01-20845. 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 September 11, 2001.

A. Federal Reserve Bank of Boston (Richard Walker, Community Affairs Officer) 600 Atlantic Avenue, Boston, Massachusetts 02106-2204:

1. The Royal Bank of Scotland Group plc, Edinburgh, Scotland, The Royal Bank of Scotland plc, Edinburgh, Scotland, RBSG International Holdings Ltd, Edinburgh, Scotland, and Citizens Financial Group, Inc., Providence, Rhode Island; to acquire 100 percent of the voting shares of Citizens Bank of Pennsylvania (in formation), Philadelphia, Pennsylvania, and thereby indirectly acquire 100 percent of the voting shares of Citizens Bank (in formation), Wilmington, Delaware. These banks are being formed to acquire and operate most of the retail branch network of subsidiary banks of Mellon Bank, N.A., Pittsburgh, Pennsylvania, and Mellon Bank (DE), National Association, Wilmington, Delaware, and certain other businesses of Mellon.

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

1. United Community Banks, Inc., Blairsville, Georgia; to merge with Peoples Bancorp, Inc., Carrollton, Georgia, and thereby indirectly acquire Peoples Bank of West Georgia, Carrollton, Georgia.

C. Federal Reserve Bank of Chicago (Phillip Jackson, Applications Officer) 230 South LaSalle Street, Chicago, Illinois 60690-1414:

1. Mid-Iowa Bancshares, Co., Algona, Iowa; to acquire in excess of 5 percent but not to exceed 10 percent of the voting shares of Horizon Bank (in organization), Encino, California.

D. Federal Reserve Bank of Minneapolis (JoAnne F. Lewellen, Assistant Vice President) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. Citizens Bank Holding Company, Finley, North Dakota; to merge with First Sharon Holding Company, Inc., Aneta, North Dakota, and thereby indirectly acquire First State Bank of Sharon, Sharon, North Dakota.

E. Federal Reserve Bank of Kansas City (Susan Zubradt, Assistant Vice President) 925 Grand Avenue, Kansas City, Missouri 64198-0001:

1. Howard County Land and Cattle Company, Grand Island, Nebraska; to acquire 80 percent of the voting shares of Citizens National Bank in Loup City, Loup City, Nebraska (in formation).

F. Federal Reserve Bank of San Francisco (Maria Villanueva, Consumer Regulation Group) 101 Market Street, San Francisco, California 94105-1579:

1. National Mercantile Bancorp, Los Angeles, California; to acquire 100 percent of the voting shares of South Bay Bank, N.A., Torrance, California.

Board of Governors of the Federal Reserve System, August 14, 2001.

Robert deV. Frierson,

Deputy Secretary of the Board.