01-30512. 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 January 4, 2002.

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

1. BB&T Corporation, Winston-Salem, North Carolina; to merge with Mid-America Bancorp, Louisville, Kentucky, and thereby indirectly acquire Bank of Louisville, Louisville, Kentucky. In addition, Applicant also is seeking permission to exercise an option to acquire up to 19.9 percent of the voting shares of Mid-America Bancorp under certain circumstances.

In connection with this application, Applicant also has applied to acquire Mid-America Gift Certificate Company, Louisville, Kentucky, and thereby engage in data processing activities, pursuant to § 225.28(b)(14) of Regulation Y; MABC Leasing Co., Louisville, Kentucky, and thereby engage in leasing activities, pursuant to § 225.28(b)(3) of Regulation Y; and MAB Investment Group, Inc., Louisville, Kentucky, and thereby engage in investment advisory activities, pursuant to § 225.28(b)(6) of Regulation Y.

2. BB&T Corporation, Winston-Salem, North Carolina; to merge with AREA Bancshares Corporation, Owensboro, Kentucky, and thereby indirectly acquire AREA Bank, Owensboro, Kentucky, and The Vine Street Trust Company, Owensboro, Kentucky. In addition, Applicant also is seeking permission to exercise an option to acquire up to 19.9 percent of the voting shares of AREA Bancshares Corporation under certain circumstances.

In connection with this application, Applicant also has applied to acquire AREA Trust Company, Owensboro, Kentucky, and thereby engage in trust activities, pursuant to § 225.28(b)(5) of Regulation Y, and AREA Services, Inc., Owensboro, Kentucky, and thereby engage in discount brokerage activities, pursuant to § 225.28(b)(7)(i) of Regulation Y.

B. Federal Reserve Bank of Atlanta (Cynthia C. Goodwin, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30309-4470:

1. Morton Bancorp, Inc., Morton, Mississippi; to become a bank holding company by acquiring 100 percent of the voting shares of Bank of Morton, Morton, Mississippi.

C. Federal Reserve Bank of Dallas (W. Arthur Tribble, Vice President) 2200 North Pearl Street, Dallas, Texas 75201-2272:

1. Bryan Family Management Trust, Bryan, Texas, and Bryan Heritage Limited Partnership, Bryan, Texas; to acquire 51 percent of the voting shares of The First National Bank of Bryan, Bryan, Texas.

Board of Governors of the Federal Reserve System, December 5, 2001.

Jennifer J. Johnson,

Secretary of the Board.