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Minutes for November 19, 958 To: Members of the Board From: Office of the Secretary Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement With respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, if you were present at the meeting, please initial in column A below to indicate that you approve the minutes. If you were not present, please initial in column B below to indicate that you have seen the minutes. Chin. Martin Gov. Szymczak Vardaman 1/ Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson 1/ In accordance with Governor Shepardson's memorandum of March 8, 1957, these minutes are not being sent to Governor Vardaman for initial. 3370 Minutes of the Board of Governors of the Federal Reserve System on Wednesday, November 19, 1958. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Szymczak Mills Robertson Shepardson Mr. Mr. Mr. Mr. Mr. Mr. Mr. Sherman, Secretary Kenyon, Assistant Secretary Hackley, General Counsel Masters, Director, Division of Examinations Solomon, Assistant General Counsel Hexter, Assistant General Counsel Nelson, Assistant Director, Division of Examinations Application of Wachovia Bank and Trust Company. On November 13, 1958) the Board denied the application of Wachovia Bank and Trust Company, Winston-Salem, North Carolina, for consent to the merger of The Wilmington Savings & Trust Company, Wilmington, North Carolina, with and into Wachovia 8.441 for approval of the establishment of branches in Wilmington at the 10eations of the head office and branch of Wilmington Savings & Trust. The Board stated that it did not feel justified in giving its consent tO the merger or approving the establishment of the branches in view of the adverse effect that the Proposed transactions would seem likely to haye on competition in the area and which would not be outweighed by any other factors involved. Subsequently, Wachovia requested an opportunity for its representatives to meet with the Board and present additional information l egard. ' Ing the application. Also, under date of November 17, 1958, 3371, -2- 11/19/58 W3.chovia forwarded to the Board through the Federal Reserve Bank of Richmond a modified proposal under which it would transfer certain funds to surplus from undivided profits and approval of the merger Wider section 18(c) of the Federal Deposit Insurance Act would not be ne cessary. Wachovia also proposed to consolidate, as soon as practicable f0110wing the merger, the banking operations conducted by it at 109 North Front Street in Wilmington with those now conducted by The Wilmington Savings & Trust Company at 110 Princess Street. Accordingly, Wachovia would operate three offices in Wilmington, including the branch 8.t 400 North Third Street presently operated by Wilmington Savings & Trust The representatives of Wachovia Bank and Trust Company and The Wibni flgton Savings & Trust Company present at this meeting were as follows: Wachovia Archie K. Davis, Chairman of the Board, Carlysle A. Bethel, Vice Chairman of the Board, John F. Watlington, Jr., President, R. H. Tate, Senior Vice President, E. T. Shipley, Auditor. Wilmington Savings & Trust Fred B. Graham, President, Peter Brown Ruffin, director; also President of Wilmington Shipping Company. Mr. Davis began the discussion by inquiring whether the Board care to amplify the reasons for denying the application which were set forth in its letter of November 13. 14 the - negative After Chairman Martin responded letter of Governor Mills pointed out that Wachovia's 337 11/19/58 -3- November 17 seemed to deal primarily with mechanical aspects of the proposal rather than with the broad problems confronting the Board; namely, the public interest and the lessening of competition resulting from the proposed transactions. Mr. Davis then stated that it was Wachovia's understanding that the application had been turned down basicslly because the proposed tr ansactions might adversely affect competition in the city of Wilmington and. the Wilmington area. Wachovia also understood that approval of the illerger 2212. se was no longer a matter of issue because of the manner in lihich the proposal had now been modified. After discussing the nature °I' the modifications, Mr. Davis referred to the expansion of Wachovia 14 recent years through mergers and the establishment of branches and said that he and his associates would undertake to discuss Wachovia's concept of its responsibilities in the banking picture of North Carolina eIla its intentions from the standpoint of a Statewide banking operation. 14 this connection he commented that it was not the intent of Wachovia t° aominate the banking picture or to stultify competition and that in everY community it had entered Wachovia had generated better banking Pactices. He noted that under the law Wachovia had the right to operate 84 a Statewide institution and said that this involved broad corresponding l'esPonsfbilities. From this point Mr. Davis traced the economic problems °f the State of North Carolina, Particularly the need for greater diversiticm, following which he summarized how Wachovia hail played an active tiee ' l'Ole in meeting those problems through contributions of money and talent, -4- 11/19/58 bY Providing technical services to correspondent banks in North Carolina, South Carolina, and Virginia, and by making contributions in the fields Of' education and research. Turning to the Wilmington area, he summarized the efforts made by community interests over the past 10 or 12 years, and Particularly within the past five years, to improve economic diversifiCation, bring in additional industries, and create employment. Comments also were made with regard to the improvement of educational facilities. A8 to banking, Mr. Davis presented statistics indicating that since operations beneficial entering Wilmington in 1955 Waehovia had conducted to the needs, welfare, and growth of the community. He also said that Waehovia planned to establish a foreign department and that those elperations would be channeled through Wilmington. Mr. Davis stated that Waehovia had found it was not sound or effective to try to conduct Statewide operations out of a central organisupplementing the zati°11. Therefore, it had followed the practice of misllagement of its local units by creating boards of directors drawn the immediate areas. As to the current application, he suggested that it boiled down to the fundamental question whether Wachovia would be branch office Permitted to retain, following the proposed merger, one need had °I* the Wilmington bank (the Third Street office) for which a alre44 been demonstrated and approval for which had previously been gl'anted by the appropriate supervisory authorities. To close that °trice, he said, would work a hardship on the Wilmington area. 3374 11/19/58 Mr. Davis also spoke of a sense of moral responsibility felt by Wachovia toward The Wilmington Savings & Trust Company, stating that all Parties had entered into the merger negotiations in good faith, that the Federal Reserve Bank of Richmond had been kept informed of developments, alla that approval of the State authorities had been obtained. The °fficials of the Wilmington bank had opened their books and records to Wachovia, the local bank's customers had been contacted, and certain accounts already had been shifted in anticipation of the merger. The airectors, stockholders, and customers of the Wilmington bank were now Dully prepared for the merger and some stock had changed hands. Mr. Watlington stated that Wachovia operates in what may be called the principal towns of the State, of which there are eleven. Re referred to the need that had existed for larger banking facilities in the State and said that until recently it had often been necessary f°11 Parties needing funds to go to a metropolitan area. Since there 14elle no large cities in North Carolina, it was difficult for a bank in allY One city to grow to the point where it could take care of the needs c't its sizable customers. However, by operating in a series of strategic It had been possible for Wachovia to build up a banking institution thai. ' could take care of nearly any customer. He went on to say that Wachovia had no interest in entering any other towns in the State except , }tick° which occupies a strategic location, and that there was no ate prospect for going into Hickory because the local bank that Wacho— via worked with desired to retain its independent status. 3370 11/19/58 -6- Mr. Watlington said that during the past four years numerous banks in smaller cities had approached Wachovia with a view to merging btlt that Wachovia had no desire to run a "Bank of America" operation. Iristeaoill it was Wachovia's preference to make its facilities available thr°1101 correspondent bank arrangements as far as the smaller communities 14ere concerned. In all, Wachovia hail been approached by 18 banks with total deposits of $176 million and total resources of $192 million; six Of those banks subsequently merged with other banks. In the communities /There it operates, Wachovia had established 20 branch offices in recent Years) not to smother competition but to make banking facilities available t strategic locations. It had followed a policy of working with corre- sPondent banks by furnishing analytical services designed to make the rations of those banks more sound and profitable. In 1957 and 1958 811eh services had been rendered to 50 smoller banks. In further comments, Mr. Watlington traced the growth of Wachovia's accounts since 1939 and the source of the capital increases. He cealed. attention to the conservative dividend pattern, said that Wachovia laanned to continue to add to its capital structure by following practices acillerecl to in the past, and observed that the capital growth could not be ttributed principally to merger transactions. With regard to services l'eliciered to smaller borrowers, he said an analysis two years ago showed that 90 per cent of Wachovia's loans were in the amount of 4;5,000 or less. )IC 11/19/58 -7- Mr. Watlington concluded by saying that Wachovia had no present intention of entering into any additional mergers except that it would want to give serious consideration to any proposal that might arise in the town of Hickory. Mr. Graham commented on the competition afforded by four savings 414 loan associations in the city of Wilmington and the continuing growth Of those associations. He then commented on the strong leadership afforded since 1931 by the president of Wilmington Savings & Trust who died l'eeentlY and said that no provision had been made within the institution to -Lill the place occupied by that former officer. Through the years, he said, the Wilmington bank had been close to the Wachovia organization, and it continued to maintain a correspondent relationship even after W4chovia entered the city of Wilmington. In all the circumstances, the ai ectors of the Wilmington bank concluded that it would be in the best of merger. Interest of that bank and the community to accept the plan The Proposal had been submitted to the stockholders, there had been aiscussion with the State Bank Commissioner, who gave the plan his ' 131pr°va1, the Federal Reserve Bank had been contacted, and there was an inaication that it would recommend favorably. O Only three stockholders, ina a total of 70 shares, voted against the merger, and the bank's el111310Yees were satisfied. Since the announcement of the merger the 0th el" Wilmington banks had already taken steps which indicated a bl'OMening of services and intensified competition. Also, Mr. Graham 11/19/58 -8- said, Wilmington Savings & Trust had been handicapped in some instances by its legal loan limit in dealing with larger borrowers and at times had found it difficult to place excess lines. Like Mr. Davis, Mr. Graham referred to the steps already taken by the two banks in anticiPation of the merger. For this reason, he said, the position of the local bank would be gravely injured if the merger did not go through. He then reviewed the location of banking offices in Wilmington and stated that if any existing branch of the two banks involved in the Proposed merger should be closed it would be difficult to provide adeqUate banking services to the community. He felt that this would be Particularly true in the case of the Third Street office. Mr. Bethel discussed the features of the original application e•hd the modifications embodied in the revised proposal. He suggested that the modified application could be distinguished from one requesting aPProval of the establishment of additional branches; it involved simply a' request for permission to continue in operation certain offices that 43, previously been established pursuant to applicable provisions of of ' In this connection, he said that Wachovia was not unaware 1834 developments in the matter of the Old Kent Bank and Trust Company (Grand by RaPicls, Michigan) and wondered why its proposal should be "shattered the implications of that case". He said that Wachovia could see nothing the picture that would adversely affect the competitive situation in Wilnlington or the Wilmington area, that Wachovia would lose standing with the public and with its customers, both in Wilmington and throughout 11/19/58 -9- the State, that it would suffer irreparably if it tried to retrace its steps and not consummate the merger, and that it was difficult for Waehovia to see why it should not be permitted to cash checks, receive deposits, and make loans at the Third Street office. Mr. Ruffin stated that he had been a director of The Wilmington Savings & Trust Company for a number of years and was scheduled to become Chairman of the local Board of Directors if the merger should he consummated. He then developed information regarding the wartime eccmomy of the Wilmington area and the efforts made more recently to bring in industries of various types. °Ile of continuing progress. The picture, as he saw it, was Mr. Ruffin stated that the local bank's airectors unanimously endorsed the merger proposal and that there already were evidences of increased competition in the local banking /3ieture, particularly on the part of the remaining independent bank. Ile felt strongly that operation of the Third Street office was essential to serve the public adequately, especially because that office provided service to customers coming across the river into the city. Of Consolidation the Wachovia office on North Front Street and the main office of Wilmington Savings & Trust, he said) would be accomplished as soon as 14/roPriate studies developed a satisfactory solution for handling the eombi-flea volume of business at one location. Close over After referring to the relationships between Wachovia and Wilmington Savings & Trust manY years, Mr. Ruffin -- like others who had spoken previously -the damage that would be caused if the merger were not 3379 11/19/58 -10- consummated. He then said that as a layman interested in the future Of the Wilmington area and dedicated to building up business in eastern North Carolina, he hoped that the Board might give favorable consideration to the application. Governor Balderston inquired about any plans of Wachovia for further expansion in the cities where it now operates, and Mr. Watlington replied that Wachovia had no plans for further mergers in those cities, in fact had rejected one proposal in recent weeks. However, it might want to open additional branches in those cities, as occasion made that desirable ,to provide service in certain areas. Governor Robertson stated that he had no question regarding the elellient of good faith, the quality of Wachovia's operations, or the 84PPort that Wachovia had rendered to the financing of industries in North Carolina. However, he did question the comments that had been Illade to the effect that competition would be increased as a result of the proposed merger. While he recognized that at this point a negative decision might pose difficulties because of the steps that had been taken in 84ticipation of the merger, he pointed out that the Board had a l'esPonsibility to make decisions on the basis of what it conceived to be the Public interest, and this in turn related to competition. The Present proposal would result in eliminating one bank out of four in the city Of Wilmington, and Wachovia was now in a position to extend financing to industries in would be true if the area to almost the same extent that the pr oposal were carried out. 3380 11/19/58 -11- Mr. Davis responded that seven banking offices would exist in Wilmington following the merger, of which only three would be under the control of Wachovia, and said he did not feel that competition would be seriously affected. In every community which Wachovia had entered, he selid, its presence had stimulated competition, and there was already evidence of this in Wilmington. He felt that the big job of Wachovia after the merger might be to hold customers in the area. Governor Robertson agreed that the entrance of Wachovia into Wilmington in 1955 might well have stimulated competition but pointed Out that the step now proposed would eliminate one of the banking units that had been stimulated. He then outlined a hypothetical case where a large bank in a community would request permission to absorb the two Other banks, thus eliminating all competition, and stated that the dee ision in such a case would seem to be very clear. However, the deci-sion might not be as clear if the proposal would eliminate one of three banks. Therefore, the problem tended to get down to a matter of degree. Mr. Davis concurred. He added that in Wilmington, where three ballks and seven offices would remain, it was difficult for him to see that the effect on competition would be serious enough to require (ilsaPproval of the transaction. Of Mr. Watlington referred to a number other cities where Wachovia operates and where the total number of e°/11Pet1ng banks was three or less. He indicated that in several itistances the pattern involved Wachovia, a large competing bank, and 4 smaller independent bank. 33(-4 11/19/58 -12- Mr. Tate pointed out that from 1933 until about 10 years ago there were only three commercial banks in Wilmington, for the present 134nk of Wilmington was operating as a Morris Plan industrial bank. Chairman Martin then stated that in this case there was no question of lack of good faith on anyone's part. The Board, he said, Welcomed this opportunity to gain additional insight into the problem from the standpoint of the banks concerned but it must be realized that the Board had a great many cases of similar nature. He went on to say that the Board would reconsider the case but that it must do so in the light of broad problems which involve elements of judgment and trends, bcYth short-run and long-run. To the best of its judgment the Board 11111st endeavor to carry out what appeared to be the intent of the Congress, as indicated by existing legislation. The representatives of Wachovia Bank and Trust Company and The Willilington Savings & Trust Company then withdrew from the meeting. Governor Mills, who was to be out of town the remainder of this week) said that the picture drawn by the Wachovia and Wilmington repre8entatives had not changed his judgment regarding the fundamentals of the probiem. Nor had the meeting served to suggest to him a reversal Of the Board's earlier decision; if anything, the discussion had 8tengthened his opinion that the Board's original decision was correct. 144110via had now modified its application in such a manner that approval c)f the merger by the Board was not required, but unless the Board's 11/19/58 -13- decision should be changed Wachovia must now decide whether to operate certain branches in contravention of that decision pending a determination by the courts concerning the Board's authority. Items circulated or distributed to the Board. The following items, which had been circulated or distributed to the Board and copies Of which are attached to these minutes under the respective item numbers illdicated, were approved unanimously: Item No. Letter to the Federal Reserve Bank of St. Louis in 1 ;,e1 1 31Y to a question regarding certain sections of .egulation T. Letter to the Presidents of all Federal Reserve Banks except New York discontinuing the requirement that certain preliminary figures on required reserves and 4.eserve balances be telegraphed to the Board daily. 2 Letter to the Presidents of all Federal Reserve Banks ransmitting forms for the use of State member banks rd their affiliates in submitting reports as of the xt call date. (To be sent when the forms are printed) 3 ; 1114a1 Order and Statement approving the application of ,T1cOhio Corporation, Columbus, Ohio, to acquire shares The Kenton Savings Bank, Kenton, Ohio. u,r--1- order and Statement approving the application of t,1.0a Bond & Mortgage Company, Port Angeles, Washington, u acquire shares of Forks State Bank, Forks, Washington. 5 Pin-1 un,c4-1- Order and Statement approving the application of Bond & Mortgage Company) Port Angeles, Washington, o acquire shares of Bank of Sequim, Sequim, Washington. 6 Letter to the Presidents of all Federal Reserve Banks 7 par.2?rning the question of borrowing by examiners, with ---Lcular reference to borrowing from nonmember banks. 1/ 1/ . 13Proved in a form reflecting an editorial suggestion by Governor Balderston. 11/19/58 All of the members of the staff except Messrs. Sherman and ICenYon then withdrew from the meeting. Activity of recently appointed branch director. There had been circulated to the members of the Board a letter to Chairman Martin dated November 12, 1958, from Chairman Van Buskirk of the Federal Reserve Bank Of Cleveland, and an enclosed letter from Mr. James N. Land, Senior Vice Pr esident of the Mellon National Bank and Trust Company of Pittsburgh Pennsylvania who had been appointed as a director of the Pittsburgh /31'anch beginning January 1, 1959. Mr. Land pointed out that as the bank's economist he edits a weekly publication entitled "Monetary Indicators" in which he sometimes interprets Federal Reserve policy and occasionally predicts future policy. The question raised was Irhether this activity should be terminated or circumscribed in view of Mr. Land's service as a branch director. In discussion the view was expressed that it would be inappro Priate for Mr. Land, as a branch director, to comment on Federal Reserve Policy in a private publication. that His readers, it was noted, might assume whatever was written had as a basis inside information derived by *. Land through his Federal Reserve service. 1 ZtOd Accordingly, it was that Chairman Martin would advise Chairman Van Buskirk 14f°rmally that in the view of the Board Mr. Land should refrain from about Federal Reserve policy in the Mellon publication or decline the appointment to the Pittsburgh Branch Board of Directors. 3384: 11/19/58 -15- Appointment of director at Oklahoma City. At the meeting on Monday, November 17, it was understood that Governor Shepardson would °btain information regarding the qualifications of Mr. Robert N. McClung who had been suggested for possible appointment to the Board °I' Directors of Oklahoma City Branch of the Federal Reserve Bank of 444sas City. After Governor Shepardson's report it was agreed unanimously to ascertain whether Mr. Don Dennis, rancher in Grady, Oklahoma, would c pt appointment, if tendered, as a director of the Oklahoma City Branch for the two-year term beginning January 1, 1959, with the 'Understanding that if he would accept, the appointment would be made. The meeting then adjourned. Se-artke arY BOARD OF GOVERNORS 1301ti**4.* OF THE FEDERAL RESERVE SYSTEM % A* Item No. 1 11/19/58 WASHINGTON 25. D. C. * ay ADDRESS orriciAL CORRESPONOENOt TO THE BOARD ,/ t, 41. Vrittgr °004aa*- November 191 1958 Mr. George E. Kroner, Vice President, Federal Reserve Bank of St. Louis, P. 0. Box 442, St. Louis 66, Missouri. Deal' Mr. Kroner: This is in reply to your letter of October 29, 1958, • re garding a question raised by the Joseph G. Petersen Company, St. Louis,Missouri, concerning the application of sections gke)(1)(A) and 4(c)(5) of Regulation T. of a It is understood that a broker who is a member national securities exchange arranges for the underwriting of a readily urch bona Church -A issue. The customers of the broker have available funds for the purchase of these bonds and desire to make o t Payment immediately upon issuance of the securities in order from the 4 _ a void accrued interest. Although a firm commitment 4.::suer exists, title search, printing and other mechanical .;'Pects of the issue often prevent the physical delivery of the bonds obviate until almost the date of the issue. In order to the also in Possibility of accrued interest above noted, and 1,o.er to allow the purchasers sufficient time to secure their cis, the broker sometimes desires to confirm purchases of the 14d delivery and pay-me,,,a in question more than seven days before "I', without designating them as "when, as and if issued." "prompt" payment Section 4(c) of Regulation T requires with provides, event, Speci .al Cash Account, and in any eertaln seven within made , da exceptions, that payment should be c)':72i.from the date of purchase. Section 4(o)(5) allows the pe7ltor to treat the transaction as one in which the applicable the date of purchase 0„ Imd is not seven days, "but 35 days after the understanding with made 'at(Ile", if a good faith purchase is actual delivery. against fu1 Payment is to be made promptly in a HOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Mr. George E. Kroner —2— in your letter The Board agrees with the view expressed tha+ in the circumstances indicated, the transactions would comply with sections 4(c)(1)(A) and 4(c)(5) of Regulation T. h G. Petersen It is noted that the letter of the Josep are "informed °mPany, attached to your letter, states that they :9-so that religious and church bond issues are exempt from any negulation T provisions". In order to avoid any misinterpretation the error of that °n this matter, it might be wise to point out ()Pinion in your reply thereto. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 3386 BOARD OF GOVERNORS OF THE 44.40 4 fffl t% FEDERAL RESERVE SYSTEM Item No. 2 11/19/58 WASHINGTON 25, D. C. %) :1 \ 4 ADDRESS OFFICIAL CORRESPONDENCE TO THE EIOARD t,440.4.* November 199 1958. Dear Sir: This refers to the Board's letter of December 17; 19579 reguesting that preliminary figures of reserve balances; required reserves, bor rowings, and float be telegraphed daily to the Federal Reserve Bank of New York. toAs indicated therein; duplications of data were being furnished New York and the Board and their elimination would be considered after ?mparisons were made of preliminary and final data. The comparisons curnished cor ed the Board of preliminary figures telegraphed to New York with later figures telegraphed to the Board, and subsequent exj P rienoe with these data; indicate that summaries prepared in New York of "e preliminary figures received there are satisfactory for Board purposes. Since the preliminary figures are needed first in New York and shoul 44 arrive there by 9330 a.m.; Eastern Time; you may discontinue for to the Board the previously requested daily telegrams of CELL (re !quired reserves of reserve city banks); CAFE (reserve balances of reserve banks), and CARD (reserve balances of country banks); beginning with they t4 second Thursday after the date of this letter and Chicago may discon' senue its similar daily telegrams of CARL, CLEM, and COKE for central rerve city banks. 4 As mon as final daily figures or estimates are available, they sholo anr1--Lu be compared with the preliminary figures already wired to New York ,IT::_substantial differences should be telegraphed to New York. Minor rerences of less than $2 million may be ignored or noted on the followopg daY's telegram. Telegraphic requests for explanations or confirmation unusual changes will be sent from New York. 1T When final figures of member bank deposits; reserves; and borrow trips are being prepared on forms F.R. 422 and 413, they should be compared with cl,n averages of preliminary data previously telegraphed and any unusual -Lirerences noted. -2At least temporarily9 the Federal Reserve Bank of New York has adopted the formula that has been used in the Boardvs Division of Bank Operations for making daily estimates of required reserves of country banks. This formula does not yield accurate results in many of the computation periods9 but it was reviewed at the Reserve Banks in response to the Boardvs letter of April 49 1955 (December 279 1954 to San Francisco) and later was a subject of further study bya System research committee. The Boards staff will continue its search for an improved estimating formula that does not impose a further reporting burden on country banks. If similar studies should be made at your ! 4nk9 it will be appreciated if a summary of the results is forwarded tio the Board. Very truly yours9 Secretary. To PRESIDENTS OF ALL FEDERAL RESERVE BANKS EXCEPT NEW YORK ( Copy to New York) s BOARD OF GOVERNORS OF THE Item No. FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS 3 11/19/58 OFFICIAL CORRESPONDENCE TO THE BOARD Dear sir: The indicated number of copies of the following forms are being alad :fded to your Bank under separate cover for use of State member banks coh2neir affiliates in submitting reports as of the next call date. A of each form is attached. Htlitiber of Form F.R. 105 (Call No. 150), Report of condition of State member banks. Form p.fl. 105e (Revised November 1955), Publisher's copy of report of condition of State member banks. Form F.R. 105e-1 (Revised November 1955), Publisher's copy of report of condition of State member banks. Form F.R. 105e-2 (Revised November 1955), Publisher's copy supplement. Form F.R. 220 (Revised March 1952), Report of affiliate or holding company affiliate. Form F.R. 220a (Revised March 1952), Publisher's copy of report of affiliate or holiLog company affiliate. 1958, All of the forms are the sam as those used on September 24, Very truly yours, Merritt Sherman, Secretary. 1, 410 ,Lonlares pr PREsIDEins OF ALL FEDERAL RESERVE BATTS UNIal) STATES OF AMERICA Item No. 11/19/58 4 BEFORE THE BOARD OF GOVERNORS OF THE i.EDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of BANCOHIO CORPORATION ' for prior approval of acquisition of voting shares of The Kenton Savings Bank ••••• ORDER APPROVING APPLICATION FOR PRIOR APPROVAL UNDER BANK HOLDING COMPANY ACT There having come before the Board of Governors, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (12 USC 1842) and section 4(a)(2) of the Board's Regulation Y (12 CFR 222.4(a)(2 )).9 an application on behalf of BancOhio Corporation, an Ohio corporation with its principal office in Columbus, for the Board's prior approval Of acquisition of up to 100 per cent of the 3,000 outstanding voting shares of capital stock of The Kenton Savings Bank, Kenton, Ohio; a 40tice of Tentative Decision, referring to a Tentative Statement, on said application having been published in the Federal Register on °ctober 30, 1958; the said Notice having provided interested persons an °PPortunity, before issuance of the Board's final order, to file obi . ections or comments upon the facts stated and the reasons indicated in the Tentative Statement; and the time for filing such objections and comments having expired and no such objections or comments having been filed; 3391 IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that the said application be and hereby is granted and the acquisition by BancOhio Corporation of up to 100 per cent Of the outstanding voting shares of The Kenton Savings Bank, Kenton, Ohio, is hereby approved, provided that such acquisition is completed within three months from the date hereof. Dated at Washington this 19th day of November, 1958* By order of the Board of Governors. Voting for this action: Chairman Martin, Vice Chairman Balderston, and Governors Szymczak, Mills, Robertson and Shepardson. Absent and not voting: Governor Vardaman. (signed) Merritt Sherman Merritt Sherman, Secretary. (sta) n 363Q() BOARD OF GOVERNORS OF THE FLDERAL RESERVE SYSTEM APPLICATION BY BANCOHIO CORPORATION, COLUMBUS, OHIO, FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF THE KENTON SAVINGS BANK, KENTON, OHIO STATEIENT BancOhio Corporation, Columbus, Ohio (hereafter referred to as"BancOhio"), a bank holding company, has applied, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 ("the Act"), for the Board's prior approval of the acquisition of up to 100 per cent of the 3,000 outstanding voting shares of The Kenton Savings Bank (hereafter referred to as "Kenton"), a commercial bank located in Kenton, Ohio. Views and recommendations of Superintendent of Banks. As required by section 3(b) of the Act, the Board gave notice of the application to the Superintendent of Banks for the State of Ohio. The SiTerintendent interposed no objection to the application. Statutog factors. - Section 3(c) of the Act requires the 13°4rd to take into consideration the following five factors: (1) the financial history and condition of the holding company and bank concerned; (2) their prospects; (3) the character of their management; (4) the convenience, needs, and welfare of the communities and the area concerned; and (5) whether or not the effect of the acquisition Iv°111d be to expand the size or extent of the bank holding company aYetem involved beyond limits consistent with adequate and sound t -2- banking, the public interest, and the preservation of competition in the field of banking. Discussion. 4-, It appears that the financial history and condition, the prospects, and the management of both BancOhio and Kenton are satisfactory. The city of Kenton (population of about 8,700) is the county seat of Hardin County and is served by three commercial banks, including Kenton. With deposits of about 5 million, Kenton is the largest bank in the city and the county. it operates two branches, one about 9-1/2 miles north and one about 9-1/2 miles south of the City. There is no evidence that control of Kenton by BancOhio would be inconsistent with the convenience, needs,and welfare of the area concerned. On the other hand, it seems probable that acquisition of control of Kenton by BancOhio would be followed by a broadening of banking services and thus contribute to the convenience and welfare °f the area involved. BancOhio now controls 21 commercial banks with a total of 47 banking offices and deposits in excess of $608 million. The banks are located in 19 Ohio counties, principally in the central an4 south-central parts of the State. BancOhio's principal bank is located in Columbus, the State capital, and it has two other banks in the same county; otherwise, no county contains more than one of BancOhio's subsidiary banks. Control of Kenton by BancOhio would bring within the holding e°111PanY system the largest bank in a county in which BancOhio is not now operating. It would cause BancOhio to control (a) the largest of -3— three banking offices in the city of Kenton and about 43 per cent of the total deposits held by such offices, and (b) three of the ten banking offices in Hardin County and about 25 per cent of their deposits. In the counties in which it would be operating after the Proposed acquisition, the holding company would control about 26 per cent of commercial banking offices and 44.6 per cent of their total deposits, as compared with its present control of 24.5 per cent of offices and 44.3 per cent of such deposits in the same counties. The proposed acquisition would not reduce the number of "mPeting banking offices in the area or otherwise eliminate any substantial banking competition. It does not appear that any of BancOhio's present subsidiaries competes appreciably in the city of 1Centon or in Hardin County. The nearest present subsidiary of IllancOhio is more than 20 miles distant from the nearest branch of ICenton. The history of BancOhio suggests that the transaction would not be likely to result in its domination of banking in the area co ncerned. In the circumstances, it is the Board's opinion that the Proposed transaction would not expand BancOhio's system beyond limits e°11eistent with adequate and sound banking, the public interest, or the Preservation of competition in the field of banking. Conclusion. - The above views were incorporated in the Tentative Statement issued in connection with the Notice of Tentative 1/ecision published in the Federal Register on October 30, 1958 (23 FR 8413) affording interested persons an opportunity to submit comments on or Objections to the Board's proposed action, and no such comments or objections were received within the period specified for their submission. In the light of the facts stated and for the reasons indicated, it is the Board's judgment that approval of the application would be in accordance with the factors stated in section 3(c) of the Act and with the purposes of the Act, and that, accordingly, the application should be aPProved. It is so ordered. Item No. 5 11/19/58 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of UNION BOND & MORTGAGE COMPANY for prior approval of acquisition of voting shares of Forks State Bank ORDER APPROVING APPLICATION FOR PRIOR APPROVAL UNDER BANK HOLDING COMPANY ACT There having come before the Board of Governors pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (12 USC 1843) and section 4(a)(2) of the Board's Regulation y (12 CFR 222.4(a)(2)), an application on behalf of Union Bond & Mortgage Company, whose Principal office is in Port Angeles, Washington, for the Board's Prior approval of the acquisition of 30 additional shares of the outstanding voting shares of Forks State Bank, Forks, Washington; a Notice of Tentative Decision referring to a Tentative Statement, on said application having been published in the Federal Register on October 30, 1958; the said Notice having provided interested persons an oPportunity, before issuance of the Board's final order, to file °I0jecti0n5 or comments upon the facts stated and the reasons indicated it the Tentative Statement; and the time for filing such objections and comments having expired and no such objections or comments having been filed; 33t.7 IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that the said application be and hereby is granted and the acquisition by Union Bond & Mortgage Company of 30 additional shares of Forks State Bank, Forks, Washington, is hereby approved, provided that such acquisition is completed -within three months from the date hereof. Dated at Washington this 19th day of November, 1958. By order of the Board of Governors. Voting for this action: Chairman Martin, Vice Chairman Balderston, and Governors Szymczak2 Mills, Robertson and Shepardson. Absent and not voting: Governor Vardaman. (signed) Merritt Sherman Merritt Sherman, Secretary. (SPAL) BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY UNION BOND & MORTGAGE COMPANY, PORT ANGELES, WASHINGTON, FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF FORKS STATE BANK, FORKS, WASHINGTON STATEMENT Union Bond & Mortgage Company, Port Angeles, Washington (hereafter referred to as "Union") has applied, pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (the "Act"), for the Board's prior approval of the acquisition of direct ownerof 30 shares of the capital stock of Forks State Bank, Forks, Washington ("Forks"). As required by section 3(h) of the Act, the Board gave n°tice of this application to the Supervisor of Banking for the State Of Washington and requested his views and recommendations. In his letter to the Board, the State Supervisor of Banking stated in part: "Union Bond & Mortgage Company has for many years held a substantial stock interest in Forks State Bank with the knowledge and approval of this division. I will therefore interpose no objection to the acquiring by Union Bond & Mortgage Company of thirty additional shares." Section 3(c) of the Act requires the Board to take into c°nsideration the following five factors: (1) the financial history arid condition of the holding company and the bank concerned; : -2- (2) their prospects; (3) the character of their management; (4) the convenience, needs, and welfare of the communities and the area concerned; and (5) whether or not the effect of the acquisition would be to expand the size or extent of the bank holding company system involved beyond limits consistent with adequate and sound banking, the public interest, and the preservation of competition in the field Of banking. Union now owns 23.5 per cent of the outstanding shares of Forks. In addition, it owns more than 25 per cent of the stock of each of two other banks and 24.5 per cent of the stock of a fourth bank. The proposed acquisition of additional stock of Forks would cause Union to own exactly 25 per cent of the outstanding shares of that bank. It further appears that the proposed acquisition of 30 additional shares would not affect control of the bank. With respect to the first three statutory factors, it aPPears that the financial history and condition, prospects, and management of both Union and Forks are satisfactory. In the circum- Stances of this case) the proposed acquisition would in no way affect the convenience, needs, and welfare of the communities and the area Concerned, nor would the acquisition result in any expansion of the 81-Ze or extent of Unionls system of banks. Conclusion. - The above views were incorporated in the Tentative Statement issued in connection with the Notice of Tentative Isecision published in the Federal Register on October 30, 1958 (23 '4 lin 01 , - 0412) affording interested persons an opportunity to submit comments on or objections to the Board's proposed action, and no such comments or objections were received within the period specified for their submission. In the light of the facts stated and for the reasons indicated, it is the Board's judgment that approval of the application would be in accoance with factors stated in section 3(c) of the Act and with the Purposes of the Act and that, accordingly) the application should be aPProved. t is so ordered. UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Item No. 11/19/58 6 WASHINGTON, D. C. In the Matter of the Application of UNION BOND & MORTGAGE COMPANY for prior approval of acquisition of voting shares of Bank of Sequim ORDER APPROVING APPLICATION FOR PRIOR APPROVAL UNDER BANK HOLDING COMPANY ACT There having come before the Board of Governors pursuant to section 3(a)(2) of the Bank Holding Company Act of 1956 (12 USC 18)43) and section 4(a)(2) of the Board's Regulation Y (12 CFR 222.4(a)(2)), an application on behalf of Union Bond & Mortgage Company, whose Principal office is in Port Angeles, Washington, for the Board's Prior approval of the acquisition of 10 additional shares of the outstanding voting shares of Bank of Sequim, Sequim, Washington; a Notice c't Tentative. Decision referring to a Tentative Statement, on said 4PP1ication having been published in the Federal Register on October 30, 1958; the said Notice having provided interested persons an opportunity, before issuance of the Board's final order, to file objections or e°111nients upon the facts stated and the reasons indicated in the entative Statement; and the time for filing such objections and "z)rrIrtients having expired, and no such objections or comments having been filed; 3402 -2- IT IS HEREBIORDERED, for the reasons set forth in the Board's Statement of this date, that the said application be and hereby is granted and the acquisition by Union Bond & Mortgage Company of 10 additional shares of Bank of Sequiml Sequim, Washington, is hereby approved, provided that such acquisition is completed within three months from the date hereof. Dated at Washington this 19th day of November, 1958. By order of the Board of Governors. Voting for this action: Chairman Lartin, Vice Chairman Balderston, nne Covcrners Szymczal:, Lills, Robertson and .;;Ilepardsen. Absent and not votinv: Governor Vardaman. (Signed) Merritt Sherman Merritt Sherman, Secretary. 3403 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY UNION BOND & MORTGAGE COMPANY, PORT ANGELES, WASHINGTON, FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF BANK OF SEQUIM, SEQUIM, WASHINGTON STATEMENT Union Bond & Mortgage Company, Port Angeles, Washington (hereafter referred to as "Union") has applied, pursuant to sec- ti°n 3(a)(2) of the Bank Holding Company Act of 1956 (the "Act"), for the Board's prior approval of the acquisition of direct ownerof 10 shares of the capital stock of Bank of Sequim, Sequim, Washington ("Sequim"). As required by section 3(h) of the Act, the Board gave notice of this application to the Supervisor of Banking for the State of Washington and requested his views and recommendations. It1 his letter to the Board, the State Supervisor of Banking stated in part: "Union Bond & Mortgage Company has for many years held a substantial stock interest in the Bank of Sequin with the knowledge and approval of this division. I will therefore interpose no objection to the acquiring by Union Bond & Mortgage Company of 10 additional shares." -2- Section 3(c) of the Act requires the Board to take into consideration the following five factors: (1) the financial history and condition of the holding company and the bank concerned; (2) their prospects; (3) the character of their management; (4) the convenience, needs, and welfare of the communities and the area concerned; and (5) whether or not the effect of the acquisition would be to expand the size or extent of the bank holding company sYstem involved beyond limits consistent with adequate and sound banking, the public interest, and the preservation of competition in the field of banking. Union now owns 24.5 per cent of the outstanding shares of Sequim. In addition, it owns more than 25 per cent of the stock of each of two other banks and 23.5 per cent of the stock of a fourth bank. The proposed acquisition of additional stock of Sequim would eauee Union to own exactly 25 per cent of the outstanding shares of that bank. It further appears that the proposed acquisition of 10 additional shares would not affect control of the bank. With respect to the first three statutory factors, it appears that the financial history and condition, prospects, and planagement of both Union and Sequim are satisfactory In the cil'cumstances of this case, the proposed acquisition would in no waY affect the convenience, needs, and welfare of the communities -3and the area concerned, nor would the acquisition result in any expansion of the size or extent of Union's system of banks. Conclusion. - The above views were incorporated in the Tentative Statement issued in connectioivwith the Notice of Tentative Decision published in the Federal Register on October 301 1958 (23 FR 8412) affording interested persons an opportunity to submit comments on or objections to the Board's proposed action, and no such comments or objections were received within the period specified for. their submission. In the light of the facts stated and for the reasons indicated, it is tlie Board's judgment that approval of the application would be in accordance with factors stated in section 3(c) °lb the Act and with the purposes of the Act, and that, accordingly, the application should be approved. It is so ordered. Item No. 7 11/19/58 S-1680 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON 25. D. C. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD November 20, 1958. Dear Sir: At the last Conference of Representatives of the Bank Examination Departments of the Federal Reserve Banks, the question of borr"Ing by examiners was discussed, with particular reference to the matter of borrowing from nonmember banks. It was indicated by the 13°ard'5 representatives that the subject would be reviewed. As examiners and assistant examiners for Federal Reserve Banks have no general authority to examine nonmember banks, the Board will interpose no objection to their borrowing from nonmember banks appropriate purposes, except in the limited class of cases referred to below. This represents a modification of the position stated the Board's letter X-7638 of October 14, 1933, (FRLS #9180) which -Ls hereby cancelled. Section 218 of the Criminal Code prohibits an examiner or assi stant examiner of member banks of the Federal Reserve System from '1,, cc?Pting a loan or gratuity from any bank examined by him. Accordexaminers and assistant examiners for the Federal Reserve Banks ofe prohibited from borrowing from State member banks. Section 217 t he Criminal Code prohibits an officer, director, or employee of a 13'"K which is a member of the Federal Reserve System or an insured ank from making or granting any loan or gratuity to any examiner or istant examiner who examines or has authority to examine such bank. is would appear to prohibit loans by a national bank to examiners ,lau:ssistant examiners for Federal Reserve Banks as the System has al:riority to examine such bank.“ For the same reason, this would )c) appear to prohibit loans to such examiners by any insured bank re-L°h is an affiliate of a State member bank or is a subsidiary of a istered bank holding company or of a holding company affiliate ch holds a voting permit from the Board. 4 /4 4 As these sections of the Criminal Code apparently are de111-neci to prevent examiners from borrowing from banks examined by a0 , 171 °r which they have authority to examine, the statutes would not 14ar to aPP'Y to obligations of examiners which are acquired by till s from the original nonbank lenders. However, the Board conIles of the view that, as a matter of sound policy, examiners and 34 -2- S-1680 assistant examiners should not be permitted to participate in any examlhation or investigation of a bank to which they are indebted. As heretofore expressed in letter S-1462 of July 16, 1952, (FRLS #6522) regarding special examiners and special assistant examiners for the Federal Reserve Banks, the criminal provisions of law regarding tile granting of loans to examiners and assistant examiners who examine Or have authority to examine member banks could be held applicable by the Department of Justice to a bank loan obtained by a special examiner. T herefore, as indicated in the above letter, at the time of designation a special examiner or special assistant examiner, the employee should ,Q.se informed of the provisions of law which make it a criminal offense ._°r an officer, director, or employee of a member bank or of an insured 'rlk to make or grant any loan to an examiner or assistant examiner w110 examines or has authority to examine such bank, and subject the xaminer to criminal action if he accepts a loan from any bank examined Y him. All employees designated as special examiners or special ”sistant examiners should continue to submit annual reports of indebtedness as described in the Board's letter S-1018 of March 24, 1948, (FRLS #905)4). (Letter S-1462 of July 16, 1952, is hereby superseded.) Z The Board feels that, in considering applicants for appointm r-lt to positions on the examining staffs of the Reserve Banks, men 'ould not be selected who are involved financially or are heavily in ,?bto However, a proposed appointee need not be precluded from con' lderation merely because of indebtedness incurred for an appropriate P eurPcse. In approving proposed new appointments to the position of Bxamlher or assistant examiner of persons indebted to banks, the I'd's approval will be granted with the restriction that such persons be permitted to participate in any examination of such banks until ne indebtedness has been liquidated. r Very truly yours, Merritt S Secretary. PRESIDENTS OF ALL FEDERAL RESERVE BANKS