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Public Meeting Regarding First Chicago NBD and Banc One
Transcript of Thursday, August 13, 1998

 
          1         PUBLIC MEETING REGARDING THE PROPOSAL BY
 
          2          BANC ONE CORPORATION, COLUMBUS, OHIO,
 
          3                      TO MERGE WITH
 
          4     FIRST CHICAGO NBD CORPORATION, CHICAGO, ILLINOIS
 
          5
 
          6
 
          7            Proceedings had in the above-mentioned
 
          8   cause, on Thursday, the 13th day of August, 1998,
 
          9   at The Federal Reserve Bank of Chicago, 230 South
 
         10   LaSalle Street, Chicago, Illinois at 9:00 o'clock
 
         11   a.m.
 
         12
 
         13
 
         14
 
         15
 
         16
 
         17
 
         18
 
         19
 
         20   REPORTED BY:  Brenda S. Tannehill, CSR
 
         21   LICENSE NO.:  084-003336
 
         22            - and -
 
         23   REPORTED BY:  Jeanette A. Sandei, CSR
 
         24   LICENSE NO.:  084-003685
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
. 
 
 
 
          1       MS. SMITH:  I think we can get started.  Let me
 
          2   start by welcoming you to this important public
 
          3   meeting on the application of Banc One Corporation
 
          4   to merge with First Chicago NBD Corporation.
 
          5            And I'll start by introducing myself.  I'm
 
          6   Dolores Smith, the director of the division of the
 
          7   Consumer and Community Affairs for the Reserve
 
          8   Board in Washington, D.C.  I'm also the presiding
 
          9   officer for this public meeting.
 
         10            Our other panelists are Scott Alvarez,
 
         11   who is the Associate General Counsel for the
 
         12   Federal Reserve Board, and Alicia Williams, who is
 
         13   Vice President and Community Affairs Officer from
 
         14   the Federal Reserve Bank of Chicago.
 
         15            We are here today because Banc One
 
         16   Corporation, Columbus, Ohio, has applied for
 
         17   approval to merge with First Chicago NBD
 
         18   Corporation, Chicago, Illinois.
 
         19            When the Federal Reserve Board considers
 
         20   one of these applications, we look at a number of
 
         21   factors under the Bank Holding Company Act.  These
 
         22   include financial issues, managerial issues,
 
         23   competitive issues and the convenience and needs of
 
         24   the communities affected.
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1            In doing so, we particularly look at the
 
          2   record of performance of the parties under the
 
          3   Community Reinvestment Act.
 
          4            The CRA requires the Board to take into
 
          5   account an institution's record of meeting the
 
          6   credit needs of its entire community.
 
          7            The Banc One application transaction also
 
          8   involves the proposed acquisition or retention of
 
          9   non-banking companies engaged in activities that
 
         10   are permissible for bank holding companies.
 
         11            The Board must determine whether the
 
         12   proposed non-banking activities can reasonably be
 
         13   expected to produce benefits to the public that
 
         14   outweigh possible adverse effects such as undue
 
         15   concentration of resources, decreased or unfair
 
         16   competition, conflicts of interest or unsound
 
         17   banking practices.
 
         18            The purpose of the public meeting today is
 
         19   to receive information regarding these factors.  We
 
         20   will be seeking to elicit this information and to
 
         21   clarify factual issues related to the application.
 
         22            We are very pleased that so many people
 
         23   have been willing to come and testify at this
 
         24   public meeting.  We will have more than 90 groups
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   and individuals represented over the course of the
 
          2   day.
 
          3            Let me tell you a little bit about the
 
          4   procedures that we'll be following.  First, this is
 
          5   what we call an informal public meeting.  Members
 
          6   of this panel may ask those who are testifying
 
          7   about their testimony.
 
          8            This is not a formal administrative
 
          9   hearing, so we are not bound by rules regarding
 
         10   evidence, cross-examinations and some of the formal
 
         11   trappings that accompany that type of proceeding.
 
         12            As you can see from the agenda that you
 
         13   have picked up, we do need to stick to the schedule
 
         14   very carefully so that everyone who has asked to
 
         15   offer oral testimony will have the chance to say
 
         16   what they would like to say.
 
         17            We are going to ask the witnesses today to
 
         18   be mindful of the needs of others and to help us
 
         19   stay on schedule.  The panels and panelists will be
 
         20   expected to keep within their allotted times.
 
         21            And we do have a system for reminding
 
         22   people about their time.  We have two
 
         23   time-keepers.  They're up front.  They will give a
 
         24   signal when the presenter has one minute left to
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   speak.  We'll hold up a sign.  And then we have
 
          2   another sign when the time has expired.
 
          3            And then if that doesn't work, we have --
 
          4   we go to audio and we have a little bell.  We don't
 
          5   have a hook, so you have those opportunities.
 
          6            Now, we have accommodated everyone who
 
          7   made a timely request to present testimony, but
 
          8   there may be some individuals who were unable to
 
          9   sign up in advance.  And to the extent possible, we
 
         10   do want to give them a chance to speak as well.
 
         11            So at the end of the meeting this
 
         12   afternoon when all of the panelists who have been
 
         13   listed have offered their testimony, we will make
 
         14   the microphone available to anyone who would like
 
         15   to make a presentation, time permitting.
 
         16            Witnesses may submit a written supplement
 
         17   to their oral testimony and have until next
 
         18   Thursday, August the 20th, to do so, and then the
 
         19   record will be closed.
 
         20            Any written supplements should be directed
 
         21   to Jennifer J. Johnson, Secretary of the Board,
 
         22   Board of Governors of the Federal Reserve System,
 
         23   Washington, D.C.  20551.  They must be received
 
         24   by 5:00 p.m. Eastern Daylight Time on Thursday,
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   the 20th.  Submissions may be faxed to area code
 
          2   (202) 452-3462.
 
          3            Also, for witnesses who have not already
 
          4   turned in copies of written testimony or if there
 
          5   are any other written statements to put into the
 
          6   record, we're asking you to leave them with Federal
 
          7   Reserve Bank staff at the registration table.
 
          8            It's important that we get this
 
          9   information and material for the record.  A
 
         10   transcript of the meeting will be available by
 
         11   August the 18th through the Federal Reserve Bank of
 
         12   Chicago and also from the Board.
 
         13            In addition, the official transcript will
 
         14   be available by close of business on August 19th on
 
         15   the Board's public web site, which is at
 
         16   www.bog.frb.fed.us.
 
         17            And with that, I think we're ready to
 
         18   begin with our proceedings.  We will start first
 
         19   with the applicant panel.
 
         20            We have Mr. Istock from First Chicago and
 
         21   Mr. McCoy from Banc One.  And they have with them
 
         22   Ms. Decker and Ms. Williams, so if you will --
 
         23   Ms. Johnson.  I'm sorry.  I'm so sorry.
 
         24            If we can -- Mr. Istock, are you going
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   first?
 
          2       MR. ISTOCK:  Yes.
 
          3            Thank you and good morning.  As indicated,
 
          4   I'm Verne Istock, chairman, president and chief
 
          5   executive officer of First Chicago NBD.
 
          6            And with me this morning, in addition to
 
          7   Mary Decker, our senior vice president is David
 
          8   Vitalle, who is the vice chairman of the
 
          9   corporation and also president of First National
 
         10   Bank of Chicago.
 
         11            And also with me, as indicated, is John
 
         12   McCoy, who is chairman and chief executive officer
 
         13   of Banc One Corporation, and Julie Johnson, who is
 
         14   senior vice president.
 
         15            The banking business, even when you're
 
         16   talking about banks the size of the new Banc One,
 
         17   is an intensely local business.
 
         18            As with customers, you have to understand
 
         19   the needs of your communities and then try to
 
         20   design solutions that will work.
 
         21            This doesn't happen quickly or easily.  It
 
         22   takes time, effort and commitment.  It takes
 
         23   bankers who know their communities, who care and
 
         24   who get involved.
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1            At First Chicago NBD, we've had a long
 
          2   history of community commitment.  Over time,
 
          3   we've built solid working relationships with
 
          4   organizations that know and understand their
 
          5   neighborhoods and who can partner with us to design
 
          6   products and programs that respond to community
 
          7   needs.
 
          8            It's pretty obvious that we can't please
 
          9   everyone, but those organizations that have chosen
 
         10   to work with us have found us to be good partners.
 
         11   We've learned a lot from each other and together
 
         12   we've achieved meaningful results.
 
         13            Let me quote from a letter from Sokoni
 
         14   Karanja, president for the Centers for New Horizons
 
         15   here in Chicago, that really captures that spirit.
 
         16            He writes, and I quote, this partnership
 
         17   in my 30-plus years of community development
 
         18   experience, has been a unique one, for no other
 
         19   lending institution I have worked with over the
 
         20   years has demonstrated the capacity to first listen
 
         21   to the community and then find ways to make
 
         22   philanthropic as well as strictly business
 
         23   investments that generate wins to both the
 
         24   community and the bank, end of quote.
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1            There is a synergy between what we do
 
          2   that's strictly business, as Dr. Karanja put it,
 
          3   and what we do because these are the communities
 
          4   where we live, work and raise our families.
 
          5            We recently published a booklet titled
 
          6   Your Community/Our Community that highlights some
 
          7   of the ways in which First Chicago NBD supports its
 
          8   many communities.  And I've submitted a copy for
 
          9   the record.
 
         10            We are especially proud of our record of
 
         11   lending in our major urban markets, Chicago,
 
         12   Detroit and Indianapolis.
 
         13            In Chicago and Detroit, for example, we
 
         14   are by far the largest locally based small business
 
         15   lender.  In Indianapolis we are the leading SBA
 
         16   lender.  And we are the number-one in Capital
 
         17   Access programs in Michigan, Illinois and Indian.
 
         18   We are also a leader in mortgage credit in all
 
         19   three markets.
 
         20            First Chicago NBD has developed many
 
         21   innovative lending practices to serve the needs of
 
         22   all applicants.
 
         23            For example, we offer a number of flexible
 
         24   mortgage loan programs that include either down
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   payment assistance or support for closing costs.
 
          2            Our community pride loan is targeted to
 
          3   households with less than 50 percent of median
 
          4   family income.  This loan can be used for home
 
          5   improvements, new or used car financing or home
 
          6   equity loan for any purpose, including business
 
          7   development and education.
 
          8            Sometimes traditional bank lending isn't
 
          9   enough.  We've chartered community development
 
         10   corporations that can also make direct investments
 
         11   in community projects.
 
         12            In Detroit, for example, our CDC partnered
 
         13   with the city and the local hospital group to
 
         14   develop Virginia Park, a subdivision of new single
 
         15   family homes in the core city.
 
         16            We have for 15 years been an active
 
         17   participant and are the largest investor in
 
         18   Chicago's Community Investment Corporation, a
 
         19   non-profit mortgage banking organization that
 
         20   specializes in affordable housing development.
 
         21            In July, CIC announced a $500 million loan
 
         22   pool, the largest in the midwest, including a
 
         23   $100 million flex-fund to finance deals that
 
         24   stretch the limits on what we can accomplish in
 
 
 
 
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                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   distressed neighborhoods.
 
          2            And we've been an important partner in the
 
          3   Indianapolis Neighborhood Housing Partnership,
 
          4   providing leadership in operating support and
 
          5   participation in affordable loan pools.
 
          6            Microlending is an important tool to spur
 
          7   business development and one we're using throughout
 
          8   our business areas.  Through support of non-profit
 
          9   lending organizations, such as ACCION in Chicago,
 
         10   the Detroit Entrepreneurship Institute, the Lake
 
         11   County Small Business Center and Collier County
 
         12   Economic Development Council in Naples, Florida,
 
         13   First Chicago NBD is helping to strengthen our
 
         14   communities by giving entrepreneurs a start.
 
         15            Education is an important priority for us,
 
         16   and we're particularly interested in programs that
 
         17   promote financial literacy.
 
         18            Through a program called Credit: Tool or
 
         19   Trap, NBD Bank in Michigan teaches high school,
 
         20   community college and adult education students
 
         21   about the power of using credit wisely.
 
         22            This program is offered in partnership
 
         23   with non-profit organizations and churches
 
         24   throughout the state.
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1            We sponsor more than 130 in-school banks
 
          2   in Michigan, Indiana and Illinois where grade
 
          3   school students learn money management, math and
 
          4   employment skills.
 
          5            The merger of First Chicago NBD and
 
          6   Banc One Corporation is a merger of equals.
 
          7   Neither company is taking over the other by paying
 
          8   an extraordinary premium.
 
          9            We think that's important because it means
 
         10   that we don't have to do the kinds of extraordinary
 
         11   cost-cutting that could damage our franchise, hurt
 
         12   our employees and compromise our ability to serve
 
         13   our communities.  Certainly there will be
 
         14   efficiencies and, yes, we will reduce costs, but
 
         15   this merger is about growth.
 
         16            And that growth benefits our customers,
 
         17   our employees and our communities as well as our
 
         18   shareholders.  It promotes innovation, the creation
 
         19   of new and better products and services.
 
         20            It allows the creation of new jobs,
 
         21   including many at entry levels, and the opportunity
 
         22   for achievement and advancement.  And growing
 
         23   earnings allow growing support of communities.
 
         24            I know that when companies merge,
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
. 
 
 
 
          1   communities always fear the loss of support.  We
 
          2   heard that concern when First Chicago and NBD
 
          3   merged three years ago.
 
          4            But as the earnings of the combined
 
          5   First Chicago NBD Corporation have grown, so have
 
          6   our contributions to the civic, educational and
 
          7   cultural institutions of all of our communities.
 
          8            Whether it's lending, investment or
 
          9   philanthropy, it means being part of the community,
 
         10   being involved, knowing and understanding its
 
         11   needs, its hopes and its dreams and being part of
 
         12   making it all happen.  And that's our goal for the
 
         13   new Banc One.  Thank you.
 
         14            And now it's my pleasure to introduce my
 
         15   colleague, John McCoy.
 
         16       MR. McCOY:  Thanks, Verne.
 
         17            We appreciate very much the opportunity
 
         18   to appear here today.  We appreciate the work
 
         19   that the Fed staff has done.  We appreciate all
 
         20   the panelists, pro or con.  I think it's a very
 
         21   healthy atmosphere and look forward to a very
 
         22   interesting day.
 
         23            Banc One couldn't be more pleased to join
 
         24   with First Chicago NBD in creating the new
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   Banc One.
 
          2            Verne has talked about some of the
 
          3   strengths of First Chicago.  And I'd like to talk
 
          4   about a few of the great things Banc One will bring
 
          5   to the table.
 
          6            The first of these is our legacy of
 
          7   innovation.  Banc One is an entrepreneurial
 
          8   company.  32 years ago in 1966, we introduced the
 
          9   first credit card outside of California.  And in
 
         10   1971, we launched the first automatic teller
 
         11   machine in the nation.
 
         12            Eight years later in 1979, we experimented
 
         13   with one of the first home banking systems.
 
         14   Today, credit cards, ATMs and home banking are
 
         15   commonplace.
 
         16            Banc One's culture of innovation has
 
         17   created important new products and services in all
 
         18   lines of business, including community
 
         19   reinvestment.
 
         20            Some of the CRA products may even seem
 
         21   commonplace today, while other leading-edge
 
         22   initiatives can become tomorrow's standard.
 
         23            CRA at Banc One means business.  It means
 
         24   designing products that meet the needs of our
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   customers and constantly refining them to make them
 
          2   better, more affordable and more accessible while
 
          3   providing a fair return to the shareholder.
 
          4            Today, you will hear many success stories
 
          5   from our markets where we continue to innovate and
 
          6   also from our partners who are working with us to
 
          7   find new ways to finance affordable housing and
 
          8   small business.
 
          9            Our CRA record is one we are proud to
 
         10   stand on.  And I think you will agree that
 
         11   Banc One's entrepreneurial spirit has elevated this
 
         12   record to one of distinction.
 
         13            I'd like to review just a few of our
 
         14   singular achievements.  In 1987, Banc One was one
 
         15   of the first banks in the nation to finance a
 
         16   project utilizing low-income housing tax credits.
 
         17            Over the last 11 years, we have refined
 
         18   our expertise in this area so that today we can
 
         19   deliver direct assistance to projects which could
 
         20   not otherwise be accomplished because of their size
 
         21   or complexity.
 
         22            These projects include the rehabilitation
 
         23   of a former crack house in Wheeling, West Virginia,
 
         24   across the street from an elementary school.
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1            With Banc One's technical and investment
 
          2   support, that crack house is now a three-unit
 
          3   affordable housing project utilizing low-income
 
          4   housing tax credits.
 
          5            This project may rank as the smallest tax
 
          6   credit deal in the country, but to the kids and
 
          7   parents in Wheeling, it's a huge success.
 
          8            In Louisville, the city struggled for
 
          9   20 years with a severely troubled HUD Section 8
 
         10   project.  After entering the Louisville market in
 
         11   1992, Banc One's community development team went to
 
         12   work with the city, HUD and a private developer to
 
         13   create a solution.
 
         14            The turning point was an $8.8 million
 
         15   bridge loan structured by Banc One and participated
 
         16   to more than 13 lenders.
 
         17            Following our entry into Delaware,
 
         18   Banc One was approached to provide the expertise
 
         19   and financing for an affordable housing project
 
         20   serving low-income, chronically mentally ill
 
         21   residents in Wilmington.  This project is now
 
         22   underway.
 
         23            In Colorado, Banc One resources are
 
         24   assisting the Southern Ute Indians in developing
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   50 single family homes which will be available on a
 
          2   lease purchase basis to low-income members of the
 
          3   tribe.
 
          4            Elsewhere, our CDC designed a small loan
 
          5   program to provide long-term fixed rate financing
 
          6   for small, affordable, multi-family projects that
 
          7   lacked a way to deliver that product efficiently.
 
          8            We teamed up with the Wisconsin Housing
 
          9   and Economic Development Authority and put together
 
         10   a partnership where WHEDA markets and underwrites
 
         11   the loans while Banc One CDC provides the funding.
 
         12            Together, Banc One and WHEDA share the
 
         13   risk.  Together we created a delivery system that
 
         14   is a win-win for Banc One and WHEDA.  The people of
 
         15   Wisconsin are the beneficiaries.
 
         16            We are now exploring opportunities to take
 
         17   what we have developed in Wisconsin and roll it out
 
         18   in other Banc One states, including Kentucky, Texas
 
         19   and Illinois.
 
         20            In the small business area, Banc One
 
         21   stepped forward to pilot the SBA's Fastrack and
 
         22   Microloan programs.
 
         23            Today, Banc One is recognized as the
 
         24   national leader in both programs and has
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   established a reputation as a leading
 
          2   microenterprise expert.
 
          3            Banc One is generating more SBA microloans
 
          4   than any other bank in the nation and has
 
          5   established a network of microenterprise experts
 
          6   extending from Milwaukee all the way to the Mexican
 
          7   border.
 
          8            Recently, these experts joined Banc One in
 
          9   Cleveland to help the city reinvest their local
 
         10   microlending program.
 
         11            In another first, Banc One is the lead
 
         12   investor in Capital Across America, the first small
 
         13   business investment company focused on providing
 
         14   capital to women-owned businesses.
 
         15            There are two special ingredients in
 
         16   Banc One's recipe for its successful CRA program.
 
         17            One is knowledgeable employees who devote
 
         18   all of their time and expertise to designing
 
         19   sustainable and profitable solutions that meet
 
         20   community credit needs.
 
         21            The other is strong and respected local
 
         22   partners who are knowledgeable about their markets
 
         23   and share our commitment to sustainable solutions.
 
         24            At Banc One, community needs represent
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   business opportunities and collaboration creates
 
          2   customers.
 
          3            Finally, I would like to take a moment to
 
          4   express a concern which has been addressed by
 
          5   certain community groups.
 
          6            Banc One has entered a partnership with
 
          7   HomeSide Lending to provide servicing for Banc One
 
          8   Mortgage Corporation loans.
 
          9            The servicing of our portfolio by HomeSide
 
         10   does not negatively affect Banc One's loan
 
         11   organization business.  Banc One will continue to
 
         12   originate mortgage loans.  I think it is important
 
         13   that this be clearly understood.
 
         14            In fact, we recently entered a new
 
         15   partnership with Self-Help to assist low-income and
 
         16   minority home buyers in all of our bank markets.
 
         17            This new program is a joint initiative
 
         18   between Fannie Mae, the Ford Foundation and four
 
         19   lenders to generate 35,000 affordable mortgages
 
         20   over the next five years.
 
         21            This program is focused on serving home
 
         22   buyers who have difficulty meeting conventional
 
         23   lending standards because of inadequate savings or
 
         24   weaker credit.  While HomeSide will service the
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
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          1   loans, Banc One will be the originator.
 
          2            We're excited about serving new markets,
 
          3   new places where the next CRA innovations may
 
          4   develop with new partners.  We look forward to
 
          5   sharing our expertise and learning from new
 
          6   partners in Chicago and Detroit.  Thank you.
 
          7       MS. SMITH:  Questions?
 
          8       MR. ALVAREZ:  I've got a question.  Many of
 
          9   the --
 
         10                      (Whereupon, there was a
 
         11                      vocal demonstration from the
 
         12                      audience.)
 
         13       MS. SMITH:  I would appreciate it if we could
 
         14   have a little quiet, please.
 
         15       MR. ALVAREZ:  I'd like to ask a question,
 
         16   actually, many of the commentors have asked in the
 
         17   written remarks.
 
         18            They expressed a view that neither
 
         19   Banc One nor First Chicago has adequately addressed
 
         20   the minority lending needs or the needs of loan
 
         21   individuals.  And they have charged that there's
 
         22   been substantial disparities in the loan rates in
 
         23   many communities once they are combined institution
 
         24   to reach out to the low and moderate income
 
 
 
 
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                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   communities that are served by the organization and
 
          2   to minorities and to ensure that credit decisions
 
          3   are complying.
 
          4       MR. ISTOCK:  I would help the Chair out and
 
          5   suggest that common courtesy would be that people
 
          6   in the audience would let the other people in the
 
          7   audience hear the response.
 
          8            I believe both of us have addressed -- and
 
          9   I'll speak for the First Chicago NBD -- minority
 
         10   lending.  And we've worked with many, many
 
         11   community groups to really expand minority lending,
 
         12   both African Americans and Hispanics and others.
 
         13   And we'll stand on our record.  We've expanded
 
         14   these types of loans in all of the markets in which
 
         15   we've serviced.
 
         16            There has been some criticism that our
 
         17   denial rates are higher than others, but I also
 
         18   will say that the number of loans that we have
 
         19   approved are higher as well.  And we have
 
         20   aggressively sought more applicants.  And I suspect
 
         21   that as you do that, you will find that there will
 
         22   be more denials.
 
         23            But, nevertheless, we had a number one
 
         24   position here in Chicago in approving mortgages in
 
 
 
 
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                         McCORKLE COURT REPORTERS, INC.
                       CHICAGO, ILLINOIS - (312) 263-0052
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          1   '96.  And in 1997, we had a 40 percent increase in
 
          2   the number of loans approved and it was well over a
 
          3   hundred million dollars.  So we're very proud of
 
          4   our record.
 
          5       MR. McCOY:  As you are aware, we have done a
 
          6   number of mergers.
 
          7       MR. ALVAREZ:  Move the microphone.
 
          8       MR. McCOY:  We've done a number of mergers and
 
          9   are constantly being examined by both the Fed and
 
         10   the OCC.  I think the exams speak for themselves.
 
         11   We've had very good ratings.
 
         12            Secondly, there is rigorous monitoring
 
         13   that goes along in all of our markets to make sure
 
         14   that we are absolutely in compliance and also
 
         15   rigorous training of our employees to ensure that
 
         16   we are reaching minorities.
 
         17            And I think the other thing that we found
 
         18   in the acquisitions that we've done is everybody
 
         19   does it a little bit differently.
 
         20            And I think that there are things that
 
         21   First Chicago has done that we applaud.  I think
 
         22   Verne would say the same thing.
 
         23            And I think with joining together, as we
 
         24   will in many areas, there will be synergies.  And
 
 
 
 
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          1   we will take the best of both programs and, I'm
 
          2   sure, come out with even a better program.
 
          3       MR. ALVAREZ:  A question for Mr. McCoy.
 
          4   Banc One has recently completed a reorganization
 
          5   project called, I guess, Project One that's
 
          6   resulted in more centralization of management and
 
          7   operational structure.
 
          8            Will this centralization combined with the
 
          9   merger eliminate local credit decision-making and
 
         10   local points of contact and the ability of the
 
         11   organization to understand the particular needs of
 
         12   the local communities and address in special ways
 
         13   the special needs of local communities?
 
         14       MR. McCOY:  Absolutely not.  The key to the
 
         15   banking business, especially the community banking
 
         16   business, is to be knowledgeable of your individual
 
         17   communities.
 
         18            And there are differences between Chicago,
 
         19   Detroit and Columbus.  And if you're not aware of
 
         20   what those differences are or what the needs are,
 
         21   you are not going to be successful.
 
         22            So our philanthropic giving is done by the
 
         23   local communities in the local communities, not
 
         24   centrally.  And we have market managers in each
 
 
 
 
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          1   market who are challenged to make their markets
 
          2   successful.  And in reality, our CRA is done at the
 
          3   local market level, not centrally.
 
          4            So the key to our success is to really
 
          5   compete with the competitors in the local market,
 
          6   not on a national basis.
 
          7       MR. ISTOCK:  I would just add to that question
 
          8   that John and I are in full agreement on this; that
 
          9   while certain functions are better managed from a
 
         10   centralization standpoint, the closer we can get
 
         11   the decision-making individual to the individual
 
         12   applying for a loan or whatever the case may be,
 
         13   the better off we are, the better off the customer
 
         14   is and the better off the community is.  And we
 
         15   subscribe to that philosophy.
 
         16       MS. SMITH:  I would ask you one question; and
 
         17   that is, can you tell us something about your plans
 
         18   for merging the CRA programs of your two
 
         19   institutions?  Any detail that you might give us
 
         20   on that?
 
         21       MR. ISTOCK:  I can start with that.  We have
 
         22   just announced internally that Jerry Bulldike, who
 
         23   is here in the audience, will be in charge of
 
         24   public affairs for the corporation.
 
 
 
 
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          1            And it will be Jerry's responsibility to
 
          2   put together the organizational structure for
 
          3   public affairs, which will include the community
 
          4   reinvestment activities.
 
          5            And both Julie Johnson and Mary Decker
 
          6   will be involved in those activities in the
 
          7   corporation going forward.
 
          8            We have not finalized that structure, but
 
          9   you have our commitment that the intensity of our
 
         10   effort in all of the local communities that we
 
         11   serve will not decrease.  It will, in fact,
 
         12   increase.
 
         13            As I think John indicated, we will learn
 
         14   from one another and apply whatever pluses we have
 
         15   from the Banc One organization to the communities
 
         16   that First Chicago NBD has served and vice versa.
 
         17            So we think overall the products and
 
         18   services that we provide will actually increase in
 
         19   the communities and the customers will benefit.
 
         20       MR. McCOY:  I would simply add to that that it
 
         21   is so important to be involved in the local
 
         22   community.
 
         23            And I've had the opportunity with Verne to
 
         24   meet a number of groups in Chicago and a number of
 
 
 
 
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          1   groups in Detroit.  And so I think that you will
 
          2   see a very strong orientation to local communities,
 
          3   which has worked well for us in the past.
 
          4       MR. ALVAREZ:  There has been some concern
 
          5   expressed that in moving corporate headquarters of
 
          6   Banc One from Columbus to Chicago that there might
 
          7   be a lessening of the new organization's commitment
 
          8   to Ohio and Columbus, in particular.  Can you
 
          9   address that?
 
         10       MR. McCOY:  I think that that same concern was
 
         11   echoed with First Chicago when the headquarters was
 
         12   moved from Detroit.
 
         13            And I think that based on what I know --
 
         14   and I met with the Mayor of Detroit -- that they
 
         15   are happy with the support.  I've certainly met
 
         16   with our Mayor in Columbus and the Governor of Ohio
 
         17   and others.
 
         18            We have a strong commitment to that
 
         19   market.  We have a large number of employees still
 
         20   there.  We're having -- several of our businesses
 
         21   will be headquartered there.
 
         22            And so I don't worry about that at all.
 
         23   And Verne will let me go back every once in a
 
         24   while.
 
 
 
 
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          1       MR. ISTOCK:  That same concern was raised with
 
          2   the First Chicago NBD merger.  And I think over the
 
          3   past three years, we have, in fact, proven in the
 
          4   Detroit market that they have not been abandon.
 
          5            In fact, what we have accomplished in that
 
          6   market has actually been expanded.  And we have
 
          7   terrific franchises in all of the major cities, not
 
          8   just Columbus, Detroit, but Flint, Grand Rapids,
 
          9   Indianapolis and in some other states.
 
         10            And we would be making a grave mistake if
 
         11   we abandoned any of those communities as long as
 
         12   this continues to be successful.
 
         13            And John and I are committed to that
 
         14   effort.  We will continue to be able to use that
 
         15   success to enhance our relationships with those
 
         16   communities.
 
         17       MS. WILLIAMS:  You mentioned that you had
 
         18   entered into a new partnership with Fannie Mae and
 
         19   it's a Self-Help program for home buyers.
 
         20            Could you talk a little bit about what
 
         21   market would be impacted by that.
 
         22       MR. McCOY:  Basically, as I understand it, it
 
         23   will be a program we will introduce in all of our
 
         24   markets.  It is one that, as we learn how it works
 
 
 
 
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          1   and how to make it work, it will expand hopefully
 
          2   past the 35,000 loans that we've set as a goal.
 
          3       MS. SMITH:  Any other questions?
 
          4       MR. ALVAREZ:  I don't think so.
 
          5       MS. SMITH:  If not, we thank you very much for
 
          6   coming here this morning and we will move on to
 
          7   Panel 2.
 
          8                      (Whereupon, there was a
 
          9                      vocal demonstration from
 
         10                      the audience.)
 
         11       MS. SMITH:  We'll follow the order given in the
 
         12   agenda.  And I will ask each person to indicate
 
         13   your affiliation, so we'll start with the Honorable
 
         14   Julia Carson.
 
         15       MS. CARSON:  Thank you very much.  I'm Julia
 
         16   Carson, Congresswoman, Indianapolis, Indiana,
 
         17   member of Congress, sit on the banking committee
 
         18   for US Congress.  Is this microphone on?
 
         19       MR. ALVAREZ:  It's not on, ma'am.
 
         20       MS. CARSON:  Okay.  I'm Julia Carson,
 
         21   Congresswoman, Indianapolis, sit on the banking
 
         22   committee for the United States House of
 
         23   Representatives.
 
         24            I have listened with interest.  I have
 
 
 
 
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          1   another more painful side to tell of the latest
 
          2   story of merger mania.  I urge a conservative
 
          3   course, a careful investigation of the facts, the
 
          4   history and the harm.
 
          5            They claim that mergers benefit companies,
 
          6   employees and consumers, increasing competition.  I
 
          7   favor growth, but not at the cost of harm to the
 
          8   community and to the people.
 
          9            Indianapolis is where the two giant merger
 
         10   partners have, perhaps, the greatest business
 
         11   overlap, facing each other next to the Federal
 
         12   courthouse, a massing $17.6 billion in assets
 
         13   between them.
 
         14            Court is where this matter will end up if
 
         15   this process is not well and thoroughly conducted.
 
         16   There is a better way.
 
         17            Our Indianapolis Star newspaper warns the
 
         18   most pressing concern is customer service and
 
         19   cost.  If history is any guide, the former will
 
         20   drop and the latter rise as banks become more
 
         21   competitive.
 
         22            Joining the Star, grassroots
 
         23   organizations, community groups and activists from
 
         24   Indianapolis and across the country warn, too,
 
 
 
 
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          1   because of the harms threatened.  These voices
 
          2   cannot all be wrong.
 
          3            The point of business is to beat the
 
          4   competition.  We believe the competition is healthy
 
          5   because it benefits the consumer.
 
          6            Our law, our public policy, encourages
 
          7   competition by legal protection.  Beating the
 
          8   competition is okay, but killing it is not.
 
          9            And antitrust law will make the superbank
 
         10   reduce its markets here.  Selling deposits will
 
         11   make the purchaser a new competitor.  The
 
         12   requirement to slim down is powerful.  Branches
 
         13   will be closed, operations consolidated.
 
         14            Each bank now has 60 or more branches in
 
         15   central Indiana.  Banc One alone has 27 on the
 
         16   block.  Each branch is a center of local commerce,
 
         17   competing with others.
 
         18            Closing cuts consumer choice.  Merger
 
         19   will close competitive branches, neighborhood by
 
         20   neighborhood, as the new superbank makes the
 
         21   rational decision not to compete with itself.
 
         22   I doubt that the buyer bank will keep these
 
         23   branches going.
 
         24            The incentive is small.  Deposits are the
 
 
 
 
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          1   most portable form of assets.  Real estate and bank
 
          2   worker -- 6,000 in central Indiana -- complicate
 
          3   the bottom line.  This plan makes them expendable.
 
          4            More harm is predicted by history.  A Wall
 
          5   Street Journal analysis of the five largest bank
 
          6   acquisitions last year showed that small business
 
          7   lending fell six percent through business lending
 
          8   increase, less for beginning businesses.
 
          9            In Indianapolis, we need more business
 
         10   formation, not less.  Small business opportunity
 
         11   based at home, growing over time into big
 
         12   business.  That's what works for our people.
 
         13            Our law forbids mergers which
 
         14   substantially lessen competition unless these facts
 
         15   are outweighed in the public interest by the
 
         16   probable effect of the transaction in serving the
 
         17   convenience and needs of the community.
 
         18            Our law is devoted to preservation, the
 
         19   conservation of economic values vital to our way of
 
         20   life.  Our people ask that the law be applied to
 
         21   save their jobs, their prosperity, our
 
         22   neighborhoods.
 
         23            For American banking, a great windfall
 
         24   approaches.  Printing and mailing of most
 
 
 
 
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          1   government checks will end in 1999.  These
 
          2   transfers will be made by electronic means, flowing
 
          3   billions of dollars through the banks, especially
 
          4   on September the 3rd of every month when the Social
 
          5   Security checks are transferred.
 
          6            For direct deposit, you will need a bank
 
          7   account.  To get one, you will have to find a
 
          8   branch, harder and harder where I live.
 
          9            Fewer branches mean less access for a
 
         10   whole new throng of American consumers brought into
 
         11   the banking system by this way of the future.
 
         12            The longer it takes to cash a check, the
 
         13   more the money earns for the bank holding the
 
         14   funds.
 
         15            Nationally, we are at the door of a new
 
         16   era in competition.  This merger threatens to slam
 
         17   doors firmly closed Indianapolis just as they begin
 
         18   to crack open across the country.
 
         19            For Indianapolis, the view differs
 
         20   painfully.  You will hear complaints about bank's
 
         21   behavior hurting those with low income, about an
 
         22   investigation for lending discrimination against
 
         23   low to moderate income borrowers, Hispanics and
 
         24   Blacks.
 
 
 
 
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          1            I fear untold number of bank workers out
 
          2   of work with more pain.  And Community Reinvestment
 
          3   assessments tell us that tale.
 
          4            I'm happy that I had an opportunity to
 
          5   come today because, for the first time, I've met
 
          6   the chairmen of those two banking institutions and
 
          7   had myself approached them and introduced myself to
 
          8   them.  Thank you very much.
 
          9       MS. SMITH:  Thank you.  Mr. Davis.
 
         10       MR. DAVIS:  Ms. Smith, members of the panel,
 
         11   Mr. Istock, Mr. McCoy and other participants, I'm
 
         12   Danny Davis, Congressman of the 7th Congressional
 
         13   District here in the state of Illinois.
 
         14            And for those of you who are from out of
 
         15   town, let me welcome you to the city of Chicago,
 
         16   the most fascinating city in all of America, and to
 
         17   the 7th District, which I represent, and it also
 
         18   happens to be the most intriguing of all
 
         19   Congressional districts in the country.
 
         20            I want to begin by thanking the Federal
 
         21   Reserve for holding these hearings.  As I will
 
         22   indicate in my testimony, the issues before us are
 
         23   critical to the well-being of this and many other
 
         24   communities throughout America.
 
 
 
 
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          1            We need to guarantee that the merger
 
          2   before us meet the criteria of protecting workers,
 
          3   minorities, consumers depositors, businesses,
 
          4   non-profits and other partners with special needs
 
          5   in community development.
 
          6            We've set our public policy for bank
 
          7   mergers based on some historical lessons, and as
 
          8   a result of some laxness to the financial sector.
 
          9   These decisions once taken cannot be undone.
 
         10            In his classic 1946 film, It's a Wonderful
 
         11   Life, Frank Capra laid before us two fundamental
 
         12   questions which have resonated with great empathy
 
         13   with the American public.
 
         14            He asked us to ponder the role of the
 
         15   community bank and the community banker in the life
 
         16   of the community.
 
         17            And he asked us to think about the nature
 
         18   of history in the highly divergent paths which
 
         19   history can take, to be changed for better or for
 
         20   worse by the actions of those of us who make
 
         21   decisions.
 
         22            Those are precisely the questions we face
 
         23   in these hearings this morning.  It is not my
 
         24   intent or desire to romanticize the state of
 
 
 
 
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          1   community banking in Chicago.
 
          2            However, the relations between Chicago's
 
          3   First National Bank and Chicago's extraordinarily
 
          4   rich economic, social and cultural life have
 
          5   developed over many years and as the result of the
 
          6   efforts of many individuals and institutions.
 
          7            We simply cannot afford to throw away or,
 
          8   through our inaction, allow years of community/bank
 
          9   relationships to dissipate.
 
         10            In response to those who say the mythical
 
         11   unregulated market is best arbiter economic
 
         12   structures, I would assert that lack of control of
 
         13   markets brought us the ubiquitous crack salesman,
 
         14   one in seven children without health insurance, a
 
         15   mountain of garbage in Lawndale and the lamentable
 
         16   need in this day and age for a task force on
 
         17   sweatshops in Chicago.
 
         18            I would urge that the Federal Reserve
 
         19   consider the impact of this merger on the health of
 
         20   the financial industry as well as the rest of the
 
         21   community.
 
         22            And I am certain that you're making a
 
         23   careful analysis of that aspect, but I would like
 
         24   to suggest that the financial industry's health is
 
 
 
 
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          1   inseparable from the health of the broader
 
          2   community.
 
          3            It follows logically that we should strive
 
          4   to understand the impact of this merger on the
 
          5   larger community and weigh that impact against any
 
          6   benefits which may accrue.  At a minimum, we should
 
          7   consider structuring the merger to minimize
 
          8   negative impacts on the broader community.
 
          9            I would hope that the Fed would consider,
 
         10   attempt to quantify and to take into account these
 
         11   concerns; the number of jobs which may be lost,
 
         12   especially those in the back rooms and not up
 
         13   front, the number of jobs which may be accessible
 
         14   to welfare to work participants; the amount of CIC
 
         15   lending and community development investment with
 
         16   community partners, the agreements with the Chicago
 
         17   CRA Coalition can serve as a model for all markets
 
         18   served by the merged companies.
 
         19            Certainly such agreements would go far in
 
         20   stabilizing the process of community reinvestment.
 
         21   Lack of such agreements would certainly threaten
 
         22   the process of reinvestment both in their direct
 
         23   impact and as a negative signal to other investors
 
         24   and institutions.
 
 
 
 
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          1            The impact on minority lending, both the
 
          2   availability of loans and any disproportion in the
 
          3   rates which loans are offered.  Serious questions
 
          4   have been raised regarding the Banc One record
 
          5   regarding minority lending such as Denver and
 
          6   Milwaukee.
 
          7            We believe that personnel have been
 
          8   developed in the city of Chicago, but we would want
 
          9   to make absolutely certain they are, in fact,
 
         10   retained and those experiences used as Banc One
 
         11   continues to proliferate and carry on its activity
 
         12   in all of its marketplaces.
 
         13            I guess there's no doubt about my time
 
         14   being over.  Lights go out.  I thank you very
 
         15   much.
 
         16       MS. SMITH:  Mayor Goldsmith.
 
         17       MR. GOLDSMITH:  Thank you, Congressman.
 
         18            I will be sensitive to time.  The
 
         19   Congresswoman got a bell and the Congressman got
 
         20   the lights off, so I worry about the next step.
 
         21            I'm the Mayor of the city of
 
         22   Indianapolis.  And the heart of our city is the
 
         23   district represented by Congresswoman Carson, so we
 
         24   have many of the same concerns.  I appreciate the
 
 
 
 
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          1   attention of the Federal Reserve in this matter.
 
          2            These two banks are both extraordinary
 
          3   citizens of the city of Indianapolis, both have
 
          4   outstanding records and both have been partners of
 
          5   the city around the community for some time through
 
          6   community lending and other initiatives.
 
          7            This hour is a very important moment in
 
          8   the future of our city.  Because of the leadership
 
          9   and partnership of these institutions, if the
 
         10   merger is not done correctly, then the progress in
 
         11   our city and its citizens are threatened.  If it's
 
         12   done correctly, the leadership played by the banks
 
         13   is continued.
 
         14            This is a defining point in the future of
 
         15   Indianapolis.  It's not the merger, per se, that
 
         16   concerns us.  We've been there.  We've done that.
 
         17            Banc One purchased American Fletcher
 
         18   National Bank.  And its record after the purchase
 
         19   and merger was every bit as good as they had
 
         20   been before.
 
         21            Indiana National Bank was purchased by
 
         22   NBD, which was then purchased by First Chicago or
 
         23   merged or whatever the right word would be.  And
 
         24   their records continue to be very strong and their
 
 
 
 
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          1   community participation are every bit or greater
 
          2   than they had been previously.
 
          3            So to me, the issue is not one of merger.
 
          4   It's more an issue of attitude, commitment on the
 
          5   part of management and their approach going
 
          6   forward; not the size of the bank, but the attitude
 
          7   of the bank that makes a difference.
 
          8            In that regard, I'd like to make brief
 
          9   points about what I regard to be the role of banks
 
         10   in urban communities.
 
         11            It is clear from the 30 years up to the
 
         12   1990s, there will be structural investments.  The
 
         13   cash just flowed out of the center of cities and
 
         14   into suburban communities.
 
         15            Some of this is because the cities didn't
 
         16   manage their own communities very well, with high
 
         17   taxes and high prime and the capital found
 
         18   friendlier places to go after this merger occurs.
 
         19            It's been my goal that the merged banks
 
         20   pay attention to the urban core and in four ways.
 
         21   One, these banks can locate their business centers
 
         22   and their employees anywhere in the world.  They're
 
         23   international banks.  And we would appreciate the
 
         24   sensitivity to the core that has existed
 
 
 
 
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          1   premerger.
 
          2            Secondly, community lending.  There are a
 
          3   number of great cities in the midwest.  And we hope
 
          4   that the bank will use its size to bring the best
 
          5   practices of Chicago or Detroit or Columbus to the
 
          6   citizens of Indianapolis, particularly those
 
          7   citizens who are the poorest and in the most need
 
          8   of access to capital, many of those living in
 
          9   Congresswoman Carson's district.
 
         10            Third, we need small business lending.
 
         11   In this regard, Indianapolis is different than
 
         12   the other cities.  I think what will drive small
 
         13   business lending is competition.  And the Justice
 
         14   Department is looking at the anticompetitive
 
         15   effects in Indianapolis from the merger of the
 
         16   banks.
 
         17            So the size of the divesture and the
 
         18   ability of the new bank to compete with the merged
 
         19   banks will be, to me, the most important element of
 
         20   assuring small business access to capital.
 
         21            Fourth, and perhaps a little bit
 
         22   different, this merger truly will be a grand thing
 
         23   if I were the Mayor of Chicago, but my prediction
 
         24   is the headquarters of the bank will be in Chicago
 
 
 
 
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          1   and not in Indianapolis, therefore, I am sensitive
 
          2   about the fact that decision-making needs to be
 
          3   decentralized as it relates to community investment
 
          4   and civic participation.
 
          5            What concerns me most about the merger is
 
          6   the ability of the people located in Indianapolis,
 
          7   a fairly good-sized business center for the banks,
 
          8   to make decisions that are in the best interest of
 
          9   Indianapolis citizens.
 
         10            So the fourth area is civic involvement.
 
         11   These banks have had a great history.  They've had
 
         12   a great history because local officials have had
 
         13   the authority to make decisions.
 
         14            If these four issues are addressed, then
 
         15   we can receive some confidence.
 
         16            And in conclusion, essentially our
 
         17   position is that our citizens have a right to
 
         18   certain expectations to be filled.
 
         19            Those expectations would include a
 
         20   commitment to recognizing that the core of a
 
         21   regional economy is important, that the regional
 
         22   economy cannot succeed without the core being
 
         23   successful and that the employment in the core is
 
         24   critical, real estate decisions in the core are
 
 
 
 
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          1   critical and lending policies in the core are
 
          2   critical as well.
 
          3            Our citizens have a right to expect the
 
          4   best possible access to capital.  The best
 
          5   practices anywhere in the world engaged in by this
 
          6   bank should be available to the citizens of
 
          7   Indianapolis.
 
          8            We've conducted our due diligence.  We
 
          9   have lawyers who've hired financial experts.  We've
 
         10   met with the chairman and the president.  We've met
 
         11   with officials in both banks.  And we've looked at
 
         12   this in great detail.
 
         13            We've received assurances from both banks
 
         14   that the issues that I have raised will be
 
         15   addressed and they'll be addressed in a
 
         16   constructive way.
 
         17            Based on these assurances and the track
 
         18   record of those banks, I remain anxious, but
 
         19   confident, that the merger will be done in a way
 
         20   that will continue the important role that the
 
         21   banks have played in the city's past; and that
 
         22   these banks after the merger, if they conduct their
 
         23   affairs with some degree of commitment, can be done
 
         24   equally good and equally to the benefit of our
 
 
 
 
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          1   citizens.  Thank you.
 
          2       MS. SMITH:  Mayor King.
 
          3       MS. CARSON:  You were way past your time.
 
          4       MR. KING:  Good morning.  I'm the Mayor of
 
          5   Gary, Indiana, a city of about 120,000, about 30
 
          6   miles around the lake from here.
 
          7            It's a pleasure to have been afforded the
 
          8   opportunity to speak from our perspective.  And it
 
          9   was interesting listening to Mayor Goldsmith's last
 
         10   comment about his fears of the impact of moving
 
         11   decision-making out of his city to Chicago and what
 
         12   his concerns are.
 
         13            And to quote your children, Mayor, been
 
         14   there, done that, in Gary.  And it's not a good
 
         15   prospect.
 
         16            One of the problems that I see with this
 
         17   merger, quite frankly, is that individually these
 
         18   banks in the city of Gary, whose population is
 
         19   85 percent African American, have not individually
 
         20   established an appropriate track record of lending,
 
         21   of investing, of involving the community that
 
         22   they're in.
 
         23            And I suspect it's not due to any malice
 
         24   on the part of the top executives of either
 
 
 
 
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          1   entity.  I suspect it's due, in part, to the larger
 
          2   you get, the more difficult it is within any
 
          3   institution to have policy implemented at the top
 
          4   actually carried out by middle management and
 
          5   below.
 
          6            I can tell you, as Mayor, I have never had
 
          7   the occasion of a department head to walk into my
 
          8   office and say, Mayor, I'm doing a lousy job of
 
          9   implementing the policy that you asked my
 
         10   department to do.  It doesn't happen.
 
         11            And I suspect for both the gentlemen who
 
         12   preceded us on this panel, it's not a matter of
 
         13   malice, it's a matter of a lack of awareness.
 
         14            In the banking industry and in African
 
         15   American communities, the truth is, whether in Gary
 
         16   or wherever in this country, they do not have --
 
         17   they do not enjoy a good track record.
 
         18            One of the remaining vestiges of
 
         19   historic race discrimination today is economic
 
         20   discrimination.  That remains a barrier for the
 
         21   people I serve, to get into the mainstream of our
 
         22   economy.
 
         23            The banks, along with other industry in
 
         24   the city of Gary and the other cities in the
 
 
 
 
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          1   so-called rust bill, have about three decades of
 
          2   disinvestment in the cities.
 
          3            The banks went.  The mills went.  The jobs
 
          4   went.  And what was left was a community that
 
          5   continued to make it day-to-day, but was cut off
 
          6   from resources enabling it to be competitive.  This
 
          7   is made all the more frightening to me with some
 
          8   recent studies.
 
          9            Historically, I believe banks have
 
         10   presupposed unfairly that investment in inner
 
         11   cities is high risk, bad investment.
 
         12            Well, lo and behold, a bank, Bank of
 
         13   America, several years ago decided to find out
 
         14   scientifically was that true or not as a premise.
 
         15            They commissioned a study.  And lo and
 
         16   behold, the results of their study was that that
 
         17   was a myth and a false one.
 
         18            The truth is, the inner cities, the urban
 
         19   centers, are good places to invest in small
 
         20   business and housing to promote home ownership.
 
         21   These studies commissioned by banks are there.
 
         22            Now, I'm a realist.  I'm a realist.  I
 
         23   understand we may very well face the prospect of
 
         24   this merger being approved.
 
 
 
 
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          1            If it is approved, if we are going to
 
          2   truly be sensitive, whether it's Indianapolis,
 
          3   Gary, whatever city we're talking about, I believe
 
          4   it is up to this board and this entity to put some
 
          5   teeth in the tiger of the Credit Reinvestment Act,
 
          6   to carefully scrutinize when you're getting
 
          7   reporting, go behind the numbers.
 
          8            I can tell you, we've not had -- we have
 
          9   not had more good than bad.  I will not castigate
 
         10   either bank.
 
         11            There are some things they have done in
 
         12   our community that have been credible, but on the
 
         13   whole, my concern is it will get worse.
 
         14            We have some new banks that have come into
 
         15   our city.  And I can tell you, it's been a
 
         16   refreshing change to see honest enthusiasm about
 
         17   making lending opportunities to the people I
 
         18   serve.
 
         19            My concern is by making this merger occur
 
         20   and making them bigger, it could thwart the
 
         21   competitiveness that's just starting our city in
 
         22   banking and continue the legacy of what I believe
 
         23   to be unfair practices in making capital available
 
         24   in minority communities.
 
 
 
 
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          1            I thank you for the opportunity.
 
          2       MS. SMITH:  Congresswoman Carson, would you
 
          3   like to have another minute or so?
 
          4       MS. CARSON:  I was feeling jumped upon.
 
          5       MS. SMITH:  Maybe you can have the mike.
 
          6       MS. CARSON:  I really appreciate your
 
          7   courtesy.  I feel more at home now.
 
          8            But I, too, am optimistic about the
 
          9   ultimate outcome of this application for merger.  I
 
         10   would simply like to echo the words of the
 
         11   Honorable Mayor King from Gary, and that is to
 
         12   ensure that CRA is enhanced for the benefit of the
 
         13   urban community.
 
         14            An urban community, regardless of
 
         15   someone's view, does not necessarily mean Black
 
         16   community.  People who are low income and moderate
 
         17   income are persons who live in urban America.  And
 
         18   all of them don't come with the same color on their
 
         19   faces.
 
         20            And so it is an equal opportunity for all
 
         21   American citizens to be able to access economic
 
         22   opportunities to financial institutions who thrive
 
         23   on the profits that they generate from urban
 
         24   America.
 
 
 
 
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          1       MS. SMITH:  Thank you very much.
 
          2       MR. ALVAREZ:  Ms. Carson, you had a written
 
          3   statement.  If you would give us a copy of that,
 
          4   we'll make sure the whole statement is put into the
 
          5   record.
 
          6       MS. CARSON:  We have left several copies of my
 
          7   statement, but not the latter part.  I didn't know
 
          8   I was going to get another minute.
 
          9       MR. ALVAREZ:  That's all right.  And anyone
 
         10   else on the panel that wasn't able to finish.
 
         11       MS. SMITH:  Thank you very much for coming this
 
         12   morning.  We appreciate it.
 
         13            Okay.  With Panel 3, we will start with
 
         14   the Honorable Hiawatha Davis, Junior.
 
         15       MR. DAVIS:  Good morning.  I'm Denver City
 
         16   Councilman Hiawatha Davis.  I represent Denver's
 
         17   City Council District Number 8, a predominantly low
 
         18   to moderate income and minority community.
 
         19       AUDIENCE MEMBER:  Can hardly hear you.
 
         20       MR. DAVIS:  Is that better?  Let me start all
 
         21   over.
 
         22            I'm the Denver City Councilman Hiawatha
 
         23   Davis.  I represent Denver's City Council Number 8,
 
         24   a predominantly low to moderate income district.
 
 
 
 
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          1            This council district is in the city
 
          2   center, and it is being impacted by dramatic
 
          3   economic surge and a population increase that has
 
          4   contributed to increasing rents and virtually loss
 
          5   of low to moderate income house choices in the
 
          6   city.
 
          7            As rents increase, moderate income
 
          8   families would do better if they could purchase a
 
          9   home before they are completely priced out of this
 
         10   city's housing market.  Rental opportunities and
 
         11   home ownership opportunities are shrinking to the
 
         12   point of crisis.
 
         13            Yes, Denver is in the midst of an upscale
 
         14   housing boom with downtown loft projects and middle
 
         15   income housing developments springing up all over
 
         16   the city.
 
         17            Denver is also in the midst of its worst
 
         18   crisis in terms of affordable, low and moderately
 
         19   priced housing.
 
         20            There is very little capital being made
 
         21   available for low and moderate income home buyers,
 
         22   and not much being made available to non-profit
 
         23   developers of low and moderately priced housing.
 
         24   If trends continue, this crisis will only get
 
 
 
 
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          1   worse.
 
          2            I'm here today to ask for your help in
 
          3   getting Banc One to live up to the principles
 
          4   articulated in the Community Reinvestment Act as it
 
          5   pertains to Denver.
 
          6            Prior to the close of initial comments
 
          7   on this merger, I was joined by 10 of my 13
 
          8   colleagues on City Council, Denver's Congresswoman,
 
          9   three Colorado State representatives and a State
 
         10   Senator, all of whom were concerned about
 
         11   Banc One's discriminatory lending practices toward
 
         12   minorities especially in the areas of home
 
         13   mortgages.
 
         14            We all requested an extension to the
 
         15   comment period, which we thank the Federal Reserve
 
         16   Board for granting, and requested a public hearing
 
         17   in Denver.
 
         18            While we are disappointed a hearing in
 
         19   Denver could not be accommodated, I'm honored to be
 
         20   here today to testify on the merger between
 
         21   Banc One and First Chicago.
 
         22            This merger is of no small matter to my
 
         23   community and constituents.  The new entity will be
 
         24   the biggest bank in between the Appalachians and
 
 
 
 
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          1   the Rockies serving millions of consumers who will
 
          2   be directly affected by the way it does business.
 
          3            And if the way it is conducting its
 
          4   business currently is any guide, Banc One needs to
 
          5   significantly change its approach to lower income
 
          6   and minority communities.
 
          7            Its record of providing mortgage financing
 
          8   in Denver has been appalling.  In 1995, Banc One
 
          9   made 12 mortgage loans to African Americans and
 
         10   Latinos.  In 1996, it made none.  It took no
 
         11   applications from Latinos or African Americans in
 
         12   1996, either.
 
         13            As I mentioned earlier, I represent a
 
         14   predominantly minority district.  I have plenty of
 
         15   constituents struggling with high rent, struggling
 
         16   to get ahead, who want to achieve the American
 
         17   dream of becoming home owners, but that dream won't
 
         18   be achieved with any help from Banc One.
 
         19            They could not find a single minority in
 
         20   the city of Denver in 1996 to even take an
 
         21   application for a mortgage from.
 
         22            Something is wrong.  And unless Banc One
 
         23   makes some commitments to change this record, when
 
         24   my constituents ask me where to go in terms of
 
 
 
 
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          1   their banking, I won't be able to say Banc One.
 
          2            This lack of service to the minority
 
          3   community in Denver is outrageous.  Latinos make up
 
          4   23 percent of the population in Denver and African
 
          5   Americans account for 12.8 percent of the
 
          6   population.  To ignore over one out of three
 
          7   consumers in the Denver area is unconscionable.
 
          8            Access to credit is essential to breaking
 
          9   the cycle of poverty.  Home ownership is the best
 
         10   route to building wealth and achieving the American
 
         11   dream.
 
         12            One of the most important measurements of
 
         13   an institution's commitment to move American
 
         14   families to self-sufficiency and economic stability
 
         15   is the entrance into home ownership.
 
         16            Renters have greater difficulty
 
         17   accumulating and maintaining wealth than home
 
         18   owners.
 
         19            Particularly for African Americans, home
 
         20   ownership is a bellwether for wealth.  According to
 
         21   the Department of Housing and Urban Development,
 
         22   African American renters have a net worth of $500
 
         23   on average, while African American home owners have
 
         24   a net worth of more than $48,000.
 
 
 
 
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          1            Banc One's failure to provide this needed
 
          2   credit demonstrates its disregard for Denver's
 
          3   minority communities and consumers.
 
          4            The vast bulk of Banc One's mortgages went
 
          5   to the wealthiest and the whitest Denver
 
          6   neighborhoods.  42 percent of its mortgages were
 
          7   made in census tracts where the population was more
 
          8   than 90 percent white.
 
          9            An additional 41 percent of its home
 
         10   purchase mortgages were made to neighborhoods where
 
         11   whites made up between 75 and 90 percent of the
 
         12   population.
 
         13            Only one of its loans under two percent
 
         14   went to a census track where minorities were more
 
         15   than half the population in 1996.  And that loan
 
         16   was not even made to a Latino or African American,
 
         17   since we know that no applications were taken from
 
         18   this population in 1996.
 
         19            Banc One has a comparable disregard for
 
         20   low income communities.  In 1995, more than
 
         21   one-third of those under 50 percent of the median
 
         22   income were rejected for home mortgages, more than
 
         23   three times the rate of Africans earning
 
         24   120 percent of the area median income.
 
 
 
 
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          1            In 1996, it took more than 80 percent
 
          2   fewer applications from low income people.  Just 4
 
          3   or less than 7 percent of its mortgage loans went
 
          4   to neighborhoods with 50 percent of the area median
 
          5   income.
 
          6            Additionally, Banc One has so far refused
 
          7   to make a lending commitment for the Denver area.
 
          8   It has pledged 4 billion for Chicago and 3 billion
 
          9   for Detroit, but not one penny for Denver.
 
         10       MS. SMITH:  Mr. Davis, could you bring it to a
 
         11   conclusion.  We'll be glad to have your entire
 
         12   statement put into the record.
 
         13       MR. DAVIS:  I have submitted 11 copies of that
 
         14   statement to the folks where I checked in.
 
         15            But essentially the point I'm trying to
 
         16   make here is that Banc One still has a long way to
 
         17   go.  We think that, in other words, for them to get
 
         18   there that this merger needs to be put on hold
 
         19   until they're able to really establish some real
 
         20   relationships with low-moderate income communities
 
         21   in Denver and minority communities.
 
         22            And I am asking you to, in fact, put this
 
         23   merger on hold until they have been able to work
 
         24   out and really develop some serious commitments
 
 
 
 
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          1   that allow them to live up to the principle and the
 
          2   objectives of the Community Reinvestment Act.
 
          3            Thank you very much.
 
          4       MS. SMITH:  Thank you.  Mr. Ries.
 
          5       MR. RIES:  Hello.  My name is Leo Ries.  I'm
 
          6   the director of Housing and Neighborhood
 
          7   Development for the city of Milwaukee.  And I'm
 
          8   here representing Mayor John Norquist, who sends
 
          9   his regrets that he was not able to be here
 
         10   personally.
 
         11            My purpose in being here today is not to
 
         12   really speak in favor of the merger or to protest
 
         13   the merger, but rather to report on our experience
 
         14   with Banc One as a corporate citizen.
 
         15            Clearly, all banks can do a better job,
 
         16   especially in terms of lending to low and moderate
 
         17   income communities.
 
         18            And clearly, the effect of this merger
 
         19   will be different in various communities.  For
 
         20   example, unlike Indianapolis, there is very little
 
         21   overlap in Milwaukee between First Chicago and
 
         22   Banc One's services.
 
         23            But having said that, I also have to say
 
         24   that our experience with Banc One in Milwaukee has
 
 
 
 
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          1   generally been very positive.  And we have no
 
          2   reason to believe that that will change after the
 
          3   merger.
 
          4            That didn't occur after Banc One purchased
 
          5   Milwaukee-owned Marine Bank in 1987 and we don't
 
          6   suspect it will happen after this merger.
 
          7            I would like to provide a couple examples
 
          8   which will provide a basis for assessment.  First
 
          9   of all, in 1991, Mayor Norquist, along with
 
         10   Congressman Jerry Blejka (phonetic), called
 
         11   together a number of local banks and community
 
         12   agencies to talk about the problem of affordable
 
         13   lending.
 
         14            What grew out of that discussion was a
 
         15   locally based coalition called NOHOM or New
 
         16   Opportunities for Home Ownership in Milwaukee.
 
         17            This has been a collective effort
 
         18   involving community groups and local lenders to
 
         19   focus on the issue of affordable lending and to
 
         20   address -- to look at products that will meet that
 
         21   market need and to also work with lenders to expand
 
         22   the availability of credit.
 
         23            Banc One was a leader in helping to form
 
         24   this partnership and they have continued to be a
 
 
 
 
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          1   very active member to this day.  As a matter of
 
          2   fact, one of their senior bank officials chaired
 
          3   this effort for a couple of years.
 
          4            We're currently working on an effort
 
          5   involving the whole problem of home improvement
 
          6   lending.  And, again, Banc One is very active on
 
          7   that task force.
 
          8            But more significant, I think, is their
 
          9   actual practice of lending or their actual history
 
         10   of lending patterns in Milwaukee.
 
         11            Annually, the office of the City
 
         12   Comptroller prepares an analysis in which we
 
         13   analyze the lending patterns of various financial
 
         14   institutions in the Milwaukee area and especially
 
         15   focus on their lending in what we've designated as
 
         16   the local target area, which is the area that has
 
         17   the lowest level of home ownership in the city.
 
         18            And in the most recent report, copies of
 
         19   which I've shared and I've left with the Board of
 
         20   Governors, Banc One was listed as the best lender
 
         21   in the target area of banks having assets of over
 
         22   150 million.
 
         23            And so I think it does demonstrate that,
 
         24   again, clearly banks can all do a better job, but
 
 
 
 
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          1   based on our analysis of other lenders in the
 
          2   Milwaukee area, Banc One has done a better than
 
          3   average job.
 
          4            Banc One has also been very active in
 
          5   various other community development efforts through
 
          6   their CDC by investing in low income housing, tax
 
          7   credit projects and also through their various --
 
          8   through their Banc One Foundation.
 
          9            And so for all of these reasons, I can --
 
         10   I want to just say on behalf of the Mayor that we
 
         11   have been very satisfied with their performance as
 
         12   a corporate citizen in Milwaukee.
 
         13       MS. SMITH:  Thank you very much.  Mr. Flood.
 
         14       MR. FLOOD:  Yes, good morning.  My name is
 
         15   Lawrence Flood.  I'm special council to the
 
         16   Attorney General of Illinois.
 
         17            And I would like to preface my remarks by
 
         18   telling you that our office has no position
 
         19   regarding the merger, the Banc One merger.
 
         20            We would tell the Federal Reserve Board
 
         21   that we would cooperate with them if we were called
 
         22   upon to provide some assistance to you here in the
 
         23   state of Illinois.
 
         24            Several months ago, the Office of the
 
 
 
 
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          1   Attorney General was appointed receiver for the
 
          2   now-dissolved Dixmoor Park District after a finding
 
          3   in chancery court that the Park District was
 
          4   totally lacking in organization and financial
 
          5   record-keeping.
 
          6            It was also learned that certain
 
          7   commissioners and members of that Park District
 
          8   Board had misappropriated certain monies received
 
          9   from the issuance of bonds on behalf of the Park
 
         10   District.
 
         11            Banc One was the underwriter.  And the
 
         12   amount of the bonds issued totaled approximately
 
         13   $700,000 over a period of several years.
 
         14            Criminal charges were filed against
 
         15   members of the Board.  Some of those defendants
 
         16   have pled guilty, and some of those cases are still
 
         17   pending.
 
         18            When our office was appointed receiver,
 
         19   the court directed that we review processes by
 
         20   which the bonds were issued by Banc One.
 
         21            We have substantially reviewed documents
 
         22   provided by Banc One and have interviewed several
 
         23   of the bank personnel involved in the transaction.
 
         24            Banc One has fully cooperated with us in
 
 
 
 
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          1   providing documents and also making available to us
 
          2   for interview bank personnel familiar with this
 
          3   matter.
 
          4            At this point in time, we have no reason
 
          5   to believe that Banc One acted inappropriately in
 
          6   the issuance of those bonds.  And I bring that to
 
          7   you for your information.  Thank you.
 
          8       MS. SMITH:  Thank you.  Mr. Smithers.
 
          9       MR. SMITHERS:  Good morning.  My name is Ralph
 
         10   Smithers, and I'm executive assistant to Greg
 
         11   Lashutka, Mayor of Columbus.
 
         12            I'm here today at the request of the
 
         13   Mayor, who's travelling in Europe and unable to
 
         14   present his testimony in person.
 
         15            As you know, the merger of Banc One and
 
         16   First Chicago is a bittersweet development for the
 
         17   people of Columbus.
 
         18            On one hand, it signifies that our
 
         19   hometown bank has truly become a national company;
 
         20   but on the other hand, its decision to relocate its
 
         21   headquarters from Columbus to Chicago is difficult
 
         22   for us to accept.
 
         23            Perhaps an apt analogy would be one of a
 
         24   parent who has watched their child grow up, but sad
 
 
 
 
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          1   to see the child leave home to go out into the
 
          2   world.
 
          3            But in a sense, this is different.
 
          4   Banc One is growing up, but not really leaving us.
 
          5   Banc One employs more than 10,000 in Columbus.  And
 
          6   following the merger, that number is not expected
 
          7   to diminish.
 
          8            In fact, the continued prosperity of the
 
          9   company will likely cause an increase in employment
 
         10   in the Columbus market.  Many of Banc One's
 
         11   significant businesses, including their retail
 
         12   banking and computer operations center, will remain
 
         13   in Colorado.
 
         14            Along with these important lines of
 
         15   business, many people will also remain.  The people
 
         16   of Banc One are leaders.
 
         17            They have made important contributions to
 
         18   Columbus, starting with the Chairman, John B.
 
         19   McCoy, who has chaired one of the City's most
 
         20   significant urban renewal programs in our history,
 
         21   the Capital South Community Urban Redevelopment
 
         22   Corporation.
 
         23            Mr. McCoy has committed to the Mayor that
 
         24   he will continue on in his capacity as chairman of
 
 
 
 
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          1   Capital South and other Banc One officers will also
 
          2   continue to serve in leadership roles for our
 
          3   Riverfront Development, our Chamber of Commerce,
 
          4   the City's Neighborhood Development Loan Committee,
 
          5   the Columbus Compact and Fannie Mae's Columbus
 
          6   Partnership Office and many other initiatives which
 
          7   are important to our community.
 
          8            The people of Banc One volunteer to help
 
          9   children with their school work through our
 
         10   Adopt-a-school program.  They provide help to the
 
         11   homeless and food to the needy.
 
         12            They're actively engaged in supporting
 
         13   quality healthcare in our community and have
 
         14   consistently set the pace for one of the most
 
         15   successful United Way Organizations in America.
 
         16            Perhaps less well-known are the many
 
         17   unsung personal contributions made by the employees
 
         18   of Banc One who, as they have prospered on an
 
         19   individual basis, have provided significant support
 
         20   to the Columbus Foundation.
 
         21            The Columbus Foundation is one of the
 
         22   largest community foundations in America.  The
 
         23   generous contributions from people who work for
 
         24   companies like Banc One have made this possible.
 
 
 
 
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          1            With respect to economic and community
 
          2   development, Banc One has been a reliable partner
 
          3   as long as I can remember.  And I've been around
 
          4   for more than 30 years.
 
          5            When the City undertook a large and risky
 
          6   central city redevelopment project in the 70s,
 
          7   Banc One stepped forward to help with the
 
          8   financing.
 
          9            When the federal government threatened to
 
         10   pull its financial support, Banc One lenders flew
 
         11   to Washington to change their minds.
 
         12            When the City of Columbus decided to
 
         13   launch a major public-private partnership with the
 
         14   Enterprise Foundation to promote home ownership and
 
         15   foster community based development, Banc One
 
         16   stepped out in front with both it's human and
 
         17   financial capital.
 
         18            During the last five or so years, Banc One
 
         19   has financed more than 1,200 units of affordable
 
         20   rental housing in the city of Columbus, including
 
         21   two major YMCA and YWCA single room occupancy
 
         22   projects and the first redevelopment of a public
 
         23   housing project in the State.
 
         24            Last year alone, Banc One made more than
 
 
 
 
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          1   12,000 loans to consumers residing in low and
 
          2   moderate income neighborhoods of the Columbus area
 
          3   and financed $162 million in small business loans
 
          4   to more than 1,800 small business owners.
 
          5            Recently, a group of neighborhood
 
          6   representatives wanted to undertake a comprehensive
 
          7   revitalization of their community.
 
          8            They went to Banc One for help in getting
 
          9   started.  Banc One's staff took the group to other
 
         10   markets where they had participated in similar
 
         11   initiatives.
 
         12            I accompanied the group to Indianapolis to
 
         13   study how projects started.  The one thing we
 
         14   learned is that partnership is the foundation of
 
         15   community development and that partnerships are
 
         16   built on local resources and local commitment.
 
         17            No two cities are the same.  And the
 
         18   beauty of a company like Banc One is that it has
 
         19   the local capital -- financial, human, technical
 
         20   and philanthropic -- and the autonomy to commit to
 
         21   worthy local endeavors.
 
         22            There are some folks who think this merger
 
         23   will cause Banc One to turn its back on the
 
         24   Columbus community or who think that the commitment
 
 
 
 
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          1   of its people will somehow diminish if the
 
          2   corporate headquarters leaves the city.
 
          3            But I don't think this merger is about
 
          4   creating something less or dismantling the culture
 
          5   that made Banc One a great institution.
 
          6            I have seen what Banc One has accomplished
 
          7   in other markets.  And their commitment to the
 
          8   community is no less today than it will be in
 
          9   Columbus tomorrow.
 
         10            We look forward to your approval of this
 
         11   merger and to a bright future with a strong
 
         12   company.  We are proud to be a Banc One community
 
         13   and look forward to working together in the days to
 
         14   come to address the needs of our common
 
         15   constituencies.
 
         16       MS. SMITH:  Thank you very much.
 
         17            Any questions from the panel?  Thank you
 
         18   very much for coming this morning.  We'll, again,
 
         19   be glad to have your entire statements entered into
 
         20   the record.  And we'll move onto Panel 4.
 
         21            I will mention as the panelists are coming
 
         22   to the table that there have been some changes from
 
         23   the names that were listed on your agenda, so we
 
         24   will -- we do have -- we will have people introduce
 
 
 
 
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          1   themselves and say their names for the benefit of
 
          2   the audience who may not be able to see the name
 
          3   plates.
 
          4            We are going to start with Ms. Coleman.
 
          5       MS. COLEMAN:  Good morning.  My name is Cora
 
          6   Coleman, and I am a Board member of Local 880 of
 
          7   the Service Employees International Union.
 
          8            I am here to talk about what things could
 
          9   be like for minorities here in Chicago when
 
         10   Banc One takes over the local control of
 
         11   First Chicago.
 
         12            If it's anything like what went on in
 
         13   Akron, Ohio, it could get ugly.  In the early 90s,
 
         14   Banc One took over the Local Central Trust in
 
         15   Akron.  Soon after, minority job applicants filed
 
         16   employment discrimination complaints with the
 
         17   Department of Labor.
 
         18            After a two-year investigation, the
 
         19   Department found that 31 qualified minority job
 
         20   applicants were unfairly turned down for jobs at
 
         21   Banc One, a clear-cut case of employment
 
         22   discrimination.
 
         23            For five years, Banc One fought the
 
         24   Department of Labor's attempts to reform the bank's
 
 
 
 
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          1   hiring practices.
 
          2            Finally, just last year, the bank was
 
          3   forced to hire 12 of the complainants and to
 
          4   provide financial compensation to those minority
 
          5   applicants it had refused to hire.
 
          6            First Chicago NBD is a larger operation
 
          7   than Central Trust.  And squeezing the two
 
          8   companies together is going to involve all sorts of
 
          9   job changes, all sorts of chances for Banc One's
 
         10   record in the lending office of turning down
 
         11   minority applicants to come shining out in the job
 
         12   interview.
 
         13            We know the Federal Reserve is not
 
         14   sympathetic to this issue since they themselves are
 
         15   facing a large class action lawsuit from its
 
         16   minority employees, but Banc One should be careful
 
         17   because we will be watching with our trial
 
         18   lawyers.
 
         19            Banc One also has violated lending
 
         20   discrimination laws.  In March of this year,
 
         21   Banc One Mortgage Corporation signed a lending
 
         22   discrimination settlement with HUD after their Fort
 
         23   Worth Humans Relation Commission filed their
 
         24   lending complaints.  They found that Banc One
 
 
 
 
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          1   offered African Americans and Latinos loans at
 
          2   worse terms than offered to whites by steering them
 
          3   to inferior and more expensive products than their
 
          4   conventional loan product.
 
          5            As a result of this case, Banc One
 
          6   Mortgage committed to provide 10 million in
 
          7   mortgages to low and moderate income and minority
 
          8   borrowers.
 
          9            This pattern of discrimination continued
 
         10   in Arizona where Banc One recently settled a case
 
         11   with the Attorney General by agreeing to provide
 
         12   5 million in mortgages to low and moderate income
 
         13   residents of Yuma County.  This agreement came only
 
         14   after the state investigated complaints from five
 
         15   Latino families who claimed they were denied
 
         16   mortgages because of their ethnicity.  Banc One
 
         17   denied these claims, citing internal processing
 
         18   problems.
 
         19            One family said they received the run
 
         20   around from Banc One Mortgage until their
 
         21   application was delayed long enough that they lost
 
         22   their house to another buyer.
 
         23            When a second attempt with Banc One
 
         24   mortgage met similar delays, they took their
 
 
 
 
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          1   application to another bank and were approved
 
          2   within a week.
 
          3            In another instance that is strikingly
 
          4   similar to the Phoenix example, a Dallas homeowner
 
          5   who applied for a Banc One home improvement loan in
 
          6   1996 cannot get his loan processed or even his
 
          7   application rejection.
 
          8            This practice of deterring applications of
 
          9   prospective minority borrowers at the outset helps
 
         10   understate the minority rejection rates.
 
         11            These cases indicate a pattern of
 
         12   discrimination through a series of delays and
 
         13   deceptions that help Banc One pad their humble
 
         14   reporting.
 
         15            They also show us that under the threat of
 
         16   a lawsuit, Banc One seems able to provide
 
         17   alternative financing to meet the needs of low
 
         18   income and minority borrowers.
 
         19            Banc One clearly has a problem when it
 
         20   comes to serving the banking and employment needs
 
         21   of African Americans and Latinos.  They don't seem
 
         22   to understand that discrimination is against the
 
         23   law.
 
         24            The burning issue of today is does the
 
 
 
 
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          1   Federal Reserve Board understand that
 
          2   discrimination is against the law, does the Federal
 
          3   Reserve Board have the guts to finally say no to a
 
          4   renegade like Banc One.
 
          5            On behalf of my union's 10,000 members, I
 
          6   implore you to do the right thing.
 
          7            Thank you.
 
          8       MS. SMITH:  Thank you very much.
 
          9            Mr. Shea.
 
         10       MR. SHEA:  Ted Thomas is going to speak next.
 
         11       MS. SMITH:  Okay.
 
         12       MR. THOMAS:  Good morning.  My name is Ted
 
         13   Thomas.  I'm the president of Illinois ACORN.
 
         14            Banc One has a history of refusing to
 
         15   negotiate lending agreements to meet the needs of
 
         16   the low income communities.  The only time Banc One
 
         17   has quantifably made a lending commitment to a city
 
         18   was when it was forced to do so by Michael White,
 
         19   the Mayor of Cleveland.
 
         20            Mayor White was so disturbed by Banc One's
 
         21   unwillingness to help him rebuild the central city,
 
         22   he actually filed a CRA protest against the bank
 
         23   and forced the bank to set CRA lending goals for
 
         24   his city.
 
 
 
 
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          1            ACORN has negotiated lending agreements
 
          2   and partnership with scores of banks throughout the
 
          3   nation.  For example, we worked with Nations Bank
 
          4   in 12 cities and with Chase Bank in ten cities.
 
          5            Our partnerships have a proven track
 
          6   record of performance.  Since 1987, we have helped
 
          7   over 10,000 low income families, mostly African
 
          8   American and Latino heritage, achieve the American
 
          9   dream of home ownership.
 
         10            We were amazed at Banc One's flat-out
 
         11   refusal to even discuss the formation of a
 
         12   partnership or a corporate-wide CRA lending
 
         13   commitment.
 
         14            Banc One's Senior Vice President, Julie
 
         15   Johnson, sent a rejection letter to several ACORN
 
         16   officers.  She said we do not believe in negotiated
 
         17   CRA programs.
 
         18            In Denver, Banc One officials have
 
         19   canceled and postponed every meeting that has been
 
         20   scheduled with ACORN members.  To this day,
 
         21   Banc One has not set CRA lending goals or made
 
         22   commitments to Denver.
 
         23            In Milwaukee, Banc One's met with ACORN
 
         24   members.  They said that they were unwilling to
 
 
 
 
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          1   negotiate a lending agreement and pulled out
 
          2   Mrs. Johnson's letter to justify their position.
 
          3   They told the same thing to the city's Fair Lending
 
          4   Coalition.  Today, Banc One has not set CRA lending
 
          5   goals or made a commitment to Milwaukee.
 
          6            In Louisiana, Banc One officials have also
 
          7   refused to enter into a partnership discussion.
 
          8   Instead, they sent a letter saying that they
 
          9   already do enough.  To this day, Banc One has not
 
         10   set CRA lending goals of any kind in New Orleans,
 
         11   Baton Rouge, Shreveport or anywhere else in the
 
         12   State of Louisiana even though they are by far the
 
         13   largest bank in the state.
 
         14            Unlike other bigger mergers this year,
 
         15   Banc One has refused to make corporate-wide lending
 
         16   CRA commitments.  What Banc One has done is allow
 
         17   the First Chicago NBD CRA team to promise a lot of
 
         18   grants to non-profits here in Chicago and in
 
         19   Detroit.
 
         20            Four weeks ago, ACORN thought it had a
 
         21   commitment from First Chicago NBD.  This commitment
 
         22   was personally given to me by the CEO of
 
         23   First Chicago, Mr. Verne Istock.  He looked me
 
         24   right in the eye and said Ted, we value the
 
 
 
 
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          1   partnership with ACORN.  He said that they wanted
 
          2   to keep it going in Detroit and Chicago and
 
          3   possibly expand it to other cities.
 
          4            Following that meeting, his staff told us
 
          5   that we could expand our partnerships to Milwaukee
 
          6   and perhaps to a couple of the bank's other
 
          7   cities.  They told us that they would value the
 
          8   ACORN mortgage counseling program because it helped
 
          9   them to make mortgages in places like Ingallwood,
 
         10   North Lawndale, places where for years, banks had
 
         11   not been able to make a single loan on its own.
 
         12            I left the meeting feeling like things
 
         13   were going to work out.  After all, I had received
 
         14   the word of the top dog, so I thought.  Can you
 
         15   imagine to my surprise just three days later,
 
         16   Banc One suddenly terminated our negotiation with
 
         17   no notice or explanation of any kind.
 
         18            The First Chicago CRA team were very
 
         19   apologetic and said that they would still be
 
         20   willing to continue our program in Detroit and
 
         21   Chicago but that they were not allowed to form CRA
 
         22   partnerships in any additional cities.
 
         23            When we asked what had happened to the
 
         24   commitment from Verne Istock, they sheepishly
 
 
 
 
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          1   explained that Mr. Istock had been overruled by
 
          2   John McCoy, the CEO of Banc One.  They reminded us
 
          3   John McCoy, and not Verne Istock, was going to be
 
          4   the CEO, the new top dog.
 
          5            Thank you.
 
          6       MS. SMITH:  Thank you very much.
 
          7       MR. SOZA:  Hello.  Good morning.
 
          8            My name is Nelson Soza.  I'm an organizer
 
          9   with Chicago ACORN, and I want to thank the Federal
 
         10   Reserve Bank for having reopened this comment
 
         11   period.  I think it's key for our community such as
 
         12   the one I work in.  I also want to thank the
 
         13   members of ACORN and Local 880 that come from
 
         14   everywhere.
 
         15            There is justice to be made, and we think
 
         16   that this is one of those cases, red lining.
 
         17   People in our community understand it that way so I
 
         18   thank everybody for being here today.
 
         19            I proceed to read the statement.
 
         20            The merger between Banc One and
 
         21   First Chicago NBD poses very serious issues for the
 
         22   residents of Chicago.  It represents a loss of one
 
         23   of the last local major banks in Chicago, one of
 
         24   the last major banks rooted in our communities.
 
 
 
 
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          1            Not that there isn't room for improvement
 
          2   at First Chicago.  Banks in Chicago reject African
 
          3   Americans and Latinos for home loans more
 
          4   frequently than banks in other cities, and
 
          5   First Chicago is worse than the rest of the banks
 
          6   here.
 
          7            First Chicago NBD rejected African
 
          8   Americans nearly four times as frequently as whites
 
          9   for home loans, and Latinos were denied home loans
 
         10   more than twice often as whites.  This is far
 
         11   higher than the citywide averages for all lenders.
 
         12            This performance is unacceptable from a
 
         13   bank that touts its hometown image.  Incredibly,
 
         14   even the wealthiest African Americans and Latinos
 
         15   are rejected at the same high rates.
 
         16            The Woodstock Institute found similar
 
         17   patterns when looking at lower income borrowers.
 
         18   First Chicago has much larger shares of the Chicago
 
         19   small business and mortgage lending market for
 
         20   wealthy borrowers than lower income borrowers.
 
         21            Yes, First Chicago has some cracks in
 
         22   their record, but they are nothing compared to the
 
         23   problems of Banc One.  They seem small.
 
         24            Banc One is already in the Chicagoland
 
 
 
 
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          1   area, but as you can see from the map behind me or
 
          2   on the side over there if you look in the corner,
 
          3   there is a map.  If you look at the map there, as
 
          4   you can see, it just isn't in Chicago.
 
          5            Banc One isn't in Chicago really in fact
 
          6   with exception of its branch on LaSalle Street in
 
          7   the Loop across the street, Banc One has avoided
 
          8   the City of Chicago as if it were the plague.
 
          9            Its branches are located in wealthier
 
         10   suburban neighborhoods like Schaumburg, Winnetka
 
         11   and Highland Park.  So if people from the West Side
 
         12   want to open an account, they have to go all the
 
         13   way there, for instance.
 
         14            We know if past track record is any
 
         15   indicator, then it is very likely that once
 
         16   Banc One takes over First Chicago, it will close
 
         17   the few First Chicago NBD branches that are in our
 
         18   neighborhoods.
 
         19            Banc One has always closed branches
 
         20   following mergers no matter what the overlap in the
 
         21   merging bank's service areas.  In fact, Banc One
 
         22   has recently announced that it will close between
 
         23   200 and 500 branches, and somehow, I don't think
 
         24   that it would be the branches in Winnetka and
 
 
 
 
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          1   DuPage County that will be closed.
 
          2            Banc One is planning on replacing the
 
          3   branches with ATMs in regional outlets and
 
          4   convenience stores where Banc One already charges
 
          5   its own customers one dollar for each use.  Compare
 
          6   this to First Chicago, which provides unlimited ATM
 
          7   use to its own customers for free.
 
          8            Banc One is also teaming up with
 
          9   Texas-based Mr. Payroll to install check cashing
 
         10   stores across the country.  These operations will
 
         11   cash a check for you but only if you submit to
 
         12   video identification or fingerprinting.  After
 
         13   treating you as if you were a common criminal, they
 
         14   will then charge you one percent for payroll and
 
         15   government checks, two percent for money orders and
 
         16   three percent for personal checks.
 
         17            Sadly enough, even these high rates may be
 
         18   cheaper than the flat $8 fee Banc One charges to
 
         19   cash a government check at its own branches, $8 for
 
         20   a government check.
 
         21            Again, compare this to First Chicago where
 
         22   government checks are oftentimes cashed for free by
 
         23   tellers who get to know their customers who have
 
         24   government checks, many of whom are older and
 
 
 
 
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          1   disabled.
 
          2            Given the choice between locally-based
 
          3   First Chicago and notoriously customer unfriendly
 
          4   Banc One, we'll keep what we've got.
 
          5            I urge you to reject this merger and the
 
          6   high cost, low volume customer services that come
 
          7   with it.
 
          8            Thank you very much.
 
          9       MS. SMITH:  Ms. Vargas.
 
         10       MR. VARGAS:  Good morning.  My name is Shirley
 
         11   Vargas.  I live in Pleasant Grove, Dallas, Texas.
 
         12            Me and my fiancee went to Banc One to get
 
         13   a home loan, and when