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By order of the Board of Governors, March 12, Voting against this action: Governors Robertson and Maisel. Chairman Burns was not a member of the Board on the date of the Board's decision. Views and recommendation of supervisory au- thority. As required by section 3 b of the Act, the Board gave written notice of receipt of the applica- tion to the Superintendent of Banks of the State of Tennessee and requested his views and recommen- dation thereon.

The Superintendent replied that his office would not object to the proposed transaction. Section 3 c of the Act provides that the Board shall not approve an acqui- sition that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Nor may the Board approve a proposed acquisition, the effect of which, in any section of the country, may be substantially to lessen competition, or to tend to create a monopoly, or which in any other manner would be in restraint of trade, unless the Board finds that the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transac- tion in meeting the convenience and needs of the communities to be served.

In each case, the Board is required to take into consideration the financial and managerial resources and future prospects of the bank holding company and the banks concerned, and the convenience and needs of the communities to be served. Competitive effect of the proposed transaction.

The 10 largest banking organizations in Tennessee control about 57 per cent of State deposits. Three other bank holding companies, two of which are headquartered 1 All banking data are as of June 30, , and reflect holding company formations and acquisitions approved by the Board to date.

Applicant's acqui- sition of Bank would have no measurable effect on State-wide deposit concentration. All three principal competitors of Bank are located in Morris- town. Consummation of the pro- posal would eliminate some present competition between the Morristown subsidiary and Bank, which is located at the fringe of the area served by the former.

However, the extent of such competition does not appear significant. Bank exerts little com- petitive impact on the Morristown area, and the area immediately surrounding White Pine represents only a minor part of the Morristown subsidiary's market.

The fact that the county line separates Morristown and White Pine limits the potential for future competition between present and proposed subsidiaries, since branching in Tennessee is re- stricted to the county in which a bank is head- quartered.

Bank's affiliation with Applicant will make more feasible the establishment by Bank of branches in other parts of Jefferson County, thus increasing potential competition in those areas. Based upon the foregoing, the Board con- cludes that consummation of the proposed acqui- sition would not result in a monopoly, nor be in furtherance of any combination, conspiracy, or at- tempt to monopolize the business of banking in any area, and would not substantially lessen competi- tion, tend to create a monopoly, nor restrain trade in any section of the country.

Financial and managerial resources and future prospects. The financial condition of Applicant and its 10 subsidiary banks is satisfactory; all have sat- isfactory management and favorable prospects. Bank is in sound financial condition, has capable management, and has favorable prospects. The banking factors as they relate to Applicant, its subsidiary 'banks, and Bank are consistent with approval of the application.

Convenience and needs of the communities in- volved. Consummation of the proposed acquisition would not significantly affect the convenience or needs of the communities served by Applicant's present subsidiaries. It appears that most of the banking services re- quired by the community served by Bank are pres- ently being provided. However, trust services could be more conveniently offered to the area through Bank's affiliation with Applicant.

In addition, in- ternal efficiencies could be effected and manage- ment succession better assured, which would indi- rectly benefit Bank's customers. Larger credit de- mands could be accommodated through participa- tions with other Applicant subsidiaries. Considerations relating to the convenience and needs of the areas involved weigh somewhat in favor of approval of the application.

On the basis of all rel- evant facts contained in the record and in the light of the factors set forth in section 3 c of the Act, it is the Board's judgment that the proposed acqui- sition would be in the public interest, and that the application should be approved. Applicant presently controls a bank which accounts for over 40 per cent of the deposits in what is recognized to be the most relevant market within which to measure the competitive effects of the proposal. Bank is one of only three banks com- peting with Applicant's subsidiary in that market.

Its acquisition by Applicant will result in the elimi- nation of significant existing competition, and Ap- plicant's share of the deposits in the market will be increased to more than 47 per cent.

A proposal which would have such effects should not be ap- proved, absent compelling considerations involving the financial condition of the bank, deficient bank- ing service in the area, or both.

Even then, approval should be given only in the absence of alternatives which would solve any banking or service problems which might exist in a manner more consistent with the preservation of competition. But the values of com- petition are not to be more lightly regarded in a rural context than in an urban one. The typical rural resident is at least equally as powerless as his urban counterpart to resist the arbitrariness of the economic conditions which may be unilaterally im- posed in a market dominated by a single supplier of an essential service.

Neither is it appropriate to assume that conclu- sions regarding the size necessary to achieve econo- mies of scale, which may be completely valid in an urban setting, are necessarily applicable to a rural area where banking requirements are much less complex. In the present case, it appears that all banks in the area involved are operating profitably; the area is not overbanked. As the majority acknowledges, Bank is in sound financial condition, has competent management, and its prospects as an independent bank are favorable.

Its earnings, in fact, are above the average of banks of similar size in its Federal Reserve District. There is no evidence of credit demands in its area which Bank cannot meet.

Bank does not offer trust services, but there appears to be little demand for them in its area, and, in any case, such services are already available from one of Applicant's subsidiaries located only eight miles away, with a good highway spanning the short distance.

Under these circumstances, the fact that Bank is relatively small is of no significance in measuring its capability as an alternative source of all major services needed in its area, and the fact that the area is not heavily populated, and that therefore only a minute portion of the general pub- lic will be in any way affected by Applicant's pro- posal, does not alter the conclusion that those who will be affected will be disserved by consummation of the acquisition.

There is no evidence that any community will benefit from the proposal. The majority suggest that the proposed acquisition provides a vehicle through which Applicant can obtain branches, and thereby compete, in other areas of Jefferson County.

That suggestion might be entitled to some weight if it had come from Applicant; the application, however, indicates nothing more than Applicant's desire to achieve an even more prominent position in a mar- ket which it presently dominates.

We would at- tribute no deeper purpose to the proposal than that which Applicant claims for it. On the record before the Board, it is our con- viction that consummation of Applicant's proposal will not be in the public interest. We would there- fore deny the application.

As required by section 3 b of the Act, the Board notified the Comptroller of the Currency of the application and requested his views and recom- mendation. The Comptroller offered no objection to approval of the application.

Notice of receipt of the application was published in the Federal Register on June 7, 34 Fed- eral Register , providing an opportunity for interested persons to submit comments and views with respect to the proposed transaction.

The Board has also considered testimony received in the course of public oral presentation on this application conducted before the Board on February 17, Dated at Washington, D. By order of the Board of Governors. Maisel, Brimmer, and Sherrill. Voting against this ac- tion: Chairman Burns did not participate in the decision on this application. Notice of receipt of the application was published in the Federal Register on June 7, 34 Federal Register , providing an opportunity for in- terested persons to submit comments and views with respect to the proposed transaction.

The Board has also considered testimony received in the course of a public oral presentation on this application conducted before the Board on February 17, The Board has also considered testimony received in the course of the public oral presentation on this application conducted before the Board on February 17, Each of the applications has been sep- arately considered and is the subject of a separate Board Order.

However, since certain facts and circumstances are common to all three applica- tions, this Statement contains the Board's findings and conclusions with respect to each of the ap- plications.

Views and recommendations of supervisory au- thority. As required by section 3 b of the Act, the Board notified the Comptroller of the Currency of receipt of the applications and requested his views and recommendations thereon.

The Comptroller's reply was directed solely to the competitive factors involved and concluded that approval of the ap- plications would not adversely affect banking com- petition. Section 3 c of the Act provides that the Board shall not approve an acquisition that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopo- lize the business of banking in any part of the United States.

Nor may the Board approve a proposed acquisition, the effect of which, in any section of the country, may be substantially to lessen competition, or tend to create a monopoly, or which in any other manner would be in restraint of trade, unless the Board finds that the anticompeti- tive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served.

In each case the Board is required to take into considera- tion the financial and managerial resources and future prospects of the bank holding company and the banks concerned, and the convenience and needs of the communities to be served. In the course of the Board's study of Charter Bankshares' three applications, there arose from several statements by Applicant con- tained both in the applications and in communica- tions responding to Board requests for additional information relevant to the propsals, a question con- cerning the extent to which Applicant is controlled by The Charter Company, a Florida corporation that owns, of record, Charter Company also owns or controls Charter Company has ex- tensive nonbank investments, totaling some 23 sub- sidiary and affiliated organizations, the general business natures of which encompass mortgage brokering; real estate investments, developments and holdings; real estate mortgage and title insur- ance; advisory and administrative services for a real estate investment trust; building premises cor- porations; and the operation of a chain of service stations, tire stores, and convenience foods stores comprising approximately 70 units operating in 25 cities in six Southeastern States.

An equally important question, distinct from the aforementioned statutory control issues, relates to a less patent form of control, that is, to the possi- bility that decisions presumably made on behalf, and in the stated best interest, of Charter Bank- shares and its subsidiary banks, are in fact made, or are subject to being made, so as to serve pri- marily the interests of Charter Company and its extensive nonbanking investments, with potential deleterious effects on Charter Bankshares' inter- ests.

Separate but related provisions of the Bank Holding Company Act, together with the Act's legislative history, reflect Congressional intent to effect with respect to registered bank holding companies a separation of bank subsidiary opera- tions and, with limited exceptions, nonbanking in- terests. In view of the direct and important relation of these provisions to the aforementioned "control" issues, and to the Board's ultimate action on the applications, the questions bearing on the control issues will first be discussed and resolved.

On February 17, , the Board conducted a public oral presentation relating to the above- stated issues of control, at which proceeding three witnesses testified and responded to Board inquiries. The entire record before the Board, including the testimony rendered during the February 17 proceeding, together with documentation submitted upon request by the Board, reasonably supports the following conclusions.

Charter Company owns, in total, Mason is the principal stockholder of Charter Company, owning approximately 30 per cent of its voting stock. The record also clearly establishes that, de- spite the minimal amount of Charter Bankshares' voting stock owned or controlled by Mr. Mason, he holds a substantially influential position with respect to decisions affecting Applicant's operations.

Al- though Applicant's chief executive officer asserted that all major decisions affecting Applicant are made by him and Applicant's Board of Directors, it was admitted by Dr. Ruffin, and conceded by Mr.

Mason, that the latter was not at all reluctant to offer advice concerning matters of interest to Char- ter Bankshares, and that the former was not reluc- tant to seek and rely upon such counsel and advice. The former President and Chairman of Applicant offered no challenge to the positions stated by the other two witnesses regarding Charter Company's lack of control of Applicant.

Rather, he stated that he had no evidence to indicate such control; that to his knowledge Applicant's Board of Directors was not controlled by Charter Company; and that, in fact, the selection of Applicant's Board of Di- rectors was made on the basis of recommendations from and agreement by Bankshares' officers and di- rectors. Mason, Charter Company's principal stockholder, has considerable influence with regard to operational and policy decisions affecting Charter Bankshares, many actively sought and welcomed by Charter Bankshares' management, no attribution to Charter Company of this influence can be made within the context of the control provisions of the Act.

Regarding the question of whether the Board should prevent further expansion of Charter Bank- shares' system because of the close relationship which that system has with Charter Company and Mr.

Mason, the Board is unable to conclude that the manner in which Charter Company's operations are conducted has adversely affected Charter Bank- shares' operations, growth, or service to its banks and the public they serve.

Nor is there evidence that the resources of these banks have been unlaw- fully or unduly utilized in the service, or to the ad- vantage of, Charter Company and its interests and the disadvantage or detriment of the banks. On the contrary, there is uncontroverted evidence that Charter Bankshares has, to its advantage, sought of and received from Charter Company financial as- sistance necessary to Charter Bankshares' growth, and contributory to the sound financial condition of its banks.

Competitive effect of the proposed transactions. The 10 largest banking organizations in Florida, all of which are bank holding companies, control 40 per cent of the deposits held by all banks in the State.

Petersburg, and ac- counts for about 23 per cent of the total deposits held by all banks in that area. Petersburg Bank, and the third and fifth largest are subsidiaries of separate bank holding companies, both of which are much larger than Applicant is, or would become as a result of the proposed acquisitions. It does not appear that the viability or competitive effectiveness of any bank in the area would be adversely affected by Applicant's acquisition of St. Neither of the two other proposed subsidiary banks is among the largest in the area in which it competes.

It is the twelfth largest of 28 banks in Duval County, and ac- counts for 1. None of the proposed subsidiary banks is located within miles of another, or within miles of any of Applicant's present subsidiary banks. No significant competition exists between any of them. Further, in view of the distances involved and the fact that branching is prohibited by Florida law, it does not appear that a significant potential for fu- ture competition would be foreclosed.

Even assuming that result, however, it does not appear that the effect on banking com- petition would be significant in view of the size of the two banks relative to other banks in the area, and in view of the limited amount of present com- petition between them. The Board concludes, on the basis of the record before it, that consummation of Applicant's pro- posals would not result in a monopoly, or be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the busi- ness of banking in any relevant area.

Neither does it appear likely that such consummation would sub- stantially lessen competition, tend to create a mo- nopoly, or restrain trade in any section of the coun- try.

The financial condition of Applicant and its present subsidiary banks is regarded as reason- ably satisfactory. At the present time Applicant has a rather substantial debt position incurred as a result of action taken to strengthen the capital position of certain of its banks.

Applicant's debt retirement projections appear reasonably subject to achieve- ment, provided Applicant adheres to a prudent scheme of operation both for itself and its subsidiary banks. The likelihood of eliminating Applicant's debt would be significantly enhanced by the acquisi- tions here proposed, particularly Applicant's owner- ship of the St.

While the capital position of one of Applicant's existing subsidiaries is somewhat less than desirable, in general, the finan- cial condition of the banks is satisfactory. Applicant's management appears lacking in both depth and experience. The individ- ual who was instrumental in organizing Applicant and who served as its chief executive officer for ap- proximately seven years, left Applicant at mid-year While the record does not reflect adversely upon his general executive ability, Applicant's interests and those of its present and proposed subsidiary banks would benefit from the addition of executive personnel with experience in bank administration and operation.

Applicant has recently added to its Board of Directors a capable and experienced banker, the president of the St. It is unlikely that this individual would remain on Applicant's Board should Appli- cant's acquisition of the St. Petersburg Bank be denied. On the other hand, the inclusion of the St. Petersburg Bank within Applicant's system will en- sure executive and managerial direction to Appli- cant that is now afforded by that bank, and will make available to Applicant's other banks the man- agerial and full-service banking experience found in an institution the size of the St.

Consummation of Applicant's proposals would provide Applicant and its banks with more experi- enced, and a greater depth of, management. The foregoing considerations relating to the several banking factors involved weigh somewhat in favor of approval of the applications. The communities served by each of Appli- cant's existing banks, as well as the communities served, respectively, by the Eau Gallie Bank and the Jacksonville Beach Bank, will be affected by con- summation of the proposals now before the Board.

Each of these communities, namely, Pensacola, Gulf Breeze, Milton, Jacksonville Beach, and Eau Gallie recently annexed with and under the name of Melbourne has available to it the full banking services of at least one and, in some instances, sev- eral large banking organizations.

Accordingly, no major banking service is presently lacking in any of these areas. Petersburg Bank will serve to provide Applicant for the first time with a significantly sized lead bank that can be principally instrumental in enabling Ap- plicant's other banks to provide expanded and more convenient banking services. Specifically, Appli- cant's smaller banks will have available, either for the first time or on a more accessible basis, trust service assistance, use of computer and related fa- cilities, and funds through loan participations.

An additional favorable aspect of Applicant's proposed acquisition of the St. Petersburg Bank is the addi- tional potential that it offers Applicant in attracting experienced and capable personnel to its system, and through its system to its banks.

This result, of initial benefit to Applicant and its banks, will ulti- mately benefit the communities served by these banks.

Considerations relating to the convenience and needs of the communities involved are consistent with, and provide some weight supporting, approval of the applications. On the basis of all relevant facts contained in the record, and in the light of the factors set forth in section 3 c of the Act, it is the Board's judgment that the proposed transactions would be in the public interest and that the applications should be approved.

On the contrary, I am satisfied that insofar as Charter Bankshares' operations, bank acquisition proposals, and many related plans are concerned, Mr. Mason's views, judgments, and decisions are given substan- tial, if not decisive, weight by Charter Bankshares' management and directors. I find the imposition of Mr.

Mason's influence on Charter Bankshares, impelled as it must be by his substantial interest and investment in Charter Com- pany and its affiliates and subsidiaries, to be con- trary to the clear intent of Congress to prevent the existence of, or potential for, common control of banking and unrestricted nonbanking operations.

The record before the Board does not justify, in my view, ascribing to Mr. Mason's activities or to the operations of Charter Company, any conse- quence clearly contrary to the interests of Charter Bankshares or the public.

Yet, the potential for such consequences does exist; and the potential was as certainly the thrust of Congressional concern as was the fact. However, applying existing provisions of the Bank Holding Company Act to the circum- stances of this case leaves me no justifiable alterna- tive to concurring in the Board's approval action.

The Bank Holding Company Act's present provi- sions do not encompass an individual's ownership or control of bank stocks; nor do these provisions permit the Board, except in limited circumstances not here applicable, either to attribute an individ- ual's stock holdings to a corporate interest having Digitized for FRASER http: This deficiency in the law, in my judgment, is contributory to substantial circumvention of Con- gressional intent to restrict common control of bank- ing and nonbanking interests and operations.

A provision of the House-passed "one bank hold- ing company" bill would appear to lend considera- ble strength to the Board's ability to reach the types of indirect control evidenced with respect to Char- ter Bankshares. Despite the admitted difficulties posed by the formulation and enforcement of a provision of this nature, I would hope that a con- centrated effort will be made to effect its enactment into law.

First, the undue exposure of bank resources to the demands of nonbank interests commonly owned or controlled was a clear and potential danger fore- seen by Congress and intended to be prevented.

Second, the Bank Holding Company Act does not require Board approval of a proposal if, as I find to be the case with respect to Charter Bankshares' ap- plications, while "legal" control is not attributable to an applicant, the fact of actual control is suffi- ciently unclear as to warrant the exercise of discre- tionary authority to deny the applications.

The Board's position that the record fails to es- tablish the affirmative of the control issues raised by the Board, misconceives the placement of the burden of proof. The burden of establishing that the spirit and clear intent of Congress is not con- travened by the Charter Company-Raymond Mason-Charter Banksharess relationship, is that of the Applicant.

In my opinion, Applicant has failed to carry this burden. The evidence of rec- ord establishes to my satisfaction the dominant role that Mr. Mason holds and plays with respect to the operations of both Charter Company and Char- ter Bankshares. Applying to these circumstances the aforestated intent of Congress and the Board's discretionary au- thority to deny proposals which are not clearly in the public interest, I would deny the three applica- tions.

Joseph, Missouri, for approval of action to become a bank holding company through the acquisition of all less directors' qualifying shares of the voting shares of the successor by merger to The First National Bank of St. Joseph, all in Missouri. Joseph, Missouri, for the Board's prior approval of action whereby Ap- plicant would become a bank holding company through the acquisition of all less directors' quali- fying shares of the voting shares of the successor by merger to The First National Bank of St.

As required by section 3 b of the Act, the Board gave written notice to the Comptroller of the Currency and the Commissioner of Finance of the State of Missouri of receipt of the application and requested their views and recommendation. The Comptroller recommended approval, and the Commissioner offered no objection. Notice of receipt of the application was pub- lished in the Federal Register on November 25, 34 Federal Register , which provided an opportunity for interested persons to submit comments and views with respect to the proposed transaction.

A copy of the application was for- warded to the United States Department of Justice for its consideration. IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said ap- plication be and hereby is approved, provided that the action so approved shall not be consummated a before the thirtieth calendar day following the date of this Order or b later than three months after the date of this Order, unless such period is extended for good cause by the Board, or by the Federal Reserve Bank of Kansas City pursuant to delegated authority.

By order of the Board of Governors, March 13, Joseph, Mis- souri "Applicant" , has filed with the Board, pur- suant to section 3 a 1 of the Bank Holding Com- pany Act of , an application for prior approval of action to become a bank holding company through the acquisition of all less directors' quali- fying shares of the voting shares of a new national bank into which it proposes to merge The First Na- tional Bank of St.

Joseph "First Stock Yards" , all in Missouri. First National is a registered bank holding company by virtue of the fact that its president holds in trust for the benefit of its shareholders all of the outstanding stock less directors' qualifying shares of First Trust, which, in turn, directly owns all of the stock less directors' qualifying shares of First Stock Yards.

The proposal contemplates a reorganization through which the status of First National as a bank holding company will be terminated. The new bank has significance only as a vehicle for accomplishing acquisition of all the shares of First National.

Upon acquisition of the new bank by Applicant, and merger of First National into the new bank, Ap- plicant will succeed to beneficial ownership of the shares of First Trust.

The trust will then be termi- nated, pursuant to provisions of the trust indenture, resulting in Applicant's direct ownership of the shares of First Trust. As a result of these transactions, Applicant will thus directly own the shares of each of the three banks.

As required by section 3 b of the Act, notice of receipt of the application was given to the Comptroller of the Currency and the Commissioner of Finance of the State of Missouri and their views and recommendations were requested.

The Comp- troller recommended approval, and the Commis- sioner offered no objection. Section 3 c of the Act provides that the Board shall not approve an ac- quisition that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Competitive effects of the proposed transaction. Inasmuch as the proposed acquisition involves a reorganization of a holding company system, and reflects neither expansion of that system nor any significant change in the character of the system's banking facilities, consummation of Applicant's proposal would not alter existing banking competi- tion, nor affect potential competition.

On the basis of the foregoing, the Board con- cludes that consummation of this proposal would not result in a monopoly or be in furtherance of any combination, conspiracy, or attempt to monopolize the business of banking in any part of the United States, and would not restrain trade, substantially lessen competition, or tend to create a monopoly in any part of the country.

The condition and management of Ap- plicant and the banks are satisfactory, and their prospects are favorable. The present holding company structure is ade- quate for present operations, but does not lend itself to expansion of the system. The proposed form of organization would be beneficial in this respect, and, in addition, because of the broader market which would likely exist for Applicant's shares as compared with that which exists for shares of First Trust and First Stock Yards, would facilitate the raising of additional capital, as needed, by these banks.

Considerations regarding the banking factors lend some weight in support of the proposal. The convenience and needs of the com- munities served by the banks that would constitute Applicant's system would not be materially affected by consummation of Applicant's proposal. Considerations relating to the convenience and needs of the areas involved are consistent with ap- proval of the application.

On the basis of all the relevant facts contained in the record, and in the light of the factors set forth in section 3 c of the Act, it is the Board's judgment that the proposed transaction would be in the public interest and that the application should be approved. As required by section 3 b of the Act, the Board gave written notice of receipt of the appli- cation to the Superintendent of Banks of the State of Ohio and requested his views and recommenda- tion.

The Superintendent recommended approval of the application. Notice of receipt of the application was published in the Federal Register on February 10, 35 Federal Register , providing an opportunity for interested persons to submit comments and views with respect to the proposal. A copy of the application was forwarded to the United States De- partment of Justice for its consideration.

IT IS HEREBY ORDERED, for the reasons set forth in the Board's Statement of this date, that said ap- plication be and hereby is approved, provided that the acquisition so approved shall not be consum- mated a before the thirtieth calendar day fol- lowing the date of this Order or b later than three months after the date of this Order, unless such period is extended for good cause by the Board, or by the Federal Reserve Bank of Cleveland pursuant to delegated authority.

Chairman Burns and Governor Maisel. The new State bank has no significance except as a means of acquiring all of the shares of the bank to be merged into it; the proposal is there- fore treated herein as a proposal to acquire shares of The Barnitz Bank. As required by section 3 b of the Act, notice of receipt of the application was given to the Superintendent of Banks of the State of Ohio and his views and recommendation were requested.

Section 3 c of the Act provides that the Board shall not approve an ac- quisition that would result in a monoply or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the busi- ness of banking in any part of the United States. In each case, the Board is required to take into consideration the financial and managerial resources and future prospects of the bank holding company and the banks con- cerned, and the convenience and needs of the com- munities to be served.

Applicant would control only 2. Bank has three offices, all of which are located in Middletown population 50, , Butler County, Ohio. Bank is the third largest of seven banks in Butler County population , Applicant plans to en- courage additional branching by Bank; this would serve to increase competition in the area, without undue adverse effects on any competing bank.

The closest office of any of Applicant's subsidi- aries is located 87 miles northeast of Bank, and is separated by three counties. Neither Bank nor any of Applicant's subsidiaries derives significant busi- ness from any area served by the other, and, in view of the distances involved, and Ohio restrictions against branching across county lines, it does not ap- pear that future competition is likely to develop.

Consummation of the proposed acquisition, there- fore, would not eliminate existing competition or foreclose significant potential competition. The Board concludes that consummation of the proposed transaction would not result in a monop- oly or be in furtherance of any combination or conspiracy to monopolize the business of banking in any relevant area, and would not substantially lessen competition, tend to create a monopoly, or restrain trade in any section of the country. The financial condition of Applicant and its present subsidiaries is generally satisfactory and and their managements are considered competent.

Prospects of the group appear favorable. The financial condition and present management of Bank are judged to be satisfactory and pros- pects of bank are considered favorable. Considerations under the banking factors are consistent with approval of the application.

Consummation of the proposal would have no effect on customers served by Applicant's present subsidiaries. Although there is no evidence that significant banking needs of Butler County are not being served at this time, some benefits would accrue to the area as a result of the proposed acquisition.

Be- cause of industrial expansion in the Middletown area, a need has arisen for credit in amounts beyond Bank's ability to fulfill.

Applicant's proposal would facilitate the arrangement of participations with other subsidiaries, enabling Bank to more readily respond to these credit demands. Applicant also proposes to increase Bank's loan volume, with ad- ditional emphasis on farm and education loans. Bank presently has a small trust department. Operations of this deparment would be expanded and improved with advise and assistance from Ap- plicant's largest subsidiary.

These considerations provide some weight in favor of approval of the ap- plication. On the basis of all relevant facts contained in the record and in the light of the factors set forth in section 3 c of the Act, it is the Board's judgment that the proposed acquisition would be in the public interest and that the application should be approved.

As required by section 3 b of the Act, the Board gave written notice of receipt of the applica- tion to the Commissioner of Banks of the State of Texas, and requested his views and recommenda- tion. The Commissioner replied that he had no objection to approval of the application. 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 the acquisition so approved shall not be con- summated a before the thirtieth calendar day fol- lowing the date of this Order or b later than three months after the date of this Order, unless such period is extended for good cause by the Board, or by the Federal Reserve Bank of Dallas pursuant to delegated authority.

Investment Corporation, Houston, Texas "Applicant" , a registered bank holding com- pany, has applied to the Board of Governors pur- suant to section 3 a 3 of the Bank Holding Company Act of 12 U. Applicant pres- ently owns 8. The stock to be acquired represents Ap- plicant's proportionate share of a new stock offering being made by Bank.

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