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Minutes for To: October 19, 1960 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, 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. Szymczak Gov. Mills Gov. Robertson Gov. Balderston Gov. Shepardson Gov. King 101.0 t Minutes of the Board of Governors of the Federal Reserve System on Wednesday, October 19, 1960. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. The Board met in the Board Room at 10:00 a.m. Martin, Chairman Balderston, Vice Chairman Szymczak Mills Robertson Shepardson Sherman, Secretary Hackley, General Counsel Solomon, Director, Division of Examinations Hooff, Assistant General Counsel Hostrup, Assistant Director, Division of Examinations Mr. Rudy, Special Assistant, Legal Division Mr. Landry, Assistant to the Secretary Mr. Leavitt, Supervisory Review Examiner, Division of Examinations Mr. Mr. Mr. Mr. Mr. Item circulated to the Board. The following item, which had been circulated to the Board and a copy of which is attached to these minutes as Item No. 1, was approved unanimously: Letter to Southwest Bank of St. Louis, St. Louis, Missouri, consenting to the retirement of its outstanding preferred stock. Application of Marine Corporation (Items 2 and 3). Pursuant to the understanding reached at the meeting of the Board on September 30, 1960, there had been distributed a memorandum dated October 13, 1960, from Mr. R114 attaching a Notice of Tentative Decision, Tentative Statement, and ess release indicating Board approval of the application by The Marine ' Pl C°rPoration, Milwaukee, Wisconsin, to acquire 6o per cent or more of the Irc3ting shares of Oak Creek Marine National Bank, Oak Creek, Wisconsin. 31b sequent1 y, a revised draft of pages 3, 4, and 5 of the Tentative Statement 10/19/60 -2- had also been distributed to the Board in the light of certain suggestions made by Governor Mills. Following an observation by Mr. Hackley that one further change in wording of the Tentative Statement would be desirable, unanimous aPproval was given to the issuance of a Notice of Tentative Decision and Tentative Statement in the form attached as Items 2 and 3, respectively. Messrs. Hostrup and Rudy then withdrew from the meeting. Report on competitive factors (Louisville and Middletown, Kentucky). CoPies had been distributed of a draft of report to the Comptroller of the Currency on the competitive factors involved in a proposed merger of Liberty National Bank and Trust Company of Louisville, Louisville, Kentucky, With Bank of Middletown, Middletown, Kentucky. This report concluded as follows: Constituent banks appear no more than nominally competitive. Bank of Middletown evidently enjoys relative freedom from competition, by reason of geographical removal from competitive service areas, and such competition as it faces would originate from the solicitation of large accounts in its area by the major Louisville banks. Liberty National is one of such major banks, but enjoys no dominant position over other Louisville banks in soliciting such business. The effects of the proposed transaction on competition do not appear adverse. The report was approved unanimously. The meeting then adjourned. Secretary's Notes: Governor Shepardson today approved on behalf of the Board a memorandum dated October 13, 1960, from Mt. Koch, Adviser, Division of Research and Statistics, recommending the appointment of Vita Rose Monaco as Statistical Clerk in that Division, with basic annual salary at the rate of $4,145, effective the date of entrance upon duty. 3940 1 19/60 3Pursuant to the request contained in a memorandum dated October 14, 1960, from Mr. Brill, Associate Adviser, Division of Research and Statistics, Governor Shepardson today granted permission for him to review, for the American University, a doctoral dissertation in the field of corporate finance. Secretary BOARD OF GOVERNORS OF THE t 1/4 ; 1 400 Item No. 1 10/19/60 FEDERAL RESERVE SYSTEM 4 4. * WASHINGTON 25, O. C. ADDRESS OFFICIAL CORRESPONDENCE 'C'kftat titti000,,5* TO THE BOARD October 191 1960 Board of Directors, Southwest Bank of St. Louis, St. Louis, Missouri. Gentlemen: Pursuant to your request submitted through the Federal Reserve Bank of St. Louis, the Board of Governors of the Federal Reserve System hereby gives its consent, 'under the provisions of Section 9 of the Federal Reserve Act) to the retirement of $220,000 outstanding preferred stock of Southwest Bank of St. Louis, St. Louis, Missouri. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. 3942 Item NO. 2 10/19/60 BOARD OF GOVERNORS OF THE Fv,DERAL 1- ESERVE SYSTEM NOTICE OF TENTATIVT, MCISION ON APPLICATION FOR PRIOR APPROVAL OF ACQUISITION BY A BANK HOLDING COMPANY OF VOTING SHARES OF A BANK Notice is hereby given that, pursuant to sect:Ion 3(a) °I' the Bank Holding Company Act of 1956, The Marine Corporation, Milwaukeel wisconsin, a bank holding company, has applied for the Board's prior approval of the acquisition of 60 per cent or 111°re of the 20,000 vcting shares of Oak Creek plarine National Bank, °O. Creek, Wisconsin. Information relied upon by the Board in tilaking its tentative decision is summarized in the Board's Tentative Statement of this date, which is attached hereto and ad a part hereof, and which is available for inspection at the Otti ce or the Board's Secretary, at all Federal Reserve Banks, atd a the Office of the Federal Register. The record in this proceeding to date consists of the 4P1° ication, the Board's letter to the Comptroller of the rICY inviting his views and recommendations on the application, the 'reply of the Comptroller, this Uotice of Tentative Decision, 44d the facts set forth in the Board's Tentative Statement. 41')( -2For tne reasons sat forth in the Tentative Statement, the Board proposes to grant the application. Notice is further given that any interested person may, not later than fifteen (15) days after the publication of this n°tice in the Federal Register, file with the Board in writing allY comments upon or objections to the Board's proposed action. Communications should be addressed to the Secretary, Board of Governors of the Federal Reserve System, Washington 25, D. C. Following expiration of the said 15-day period, the Board's Tentative Decision will be made final by order to that effect, unless for good cause shown other action is deemed aPPropriate by the Board. Dated at Washington, D. C., this 19th day of October 1960. By order of the Board of Governors. (Signed) Merritt Sherman Merritt Sherman, Secretary. sThAL 3944 Item No. 3 10/19/60 BOARD OF GOVERNORS OF THE FEDTRAL RESERVE SYSTEM APPLICATION BY THE MARINE CORPORATION, MILWAUKEE, WISCONSIN, FOR PRIOR APPROVAL OF ACQUISITION OF VOTING SHARES OF THE OAK CREEK MARINE NATIONAL BANK, OAK CREEK, WISCONSIN TENTATIVE STATEMENT The Marine Corporation, Milwaukee, Wisconsin ("Marine"), a bank holding company, has applied, pursuant to section 3(a)(2) Of the Bank Holding Company Act of 1956 ("the Act"), for the rd'8 8c/a prior approval of the acquisition of 60 per cent or more ct the 20,000 voting shares of p , opos,-C n uank, to be called the U111- Lr7?.ek iarinc ilet)onal 3ank, Oak Creek, Wisconsin ("Bank"). Views and recommendations of the Comptroller of the '211 .17L.Sz. — As required by section 3(h) of the Act, the Board r°1'Ilarded notice of the application to the office of the Comptroller or the Currency. The Comptroller responded by recommending approval the transaction. Statutory factors. — 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 ban, 4 concerned; (2) their prospects; (3) the character of their -2- management; (4) the convenience, needs, and welfare o2 tue communities and area concerned; and (5) whether or not the effect or 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 ct competition in the field of banking. Discussion. - Marine now has four subsidiary banks in Milwaukee County, one in adjacent Waukesha County, and one in the citY of Green Bay. Its principal subsidiary is Marine National Exchange Bank, the third largest bank in Milwaukee County. The city of Oak Creek has a population of about 9,300. Its area of about 29.5 square miles occupies the southeastern Pc3rti0n of Milwaukee County, and is bounded on the north by the south citiesof Ailwaukee, Cudahy, and South Milwaukee, and on the bY the Milwaukee County line. The application includes a "Comprehensive City Plan" report dated February 5, 1959, which contains a statement that retail trade and service establishments are widely scattered, and a greater central focus, functional al'rangenlentynd chopper con eni-nces n-ed to he ,,evelo, d. Mine points out tnat the urban development of the area has been ec3r4Paratively slow, due primarily to financial and other hindrances 11111°h have been cleared away in the last two years. hp The °mPrehensive City Plan" report estimates that the population ' q Oak Creek will be about 19,000 in 1965. _3— The site of the Bank would be approximately 10-1/2 miles tr°111 downtotm Milwaukee, and would be located at the approximate c'graphic center of the city of Oak Creek in a shopping center Ilhich is to be constructed on a 60-acre tract. Other developments newly designated downtown area of Oak Creek include a City 411 end Administration Building, a high school (on both of which ()ristruction is expected to be started in 1960), and an apartment 1)17°Ject nou under construction or planned for the near future which consist of a total of 1,600 apartments. The plant of the largest elliP10Yer in the city is within one-half mile of the proposed bank site. The financial history and condition, prospects, and manage4t1t cf both irarine and Bank are satisfactory. A consideration of the factor "convenience, needs, and treit are of the communities and area concerned" lends rather strong rt for approval of the application. This conclusjoa is based upon (1) th -e fact that there is now no bank in the city and that the tuo 144:11,, 8 ' nearest the proposed bank site are 3-1/2 miles distant in South a -ee; (2) the existing population of the city and the anticipated 01t- thereof; (3) the potential for increased industry; and (4) the rathe r extensive municipal and private construction under way and in the Planning stage in the immediate vicinity of the proposed bank site. An additional judgment roquirPd of the Board by section 3(c) th e Act is whether the effects c Le proposed acquisition would be to e, 4'zParld the size or extent of :.arinol holding company system -4c beyond limits consistent with adequate and sound banking, the publi interest, and the preservation of banking competition. of commercial Marine now controls four of the 46 offices banks in Alwaukee County. The total deposits of such banks amount to on A,661 million, of which Marine's banking offices hold '21.5 milli or about 13 per cent. 'Aarinels acquisition of Bank would not appear to involve an undue concentration of banking resources. control a large Marine and two other bank holding companies Proportion of the deposits held by all commercial banks in Milwaukee County. g factor in However, this is not regarded as a controllin of this case in view of the situation in the primary service area , and 8ank and the considerations with respect to "convenience, needs welfare" mentioned above. derived prinIt is probable that Bank's business would be eiPally from Oak Creek. The two existing banks most likely to be affected by the establishment and operation of Bank would be the two barlks in South Milwaukee. One of these, South Milwaukee Marine Bank, than i8 a subsidiary of Marine and, according to Marine, holds less ns 0,000 of deposits of individuals, partnerships, and corporatio Bank. (IPC) deri'ed from the anticipated primary service area of The Other bank in South - ilwaukee, the Home State Bank, is not a subsidiary its would not ()t any bank holding company, and having no time depos competition of be competing with Bank for such deposits. The main Q. Home State for demand IPC deoosits would continue to be South Milwaukee liarine Bank, and as between those two banks the competitive situation would not be clanged by the proposed acquisition. Accordingly, Bank's acquisition by Marine would not, in the Board's judgment, have any material adverse effect upon Home State Bank or other banks. The Board concludes that the proposed acquisition would not exPand the size or extent of Marine's holding company system beyond linlits consistent with adequate and sound banking, the public interest, and the preservation of competition in the field of banking. Conclusion. - Viewing the relevant facts in the light of the eneral purposes of the Act and the factors enumerated in section 3(c), it is the judgment of the Board that the proposed acquisition would be consistent with the statutory objectives and the public interest and that the application should be approved. October 19, 1960.