Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/nic/.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than November 24, 2000.

A. Federal Reserve Bank of Cleveland (Paul Kaboth, Banking Supervision) 1455 East Sixth Street, Cleveland, Ohio 44101-2566:

1. Savings Bancorp, Inc., Circleville, Ohio; to become a bank holding company by acquiring 100 percent of the voting shares of The Savings Bank, Circleville, Ohio.

B. Federal Reserve Bank of Richmond (A. Linwood Gill, III, Vice President) 701 East Byrd Street, Richmond, Virginia 23261-4528:

1. F&M National Corporation, Winchester, Virginia; to merge with Atlantic Financial Corp., Newport News, Virginia, and thereby indirectly acquire voting shares of F&M Bank-Atlantic, Gloucester, Virginia.

In connection with this application, Applicant also has applied to acquire Johnson Mortgage Company, L.L.C., Newport News, Virginia, and thereby engage in origination, closing, and selling of mortgages and related servicing rights to outside investors, pursuant to § 225.28(b)(1) of Regulation Y.

C. Federal Reserve Bank of Atlanta (Cynthia C. Goodwin, Vice President) 104 Marietta Street, N.W., Atlanta, Georgia 30303-2713:

1. Whitney Holding Corporation, New Orleans, Louisiana; to acquire 100 percent of the voting shares of American Bank, Houston, Texas.

D. Federal Reserve Bank of St. Louis (Randall C. Sumner, Vice President) 411 Locust Street, St. Louis, Missouri 63166-2034:

1. First Banks, Inc., St. Louis, Missouri, through its subsidiary, First Banks America, Inc., St. Louis, Missouri; to acquire 100 percent of the voting shares of The San Francisco Company, San Francisco, California, and thereby indirectly acquire voting shares of Bank of San Francisco, San Francisco, California.