02-20005. 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 Web site 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 August 30, 2002.

A. Federal Reserve Bank of New York (Betsy Buttrill White, Senior Vice President) 33 Liberty Street, New York, New York 10045-0001:

1. HSBC Holdings PLC, London, England; HSBC Holdings B.V., London, England; HSBC Finance (Netherlands), London, England; and HSBC North America, Inc., Buffalo, New York; to acquire 100 percent of the voting shares of HSBC Washington Savings Bank, Seattle, Washington, and HSBC Oregon Shell Bank, Portland, Oregon, both banks in formation.

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

1. Guaranty Financial Services, Inc., Huntington, West Virginia; to become a bank holding company by acquiring 100 percent of the voting shares of Guaranty Bank & Trust Company, Huntington, West Virginia.

C. Federal Reserve Bank of Atlanta (Sue Costello, Vice President) 1000 Peachtree Street, NE., Atlanta, Georgia 30309-4470:

1. Generation Bancshares, Inc., Blairsville, Georgia; to become a bank holding company by acquiring 100 percent of the voting shares of Generation Bank, Blairsville, Georgia (in organization).

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

1. Bement Bancshares, Inc., Bement, Illinois; to acquire 100 percent of the voting shares of CGB&L Financial Group, Inc., Cerro Gordo, Illinois, and thereby indirectly acquire voting shares of Cerro Gordo Building and Loan, S.B., Cerro Gordo, Illinois.

2. Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois; to acquire additional voting shares and increase its ownership from 32.52 percent to 51 percent of the voting shares of Oswego Bancshares, Oswego, Illinois, and thereby indirectly acquire additional voting shares of Oswego Community Bank, Oswego, Illinois.

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

1. Prosperity Bancshares, Inc., Houston, Texas; to merge with Southwest Bank Holding Company, Dallas, Texas, and thereby indirectly acquire Bank of the Southwest of Dallas, Dallas, Texas.

Board of Governors of the Federal Reserve System, August 2, 2002.

Jennifer J. Johnson,

Secretary of the Board.