03-670. 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 February 7, 2003.

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

1. Forest Merger Corporation and FBR TRS Holdings, Inc., both in Arlington, Virginia; to become bank holding companies by merging with Friedman, Billings, Ramsey Group, Inc., and FBR Asset Investment Corporation, both in Arlington, Virginia, and thereby indirectly acquiring FBR Bancorp, Inc., Arlington, Virginia, and FBR National Bank and Trust, Bethesda, Maryland. After the merger, Applicants would be renamed Friedman, Billings, Ramsey Group, Inc.

Applicants also have applied to acquire indirectly more than 5 percent of the voting shares of Pacific Credit Capital, Inc., and its subsidiary Pacific Crest Bank, both in Agoura Hills, California; Hingham Institution for Savings, Hingham, Massachusetts; ITLA Capital Corporation, and its subsidiary, Imperial Capital Bank, both in La Jolla, California.

Applicants also have applied to acquire indirectly more than 5 percent of the voting shares of Quaker City Bancorp, Inc., and its subsidiary, Quaker City Bank, both in Whittier, California; and First Bell Bancorp, Inc., Pittsburgh, Pennsylvania, and its subsidiary Bell Federal Savings and Loan Association, Bellevue, Pennsylvania, and thereby engage in operating savings associations, pursuant to § 228.25(b)(4) of Regulation Y.

2. MountainBank Financial Corporation, Hendersonville, North Carolina; to merge with Cardinal Bankshares Corporation, Floyd, Virginia, and thereby indirectly acquire voting shares of The Bank of Floyd, Floyd, Virginia.

3. MountainBank Financial Corporation, Hendersonville, North Carolina; to merge with CNB Holdings, Inc., Pulaski, Virginia, and thereby indirectly acquire voting shares of Community National Bank, Pulaski, Virginia.

Board of Governors of the Federal Reserve System, January 8, 2003.

Robert deV. Frierson,

Deputy Secretary of the Board.