attached is a copy of the minutes of the Board of Governors of the Federal Reserve .System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, please initial below. If you were present at the meeting, your initials will indicate approval of the minutes. If You were not present, your initials will indicate only that you have seen the minutes. Chm. Martin Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson Gov. King Gov. Mitchell http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Lig& r k A Minutes of the Board of Governors of the Federal Reserve System on Friday, July 26, 1963. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Mills Robertson Shepardson Mr. Sherman, Secretary Mr. Young, Adviser to the Board and Director, Division of International Finance Mr. Fauver, Assistant to the Board Mrs. Semia, Technical Assistant, Office of the Secretary Messrs. Noyes, Koch, Holland, Eckert, Keit., and Yager of the Division of Research and Statistics Messrs. Furth, Hersey, Sammons, Gemmill, and Goldstein of the Division of International Finance Money market review. Mr. Keir commented on developments in Government finance, the Federal Funds market, and the level of net free eserves, illustrating the information presented by distributing tables shelwing the structure of Treasury bill yields and the evolution of reserve ProJeotions during the statement week ending July 24, 1963, and a chart Showing maturity yields on United States Government securities from May 1960 to July 1963. Mr. Eckert spoke on bank credit, bank reserves, and cul*rencY in circulation, furnishing the Board copies of a summary of illanetarY developments in the five weeks ending July 24, charts on currency outsi de banks and per capital holdings of currency and personal consumption http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -2- 7/26/63 expenditures, and tables showing net changes in currency in circulation, by denomination, 1952-1963, and Federal Reserve notes outstanding, by District. Mr. Goldstein then discussed foreign exchange markets, Mr. Rolland commented on prospective open market operations, and Mr. Koch made observations as to the relationship between discount rates and credit availability. All members of the staff except Messrs. Sherman and Fauver and Mrs. Semia then withdrew and the following entered the room: Mr. Hackley, General Counsel Mr. Solomon, Director, Division of Examinations Mr. Johnson, Director, Division of Personnel Administration Mr. Hexter, Assistant General Counsel Mr. Benner, Assistant Director, Division of Examinations Mr. Leavitt, Assistant Director, Division of Examinations Mr. Thompson, Assistant Director, Division of Examinations Miss Hart, Senior Attorney, Legal Division Mr. Hricko, Senior Attorney, Legal Division Mr. Egertson, Review Examiner, Division of Examinations Mr. Rumbarger, Review Examiner, Division of Examinations Mr. Sanford, Review Examiner, Division of Examinations Mr. Smith, Review Examiner, Division of Examinations Mr. Noory, Assistant Review Examiner, Division of Examinations Discount rates. The establishment without change by the Federal Reserve Banks of New York, Cleveland, Richmond, St. Louis, Minneapolis, 414 Dallas on July 25, 1963, of the rates on discounts and advances in their existing schedules was approved unanimously, with the understanding that appropriate advice would be sent to those Banks. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis *.e.i;1,1 7/26/63 -3Circulated items. The following items, copies of which are attached to these minutes under the respective item numbers indicated, were approved unanimously: Item No. Letter to Mound City Trust Company, St. Louis, Missouri, waiving the requirement of six months' notice of withdrawal from membership in the Federal Reserve System. 1 Letter to The Chase Manhattan Bank, new York, New York, approving the establishment of a branch at 486 Neptune Avenue, Brooklyn. 2 Letter to Manufacturers Hanover Trust Company, New York, New York, approving the establishment Of a branch at 510 Third Avenue, Borough of Manhattan. 3 Letter to Union County Trust Company, Elizabeth, New Jersey, approving the establishment of a branch at Rahway Avenue and South Street. 14. Letter to United California Bank, Los Angeles, California, approving the establishment of a uranch in Redondo Beach. 5 Letter to the Federal Reserve Bank of New York -nterposing no objection to the retention of Robert G. Rouse in active service for the period 1964, and ?et°ber 1, 1963, through September 30, 7:PProving the payment of salary to Mr. Rouse as ee President and Senior Adviser at the rate 4.1xed by the Bank's Board of Directors for the Period October 1 through December 31, 1963. 6 Letter to the Federal Reserve Bank of New York 213roving the payment of salary to three officers 1 rates fixed by the Bank's Board of Directors. "L' ' 7 1 n http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -4- 7/26/63 Item No. Letter to Mercantile Trust Company, St. Louis, Missouri, reiterating the Board's interest in learning of steps contemplated in order to bring the Trust Company's operations into conformity with the position taken by the Board in its letter of June 20, 1963. Applications of Virginia Commonwealth Corporation. 8 There had been distributed two memoranda dated July 19, 1963, from the Division of Examinations in connection with applications by Virginia Commonwealth Corporation, Richmond, Virginia. In one application, Virginia Common- wealth sought to acquire shares of Washington Trust and Savings Bank, Bristol, Virginia, and in the other, to acquire shares of The Peoples National Bank of Pulaski, Pulaski, Virginia. In each case, the Federal Reserve Bank of Richmond and the Division of Examinations recommended aPProval. There had also been distributed a memorandum dated July 19, 1963, trom the Division of Examinations regarding the capital needs of the subsidiaries of Virginia Commonwealth Corporation, this study having been made pursuant to the Board's request at the meeting on May 20, 1963. since the study was started, The Bank of Henrico, Sandston, Virginia, had erged with The Bank of Virginia, Richmond, Virginia, thereby reducing the number of Virginia Commonwealth's subsidiaries to four. Of those only problem of Bank of Virginia was the one that presented the c°11sequence regarding capital needs. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4 ),1 t-4' it ) 7/26/63 -5After comments on the capital position of the other three sUbsidiaries, it was stated in the memorandum that Bank of Virginia needed close to $3.9 million of additional capital to equal 80 per cent of requirements according to the Board's analysis form; $4.9 equal 90 per cent; $7 million to equal 85 per cent; $5.9 million to million to equal 95 per cent; and $8 million to equal 100 per cent. position The primary causes of Bank of Virginia's low capital were relatively low net earnings and a rapid rate of growth in deposits. It seemed apparent that deposits would continue to grow. While efforts to improve earnings were said to be under way, it seemed probable that 4nY improvement in earnings in relation to growth of the bank would be Slow. The bank had sought increased earnings at the expense of its current capital position and liquidity. Its policy had been to keep rUlly invested and to make active use of the money market. It had a lower-than-average proportion of cash assets and U. S. Government securities and a higher-than-average proportion of loans to total assets. ial number of days, 4180/ the bank utilized borrowed funds for a substant and the reports of examination for 1962 and 1963 indicated a trend toward longer maturities in the investment portfolio. in keeping its total operating Bank of Virginia had been successful earnings at a high level; however, up to the present time it had had little relation to gross income. c'uccess in reducing current expenses in While 4 sizable portion of expenses was represented by interest payments on a http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis * )1 17.. X,/ P -6- 7/26/63 higher-than-average percentage of time deposits, expenses were also high in other categories. One reason indicated for the high expenses was the maintenance of its branch system. While real estate assets were higher than average in proportion to total assets, this proportion had been reduced over the past five years. It was also noted that the bank's occupancy expense, which was also higher than average, declined in relation to total earnings in 1962; however, it was doubted that this reduction would have a profound effect on the earnings picture. Unless Bank of Virginia could find some means of substantially reducing expenses in relation to total income, it would appear that Periodic augmentation of capital (in addition to retained earnings) would be the only available means of maintaining an adequate capital relationship. The bank at present planned to issue $1.5 million of additional Capital stock by September 1, 1963, and it was contemplated that Virginia Commonwealth would acquire its proportionate share, or all, of the additional shares. Numerous comparisons of the capital and earnings of Bank of Virginia with the capital and earnings of other banks and groups of bElnks were set out in the memorandum, as well as comments on dividend 13°11eY and borrowing of Virginia Commonwealth's subsidiaries and analyses °I' the communities they served. The conclusion of the Division, as far 48 Bank of Virginia was concerned, was that, although it was probable that a request for $4 million of additional capital (including the $1.5 Million to be added) would be vigorously opposed by the bank and the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 245s 7/26/63 -7- holding company, the addition of that amount would not be unreasonable. Capital adequacy according to the Board's analysis form had become Progressively weaker at each of the last three examinations and, based On past operations, the bank's earnings were considerably less than those for the average Fifth District member bank in its size group. Based on the most recent examination, the additional Provide only slightly in excess of $4 million would 80 per cent of the amount called for by the Board's analysis form. At the Board's invitation, Mr. Solomon commented in supplementation of the Division's capital adequacy memorandum. Despite the serious capital Problem of Bank of Virginia, he did not believe there was justification for turning down either of the two current applications by Virginia Commonwealth; those acquisitions would not worsen the capital situation Of Bank of Virginia and would, in fact, slightly strengthen that of the holding company. The capital of Bank of Virginia was inadequate by any test that could be applied; the only question was how much additional Capital was needed, and there was not too much variation in the findings °n that point. The analysis of the Federal Reserve Bank of Richmond was essentially the same as that of the Division of Examinations. The prin- eiPal reason for Bank of Virginia's low capital was its net earnings Position compared with other individual banks and groups of banks. Rea-laced to simplest terms, the bank had a management succession problem ill reverse. It was so interested in growth and expansion that it main- tained a staff of a size always ahead of its current needs. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Thus, even -8- 7/26/63 though the bank did not pay higher salaries than other banks, its personnel expenses, plus heavy rentals in bank premises, ate up an Undue portion of its quite favorable gross earnings. This fact had been to brought to the attention of the bank's management, who were trying correct the problem, but without sufficient success thus far. The bank very advanced in the use of automation, which might in time serve to reduce expenses to some extent. The Division suggested that, if the two current applications by Virginia Commonwealth were approved by the Board, the letters notifying the applicant of those decisions not only Bank express the Board's dissatisfaction with the capital position of Of Virginia but also call attention to the bank's earnings and expense Problem. its The Division felt strongly that the bank should add to capital not just $1.5 million but as least $4 million. The bank's take anagement recognized the capital problem and was prepared to corrective measures, although it seemed unlikely that they would be to add as much as $4 million. Mr. Solomon expressed the view, however, that the Board should press for that amount. Virginia Common- of wealth expected to borrow in order to purchase the $1.5 million Mditional capital that Bank of Virginia expected to issue. Obviously other means, It would be better to obtain additional capital through but it would be better to have the capital, even through borrowing, than not to have it. situation that involved Governor Shepardson observed that a question )1"adual capital deterioration and aggressive expansion raised a http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 7/26/63 -9- in his mind as to the point at which a line should be drawn on expansion until the situation improved. Governor Robertson commented that he thought in terms of the future; in the light of the amount of capital needed by Bank of Virginia, it would be more difficult to obtain capital for the other subsidiaries Of Virginia Commonwealth. Governor Balderston expressed the view that the capital problem Ifas more important than the two proposed acquisitions. He would press for the introduction of at least $4 million of additional capital, and he concurred in Mr. Solomon's suggestion that attention be called to the need for slowing down the building of Bank of Virginia's organization. Governor Balderston was in favor of saying that Bank of Virginia needed More capital promptly, without specifying how it should be obtained, and then referring to the fact that the bank had been preparing for growth at a rate that had affected its net operating figures adversely. He believed that the latter point Should be stressed because he did not 8ee how interest on borrowed funds could be serviced or satisfactory dividends paid unless the situation was remedied. Governor Shepardson stated that he also regarded the capital IDr°blem as the major consideration. It seemed to him that with inadequate capital and low net earnings, it was necessary for the Board to step in before Bank of Virginia got in trouble. He was inclined to favor the 4PProach suggested by Governor Balderston, being firm on the requirement Of capital and some consolidation of activities. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -10- 7/26/63 Following comments by Mr. Thompson, the members of the Board then expressed their views in regard to the application of Virginia Commonwealth to acquire the majority of the shares of Washington Trust and Savings Bank, Bristol, Virginia. Governor Mills stated that he would approve the application on the grounds cited by the Division of Examinations. He favored the Divi- sion's recommendation that, if the Board approved the application, the letter notifying the holding company of that decision include a stricture as to the need for increasing the capital of Bank of Virginia, but he woUld not make that a condition to the decision on the Bristol application. It would seem that since Bank of Virginia's gross earnings were relatively good and it was the bank's net return that presented difficulty, the bank's management could improve the situation by controlling expenses if they Chose to make that effort, and they should be encouraged to do so. The 8ristol application involved an area that was already served by several large banks, as well as two small ones, and the introduction of Virginia Commonwealth into the area presumably would provide increased competition with the large banks. Governor Mills could not be enthusiastic about the increasing holding company control over banking in Virginia, but the effect of the proposed Bristol transaction would not expand either the total holding company operations in Virginia or holdings of Virginia C°141tionwealth to a point that, in his thinking, would be adverse to the 141blic interest or involve an over-concentration of assets under the control of Virginia Commonwealth. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -11- 7/26/63 Governor Mills gathered that the management of Virginia Commonwealth was reasonable, had recognized the fact that Bank of Virginia's capital must be improved, and had steps under way to that end, although their present plans still would not put the bank's capital in an adequate Position. He judged that the two present applications had been presented Without any previous affirmative action on the part of either the Board or the Federal Reserve Bank of Richmond to insist that additional capital be introduced into Bank of Virginia. If that was correct, it seemed to him that it would be difficult to decline either of the applications at this time on the grounds of Bank of Virginia's capital inadequacy. Mr. Solomon commented that the question of capital had been raised With Bank of Virginia. Its officers had been told that the $1.5 million they proposed to add was a desirable step, but that further improvement Was necessary. Governor Robertson stated that he would disapprove on the ground that the major unit of the holding company's system had a serious capital Problem. If the holding company were allowed to expand, the implication Would be that its subsidiaries were adequately capitalized. Although they might not have troublesome capital problems today, except for Bank °I' Virginia, they might have in the future, and the difficulty being expe11-enced by the holding company in obtaining capital for Bank of Virginia Would make it harder to obtain capital for the other subsidiaries. Any capital to be provided Bank of Virginia in addition to the $1.5 million http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis -12- 7/26/63 that Virginia Commonwealth was borrowing would probably have to come from larger dividends assessed on the other subsidiaries by the holding company. He was in favor of halting the holding company's expansion at this point until it had brought its situation under control. Chairman Martin asked if the Board had ever gone so far as to say that a current application would be approved but that no future applications would be viewed with favor in the absence of capital improvement. Staff responses cited one previous case in which an admonition along that line had been given. Chairman Martin then asked it there was any legal reason why the holding company should not be put On notice that the Board considered Bank of Virginia's capital inadequate and expected the situation to be improved promptly. Mr. Hackley responded that he believed that from a legal standPoint it would be going a little far to say that no further expansion would be approved unless more capital was obtained, because each case MUst be judged on its own merits and some future case might involve circumstances that would point to its approval in the public interest. could be phrased in such 11811ing comment suggested that the admonition by Mr. Hackley. a Ias to make allowance for the point made be inclined to approve Governor Shepardson stated that he would the Bristol application, hoping that an admonition regarding capital cola(' be given that would be strong enough to be fruitful. Governor Balderston said that his view was favorable, for the r.easons set forth by Governor Mills. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Governor Balderston reiterated f -13- 7/26/63 his recommendation that the Board press for improved efficiency as well as for more capital. He noted that neither of the proposed acquisitions *would injure the capital position of the banks or the holding company. Chairman Martin stated that he also would vote to approve. He felt, however, that a strong admonition on the capital problem should be given. The application of Virginia Commonwealth Corporation to acquire Shares of Washington Trust and Savings Bank, Bristol, Virginia, was thereUPon approved, Governor Robertson dissenting. Governor Robertson stated, however, that he would like to reserve the right to withdraw his dissent, depending upon his view with regard to the terms of the admonition that vaS to be given the holding company. It was understood that the Legal Division would draft for the Board's consideration an order and statement reflecting the decision to aPProve and that, if Governor Robertson should decide to let his dissent stand, a statement explaining that dissent would also be prepared. At the invitation of the Board, Mr. Thompson then summarized the aPplication of Virginia Commonwealth to acquire shares of The Peoples National Bank of Pulaski, Pulaski, Virginia, following which the members °f the Board expressed their views. Governor Mills stated that he would approve for the reasons given by the Division of Examinations and against the background of the broader discussion of the holding company's situation. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis if "lb C-A", " /‘4t)ii -14- 7/26/63 Governor Robertson stated that he would approve this application as an exceptional case. Governors Shepardson and Balderston and Chairman Martin having also indicated favorable positions, the application was approved unanimously. It was understood that the Legal Division would draft an appro- Priate order and statement for the Board's consideration reflecting this decision, and that Governor Robertson might wish to issue a concurring statement. Messrs. Benner, Thompson, Rumbarger, Sanford, Smith, and Noory then withdrew from the meeting. Application of Fifth Third Union Trust Company. There had been distributed a memorandum dated July 22, 1963, from the Division of Examinations relating to the application of The Fifth Third Union Trust Company, Cincinnati, Ohio, to purchase the assets and assume the liabilities of The Citizens Bank of St. Bernard, Saint Bernard, Ohio. The memorandum 4nalyzed the application, with special reference to the factors cited ror consideration by the Bank Merger Act, and pointed out similarities between this application and that of Fifth Third Union Trust Company to acquire The Norwood-Hyde Park Bank and Trust Company, Norwood, Ohio, which the Board approved by order dated December 22, 1961. The Division of Examinations recommended that the present application be approved. Fifth Third Union Trust Company would gain through this acquisition about http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis .8 per cent of the area's deposits of individuals, 216C 7/26/63 -15- partnerships, and corporations, increasing its portion to about 27.5 per cent. However, when considered in conjunction with other factors, this slight increase did not appear to be of sufficient significance to warrant denial. The relatively small Citizens Bank had apparently served Saint Bernard reasonably well while the community was primarily residential. However, the area now was experiencing a substantial degree of industrial expansion. While Citizens Bank could no doubt prosper for a few more Years, it did not have the resources to meet the needs of the commercial and industrial concerns moving into the area. Consequently, its future Progress and ability to serve the area were questionable. The existing and potential competition that would be eliminated by the transaction was not believed to be a substantial element in the banking structure Of Cincinnati. For these reasons, and the fact that a management succession problem would be solved, the Division felt that approval would be in the public interest. At the Board's invitation, Mr. Leavitt spoke in supplementation or the Division's memorandum of July 22. He noted, among other things, that the initial overtures for the merger apparently were made by the °fricers of Citizens Bank, who wished to liquidate their banking interests "d felt that it would be increasingly difficult for the bank to operate Profitably. Therefore they wished to dispose of the bank now. Important ill the Division's thinking, and probably the circumstance that tipped the scales, vas the changing nature of the Saint Bernard area. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis With .,e467 -16- 7/26/63 make 1ncreasing industrialization, the businesses in the area might broader less and less use of Citizens Bank as they increasingly required services normally available from larger banks. , copies of which had Governor Robertson referred to a letter to the Attorney been distributed, that had been written on July 10, 1963, Federation of Independent General by a Vice President of the National Business. -Citizens Bank merger The letter referred to the Fifth Third already been (which the writer of the letter apparently thought had consummated) and stated that "the majority of the stockholders opposed the sale"; also that "businessmen in the St. Bernard area are up in arms over the fact that local banks would have bid more for available stock the highest than was paid by Fifth Third, if the bank had been offered to bidder." come from a Governor Mills observed that the letter did not ation. Stockholder of either of the banks involved in the applic Stock- to obtain relief. holders who objected could,if they desired, go to court He could not regard the letter as being germane to the decision the Board Illust make regarding the application. the statement in the letter Governor Shepardson, referring to to the arms because the bank had not effect that businessmen were up in asked what banks been offered to purchasers who would have bid more, there were that would have bid more. of several apparent conMr. Solomon replied that that was one tl'adictions in the letter; the price at which the bank was sold would http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis N4, 7/26/63 -17- be of no concern to businessmen. He pointed out further that the reso- lution for the merger was adopted by more than the required vote of twothirds of the outstanding shares of Citizens Bank. The members of the Board then expressed their views regarding the application, beginning with Governor Mills, who stated that he would concur in the Division's recommendation. The statutory factors required for consideration pretty much cancelled themselves out and left a neutral case, and as a neutral case it would be difficult to upset the expressed wishes of the parties to the proposal. As Mr. Leavitt had explained, the case bore comparison to the Norwood-Hyde Park case. It was also some- What similar to an application of United California Bank, Los Angeles, California, approved by the Board some time ago, where a bank was buried tn a metropolitan community, was surrounded by the facilities of much larger banks, and had a management problem. The Board had approved that ease as being in conformance with the wishes of the parties to the transaction, and in the light of a situation involving a segment of a much larger community rather than extension into a distant area. Governor Robertson stated that he would disapprove on the ground that he found no positive factors other than the wishes of the parties. Chl the adverse side, one alternative source of banking services would be eliminated and Fifth Third Union Trust already had branches in the Saint Bernard area. Governor Shepardson stated that he agreed with Governor Mills. It teemed to him that the statutory factors were offsetting. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis There was -18- 7/26/63 not much to be gained, neither would there be much loss of competition. Many alternative banking services were available in the area. impressed with the changing nature of the community. He was While Citizens Bank might be reasonably prosperous at this time, its prospects were not particularly encouraging. He could see why the management of the bank might want to sell now while the bank was in good shape rather than after it had gone through a period of attrition. He felt that the wishes Of the owners deserved consideration. Governor Balderston said that he would approve. He felt that the Division had made a valid point as to the changing nature of the community. While he disliked to see an independent bank lost to the community, he did not see why the owners must be made to continue in business. Chairman Martin indicated that while it was a close case, he Vould vote to approve. The application of Fifth Third Union Trust Company was thereupon i2kE2y2q, Governor Robertson dissenting. 2 It was understood that the Legal Division would draft an appropriate order and statement for the Board's consideration reflecting this decision, and that a dissenting statement by Governor Robertson also would be prepared. Mr. Hricko then withdrew from the meeting. Application of Bankers Trust Company Items 9 10 and 11). There 1184 been distributed for the Board's consideration drafts of an order and http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 24'1? 7/26/63 -19- statement reflecting the Board's approval on July 23, 1963, of the application of Bankers Trust Company, New York, New York, to acquire the assets and assume the liabilities of The First National Bank of Farmingdale, Farmingdale, New York. A dissenting statement by Governor Robertson had also been distributed. After discussion, the issuance of the order and statement was authorized. 2...Land 10 Copies of these documents, as issued, are attached as Items The dissenting statement by Governor Robertson is attached as Item No. 11. The meeting then adjourned. Secretary's Note: Governor Shepardson today approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Boston (attached Item No. 12) 4PProving the appointment of Frank Michael Hillery as examiner. Memorandum from Mr. Hackley, General Counsel, recommending that the 80ard authorize the holding of a Conference of Federal Reserve Bank Counsel on October 10 and 11, 1963, the program to include a dinner on the evening of October 10. Memoranda from appropriate individuals concerned recommending the rollawing actions relating to the Board's staff: 1.-i2Afl.tx_Insmaa2 Richard S. Landry, Assistant to the Secretary, Office of the SeorerY, from $9,790 to $11,150 per annum, effective August 4, 1963. re s Florence R. Cox, from the position of Secretary in the Division Research and Statistics to the position of Secretary in the Board 2 1 embers' Offices, with an increase in basic annual salary from $6,225 60 $6,650, effective August 4, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2471 7/26/63 -20- Transfers (continued) Jaclene Therese Masterson, from the position of Stenographer in the Legal Division to the position of Secretary in the Division of Research and Statistics, with an increase in basic annual salary from $4,390 to $4,725, effective August 12, 1963. Leave without pay Enid J. Halota, Secretary in the Office of the Secretary, for the period August 18 through August 30, 1963. 6.22eptance of resignation Sandra B. Malone, Stenographer, Legal Division, effective August 16, 1963. et Secre http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 1 7/26/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963 3°ard of Directors, ! 4oUrid City Trust Company, St, Louis, Missouri. Gentlemen : The Federal Reserve Bank of St. Louis has forwarded to the Board G President Chleboun's letter dated July 1, 1963, together with overnors the 14 accompanying resolution, signifying your intention to withdraw from 24bership in the Federal Reserve System and requesting waiver of the six""Jrths, notice of such withdrawal. Of The Board of Governors waives the requirement of six-months' e of withdrawal. Under the provisions of Section 208.10(c) of the cl's Regulation H, your institution may accomplish termination of its t,',uership at any time within eight months from the date that notice of 1.,"eci6ent10n to withdraw from membership was given. Upon surrender to the yo eral Reserve Bank of St. Louis of the Federal Reserve stock issued to cancelled and appropriate refund will be institution, such stock will be made thereon. the It is requested that the certificate of membership be returned to Federal Reserve Bank of St. Louis. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 2 7/26/63 WASHINGTON 25. D. C. ADORERS orriciAL CORRESPONDENCE TO THE EIOARO July 26, 1963 Board of Directors, The Chase Manhattan Bank, New York, New York. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by The Chase Manhattan Bank, New York, New York, of a branch at 486 Neptune Avenue, Brooklyn, New York, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (s-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. 3 7/26/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963 Board of Directors, Manufacturers Hanover Trust Company, New York, New York. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch at 510 Third Avenue, Borough of Manhattan, New York, New York, by Manufacturers Hanover Trust Company, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (s-1846), should be followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No..;444';*, 7/26/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963 Board of Directors, Union County Trust Company, Elizabeth, New Jersey. Gentlemen: al Reserve The Board of Governors of the Feder h at the a branc of ent lishm estab System approves the ts South Stree and e Avenu southwest corner of Rahway ny, Trust y Compa Count Union Elizabeth, New Jersey, by from one n year withi d lishe estab provided the branch is the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. stated that the Board also (The letter to the Reserve Bank of the period allowed to had approved a six-month extension extension should be an if establish the branch; and that the Board's letter in ribed requested, the procedure presc followed.) be d shoul of November 9, 1962 (s-1846), http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis Item No. 5 BOARD OF GOVERNORS 7/26/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963 Board of Directors, United California Bank, Los Angeles, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch by United California Bank, Los Angeles, California, in the vicinity of Palos Verdes Boulevard and Pacific Coast Highway, Redondo Beach, California, provided the branch is established within six months from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. stated that the Board (The letter to the Reserve Bank extension of the period also had approved a six-month and that if an extension allayed to establish the branch; procedure prescribed in the should be requested, the 1962 (5-1846), should be Board's letter of November 9, followed.) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. 6 OF THE 7/26/63 FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963 CONFIDENTIAL (FR) Mr. Alfred Hayes, President, Federal Reserve Bank of New York, New York 45, New York. Dear Mr. Hayes: In view of the circumstances outlined in your letter of July 12, 1963, the Board of Governors interposes no objection to the retention of Mr. Robert G. Rouse in active service by the Federal Reserve Bank of New York for the period October 1, 1963 through September 30, 1964. The Board approves the payment of salary to Mr. Rouse as Vice President and Senior Adviser at the rate of $37,500 per annum, for the period October 1 through December 31$ 1963. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 24'r BOARD OF GOVERNORS Item No. 7 7/26/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. AOORtSS OffIGIAL OORRESPONOIINCIL TO THIC SOAR° July 26 1963 CONFIDENTIAL (FR) Mr. Alfred Hayes, President, Federal Reserve Bank of New York, New York 45, New York, Dear Mr. Hayes: The Board of Governors approves the payment of salaries to the following officers of the Federal Reserve Bank of New York for the Period of July 1 through December 31, 1963, at the rates indicated, Which are the rates fixed by your Board of Directors as reported in Your letter of June 28: Name William H. Braun, Jr. Frank W. Schiff Title Annual Salary Assistant Vice President Assistant Vice President $21,000 19,000 The Board also approves the payment of salary at the rate (:)f $15,500 per annum to Bruce K. MacLaurY as an officer to the Bank, With the title of Manager, effective July 11 through December 31, 1963, The Board has noted the reference in your letter regarding the reassignment of Francis H. Schott, Manager, and the forthcoming extended absence of Robert Lindsay, Senior Economist. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis BOARD OF GOVERNORS Item No. OF THE 8 63 7/26/ FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD July 26, 1963. Mr. Kenton R. Cravens, Chairman of the Board, Mercantile Trust Company, St. Louis 66, Missouri. Dear Mr. Cravens: Thank you for your letter of July 12, enclosing a picture copy of the affidavit which Mississippi Valley. Company filed with the Secretary of State of Missouri on or about June 14, 1963, in comPliance with a requirement of the Missouri statutes. In your letter of June 21, 1963, you stated that Mercantile Trust Company was accelerating its review of operations in the light °f the Board's position with respect to the application to this situation of section 9 of the Federal Reserve Act and section 5155 of he Revised Statutes, relating to branch operations, discussed in the ;:tard's letter to you dated June 20. You expressed the hope that the tank would be in a position to advise the Board further, with respect '3 this matter, before the end of June. In the circumstances, the Board requests that it be informed regarding the steps that have been taken in this connection and e additional steps that are planned, with an indication of the 4PProximate schedule. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary, http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2480 Item No. 9 7/26/63 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of BANKERS TRUST COMPANY for approval of acquisition of assets of The First National Bank of Farmingdale .10 ORDER APPROVING ACQUISITION OF BANK'S ASSETS There has come before the Board of Governors, pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), an application by Bankers Trust Company, New York, New York, a member bank of the Federal Reserve System, for the Board's prior approval of its acquisition of the assets and assumption of the deposit liabilities of The First National Bank of Farmingdale, Farmingdale, New York, and, as an incident thereto, Bankers Trust Company has applied, under section 9 of the Pederal Reserve Act, for the Board's prior approval of the establishment by that bank of a branch at the present location of The First Wational Bank of Farmingdale. Notice of the proposed acquisition of assets and assumption of deposit liabilities, in form approved by the Board of Governors, has been published pursuant to said Bank Mer3er Act. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2481 -2- Upon consideration of all relevant material in the light Of the factors set forth in said Act, including those reports on competitive factors furnished under the provisions of the Bank tierger Act of .1960. IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said applications be and hereby are aPproved, provided that said acquisition of assets and assumption of deposit liabilities and establishment of a branch shall not be consummated (a) within seven calendar days after the date of this Order, Or (b) later than three months after said date. Dated at Washington, D. C., this 26th day of July, 1963. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Mills, and Shepardson. Voting against this action: Absent and not voting: Governor Robertson. Governors King and Mitchell. (Signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL) http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 4( Item No. 10 7/26/63 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY BANKERS TRUST COMPANY FOR APPRO7AL OF ACQUISITION OF ASSETS OF THE FIRST NATIONAL BANK OF FARMINGDALE STATE,LFiNT Bankers Trust Company, New York, New York ("Bankers"), with deposits of 3,303 million*, has applied, pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for the Board's prior approval of its 4cquisition of the assets and assumption of the deposit liabilities of The First National Bank of Farmingdale, Farmingdale, New York ("First ngdalen), with deposits of $33 million* . Incident to the appli42tion, Bankers has also applied under section 9 of the Federal Reserve Act for the Board's prior approval of the establishment of a branch at the location of the office of First Farmingdale, increasing the number or Bankers, presently operating domestic offices from 55 to 56, and 1)1'°111-ding its first office in the suburban area which includes Nassau CollntY. Under the law, the Board is required to consider, as to each cir the banks involved, (1) its financial history and condition, (2) the 4clequacY of its capital structure, (3) its future earnings prospects, anitP°Bit figures are as of December 28, 1962. Deposit figures for els8 exclude its London, England branches. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 248:i —2-(4) the general character of its management, (5) whether its corporate Powers are consistent with the purposes of 12 U.S.C., Ch. 16 (the Pederal Deposit Insurance Act), (6) the convenience and needs of the community to be served, and (7) the effect of the transaction on competition (including any tendency toward monopoly). The Board may not approve the transaction unless, after considering all these factors, it finds the transaction to be in the public interest. Banking factors. - Both Bankers and First Farmingdale have satisfactory financial histories. The financial condition of First Farmingdale is sound, and its capital structure is adequate. Earnings have been good. However, deposits have grown at a rate markedly less than that of its competitors. During the past ten years, for example, clePosits of the other banking facility located in Farmingdale proper have increased two and a half times as much as those of First Farmingdale. Although m all of its competitors operate branch facilities, no effort has been made to expand into branch locations. Lending policies have been illiaggressive. A potentially serious management situation has developed 4 result of the bank's failure to secure and train a successor to the president of the bank, who although vigorous and capable, is now in his seventy-eighth year. At the end of 1962, Bankers was the ninth largest bank in the 'Jed States and the sixth in New York City. With a sound financial ' 10n, favorable earnins prospects, adequate capital structure, arld c ompetent management, it would be affected only slightly if at all 14 th ese respects by consummation of the proposed acquisition. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 24H4 Nothing indicates that the corporate powers of the banks now are, or after the proposed transaction would be, inconsistent with 12 U.S.C., Ch. 16. Convenience and needs of the communities. - The proposed acquisition will have no discernible effect on the convenience and needs Of New York City. First Farmingdale serves an area which includes the incorporated 'village of Farmingdale proper, located in the county of Nassau on the Ilassau-Suffolk county line, and the surrounding unincorporated areas Of Bethpage, Old Bethpage, Plainedge, parts of North Massepequa and Plainview, South Farmingdale, East Farmingdale, and the southern part Melville. The population of the area served by the bank has been increasing rapidly, in line with recent growth in the two counties, and 18 probably well above 65,000. There are some 24 fairly large industrial e°ncerns in the area, including a plant of the Grumman Aircraft Engineering Corporation in Bethpage, and of the Republic Aviation Corporation in East Farmingdale. About 32,600 persons are employed in the area. A good deal of vacant land properly zoned and suitably located l'erTlains available for both industrial and residential development, so that continued growth can be anticipated over a period of some years to even though Farmingdale proper has been fairly well built up. Iletall trade in the area has undergone a drastic transformation from "111 stores and service shops located along the main streets of the http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 248;3 -4sections. communities to modern shopping centers located in outlying There are now three medium-sized shopping centers in the area, and a fourth is under construction. The ordinary loan limit of First Farmingdale is $186,000 (ten per cent of its capital and surplus), a factor which restricts its lending activities, in effect, to residential mortgages and consumer loansl and in the business and commercial field, to smaller loans or participations 14 larger ones. Even in these categories, the activities of the bank have been limited. It does not offer such services as field warehousing, fl°or planning, and accounts receivable loans, nor does it attempt to °l'iginate larger construction loans for participation with its corresDc,ndent banks. Consumer instalment raper represents only 6.5 per cent °f its loan portfolio, and its rates appear to be somewhat higher than those of its local competitors. It makes no instalment loans on appli- ances, nor does it purchase automobile dealer paper. While it has been Cl'anted trust powers, it does not seek to exercise them. A full range °r banking services is available in the area from local offices of six tanks, ranging in size from the Long Island National Bank, of Hicksville, l ith deposits of about $74 million, to First National City Bank, of ' Ilew York, with deposits of about the ,331 million. However, approval of application will replace one of the only two banking offices located l armingdale proper, which holds 31 per cent of all deposits in banking ' Offices .11 i the service area,* with an office of a bank equipped to provide suited to the growth which can be foreseen, both immediately 4 " in the long run. The area from http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis which First Farmingdale draws 75 per cent of its deposits. ' g 4(94It) ) 5- Competition. - Bankers' nearest office to First Farmingdale is located 19.2 miles to the northwest in the Little Neck section of Queens County. Both Grumman Aircraft and Republic Aviation have sub- stantial loans and deposit accounts with Bankers, but these accounts are of a size far beyond the range of First Farmingdale, and both firms maintain payroll accounts with the latter bank. About 30 customers had accounts at both banks, and the rather minimal amount of business of Bankers other than the two accounts mentioned which originates in the l'armingdale area, as well as of First Farmingdale which originates in Ne4 York City, appears to be due to commuters who prefer to bank near their place of business rather than near their homes. Indeed, very little real competition, either present or potential, can be said to °2cist between the two banks. In the Farmingdale area, the acquisition can be expected to quicken existing competition. First Farmingdale, while well entrenched, has been a somewhat passive competitor. The remaining banks with °ffices in the service area, the smallest of which is more than twice 48 size, can well withstand the onslaught of more vigorous competiAnd the "service area" concept itself may be misleading in a settled portion of suburbia of the sort involved here. The mo bility of the typical resident, as well as the fact that similar 84PPing facilities are offered every few miles, tends to place banking offices in competition with one another over a somewhat wider l'ange than would be the case in a city or in a sparsely settled http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2487 -6- region. for As a result, the substitution of an office of Bankers boundaries First Farmingdale may stimulate competition well beyond the Within which the latter has functioned heretofore. a Nor is it believed that the acquisition will give Bankers commanding position in the community. While the immediate result will be to place the new office of Bankers in possession of 31 per cent of the deposits of offices in the "service area" so-called, those or depositors who have remained with First Farmingdale out of loyalty local pride will now feel free to move their accounts elsewhere. Moreover, the merger of the two banks will remove statutory "home additional bank ° fice protection" from Farmingdale proper, so that branches may be established there. Summar l of the and conclusion. - The effect of approva Farmingdale area will, if Proposed transaction on competition in the ion problem anything, be encouraging, and a serious management success Will be averted. improved. Services in Farmingdale proper will be proposed merger would Accordingly, the Board finds that the b° in the public interest. July 26, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 0)1 Q(„! Item No. 7/26/63 DISSENTING STATEMENT OF GOVERNOR ROBERTSON I agree that in the present case little or no immediate competition will be lost as a result of the proposed merger. Certainly, if a merger is the proper solution for the management problem of Pirst Farmingdale (as noted later, I do not think it is), then merger with a bank, even though a large one, that is not already operating in the area is much to be preferred to mer3er with one of the larger banks already competing there. However, the merger would terminate the existence of a sound and prosperous $33 million bank. The number °f mailer banks in Nassau County has diminished markedly in recent Years, as more and more are absorbed by the large Long Island banks and by the great metropolitan institutions of New York City as they extend their branch systems into the suburban counties. There is no evidence in the record that substantial advantages to the public would result from replacing the independent Farmingdale bank with a branch of a large New York City bank. There is a steady tendency for banking in the suburban counties to the north and east of Ilew York City to fall more and more into the hands of a relatively few ainnt institutions. If proposals like that now before the Board continue t° receive its approval, it is difficult to see any logically defensible the New York metropolitan stc"PPing point short of a situation in which 'ee 4 be served almost solely by institutions that measure their 1.eso1rces in billions of dollars. that direction. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis In fact, we are steadily moving in -2- In my judgment, the public interest would be better served by the preservation of a broad range of banks of various sorts and sizes, each serving needs which it is peculiarly adapted to meet. In some circumstances it might be prejudicial to a community if one of its banks were "conservative", "passive", "unaggressive" (descriptive words used in the majority decision), but in the relevant area of Nassau County there is an ample number of larger banks, all of them vigorously progressive, and the $33 million of deposits in st Farmingdale represents a substantial vote of preference for a quieter, more old-fashioned type of banking service. It is neither essential nor desirable that all banks be forever dashing aggressively to enter new fields, provide additional services, and increase their earnings. The absence of such an attitude is not, by itself, justifica- ti°n for the approval of a proposal to terminate the independent existence c) or an institution that has sought to walk rather than run in its quest Some people prefer slower, more conservative progress. business. Lastly, as far as management succession is concerned, a P1:0fitable bank with $33 million of resources should be able to obtain, and adequately compensate, new or additional executives, if and when a need exists. Approving an application to merge for this reason puts a Premium on failure to provide management succession. Supervisory authorities should put a premium on the opposite course. For these reasons, I would deny the application. JUly 26, 1963. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis 2(1 BOARD OF GOVERNORS Item No. 12 7/26/63 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. ADDRESS arriciAL CORREBPONDENCE TO THIE BOARD July 26, 1963 CONFIDENTIAL (FR) Mr. Luther M. Hoyle, Jr., Vice President, Pederal Reserve Bank of Boston, Boston 6, Massachusetts. tear Mr. Hoyle: In accordance with the request contained in your letter °f July 18, 1963, the Board approves the appointment of Frank Michael 2illery, at present an assistant examiner, as an examiner for the rederal Reserve Bank of Boston. Please advise the salary rate and the effective date of the appointment. It is noted that Mr. Hillery is indebted to City Bank and Trust Company, Boston, Massachusetts, a nonmember bank. It is underof course, that he will not participate in any examination of stt°"' hat bank until his indebtedness has been liquidated. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. http://fraser.stlouisfed.org Federal Reserve Bank of St. Louis