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Minutes for To: Members of the Board From: Office of the Secretary March 12, 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. Chm. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane Minutes of the Board of Governors of the Federal Reserve System on Friday, March 12, 1965. The Board met in the Board Room at 9:30 a.m. PRESENT: Mr. Mr. Mr. Mr. Robertson, Acting Chairman Shepardson Mitchell Daane Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Young, Adviser to the Board and Director, Division of International Finance Mr. Noyes, Adviser to the Board Mr. Fauver, Assistant to the Board Mr. Holland, Associate Director, Division of Research and Statistics Mr. Koch, Associate Director, Division of Research and Statistics Mr. Partee, Adviser, Division of Research and Statistics Mr. Solomon, Adviser, Division of Research and Statistics Mr. Sammons, Adviser, Division of International Finance Mr. Katz, Adviser, Division of International Finance General Assistant, Office of the Spencer, Mr. Secretary Mr. Axilrod, Chief, Government Finance Section, Division of Research and Statistics Mr. Eckert, Chief, Banking Section, Division of Research and Statistics Mr. Baker, Economist, Division of International Finance Mr. Furth, Consultant Money market review. There were distributed tables presenting data on interest rates in expansionary periods, the money market, and bank reserve utilization. Mr. Axilrod discussed developments in the Government securities market, following which he commented on interest rate behavior during 3/12/65 -2- expansionary periods, his analysis being related to the distributed tables. Mr. Baker then reported on recent foreign exchange market developments. Following discussion based on the review, all members of the staff except Messrs. Sherman, Kenyon, Fauver, and Spencer withdrew from the meeting and the following entered the room: Hackley, General Counsel Farrell, Director, Division of Bank Operations Solomon, Director, Division of Examinations Johnson, Director, Division of Personnel Administration Hexter, Assistant General Counsel Shay, Assistant General Counsel Daniels, Assistant Director, Division of Bank Operations Mr. Leavitt, Assistant Director, Division of Examinations Messrs. Plotkin and Via, Senior Attorneys, Legal Division Messrs. Egertson and McClintock, Supervisory Review Examiners Division of Examinations Mr. Sidman, Financial Accountant, Securities and Exchange Commission (on loan to the Board) Mr. Mr. Mr. Mr. Mr. Mr. Mr. Discount rates. The establishment without change by the Federal Reserve Banks of Cleveland, Richmond, Atlanta, Chicago, St. Louis, Ilinneapolis, Kansas City, and Dallas on March 11, 1965, 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. Circulated items. at The following items, copies of which are tached to these minutes under the respective item numbers indicated, were a roved unanimously: t 74. 3/12/65 -3Item No. Letter to Piedmont Trust Bank, Martinsville, Virginia, approving the establishment of a branch in Patrick Henry Mall. 1 Letter to Columbus Bank and Trust Company, Columbus, Georgia, approving the establishment of a branch at Buena Vista Road and Tennessee Drive. 2 Letter to Wells Fargo Bank, San Francisco, California, approving the establishment of a branch in Fresno. Letter to Union Bank, Los Angeles, California, approving the establishment of a branch in San Diego. 4 Letter to The Merchants and Farmers Bank, Smithfield, Virginia, approving an investment in bank premises. 5 Letter to Columbus Bank and Trust Company, Columbus, Georgia, approving an investment in bank premises. 6 Letter to Columbus Junction State Bank, Columbus Junction, Iowa, approving an investment in bank premises. 7 Letter to the Federal Deposit Insurance Corporation regarding the application of Dauphin Deposit Trust Company, Harrisburg, Pennsylvania, for continuation of deposit insurance after withdrawal from membership in the Federal Reserve System. 8 Letter to The Citizens Bank and Trust Company, Washington, Indiana, waiving the requirement of six months' notice Of withdrawal from membership in the Federal Reserve System. 9 Letter to the Federal Reserve Bank of Richmond approving appointment of J. H. Wyatt as Federal Reserve Agent's ; e presentative for the sole purpose of custody of Federal eserve notes stored at cash agent banks. 10 Letter to the Federal Reserve Bank of Richmond approving use of an annual rate of 10 per cent for depreciating Lne building at Ninth and Franklin Streets purchased by the Bank in January 1965. 11 Mr. Johnson then withdrew from the meeting. L 3/12/65 -4Report on competitive factors (Boston, Massachusetts). A report to the Comptroller of the Currency on the competitive factors involved in the proposed consolidation of Congress National Bank of Boston, Boston, Massachusetts, and The National Shawmut Bank of Boston, Boston, Massachusetts, was approved unanimously for transmittal to the Comptroller. The conclusion read as follows: The proposed consolidation of Congress National Bank of Boston and The National Shawmut Bank of Boston would have no effect on competition. Report on competitive factors (Valley Falls, Kansas). A report to the Federal Deposit Insurance Corporation on the competitive factors involved in the proposed consolidation of Kendall State Bank, Valley Falls, Kansas, and The Citizens State Bank, Valley Falls, Kansas, was approved unanimously for transmittal to the Corporation. The conclusion read as follows: Kendall State Bank and The Citizens State Bank are the only banks located in Valley Falls, and it appears substantial competition has existed between them. Recently, the president of Kendall State Bank purchased controlling interest in Citizens State Bank. While the competition now existing between the banks is limited, consummation of the transaction would eliminate permanently any potential competition between them should the close relationship be terminated. Application of City Bank and Trust Company (Items 12-14). l'ursuant to the decision reached at the meeting on February 24, 1965, there had been distributed a proposed order and statement reflecting approval of the application of The City Bank and Trust Company, 3/ 12/65 -5- Milwaukee, Wisconsin, to acquire the assets of American State Bank, Milwaukee. (The name of the resulting bank would be American City Bank and Trust Company.) There also had been distributed a dissenting statement by Governor Mitchell with which Governor Robertson concurred. During discussion of the majority statement, certain changes were agreed upon. The changes expanded the summary and conclusion in the direction of emphasizing the benefits to the community seen by the majority in the improved and additional banking services that reportedly would be made available. Subject to the incorporation of the changes agreed upon, the issuance of the order, statement, and dissenting statement was authorized. Copies of the documents, as issued, are attached as Items 12 through 14. Messrs. Shay, Via, Egertson, and McClintock then withdrew from the meeting. Registration statement of Chase Manhattan Bank (Items 15 and 16). There had been distributed a memorandum from the Legal Division dated March 8, 1965, discussing a request by The Chase Manhattan Bank, New York, New York, and by the New York Stock Exchange for acceleration of the effective date for registration of Chase's capital stock on the Exchange. Section 12(d) of the Securities Exchange Act of 1934 provides, 111 effect, that a registration statement filed pursuant to section 12(b) shall become effective 30 days after the receipt of certification from 3/12/65 -6- a national securities exchange that such exchange has approved the securities covered by the registration statement for listing and registration or within such shorter period of time as the Board may determine. A telegram had been received on February 26, 1965, from the New York Stock Exchange stating that the capital stock of Chase Manhattan Bank had been approved for listing and registration. The Legal Division memorandum stated that the staff had reviewed the registration statement filed February 26, 1965, as amended March 4, 1965, and believed that it substantially complied with the disclosure requirements of the Securities Exchange Act and the Board's Regulation F, Securities of Member State Banks. Since fairly adequate financial and other information concerning Chase Manhattan Bank was available to the financial community through its annual reports to stockholders and in various financial reporting services prior to the filing of the registration statement, and a Period of nearly three weeks would have elapsed from the date of filing until the date trading commenced, the staff recommended that the Board grant the request for acceleration. Drafts of an order declaring registration effective immediately, and of a press statement, were attached to the memorandum. Following discussion, the proposed order was approved unanimously, along with issuance of the press statement. Copies of the order and press statement, as issued, are attached as Items 15 and 16 _ 3/12/65 -7Messrs. Hexter, Plotkin, and Sidman then withdrew from the meeting. Cincinnati Branch building. Mr. Farrell reported a telephone call of March 10, 1965, from Chairman Hall and President Hickman of the Federal Reserve Bank of Cleveland with regard to a site for a new Cincinnati Branch building. In a letter of February 25, 1965, to the Cleveland Bank, the Board had expressed the view that a site containing about 58,000 square feet would not provide adequately for future expansion and suggested that consideration be given to the possible acquisition of certain adjacent property. Mr. Farrell noted that the additional property now being considered by the Reserve Bank consisted of two parcels, one of which was Occupied by a four-story building in poor condition, the other parcel was occupied by the Mercantile Library Building, which was in fair condition. In the plans that had been censidered up to this time, neither of the buildings was to have been razed as part of the Redevelopment Program. The City of Cincinnati now proposed to include one of the Properties in the program, and Chairman Hall had stated that the Bank felt the two the for sites afforded the best expansion possibilities. However, One property was to be offered to building and loan associations construction of an office. Neither ChaiLman Hall nor President RickEllan felt that it would be particularly desirable to have a building 3/1 2/65 -8- and loan association as an abutting neighbor to the new Federal Reserve building. While it was believed that the City could be persuaded to give up the building and loan proposal, there would probably be insistence on immediate use of the property. In discussions of this matter, the suggestion had been made that the property might be acquired by the Reserve Bank with the understanding that the Bank would erect on it a building that would be sufficient to house for 10 or 15 years a restaurant that was being displaced by another part of the Redevelopment Program. Chairman Hall and President Hickman had asked for the Board's reaction to such a proposition if the arrangement included a firm provision for terminating the restaurant's lease within 10 or 15 Years at the Reserve Bank's option. At the conclusion of a general discussion of the information Presented by Mr. Farrell, it was understood that the Cleveland Bank Would be advised informally that there was a disinclination on the part of some members of the Board who were present today to regard favorably 4 Proposition whereby a building would be erected on the proposed site for lease, and that it continued to be the view that property should be acquired affording between 75,000 and 95,000 square feet of space. It was also understood that the matter would be considered further by the Board next Monday. Service of staff on Presidents' Conference subcommittees. Fol- 1°wing discussion, it was understood that the Chairman of the Presidents' Co nference would be advised that the Board had no objection to the 3/12/65 -9- continued service of various members of its staff as associates of particular subcommittees of the Conference, but that if any changes in or additions to the present list of associates should be involved, such matters would be taken up by the Board for approval of the proposed designations. The meeting then adjourned. Secretary's Notes: Letters were sent today to First National City Bank, New York, New York, acknowledging receipt of notice of its intent to establish the following foreign branches: (1) an additional branch in Belgium, to be located in Antwerp; (2) an additional branch in the Dominican Republic, to be located in Santo Domingo; and (3) an additional branch in Kuala Lumpur, Malaysia, to be located on Ampang Road. Each of the letters contained the following paragraph: "It is understood, based on a letter dated March 1, 1965, from Mr. Carl W. Desch, Cashier, First National City Bank, that First National City Bank confirms its pledge to cooperate in the voluntary foreign credit restraint program instituted by the Administration and to use every reasonable effort to maintain outstanding credits to foreigners during 1965 at a level not exceeding 5 per cent above the December 31, 1964, outstandings. With respect to the establishment of foreign branches, funds to be invested (whether in the form of allocated capital, advances, and fixed assets and equipment) should be counted as part of the 5 per cent target." Acting in the absence of Governor Shepardson, Governor Robertson approved on behalf of the Board on March 11, 1965, a letter to the Federal Reserve Bank of Minneapolis (attached Item No. 17) approving the appointment of Marvin L. Knoff as assistant examiner. 3/12/65 -10Governor Shepardson today approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Kansas City (attached Item No. 18) approving the appointment of Hugh Gordon Hueftle as assistant examiner. Memorandum from the Division of Examinations dated March 2, 1965, requesting that the Board authorize payment of the cost of a dinner at the Shoreham Hotel on April 21, 1965, in connection with the Conference of General Auditors of the Federal Reserve Banks to be held April 21-23. In this connection Governor Shepardson also approved a list of 49 persons to be invited to the dinner. Memoranda recommending the following actions relating to the Board's staff: 4222intmtat Lovair Dingle as Messenger, Division of Administrative Services, with basic annual salary at the rate of $3,385, effective the date of entrance upon duty. Salar increase Mary Ellen Miller, Stenographer, Division of Examinations, from $4,005 to $4,480 per annum, effective March 14, 1965. Seer ! -35S Item No. 1 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADDRESS orriciAL. CORRCBPONDCHDC TO THE BOARD March 12, 1965 Board of Directors, Piedmont Trust Bank, Martinsville, Virginia. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch by Piedmont Trust Banks, Martinsville, Virginia, in Patrick Henry Mall located at the intersection of East Church Street and Booker Road, Martinsville, Virginia, 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.) M59 Item No. 2 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orricim. CORRESPONDENCE TO THE BOARD March 17, 1965 Board of Directors, Columbus Bank and Trust Company, Columbus, Georgia. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Columbus Bank and Trust Company, Columbus, Georgia, of a branch at the intersection of Buena Vista Road and Tennessee Drive, Columbus, Georgia, provided the branch is established within one year 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. 3 BOARD Or GOVERNORS 3/12/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20553 ADORES'S arriciAL OORAEISPONOENCE TO THE GOAN° March 12 1965.. Board of Directors, Wells Fargo Bank, San Francisco, California. Gentlemen: The Board of Governors of the federal Reserve System approves the establishment by Wells Fargo Bank, San Francisco, California, of a branch in the vicinity of the intersection of Divisadero, Angul, and East Tulare Streets, Fresno, California, provided the branch is established within one year 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-18,46), should be followed.) Item No. 4 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD March 12, 1965 Board of Directors, Union Bank, Los Angeles, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Union Bank, Los Angeles, California, of a branch in the downtown business district of San Diego, Californi, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Ar;sistant 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 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, 0. C. 20551 ADOCCIS• OrriCHAI. OCIN*CUPONIDCHOC TO THC COACCI March 12, 1965 Board of Directors, The Merchants and Farmers Bank, Smithfield, Virginia. Gentlemen: Pursuant to the provisions of Section 24A of the Federal Reserve Act, the Board of Governors of the Federal Reserve System approves an investment in bank premises of $8,500 by The Merchants and Farmers Bank, Smithfield, Virginia, for the purchase of one of the lots on which the bank building is located. Very truly yours, (Signed) Karl E. Bakke Karl E Bakke Assistant Secretary. Item No. 6 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE EICIARD March 12, 1965 Board of Directors, Columbus Bank and Trust Company, Columbus, Georgia. Gentlemen: The Board of Governors of the Federal Reserve System approves, under the provisions of Section 24A of the Federal Reserve Act, an indirect investment in bank premises of $1,170,000 by Columbus Bank and Trust Company, Columbus, Georgia, for construction of banking quarters for three branches. It is understood that the premises for the three branches will be owned by the bank's wholly-owned affiliate, CB & T Real Estate Company, and that the $1,170,000 represents an investment of $300,000 by the bank in the capital stock of the affiliate, and $870,000 in funds to be borrowed by the affiliate from a source other than the subject bank. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. • Item No. 7 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, CI. C. 20551 ADORE'S ornmAL OOPMEOPONOIENOE TO THE BOARD March 12, 1965 Board of Directors, Columbus Junction State Bank, Columbus Junction, Iowa. Gentlemen: The Board of Governors of the Federal Reserve System approves, under the provisions of Section 214 of the Federal Reserve Act, an investment in bank premises of not to exceed S105,000 by Columbus Junction State Bank, Columbus Junction, Iowa, for the expansion of banking quarters. Very, truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. Item No. 8 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orrociaa. CORRCIIIPONOCHCC TO THC "MARI) March 12, 1965. Honorable Joeeph W. Barr, Chairman, Federal Deposit Insurance Corporation, 20429 Washington, D. C. Dear Mr. Barr: Reference is made to your letter of February 17, 1965, concerning the application of Dauphin Deposit Trust Company, Harrisburg, Pennsylvania, for continuance of deposit insurance after withdrawal from membership in the Federal Reserve System. Your letter also notes the proposed merger of Dauphin Deposit Trust Company with Lemoyne Trust Company, Lemoyne, Pennsylvania, a State member bank. There have been no corrective programs urged upon the above-mentioned banks, or agreed to by them, which have not been fully consummated, and there are no such programs that the Board would advise be incorporated as conditions of admitting the applicant bank to membership in the Corporation as a nonmember of the Federal Reserve System. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. SW; Item No. 9 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD March 12, 1965 Board of Directors, The Citizens Bank and Trust Company, Washington, Indiana: Gentlemen: The Federal Reserve Bank of St. Louis has forwarded to the Board of Governors your letter dated February 15, 1965, together with the accompanying resolution signifying your intention to withdraw from membership in the Federal Reserve System and requesting waiver of the six months' notice of such withdrawal. In accordance with your request, the Board of Governors waives the requirement of six months' notice of withdrawal. Upon surrender to the Federal Reserve Bank of St. Louis of the Federal Reserve Bank stock issued to your institution, such stock will be canceled and appropriate refund will be made thereon. Under the provisions of Section 208.10(c) of the Board's Regulation H, your institution may accomplish termination of its membership at any time within eight months from the date the notice of intention to withdraw from membership was given. It is requested that the certificate of membership be returned to the Federal Reserve Bank of St. Louis. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. S.67 Item No. 10 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orricsAL CORRESPONDENCE TO THE BOARD March 12, 1965 Mr. Edwin Hyde, Federal Reserve Agent, Federal Reserve Bank of Richmond, Richmond, Virginia. 23213. Dear Mr. Hyde: As requested in your letter of March 1, 1965, the Board of 6overnors approves the appointment of Mr. J. H. Wyatt, Assistant Cashier, Bank and Public Relations Department, to succeed Mr. J. Lander Allin, Jr. as Federal Reserve A, , :,entts Representative for the sole purpose of custody of Federal Reserve notes stored at Cash Agent Banks. Please have Mr. Wyatt execute the usual Oath of Office which should be forwarded to the Board of Governors along with notification of the effective date of his appointment. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, ,Secretary. Item No. 11 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE SOAR° March 12, 1965 Mr. Edward A. Wayne, President, Federal Reserve Bank of Richmond, Richmond, Virginia. 23213 Dear Mr. Wayne: This refers to your letter of February 3, 1965, about allocation of the cost of the "Goldberg property" (817-821 East Franklin Street) purchased by the Federal Reserve Bank of Richmond On January 28, 1965, and the rate of depreciation on the building. Your Bank proposes to allocate 36 per cent of the purchase Price of the property to "Land" and 64 per cent to "Buildings," on the basis of the appraisal made last August, and to make no separate allocation to "Fixed machinery and equipment." This appears to be appropriate. It is noted that the Bank desires to depreciate the combined Buildings" account at a rate of 10 per cent per annum, as is being done with the adjacent "W. J. Driver property." In the circumstances, the Board approves an annual depreciation rate of 10 per cent for this Purpose. It Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. ' Item No. 12 3/12/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of 1 TRE CITY BANK AND TRUST COMPANY 1 fcr approval of acquisition of assets of A merican State Bank 1 1 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 The City nk and Trust Company, Milwaukee, Wisconsin, which, under the new name American City Bank & Trust Company, is to be a State member bank of the Pederal Reserve System, for the Board's prior approval of its acquisition assets and assumption of deposit liabilities of American State Bank, Ililwaukee, Wisconsin. Notice of the proposed acquisition of assets and ssumption of deposit liabilities, in form approved by the Board, has been published pursuant to said Act. Upon consideration of all relevant material in the light of the factors set forth in said Act, including reports furnished by the ComPtroller of the Currency, the Federal Deposit Insurance Corporation, 4nd the Department of Justice on the competitive factors involved in the P °Posed transaction, -2- IT IS HEREBY ORDERED, for the reasons eet forth in the Board's statement of this date, that said application be and hereby is aPProved, provided that said acquisition of assets and assumption of daPosit liabilities shall not be consummated (a) within seven calendar daYa after the date of this Order, or (b) later than three months after said date. Dated at Washington, D. C., this 12th day of March, 1965. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Mills, Shepardson, and Daane. Voting against this action: and Mitchell. Governors Robertson (Signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL) Item No. 13 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY THE CITY BANK AND TRUST COMPANY FOR APPROVAL OF ACQUISITION OF ASSETS OF AMERICAN STATE BANK STATEMENT The City Bank and Trust Company, Milwaukee, Wisconsin ("CitY Bank"), with total deposits of $35.6 million, has applied, Pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for the oard's prior approval of its acquisition of the assets and assumpt ion of the liabilit ies of American State Bank, Milwaukee, Wisconsin, which has total deposits of $44.8 million ] ) Neither bank has any branches. 1410n consummation of the transaction, the banking office of City Bank I/°uld be closed, since its operation as a branch 'would be prohibited by state law. The name of City Bank would be changed to American City 4flk and Trust Company, and it would be a State member bank of the Paderal Reserve System. Under the law, the Board is required to consider, as to each Of the banks involved, (1) its financial history and condition, (2) the 4cluacY of its capital structure, (3) its future earnings prospects, (4) the general character of its management, (5) whether its corpora te P°Wers are consistent with the purposes of 12 U.S.C., Ch. 16 (the ede tal Deposit Insurance Act), (6) the convenience and needs of the e"sit figures are as of June 30, 1964. -2community 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 of these factors, it finds the transaction to be in the public interest. Banking factors. - The financial histories of City Bank and American State Bank are satisfactory, and City Bank has a generally satisfactory asset condition and an adequate capital structure. The capital structure of American State Bank is reasonably satisfactory, and although its asset condition reflects a sizable aggregate of relatively high-risk loans, the bank has a good over-all loss experience. American State Bank's earnings record is good, and its future earnings prospects are reasonably favorable. The earnings record of City Bank is less than satisfactory, and its future earnings prospects are no better than fair. A factor of considerable significance in this respect is that City Bank, 1°cated in an area which now consists largely of merchandising and light manufacturing establishments, operates, and has traditionally operated, as a "retail" institution catering mainly to the banking needs of ind ividuals. The management of City Bank, although presently lacking in dePth, is experienced and capable. 1111°-esale" app American State Bank, basically a institution, is managed fairly satisfactorily although, rently as a result in part of the necessity that it compete with Tlinch larger banks, its policies are aggressive and liberal. The manage- Ment of the acquiring bank would be composed of the managing officers of the Proponent banks. -3- acquiring The capital structure and asset condition of the bank would be reasonably satisfactory and its earnings prospects favorable. the banks There is no evidence that the corporate powers of are, or would be, inconsistent with the purposes of 12 U.S.C., Ch. 16. Bank and Convenience and needs of the communities. - City of the American State Bank are located one block apart in the center downtown business district of Milwaukee, Milwaukee County, Wisconsin. Milwaukee, which is situated on the west shore of Lake Michigan, is a diversified industrial center and serves as an important port. The the total populaPopulation of Milwaukee is about 741,000 persons, and tion of Milwaukee County exceeds one million. offices, in There are 39 commercial banks, with 55 banking Milwaukee County, virtually all of which are located in the city of 2/ Ililwaukee or within its metropolitan area.-- Fourteen of these banks, Ilith a total of 27 offices, are subsidiaries of one or another of three bank holding companies and hold, altogether, 76 per cent of the total . deposits of all commercial banks in Milwaukee County The head offices c) each of the largest banks owned by these holding companies are located within one block of the offices of City Bank and American State sank. convenience of It is not alleged that the banking needs and the community are not being adequately met. However, the proposed Zi S tate law now prohibits the establishment of branch banking offices. A approved but tiohtew bank, to be located in downtown Milwaukee, has been Yet opened for business. -4- improved would result in a bank generally capable of providing and expanded services and, more particularly, with a lending limit 80 per cent greater than the present limit of the larger of the proponent banks. The acquiring bank, with the improved and additional services contemplated by the proposal, would benefit the community in that it would constitute an alternative source of relatively full banking services. essentially Competitloa.- City Bank and American State Bank have 3/ as the area identical service areas,— which may be approximately defined Both banks, however, within a six-mile radius of downtown Milwaukee. secure some business from throughout the Milwaukee metropolitan area. 4 the proposed acquisition were consummated, the acquiring bank would ial hold 4,3 per cent of total deposits held by the present 24 commerc banks located in the service area, as defined above, and 4.1 per cent °f such deposits held by all commercial banks in Milwaukee County. markets of the Despite the virtually coterminous geographical tion Pt°Ponent banks, there is a relatively limited amount of competi e%isting between them because City Bank provides banking services printo iPally for individuals, whereas American State Bank caters mainly the banking needs of business establishments. If operated as independent ills titutions, some potential for further competition between these banks IllaY exist in that each could attempt to add to its principal range of services the services now provided by the other. However, the extent to c The area from which a bank obtains 75 per cent or more of its deposits -3/ Individuals, partnerships, and corporations. ' _5.. sound Ilhich such competition might be developed, with due regard for b anking practices, appears greatly limited under the circumstances. • result in the Although the proposed acquisition would larger elimination of one banking office, the acquiring bank, with its be capital base and with certain economies available to it, would effectiveness than either Pable of significantly greater competitive " °f the proponent banks alone. The proposed transaction would not d, would have the potential adversely affect any other bank and, indee n in the Milwaukee for enhancing somewhat the level of banking competitio area. ring bank, with the Summary and conclusion. - The acqui would constitute an Contemplated improved and additional services, the lternative source of relatively full banking services for e°nIrnunitY. for banking competition At the same time, the consequences 14°111d not be adverse, but potentially beneficial. sition appears to be that The net effect of the proposed acqui potentially a more the acquiring bank would have the advantage of being redound to the general viab le and effective competitor, which would hen area affected. efit of the banking public in the the proposed acquisition of Accordingly, the Board finds that in the public interest. 4s8ets and assumption of liabilities would be March 12, 1965. (-3 Item No. 14 3/12/65 DISSENTING STATEMENT OF GOVERNOR MITCHELL WITH WHICH GOVERNOR ROBERTSON CONCURS The record in this case clearly establishes that in the judgment of the applicant and other stockholding interests, consummation of the proposed acquisition will be to their private corporate advantage. There is no basis in the record to dispute this judgment. The record is not so clear, however, as to the consequences for the public i nterest. The applicant contends that the acquiring bank will have the competitive capability to divert business from the "Big Three" banks in Ililwaukee by offering a more complete line of banking services and a higher loan limit for larger businesses than heretofore available at either of the participating banks. The application lists forty-odd c°1"Porations which maintain headquarters or large plants in Milwaukee but 14111-Oh do not have accounts with either of the banks. From the public Point of view, however, there is much more concern that small and mediumsized businesses have adequate access to bank credit. Companies as large as most of those on the list submitted have scores of credit alternatives /lith banks, insurance companies, and even in the capital market. companies have a very limited number of credit alternatives. Small Under this Pc1/°sal, the smaller concerns in the downtown area of Milwaukee would halle One less alternative, and the interest of the acquiring bank would be shifted to a more affluent clientele. Rather than adding to the ecInvenience and needs of the residents of the immediate area, the proposed t%saction is likely to have the reverse effect. r -2- The competitive factor is alleged to be favorable because the acquiring bank will be larger. With this argument, every proposal that results in a larger bank could be supported as furthering competition. The ultimate result of a merger policy based on this premise would be to make every bank as large as any other. It is also said that one of the participating banks is a vholesale" bank and the other a "retail" bank and that, therefore, they are not competitive. There appears a measure of truth in this generali- 4tion because one bank has more of its total deposits in savings accounts and the time accounts in the other bank are predominantly certificates of clePosit. One bank has almost no consumer credit paper, whereas in the Other such loans are over 17 per cent of total net loans and discounts. 13/It the record appears also to show the consumer credit paper is largely gerterated by the bank's customers rather than the bank. In short, the banks are somewhat different because of differences in some of their tust"lers. However, it is possible to point up similarities too--namely, lr the relative size of their portfolios of commercial and industrial loans 2 tax exempt securiies, and mortgages. Clearly, each competes with the other, and other banks in the area, for time and demand deposits, and the Proposed acquisition will leave elle less competitor in the immediate etvice area. Two new banking offices are coming into the immediate area, the area's largest bank is relocating one of its offices to a site in the A 'ountown area, and a newly organized bank is to be located in downt°114 Milwaukee. These specific, concrete expressions of judgment that 78 -3the area is not overbanked undermine the contention that the proposed transaction is necessary to the growth and survival of both or either ef the participating banks. be approved because I conclude that the application should not add to effectuation of the proposal will lessen competition, it will not sustaining the public's convenience or accommodation, and there is no Justification in the banking factors. This judgment may be temporarily ed, but that hostile to the corporate interests of the two banks involv Concern should not be paramount to the public interest. liarch 12, 1965. Item No. 15 3/12/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. ORDER DECLARING REGISTRATION EFFECTIVE PURSUANT TO SECTION 12(d) OF THE SECURITTE. EXCHANGE ACT OF 1934. In the Matter of the Registration Statement of THE CHASE MANHATTAN BANK There has come before the Board of Governors a registration statement of The Chase Manhattan Bank, New York, New York, a member State bank of the Federal Reserve System, for registration of its Capital Stock, $12.50 par value, on the New York Stock Exchange. The registration statement was filed with the Board and the New York Stock Exchange on February 26, 1965, pursuant to section 12(b), (c), and (d) °f the Securities Exchange Act of 1934 ("Act"), and Federal Reserve Regulation F, "Securities of Member State Banks", adopted pursuant to section 12(i) of the Act. Amendment No. 1 to the registration statement 14as filed on March 4, 1965. The New York Stock Exchange certified to the Board on ebruary 26, 1965, that said Capital Stock has been approved by said Exchange for listing and registration. Under section 12(d) of the Act, l'egistration would become effective 30 days after the date of receipt of such certification, unless the Board prescribes an earlier effective SSC -2- date. Exchange have The Chase Manhattan Bank and the New York Stock ve date of registration. requested the Board to accelerate the effecti including the Upon consideration of all the circumstances, tion concerning the bank availability of financial and other informa Prior to the filing of the registration statement, Stock, IT IS HEREBY ORDERED that registration of the Capital effective par value, of The Chase Manhattan Bank shall become immediately on the New York Stock Exchange. Dated at Washington, D. C., this 12th day of March, 1965. By order of the Board of Governors. Voting for this action: Hitchell,and Daane. Absent and not voting: Governors Robertson, Shepardson, Chairman Martin and Governor Balderston. (SEAL) erritt perman, Secretary. Item No. 16 3/12/65 For immediate release. March 12, 1965. The Board of Governors of the Federal Reserve System today issued an order declaring effective immediately the registration of the capital stock of The Chase Manhattan Bank on the New York Stock Exchange. This action clears the way for trading in Chase stock on the Exchange. The 1964 amendments to the Securities Exchange Act 01 1934 transferred from the Securities and Exchange Commission to the Federal bank supervisory agencies, administration of "disclosure" Provisions of the 1934 Act with respect to securities of banks. Effective January 1, 1965, the Board of Governors adopted a new Regulation F, governing the application of the 1934 Act to securities of StateChartered banks that are members of the Federal Reserve System. Chase's registration statement, which was received on February 26, was the first to be filed with the Board. Under the terms °f the 1934 Act, registration would have become effective 30 days after February 26, when the Board received certification from the Exchange that the securities had been approved for listing, unless the Board Prescribed an earlier date. Both Chase and the Exchange requested he Board to accelerate the effective date of the registration. In view f the fact that financial and other information concerning Chase was SQ9 available to the investing public prior to the filing of the registration Statement, the Board ordered registration of Chase stock effective today. Copies of Chase's registration statement are available for public inspection at the Board's offices in Washington, the New York Stock Exchange, and at each Federal Reserve Bank. A copy of the Board's Order is attached. Attachment. )f.„)0") Item No. 17 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD March 12, 1965 Mr. R. K. Grobel, Vice President, Federal Reserve Bank of Minneapolis, 55440 Minneapolis, Minnesota. Dear Mr. Grobel: In accordance with the request contained in Mr. Strothman's letter of March 8, 1965, the Board approves the appointment of Marvin L. Knoff as an assistant examiner for the Federal Reserve Bank of Minneapolis, effective March 15, 1965. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. Item No. 18 3/12/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD March 12, 1965. CONFIDENTIAL (FR) Mr. George D. Royer, Jr., Vice President, Federal Reserve Bank of Kansas City, Kansas City, Missouri. 64106 Dear Mr. Royer: In accordance with the request contained in your letter of March 8, 1965, the Board approves the appointment of Hugh Gordon Hueftle as an assistant examiner for the Federal Reserve Bank of Kansas City. Please advise the salary rate and the effective date of the appointment. It is noted that Mr. Hueftle is indebted to The Commercial National Bank of Kansas City, Kansas City, Kansas. Accordingly, the Board's approval of Mr. Hueftle's appointment is given with the understanding that he will not participate in any examinations of that bank until his indebtedness has been liquidated. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.