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Minutes for To: Members of the Board From: Office of the Secretary May 21, 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 Gov. Maisel Minutes of the Board of Governors of the Federal Reserve System on Friday, May 21, 1965. PRESENT: Mr. Mr. Mr. Mr. The Board met in the Board Room at 10:00 a.m. Martin, Chairman Robertson Daane Maisel Sherman, Secretary Kenyon, Assistant Secretary Broida, Assistant Secretary Noyes, Adviser to the Board Molony, Assistant to the Board Spencer, General Assistant, Office of the Secretary Mr. Morgan, Staff Assistant, Board Members' Offices Mr. Furth, Consultant Mr. Mr. Mr. Mr. Mr. Mr. Messrs. Brill, Holland, Koch, Partee, Williams, Axilrod, Ettin, Gramley, and Keir of the Division of Research and Statistics Messrs. Hersey, Katz, Sammons, Reynolds, and Baker of the Division of International Finance Mr. Geng, Manager, Securities Department, Federal Reserve Bank of New York Economic and money market review. Mr. Williams reviewed recent trends in various sectors of the domestic economy. Messrs. Ettin and lrod then summarized banking and money market developments, relating Portions of their remarks to (1) distributed tables affording perspective on the money market and bank reserve utilization and (2) charts showing movements in the level of time and savings deposits in relation to various Other financial factors since 1953. 4 Mr. Baker concluded the review with report on foreign exchange market developments and related matters. Mr. Geng, Mr. Furth, and all members of the Board's staff who had been present except Messrs. Sherman, Kenyon, Molony, Sammons, and Spencer then withdrew from the meeting and the following entered the room: 5/21/65 -2Mr. Hackley, General Counsel Mr. Solomon, Director, Division of Examinations Mr. Shay, Assistant General Counsel Mr. Leavitt, Assistant Director, Division of Examinations Miss Hart and Mr. Young, Senior Attorneys, Legal Division Mr. Egertson, Supervisory Review Examiner, Division of Examinations Mr. Poundstone, Review Examiner, Division of Examinations Discount rates. The establishment without change by the Federal Reserve Banks of New York, Philadelphia, Chicago, and San Francisco on MaY 20, 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. Distributed items. The following items, copies of which are a ttached to these minutes under the respective item numbers indicated, were ..T..EL227 .111 unanimously: Item No. Letter to United California Bank, Los Angeles, California, aPProving the establishment of a branch at 609 South Grand Avenue in connection with the acquisition of assets and mortgage servicing contracts of Insurance Funds Mortgage Company. 1 !..etter to Chase Manhattan Overseas Banking Corporation, New York, New York, granting consent to purchase shares °f a nominee corporation to be organized under the laws °f Singapore, Malaysia. 2 Report on competitive factors (Albany-Schenectady, New York). Unanimous approval was given to the transmittal of a report to the Comptroller of the Currency on the competitive factors involved in the proposed 5/21/65 -3- merger of The Citizens' Trust Company of Schenectady, N. Y., Schenectady, New York, into National Commercial Bank and Trust Company, Albany, New York. The conclusion read as follows: The proposed merger of The Citizens' Trust Company of Schenectady into National Commercial Bank and Trust Company, Albany, would eliminate the competition existing between the two banks, and would further strengthen the dominant position of National Comutercial Bank and Trust Company in the AlbanySchenectady area. The effect of the proposal on competition would be adverse. Proposed amendment of National Housing Act (Item No. 3). There had been distributed a memorandum from the Legal Division dated May 19, 1965, with regard to a request from the Bureau of the Budget for the Board's views on a revised draft of bill submitted by the Federal Home Loan Bank Board "to amend section 408 of the National Housing Act, as amended, to provide for the regulation of savings and loan holding companies and subsidiary companies." The memorandum noted that the Board had reported to the Budget Bureau on an earlier draft of the same bill, indicating in a letter of August 17, 1964, that while certain aspects of the draft might merit further study, the Board favored enactment of the proposed legislation. Since the present bill, which would provide for regulation of existing holding e°mPanies of savings and loan associations and continue a "freeze" first imposed in 1959, differed only in minor respects from the earlier proposal, it was recommended that a letter phrased in generally favorable terms be sent in response to the Budget Bureau's request. tqas attached to the memorandum. A draft of such a letter 5/21/65 -4Following summarization by Miss Hart of the information presented in the May 19 memorandum, approval was given to the transmittal of the letter, Governor Maisel abstaining. A copy of the letter is attached as Item No. 3. Application of Bank of Wood County Company (Items 4 and 5). Pursuant to the decision at the meeting on May 17, 1965, there had been d istributed drafts of an order and a statement reflecting the Board's aPproval of the application of The Bank of Wood County Company, Bowling Green, Ohio, to merge with The First National Bank of North Baltimore, North Baltimore, Ohio. The issuance of the order and statement was authorized. Copies of the documents, as issued, are attached as Items 4 and 5. The meeting then adjourned. Secretary's Note: Acting in the absence of Governor Shepardson, Governor Robertson today approved on behalf of the Board memoranda recommending the following actions relating to the Board's staff: William S. Davis as Economist, Division of Research and Statistics, "a temporary basis from about June 15 to September 15, 1965, with basic annual salary at the rate of $9,830. Bernard Shull as Senior Economist, Division of Research and Sta tistics, with basic annual salary at the rate of $18,740, effective the date of entrance upon duty. 0, Patricia Louise Fike as Operator (Tabulating Equipment), Division el, Data Processing, with basic annual salary at the rate of $4,480, tfeetive the date of entrance upon duty. 5/21/65 -5- Salary increaseffective May 23, 1965 Lynda Fein, Clerk-Typist, Division of Research and Statistics, from $3,680 to $4,005 per annum. William N. Huff, Economist, Division of Research and Statistics, from $7,465 to $7,710 per annum. from Mary Janice Krummack, Economist, Division of Research and Statistics $8,650 to $8,945 per annum. Kathryn E. Ridgway, Statistical Clerk, Division of Research and S tatistics, from $5,530 to $5,680 per annum. Dorothy M. Vereb, Statistical Clerk, Division of Bank Operations, from $4,630 to $4,780 per annum. Frank P. Herigstad, Assistant Federal Reserve Examiner, Division of 4aminations, from $6,250 to $6,450 per annum. Allen E. Simmons, Mail Clerk, Division of Administrative Services, from $3,680 to $3,805 per annum. Charlie H. Ward, Laborer, Division of Administrative Services, from $4,420 to $4,514 per annum, with a change in title to Lead Laborer. Robert M. Steinberg, Economist, Division of Data Processing, from $10,960 to $11,315 per annum. t, Dorothy L. Saunders, from the position of Assistant Supervisor to tne position of Supervisor, Stenographic Section, Office of the SecrearY, with no change in basic annual salary at the rate of $6,245, effective May 23, 1965. Virginia M. Spivey, from the position of Secretary to the position ;1 Assistant Supervisor, Stenographic Section, Office of the Secretary, m th no change in basic annual salary at the rate of $5,330, effective aY 23, 1965. Secretary BOARD OF GOVERNORS Item No. 1 5/21/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORFICSPONDIENCC TO THC BOARD May 21, 1965 Board of Directors, United California Bank, Los Angeles, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by United California Bank, Los Angeles, California, of a branch at 609 South Grand Avenue, Los Angeles, California, in connection with the. acquisition of assets and mortgage servicing contracts of Insurance Funds Mortgage Company, 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 OF THE Item No. 2 5/21/65 FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD May 21, 1965. Chase Manhattan Overseas Banking Corporation, 1 Chase Manhattan Plaza, New York 5, New York. Gentlemen: In accordance with the request and on the basis of the information furnished in your letter of May 7, 1965, transmitted through the Federal Reserve Bank of New York, the Board of Governors grants its consent to the purchase by your Corporation of all the Shares of a nominee corporation to be organized under the laws of Singapore, Malaysia, at a cost of approximately US$326. It is understood that the nominee corporation is to be organized and maintained solely for the purpose of acting as nominee for the registration of securities acquired or held by the Singapore branch of The Chase Manhattan Bank for the account of its customers; that all shares of the nominee corporation are to be owned by your Corporation, except such shares as may be held by individuals in Order to meet Singapore legal requirements as to number of shareholders and as to qualifying shares for directors, and all such Shares would be held in trust for or assigned to your Corporation under appropriate instruments of transfer; and that it is anticipated that the authorized capital of the nominee corporation would not exceed Malaysian $1,000 (equivalent to approximately US$326) and that the paid-in capital would not exceed Malaysian $100 (equivalent to approximately US$33. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. BOARD OF GOVERNORS Item No. 3 5/21/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD May 21, 1965. Mr. Phillip S. Hughes, Assistant Director for Legislative Reference, Bureau of the Budget, 20503 Washington, D C. Dear Mr. Hughes: This is in response to your communication of May 14, 1965, requesting the Board's views on a fresh draft of a bill prepared by the Federal Home Loan Bank Board ("FHLBB") "to amend section 408 of the National Housing Act, as amended, to provide for the regulation of savings and loan holding companies and subsidiary companies." In its letter of August 17, 1964, the Board reported to the Bureau of the Budget on an earlier draft of the same bill that, while certain aspects of the draft might merit further study, "the Board in general favors enactment of legislation to provide for supervision and regulation of existing holding companies of savings and loan companies and believes the proposed legislation would be helpful in continuing to 11 Preserve the local community character of savings and loan associations. Since the present draft differs only in minor respects from the earlier "e, most of the Board's comments, including this conclusion, would "ntinue to apply to the bill before it. Two additional comments may be pertinent. As the Board l nderstands the scheme of the proposed legislation, an organization which ! 18 a holding company under such a statute would be forbidden to acquire m°re than five per cent of the shares in any company, unless that company restricted its business activities to those permitted a "subsidiary" under subsection 2(c). However, a company would not actually be a "subsidiary", Inder subsection 2(a)(2)(B) unless at least one of four tests were met, ‘1) 25 per cent of its shares were controlled, (2) the election or !ppointment of a majority of its directors or trustees were controlled, zk3i) the controlling person or company was a general partner in the subor (4) the controlling person or company had contributed more 411 25 per cent of the capital of the subsidiary. Unless a company is a subsidiary, so defined, of a holding ,.—PanY, certain activities, such as "upstream lending" are not forbidden and the FHLBB has no authority, under subsection (d)(6) to approve Corn Mr. Phillip S. Hughes -2- or disapprove certain types of agreement between the company and a controlled savings and loan association, although these agreements are of a kind which the FHLBB clearly considers might be detrimental to such an association. Since a holding company could have effective control of another company without meeting any of the four tests specified, there appears to be a danger that some of the abuses against which the draft 13111 is directed might occur without violating the statute. An additional test of control, "exercises a controlling influence over the management or policies of such other company", which would have afforded an instrument for meeting this problem, appeared in the draft bill submitted to the Board last year, but has been dropped from the present bill. It appears to the Board that some language of this kind might helpfully be reinserted in the new draft. A second, relatively minor comment relates to a possible 1,1TIbiguity in subsection (4)(1)(A) of the draft bill, which forbids a .°1ding company "To acquire the control of an insured or uninsured Institution or to retain the control of such institution". While it is nderstood that this language is designed only to forbid a holding company retain control of an institution that has been acquired in violation of e subsection, the words could be read, literally, to require all holding L'°mPanies to divest control of all institutions, whenever acquired. To ret this difficulty, the words "acquired in violation of this subsection" ght be inserted after "control of such institution". In summary, the Board continues to be of the view expressed uin its letter of August 20, 1959, to the Chairman of the Committee on inking and Currency of the Senate, that having "endorsed proposals that 07d to the enactment in 1956 of legislation to regulate holding companies re commercial banks" it would in principle "favor similar legislation with jusPect to holding companies of savings and loan associations if in the judgment of Congress such companies have developed to such an extent as to stifY regulation." V Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Item No. 4 5/21/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS or THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 1 In the Matter of the Application of TRE BANK OF WOOD COUNTY COMPANY for approval of merger with The First National Bank of North Baltimore' ORDER APPROVING MERGER OF BANKS There has come before the Board of Governors, pursuant to the Dank Merger Act of 1960 (12 U.S.C. 1828(c)) , an application by The 13411k of Wood County Company, Bowling Green, Ohio, a State member bank Of the Federal Reserve System, for the Board's prior approval of the raerger of that bank and The First National Bank of North Baltimore, Notth Baltimor e, Ohio, under the charter and title of The Bank of Wood County Company. As an incident to the merger, the sole office Of '"e First National Bank of North Baltimore would become a branch of the tesulting bank. Notice of the proposed merger, in form approved by the Board, has been publishe pursuant d 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 Com,— "-roller of the Currency, the Federal Deposit Insurance Corporation, -2and the Attorney General on the competitive factors involved in the proposed merger, 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 (1)) later than three months after said date. Dated at Washington, D. C., this 21st day of May, 1965. By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Robertson, and Maisel. Absent and not voting: Mitchell, and Deane. Governors Shepardson, iznec) Mezr tt Sherman Merritt Sherman, Secretary. Item No. 5 5/21/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION OF THE BANK OF WOOD COUNTY COMPANY FOR APPROVAL OF MERGER WITH THE FIRST NATIONAL BANK OF NORTH BALTIMORE STATEMENT The Bank of Wood County Company, Bowling Green, Ohio ("Bank oWood County"), with total deposits of $23.4 million, has applied, illirsuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for the 4ardl Prior approval of the merger of that bank and The First 1144°11a1 Bank of North Baltimore, North Baltimore, Ohio ("First latL°nal"), which has total deposits of $4.5 millicn.lj The banks 14(411d merge under the charter and title of Bank of Wood County, which ie•a State member bank of the Federal Reserve System. As an incident to t• he merger, the sole office of First National would become a branch 13 ° ar• lk of Wood County, increasing the number of its offices from three to fo Under the law, the Board is required to consider, as to each () t• he bank's involved, (1) its financial history and condition, (2) the 441114eY of its capital structure, (3) its future earnings prospects, (4° the gerral character of its management, (5) whether its corporate are consistent with the purposes of 12 U.S.C., Ch. 16 (the ° it figures are as of December 31, 1964. ""..Ar^-i -2- Federal Deposit Insurance Act), (6) the convenience and needs of the "nZunity to be served, and (7) the effect of the transaction on %Petition (including any tendency toward monopoly). The Board may tIcIt approve the transaction unless, after considering all of these fact°", it finds the transaction to be in the public interest. Banking factors. - The financial histories of Bank of Wood C°t111tY and First National are satisfactory and each bank has a sound asset condition. Each bank also has a satisfactory earnings record favorable future earnings prospects. Management of both banks is satisfactory. First National's capital position is adequate. Cons uzmation of the transaction would bring needed improvement in the caPital position of Bank of Wood County, and the resulting bank '"Lad have capable management, a sound asset condition, and good fqtire earnings prospects. There is no indication that the corporate powers of the banks 'Or would be, inconsistent with the purposes of 12 U.S.C., Ch. 16. Convenience and needs of the communities. - Bowling Green, °hi°, with a 1960 population of about 14,000, is the seat of Wood C(1411tY and is located in the northwestern section of the State, 4111)tcl imately 20 miles south of downtown Toledo, 27 miles northwest o and 26 miles north of Findlay, the closest sizable cities. ec°n°mY of Bowling Green is supported by both diversified industry ti(1 e%riculture. North Baltimore, with a 1960 population of about 3,000, is 1°cated 111 the south-central portion of Wood County, 14 miles south of -3- 4141ing Green, 12 miles north of Findlay, and 13 miles west of Fostoria. Its economy is supported primarily by agriculture. Grain farming and livestock feeding are the basic agricultural acti:vities in Wood County. The expansion of these activities in recent Years is evidenced by a marked increase in the size of farms as well as the number of livestock of individual feeders. These operations require not. ha credit than can be supplied by small rural banks. First National not been able to accommodate several of its customers in recent Years (Including 10 farm customers) due to the bank's low lending limit. 'erger would result in a bank with greater resources which could 'lett "serve the banking needs and convenience of Wood County, partictiler lY in the North Baltimore area. Competition. - The service area'— of Bank of Wood County dOes "0t overlap that of First National and there appears to be only sitilt competition between the two banks, due in part to the fact that 41311k with deposits of about $12 million is located midway between D ualtimore and Bowling Green. The service area of the resulting bank would be a largely 1 l'ea extending from Toledo, with a population of over 318,000, 4ckth „ -eProximately to Findlay, with a population of 30,000. The ing bank through its office in North Baltimore would compete more 411 lY and effectively with two Findlay banks and two Fostoria banks, which have deposits ranging from $12 to $41 million. It is not that the proposed merger would adversely affect the present 0 it : rea from which a bank obtains 75 per cent or more of its of individuals, partnerships, and corporations. 719 -4- e°111Petitors of Bank of Wood County or a small bank in North Baltimore presently competes with First National. - Numerous alternate sources te banking services would remain available in Wood County. Summary. - No significant competition would be eliminated by the Proposed merger, while banking competition in the North Baltimore alc'ea should be stimulated without any adverse effect on other banks. Ilank customers in the North Baltimore area would have ready access to a ilank with sufficient resources to supply much of the credit required by an expanding agricultural economy. Accordingly, the Board finds that the proposed merger would be 4 '`14. 1.14Y 21 the public interest. 1965.