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609 '916i Minutes for To: Members of the Board From: Office of the Secretary November 16, 1961 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. Mills Gov. Robertson Gov. Balderston Gov. Shepardsod Gov. King Gov. Mitchell V14..24T(3 Minutes of the Board of Governors of the Federal Reserve System on Thursday, November 16, 1961. PRESENT: Mr. Mr. Mr. Mr. Mr. The Board met in the Board Room at 10:00 a.m. Mills, Acting Chairman Robertson Shepardson King Mitchell Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Mr. Sherman, Secretary Kenyon, Assistant Secretary Fauver, Assistant to the Board Farrell, Director, Division of Bank Operations Solomon, Director, Division of Examinations Hexter, Assistant General Counsel O'Connell, Assistant General Counsel Hooff, Assistant General Counsel Kiley, Assistant Director, Division of Bank Operations Hostrup, Assistant Director, Division of Examinations Leavitt, Assistant Director, Division of Examinations Spencer, General Assistant, Office of the Secretary Potter, Senior. Attorney Massey, Chief, Reserve Bank Operations Section, Division of Research and Statistics Schwartz, Chief, Statistical Operations Planning, Division of Research and Statistics Items circulated or distributed to the Board. The following items, which had been circulated or distributed to the members of the Board and copies of which are attached to these minutes under the resPective item numbers indicated, were approved unanimously: Item No. Letter to the Federal Reserve Agent at Philadelphia "r°ving the appointment of Edward D. Kerns as lstsistant Federal Reserve Agent and Joseph B. erman as Alternate Assistant Federal Reserve Agent. i 1 11/16/61 -2Item No. Letter to Dupo State Savings Bank, Dupo, Illinois, approving an investment in bank premises. 2 Letter to County Bank and Trust Company of Somerset, Somerset, New Jersey, approving the establishment of a branch at 432 West Union Avenue, Bound Brook, in connection with the removal of its principal office from that address to 695 Hamilton Street, Somerset. 3 Letter to The Sumitomo Bank of California, San Francisco, California, approving the establishment Of a branch at North First Street and Ayer Avenue, San Jose. 4 Letter to Wells Fargo Bank American Trust Company, San Francisco, California, approving the establishment of a branch in Auburn, either in the vicinity Of the downtown area or in the vicinity of the intersection of State Highway 49, FUlweiler Avenue and Elm Avenue. 5 Letter to Chemical Bank New York Trust Company, New York, New York, granting a determination exempting it from all holding company affiliate requirements except section 23A of the Federal Reserve Act. 6 With respect to Item No. 3, it was noted that County Bank and bust Company had twice established branches, incident to changing the location of its head office, without obtaining prior approval. It was Utderstood that the Division of Examinations would request the Federal Reserve Bank of New York to have a representative discuss this matter with the member bank in order to obtain assurance that appropriate aPPlication would be made prior to the establishment of any branches in the future. 3841 11/16/61 -3- Mr. Hostrup withdrew from the meeting at this point and Mr. Thomas, Adviser to the Board, entered the room. Reserve bank budgetary procedure (Items 7 and 8). There had been distributed a memorandum from the Division of Bank Operations dated November 3, 1961, regarding a phase of Reserve Bank budgetary procedure. As indicated in the memorandum, the Reserve Banks had not been required to advise the Board specifically with respect to their contemplated purchase or rental of the computers and other expensive equipment being acquired to process checks and other data at high speed. Under existing procedure, the Banks had only to make a tentative Provision for such equipment in their budgets if its acquisition was anticipated when the budget was prepared, or refer to it in their budget eXPerience reports as the reason for budget deviation when such equipment Ifts acquired without budget provision. In view of the magnitude of eXPenditures proposed throughout the System for computers and electronic check-processing equipment, it appeared desirable for the Board to be 1\111Y informed of the kind, purpose, and cost of such equipment, as as the considerations leading to a Bank's proposal to purchase or rent it. Accordingly, the Division of Bank Operations recommended adoption of a procedure whereby the Reserve Banks would continue to Make tentative provision in their budgets for all contemplated ecquisitions of furniture and equipment and, in addition, would be ' 4aked to give the Board full particulars about any proposal to acquire 11/16/61 -4- any unit or system of office equipment having a purchase price of as much as $50,000 or a rental cost of as much as $4,000 per month. A proposed letter to the Reserve Banks was submitted with the memorandum. In commenting on the subject, Mr. Farrell noted that the Division Of Bank Operation's recommendation reflected the view that the Board was not obtaining sufficient budget information from the Banks to support expenditures of the amounts contemplated for electronic equipment. Some banks were following present budget instructions, and did not volunteer additional information, while some Banks were volunteering information not required under the budget instructions. In other cases the Banks did not have full information available when the budgets were submitted, and in some instances the Banks appeared to feel that the contemplated exPenditure was not large enough to warrant comment. The basic question Igas whether the Board felt that it should have an opportunity to review the larger contemplated expenditures for electronic equipment before a '8.nk committed itself. In the course of discussion of the matter, Governor Mitchell exPressed the opinion that a proposal such as the one being recommended Pointed up an important issue. Unless the Board wanted to operate each °f the twelve Reserve Banks, he felt that the maximum amount of responsibilitY should be placed on each Bank and its board of directors. If a fliechanism was provided whereby the President of a Bank would come to /Ilashington and discuss proposed equipment expenditures, there would be 11/16/61 -5- 8n opportunity to shift responsibility from the Bank to the Board. Therefore, Governor Mitchell said, he was of the opinion that the Board Should not adopt a policy that might put it in a position of making determinations that seemed to him properly to fall within the area of responsibility of the management of the respective Reserve Banks. Once the Board had seen a budget that provided an approximate idea of what the Banks intended to do, it seemed to him that the next step should be a Post-audit. A pre-audit procedure, he noted, tends to substitute super- visory judgment for the judgment of operating personnel. The Reserve Bank Presidents had competence, they had the benefit of the advice of their directors, and they could also have the benefit of consultation 'with their own experts. Governor Mills indicated that he would support the proposal of the Division of Bank Operations, which in his opinion was in the direction of orderly procedure. More important, he felt that expenditures of the kind in question fell within the scope of the Board's statutory responsibility for exercising broad supervision over the Federal Reserve Banks. Governor Robertson cited the benefits that might be derived by the Reserve Banks from discussion with Board representatives before entering into commitments for the purchase or rental of expensive equipment, since the Banks could then give full consideration to any Possible alternatives that might be suggested and arrive at courses of 4eti0n that appeared likely to provide the most beneficial results. On 11/16/61 -6- the question of fixing responsibility, he agreed that the Board should not follow a procedure that would relieve the Banks of responsibility for decisions of this kind, and that the Board should not put itself in a Position of dictating decisions. However, he doubted that there would be a reluctance to submit proposals for review on a basis of mutual endeavor looking toward achievement of the best results. After further discussion, Governor Mills expressed the opinion that U1 the vast majority of cases the procedure recommended by the Division of Bank Operations would constitute in effect a reporting procedure. In rare instances, however, the submission of a proposal might bring to light a factor on which the knowledge at the Board's disposal would be of help to the Bank concerned in reaching its decision. Mr. Farrell said that this was the intent of the proposal. The thought was to assure the Board that a contemplated expenditure had been adequately considered by the Reserve Bank concerned. At the instance of Governor King, there ensued a discussion of the Placing of responsibility for Reserve Bank building projects. It was Gwernor King's view, in substance, that on such matters it would be aPProPriate to rely to a large extent on the competence of the respective Reserve Banks and their directors. In the field of computers, he was inclined to feel that there was degree of competence within the Board's clqanization from which the Banks could benefit. However, it was his allggestion that the proposed letter to the Reserve Banks be expanded to 11/16/61 -7- include language making clear the view of the Board that the primary responsibility for decisions as to the use of electronic equipment rested With the management of each Bank and that there was no intention of minimising such responsibility. This, he thought, would tend to avoid creating an impression that the Board intended to dictate decisions in this area. It was then agreed that the proposed letter, amended in a manner such as suggested by Governor King, should be sent to the Reserve Banks. Governor Mitchell dissented, stating that he was opposed to the contemplated Procedure and considered it a mistake. A copy of the letter sent to the Presidents of the Federal Reserve Banks pursuant to this action is attached as Item No. 7. The Board then approved a letter to the Federal Reserve Bank of St. Louis, which had been distributed with a memorandum from the Division (31" Bank Operations dated November 14, 1961, interposing no objection to the purchase by the Bank of the IBM 1401 computer system that it had been renting for the past several months. Item N A copy of the letter is attached as 8 Application of United California Bank (Items 9-11). Pursuant to the decision reached by the Board at the meeting on November 7, 1961, drafts °t an order and majority and dissenting statements in the matter of the aPPlication of United California Bank, Los Angeles, California, to merge th The First National Bank of La Verne, La Verne, California, had been ll'ePared by the Legal Division and distributed to the Board. 11/16/61 -8- There being no objection, the issuance of the order and statements was authorized. Copies of the documents issued pursuant to this authorization are attached as Items 9 through U. Morgan New York State Corporation. With respect to the public proceeding scheduled to be held on December 7, 1961, in connection with the application of Morgan New York State Corporation for prior approval of action to become a bank holding company, Mr. Fauver stated that certain inquiries had been received concerning the names of persons who had asked to appear before the Board. No objection being indicated, the release of such information was authorized In this connection, Mx. O'Connell suggested that the Board authorize the sending of letters to those persons who had requested to appear indicating, in essence, that the Board had granted the request but hoped that each presentation might be completed within about 10 minutes. He noted that the applicant would present a total of approximately 28 persons. Adding those Other pasties who had asked permission to make statements, it appeared that the proceeding might be completed in two two-hour sessions on December 7 if the time limitation he had mentioned was specified. In discussion, Governor Robertson expressed the view that this time limitation should not be specified in the case of any member of the Congress sought to appear before the Board, and there was general agreement with this view. With this proviso, the sending of letters along the lines sugRested by Mr. O'Connell was authorized. 384.17 11/16/61 -9- The meeting then adjourned. Secretary's Note: Governor Shepardson today approved on behalf of the Board the following items: Memorandum from the General Counsel recommending acceptance of the resignation of Paula G. Hauprich, Secretary in the Legal Division, effective at the close of business November 24, 1961. Memorandum from Henry Edmonds, Cafeteria Laborer, Division of Administrative Services, requesting permission to accept part-time employment with Allegheny Airlines for evening work. Letter to the Federal Reserve Bank of Philadelphia (attached Item No. 12) approving the appointment of Alan Howard Sonnheim as assistant examiner. Letter to the Federal Reserve Bank of St. Louis (attached Item No. 13) aP)roving the appointment of Maurice L. Mueller, James K. Hartley, and Rarry L. Rea as examiners. Sedre v. 381, BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C, Item No. 1 11/16/61 AOORESII OFFICIAL COAPIESACINOINCIL TO THIL 'BOARD November 16, 1961 Mr. Henderson Supplee, Jr., Chairman of the Board and Federal Reserve Agent, Federal Reserve Bank of Philadelphia, Philadelphia 1, Pennsylvania. Dear 10.. *plea: letter of In accordance with the request contained in your ents of appointm the November 2, 1961, the Board of Governors approves Mr. of and Agent Mr. Edward D. Kerns as Assistant Federal Reserve effecJoseph B. Everman as Alternate Assistant Federal Reserve Agent, are ents appointm tive January 1, 1962. It is understood that these Frank J. Mr. of r occasioned by the retirement at the end of Decembe Rehfuss, the present Assistant Federal Reserve Agent at your Bank. these This approval is given with the understanding that and Agent Reserve Federal APpointees will be solely responsible to the except duties, their of nce performa the Board of Governors for the proper or a Agent, Reserve Federal the of ty that, during the absence or disabili be will Agent Reserve Federal t vacancy in that office, the Assistan the Alternate Assistant responsible solely to the Board of Governors and t Federal Assistan the to ble Federal Reserve Agent will be responsi s. Reserve Agent and the Board of Governor as AssistWhen not engaged in the performance of their duties the vely, respecti Agents, Reserve amt and Alternate Assistant Federal the and Agent Reserve Federal the of l 4PPointees may, with the approva tent be inconsis President, perform such work for the Bank as will not Federal Reserve nt 'Assista e Alternat and t Assistan With their duties as Agents. appointees are fully It will be appreciated if these new as members of informed of the importance of their responsibilities t 3849 Mr. Supplee the staff of the Federal Reserve Agent and the need for maintenance of Independence from the operations of the Bank in the discharge of these responsibilities. It is assumed that Messrs. Kerns and Everman will execute the usual Oaths of Office, which will be forwarded to the Board of Governors. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. Item No. 2 11/16/61 ADDRESS OrrICIAL CORRESPONDENCE TO THE INDARD November 16, 1961 Board of Directors, Alpo State Savings Bank, Dupo, Illinois. Gentlemen: The Board of Governors ot the Federal .Reserve System approves, under the provisions of Section 24A of the Federal Reserve Act, an additional investment in bank premises by Dupo State Savings Bank, Dupo, Illinois, of $5,421.73. This approval is in accordance with purposes stated in your letter dated the for and October 3, 1961, to the Federal Reserve Bank of St. Louis. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. BOARD OF GOVERNORS 00 r6,, 4 OF THE FEDERAL RESERVE SYSTEM Item No. WASHINGTON 25. D. C. 11/16/61 4 3 ADDRCBO OFFICIAL. CORRCOPONDIENCC TO THE BOARD 40.41, November 16, 1961 Board of Directors, County Bank and Trust Company of Somerset, Somerset, New Jersey, Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch by County Bank and Trust Company of Somerset, Somerset, New Jersey, at 432 Nest Union Avenue, Bound Brook, New Jersey, in connection with the removal of its principal office from that address to its branch office located at 695 Hamilton Street, Somerset, New Jersey. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. BOARD OF GOVERNORS OF THE I 4 1 1,* 0% FEDERAL RESERVE SYSTEM Item No. WASHINGTON 25, D. C. 11/16/61 4 42 0 444 444,, 4/: 4 ADDRESS OFFMIAL CORRESPONDENCE TO THE BOARD 41q trAIL MA et -4400* November 16, 1961 Board of Director The Sumitomo Bank of California, San Francisco, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch in the vicinity of the intersection of North First Street and Ayer Avenue, San Jose, Santa Clara County, California, by The Sumitomo Bank of California, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Flizabeth L. Carmichael, Assistant Secretary, 3853 BOARD OF GOVERNORS OF THE Item No. 5 FEDERAL RESERVE SYSTEM 11/16/61 WASHINGTON 25. O. C. ADDRESS OFFICIAL CORRESPOHOENCE TO THE HOARD 43s1I." November 160 1961 Board of Directors Wells Fargo Bank American Trust Company, San Francisco, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment of a branch either in the vicinity of the downtown area of Auburn, or in the vicinity of the intersection of State Highway 49, Fulweiler and Elm Avenues, Auburn, Placer County, California, by Wells Fargo Bank American 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. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. WASHINGTON 25, D. C, 11/16/61 6 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD November 17, 1961 Mr. Harvey A. Basham, Jr., Vice President, Chemical Bank New York Trust Company, 30 Broad Street, New York 15, New York. Dear Mr. Basham: This refers to the request, submitted through the Federal Reserve Bank of New York, for a determination by the Board of Governors of the Federal Reserve System, as to the status of Chemical Bank New York Trust Company as a holding company affiliate. From information submitted, the Board understands that Bank New York Trust Company, in the course of its trust uusiness, has accepted an appointment as co-trustee under a Collat.ral Trust Indenture under which securities, including more than an per cent of the shares of capital stock of several banks, have , een pledged to secure the payment of certain bonds of Financial usneral Corporatio n; that the Trust Company has no rights or powers respect to such stock except to execute and deliver waivers of r„°tioes of stockholders' meetings, powers of attorney, or proxies to 'ons named by- Financial General Corporation, or in the event of ault of such bonds to vote or give consents with respect to such of"k as directed by the holders of a majority in principal amount the bonds then outstanding; that the Trust Company does not own control directly or indirectly in any other fiduciary capacity ek of any other bank representing more than 5 per cent of the total oj th:ettianding shares of capital stock of such banking institution; and the Trust Company does not in its own right own, manage or control 41V banking institution. Chomical : 0 ciT In view of these facts, the Board has determined that Chemi„ &ire %-al Bank New York Trust Company is not engaged directly or inetlY as a business in holding the stock of, or managing or control11 4 banks, b vitv2 banking associations, savings banks, or trust companies "lh the meaning of section 2(c) of the Banking Act of 1933; and, 4! i( I I'dingly, Chemical Bank New York Trust Company is not deemed to be t4lcztcd-ing company affiliate except for the purposes of Section 23A of rederal Reserve Act. 1'1. OC)00 ' BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Mr. Harvey A. Basham, Jr. If, however, the facts should at any time indicate that Chemical Bank New York Trust Company might be deemed to be so engaged, this matter should again be submitted to the Board. The Board reserves the right to rescind this determination and make a further determination of this matter at any time on the basis of the then existing facts. Particularly, should future acquisitions by the Trust Company result in its attaining a position whereby the Board may determine that the company is engaged as a business in the holding of bank stock, or the managing or controlling of banks, the determination herein granted may be rescinded. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. k)Llye.) BOARD OF GOVERNORS S-1816 OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25, D. C. Item No. 7 11/16/61 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD November 16, 1961. Dear Sir: The movement of the Federal Reserve Banks toward the ,a_.equisition of computers and electronic check processing equipment as prompted the Board to re-examine the procedures under which exPenditures for such equipment are reported to it. While some earlIcs have voluntarily submitted to the Board rather complete information regarding their proposals to purchase or rent data Processing equipment, there is now no stated requirement for such TIbmissions. Under the present budgetary procedure, expenditures or this purpose need only be tentatively provided for in the budget Or furniture and equipment purchases or rentals if they are anticiated when the budget is prepared or subsequently explained in the , Ildget experience report if they were incurred without having been vrovided for in the budget. t In view of the costly nature of electronic equipment, the ard believes that it should be fully informed, before any firm .ct°mmitments are made, as to the considerations leading to a decision ,° Purchase or rent such equipment. Experience indicates that the ' tirlIesent budgetary reporting procedures are not entirely satisfactory al,,this regard, mainly because the desired information is not availWhen the budget is prepared and the Board therefore does not 4aYs have an opportunity to give the matter appropriate consideration before the expenditures are made. t() Under somewhat similar circumstances, Une Board has stipulated that . tlo its approval of budgetary provisions for major repairs and alterabuin l s to Bank buildings should not be construed as approval of the zilf cling project and that the Board should be advised specifically of -41 Projects before they are undertaken. The Board recognizes that the primary responsibility for deci • the slons with respect to the use of electronic equipment rests with ki,.111anagement of each Reserve Bank, and it has no intention of "a-mizing this responsibility. The Board feels, however, that a S-1816 -2- Procedure generally similar to that followed for building projects would be desirable in connection with proposals to rent or purchase costly electronic equipment. Accordingly, it will be appreciated if your Bank Will hereafter-(1) Continue to make the usual budgetary provision for all purchases or rentals of furniture and equipment that can be foreseen when the budget is prepared. (2) Advise the Board specifically, before making commitments that cannot be withdrawn without penalty to the Bank, of intentions to acquire any unit or system of office equipment having a purchase price of as much as $50,000 or a rental cost of as much as $4,000 per month. The information in this connection should indicate the kind and cost of the equipment, the benefits expected from its acquisition, and the effect it will have on operating expenses. Such information might well be a summary of the material presented to the Bank's board of directors at the time the acquisition was approved. (3) Observe the foregoing procedures in any case where a decision has been made to purchase equipment that was previously acquired on a rental basis. Very truly yours, Merritt Secre 01111E PRESIDENTS OF ALL kEDERAL RESERVE BANKS 3 BOARD OF GOVERNORS OF THE Item No. 8 FEDERAL RESERVE SYSTEM 11/16/61 WASHINGTON 25, D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD November 16, 1961. Mr. D. C. Johns, President, Federal Reserve Bank of St. Louis, St. Louis 66, Missouri. Dear Mr. Johns: Referring to your letter of November 7, 1961, the Board has noted without objection your proposal to purchase on January 1, 1962, the IBM 1401 computer system which has been rented by the Sank since May 1, 1961. It is understood from your letter and other information submitted in connection with your informal discussion of the Bankts 1962 budget with the Boardts Budget Committee on August 1 that-(1) The cost of the computer will be $148,269, after applying $19,166 of the rental costs since May 1, 1961, against the purchase price of $167,435. (2) The economic feasibility of the computer system has been demonstrated to the Bank's satisfaction on the basis of experience with it since May 1, and the Bank is also convinced of the economic feasibility of purchasing the equipment rather than continuing to rent it. (3) The purchase of the equipment has been approved by the Bank's Board of Directors and is provided for in the 1962 budget. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary 3859 Item No. 9 11/16/61 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FED2RAL RESERVE, SYSTEM WASIIINGTON, D. C. theIlatter of the Application of 11111:1ED CALIFORNIA BANK Prior consent to merge with 4* First Vationvl Bank of La Verne ORDER DENYING APPLICATION FOR APPROVAL OF MERGER There has been filed with the Board of Governors, pursuant to ae "'Ion 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1828(c))„ ati aPro' k--leation for the Board's prior consent to the merger of The First Nati °nal Bank or La Verne, La Verne, California, into and with United Cq °11-lia rank, Los Angeles, California, under the charter and title ' , t "e latter. Upon consideration of all relevant materials in the light °f the factors set forth in said section 18(c), including reports by the \'omptr ller of the Currency, the Federal Deposit Insurance Co oorn+4 factors --"°n, and the Department of Justice on the competitive °I 'ved in the proposed merger, 3860 -2.. IT IS HEREBY ORDERED, for the reasons set forth in a 8tatement of the Board of this date, that the said application be and 11 Y is denied. Dated at Washington, D. C., this 16th day of November, 1961. By order of the Board of Governors. Voting for this action: King, and Mitchell. Governors Mills, Robertson, Voting against this action: Governor Shepardson. Absent and not voting: Chairmen Martin and Governor Balderston. (Signed) Merritt Sherman Merritt Sherman, Secretary. Item No. 10 11/16/61 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY UNITED CALIFORNTA BANK FOR PRIOR CONS= TO MERGE WITH THE FIRST NATIONAL BANK OF LA VERNE STATEMENT United California Bank, Los Angeles, California ("United"), 11°.8 aPplied, pursuant to section 18(c) of the Federal Deposit Insurance Act/ for the Board's prior approval of the merger of The First National 13'411k of La Verne, La Verne, California ("First National"), into and with United, under the title and charter of United. The proposal contemplates that the present office of First National would be operated as a branch (1/' the resulting bank. Under the law, the Board is required to consider (1) the rilloalcial history and condition of each of the banks involved, (2) the 0 4declua Y of their capital structures,()their future earnings prospects, (4) the general character of their management, (5) the convenience and of the community to be served, (6) whether the resulting bank's °0rate powers would be consistent with the purposes of the Federal e' 381.'t Insurance Act, and (7) the effect of the transaction on competiti„ ' 11 (including any tendency toward monopoly). The Board may not 11>rove the transaction unless, after considering all these factors, it the transaction to be in the public interest. For convenience, the first four factors and the sixth factor nl"'e considered together as "banking factors". keto rS require separate consideration. The fifth and seventh t ;• -2Banking factors. - The financial history and condition of both be'llks are satisfactory. The capital structure, the future earnings 14"ospects, and the management of United are good, and the same would be t ale of the resulting bank. First National's capital structure is reason- 4134 adequate; its earnings record has been good; and, in view of the growth of the community, its future prospects are satisfactory. Its management is competent; and, while it has been asserted that the bank has a Problem of management succession, it has not been shown to the 13°ard's satisfaction that qualified management cannot be obtained from thebank's present personnel or from outside sources. There is no evi- cierIce that the corporate powers of the resulting bank would in any way be illQonsistent with the Federal Deposit Insurance Act. Needs and convenience of community. - First National, with total. ‘4 A eposits of about $6.5 million, is the only bank in the town of 1.4 ' erne (population about 6,500), which is situated at the eastern edge the Los Angeles metropolitan area, about 35 miles from downtown te8 Angeles. The bank's primary service area - the area from which it cll'ives 75 per cent or more of its deposits of individuals, partnerships, 44cle°1100rations ("IPC deposits") - consists of the communities of t4 \reline: San Dimas, and Claremont and the northern portion of Pomona, t(tilel' with portions of unincorporated Los Angeles County north of talleIlle and Claremont. The population of the primary service area is "krt 271000. It appears that First National's primary service area is Ettea eneing rapid residential growth and that the population of the e likely to increase substantially in the next two decades. '4') there is no evidence that the banking needs of the area are i'")• -340t now being adequately met, or will not be met in the future, by banks operating in the area; nor is it clear that First National, as 4 unit bank, will not be able to grow and expand its facilities in a egree commensurate with the growth of the community. The relatively " Iall "loan limit" of the bank ($40,000) should not be a serious Obstacle, since it appears that the anticipated growth of the community 18 largely residential and therefore should not result in numerous demands for large loans. Such demands as may arise for credit in eXeess of the bank's lending limit can be met by other banking offices 14 the area or through participations with banks that are correspondents First National. Competition. - The offices of United nearest to First ktional's office in La Verne are located at Pomona, four miles south, COVinal six miles west, and at Ontario, nine miles east. The Tirtu arY service areas of these offices do not overlap the primary se1"71-ce area of First National. However, about 4 per cent of First tie.ti°4alls total deposits are derived from United's total service area; 4114 to this small extent the merger would eliminate some existing b44k14g competition. Within First National's primary service area there are three 'zIttees Of Bank of America N.T.& S.A., and two offices of Security ?irat National Bank of Los Angeles. In terms of deposits, First —a is the smallest bank in the area, with 25 per cent of total ftreo. dePosits„ as compared with 45 per cent for Bank of America and -a... about 30 per cent for Security First. In terms of loons, however, laist National ranks first in the area, with about 41.5 per cent of total loans, as compared with about 39 per cent for Ban!: of America all4120 per cent for Security First National. Although the primary service areas of First National and or tinited's offices do not overlap, they are contiguous; and it may reasonably be expected that potentially, if not presently, banks in tile combined La Verne-Pomona area will compete with each other to some 3C*tellts Within that area, there are now 15 offices of six banks (exci -11-u-trig a seasonal office). In addition to First National's office 11/ 14 Verne and United's three offices in Pomona, Bank of America has 814 Offices in the area, Security First has three, and First Western Bank ilcieitizens National Bank each has one. Within this area, Bank of ker tea has about 40 per cent of total deposits, United about 35 per cent, aaid 8 courity First about 14 per cent. Consummation of the proposed merger 11010,1 . Increase United's percentage to 42.5 per cent. As to total loans - the area, United and Bank of America presently have about 35 per eq. each; the merger would increase United's percentage to 43 per cent. First National is the only remaining unit bank in the co14411 ed La Verne-Pomona area. Its elimination as a consequende of th /311°Posed merger would, in effect, deprive residents of that area of the vilPortunity to choose between dealing with a local unit bank and (lealt ng with a branch of a large banking organization. The proposed merger would not significantly increase Nted's percentage of total deposits of all commercial banks in the State of California (at present 2 per cent) or in the Los Angeles Illel politan area. However, it would, in the Board's judgment, have .11341ver30 potential effect upon banking competition, particularly &ti the La Verne-Pomona area and in the Los Angeles metropolitan area, 111 ' 11in the former area, Bank of America, Security First, and United toE:other hold nearly 90 per cent of total deposits; they hold about 78 per cent of total deposits. the merger here proposed could only strengthen the within the latter Consummation of present con- "ration of banking resources under the control of these three banks, etlre further impetus to the merger trend in these areas, and thereby tend to discourage the formation of new unit banks. Summary and conclusions. - On the basis of the foregoing, q Board concludes that, while the proposed merger would presumably be ,,. me an of solving First National's ?roblem of management succession 411ctwould provide a broader range of banking services than those now 111'°Itl(led by First National, it is nevertheless not clear that First Ilati°nal, as a unit bank, cannot solve its problem of management cesir-sion and expand its services in a manner commensurate with the cAlt1-1 of its community or that the community preeently lacks adequate b4nkl-11C facilities. The Board further concludes that, by eliminating only remaining unit bank in the La Verne-Pomona area, the proposed 3866 -6trEMeaction 7:rould have an adverse effect unon potential banking e( etition in that area as well as in the larger Los Angeles metroarea Those adverse competitive effects, in the Boardts dgmont, outweigh any benefits that might be expected to result from th merFrer. For these reasons, the Board is unable to find that the ili°Posed - merger would be in the public interest. 11°11cmlocr 16, 1961. apt Item No. 11 11/16/61 DISSENTING STATDIENT OF CHADIAN MARTILT ATTD COVERHOR SHEPARDSON We recocnize that United Califoznia Bank and two other large banking organizations already control a large proportion of the be ' llklag resources in the Los Angeles metropolitan area and that their c°rItInued expansion, if unchecked, might gradually lessen the number or local unit banks in that area. However, we do not regard this 194bility as itself a sufficient ground for disapproving the present 4el'e, r which, in our oninion, would intensify rather than lessen competi044 111 the La Verne-Pomona area and at the same time provide a growing IUflty vith expanded banking services. 41)112L'icit1on. cither 16: 1961 We would approve the BOARD OF GOVERNORS OF THE Item No. 12 11/16/61 FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONOEt4CE TO THE BOARD November 16, 1961 CONFIDENTIAL all Hr. Joseph R. Campbell, Vice President, Federal Reserve Bank of Philadelphia, Philadelphia 1, Pennsylvania. Dear Mr. Campbell: In accordance with the request contained in your letter of November 3, 1961, the Board approves the appointment of Alan Howard Sonnheim as an assistant examiner for the Federal Reserve Bank of Philadelphia. Please advise the effective date of the appointment. It is noted that Mr. Sonnheim is indebted to The Philadelphia National Bank, Philadelphia, Pennsylvania, in the amount of $10,300 for the purchase of a home, and to Fidelity-Philadelphia Trust Company, Philadelphia, Pennsylvania, a State member bank, in the amount of $150. Accordingly, the Board's approval of Mr. Sonnheim's appointment i8 given with the understanding that he will not participate in the examination of these banks until his indebtedness has been liquidated. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. kI , BOARD OF GOVERNORS „6,440,,cot,ct,6„,;2, le 4 y OF THE FEDERAL RESERVE SYSTEM • * 11/16/61 WASHINGTON 25, D. C. 11 t Item No. 13 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD 741. Vat ** **: 4404*** November 16, 1961 Mr. George E. Kroner, Vice President, Federal Reserve Bank of St. Louis, St. Louis 66, Missouri. Dear Mr. Kroner: In accordance with the request contained in your letter of November 3, 1961, the Board approves the appointment of Maurice L. Mueller, James K. Hartley, and Harry L. Rea, at present assistant examiners, as examiners for the Federal Reserve Bank of St. Louis, effective January 1, 1962. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.