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Minutes for To: Members of the Board From: Office of the Secretary November 24, _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 If initials will indicate approval of the minutes. e indicat 1 s initial You were not present, your only that you have seen the minutes. Chm. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane Gov. Maisel 3 Minutes of the Board of Governors of the Federal Reserve System 011 Wednesday, November 24, 1965. The Board met in the Conference Room adjacent to the Board Room at 9:30 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Robertson Shepard son Mitchell Daane Maisel Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Young, Senior Adviser to the Board and Director, Division of International Finance Mr. Molony, Assistant to the Board Mr. Fauver, Assistant to the Board Mr. Hackley, General Counsel Mr. Brill, Director, Division of Research and Statistics Mr. Farrell, Director, Division of Bank Operations Mr. Solomon, Director, Division of Examinations Mr. Johnson, Director, Division of Personnel Administration Mr. Kelleher, Director, Division of Administrative Services Mr. Kakalec, Controller Mr. Harris, Coordinator of Defense Planning Mr. Daniels, Assistant Director, Division of Bank Operations Mrs. Semia, Technical Assistant, Office of the Secretary Mr. Grimwood, Chief, Liaison Office, Office of Defense Planning Messrs. J. G. Dickerson, Jr., Vice President of the Federal Reserve Bank of Richmond, and Donald L. Strange-Boston of the firm of Marcellus Wright & Partners, architects Relocation facility. Pursuant to previous authorization by he Board, the Federal Reserve Bank of Richmond had engaged an architecplans 41'41 firm (Marcellus Wright & Partners) to prepare preliminary 11/24/65 -2- to for a joint relocation facility for the Board and the Richmond Bank, be used during normal times principally as a communications and records center, currency storage facility, and data processing center. Various aspects of the proposal were discussed in distributed memoranda from the Division of Bank Operations dated November 19, 1965, from the Committee °a Relocation Arrangements (Messrs. Farrell, Kelleher, and Harris) dated November 22, 1965, and from Mr. Schwartz, Director, Division of Data Processing, dated November 22, 1965. relocation At today's meeting Mr. Harris commented on the over-all Plans of the Federal Government and the relation to them of the proposed joint facility for the Board and the Richmond Reserve Bank. d drawings and a Messrs. Dickerson and Strange-Boston displaye for m°del showing the principal characteristics of the preliminary plans the proposed facility and commented on the rationale underlying selection sad accommodation of the various features incorporated therein. They thea responded to a number of questions raised by members of the Board certain suggestions indicated that consideration would be given to that were made. Board Room, with The meeting then recessed and reconvened in the all members of the Board present and the following members of the staff in attendance: Mr. Mr. Mr. Mr. Sherman, Secretary Kenyon, Assistant Secretary Molony, Assistant to the Board Fauver, Assistant to the Board 11/24/65 -3- Mr. Hackley, General Counsel Mr. Brill, Director, Division of Research and Statistics Mr. Farrell, Director, Division of Bank Operations Mr. Solomon, Director, Division of Examinations Mr. Johnson, Director, Division of Personnel Administration Mr. Kakalec, Controller Mr. Hexter, Associate General Counsel Messrs. O'Connell and Hooff, Assistant General Counsel Mr. Leavitt, Assistant Director, Division of Examinations l Mr. Sprecher, Assistant Director, Division of Personne Administration Mr. Bass, Assistant Controller Mrs. Semia, Technical Assistant, Office of the Secretary the Messrs. Heyde, Plotkin, Robinson, Sanders, and Shuter of Legal Division of Messrs. Egertson, Lyon, Noory, and Sidman of the Division Examinations Discount rates. The establishment without change by the Federal and Reserve Bank of Boston on November 22, 1965, of the rates on discounts advances in its existing schedule was approved unanimously, with the unders tanding that appropriate advice would be sent to the Bank. Circulated or distributed items. The following items, copies of which are attached to these minutes under the respective item numbers indicated, were approved unanimously: Item No. !,etter to Valley Bank and Trust Company, Springfield, 4assachusetts, approving the establishment of a branch at Boston and Fernbank Roads. 1 ;1.?tter to Farmers State Bank of Illiopolis, Illiopolis, waiving the requirement of six months' notice ut withdrawal from membership in the Federal Reserve SYstem. 2 Letter to the Federal Deposit Insurance Corporation arding the application of American State Bank, Lubbock, Texas, for continuation of deposit insurance 1.1,fter withdrawal from membership in the Federal eserve System. 3 11/24/65 -4Item No. Letter to the Federal Reserve Bank of San Francisco aPProving a revision of the employees' salary structures at the head office and branches. 4 Letter to the Federal Reserve Bank of St. Louis aPProving the appointment of Beryl F. Jones as Federal Reserve Agent's Representative at the Memphis Branch. 5 Application of Society Corporation (Items 6 and 7). There had been distributed drafts of an order and statement reflecting the Board's a pproval on October 11, 1965, of the application of Society Corporation, Cleveland, Ohio, to acquire voting shares of The North Madison Banking C°111Pany, North Madison, Ohio. After a discussion during which agreement was expressed with certain changes in the statement suggested by Governor Mitchell, the issuance of the order and statement was authorized. Copies of the docu- as Items 6 rilents, in the form in which they were issued, are attached and 7 No. 8). Application of Hunterdon County Trust Company (Item There had been distributed a memorandum dated November 22, 1965, from the of an application Division of Examinations regarding certain aspects °f Hunterdon County Trust Company, Califon, New Jersey, to establish a County. ilranch in Annandale, Clinton Township, Hunterdon A file on the 4PPlication had previously been circulated. in March The application was filed with the State authorities 1965, and they had given their permission on November 15. The application -5- 11/24/65 was received in the Board's offices on November 16, and the branch was established on November 18. New Jersey law provided so-called office in an officially Protection, under which only a bank that had an office constituted political subdivision such as a township could establish additional de novo offices there. In September 1965 two national banks , which applied for permission to establish branches in Clinton Township had no banking office until Hunterdon County Trust Company opened its branch there on November 18. With the opening of that branch, the two branches in national banks were precluded by State law from establishing the township. considered The memoranda stated that the factors usually in connection with branch applications were satisfactory, and the entry Of Hunterdon County Trust Company into the area should increase competition in that it would provide another alternative to services offered by the miles nearest banking offices, which were branches from 2-1/2 to 4-1/2 for branches away operated by the two national banks that had also applied in Clinton Township. had prompted Discussion included comments on the reasons that Runterdon County Trust Company to open its branch in advance of approval by the Board; on interest that had been evidenced in the matter by the Press; and on the rules of priority that had for many years been observed by the applications. Federal bank supervisory agencies in regard to branch Comment was made that if the branch of Hunterdon County Trust Company would have resulted in overbanking in the community or in probable damage • r-T it, )4. i 11/24/65 -6- to an existing institution, it would seem appropriate for the Board to deny the application, but such considerations were not present. At the conclusion of the discussion the establishment of the branch was approved unanimously as of today's date, such action to be It was announced routinely and without special explanation or comment. understood that members of the press who made inquiries would be advised that the application had been weighed in the light of all of the factors ordinarily considered in connection with a branch application. If s pecific inquiry should be made as to whether the Board proposed to take action under the Federal Reserve Act due to the opening of the branch Prior to Board approval, response would be made in the negative. A copy of the letter in which the applicant was informed of the Board's a pproval of the branch application is attached as Item No. 8. San Francisco National Bank matter. Mr. O'Connell reported for s of the Board's information regarding a suit filed by certain depositor San Francisco National Bank, San Francisco, California (which had been closed earlier this year), against the Federal Reserve Bank of San 4ancisco, the national bank and its directors, and the Federal Deposit Insurance Corporation. The complaints against the Reserve Bank alleged that it had acted improperly in granting advances to the national bank ile having knowledge that it was in perilous condition, and that the 4serve Bank had accepted collateral for those advances in excessive amount and had selected that collateral from among the best assets of - 381( 11/24/65 -7- the national bank. The suit asked a judgment that the Reserve Bank be relegated to the status of a subordinated rather than a preferred creditor and that it be required to give up the notes and securities it had received as collateral. Service of the complaint had been made while de positions were being taken from officers of the Reserve Bank in conElection with the pending suit brought by the Federal Deposit Insurance Corporation against A. M. R., Inc., et al., and the taking of those depositions had been discontinued pending stipulation of counsel or court order. It was understood that the Board would be kept informed of further developments in regard to the litigation. Regulation F: form for filing amendments (Item No. 9). There had been distributed a memorandum dated November 23, 1965, from the Legal Division and the Division of Examinations pointing out that many of the te gistration statements and periodic reports filed with the Board pursuant to Regulation F, Securities of Member State Banks, had required amendments to bring them into substantial compliance with the regulation. Pot* reasons set out in the memorandum, it appeared that the best way to advise banks clearly of the correct method of filing amendments would be through the use of a form. Porm A draft of such a form (to be designated 20) was attached to the memorandum. Publication of the form prior to its adoption was believed unnecessary because the form was solely fOr administrative convenience. sk. -8- 11/24/65 After discussion, the proposed form was approved unanimously, with the understanding that it would be published in the Federal Register as an addition to Regulation F. A copy is attached as Item No. 9. , All members of the staff then withdrew except Messrs. Sherman Kenyon, and Fauver and Mr. Morgan, Staff Assistant, Board Members' 0 fIces, entered the room. Director appointments. It was agreed to ascertain through the Chairman of the Federal Reserve Bank of Dallas whether the following Reserve Bank Persons would accept appointment, if tendered, as Federal °r branch directors for the terms indicated, with the understanding would that if it were found that they would accept, the appointments be made, with public announcement near the end of 1965: Houston, Kenneth S. Pitzer, President, Rice University, Bank Reserve Federal the of r directo C Texas, as a Class 1, 1966. January ng beginni term ear three-y of Dallas for the that Mr. (It was understood that, if it should be learned would be made Pitzer was not available, a similar inquiry Texas A. & M. With respect to James Earl Rudder, President, University, College Station, Texas.) College, El Paso, Joseph M. Ray, President, Texas Western of the Federal Texas, as a director of the El Paso Branch beginning term ear Reserve Bank of Dallas for the three-y January 1, 1966. Iron & Steel Company, George T. Morse, Jr., President, Peden Branch of the Houston the Houston, Texas, as a director of 1, 1966, January ng beginni Federal Reserve Bank of Dallas, r 31, Decembe g expirin term ear for the remainder of the three-y had who Peters, C. Lovett 1966. (Mr. Morse would succeed resigned.) ent of General Business, Francis B. May, Chairman of Departm as a director of the Texas, University of Texas, Austin, Bank of Dallas Reserve San Antonio Branch of the Federal 1, 1966. January ng for the three-year term beginni - 3812 11/24/65 -9- resignation It was noted that James McCormack had submitted his as of the end as a Class C director of the Federal Reserve Bank of Boston of November 1965. had By telegram dated November 18, 1965, the Board ment as advised Charles W. Cole, Amherst, Massachusetts, of his appoint a Class C director, to succeed Mr. McCormack, for the three-year term beginning January 1, 1966. tion, it was agreed In view of the date of Mr. McCormack's resigna that Mr. Cole's appointment should be made effective on a date earlier be feasible. than January 1, 1966, if inquiry revealed that this would Request for BancOhio application. Reference was made to a tequest from Congressman Paul H. Todd, Jr., for access to the applicontrol cation filed by BancOhio Corporation, Columbus, Ohio, to acquire Of First National Bank of Jackson, Jackson, Ohio. The application was ing the aPProved by the Board on October 11, 1965, but the order announc decision had not yet been issued. order and stateIt was agreed that upon issuance of the Board's would be made Trieht, which might be expected shortly, the application av ailable. The meeting then adjourned. Secretary's Notes: On November 23, 1965, of Governor Shepardson approved on behalf items: ng followi the Board the Boston (attached Item No. 10) Letter to the Federal Reserve Bank of assistant examiner. L-roving the appointment of James M. Scott as pn actions relating to the Board's Memoranda recommending the following staff: - 384" -10- 11/24/65 A ou_nent of Research and Statistics, Joyce Jamison as Librarian, Division . effective the date of wlth basic annual salary at the rate of $6,476, entrance upon duty. A.c.S.tptance of resigag.tion of Administrative Services, John Huey Johnson, Messenger, Division . effective at the close of business November 26, 1965 on Governor Shepardson today approved from um rand memo behalf of the Board a Division Susan Chapman, Personnel Clerk, esting requ on, rati of Personnel Administ rtment depa l loca a permission to work for s. basi e store on a part-tim 381 , Item No. 1 11/24/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD November 24, 1965 Board of Directors Valley Bank and Trust Company, Springfield, Massachusetts. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Valley Bank and Trust Company, Springfield, Massachusetts, of a branch at the d, corner of Boston Road and Fernbank Road, Springfiel n withi d lishe is estab h branc the Massachusetts, provided r. this lette of date two years from the Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke Assistant Secretary. the (The letter to the Reserve Bank stated that sion exten onth six-m a Board also had approved ; of the period allowed to establish the branch sted, reque be should and that if an extension the procedure prescribed in the Board's letter wed.) of November 9, 1962 (S-1846), should be follo Item No. 2 11/24/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OF-F.1mm. CORRESPONDENCE TO THE BOARD November 24, 1965 Board of Directors, farmers State Bank of Illiopolis, Illiopolis, Illinois. Ge ntlemen: The Federal Reserve Bank of Chicago has forwarded to the rioard of Governors a resolution by the board of directors of Farmers Si. ate Bank of Illiopolis, Illiopolis, Illinois, dated November 2, b 65, signifying your intention to withdraw from membership in the Rtiederal Reserve System and requesting waiver of the six months' Qtioe of such withdrawal. The Board of Governors waives the requirement of six 111°Ilths i notice of withdrawal. Upon surrender to the Federal Reserve Banu -" of Chicago of the Federal Reserve Bank stock issued to your stitution, such stock will be canceled and appropriate refund will Be made thereon. Under the provisions of Section 208.10(c) of the .ard'a Regulation H, your institution may accomplish termination of rt‘s.membership at any time within eight months from the date the 'totice of intention to withdraw from membership was given. O j Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. Item No. 3 11/24/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 CE ESPONDEN ADDRESS OFFICIAL CORR TO THE BOARD November 24, 1965 , The Honorable K. A. Randall, Chairman ion, orat Corp e Federal Deposit Insuranc Washington, D. C. 20429 Dear Mr. Randall: er of November 16, Reference is made to your lett ion of American State Bank, 1965, concerning the applicat r nce of deposit insurance afte Lubbock, Texas, for continua em. Syst rve Rese ral in the Fede Withdrawal from membership ve programs urged upon There have been no correcti not been fully have h the bank, or agreed to by it, whic that the Board rams prog such consummated, and there are no as conditions of admitting the would advise be incorporated oration as a nonmember of the bank to membership in the Corp Federal Reserve System. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. Item No. 4 11/24/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS °mow_ CORRESPONDENCE TO THE BOARD November 24, 1965 NTIAL FR ,1!r. Eliot J. Swan, President, Eederal Reserve Bank of San Franciscc, San Francisco, California 94120. Dear Mr. Swan: 1965, the Board of As requested in your letter of November 4, mum salaries for the maxi and vernors has approved the following minimum at the Federal es ctur tGesPective grades of the employees' salary stru I' . 1966 1, 'serve Bank of San Francisco, effective January GO Grad 2 3 5 6 8 9 10 12 13 14 is 16 San Francisco Los Angeles Minimum Maximum Portland Seattle Minimum Maximum Salt Lake City Minimum Maximum $ 3,240 $ 4,320 4,620 3,420 4,920 0 3,60 5,220 0 3,90 5,640 4,200 6,120 4,560 6,720 4,920 7,380 5,460 8,220 6,060 9,120 6,720 10,140 7,500 11,220 8,340 12,480 9,240 13,920 10,320 15,480 11,400 17,100 12,660 $ 3,120 $ 4,080 4,380 3,300 4,680 3,480 5,040 3,720 5,520 0 4,08 0 6,06 0 4,50 6,600 4,920 7,260 5,340 8,040 6,000 8,940 6,660 7,380 • 10,020 11,100 8,220 12,140 9,000 13,320 9,900 14,560 10,860 15,940 11,820 $ 2,880 $ 3,720 3,960 . 3,000 4,200 3,120 4,560 3,360 5,040 3,720 5,580 4,140 6,180 0 4,62 6,900 0 5,10 7,740 0 5,70 8,640 6,360 9,660 7,140 10,740 7,860 11,800 8,760 12,980 9,660 14,380 10,620 15,760 11,640 Hr. Eliot J. Swan -2- Salaries should be paid to employees within the limits 8Pecified for the grades in which their respective positions are classified. It is noted that all employees whose salaries are below the minimum of their grades as a result of these structure increases Will be brought within appropriate ranges by April 1, 1966 Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Item No. 5 11/24/65 BOARD Or GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 • ADDRESS OFFICIAL CORRESPONDENCE TO THE SOAR° November 24, 1965 M. Raymond Rebsamen, Chairman of the Board and Federal Reserve Agent, Federal Reserve Bank of St. Louis, St. Louis, Missouri. 63166 Dear Mr. Rebsamen: ned in your letter of In accordance with the request contai approves the appointment of November 12, 1965, the Board of Governors sentative at the Mr. Beryl F. Jones as Federal Reserve Agent's Repre effective January 1, Memphis Branch to succeed Mr. Leslie H. Fowler, 1966. g that Mr. Jones This approval is given with the understandin the Board will be solely responsible to the Federal Reserve Agent and t that, excep s, Of Governors for the proper performance of his dutie or a Agent ve Reser during the absence or disability of the Federal tant Assis the to vacancy in that office, his responsibility will be Federal Reserve Agent and the Board of Governors. duties as Federal When not engaged in the performance of his approval of the the may, with Reserve Agent's Representative, Mr. Jones the Memphis of e charg in Federal Reserve Agent and the Vice President sistent incon be not will Branch, perform such work for the Branch as tive. senta Repre With the duties as Federal Reserve Agent's is fully informed of the It will be appreciated if Mr. Jones of the staff of the r membe a importance of his responsibilities as e of independence from enanc maint Federal Reserve Agent and the need for nsibilities. the operations of the Bank in the discharge of these respo with the approval by the It is noted from your letter that, usual Oath of Office Board of Governors of Mr. Jones' appointment, the with signature cards. will be executed and forwarded to the Board along Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 382( Item No. 6 11/24/65 UNITED STATES OF AMERICA THE FEDERAL RESERVE SYSTEM BEFORE THE BOARD OF GOVERNORS OF WASHINGTON, D. C. 14 the Matter of the Application of aSOCIETY CORPORATION, 'leveland, Ohio, 1c)r approval of the acquisition of Madison Ifb°ting shares of The North Ohio, Madison, ' 4aracing Company, North UNDER ORDER APPROVING APPLICATION BANK HOLDING COMPANY ACT of Governors, pursuant to There has come before the Board Company Act of 1956 8ecti0n 3(a)(2) of the Bank Holding 222.4(a)(2) of Federal Reserve (12 U.S.C. 1342(a)(2)) and section of Society CorporaR egulation Y (12 CFR 222.4(a)(2)), an application bank holding company, for the Cleveland, Ohio, a registered of 30 per cent or more of Board's prior approval of the acquisition Madison Banking Company, North Madison, the voting shares of The North 3(b) of the Act, the Board In accordance with section receipt of the 40tified the Ohio Superintendent of Banks of - 3821 -2- aPplication and requested his views and recommendation thereon. The S4Perintendent recommended approval of the application. Notice of receipt of the application was published in the Pederal Register of July 14, 1965 (30 F. R. 8069), providing an °PPortunity for interested persons to submit comments and views with respect to the proposed acquisition. The time for filing such comments 444 views has expired, and all those received have been considered by the Board. IT IS HEREBY ORDERED, for the reasons set forth in the Boas Statement of this date, that said application be and hereby is a Pproved, provided that the acquisition so approved shall not be c°tIsummated (a) within seven calendar days after the date of this Order °r (b) later than three months after said date. Dated at Washington, D. C., this 24th day of November, 1965. By order of the Board of Governors. Voting for this action: Unanimous, with all members present. (Signed) Merritt Sherman flerritt Sherman, Secretary. Pia? r Item No. 7 11/24/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY SOCIETY CORPORATION, CLEVELAND, OHIO, FOR APPROVAL OF THE ACQUISITION OF SHARES OF THE NORTH MADISON BANKING COMPANY, NORTH MADISON, OHIO STATEMENT red Society Corporation, Cleveland, Ohio ("Applicant"), a registe baalk holding company, has filed with the Board, pursuant to section 3(a)(2) (If the Bank Holding Company Act of 1956 ("the Act"), an application f°r approval of the acquisition of 80 per cent or more of the voting Mares of The North Madison Banking Company, North Madison, Ohio ("Bank"). ty. - As Views and recommendation of supervisory authori required by section 3(b) of the Act, notice of receipt of the applicatiollwas given to, and views and recommendation requested of, the Ohio SI1Perintendent of Banks. The Superintendent recommended approval of the application. s the Statutory factors. - Section 3(c) of the Act require „ to4 4.0 to take into consideration the following five factors in acting 'Pon this application: (1) the financial history and condition of the holding company and the banks concerned; (2) their prospects; (3) e the character of their management; (4) the convenience, needs, and or are of the communities and the area concerned; and (5) whether extent 11°t the effect of the acquisition would be to expand the size or - 3823 -2- ts consistent Of the bank holding company system involved beyond limi ic interest, and the preserva14ith adequate and sound banking, the publ ti(3n of competition in the field of banking. prospects, and management of Financial history, condition, bank holding company in 4Ulicant and Bank. - Applicant became a banks: January 1965, and presently controls two Society National Bank Company, Eank of Cleveland ("National"), and The Fremont Savings banks operated 18 bankremont, Ohio. At December 31, 1964,1/— these million in deposits. Offices and, combined, held $555 National, ated 16 of these offices and APPlicant's principal subsidiary, oper held $537 million of deposits. is largely determined by Applicant's financial condition arly National. the condition of its subsidiary banks, particul mutual savings bank, national was organized by Society for Savings, a 44d commenced business in January 1956. As of December 31, 1953, its accounts wore transSc)eiety for Savings commenced dissolution, and ng a substantially red to National, resulting in National havi larger percentage of time and savings deposits than have other comcial banks of comparable size. Uhile National's net earnings earnings and invested capital is eition in relation to its gross ' Pc ercial banks of similar size, "mewhat lower than that of other comm total deposits represented 114e principally to the large portion of its 's past operation and history time and sayings accounts, National ing data noted are as of Unless otherwise indicated, all bank -uis date. , 3c4"' -3- the conclusion of growth, particularly in demand deposits, warrant that its - and therefore Applicant's - prospects for sound and factory. Profitable future operations are satis The managements of factory. APPlicant and its subsidiary banks are considered satis business in 1956, and its Bank was organized and commenced its at year-end 1964. (411Y Office had nearly $4 million in total depos cts are considered Its financial history and condition and its prospe to be satisfactory. satisBank's management is also considered to be has not fully met factory, although it appears that such management and the credit needs of the area, especially with respect to mortgage t loans. "nsumer loans, and some types of installmen As a result, been substantially less Eank's percentage of loans to deposits has on hip. than that for other banks shown to be competing within iladis Tcwns aggressive managemont, Affiliation with Applicant should result in more labich, in turn, would be expected to enhance Bank's prospects. the financial history, Accordingly, considerations bearing on tlIndition, prospects, and management of Applicant and Bank are consistent with approval of the application. the communities and the Convenience, needs, and welfare of 4=94_2921.unn21. - of Cleveland North Hadison is located 42 miles east 14 liadison Township, Lake County, Ohio. The current population of the current population 144ke County is estimated to be 182,000, and 2/ Of of Bank,— is estimated area ce servi ry prima the hip, tladison Towns of its The area from which Bank obtains approximately 71 per cent ns. ratio corpo and 'Posits of individuals, partnerships, -4- to be 10,000. y a suburban residential Madison Township is predominantl al sections. area having some agricultural and industri The principal on. Q 'ricultural activity in the area is nursery producti Eight light approximately 240, also industries, with a total labor force of ni/erate within the service area. isition of Bank will enable Applicant asserts that its acqu ram to the individuals and busi Ilank to (1) improve its lending prog electronic data processing rienses in the area, (2) have access to nt management services, and eltliPment, (3) offer securities investme (4) to its customers. Provide new and additional services d, the Board is satisfied On the basis of the record presente that ice rendition would prove of Applicant's proposed improved serv s and businesses ci4ect benefit to Bank, and indirectly to the resident 4 ( 'ank's primary service area. adequate and sound hankivig, Effect of proposed acquisition on egate deposits ing competition. - The aggr Jaic interest, and bank two banks would, by the addition million held by Applicant's about $559 million. °E Bank to Applicant's system,be increased to more than three per cent of "ticant would then control slightly the than four per cent of the total deposits in Lake County and less total deposits in the State of Ohio. ion to be anticipatad by The effect on banking competit th s would be concentrated in -xtentto which banking resource 401,1, t's acquisiton of Bank to be Lng company groups, were Applican ' -5- - 382C n requiring Board as a consideratio e°11summated, is nct viewed by the umbus, Ohio, the io Corporation, Col cOh Ban on. ati lic app aal c of the ing in the State, g company now operat antY other registered bank holdin has nties in which Applicant has no subsidiaries in any of the cou (31'1411 have subsidiaries. king systems largest banks and ban In addition, the five 5 per cent of all 1964 controlled 16. nd r-e yea at o Ohi ng in ati °Pet of all banks in cent of the deposits per 4 33. and s ice g off kin ban ing a tem of 22 banks, operat the State. BancOhio Corporation's sys ranked fourth in million in deposits, total of 71 offices with $809 operating 18 offices system of two banks, 44e, and Applicant's present in fifth in size. Measured with $555 million in deposits, ranked e each larger than independent banks wer tellus of deposits held, three y system, and either holding compan the combined bank subsidiaries of t and 23.9 per ted for 10.2 per cen together these three banks accoun in the State. offices and deposits cant, respectively, of the application bar to approval of the no n, nio opi s rd' In the Boa ch Applicant's ownerof the extent to whi is n tio era sid con Presented by eclose future sting competition or for exi ate min eli of Bank would approval 's subsidiaries. With the Competition between Bank and Applicant tiguous l be operating in two con wil ant lic App on, the °f applicati d, and Lake County n National is locate rei whe nty Cou ga "unties - Cuyaho er subsidiary, located. Applicant's oth is ice off y onl /4herein Bank's miles west of Cleveland pany, is located 85 Com k Ban s ing Sav /he Fremont in Sandusky County. or no competition There presently exists little between Applicant's subsidiaries and Bank. The nearest branch of , 32 miles west of Bank, National to North Madison is in Euclid, Ohio and located between Euclid and several offices of other banks are North Madison. North Madison area is Bank's principal competitor in the esville, Ohio, the Lake County National Bank of Painesville, Pain offices and held Mitch at June 30, 1964, operated eight banking d for 52 per cent of the 42 million of total deposits, which accounte total deposits in Lake County. two One of these offices is located south of Bank, in Madison. va, Bank also competes with four Gene three Ashtabula, Ohio, banks: branch offices of the following ion; (2) The Farmers (1) The Commercial Bank, with deposits of $6 mill The deposits of $35 million; and (3) 44tionel Bank and Trust Co., with ' Northeastern Ohio National Bank with deposits of $29 million, six miles east of Bank. In Ceneve is located in Ashtabula County, l competitors has /Flew of the fact that each of Bank's principa Bank, and since no subsidiary Posits comparable to or greater than concerned, significant extent in the area f Applicant competes to any ion it appears to the Board that consummation of the proposed acquisit present competitive picture in that 14°4141 not significantly alter the titeas ns warrant, in the Board's The foregoing consideratio acquisition proposed would not result °Pinion, a finding that the 30, 1964. ueposit figures are as of June -7t's system inconsistent in an expansion of the size or extent of Applican , or the preservation vith adequate and sound banking, the public interest °f banking competition. vant facts as contained in On the basis of all the rele the light of the factors set the record before the Board, and in d's judgment that erth in section 3(c) of the Act, it is the Boar with the public interest, the proposed transaction would be consistent and that the application should, therefore, be approved. kveinber 24. 1965. 382t:' Item No. 8 11/24/65 RNORS BOARD OF GOVE OF THE STEM FEDERAL RESERVE SY 20551 WASHINGTON, O. C. EBPONDENCE ADDRESS orriciAL C0RR TO THE BOARD November 24, 1965 Board of Directors, y, Hunterdon County Trust Compan . sey Califon, New Jer Gentlemen: the Federal The Board of Governors of ment by ish abl est Reserve System approves the n, New ifo Cal y, Compan Hunterdon County Trust ip nsh Tow n nto Cli Jersey, of a branch in the ted ora orp inc (un ale Municipal Building, Annand , nty Cou don ter Hun area), Clinton Township, New Jersey. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 4 tOr -r TITLE 12 - BANKS AND BANKING Item No. 9 11/24/65 CHAPTER II - FEDERAL RESERVE SYSTEM VE SYSTEM SUBCHAPTER A - BOARD OF GOVERNORS OF THE FEDERAL RESER [Reg. F] PART 206 - SECURITIES OF MEMBER STATE BANKS Form for Amendments is added: 1. Effective December 1, 1965, the following 206.45 Form for amendment to registration statement or periodic report of bank Form F-20). FORM F-20 REPORT OF BANK AMENDMENT TO REGISTRATION STATEMENT OR PERIODIC General Instructions A. be used as a The form set forth hereinafter is not to blank form to be filled in but is intended solely as a guide in the filed registration stateParation of an amendment to a previously or report. ements Attention should be given to the general requir in § 206.4(u). g(Iverning amendments, which are prescribed B. and caption of each The amendment shall contain the number ted, as amended, item being amended and each such item shall be resta ill its entirety. a note or schedule Where a financial statement, or note, or schedule related thereto, is being amended, such statement, likewise shall be restated in its entirety. M BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTE 20551 C. D. , ngton Washi orZ c) ‘..4.4. Is AMENDMENT NUMBER to 1/ on FORM F- 2/ Pursuant to Section 12 or 13 of the Securities Exchange Act of 1934 charter) (Exact name of bank as specified in (Address of principal office) the following items, The undersigned bank hereby amends financial statements or exhibits, constituting part of the aforesaid s tatement or report, as set forth in the pages attached hereto: ments, exhibits, (List all such items, financial state ed). or other portions amend the Securities Exchange Act Pursuant to the requirements of this amendment to be signed on its Qf 1934, the bank has duly caused duly authorized. behalf by the undersigned, thereunto Name of Bank Date By (Print name and title of signing officer under signature) ed, n of statement or report being amend 1 ---7— Indicate appropriate designatio ended "Annual Report for year such as "Registration Statement" or • December 31, 19 ". which the statement or report was V Indicate the number of the form on filed, such as "Form F-1". -3- Dated at-Washington, D. C.,- this 26th day of November, 1965. BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (Signed) Merritt Sherman Merritt Sherman, Secretary. ANNEMINIMMEIMMIEMENEEm - Item No. 10 11/24/65 BOARD OF GOVERNORS ..... ' Of Got;• .cf • 4k&.' 4: * k OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 CE ADDRESS orriciAt. CORRESPONDEN TO THE BOARD November 23, 1965 Vice President, Mr. Luther M. Hoyle,'Jr.„ on, Bost Federal Reserve Bank of 06 021 Boston, Massachusetts. Dear Mr. Hoyle: est contained in In accordance with the requ 1965, the Board approves ydur letter of November 12, Scott as an assistant the appointment of James M. rve Bank of Boston. Please examiner for the Federal Rese the appointment. advise the effective date of Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.