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Minutes for To: Members of the Board From: Office of the Secretary September 3, 1965 Attached is a copy of the minutes of the System on Board of Governors of the Federal Reserve the above date. It is not proposed to include a statement set of with respect to any of the entries in this red to requi ns actio y minutes in the record of polic al Feder the of 10 on be maintained pursuant to secti Reserve Act. d to Should you have any question with regar e advis will you if d ciate appre the minutes, it will be al initi e pleas wise, Other the Secretary's Office. your below. If you were present at the meeting, es. If minut the of val appro initials will indicate ate indic will als initi you were not present, your es. minut the only that you have seen Chm. Martin Gov. Robertson Gov. Balderston Gov. Shepardson Gov. Mitchell Gov. Daane Gov. Maisel 2S"' Minutes of the Board of Governors of the Federal Reserve System on Friday, September 3, 1965. The Board met in the Board Room at 10:00 a.m. PRESENT: Mr. Mr. Mr. Mr. Martin, Chairman Robertson Shepardson Daane Mr. Kenyon, Assistant Secretary Mr. Young, Adviser to the Board and Director, Division of International Finance Mr. Noyes, Adviser to the Board Mr. Fauver, Assistant to the Board Mr. Goodman, Assistant Director, Division of Examinations Mr. Furth, Consultant Miss Eaton, General Assistant, Office of the Secretary Mr. Morgan, Staff Assistant, Board Members' Offices Messrs. Brill, Holland, Koch, Solomon, Axilrod, Eckert, and Keir of the Division of Research and Statistics Messrs. Sammons, Reynolds, Baker, and Gemmill the Division of International Finance Money market review. of Mr. Axilrod presented for the Board a review of developments in the Government securities market, following which Mr. Baker summarized foreign exchange market developments. For purposes of today's review, there were distributed tables affording perspective on money market developments and on bank reserve utilization. Members of the staff except Messrs. Kenyon, Young, Fauver, Sammons, and Goodman then withdrew and the following entered the room: Mr. Mr. Mr. Mr. Johnson, Director, Division of Personnel Administration Hexter, Assistant General Counsel O'Connell, Assistant General Counsel Leavitt, Assistant Director, Division of Examinations 2 -2- 9/3/65 Mr. Irvine, Associate Adviser, Division of International Finance Miss Hart, Senior Attorney, Legal Division Mr. Egertson, Supervisory Review Examiner, Division of Examinations Mr. Lyon, Review Examiner, Division of Examinations Discount rates. The establishment without change by the Federal Reserve Bank of Minneapolis on September 1 and by the Federal Reserve Banks of New York, Philadelphia, St. Louis, and San Francisco on September 2, 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 Chemical Bank New York Trust Company, New York, New York, approving the establishment of a branch at Third Avenue and East 28th Street, Borough of Manhattan, and commenting on the bank's capital position; letter to the Federal Reserve Bank of New York on these matters. 1-2 Letter to United Bank & Trust Company, Hartford, Connecticut, approving an extension of time to establish a branch in Bristol. 3 Letter to The Bank of Romney, Romney, West Virginia, approving an investment in bank premises. 4 Letter to the Federal Reserve Bank of Atlanta waiving the assessment of a penalty incurred by National Bank of Melbourne and Trust Company, Melbourne, Florida, because of a reserve deficiency. 5 Letter to Irving International Financing Corporation, New York, New York, granting permission to purchase shares of China Trade & Development Corporation Ltd., Taipei, Taiwan. 6 9/3/65 -3Item No. Letter to Bank of California International Corporation, San Francisco, California, granting permission to purchase shares of China Trade & Development Corporation Ltd. 7 Letter to the Federal Reserve Bank of San Francisco stating that republication of the midyear report of condition of J. N. Ireland and Co. Bankers, Malad City, Idaho, would not be required. 8 Letter to the Federal Reserve Bank of Minneapolis approving the payment of salaries to two officers at rates fixed by the Bank's Board of Directors. 9 Report on competitive factors (Altoona-Bellefonte, Pennsylvania). After agreement had been reached on a minor change in the draft conclusion, unanimous approval was given to the transmittal to the Federal Deposit Insurance Corporation of a report containing the following conclusion on the competitive factors involved in the proposed merger of Altoona Central Bank and Trust Company, Altoona, Pennsylvania, with First Bellefonte Bank and Trust Company, Bellefonte, Pennsylvania: Consummation of the proposed merger of Altoona Central Bank and Trust Company and First Bellefonte Bank and Trust Company would eliminate the little, if any, existing competition between them; it would expose the banks presently operating in the service area of First Bellefonte Bank and Trust Company to the competitive capabilities of a substantially larger institution. The proposed transaction would unite the largest bank in Blair County with the second largest bank in Centre County, and the resulting institution would hold almost 40 per cent of the total deposits held by banks in its service area. The overall effect of the proposed merger on competition would appear to be adverse. Application of New Jersey Bank and Trust Company (Items 10-12). After discussion, the issuance was authorized of the following documents -4- 9/3/65 reflecting Board approval on August 27, 1965, of the application of New Jersey Bank and Trust Company, Clifton, New Jersey, to merge into itself Wayne State Bank, Wayne, New Jersey: order, statement, and dissenting statement of Governor Maisel in which Governor Robertson concurred. Copies of the documents, as issued, are attached as Items 10, 11, and 12, respectively. Gold loans (Items 13 and 14). There had been distributed memo- randa from Mr. Young dated September 2, 1965, relating to proposed gold collateral loans to the Bank of Guatemala and the Central Bank of Costa Rica. These loans had been authorized by the Board of Directors of the Federal Reserve Bank of New York subject to approval by the Board of Governors. The Bank of Guatemala had requested a loan or loans of $10 million. As authorized by the New York Bank, such loan or loans: (1) would be made up to 98 per cent of the value of gold bars set aside in the vaults of the New York Bank under pledge to it; (2) would mature in three months with option to repay at any time before maturity, the advances to be made in multiples of $1 million and the repayments in multiples of $1 million; (3) would bear interest at the discount rate of the New York Bank in effect on the date on which such loan or loans were made; and (4) could be requested and made at any time during a period of 30 days beginning with the date of Bank of Guatemala's acceptance of the New York Bank's terms and conditions. The usual participation in any such loan or loans would be offered to the other Federal Reserve Banks. 21 -5- 9/3/65 The Central Bank of Costa Rica had requested a loan or loans of $2 million. As authorized by the New York Bank, such loan or loans: (1) would be made up to 98 per cent of the value of gold bars set aside in the vaults of the New York Bank under pledge to it; (2) would mature in three months with option to repay at any time before maturity, the advances to be made in multiples of $500,000 and the repayments in multiples of $100,000; (3) would bear interest at the discount rate of the New York Bank in effect on the date on which such loan or loans were made; and (4) could be requested and made at any time during a period of 30 days beginning with the date of the Central Bank of Costa Rica's The usual acceptance of the New York Bank's terms and conditions. Participation in any such loan or loans would be offered to the other Federal Reserve Banks. After discussion of the circumstances giving rise to the loan requests, unanimous approval was given to telegrams to the Federal Reserve Bank of New York stating that the Board approved the making of the requested loans on the terms and conditions indicated. Copies of the telegrams are attached as Items 13 and 14, respectively. Question whether to hold hearings. There had been distributed memoranda from Mr. O'Connell dated August 27 and 31, 1965, relating to the question whether hearings should be ordered on the following bank holding company applications: (1) application of Associated Bancorporation, Milwaukee, Wisconsin, to form a bank holding company through the acquisition 2S4 -6- 9/3/65 of at least 80 per cent of the voting shares of the Milwaukee Western Bank, Milwaukee, and the Menomonee Falls Bank, Menomonee Falls; and (2) application of Denver U. S. Bancorporation, Inc., Denver, Colorado, for approval of the acquisition of 50 per cent or more of the voting shares of The Mercantile Bank and Trust Company, Boulder. In the Wisconsin matter, the Commissioner of Banks at first recommended denial of the application, which would have made a hearing mandatory. Later, however, after conversation with representatives of the applicant, the Commissioner withdrew his earlier recommendation and advised that he saw no need for a public hearing on the application. No other indications of opposition to the application had been received. However, the Federal Reserve Bank of Chicago recommended denial of the application, being critical of the asset condition of the larger of the two proposed subsidiary banks and of the management policies in both Proposed subsidiary banks. (Such management was the same as proposed for the applicant.) Mr. O'Connell suggested that the Board authorize the staff to proceed with its analysis of the application for presentation of the case to the Board in the usual manner. In the Colorado matter, the State Bank Commissioner had recommended on behalf of the State Banking Board that the application be denied, and a hearing thereon in Denver was requested. The Commissioner's letter was 2F42 9/3/65 -7- not received within the 30-day period specified in the statute, so that from a legal standpoint a hearing was discretionary rather than mandatory. Letters of opposition from certain other Colorado banks also had been received. It was the Legal Division's view that the holding of a hearing would be consistent with the Board's regulatory responsibilities under the Bank Holding Company Act and that the hearing would serve the declared interest of the State and also the public interest. Mr. O'Connell's memorandum proposed that the hearing, if ordered, be conducted by Hearing Examiner David London, who had been detailed to the Board by the Civil Service Commission for a period of six months on a when-actually-employed basis. The date presently contemplated was October 19, chosen to accede to applicant's request as to a hearing date. Messrs. O'Connell and Heyde of the Legal Division would act as Board Counsel. Governor Robertson began discussion of the Wisconsin application by stating that he looked askance at a situation where a State bank commissioner recommended denial and then reversed his recommendation after consultation with representatives of the applicant. He noted, how- ever, that Mr. O'Connell proposed, if a hearing was not ordered, to request from counsel for applicant a statement of the additional information furnished to the Commissioner of Banks that the latter apparently had found persuasive. Chairman Martin raised the question whether hearings should not be held in this kind of situation, particularly considering the public 2843 -8- 9/3/65 relations aspect. He inquired whether a decision to hold a hearing in this instance would create any problem from the standpoint of precedent, and Mr. O'Connell replied that a number of hearings had been ordered on applications under the Bank Holding Company Act in situations where they were not mandatory. Governor Daane expressed the view that a hearing should be held, noting that one would have been required by law if the Commissioner had not reversed his position. Governor Shepardson observed that the fact that representatives of the applicant had gone to the Commissioner and persuaded him to change his position apparently was not public information. However, knowledge of the circumstances could in some way become public, and this might be an additional argument for holding a hearing. He also referred to the fact that the Federal Reserve Bank of Chicago had recommended denial of the application, and Mr. O'Connell mentioned that this presented something of a delicate situation because the Reserve Bank's recommendation was based on criticism of the asset condition of one of the banks concerned as well as management policies in both banks. If a hearing were held, the Board would have to reach a decision on the application on the basis of the hearing record, which meant that evidence on the financial condition and management policy aspects would have to be adduced at the hearing. The Board, he noted, conceivably might reach a different con- clusion from the Reserve Bank on these aspects. 2S4 4 -9- 9/3/65 After further discussion Chairman Martin reiterated his view that there were enough complications in this matter to justify a hearing, and Governor Robertson said he would resolve his doubts in favor of a hearing. Accordingly, it was agreed unanimously to order a hearing on the application of Associated Bancorporation. A hearing then was ordered on the application of Denver U. S. Bancorporation, and it was understood that arrangements would be made along the lines suggested in Mr. O'Connell's memorandum. As to the Wisconsin hearing, Mr. O'Connell was authorized to go forward with the necessary hearing arrangements on a basis that would avoid conflict with the Denver hearing. In his memorandum on the Wisconsin application, Mr. O'Connell had suggested that the Board might wish to authorize the staff to proceed in the future on the assumption that the Board would not be required to conduct a hearing in any case where, prior to publication of notice for a hearing, a supervisory authority withdrew previously-filed objections, With the understanding that the staff would bring before the Board any case where it appeared that the Board might wish on its own motion to conduct a hearing. This suggestion was not approved, and it was under- that the staff would continue to bring before the Board in such circumstances the question whether a hearing should be held. Apparent Regulation U violation. An interested party had brought to the attention of the Securities and Exchange Commission certain -10- 9/3/65 information suggesting a violation of Regulation U, Loans by Banks for the Purpose of Purchasing or Carrying Registered Stocks, that had been noted in a proxy statement recently filed by an organization known as Precisionware, Inc. the Board. The Commission had referred the correspondence to The Board's staff was subsequently in touch with staff of the Federal Reserve Bank of Boston, and through the latter the incident was discussed with the bank involved, namely, The First National Bank of Boston, Boston, Massachusetts. In summary, it appeared that the bank had advanced about $1.9 million to an organization known as The Triangle Corporation for the purchase of 372,206 shares of common stock of Precisionware, Inc., which stock was registered on a national securities exchange. The amount loaned was far in excess of 30 per cent of the market value of the pledged stock, and it appeared that the loan was made in violation of sections 221.1(a), 221.3(n)(1), and 221.3(n)(3) of Regulation U. There were distributed at this meeting copies of a proposed letter that might be sent promptly by the Federal Reserve Bank of Boston to First National Bank of Boston requesting an explanation of the transaction in question along with proposals for steps the bank might take to undo the transaction if the Board should conclude that the loan was made in violation of Regulation U. Following explanatory comments by Miss Hart, it was agreed that the Federal Reserve Bank of Boston should be requested to send to counsel 2, -11- 9/3/65 for First National Bank of Boston a letter along the lines of the draft that had been distributed. The meeting then adjourned. Secretary's Notes: On September 2, 1965, Governor Shepardson approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Richmond (attached Item No. 15) approving the appointment of Donald E. Beazley as assistant examiner. Memoranda recommending the following actions relating to the Board's staff: §2121y increases, effective September 12 1965 Division Name and title Basic annual salary To From Office of the Secretary Pearl S. Thompson, Senior Records Clerk $ 5,990 $ 6,155 19,310 19,880 10,960 5,875 11,315 6,060 12,495 10,605 12,915 10,960 6,050 6,250 4,480 4,630 4,005 4,140 Research and Statistics Harlow D. C. Osborne, Chief, Consumer Credit and Finances Section S. G. Schmid, Economist Margaret Stewart, Secretary International Finance Charles C. Baker, Jr., Economist Henry F. Lee, Economist Bank Operations Peter N. Sapsara, Analyst Personnel Administration Edna J. Chavis, Stenographer Administrative Services Sanford N. Johnson, Guard 284';' 9/3/65 -12Governor Shepardson today approved on behalf of the Board the following items: Letter to the Federal Reserve Bank of Dallas (attached Item No. 16) approving the designation of Sammie C. Clay as special assistant examiner. Memoranda recommending the following actions relating to the Board's staff: Reemployment following maternity leave Daisy L. Condon as Secretary, Division of Data Processing, with basic annual salary at the rate of $6,615, effective September 20, 1965. Acceptance of resignation Barry E. Huber, Research Assistant (Summer), Division of Data Processing, effective at the close of business September 3, 1965. Assistant Secretarj 2S4 BOARD OF GOVERNORS Item No. 1 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 AOORE195 OfrICLAL CORRESPONDENCE TO THE BOARD September 3, 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 of a branch by Chemical Bank New York Trust Company, New York, New York, at the intersection of Third Avenue and East 28th Street, Borough of Manhattan, New York, New York, provided the branch is established within six months from the date of this letter. The Board notes that the capital adequacy of your bank has declined in the past two years or more and, while it is confident that management is aware of this trend, it urges that consideration be given to the need for strengthening capital structure in light of the bank's growth in recent Tears. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 2RIU BOARD OF GOVERNORS Item No. 2 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20351 ADDRESS orrictAL CORIIIESPONOENCIE TO THE /MARC September 3, 1965. Mr. Fred W. Piderit, Jr., Vice President, Federal Reserve Bank of New York, New York, New York. 10045 Dear Mr. Piderit: bank, the There is enclosed, for delivery to the applicant by branch wn in-to an of hment establis Board's letter approving the interthe at York, New York, New Company, Chemical Bank New York Trust Manhattan. section of Third Avenue and East 28th Street, Borough of use. your for Two copies of the letter are enclosed Company provides The letter to Chemical Bank New York Trust The Board also branch. the of hment a six-month period for the establis Bank has approved a six-month extension of that period. If Chemical n, the New York Trust Company should hereafter apply for an extensio 9, 1962 (S-1846), Procedure prescribed in the Board's letter of November Should be followed. the Board's You will note that the letter also refers to capital bank's the of adequacy concern for the deterioration in the the that s indicate Capital Bank structure. The Form for Analyzing from 102 per ratio of actual capital to that required has declined the March 1965 at cent per 73 to ion cent at the February 1963 examinat risk assets has also examination. The ratio of adjusted capital to the current report leads deteriorated and is 1 to 8.0. Our analysis of less US to the conclusion that the bank's capital position is somewhat than satisfactory. careful considerThe bank's capital position should be given ation in the course of future examinations. Very truly yours, idva e: Karl E. Bakke, Assistant Secretary. Enclosure. 28'5U BOARD OF GOVERNORS Item No. 3 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD September 3, 1965 Board of Directors, United Bank & Trust Company, Hartford, Connecticut. Gentlemen: e The Board of Governors of the Federal Reserv 1965, 30, er Novemb System has approved an extension until y, of the time within which United Bank & Trust Compan 1232 at branch Hartford, Connecticut, may establish a Farmington Avenue, Bristol, Connecticut. granted Authority to establish this branch was Corporation, nce Insura t on June 30, 1964, by the Federal Deposi which ticut, Connec l, Bristo to Bristol Bank and Trust Company, rd, Hartfo y, Compan Trust ide was subsequently merged into Rivers y, Compan Trust ide Rivers Connecticut, under the charter of was and title of United Bank & Trust Company. This merger 1965. 4, June of Order approved by the Board in its Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 2851 BOARD OF GOVERNORS Item No. 4 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20531 ADDRESS orrictAL CORRCIIIPONOILNCC TO THIE BOARD September 3, 1965 Board of Directors, The Bank of Romney, Romney, West Virginia. Gentlemen: Pursuant to the provisions of Section 24A of the Federal Reserve Act, the Board of Governors of the Federal Reserve System approves an investment of $225,000 by The Bank of Romney, Romney, West Virginia, for construction of new banking quarters. It is the Board's understanding that present banking premises are to be sold with the proceeds used to reduce the carrying value of bank premises. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. 2852 BOARD OF GOVERNORS Item No. 5 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 DENCE ADDRESS orriciAL CORRESPON TO TO-4E BOARD September 3, 1965 Mr. Harold T. Patterson, First Vice President and General Counsel, Federal Reserve Bank of Atlanta, Atlanta, Georgia. 30303 Dear Mr. Patterson: This refers to your letter of August 17, 1965, regarding the penalty of $1,312.49 incurred by the National Bank of Melbourne and Trust Company, Melbourne, Florida, on an average daily deficiency of $570,309 in its required reserves for the biweekly computation period ended August 41 1965. error It is noted that (1) the deficiency resulted from an r of transfe a d reverse tally acciden who by an employee of the bank red discove was error the (2) ; account funds to the bank's reserve been not has bank the (3) and ncy; too late to prevent the deficie g a member Penalized for a deficiency in its reserves since becomin on May 1, 1964. Bank to In the circumstances, the Board authorizes your period the for 49 $1,312. of penalty the waive the assessment of ended August 4, 1965. Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. 28. r .)3 Item No. 6 9/3/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD September 3, 1965. Irving International Financing Corporation, One Wall Street, New York 15, New York. Gentlemen: In accordance with the request contained in your letter of August 11, 1965, transmitted through the Federal Reserve Bank of New York, and on the basis of the information furnished, the Board of Governors grants consent for Irving International Financing Corporation ("IIFC") to purchase and hold 1,000,000 shares of capital stock of China Trade & Development Corporation Ltd., Taipei, Taiwan, at a cost of approximately US$250,000, provided such stock is acquired within one year from the date of this letter. The Board also approves the purchase and holding of shares of the Chinese company within the terms of the above consent in excess of 10 per cent of IIFC's capital and surplus. The foregoing consent is given with the understanding that the foreign loans and investments of IIFC, combined with those of Irving Trust Company, including the investment now being approved, will not exceed the guidelines established under the voluntary foreign credit restraint effort now in effect. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 2R 4 BOARD OF GOVERNORS Item No. 7 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 .. .0' F..: I• , .1.. ADDRESS OFFICIAL CORRESPONDENCE TO THE BOARD (Q • 4 .•. .RES CL •..• • • S September 3, 1965. Bank of California International Corporation, 400 California Street, San Francisco, California. 94120 Gentlemen: In accordance with the request contained in your letter of August 16, 1965, transmitted through the Federal Reserve Bank of San Francisco, and on the basis of the information furnished,' the Board of Governors grants consent for Bank of California International Corporation ("BCIC") to purchase and hold 1,000,000 shares of capital stock of China Trade & Development Corporation Ltd., Taipei, Taiwan, at a cost of approximately US$250,000, provlded such stock is acquired within one year from the date of this letter. The foregoing consent is given with the understanding that the foreign loans and investments of BCIC, separate and apart from the foreign loans and investments of your parent bank, and including the investment now being approved, will not exceed the guidelines established under the voluntary foreign credit restraint effort now in effect. Very truly yours, (Signed) Karl E. Bakke Karl E. Bakke, Assistant Secretary. 2S,S5 Item No. 8 9/3/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 AC/DRUMS 01/101AL CORRIE•PONOCNOC TO THIC SOAR° September 3, 1965 t, Mr. E. H. Galvin, Vice Presiden cisco, Fran San of Bank rve Federal Rese 94120. San Francisco, California. Dear Mr. Galvin: 23, 1965, you report on In your letter of August t of J. N. Ireland and Co. an error in the published statemen that The publication indicated Bankers, Naiad City, Idaho. feel of $564,304.13. You cash was $2,186,395.21 instead is r since the larger amount erro s this is clearly a printer' ons. gati obli nt n as U. S. Governme identical to the amount show ioned in your letter it In the circvmstances ment e no the bank's report would serv appears that republication of be not ld shou d agrees that it useful purpose and the Boar required. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. 2S! BOARD OF GOVERNORS Item No. 9 9/3/65 OF" THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20531 ADDRESS orriciAL CORRIESPONOIENCIE TO THE 110ARO September 3, 1965 CONFIDENTIAL (FR) Mr. Hugh D. Galusha, Jr., President, Federal Reserve Bank of Minneapolis, Minneapolis, Minnesota. 55440 Dear Mr. Galusha: payment of salaries to The Board of Governors approves the Minneapolis from the following officers of the Federal Reserve Bank of indicated, rates at 1965, effective dates shown through December 31, in your as reported which are those fixed by your Board of Directors letters of August 3 and August 23, 1965. Name Title Annual Salary Effective September 1 Clarence W. Nelson Director of Research $16,000 Effective October 1 Douglas R. Hellweg Assistant Vice President 14,500 Very truly yours, (Signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. 28.3 Item No. 10 9/3/65 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. In the Matter of the Application of ITEW JERSEY BANK AND TRUST COMPANY for approval of merger with Ilayne State Bank 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. 1328(c)), an application by New Jersey Bank and Trust Company, Clifton, New Jersey, a State member bank of the Federal Reserve System, for the Board's prior approval of the merger of that bank and Wayne State Bank, Wayne, New Jersey, under the charter and title of the former. As an incident to the merger, the two offices Of Wayne State Bank would become branches 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, 2858 -2and the Attorney General on the competitive factors involved in the proposed merger, in the IT IS HEREBY ORDERED, for the reasons set forth hereby Board's Statement of this date, that said application be and ated is approved, provided that said merger shall not be consumm (a) within seven calendar days after the date of this Order or (b) later than three months after said date. er, 1965. Dated at Washington, D. C., this 3rd day of Septemb By order of the Board of Governors. Voting for this action: Chairman Martin, and Governors Balderston, Shepardson, Nitchell, and Daane. Voting against this action: and Maisel. Governors Robertson (signed) Kenneth A. Kenyon Kenneth A. Kenyon, Assistant Secretary. (SEAL) 2859 Item No. 11 9/3/65 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM APPLICATION BY NEW JERSEY BANK ADD TRUST COMPANY FOR APPROVAL OF MERGER WITH WAYVE STATE BAAK STATEMENT New Jersey Bank and Trust Company, Clifton, Few Jersey ("Jersey Bank"), with total deposits of $319 million, has applied, the Pursuant to the Bank Merger Act of 1960 (12 U.S.C. 1828(c)), for Board's prior approval of the merger of that bank and Wayne State Bank, Wayne, New Jersey ("State Bank"), which has total deposits of $8 million.11 of The banks would merge under the charter and title Jersey Bank, which is a member of the Federal Reserve System. As an incident to the merger, the two offices of State Bank would become Offices of Jersey Bank, increasing the number of its authorized offices from 18 to 20. as to each Under the law, the Board is required to consider, 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) whether its corporate powers are consistent with the purposes of 12 U.S.C., Ch. 16 (the Deposit figures are as of June 30, 1965. 2860 -2- Federal Deposit Insurance L.ct), (6) the convenience and 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 proposed merger unless, after considering all of these factors, it finds the transaction to be in the public interest. Bankinr; factors. - The financial history and condition of Jersey Bank and State Bank are satisfactory. Jersey Bank's capital structure is adequate, as is its management, and its earnings prospects are favorable. years ago. State Bank opened for business a little more than three Its capital structure is satisfactory and the growth of the bank has exceeded original projections, but has not been based on broad community support. Earnings have been slightly above average for banks of its class, but the bank has achieved this result by avoiding loans vhich require specialized personnel, and by purchasing a high proportion 02 its portfolio from other banks. Earnings of State Bank would probably continue to be satisfactory, were the application denied. Management of State Bank has rested chiefly in the hands of its president, a man of dominant personality but not a professional banker, uho is beyond normal retirement age. The bank has been unable to solve the problem of obtaining a satisfactory full-time executive officer Mu) can work with the president. Were the proposal consummated, Jersey Bank would be able to supply appropriate executive personnel. While the problem could undoubtedly be solved in ether ways, this factor provides some slight support for approval of the application. 2861 -3- The condition of the resulting bank would be sound, its capital structure satisfactory, its earnings prospects favorable, and its management competent. e%isting banks Neither the corporate powers of the two nor those of the resulting bank are, or would be, inconsistent with the purposes of 12 U.S.C., Ch. 16. Convenieace and needs of the communities. - On a map, Passaic County shows a wasp-waisted or hourglass figure. The only banking offices in the northern and larger portion, which is mainly rural, are those of First National Bank of Passaic County ("First National"), the second largest bank in the county. The southeastern two-thirds of the southern populated Portion, where Jersey Bank's offices are scattered, is densely and heavily industrialized, with the older manufacturing cities of Paterson and Passaic losing inhabitants to the growing residential sectors of Wayne Township. the Because State Bank is too small for consummation of Proposal to affect the services the larger bank can render, the effects 02 the merger would be felt only in Wayne Township. and Wayne, the middle ground, covers about 25 square miles lies just south of the county's narrow waist. While it is the fastest Crowing area in the county, with a number of new industrial parks and residential developments, it remains almost completely fragmented as to its commercial life, with neighborhood instead of regional shopping centers, and inconvenient local road communication. As a result, the head office of State Bank serves very little more of the township than 2862 -4- the two miles surrounding it. State Bank's new branch, operating in a trailer on the site of a projected shopping center which, it is claimed, will be the world's largest, serves only a very limited area at present. The township's banking needs are being met, to a considerable extent, by two offices of First National, a $305 million bank capable of meeting the needs of all but the largest customers located in the county. Jersey Bank, with four offices located not far across the township border, also offers a full range of banking services. Five Other banks located in Passaic County, ranging in size from $98 to about $11 million, as well as several in neighboring counties, are reasonably accessible to Wayne customers. Were State Bank to remain as an independent institution, local customers would have a choice of banking services from a Nader J.ange of sources. However, State Bank has been making very little effort to serve community needs. three strata. These needs can be allocated, roughly, to The largest customers, represented by such national firms U.S. nubber Company, American Cyanimid, U. R. Grace and Company, and 01;en-Illinoi5 Glass Company, have requirements far beyond the capacity of any of the county's banks. No rearrangement of local banking facilities is likely to make any difference to their convenience and needs. A second stratum contains customers whose needs are within the capacity of either Jersey Bank or First National to serve, but who are Ear larger than a $8 million bank can hope to deal with, even on a 2S63 _5- Participation basis. This stratum would contain some local industrial of substantial floorconcerns, real estate developers, merchants in need plan credit, and the like. Uhile customers in this stratum can, and counties for undoubtedly do, range over Passaic and neighboring presence of a second bank alternative sources of banking services, the will contribute, capable of serving them, within Uayne Township itself, to some extent, to their convenience. and convenience However, it is the third stratum whose needs are most directly concerned in the proposed merger. This group includes s wanting installment individual homeowners in need of mortgages, customer s, small loans to purchase automobiles, appliances, and for other purpose commercial and industrial concerns, and the like. not to attempt to serve this market. State Bank has chosen The bank has no FHA or GI mortgages, and has generally avoided committing bank funds in the mortgage market. customers Such few mortgages as it has made were accommodations to connected with the board of directors. It has made few automobile loans tions. in the community, preferring to purchase paper from other institu loans, originating Indeed, it has followed a similar policy as to all contacts only a minor portion in Unyne, obtaining some from directors' y. outside the community, and purchasing a large majorit In sum, only from its about 20 per cent of the bank's total loan volume is derived oun community. and installment Jersey Bank has specialized in mortgage customers who do lending, and would provide a genuine alternative for 2864. -6- not wish to bank with First National and for whom it is, perhaps, something more than inconvenient to bank outside their own community. Competition. - As discussed above, Passaic County is served by eight banks, Jersey State and First National in the $300 million class, and the others ranging downward from $100 million. In addition, banks in neighboring counties compete in Passaic, as do, to a considerable extent, larger New York City and other metropolitan banks which actively advertise, in newspapers and on radio and television, for business over the entire area, and are accessible by mail and to commuters from the county and fro m Wayne, itself. Nevertheless, despite customer mobility, particularly as to larger accounts, and the fact that banking connections may be made elsewhere by commuters or by mail, office location is probably still a dominant factor in banking competition, at least as to the lower and middle strata described above. However, under present State law, it is extremely difficult for meaningful office competition to occur, especially in smaller communities, or in developing areas, such as Wayne. Under the local form of office protection, only a bank headquartered in a municipality can establish a de nova branch there if any other bank already has an office in the community. Thus, local office competition fer First National in Wayne is limited to that State Bank can provide, a burden the smaller bank is unable to assume. is Its single new branch operating at a loss, despite the loan of paid personnel from Jersey 28135 -7- Bank, and it lacks resources to open another. Moreover, the record been aggressively indicates that competitive tactics of First National have itself on a firm calculated to prevent the smaller bank from establishing tion to do so. community basis, even had it shown a healthier disposi National That the community would welcome competition for First before is shown by the amount of business Jersey Bank drew from Wayne business, State Bank was established. Partly because of the e::tent of this accounts and amounting to $4 million in some three thousand deposit location $6 million in over a thousand loans, and partly because of the Of four Jersey Bank offices near Wayne's borders, there would have been a had the Potentiality for substantial competition between the two banks, smaller institution followed different policies. However, such competition Bank has not developed, nor does it seem likely to develop unless State were radically to alter its policies. Bank and The relative absence of competition between State Jersey Bank is evidenced by a number of circumstances. First, the smaller bank has not developed business in Wayne beyond the immediate environs of its home office. ted. The balance of the township has remained unaffec are mortgages, Second, about three-quarters of Jersey Bank's loans in Wayne a type of loan which State Bank generally avoids. Of these, more than half originated before State Bank opened for business, and about 60 per cent were made to home purchasers moving from Jersey Bank's service -2/ in lower Passaic County into Wayne Township. area In fact, according deposits The area from which a bank derives 75 per cent or more of its of individuals, partnerships, and corporations ("ipc" deposits). 2/ 2866 -8- to the 1960 Census, about 40 per cent of persons moving into Wayne during the five preceding years came from Passaic, Paterson, or Clifton, all in Jersey Bank's service area. Customer inertia, and the failure of the smaller bank to make any real effort to attract their business, have evidently caused Jersey Bank's customers to leave their accounts with their former bank on moving to Wayne. It is a disturbing factor in the competitive picture that effectuation of the proposal would increase, although to an insubstantial alttent, the proportion of county loans and deposits held by the slightly larger of the two largest banks in Passaic County. Jersey Bank's share 3/ of IPC— deposits will rise from 36.5 to 37.3 per cent, and of total loans from 38.2 to 39.2 per cent, as opposed to First National's 33 per cent of IPC deposits and 32.3 per cent of loans. Banking concentration in the county will be increased, and the only small independent bank in an area dominated by First National will disappear. However, under present State 417, there seems to be no other way in which meaningful banking competition CCrl be provided through offices located in Wayne. It does not appear that consummation of the merger will have any adverse competitive effect on the remaining banks located in southern and southeastern Passaic County, which are already competing successfully 17ith Jersey Bank. Summary and conclusion. - While consummation of the merger lhould increase banking concentration in Passaic County, this effect is .'Based on data for December 31, 1964. -9- 2867 more apparent than real, due to the failure of State Bank to provide meaningful competition for eith2r of its larger neighbors. Under State law, a merger of this kind is the only means by which First National's virtual local-office monopoly can be broken, and the entrance of a second large and vigorous bank into the community will improve both the competitive Picture and the way in which community needs and convenience are served. A management problem in the smaller bank will incidentally be solved. Accordingly, the Board finds that the proposed merger would be in the public interest. September 3, 1965. 24SW-3 DISSENTING STATEMENT OF GOVERNOR MAISEL IN WHICH GOVERNOR ROBERTSON CONCURS Item No. 12 9/3/65 It is difficult to understand, let alone to justify, the decision announced today by the Board, which grants the two largest banks in Passaic County a duopoly position in the county's fastest growing market. There is general agreement that nothing in the banking factors justifies this merger. are strongly adverse. On the other hand, the competitive factors Under New Jersey law, once this merger is consummated no third bank can enter Wayne Township except for a bank that is newly °rganized. Prospects for establishing a new local competitor, when two large banks are so firmly entrenched in the field, seem very unpromising. Today, three banks are competing in Wayne Township, one of them, the acquiring bank in the application before the Board, very effectively from just across the township line. The smaller bank, it is true, may not be competing with great energy. But it is an alternative source of banking services, it is competing, and, in fact, is making money. The amount of loans and deposits which Jersey Bank and State Bank draw f-rom one another's territory is evidence that competition exists. State Bank offers more attractive rates to individual customers both with respect to interest on savings deposits and charges on checking accounts, than Jersey Bank does, this is competition. In fact, whenever a member of the Public, Mr. A. or Mrs. X, makes a choice whether to drive to an office of State Bank or First National, or just across the line to an office of jerseY Bank in, say, Haledon, competition occurs. And the potential for future competition, were the application denied, is far stronger. 2869 -2The majority complains that State Bank is not competing in C vigorous healthy way, and is not serving the needs of its community, CS if this were an unalterable state of affairs. The fact remains, however, that some competition is far greater than none. Even if one assumes that State Bank's board of directors has determined to dispose of the bank, it is plain that they have a very attractive, salable article. A location in what is advertised to become a giant shopping center is inherently very desirable. Given, in addition, the projected from growth of Wayne Township, and that a location there is protected much competition, what State Bank's directors have to sell becomes extremely valuable. That this is so is demonstrated by the permium offered by Jersey Bank, the highest ever to come before the Board in a merger application. The record shows that this high offer was made to outbid Other institutions anxious to acquire State Bank. a There can be no doubt that, if the application were denied, on less dominant Passaic County bank would be found willing to purchase satisfactory terms and merge State Bank. After all, at least two of the Others are in the $75 to $100 million class, not exactly Lilliputians. continuing Thus, denial of the application would assure Wayne Township of to be access to three banks located in it or so close to the line as conveniently available. , There are two troubling fallacies in the majority's reasoning meant by both indicating a failure to analyze and apply what Congress "the effect of the transaction on competition (including any tendency toward monopoly)". The first, and by far the most important, is the merger applications-assumption--not only here, but in earlier decisions on 2870 -3- that competition is improved by increasing the size of the competing banks. This argument has perhaps been made most often where the bank to be aggrandized is already one of the largest in the community, and is particularly fallacious in such a case. The Board is to concern itself with competition in respect to its effect on community welfare. The competition offered by a pair of powerful banks is of a different character and does not have the therapeutic effect on the public welfare usually implied by the term competition. This is particularly true as to customers in the lower and lower-middle strata described by the majority. A third choice for these groups is certain to be better than only two. The second fallacy is a weakness for having things both ways. In other statements on merger applications, where the question was Whether offices of two merging banks were in competition, the majority has solemnly stated that the fact that offices of other banks were located in between the two prevented any serious amount of competition from occurring. Here, where the question is whether Wayne Township Will be subject to a duopoly if the application is approved, the majority with equal solemnity assures us that banks outside Passaic County, and even in New York City, compete effectively within the township, despite myriad intervening offices! In sum, what the majority has done is to grant an assured duopoly position in a protected market to the two largest banks already Present there, on the pretext that this will "improve competition" by eliminating a small bank that has failed to exert itself. This has _4_ 2871 been done in the face of the virtual certainty that a more eligible applicant would have appeared if the application had been denied, and that the merger will foreclose the possibility of a stronger, third competitor appearing in Wayne Township for quite some time in the future. I would disapprove the application. September 3 , 1965. 2 , 2s Item No. 13 9/3/65 TELEGRAM SERVICE LEASED WIRE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON September 3, 1965 SANFORD - NEW YORK BOARD APPROVES GRANTING LOAN OR LOANS ON GOLD UP TO A YORK TO TOTAL OF $10 MILLION BY THE FEDERAL RESERVE BANK OF NEW THE BANCO DE GUATEMALA ON THE TERMS DESCRIBED IN YOUR WIRE OF SEPTEMBER 2. (Signed) Kenneth A. Kenyon KENYON 2873 Item No. 14 9/3/65 EGRAM TEL LEASED WIRE SERVICE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON September 3, 1965. SANFORD - NEW YORK GOLD UP TO A BOARD APPROVES GRANTING LOAN OR LOANS ON BANK OF NEW YORK TO TOTAL OF $2 MILLION BY THE FEDERAL RESERVE DESCRIBED IN YOUR THE BANCO CENTRAL DE COSTA RICA ON THE TERMS WIRE OF SEPTEMBER 2. (Signed) Kenneth A. Kenyon KENYON 2871 BOARD OF GOVERNORS Item No. 15 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, O. C. 20551 wooRess OFFICIAL CORREOPONOENCE TO THE •OARO September 3, 1965 Mr. John L. Nosker, Vice President, Federal Reserve Bank of Richmond, Richmond, Virginia. 23213 Dear Mr. Nosker: In accordance with the request contained in your August 300 1965, the Board approves the appointment of letter Beazley as an assistant examiner for the Federal E. of Donald Richmond, effective today. of Reserve Bank Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary. BOARD OF GOVERNORS Item No. 16 9/3/65 OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D. C. 20551 ADDFIEBB orriciAL CORRESPONDENCE TO THE BOARD September 3, 1965. Mr. Thomas R. Sullivan, Vice President, Federal Reserve Bank of Dallas, 75222 Dallas, Texas. Dear Mr. Sullivan: In accordance with the request contained in your letter of August 31, 1965, the Board approves the designation of Sammie C. Clay as a special assistant examiner for the Federal Reserve Bank of Dallas. Very truly yours, (Signed) Elizabeth L. Carmichael Elizabeth L. Carmichael, Assistant Secretary.