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Minutes for To: Members of the Board From: Office of the Secretary October 29, 1965 Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement with respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, please initial below. If you were present at the meeting, your initials will indicate approval of the minutes. If you were not present, your initials will indicate only that you have seen the minutes. Chm. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane Gov. Maisel - :3421 Minutes of the Board of Governors of the Federal Reserve System on Friday, October 29, 1965. PRESENT: Mr. Mr. Mr. Mr. Mr. Mr. The Board met in the Board Room at 10:00 a.m. Balderston, Vice Chairman Robertson Shepardson Mitchell Daane Maisel Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Young, Adviser to the Board and Director, Division of International Finance Mr. Cardon, Legislative Counsel Mr. Fauver, Assistant to the Board Mr. Solomon, Director, Division of Examinations Miss Eaton and Mrs. Semia of the Office of the Secretary Mr. Morgan, Staff Assistant, Board Members' Offices Messrs. Brill, Holland, Koch, Partee, Solomon, Axilrod, Eckert, and Gramley of the Division of Research and Statistics Messrs. Hersey, Katz, Sammons, Reynolds, and Baker of the Division of International Finance Mr. Furth, Consultant Money market review. Messrs. Axilrod and Eckert presented a review of financial developments, with special reference to the Government securities market and bank credit. Tables were distributed on financial and monetary indicators, as well as perspective on money and capital markets and bank reserve utilization. demand deposits was also distributed. A chart on growth in The staff responded to various questions asked by members of the Board, after which Mr. Baker discussed foreign exchange market developments. . 01A 1)1 t 404, -2- 10/29/65 All members of the staff then withdrew except Messrs. Sherman, Kenyon, Young, Fauver, Brill, Solomon (Examinations), and Sammons, and Mrs. Semia and the following entered the room: Mr. Hackley, General Counsel Mr. Johnson, Director, Division of Personnel Administration Messrs. Shay and Hooff, Assistant General Counsel Mr. Leavitt, Assistant Director, Division of Examinations Mr. Via, Senior Attorney, Legal Division Messrs. Achor, Egertson, and Maguire of the Division of Examinations Discount rates. The establishment without change by the Federal Reserve Bank of Minneapolis on October 27, 1965, and by the Federal Reserve Banks of Cleveland, Richmond, St. Louis, Kansas City, and Dallas on October 28, 1965, of the rates on discounts and advances in their existing schedules was approved unanimously, with the understanding that appropriate advice would be sent to those Banks. 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. Letter to United California Bank, Los Angeles, California, approving the establishment of three branches at specified locations in San Francisco, Pasadena, and La Jolla. 1 Letter to The Union Commerce Bank, Cleveland, Ohio, approving an extension of time to establish two branches in Shaker Heights. 2 Letter to Citizens National Bank of Dallas, Dallas, Texas, granting its request for permission to maintain reduced reserves. 3 11) k.),‘ 10/29/65 -3Item No. Letter to the Federal Deposit Insurance Corporation regarding the application of Fidelity Bank and Trust Company, Houston, Texas, for continuation of deposit insurance after withdrawal from membership in the Federal Reserve System. Letter noting Bank's a trip to the Federal Reserve Bank of New York without objection an extension of the foreign travel program for 1965 to include by Vice President Rozell to Ethiopia. 4 5 Letter to the Secretary of the Federal Advisory Council transmitting a list of topics suggested for discussion at the November 1965 meeting of the Council. 6 Letter to the Federal Reserve Bank of Richmond approving the payment of salary to Gerald L. Wilson as Assistant Cashier of the Baltimore Branch at the rate fixed by the Bank's Board of Directors. 7 In connection with Item No. 1 Governor Maisel noted that the related memorandum from the Division of Examinations indicated that United California Bank proposed to acquire servicing contracts and other assets of Marble Mortgage Company, San Francisco, and to establish the three branches for which approval was requested at the present division offices of the mortgage company, with no intention of operating a general banking business at those locations. In response to his request for a review of the Board's general position in regard to acquisition of mortgage servicing contracts by State member banks, the staff brought out that this had come to be an established banking practice and was not considered to be a change in the character of a -4- 10/29/65 bank's business such as to require Board approval under the first standard condition of membership. Governor Maisel then inquired about objections the Board had raised in regard to certain mortgage activities proposed to be undertaken by Mercantile Trust Company, St. Louis, Missouri. The staff brought out among other things that the problem in regard to the Mercantile Trust proposal had arisen partly because the bank sought to acquire the stock of a mortgage company through a wholly-owned subsidiary. United California's proposal, however, did not involve a stock acquisition. Further, the question in the Mercantile Trust matter had turned upon the definition of a branch in Federal law and the operation of out-of-State branches. Report on competitive factors (Lebanon-Advance, Indiana). A report to the Federal Deposit Insurance Corporation on the competitive factors involved in the proposed purchase of assets and assumption of liabilities of State Bank of Advance, Advance, Indiana, by The Boone County State Bank, Lebanon, Indiana, was approved unanimously for transmittal to the Corporation. The conclusion read as follows: The proposed acquisition of assets and assumption of liabilities of State Bank of Advance by The Boone County State Bank, Lebanon, would eliminate some competition between the two banks; however, in view of the relatively small size of Advance Bank, as well as the existence of other banking alternatives, the overall effect on competition should not be adverse. Report on competitive factors (Colby, Wisconsin). After a dis- cussion during which editorial changes in the body of the report and - 34 -5- 10/29/65 changes in the conclusion were agreed upon, unanimous approval was given to the transmittal to the Federal Deposit Insurance Corporation of a report on the competitive factors involved in the proposed consolidation of Colby State Bank and Security State Bank of Colby, both of Colby, Wisconsin. The conclusion, in the form approved, read as follows: Security State Bank of Colby and Colby State Bank are banks of approximately equal size and competitive capability, serving the same area with the same banking services. The proposed transaction would eliminate the competition that naturally exists in these circumstances as well as the potential for further competition. While there are several alternate banking facilities fairly close to Colby, there are no others in the community, and hence the effect of the proposed consolidation on competition is adverse. Application of Union Bank (Items 8 and 9). There had been distributed drafts of an order and statement reflecting the approval by the Board on October 13, 1965, of the application of Union Bank, Los Angeles, California, to merge with The Republic National Bank of San Diego, San Diego, California. After a discussion during which there was agreement with several suggestions for changes in the statement, the issuance of the documents was authorized. Copies of the order and statement, as issued, are attached as Items 8 and 9. Branches in mobile facilities (Items 10, 11, and 12). There had been distributed a memorandum dated October 26, 1965, from the Division of Examinations regarding applications from Manufacturers and 10/29/65 -6- Traders Trust Company, Buffalo, New York, for establishment of four branches at specified locations in the Towns of Porter, Lewiston, and Newfane, Niagara County, and in the Town of Clarence, Erie County. Each of the branches was to be operated two days a week, with each of two mobile units serving two of the locations. The memorandum pointed out that this was the first time the Board had been asked to approve the establishment of mobile banking offices, although at least five other applications of a similar nature were now under consideration by state and Federal Reserve Bank officials. (The present proposal was to be distinguished from pick-up and delivery services at a customer's office as agent of the customer.) The memorandum discussed guidelines established by the Superintendent of Banks of the State of New York for mobile branch facilities and commented on alternative degrees of restrictions that the Board might wish to consider if it decided to approve the establishment of the branches. However, it was the Division's recommendation that the applications be approved Without unusual conditions attached. Attached to the memorandum was an analysis of the member bank's proposal prepared by the Federal Reserve Bank of New York, in which it was noted that a national bank in Albany had introduced mobile banking in the Second Federal Reserve District in June of this year under a mode of operation and through the use of facilities similar to those contemplated by Manufacturers and Traders Trust Company. 3430 -7- 10/29/65 Governor Maisel suggested that if approval of the applications would constitute a precedent decision, this fact be announced in the Federal Reserve Bulletin. In recent conversations with bankers' groups he had found a great deal of interest in whether this type of operation would be approved. The staff brought out that the Board's general position had been that provision of mobile service, such as armored car service, constituted a branch operation; and under the definition of "branch" in Federal statutes, a separate branch permit appeared to be necessary for each stop at which such a unit operated. Approval of the instant applications would be consistent with that position, but this was the first time the Board had been requested to approve establishment of branches incident to such a plan. The proposal of Manufacturers and Traders Trust was compared with other arrangements the Board had approved, such as seasonal facilities and temporary branch quarters in a trailer during construction of permanent housing. Suggestion was made that any statement in regard to the Board's approval make clear the limitations on the arrangement. At the conclusion of the discussion the applications of Manufacturers and Traders Trust Company were approved unanimously. A copy of the letter informing the member bank of this decision is attached as Item No. 10, and a copy of the transmittal letter to the Federal Reserve Bank of New York is attached as Item No. 11. It was - 343I -8- 10/29/65 understood that the staff would consider what type of announcement of the Board's action would seem most appropriate. Secretary's Note: The Federal Reserve Banks were subsequently informed of the Board's action in a letter, a copy of which is attached as Item No. 12. Request for Board letter regarding Citizens and Southern reorganization (Item No. 13). There had been circulated a memorandum from Mr. Hackley dated October 22, 1965, in connection with a request for a copy of a letter addressed by the Board on April 14, 1965, to the Federal Reserve Bank of Atlanta in regard to a reorganization proposal involving Citizens and Southern National Bank and Citizens and Southern Holding Company, both registered bank holding companies of Savannah, Georgia. The proposal contemplated that shareholders of the national bank would donate their shares in the holding company to the national bank, which at that time held such shares as trustee for those shareholders. The Board's letter stated that consummation of the proposal would not violate section 4 of the Bank Holding Company Act, that Board approval was not required under section 3(a) of the Act, and that the transaction would not constitute a purchase of stock by the bank for its own account in violation of section 5136 of the Revised Statutes. A request for the letter had been made by an officer of Bank of Indiana, National Association, Gary, Indiana, on the ground that the latter bank was "interested in the possibility of owning the - 34"2 t '40 -9- 10/29/65 stock of its holding company." (The bank was not at present controlled by a registered bank holding company, but was a subsidiary of a holding company affiliate that had been granted a section 301 determination.) The Board had not published the requested letter and, under the Board's Rules Regarding Information, Submittals, and Requests, it might not be disclosed unless the Board granted a request for access by a person who stated the purpose for which he requested it, his interest in the matter, and reasons why his request should be granted. Although the present request had not complied literally with all of those requirements, it had clearly indicated the nature of the interest and the reason for the request. Moreover, the Board's letter had received some pub- licity in the press and as a practical matter its general substance had been made public. Disclosure of the letter might in fact be desirable in order to avoid certain misinterpretations. recommended that the request be granted. On balance, Mr. Hackley A draft of letter in those terms to Bank of Indiana was attached to the memorandum. During discussion Mr. Hackley commented that apparently Citizens and southern had made the substance of the Board's letter available to the press; it was evident that at least one publication must have had virtually the complete text. The letter to Bank of Indiana was then approved unanimously. A copy is attached as Item No. 13. 343.. -10- 10/29/65 Mr. Fauver asked if the Board's action contemplated that the letter could be furnished also to any member of the press upon request, and it was agreed that this could be done. Assignment of Mr. Melichar. After consideration of a memo- randum dated October 28, 1965, from Mr. Brill, the Board approved unanimously the assignment of Emanuel Melichar, Economist in the Division of Research and Statistics, to serve on an interagency task force exploring means for providing additional capital to rural areas, this being one of the activities of the Rural Development Committee, established by Executive Order 11122, dated October 16, 1963. All members of the staff then withdrew and the Board went into executive session. The Secretary was advised later that during the executive session the following actions were taken: The Board approved the recommendations in a memorandum dated October 29, 1965, from the Division of Personnel Administration (copy attached as Item No. 14) relating to a revision of the Board's regular salary schedule, effective October 10, 1965. The Board appointed the following persons to the positions indicated on the Board's official staff, effective November 1, 1965: 3 -11- 10/29/65 Present position Name New position Board Members' Offices Ralph A. Young 1/ Adviser to the Board Robert C. Holland Associate Director, Division of Research and Statistics Adviser, Division of Research and Statistics Robert Solomon Senior Adviser to the Board Adviser to the Board Adviser to the Board Legal Division David B. Hexter Assistant General Counsel Associate General Counsel Research and Statistics Albert R. Koch J. Charles Partee Stephen H. Axilrod Lyle E. Gramley Stanley J. Sigel Tynan Smith Associate Director Adviser Chief, Government Finance Section Senior Economist Assistant to the Director Senior Economist Deputy Director Associate Director Associate Adviser Associate Adviser Associate Adviser Associate Adviser International Finance Robert L. Sammons Reed J. Irvine John E. Reynolds Ralph C. Wood Adviser Associate Adviser Associate Adviser Associate Adviser Associate Director Adviser Adviser Adviser The Board approved the payment of salaries to members of its official staff at the annual rates indicated in the list attached as Item No. 15, effective November 1, 1965. The Board authorized deferment of the retirement of Ralph A. Young until June 30, 1967. 1/ Also Director, Division of International Finance 3e1 -12- 10/29/65 The Board designated Robert C. Holland and Robert Solomon as members of the Editorial Committee of the Federal Reserve Bulletin, effective November 1, 1965. The Board designated Daniel H. Brill as Chairman of the System Research Advisory Committee, effective November 1, 1965, succeeding Guy E. Noyes. The meeting then adjourned. Secretary's Notes: On October 28, 1965, Governor Shepardson approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Cleveland (attached Item No. 16) approving the designation of Terry D. Barnett and Robert S. Heidler as special assistant examiners. Letter to the Executive Secretary of the Interagency Committee on Automatic Data Processing advising of the designation of David S. Staiger, Senior Economist in the Division of Data Processing, to serve as alternate to M. H. Schwartz on the Interagency Committee. Governor Shepardson today approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of New York (attached Item No. 17) approving the appointment of William S. Spaulding, Jr., as examiner. Memorandum from the Division of Research and Statistics dated October 28, 1965, stating that it had been contemplated that the recent trip to Scandinavia by Stanley J. Sigel, Assistant to the Director, would be undertaken on the basis of per diem prescribed by the standardized Government travel regulations. Secre ar 343. BOARD OF GOVERNORS Item No. 1 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD October 29, 1965 Board of Directors, United California Bank, Los Angeles, California. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by United California Bank, Los Angeles, California, of a branch at 601 California Street, San Francisco, California, a branch at 790 Green Street, Pasadena, California, and a branch at 7872 Ivanhoe Avenue, La Jolla, California, in connection with the acquisition of assets and mortgage servicing contracts of Marble Mortgage Company, provided the activities of these branches are limited to the negotiating, processing, and servicing of real estate mortgage loans. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. - 34 Item No. 2 10/29/65 BOARD OF GOVERNORS OF THE • •• FEDERAL RESERVE SYSTEM WASHINGTON. D. C. 2(451 11 4 AOOREIHI OFfICIIAL CORREEPONDENCIE TO THE IPOANO st October 29, 1965 Board of Directors, The Union Commerce Bank, Cleveland, Ohio. Gentlemen: The Board of Governors of the Federal Reserve within which System extends to January 24, 1966, the time establish The Union Commerce Bank, Cleveland, Ohio, may of corner the two branches, one a drive-in facility, at s, Height Shaker Van Ak.en Boulevard and Farnsleigh Road, Cuyahoga County, Ohio. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. BOARD OF GOVERNORS Item No. 3 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD October 29, 1965 Board of Directors, Citizens National Bank of Dallas, Dallas, Texas. Gentlemen: With reference to your request submitted through s, the Federal Reserve Bank of Dallas, the Board of Governor Reserve Federal the of 19 Section acting under the provisions of of Dallas Act, grants permission to the Citizens National Bank required are as deposits against to maintain the same reserves the with e effectiv banks, city to be maintained by nonreserve the after g beginnin period ion first biweekly reserve computat date of this letter. Your attention is called to the fact that such s. permission is subject to revocation by the Board of Governor 'Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. BOARD OF GOVERNORS Item No. 4 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD October 29, 1965 The Honorable K. A. Randall, Chairman, Federal Deposit Insurance Corporation, 20429 Washington, D. C. Dear Mr. Randall: Reference is made to your letter of October 13, 1965, concerning the application of Fidelity Bank and Trust Company, Houston, Texas, for continuance of deposit insurance after withdrawal from membership in the Federal Reserve System. There have been no corrective programs urged upon the bank, or agreed to by it, which have not been fully consummated, and there are no such programs that the Board would advise be incorporated as conditions of admitting the bank to membership in the Corporation as a nonmember of the Federal Reserve System. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. BOARD OF GOVERNORS Item No. 5 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 AI:MRCSS OFFICIAL CORRESPONDCHCC TO THC SOAR° October 29, 1965 Mr. Richard A. Debs, Secretary, Federal Reserve Bank of New York, New York, New York. 10045 Dear Mr. Debs: With reference to your letter of October 25, 1965, the Board notes without objection the addition to the New York Reserve Bank's Foreign Travel Program for 1965 resulting from Mr. Rozell's travel to Ethiopia. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. 441 BOARD OF GOVERNORS Item No. 6 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 AODRCIM OFFICIAL CORRESPONDENCE TO THE •OARD October 29, 1965. AIR MAIL Mr. Herbert V. Prochnow, Secretary, Federal Advisory Council, 38 South Dearborn Street, Chicago, Illinois. 60690 Dear Herb: The Board of Governors suggests the topics shown on the attached list for discussion at the meeting of the Federal Advisory Council on November 15, 1965, and the joint meeting of the Board and the Council on November 16. Very truly yours, Merritt Sherman Secretary. Attachment Topics for Discussion at Meeting of Federal Advisory Council November 15-16, 1965 1. Economic conditions and prospects. A. B. respect to business What are the Council's expectations with cipated that overanti it fixed capital outlays in 1966? Is stries? indu t rtan capacity will result in any impo C. eases will continue Does the Council anticipate that price incr general? more me beco or r to be selective in characte D. d in inventory How are business expectations being reflecte policies? E. 2. the U.S. economy How does the Council appraise prospects for t part of 1966? firs the during the remainder of this year and its in 1966? If changes What are the prospects for business prof are they likely to be from this year's experience are foreseen, for outside capital and significant from the standpoint of need effect on the course of credit and from the standpoint of their business investment? Banking developments. A. B. C. D. year-end business demands What does the Council anticipate as to onal needs? seas l usua for bank credit in relation to s occurred in To what extent have selected increase customers, and to various classes of business loan terms? How been other significant changes in loan ple, have plans reacted to such increases; for exam accelerated? the longer-term capital markets been rates charged have there have customers to finance in affected the ability of banks to How have recent developments or through the issuance of shortattract funds in the CD market term promissory notes? recent slowdown in bank How does the Council evaluate the acquisition of municipals? -2 3. 4. Balance of payments. A. How does the Council appraise the strength of foreign demand for U.S. bank funds? B. Have the Council's views on the effectiveness of the vdluntary foreign credit restraint program changed materially since the Council met with the Board in September? C. Are there any changes that the Council would recommend in the details of the voluntary restraint program for banks in 1966? What are the Council's views on monetary and credit policy under current circumstances? 3Lj BOARD OF GOVERNORS Item No. 7 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orriciAL CORREOPONDICHCIE TO THE BOARD October 29, 1965 CONFIDENTIAL (FR) Mr. Edwin Hyde, Chairman of the Board, Federal Reserve Bank of Richmond, Richmond, Virginia 23213. Dear Mr. Hyde: The Board of Governors approves the payment of salary to Mr. Gerald L. Wilson as Assistant Cashier of the Baltimore Branch of the Federal Reserve Bank of Richmond at the rate of $12,000 per annum for the period December 1 through December 31, 1965. This is the rate fixed by your Board of Directors as reported in your letter of October 14. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. - 3445 Item No. 8 10/29/65 UNITED STATES OF ALERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of UNION BANK for approval of merger with The Republic National Bank of San Diego ORDER APPROVING MERGER OF BANKS There has come before the Board of Governors, pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), an application by Union Bank, Los Angeles, California, a State member bank of the Federal Reserve System, for the Board's prior approval of the merger of that bank and The Republic and National Bank of San Diego, San Diego, California, under the charter title of the former. As an incident to the merger, the sole office of The Republic National Bank of San Diego would become a branch of the resulting bank. Notice of the proposed merger, in form approved by the Board, has been published pursuant to said Act. Upon consideration of all relevant material in the light of the factors set forth in said Act, including reports furnished by the Comptroller of the Currency, the Federal Deposit Insurance Corporation, - 3446 -2- and the Attorney General on the competitive factors involved in the proposed merger, IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said application be and hereby is approved, provided that said merger shall not be consummated of this Order or (a) within seven calendar days after the date (b) later than three months after said date. Dated at Washington D. C., this 29th day of October, 1965. By order of the Board of Governors. Voting for this action: Unanimous, with all members present. signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL) t_Y-11t)AI '1 Item No. 9 10/29/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEU APPLICATION OF UNION BANK FOR APPROVAL OF 'MERGER WITH THE REPUBLIC NATIONAL BANK OF SAN DIEGO STA TEMNT Union Bank, Los Angeles, California ("Union") with total 1/ deposits of $1.1 billion,— has applied, pursuant to the Bank Merger Act of 1960 (12 U.S.C. § 1028(c)), for the Board's prior approval of the merger of that bank and The Republic National Bank of San Diego, San Diego, California ("Republic"), which has total deposits of $6.8 2/ million." As an incident to the merger, the sole office of Republic would become a branch of Union, increasing the number of its offices to 13. Under the law, the Board is required to consider, as to each of the banks involved, (1) its financial history and condition, (2) the adequacy of its capital structure, (3) its future earnings prospects, (4) the general character of its management, (5) wheth.cr its corporate powers are consistent with the purposes of 12 U.S.C., Ch. 16 (the Federal Deposit Insurance Act), (6) the convenience and 1/ 2/ As of December 31, 1964. As of September 13, 1965. - 3448 -2- needs of the community to be served, and (7) the effect of the transaction on competition (including any tendency toward monopoly). The Board may not approve the transaction unless, after considering all of these factors, it finds the transaction to be in the public interest. Banking factors. - Union has a satisfactory financial history, and both its asset condition and capital structure are reasonably adequate. The earnings record of Union is above average and its future earnings prospects are favorable. Union's management is capable and progressive. Republic opened for business on August 5, 1964, and, for the period ending with the calendar year, realized above average operating earnings. However, in early 1965 Republic began to experience a deposit decline and as of September 13, 1965, its deposits were down from $9.2 million to $6.8 million, a decrease of more than 25 per cent in less than nine months. In addition, while Republic's asset condition cannot be described as critical at this time, the bank has a substantial volume of loans which are of questionable quality. Republic, since it opened for business, has not been able to acquire and retain the services of an experienced lending officer and, as long as the bank continues to operate without such an officer, further deterioration in its asset condition seems probaUe. Republic's difficulties, manifested in its rather uncertain earnings prospects, are complicated by some disharmony among its directors as to a proper course for the bank's future. 344 -3- Consummation of the proposed merger would remove the uncertainty concerning Republic and would not adversely affect the banking factors as they relate to Union. There is no indication that the corporate powers of the banks are, or would be, inconsistent with the purposes of 12 U.S.C., Chapter 16. Convenience and needs of the communities. - Union is headquartered in Los Angeles and all of its 12 offices are located in Orange and Los Angeles Counties. Republic's sole office is located in San Diego, some 128 miles southeast of Los Angeles. The convenience and needs of the communities served by Union's present offices would not be affected by the merger. San Diego, a major seaport, has a population of about 648,000. Despite declines in certain industries in the past, notably in aviation and fishing, the condition of the local economy appears to be satisfactory. Nine commercial banks, five of them ranking among California's ten largest in terms of total deposits, operate 64 offices in the city of San Diego. Seven of these banks, including Republic, operate 14 offices in the immediate downtown area of San Diego. Union has received approval to establish a de novo branch in downtown San Diego, but will abandon its plans in this respect if the proposed merger with Republic is approved. Thus, although Union would replace Republic, and the total number of commercial banks and banking offices serving San Diego would remain unchanged, the proposed transaction - 3450 -4- would result in the elimination of an alternate source of banking services. However, this consideration must be weighed in the light of Republic's relatively uncertain future and the fact that the banking needs and convenience of the community are being satisfactorily met with the existing number of commercial banks and banking offices. On balance, it does not appear that the convenience and needs of the banking public would be adversely affected in any significant respect. Competition. - Union, with about 3.3 per cent of the total deposits and .5 per cent of the offices, is the sixth largest commercial bank in California. The proposed merger would increase Union's share of the State's total commercial bank deposits by about three one-hundredths of 1 per cent. Five of the State's ten largest banks in California hold about 91 per cent of the total deposits held by the nine commercial banks operating offices in San Diego, and about 90 per cent of such deposits held by the seven commercial banks operating offices in downtown San Diego, Republic accounts for 1.0 per cent of the city-wide commercial bank deposits and 1.8 per cent of the total deposits held by the downtown commercial bank offices. The nearest office of Union to San Diego is located nearly 100 miles distant in Orange. Union derives some business from the San Diego area, but it is nearly all of a type and volume (e.a., interim construction financing) that Republic could not handle or would not attract. It does not appear that any significant competition exists between the two banks. - 3451 -5- As mentioned earlier, Union plans to establish a de novo branch in San Diego if its proposed merger witl Republic is not approved. Thus, the transaction would foreclose such potential for competition as may exist between the two banks. In addition, the transaction may be viewed as foreclosing a desirable step toward the deconcentration of banking resources in the San Diego market. However, to attach meaningful weight to either of these considerations, it is necessary to conclude that Republic is capable of becoming, and continuing as, a significant competitive force. The evidence, as discussed under the "Banking factors" heading, rather than providing support for such a conclusion, raises doubts concerning the bank's future. Considering all the relevant circumstances, it does not appear that the merger would adversely affect any other bank, or that its consequences for banking competition in general would be significantly adverse. Summary and conclusion. - Although consummation of the proposed merger would result in the elimination of an independent commercial bank, it does not seem probable, particularly in view of the uncertainty concerning Republic's future, that it would materially affect the banking needs and convenience of the community or that the effect on banking competition would be significantly adverse. Further, consummation of the proposed merger would afford an orderly and prompt resolution of the problems that beset Republic and which make the bank's prospects uncertain. Accordingly, the Board finds that the proposed transaction would be in the public interest. October 29, 1965. k BOARD OF GOVERNORS rz : * l'hof Item No. 10 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD October 29, 1965 Board of Directors, Manufacturers and Traders Trust Company, Buffalo, New York. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Manufacturers and Traders Trust Company, Buffalo, New York, of branches (mobile facilities) at the following locations, provided each is established within six months from the date of this letter. (1) 201 Lockport Street, Village of Youngstown, Town of Porter, Niagara County, New York. (2) 5910 Ward Road, Sanborn (unincorporated area), Town of Lewiston, Niagara County, New York. (3) 6488 Ridge Road, Wrights Corner (unincorporated area), Town of Newfane, Niagara County, New York. (4) 5820 Goodrich Road, Clarence Center (unincorporated area), Town of Clarence, Erie County, New York. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 4.0 345" BOARD OF GOVERNORS Item No. 11 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orriciAL CORRESPONDENCE TO THE BOARD October 29, 1965. Mr. Fred W. Piderit, Jr., Vice President, Federal Reserve Bank of New York, New York, New York. 10045 Dear Mr. Piderit: There is enclosed, for delivery to the applicant bank, a letter indicating the Board's approval of the following branches of Manufacturers and Traders Trust Company, Buffalo, New York. (1) 201 Lockport Street, Village of Youngstown, Town of Porter, Niagara County, New York. (2) 5910 Ward Road, Sanborn (unincorporated area), Town of Lewiston, Niagara County, New York. (3) 6488 Ridge Road, Wrights Corner (unincorporated area), Town of Newfane, Niagara County, New York. (4) 5820 Goodrich Road, Clarence Center (unincorporated area), Town of Clarence, Erie County, New York. The Board has never placed restrictions on the days or may be in operation, and does not believe such rebranch hours a strictions are necessary in approving the operations of mobile facilities. The letter to Manufacturers and Traders Trust Company proeach branch. The vides a six-month period for the establishment of period. If that of Board also has approved a six-month extension r apply for hereafte should Manufacturers and Traders Trust Company of letter Board's the an extension, the procedure prescribed in . November 9, 1962 (S-1846), should be followed Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary, Enclosures. 315/4 Item No. 12 10/29/65 BOARD OF GOVERNORS S-1972 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orrsciAL CORRESPONDENCE TO THE BOARD November 9, 1965. Dear Sir: sted by a State member The Board of Governors was recently reque nated out-of-town desig at es e offic bank to approve the operation of mobil ions on certain locat such at oned locations. These offices would be stati tes (12 U.S.C. Statu ed Revis the days and hours each week. Section 5155 of ve Act to Reser al Feder the of 9 36), which is made applicable by section term the es defin , banks r the establishment of branches by State membe ved, recei are its depos which "branch" as any "place of business . . . at that uded concl Board the y, or checks paid, or money lent." Accordingl at which some or all of ess busin of place a be would as each location ssion to establish branches such activities would be conducted, permi ved by the Board when State was required. Such offices may only be appro locations. The approval of the statute permits branch banking at such the Board approved the establishState authorities had been obtained and ment of branches at these locations. the Federal Register This interpretation will be published in and in the Federal Reserve Bulletin. Very truly yours, C Merritt Sherma Secretary. RESERVE BANKS. TO THE PRESIDENTS OF ALL FEDERAL BOARD OF GOVERNORS • •••, • GON; Item No. 13 10/29/65 OF THE FEDERAL RESERVE SYSTEM 1: 44i WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONOENCE TO THE BOARD .•....•. kAL R. November 2, 1965. Mr. T. F. Gilmore, Cashier, Bank of Indiana, National Association, P. O. Box 330, Gary, Indiana. Dear Mr. Gilmore: We regret that the material sent you in response to your letter of October 1, 1965, was not the material you had in mind in making your request. Since your letter referred to "Federal Reserve Approval of April 14, 1965", it suggests that you might be under the impression that the Board on or about that date approved an application in response to a request from Citizens and Southern National Bank. Actually, no such application or request was received or approved by the Board. However, it is assumed that you had reference to a letter of the Board regarding a proposed change in relations between Citizens and Southern National Bank and Citizens and Southern Holding Company. Accordingly, a copy of that letter is enclosed in response to your request. Very truly yours, (Signed) Merritt Sherman Merritt Sherman, Secretary. Enclosure 341.5f BOARD OF GOVERNORS Item No. 14 10/29/65 Or THC FEDERAL RESERVE SYSTEM Office Correspondence To Board of Governors Prom Division of Personnel Administration Date October 29, 1965. General Adjustment to the Board's Regular Salary Schedule. Background: Legislation is before the President to sign into law "An Act to adjust the rates of basic compensation of certain officers and employees of the Federal Government---", to become effective retroactive to the first day of the first pay period which begins on or after October 1, 1965. The effective date for the Board, if approved, would therefore be October 10, 1965. This Act provides for adjustments in salaries of general schedule Government employees in grades corresponding to Grades FR-1 through FR-15 at the rate of approximately 3.6 per cent at all levels. . Recommendations In keeping with the Board's policy of maintaining a salary structure for its employees comparable to that of other agencies of the Federal Government, it is recommended that the Board approve the following, subject to approval of the legislation by the President: (1) Revision of the Board's Regular Salary Schedule retroactive to October 10, 1965, in accordance with the attached table (Attachment 1), which corresponds to the basic compensation rates established in this Act as signed by the President; and, further, to adjust accordingly the basic compensation of those employees under this schedule on October 10, 1965. (2) Application and Implementation of Revised Salary Structure. With the approval of the Board Member in charge of internal administrative affairs, the Division of Personnel Administration shall be responsible for making adjustments in (1) rates of per diem for WAE (when actually employed) employees, (2) entrance salaries of pending appointments, etc. (3) Administration and Procedure. The Office of the Controller and the Division of Personnel Administration will use Government regulations and interpretations as guides in deciding questions of administration and procedure. Exceptions Not included in these recommendations are Board employees paid under the Metropolitan D.C. Prevailing Rate Wage Schedule (mechanics, gardeners, painters, chauffeurs, etc.) and the Interdepartmental Lithographic Board of Governors Wage Board (printing) Pay Schedule. These employees receive periodic salary adjustments as a result of annual area wage surveys. No recommendations are made in this memorandum with regard to the annual salaries of the Board's Official Staff. It is assumed that any determination on this matter will be made by the Board, as in the past. Attachment. - :14 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM REGULAR SALARY SCHEDULE Basic Annual Pay Rates by Grades -- October 10, 1965 (Rates in effect July 5, 1964 to October 9, 1965 are shown on the second line of each grade) Progress Steps One Year Periods 1 2 3507 3626 3745 3385 3500 3615 3814 3943 4072 FR-2 3680 3805 3930 4149 4289 4429 FR-3 4005 4140 4275 4641 4797 4953 Y11-4 80 4630 4780 150 5181 5352 5523 YR-5 1655000 5165 5330 5702 5894 6086 FR-6185 5505 5690 5875 6269 6476 6683 207 F11-7 6050 6250 6450 200 6869 7097 7325 228 FR-8220 6630 6850 7071 7479 7733 7987 0 7465 7710 245 ?R-9 8184 8464 8744 280 PR-10 900 8170 8440 270 8961 9267 9573 306 PR-11 8650 8945 9240 295 10619 10987 11355 368 PR-12 l'el a a 1.1 12510 12945 13380 PR-13 a 14680 15188 15696 508 'ta ' 17055 17645 18235 590 'Z/ .11 a $ rade Step ncrease 119 115 129 125 140 135 Two Year Periods 6 5 4 3864 3983 4102 3730 3845 3960 4201 4330 4459 4055 4180 4305 4569, 4709 4849 4410 4545 4680 5109 5265 5421 4930 5080 5230 5694 5865 6036 5495 5660 5825 6278 6470 6662 6060 6245 6430 6890 7097 7304 6650 6850 7050 7553 7781 8009 7290 7510 7730 8241 8495 8749 7955 8200 8445 9024 9304 9584 8710 8980 9250 a • 9879 1018 9535 9830 $ 11723 12091 12459 13815 14250 .: 16204 16712 17220 . . 18825 19415 20005 Three Year 8 7 4221 4340 4075 4190 4588 4717 4430 4555 4989 5129 4815 4950 5577 5733 5380 5530 6207 6378 5990 6155 6854 7046 6615 6800 7511 7718 7250 7450 8237 8465 7950 8170 9003 9257 8690 8935 9864 10144 9520 9790 10797 11103 10420 10715 12827 13195 2180 1273. 15120 15555 a 17728 18236 Periods 9 4459 4305 4846 4680 5269 5085 5889 5680 6549 6320 7238 6985 7925 7650 8693 8390 9511 9180 10424 10060 11409 1 1 1 13563 1109D 15990 18744 10 4578 4420 4975 4805 5409 5220 6045 5830 6720 6485 7430 7170 8132 7850 8921 8610 9765 9425 10704 10330 11715 11305 13931 13445 16425 : 19252 1'1 : :1 20595 21185 21775 22365 00 '0 11 :i1 a a - 311:" i$4 Item No, 15 10/29/65 Annual Salaries Approved for Members of Board's Official Staff effective November 1, 1965 Name and Title Division Annual Salary Board Members Ralph A. Young, Senior Adviser to the Board and Director, Division of International Finance Robert C. Holland, Adviser to the Board Robert Solomon, Adviser to the Board Charles Molony, Assistant to the Board Robert L. Cardon, Legislative Counsel Clarke L. Fauver, Assistant to the Board $27,500 26,000 25,000 24,500 23,500 20,250 Secretary's Office Merritt Sherman, Secretary Kenneth A. Kenyon, Assistant Secretary Arthur L. Broida, Assistant Secretary Karl E. Bakke, Assistant Secretary Elizabeth L. Carmichael, Assistant Secretary 26,500 22,500 21,000 19,750 16,000 Legal Howard H. Hackley, General Counsel David B. Hexter, Associate General Counsel Thomas J. O'Connell, Assistant General Counsel Jerome W. Shay, Assistant General Counsel Wilson L. Hooff, Assistant General Counsel 26,500 25,000 24,500 21,000 18,750 Research and Statistics Daniel H. Brill, Director Albert R. Koch, Deputy Director J. Charles Partee, Associate Director Frank R. Garfield, Adviser Kenneth B. Williams, Adviser Tynan Smith, Associate Adviser Lewis N. Dembitz, Associate Adviser Stanley J. Sigel, Associate Adviser Lyle E. Gramley, Associate Adviser Stephen H. Axilrod, Associate Adviser 26,500 26,000 25,000 23,000 22,500 21,000 20,750 20,500 20,000 20,000 Division Name and Title Annual Salary International Finance Robert L. Sammons, Associate Director Arthur B. Hersey, Adviser Samuel I. Katz, Adviser John E. Reynolds, Adviser Reed J. Irvine, Adviser Ralph C. Wood, Adviser $23,500 23,000 22,000 22,000 21,000 21,000 Examinations Frederic Solomon, Director Brenton C. Leavitt, Assistant Director Glenn M. Goodman, Assistant Director James C. Smith, Assistant Director Andrew N. Thompson, Assistant Director Lloyd M. Schaeffer, Chief Federal Reserve Examiner 25,500 22,500 20,500 20,000 20,000 20,000 Bank Operations John R. Farrell, Director John N. Kiley, Assistant Director M. B. Daniels, Assistant Director 25,000 20,500 19,250 Personnel Administration Edwin J. Johnson, Director H. F. Sprecher, Jr., Assistant Director 24,000 19,500 Administrative Services Joseph E. Kelleher, Director Harry E. Kern, Assistant Director 21,000 16,000 Controller's Office John Kakalec, Controller Sampson H. Bass, Assistant Controller 17,000 15,000 Defense Planning 22,000 Innis D. Harris, Coordinator Data Processing Maurice H. Schwartz, Director Lee W. Langham, Assistant Director 24,500 17,000 , BOARD OF GOVERNORS Item No. 16 10/29/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE aoAno October 28, 1965 Mr, Harry W. Huning, Vice President, Federal Reserve Bank of Cleveland, Cleveland, Ohio. 44101 Dear Mr. Huning: In accordance with the request contained in of October 25, 1965, the Board approves the letter your designation of Terry D. Barnett and Robert S. Heidler as special assistant examiners for the Federal Reserve Bank of Cleveland. Appropriate notations have been made of the names to be deleted from the list of special assistant examiners. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmicheal, Assistant Secretary. - 346" Item No. 17 10/29/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS orrIcIAL CORRESPONDENCE TO THE BOARD October 29, 1965 Mr. Fred W. Piderit, Jr., Vice President, Federal Reserve Bank of New York, 10045 New York, New York. Dear Mr. Piderit: In accordance with the request contained in your letter of October 27, 1965, the Board approves the appointment of William S. Spaulding, Jr., at present an assistant examiner, as an examiner for the Federal Reserve Bank of New York. Please advise the salary rate and the effective date of the appointment. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.