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Minutes for To: Members of the Board From: Office of the Secretary July 27. 1965 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. Chin. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane Goy. Maisel • Minutes of the Board of Governors of the Federal Reserve System on Tuesday, July 27, 1965. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Robertson Daane Maisel Sherman, Secretary Molony, Assistant to the Board Fauver, Assistant to the Board Hackley, General Counsel Solomon, Director, Division of Examinations Spencer, General Assistant, Office of the Secretary Mr. Young, Senior Attorney, Legal Division Mr. Mr. Mr. Mr. Mr. Mr. Circulated or distributed 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 Fidelity Bank and Trust Company, Houston, Texas, approving the establishment of a branch in the Humble Oil & Refining Company Building. 1 Letter to the Federal Reserve Bank of Kansas City waiving the assessment of a penalty incurred by Lawrence National Bank, Lawrence, Kansas, because Of a deficiency in its required reserves. 2 Letter to The Kentucky Trust Company, Louisville, Kentucky, granting its request for permission to maintain reduced reserves. 3 Letter to Commercial Trust and Savings Bank, Mitchell, South Dakota, approving the establishment of a branch at 619 South Sanborn Street. 4 Application of State-Planters Bank (Items 5-8). Pursuant to the decision at the meeting on July 12, 1965, there had been distributed t%)1 7/27/65 -2- a proposed order and statement reflecting approval of the application of state-Planters Bank of Commerce and Trusts, Richmond, Virginia, to merge with The Tr -County Bank, Mechanicsville, Virginia. Also dis- tributed were the dissenting statements of Governor Robertson and Governors Mitchell and Maisel. Following discussion during which certain changes in the wording of the majority statement were agreed upon, the issuance of the order and statement was authorized. Copies of the order and state- ment, the dissenting statement of Governor Robertson, and the dissenting statement of Governors Mitchell and Maisel, in the form issued, are attached as Items 5-8. Bank holding company and merger applications. Governor Daane noted that there was circulating among the members of the Board for their information a copy of a letter that had been sent on July 20, 1965, to Chairman Robertson of the Senate Banking and Currency Committee in response to a request for certain information regarding the length of time involved in processing and acting on bank holding company and merger applications. Attached to the letter was a listing of applica- tions that had been acted on by the Board during the period January 1, 1964, to July 20, 1965. Governor Daane expressed some concern over the time lag shown between receipt by the members of the Board of staff memoranda relating to such applications and the date on which the Board's order on the -3- 7/27/65 application was issued. In a number of cases in the listing provided Chairman Robertson, as much as two months had elapsed between the time the staff memorandum first reached the Board members and the applicant was notified of the Board's decision. Governor Daane felt that such a time lapse placed the Board in a rather poor light and raised questions as to its administrative procedures. In the general discussion that followed it was brought out that the listing had not specifically reflected the fact that there were involved in the processing of applications certain aspects that occasionally resulted in a time lag between Board consideration of an application and notification to the applicant of the Board's decision. For example, after consideration by the Board of an application a certain amount of time was needed for the preparation of a statement to reflect the Board's decision, which statement, once drafted, was then considered by the Board and its issuance authorized. At the conclusion of further discussion, it was generally agreed that there were certain problem areas in the processing of applications Where some improvements might be effectuated, and it was understood in this connection that the staff would bear in mind the Board's desire that all applications be handled expeditiously. The meeting then adjourned. Secretary BOARD OF GOVERNORS Item No. 7/27/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20351 AOORESIO orriciAL comne5pop4oENce TO THE •OARO July 27, 1965 Board of Directors, Fidelity Bank and Trust Company, Houston, Texas. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Fidelity Bank and Trust Company, Houston, Texas, of a branch in the Humble Oil & Refining Company Building, located on Milam Avenue between Bell and Leeland Avenues, Houston, Texas, provided the branch is established within six months from the date of this letter. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, 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.) BOARD OF GOVERNORS Item No. 2 7/27/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orricIAL CORRESPONDENCE TO THE BOARD July 27, 1965 Mr. John T. Boysen, Vice President, Federal Reserve Bank of Kansas City, Kansas City, Missouri 64106. Dear Mr. Boysen: This refers to your letter the penalty of $1,476.00 incurred by Lawrence, Kansas, on a deficiency in the computation period ended July 7, of July 13, 1965, regarding the Lawrence National Bank, its reserve account for 1965. It is noted that (1) the deficiency resulted from a by an employee who was providing vacation relief error clerical for the regular bookkeeper, and (2) with the exception of one small deficiency, the bank has not had any other deficiencies over the past four years. In the circumstances, the Board authorizes your Bank to waive the assessment of the penalty of $1,476.00 for the period ended July 7, 1965. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary BOARD OF GOVERNORS Item No. 3 7/27/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ACCIFICIIII OFFICIAL CO*ACUPONOENCE TO THE 1110/1010 July 27, 1965 Board of Directors, The Kentucky Trust Company, Louisville, Kentucky. Gentlemen: With reference to your request submitted through the Federal Reserve Bank of St. Louis, the Board of Governors, acting under the provisions of Section 19 of the Federal Reserve Act, grants permission to The Kentucky Trust Company to maintain the same reserves against deposits as are required to be maintained by nonreserve city banks, effective with the first biweekly reserve computation period beginning after the date of this letter. Your attention is called to the fact that such permission is subject to revocation by the Board of Governors. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. BOARD OF GOVERNORS Item No. 4 7/27/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 A0011111M1 orriotAL OONRCIIPONDIENCIC TO THIC 1110ARD July 27, 1965 Board of Directors, Commercial Trust and Savings Bank, Mitchell, South Dakota. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Commercial Trust and Savings Bank, Mitchell, South Dakota, of a branch at 619 South Sanborn Street, Mitchell, South Dakota, provided the branch is established within six months from the date of this letter. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) Item No. 5 7/27/65 UNITED STATES OF AMERICA E SYSTEM BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERV WASHINGTON, D.C. In the Matter of the Application of 1 STATE PLANTERS BANK OF COMMERCE AND TRUSTS` !c3r approval of merger with 4he Tri-County Bank ORDER APPROVING MERGER OF BANKS pursuant to the There has come before the Board of Governors, 4nk Merger Act of 1960 (12 U.S.C. 1828(c)), an application by State.1)1-enters Bank of Commerce and Trusts, Richmond, Virginia, a State member prior approval of the bank Of the Federal Reserve System, for the Board's Illerger of that bank and The Tri-County Bank, Mechanicsville, Virginia, linder the charter and title of the former. As an incident to the merger, he four offices of The Tri-County Bank would become branches of the tesulting bank. by the Notice of the proposed merger, in form approved lac3a d, has been published pursuant to said Act. the light of the Upon consideration of all relevant material in 4eters set forth in said Act, including reports furnished by the Comptroller cl the Currency, the Federal Deposit Insurance Corporation, and the -2- Attorney General on the competitive factors involved in the proposed tlerger, IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said application be and hereby is approved, Provided that said merger shall not be consummated (a) within seven calendar days after the date of this Order or (b) later than three months alter said date. Dated at Uashington, D. C., this 27th day of July, 1965. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Shepardson, and Daane. Voting against this action: Mitchell, and Maisel. Governors Robertson, (Signed) Merritt Sherman Merritt Sherman, Secretary. Item No. 6 7/27/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY STATE-PLANTERS BANK OF COMMERCE AND TRUSTS FOR APPROVAL OF MERGER WITH THE TRI-COUNTY BANK STATEMENT State-Planters Bank of Commerce and Trusts, Richmond, Virginia 'S tate-Planters"), with total deposits of $295 million, has applied, Pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for the d's prior approval of the merger of that bank and The Tr -County Ile 811111c) Mechanicsville, Virginia ("Tr -County"), which has total deposits 1/ . °f $11 million.— The banks would merge under the charter and title of Sr4te-planters, a member of the Federal Reserve System. the Incident to merger, the four offices of Tr -County would become branches of the resulting bank, increasing to 24 the offices of that bank. Under the law, the Board is required to consider, as to each Of the banks involved, (1) its financial history and condition, (2) the 44quacy of its capital structure, (3) its future earnings prospects, (4) the general character of its management, (5) whether its corporate powers 4re consistent with the purposes of 12 U.S.C., Ch. 16 (the Federal Deposit Insurance Act), (6) the convenience and needs of the community to be ePosit figures are as of December 31, 1964. -2- served, and (7) the effect of the transaction on competition (including anY tendency toward monopoly). The Board may not approve the proposed merger unless, after considering all of these factors, it finds the transaction to be in the public interest. Banking, factors. - The financial history and the asset condition of State-Planters and Tr -County are satisfactory. State- 11-anters' capital structure is adequate, its earnings prospects are favorable and its management is capable. Consummation of the proposal would provide a basis for proved earnings for what has been Tr -County, the earnings of which have been considerably below the average for banks of comparable size in the district; it would strengthen the management of Tr -County Bank; and it would remedy Tri-County's capital position, which is below a desirable level. The resulting bank, which would be under the management of State-Planters, would have a satisfactory asset condition, an adequate earlital structure, and favorable earnings prospects. Neither the corporate powers of the two existing banks, nor those of the resulting bank, are, or would be, inconsistent with the Attrp oses of 12 U.S.C., Ch. 16. Convenience and needs of the communities. - State-Planters °Derates its main office and nine branches in the City of Richmond, fo ur branches in adjoining Henrico County, and five branches and a "ity about 25 miles to the south of Richmond in the Petersburg11(3Pel4e11 area. -3- In Hanover County to the north of Richmond are Tr -County's nlain office at Mechanicsville and the bank's three branches at Doswell, Hanover, and Beaverdam. Mechanicsville is seven miles and the other three municipalities are from 15 to 30 miles from downtown Richmond. Effectuation of the proposal would affect primarily the banking needs and convenience in Hanover County. Mechanicsville is a suburb of Richmond and the center of ae.veral new housing developments. The small municipalities in which '41-County's branches are located are dependent for economic support 14rg.ely from agricultural pursuits, although lumbering or wood Processing and quarrying are also important. Many of the residents () Hanover County commute to employment in Richmond. Since October 1963, Hanover County has been part of the Ilichmond Standard Metropolitan Statistical Area ("RSMSA"). This is indicative of the growth and development that is occurring in the eQunty, luring The population of the area now comprising RSMSA increased the decade ending in 1960 by 25 per cent, as did the population °f Hanover County. However, by mid -1964, the estimated population of the County was 31,400, which represented an increase since 1960 of °Iler 30 per cent. Hanover County is traversed by important highways, including the new Interstate Route 95, connecting Richmond and the Washington, 'C., area. 1)1 Several businesses have recently expanded or are in 0s3 of establishing or expanding plants in Hanover County, and 2478 many requests to rezone land for industrial use are being processed by the appropriate authority. Tri-County's relatively low lending limit of about $79,000 has been a restricting factor on its ability to serve credit needs in Hanover County. On several occasions, for example, Tr -County has had to partici Pate or place elsewhere portions of loans that exceeded its loan limit, time to while other such loans to businesses in Hanover County have from time been granted directly by larger banks in the Richmond area. In addition to an increased lending limit of over $2 million, now consummation of the proposal would make available at the offices offered by °Perated by Tr -County the broad array of banking services State-Planters, including trust appointments, construction financing, loans, dealer and accounts receivable financing, small business term lock-box collection facilities, and loans for working capital and equipment purchases to professional people. ble While offices of large Richmond banks are within reasona proposal driving distances of Tr -County offices, effectuation of the would bring to the Hanover County banking offices now operated by Tr County, aggressive and more forward-looking management policies. This, accessibility together with the resultant increase in lending limits and positive of broader banking services at those offices, would make a more contribution towards providing in the County financial facilities in keeping with the expansion and growth in progress in the area. -5- Competition. - The service area'— of State-Planters comprises the City of Richmond, Henrico County, and the Petersburg-Hopewell area, while the service area of Tr -County is Hanover County. seven miles The nearest offices of the two banks are about interapart, and offices of other commercial banks are located in the vening area. two A close correspondent relationship exists between the of loans banks, and substantial differences exist between the classes and deposits of the two institutions. banks that The existing competition between the participating would be eliminated by consummation of the proposal is not significant. the Under State law, neither bank can establish de novo branches in Other's service area, since the City of Richmond and Hanover County are not contiguous. Virginia State-Planters, the third largest commercial bank in and the second largest in the Richmond area, is a subsidiary of United bank holding Virginia Bankshares, Incorporated, the largest registered company in the State. of total deposits If the proposal were effectuated, the shares ry banks cf the commercial banks in the State held by all of the subsidia per cent), and (3f United Virginia Bankshares, Incorporated (less than 12 increased by only by State-Planters (less than 7 per cent) would be nominal amounts, and State-Planters' share of total deposits of all commercial banks in the service area of the resulting bank would be increased by about 1 per cent to 30 per cent. or more of its deposits That area from which a bank obtains 75 per cent °E individuals, partnerships, and corporations. Tri-County's share of the total deposits of the three commercial banks with offices in Hanover County is less than 40 per cent. First and ial bank-Merchants National Bank of Richmond--the State's largest commerc bolds over 33 per cent of the deposits in the County at its branches at respectively). Ashland and Montpelier (16 and 22 miles to the north of Richmond, The Hanover National Bank of Ashland holds over 27 per cent of such deposits. In the section of Henrico County bordering on the southern portion of the Hanover County are the offices of several banks, one of which is Mechanicsville Pike branch of The Bank of Virginia, the fifth largest bank in the State, two miles from Tr -County's main office. tion Consummation of the proposal would provide increased competi in Hanover County for First and Merchants National Bank of Richmond, State?lanters established principal competition. Hanover National Bank is well in the County, and is competing successfully with the Ashland branch of First and Merchants. The proposal, if consummated, would not appear to as an affect adversely the ability of Hanover National Bank to continue effective competitor in the County; nor would it appear that any other bank would be adversely affected. of StateSummary and conclusion. - The substitution of branches of planters for the offices of Tr -County would not increase concentration tion banking resources by more than a minimal amount, and the existing competi that would be eliminated is not significant. At the same time, it would bility to expanded Ptovide increased banking accommodations and accessi the banking services, under aggressive management, more consonant with rapid development and growth of Hanover County, now barred to de novo ranching by Richmond banks. On balance, the weight of the various considerations in this case is favorable. Accordingly, the Board finds that the proposed merger would be in the public interest. .July 270 1965: 42 Item No. 7 7/27/65 DISSENTING STATEMENT OF GOVERNOR ROBERTSON bank I can see little excuse for permitting the second largest in Richmond to substitute four of its branches for the four offices of The banks now Tr -County Bank, thus eliminating one of the two independent Richmond, and operating in Hanover County, in the suburban periphery of of two compelling the only remaining small bank to compete with branches tanch larger banks instead of only one. applicant The present and potential future competition between the and The Tri-County Bank obviously will be eliminated, which - under the statute - must be considered an adverse factor. This adverse factor is not offset by the banking convenience and needs factor. Evidence has not been submitted that even suggests that convenient banking services for Hanover County are not now being suPPlied or will not be in the future. Those few businesses whose credit tequirements may exceed the capacity of The Tr -County Bank now have convenient access to offices of some of the largest banks in the State. The applicant itself has a branch office located only seven miles from The Tr -County Bank's head office and is in a position to readily extend its services within Hanover County. The Tr -County Bank is a small, strong, independent institution. Its growth in the past ten years has been excellent. Over this period its POs its have increased by 160 per cent and its loans by 270 per cent. With f°11r offices strategically distributed, it is providing and can continue to people provide the type of banking services evidently preferred by many M -2- in the county. far greater than Its growth, percentage-wise, has been has not as yet experienced a that of the population of an area which minantly agricultural economy. fundamental change in its predo While there provide management succession and is some need for The Tr -County Bank to meeting of these needs should not to strengthen its capital structure, the for a bank located so near a large Present a serious problem - especially metropolitan area deprive the public of the The consummation of this merger will , viable, independent bank, facilities and services of a small, local interest. In addition, the Which in itself is contrary to the public es under control of the largest merger will bring four more banking offic thus furthering the trend bank holding company in the Stqte of Virginia, in holding companies. toward concentration of banking resources This gh mergers by holding concentration is being accomplished largely throu positions to pay fat premiums company controlled banks which are in banks cannot be expected to resist. Which the shareholders of the acquired has, by this route, acquired Over the past ten years this very applicant with total deposits representing eight banking offices and two facilities the end of 1964. ever 16 per cent of its deposit volume as of It now in the Richmond -Petersburg-Hopewell holds 29 per cent of the total deposits and other mergers, that area now finds service area. A3 a result of these banking resources concentrated in only itself with over 60 per cent of its d be avoided. two banks, and further concen'zraticn shoul I would deny the application. 27, 1965. Item No, 7/27/65 DISSENTING STATEMENT OF GOVERNOR MITCHELL AND GOVERNOR MAISEL We concur in the dissent of Governor Robertson except as to his strictures on the size and growth of the holding company in the State of Virginia. While we believe United Virginia Bankshares, Incorporated, through State-Planters is as dominant in the Richmond metropolitan area as it should be permitted to become via mergers, we see no effects hcstile to the public interest to permitting the holding company access to banking markets in Virginia it does not now serve--quite to the contrary. State-wide biking is permitted in Virginia and under this policy we believe the benefits of competition are most likely to be achieved if the larger banks and holding companies have moderate positions in several communicies rather than a dominant role in a few. July 27, 1965.