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Minutes for September 20, 1965 To: Members of the Board From: Office of the Secretary Attached is a copy of the minutes of the Board of Governors of the Federal Reserve System on the above date. It is not proposed to include a statement With respect to any of the entries in this set of minutes in the record of policy actions required to be maintained pursuant to section 10 of the Federal Reserve Act. Should you have any question with regard to the minutes, it will be appreciated if you will advise the Secretary's Office. Otherwise, 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 30f; Minutes of the Board of Governors of the Federal Reserve System on Monday, September 20, 1965. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Mr. Martin, Chairman Balderston, Vice Chairman Robertson Daane Maisel Mr. Sherman, Secretary Mr. Kenyon, Assistant Secretary Mr. Molony, Assistant to the Board Mr. Fauver, Assistant to the Board Mr. Hackley, General Counsel Mr. Solomon, Director, Division of Examinations Mr. Hexter, Assistant General Counsel Mr. Shay, Assistant General Counsel Miss Hart and Mrs. Heller, Senior Attorneys, Legal Division Attorney, Legal Division Shuter, Mr. Supervisory Review Examiner, Egertson, Mr. Examinations of Division Ratification of actions. Actions taken at a meeting of the available members of the Board on September 17, 1965, as recorded in the minutes of that meeting, were ratified by unanimous vote. Circulated items. The following items, copies of which are a ttached to these minutes under the respective item numbers indicated, were approved unanimously: Item No. Letter to Chemical Bank New York Trust Company, New York, New York, approving the establishment of a branch at 1350 Avenue of the Americas, Borough of Manhattan. 1 Letter to Bankers Trust Company, New York, New York, approving the establishment of a branch at 100 Broadway, Borough of Manhattan. 2 -2- 9/20/65 Item No. Letter to Manufacturers and Traders Trust Company, Buffalo, New York, approving the establishment of a branch in Eggertsville, Town of Amherst. 3 Letter to The Bank of Salem, Salem, Virginia, approving the establishment of a branch at U.S. Route 220 (Franklin Road) and Townside Road, Roanoke County. 4 Letter to The Blanchard State Bank, Blanchard, Michigan, approving the establishment of a branch ln Six Lakes. 5 Letter to Citizens Commercial & Savings Bank, Flint, Michigan, approving the establishment of a branch at 1105 Robert T. Longway Boulevard and reiterating the need to augment the bank's capital. 1/ 6 Letter to Union Bank and Trust Company, Grand Rapids, Michigan, approving the establishment of a branch at East Beltline and 28th Street, S. E., and urging adoption of a program to augment the bank's capital. 7 Letter to Bremen State Bank, Tinley Park, Illinois, approving an investment in bank premises. 8 Regulation U matter. At its meeting on September 3, 1965, the Board was advised by its staff of circumstances indicating a Probable violation of Regulation U, Loans by Banks for the Purpose of Purchasing or Carrying Registered Stocks, by The First National Bank of Boston, Boston, Massachusetts. Briefly, the apparent violation consisted of the bank's making a loan to Triangle Corporation of the 1/ By decision of the Board, the draft letter to the applicant bank was amended to include a reiteration of the need to augment the bank's capital, as indicated by the Board recently in connection with the a pproval of certain other branch applications from this bank. 9/20/65 -3- full purchase price (some $1.8 million) of controlling interest in Precisionware Corporation, Inc., the stock of which was registered on the American Stock Exchange, and taking the stock as collateral for the loan. The loan was described in a proxy statement of Precisionware dated August 16, 1965, and an interested party had called the loan to the attention of the Securities and Exchange Commission, which in turn referred the matter to the Board. At the September 3 meeting, the Board authorized the Federal Reserve Bank of Boston to send to the national bank a letter asking for an explanation and for proposals to correct the situation. In reply, counsel for the bank conceded, in essence, that the alleged violation did occur. The explanation was that the loan was made in the "commodity and factoring" department of the bank, that the lending officer in charge of the credit was not familiar with Regulation U, and that counsel for the bank failed to point out the applicability of the regulation. It was stated that the real purpose of the loan was to merge Precisionware into Triangle, something that was to be accomplished at a stockholders' meeting on September 17, that the assets of Precisionware were the collateral on which the bank expected to rely, and that the bank did not rely on the stock in making the loan and took it merely to strengthen the collateral. On September 10, counsel advised the Board's staff that First National Bank had released the Precisionwere stock unconditionally. In a distributed memorandum dated September 14, 1965, the Legal Division presented for consideration alternative actions that 306!-4, -4- 9/20/65 the Board might take in the circumstances. One possibility (apparently unprecedented in the history of Regulation U) would be to refer the matter to the Securities and Exchange Commission. If such referral Were made, it appeared that the Commission might consider a variety of alternative steps, including (1) informally calling representatives of First National Bank to Washington to explain the violation and why the bank's procedures were not adequate to prevent its occurrence, (2) issue an order for a formal investigation before a hearing officer into the bank's lending practices, (3) if indicated, apply for a court injunction forbidding the bank from engaging in practices violating Regulation U, and (4) refer the matter to the Department of Justice for possible prosecution. The Commission's staff agreed with the Board's staff that referral to the Department of Justice probably would not be warranted. Further, while the violation might justify informal action of the kind described in the first alternative, staff of the Commission felt that the Commission would be able to assist the Board more effectively if information could be developed on the loan practices of the bank concerned in the Regulation U area generally before any referral was made. Accordingly, the Legal Division's memorandum suggested a review of First National Bank's lending procedures to determine whether there a ppeared to be a general climate of disregard for Regulation U and to assure that procedures were instituted to prevent violations from Occurring in the future. Of the procedural alternatives that appeared 3()f 9/20/65 -5- to be available for making such a review, it was recommended that the bank be advised by letter of the Board's intention to inspect the bank's business operations in regard to Regulation U, and asked to cooperate in facilitating such an inspection. Submitted with the memorandum was a draft of letter that might be sent to the bank. The Comptroller of the Currency would be informed of the Board's intention and invited to designate an examiner to cooperate in the review program. Assistance of an examiner experienced in Regulation U matters would be requested from the New York Reserve Bank, and a group composed of this examiner, a representative of the Boston Reserve Bank, a member of the Board's Legal Division, and (if the Comptroller wished to cooperate) the examiner designated by the Comptroller would formulate guidelines for an inquiry. The memorandum also noted indications of what might be a growing climate of disregard for Regulation U among some banks. For example, an officer of the Federal Reserve Bank of Chicago had reported a number of recent instances in the Chicago and Milwaukee areas in which national banks apparently had taken an indirect security interest in stock in connection with "purpose" loans, despite a published interpretation of the Board holding such arrangements to be in violation of the regulation. In commenting on the matter, Miss Hart reviewed the circumstances surrounding the apparent Regulation U violation, the explanation offered by counsel for First National Bank of Boston, and reasons why members Of the Board's staff regarded the explanation as somewhat less than fully 30 9/20/65 -6- satisfactory. She also noted that no violations of Regulation U on the part of national banks had been reported to the Board's staff by the Comptroller's Office in recent years, which might indicate a more relaxed attitude on the part of national bank examiners toward Regulation U matters and some disparity of supervisory standards. She pointed °ut that the Board had authority under section 17(b) of the Securities Exchange Act of 1934 to inspect the records of any lender subject to its regulations, including a bank such as First National Bank of Boston, if in the judgment of the Board this was necessary in order to obtain information needed by the Board to enable it to perform the functions conferred upon it by the Act. The Board had never used this authority, having relied on the sufficiency of the examining process, but the time may have come for the Board to exercise its authority. Miss Hart brought out that the staff had no strong view on the type of follow-up that might be most appropriate concerning the apparent v iolation at First National Bank of Boston. However, the course of action recommended in the memorandum was thought to have some merit. If the bank developed to have been scrupulous in its affairs, such a review should do it no harm. If the bank had been engaging in ques- tionable 1 practices, the Board would be in better position to judge how to proceed further. If the review by any chance disclosed clear dis- regard for Regulation U in the bank's lending practices, the Securities and Exchange Commission would be in a better position to proceed should the Board determine to refer the matter to the Commission. 9/20/65 -7In reply to a question, Miss Hart described how the apparent violation at First National Bank of Boston had happened to come to the attention of the Board's staff. In reply to another question, Mr. Shuter said the possible violations by national banks in the ChicagoMilwaukee area had come to the attention of the Chicago Reserve Bank When a Milwaukee State member bank inquired whether a certain loan Procedure would involve a violation of the regulation and indicated that some national banks were following such a procedure. Governor Robertson then suggested an alternative course of action, as follows. He would send a letter to the Comptroller of the Currency requesting him to instruct his examiner, at the time of the next examination of First National Bank of Boston, to check carefully and see whether or not there had been violations of Regulation U. Fur- ther, if there was sufficient basis, the letter might indicate that the Board had received information concerning possible violations at certain national banks in the Chicago-Milwaukee area and ask the Comptroller to have his examiners check for compliance by these banks with Regulation U. Governor Robertson, in explaining his suggestion, said he would exhaust all possibilities for obtaining compliance with Regulation U through the examining process before cutting across that process and sending a team of investigators into a national bank. If it were known that there had been many Regulation U violations at First National Bank of Boston, there might be some justification for making a special 9/ 20/65 -8- investigation. However, counsel for the bank had stated that the apparent violation was an isolated case. Governor Robertson added, in conclusion, that he felt the Board should continue to be alert for any indications of a deterioration in adherence to the provisions of Regulation U by banks generally. Governor Maisel suggested that the letter to the Comptroller Point out that there was the basic question whether the matter involving First National Bank of Boston should be referred to the Securities and Exchange Commission. The Comptroller could be requested to have his examiner determine whether there was sufficient evidence of disregard for Regulation U to warrant a referral to the Commission. This would put the matter before the Comptroller in the form of a specific question requiring an answer. There was general agreement with the suggested approach of Governor Robertson and with the use of language along the lines proposed by Governor Maisel. On the question whether reference should be made to the possibility of violations of Regulation U by certain banks in the Chicago-Milwaukee area, Chairman Martin suggested that the letter to the Comptroller might say that some hearsay information had been brought to the Board's attention regarding banks in this area and that it was hoped the Comptroller would have his examiners look at these situations also to see whether violations had occurred. in this suggestion. Other Board members concurred e 9/20/65 -9Given the new approach to the problem referred to in the staff memorandum, question was raised about the letter that would be sent to First National Bank of Boston. It was generally agreed that the first part of the draft letter submitted for the Board's consideration, stating the facts of the matter, continued to be appropriate. Mr. Hexter suggested concluding the letter with a statement that this occurrence indicated possible absence of attention to, and awareness of, Regulation U on the part of the bank's lending officers, that the Board expected the bank to review the situation internally and take steps to have Regulation U better observed, and that the Board desired information from the bank on what steps had been taken along these lines. Members of the Board concurred in the appropriateness of language such as Mr. Hexter had mentioned. Mr. Molony stated reasons why he considered it important that the Board's record on the matter be ample, and Governor Robertson indicated that he felt this would be accomplished by the sending of the letter to First National Bank of Boston, the sending of the letter to the Comptroller, and the sending of copies to all Federal Reserve Banks. Chairman Martin added that copies should be sent also to the Securities and Exchange Commission. There being general agreement on proceeding in the manner described during the foregoing discussion, unanimous approval was given to the sending of letters to First National Bank of Boston and to the Comptroller of the Currency in the form indicated. 9/20/65 -10Whitney Holding Corporation (Item No. 9). As stated in a memorandum dated September 17, 1965, from the Legal Division, copies Of which had been distributed, counsel for Whitney Holding Corporation, New Orleans, Louisiana, had requested, in view of the disruption of facilities in the New Orleans area resulting from a recent hurricane, a 10-day extension, to October 4, 1965, of the time prescribed for the filing of a reply brief in the matter of the Board's reconsideration of its application to become a bank holding company. It was understood that counsel for the opposing banks had no objection. The request was granted, and unanimous approval was given to the issuance of an order in the form attached as Item No. 9. All members of the staff except Mr. Sherman then withdrew from the meeting. Emergency preparedness program. Chairman Martin pointed out that for a number of years Governor Robertson had been assigned special responsibility, at Board level, for development of the Board's emergency Preparedness program. R He said that after discussion with Governor obertson, and at the latter's suggestion, he would propose that Governor Ro bertson be relieved of this responsibility, and he also suggested that Governor Maisel be designated in lieu of Governor Robertson. There was unanimous agreement with this suggestion. The meeting then adjourned. -11- 9/20/65 Secretary's Note: Acting in the absence of Governor Shepardson, Governor Robertson today approved on behalf of the Board memoranda recommending the following actions relating to the Board's staff: -4122121ELEL Johnnie D. Jones, Jr., as Laborer, Division of Administrative Services, with basic annual salary at the rate of $3,385, effective the date of entrance upon duty. Transfers Julie Heard, from the position of Stenographer in the Division of Personnel Administration to the position of Stenographer in the Legal Division, with no change in basic annual salary at the rate of $4,005, effective September 20, 1965. Patricia A. Schoen, from the position of Stenographer in the Legal Division to the position of Stenographer in the Division of Research and Statistics, with no change in basic annual salary at the rate of $4,630, effective September 20, 1965. ASS,..t2 tance of resignation Corwin D. Vencill, Summer Research Assistant, Division of Research and Statistics, effective at the close of business September 17, 1965. Secretary) 307C BOARD OF GOVERNORS Item No. 1 9/20/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, 0. C. 20551 ADORERS arreciAt. CORRESPONOCNCC TO THIE *CARO September 20, 1965. Board of Directors, Chemical Bank New York Trust Company, New York, New York. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Chemical Bank New York Trust Company, New York, New York, of a branch at 1350 Avenue of the Americas, Borough of Manhattan, New York, New York, provided the branch is established within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) " $ Item No. 2 9/20/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, 0, C. 20551 AOORiall arrtetAL commas TO THIC BOARD September 20, 1965. Board of Directors, Bankers Trust Company, New York, New York. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Bankers Trust Company, New York, New York, of a branch at 100 Broadway, Borough of Manhattan, New York, New York, for the limited purpose of conducting the operations of its Corporate Trust Division, provided the branch is established within six months from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) NOIENCC flr? BOARD OF GOVERNORS OF THE Item No. 3 9/20/65 FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS arriciAL CORREMPONDENCIC TO THE BOARD September 20, 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 a branch in University Plaza (about 775 feet from your existing branch at 46 University Plaza), 3500 Main Street, Eggertsville (unincorporated area), Town of Amherst, Erie County, New York, provided the branch is established Within one year from the date of this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed-) BOARD OF GOVERNORS Item No. 4 9/20/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 AOORESS orriciakt. CORRESPONDENCE TO THE BOARD September 20, 1965. Board of Directors, The Bank of Salem, Salem, Virginia. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by The Bank of Salem, of Salem, Virginia, of a branch on the northwest corner and Road) in (Frankl the intersection of U. S. Route 220 Townside Road, Roanoke,County, Virginia, provided the of branch is established within one year from the date this letter. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) 3()S' Item No. 5 9/20/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD September 20, 1965. Board ot Directors, The Blanchard State Bank, Blanchard, Michigan. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by The Blanchard State Bank, Blanchard, Michigan, of a branch at 233 West Bridge Montcalm Street in the unincorporated village of Six Lakes, withhed establis is branch County, Michigan, provided the prior that, and letter, this of in one year from the date to the establishment of the branch, the bank's capital stock is increased to the amount required by paragraph 3 of . Section 9 of the Federal Reserve Act and related statutes to stock capital its increase to The bank's proposal $100,000 would satisfy statutory requirements. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S -l846), should be followed.) BOARD OF GOVERNORS Item No. 6 9/20/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 AkooREss orricIAL CORRESPONDENCE TO THE BOARD September 20, 1965. Board of Directors, Citizens Commercial & Savings Bank, Flint, Michigan. Gentlemen: The Board of Governors of the Federal Reserve cial System approves the establishment by Citizens Commer 1105 at branch a of & Savings Bank, Flint, Michigan, provided Robert T. Longway Boulevard, Flint, Michigan, the date from year the branch is established within one of this letter. expressed The Board wishes to reiterate the views which in 1965, 16, in its letter to your bank dated July on was positi l capita the Board then noted that your bank's s seriou that urged and somewhat less than satisfactory the g thenin streng of means consideration be given to all bank's capital structure. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) BOARD OF GOVERNORS Item No. 7 9/20/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20351 A001111C11/ arricem. COMICIPONOCNOC TO TMIC BOARD September 20, 1965. Board of Directors, Union Bank and Trust Company, Grand Rapids, Michigan. Gentlemen: The Board of Governors of the Federal Reserve System approves the establishment by Union Bank and Trust Company, Grand Rapids, Michigan, of a branch at the northeast corner of East Beltline, S. E., and 28th Street, S. E., d Grand Rapids, Michigan, provided the branch is establishe within one year from the date of this letter. The Board wishes to reiterate its views originally expressed in a letter to your bank dated August 17, 1965. The Board then stated that capital funds are considered to be substantially less than the desirable minimum amount. It is urged that the meeting between your group and President Scanlon and Vice President Ross of the mentioned Federal Reserve Bank of Chicago, which has been mutuearliest the at held be ence, in previous correspond to developed be program a that and time ally convenient bank. the of funds capital increase the Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. (The letter to the Reserve Bank stated that the Board also had approved a six-month extension of the period allowed to establish the branch; and that if an extension should be requested, the procedure prescribed in the Board's letter of November 9, 1962 (S-1846), should be followed.) 096? BOARD OF GOVERNORS Item No. 8 9/20/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 CE CORRESPONDEN ACIOReell OFFICIAL TO THE BOARD September 20, 1965. Board of Directors, Bremen State Bank, Tinley Park, Illinois. Gentlemen: of the Pursuant to the provisions of Section 24A al Feder the of nors Gover of Board Federal Reserve Act, the d excee to not of tment Reserve System approves an inves Bank, Tinley Park, $375,000 in bank premises by Bremen State a new banking ng ructi const Illinois, for the purpose of house. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. 30S1 UNITED STATES OF AMERICA Item No. 9 9/20/65 BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of 1 WHITNEY HOLDING CORPORATION 1 1 approval of its becoming a bank holding rq'any by acquiring the stock of Crescent tY National Bank, New Orleans, Louisiana, end Whitney National Bank in Jefferscn Parish,' Jefferson Parish, Louisiana. 'EOr 2 ORDER EXTENDING TIME FOR SUBMISSION OF FURTHER BRIEF By Orders dated July 23 and July 30, 1965, the Board of GCN ernors provided an opportunity for the submission of briefs in cennection with the Board's reconsideration of the application of IlhitneY Holding Corporation ("Applicant") and further provided, in the Order of July 23, that "Applicant may submit a further brief not late than 10 days after its receipt of said answering briefs." By letter to the Board dated September 15, 1965, Applicant has equested a ten-day extension of time within which its further brief may be submitted. It appears to the Board that good cause has been shown for granting the requested extension and that such extenten would not be inconsistent with the public interest. -2- 3085 It is therefore ordered that the Board's Order of July 23, 1965, be and it hereby is mended so that the provision quoted above shall read "not later than twenty days after its receipt of said answering briefs." Dated at Washington, D. C., this 20th day of September, 1965. By order of the Board of Governors. (Signed) Merritt Sherman Merritt Sherman, Secretary. (SEAL)