Federal Reserve Release, Press Release; image with eagle logo links to home page
Release Date: May 29, 1997


For immediate release

The Federal Reserve Board today announced its approval of the application of Southern National Corporation, Winston-Salem, North Carolina, to merge with United Carolina Bancshares Corporation, Whiteville, North Carolina, and thereby acquire United Carolina Bank, Whiteville, North Carolina, and United Carolina Bank of South Carolina, Greer, South Carolina.

Attached is the Board's Order relating to this action together with the Dissenting Statement of Vice Chair Rivlin and Governor Meyer.


Southern National Corporation
Winston-Salem, North Carolina

Order Approving the Merger of Bank Holding Companies

Southern National Corporation, Winston-Salem, North Carolina ("Southern"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under section 3 of the BHC Act (12 U.S.C. § 1842) to merge with United Carolina Bancshares Corporation, Whiteville, North Carolina ("United Carolina"),1 and thereby acquire United Carolina Bank, Whiteville, North Carolina, and United Carolina Bank of South Carolina, Greer, South Carolina.

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (62 Federal Register 10,271 (1997)). The time for filing comments has expired, and the Board has considered the application and all comments received in light of the factors set forth in section 3 of the BHC Act.

Southern is the third largest depository institution in North Carolina, controlling deposits of $11.1 billion, representing 14.5 percent of total deposits in depository institutions in that state, and is the third largest depository institution in South Carolina, controlling deposits of $2.89 billion, representing 9.4 percent of total deposits in depository institutions in the state.2 United Carolina is the eighth largest depository institution in North Carolina, controlling deposits of $3.4 billion, representing 4.4 percent of total deposits in depository institutions in that state, and is the fourteenth largest depository institution in South Carolina, controlling deposits of $332 million, representing 1.1 percent of total deposits in depository institutions in that state.

On consummation of this proposal and all proposed divestitures, totalling $529.5 million, Southern would become the largest depository institution in North Carolina, controlling 18.2 percent of total deposits in depository institutions in that state, and would remain the third largest depository institution in South Carolina, controlling 10.5 percent of total deposits in depository institutions in that state.

Interstate Analysis
Section 3(d) of the BHC Act, as amended by Section 101 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, allows the Board to approve an application by a bank holding company to acquire control of a bank located in a state other than the home state of such bank holding company, if certain conditions are met. For purposes of the BHC Act, the home state of Southern is North Carolina, and Southern proposes to acquire a bank in South Carolina.3 The conditions for an interstate acquisition enumerated in section 3(d) are met in this case,4 and the Board is permitted to approve this proposal under section 3(d) of the BHC Act.

Competitive Considerations
The BHC Act prohibits the Board from approving an application under section 3 of the BHC Act if the proposal would result in a monopoly, or would substantially lessen competition in any relevant banking market, unless the Board finds that the anticompetitive effects of the proposal are clearly outweighed in the public interest by the probable effect of the proposal in meeting the convenience and needs of the community to be served.

Southern and United Carolina compete directly in 22 banking markets in North Carolina and 3 banking markets in South Carolina. The Board has carefully reviewed the competitive effects of the proposal in these banking markets in light of all the facts of record, including the number of competitors that would remain in the markets, the characteristics of the markets, the projected increase in the concentration of total deposits in depository institutions5 in the markets ("market deposits") as measured by the Herfindahl-Hirschman Index ("HHI") under the Department of Justice Merger Guidelines ("DOJ Guidelines"),6 and commitments made by Southern to divest certain branches.7 Consummation of the proposal, without divestitures, would be consistent with the DOJ Guidelines in seven banking markets in North Carolina and all three of the banking markets in South Carolina.8

In order to mitigate the potential anticompetitive effects of the proposal in other markets, Southern has committed to make a number of divestitures.9 With the proposed divestitures, the concentration levels in eight additional North Carolina banking markets would be consistent with the DOJ Guidelines following consummation of the proposal.10 The divested branches hold deposits of approximately $521.9 million, which represents 14 percent of the total deposits held by United Carolina.11

In the seven remaining North Carolina banking markets, consummation of the proposal, adjusted to take account of proposed divestitures in these markets, would exceed the DOJ Guidelines, as measured by the HHI. The Board has previously indicated that HHI levels are only guidelines that are used by the Board, the Department of Justice, and other banking agencies to help identify cases in which a more detailed competitive analysis is appropriate to assure that the proposal would not have a significantly adverse effect on competition in any relevant market. A proposal that fails to pass the HHI market screen may, nonetheless, be approved because other information may indicate that the proposal would not have a significantly adverse effect on competition.

The Board believes that a number of additional factors in these seven banking markets indicate that the increase in concentration levels, as measured by the HHI, tends to overstate the competitive effects of this proposal. The mitigating factors in two of these markets are discussed in Appendix C. The remaining five North Carolina banking markets, which include banking markets with significant increases in the HHI or in the resulting post-merger HHIs, are discussed below.

Columbus County Banking Market
United Carolina is the largest of the five depository institutions in the Columbus County banking market, and controls deposits of $336.2 million, representing 60.7 percent of market deposits.12 Southern is the second largest depository institution in the market, and controls deposits of $105.8 million, representing 19 percent of market deposits. In order to mitigate the competitive effects in this market, Southern has committed to divest three branches, representing approximately 16 percent of market deposits, to an out-of-market competitor. After consummation of the proposal and the proposed divestiture, Southern would become the largest depository institution in the market, controlling 63.8 percent of market deposits, and the HHI would increase 277 points to 4493.

The high level of concentration in the Columbus County banking market after consummation of the proposal, as measured by the HHI, raises a significant competitive issue. The Board is particularly concerned when the dominant position of a banking organization is increased in a market with high levels of concentration, as in this case.

The Board believes, on balance in this particular case, that a number of factors indicate that the effect of the transaction on competition in this market is not likely to be significantly adverse. The increase in market share controlled by the largest competitor in the market is small, as measured by the percentage of market deposits. Southern has proposed significant divestitures in this market to an out-of-market competitor with substantial resources. This purchaser ranks among the ten largest commercial banking organizations in North Carolina, with banking assets greater than $6 billion. The magnitude of the proposed divestiture and the acquiror's size and resources help ensure that the out-of-market competitor would effectively replace Southern as the second largest competitor in the market. In addition, five competitors would remain in the market, including the out-of-market competitor that would purchase three branches divested by Southern.

Although population, deposit, and other economic data traditionally relied on by the Board do not indicate that the market is attractive for entry in comparison to other markets in the state, two new depository institutions have already indicated their intent to enter the market in 1997. One competitor is a newly chartered commercial bank with three offices that was formed by local residents concerned about the elimination of the largest community based banking organization in their market. The other competitor is a South Carolina commercial bank from a neighboring county that already obtains a substantial volume of its lending business from the Columbus County market and is extending its market presence into Columbus County. If the two new banks succeed in obtaining a total of $5 million of the deposits currently held by Southern, which is less than 1 percent of the total market deposits, the effect of the proposal on the HHI for the Columbus County market would be within the DOJ Guidelines.13

The Board has carefully weighed the competitive effects of the proposal in the Columbus County banking market in light of these and all the facts of record. Although the proposal presents a close case, the Board concludes that entry by an out-of-market competitor with a significant share of market deposits through the proposed divestiture, and by two additional new competitors, indicates that competition continues to develop in the Columbus County banking market and that, on balance, consummation of the proposal would not substantially lessen competition in that market.

Statesville Banking Market
Southern is the third largest of ten depository institutions that compete in the Statesville banking market, and controls deposits of $139.3 million, representing 19.5 percent of market deposits.14 United Carolina is the fourth largest depository institution in the market, and controls deposits of $73.4 million, representing 10.3 percent of market deposits. On consummation of the proposal, Southern would become the second largest depository institution in the market, controlling 29.8 percent of market deposits. The HHI would increase 400 points to 2265.

Nine competitors would remain in the Statesville banking market after consummation of the proposal, including North Carolina's five largest commercial banking organizations, all with significant market shares. In addition, a number of factors indicate that the Statesville market is attractive for entry and expansion.15 The rate of increase in deposits and population, for example, and the banking market's average per capita income and total deposits per banking office, were greater in the Statesville banking market, which is primarily composed of a non-MSA area, than in the state's other non-MSA counties.16 Two commercial banks entered the market by acquisition, one in 1994 and another in 1996, and a newly chartered commercial bank is expected to commence operations in 1997.17

Goldsboro Banking Market
Southern is the largest of nine depository institutions that compete in the Goldsboro banking market, and controls deposits of $270 million, representing 31.8 percent of market deposits.18 United Carolina is the fourth largest depository institution in the market, and controls deposits of $79.6 million, representing 9.4 percent of market deposits. Southern proposes to divest three branches, with deposits of $47.5 million, to two smaller competitors in the banking market. After consummation of the proposal and the proposed divestiture, Southern would control 35.6 percent of the market deposits, and the HHI would increase 248 points to 2295.

The divestitures would allow each of the two smaller competitors to increase their share of market deposits by approximately 3 percentage points. In addition, eight commercial banking organizations, including the six largest commercial banking organizations in North Carolina, would remain in the banking market after consummation of the proposal. The Goldsboro banking market is attractive for entry, and a savings bank established a presence in the market within the past two years.

Sanford Banking Market
Southern is the largest of seven depository institutions that compete in the Sanford banking market, and controls deposits of $153.6 million, representing 29.2 percent of market deposits. United Carolina is the fifth largest depository institution in the market, and controls deposits of $42.3 million, representing 8.1 percent of market deposits.19 Southern proposes to divest one branch to an out-of-market competitor. After consummation of the proposal and the proposed divestiture, Southern would control 34.8 percent of the market deposits. The HHI would increase 296 points to 2195.

Seven competitors would remain in the market after Southern's divestiture to an out-of-market competitor, and the market is attractive for entry. During the past three years, the average rate of growth in population, the level of per capita income, and the amount of deposits per banking office in the Sanford market exceeded the rate of growth in other non-MSA counties of the state.20 Two competitors in the market opened new branches in 1996, and a commercial bank entered the market de novo in May 1997. In addition, a newly chartered commercial bank plans to enter the market in 1997. It is anticipated that the attractiveness of the market will increase when a four-lane highway between Sanford and Raleigh is completed within the next two years.

Fayetteville Banking Market
Southern is the largest of 11 depository institutions that compete in the Fayetteville banking market, controlling deposits of $358.4 million, representing 26.0 percent of market deposits.21 United Carolina is the fifth largest depository institution in the market, controlling deposits of $132.9 million, representing 9.6 percent of market deposits. On consummation of the proposal, Southern would control 35.6 percent of the market deposits. The HHI would increase 500 points to 2019.

Ten competitors would remain in the market after consummation of the merger, including North Carolina's five largest commercial banking organizations, all with significant market shares. The market also has characteristics, including its size, that make it attractive for entry and expansion. The Fayetteville banking market, for example, contains an MSA and the state's fourth largest population center.

The Board sought comments from the United States Attorney General ("Attorney General"), the Office of the Comptroller of the Currency ("OCC"), and the Federal Deposit Insurance Corporation ("FDIC") on the competitive effects of the proposal. The Attorney General has advised the Board that, subject to the proposed divestitures, consummation of the proposal would not likely have any significantly adverse effects on competition in any relevant market. The OCC and the FDIC also have not objected to consummation of the proposal.

Based on all the facts of record, including the proposed divestitures and for the reasons discussed above and explained in the appendixes, the Board concludes that consummation of the proposal would not have a significantly adverse effect on competition or the concentration of banking resources in any relevant banking market.

Other Considerations
The Board has carefully considered the financial and managerial resources of Southern, United Carolina, and their respective subsidiaries, and the effect of the proposed acquisition on the future prospects of these organizations, and other supervisory factors in light of the facts of record. Based on all the facts of record, the Board concludes that the financial and managerial resources and future prospects of Southern and United Carolina, and their respective subsidiaries, are consistent with approval of the proposal, as are the other supervisory factors the Board must consider under section 3 of the BHC Act. Considerations relating to the convenience and needs of the communities to be served are also consistent with approval.

Based on the foregoing, including the commitments made to the Board by Southern in connection with the application, and in light of all the facts of record, the Board has determined that this application should be, and hereby is, approved. The Board's approval is specifically conditioned on compliance by Southern with all the commitments made in connection with this application, including the divestiture commitments discussed in the order. The commitments and conditions relied on by the Board in reaching this decision are deemed to be conditions imposed in writing by the Board in connection with its findings and decision, and, as such, may be enforced in proceedings under applicable law.

The acquisition shall not be consummated before the fifteenth calendar day following the effective date of this order, or later than three months after the effective date of this order, unless such period is extended for good cause by the Board, or by the Federal Reserve Bank of Richmond, acting pursuant to delegated authority.

By order of the Board of Governors,22 effective May 29, 1997.

(signed) William W. Wiles

William W. Wiles

Deputy Secretary of the Board


Appendix A

Banking markets in which consummation of the proposal would not exceed DOJ Guidelines without divestitures:

North Carolina banking markets

Charlotte-Rock Hill: Approximated by the Charlotte, North Carolina, and Rock Hill, South Carolina, RMA. After consummation of the proposal, Southern would control 9.3 percent of the market deposits and would become the third largest depository institution in the market. The HHI would increase 43 points to 2481.

Durham-Chapel Hill: Approximated by the Durham-Chapel Hill, North Carolina, RMA, including the remainder of Durham and Orange Counties, and Chatham County excluding the Burlington RMA. After consummation of the proposal, Southern would control 11.7 percent of the market deposits and would remain the fourth largest depository institution in the market. The HHI would increase 16 points to 1702.

Greensboro-High Point: Approximated by the Greensboro-High Point, North Carolina, RMA, including the remainder of the counties of Davidson and Randolph, excluding the Winston-Salem RMA. After consummation of the proposal, Southern would control 21 percent of the market deposits and would remain the largest depository institution in the market. The HHI would increase 98 points to 1239.

New Bern: Approximated by New Bern, North Carolina, the counties of Carteret, Craven, and Pamlico, and the eastern half of Jones County. After consummation of the proposal, Southern would control 24.7 percent of the market deposits, and would remain the third largest depository institution in the market. The HHI would increase 136 points to 2201.

Raleigh: Approximated by the Raleigh, North Carolina, RMA, including the remainder of Franklin, Harnett, Johnston, and Wake Counties. After consummation of the proposal, Southern would control 17.2 percent of the market deposits and would become the second largest depository institution in the market. The HHI would increase 139 points to 1391.

Wilmington: Approximated by the Wilmington, North Carolina, RMA, including the remainder of Brunswick County and Pender County. After consummation of the proposal, Southern would control 29.9 percent of the market deposits, and would become the largest depository institution in the market. The HHI would increase 396 points to 1695.

Winston-Salem: Approximated by the Winston-Salem, North Carolina, RMA, including the remainder of Davie and Stokes Counties. After consummation of the proposal, Southern would control 32.1 percent of the market deposits and would remain the second largest depository institution in the market. The HHI would increase 19 points to 2975.

South Carolina banking markets

Greenville: Approximated by the Greenville, South Carolina, RMA, including the remainder of Greenville and Pickens Counties. After consummation of the proposal, Southern would control 23.7 percent of the market deposits and would remain the largest depository institution in the market. The HHI would increase 186 points to 1331.

Myrtle Beach-Conway Area: Approximated by the Myrtle Beach-Conway, South Carolina, RMA, including the remainder of Horry County. After consummation of the proposal, Southern would control 9.2 percent of the market deposits and would become the fifth largest depository institution in the market. The HHI would increase 37 points to 1131.

Spartanburg: Approximated by the Spartanburg, South Carolina, RMA, including the remainder of Spartanburg County, excluding the Greenville RMA portion. After consummation of the proposal, Southern would control 10.2 percent of the market deposits and would become the third largest depository institution in the market. The HHI would increase 29 points to 1230.


Appendix B

North Carolina banking markets in which consummation of the proposal would not exceed DOJ Guidelines with divestitures:

Duplin County: Approximated by Duplin County, North Carolina. After consummation of the merger and the proposed divestitures to an out-of-market competitor, Southern would control 46.1 percent of the market deposits and would become the largest depository institution in the market. The HHI would increase 36 points to 2761.

Hoke County: Approximated by Hoke County, North Carolina. After consummation of the merger and the proposed divestiture to an out-of-market competitor, Southern would control 56.5 percent of the market deposits and would replace United Carolina as the largest depository institution in the market. The HHI would not increase.

Martin County: Approximated by Martin County, North Carolina. After consummation of the merger and the proposed divestiture to an out-of-market competitor, Southern would control 27 percent of the market deposits and would remain the second largest depository institution in the market. The HHI would not increase.

Monroe: Approximated by Anson and Union Counties, North Carolina, excluding the portion of Union County included in the Charlotte-Rock Hill RMA. After consummation of the merger and the proposed divestitures to an out-of-market competitor, Southern would control 40.8 percent of the market deposits and would remain the largest depository institution in the market. The HHI would increase 156 points to 2188.

Richmond County: Approximated by Richmond County, North Carolina. After consummation of the merger and the proposed divestitures to an out-of-market competitor and an in-market firm, Southern would control 38.3 percent of the market deposits and would replace United Carolina as the largest depository institution in the market. Following the proposed divestitures, the HHI would increase 179 points to 2272.

Robeson County: Approximated by Robeson County, North Carolina, except for the portion of the county included in the Fayetteville RMA. After consummation of the merger and the proposed divestitures to an out-of-market competitor, Southern would control 37.2 percent of the market deposits and would become the largest depository institution in the market. The HHI would increase 183 points to 2205.

Sampson County: Approximated by Sampson County, North Carolina. After consummation of the merger and the proposed divestitures to an out-of-market competitor, Southern would control 29.8 percent of the market deposits and would remain the second largest depository institution in the market. Following the proposed divestitures, the HHI would increase 99 points to 3207.

Washington County: Approximated by Washington County, North Carolina. After consummation of the merger and the proposed divestitures to an out-of-market competitor, Southern would control 29.7 percent of the market deposits and would remain the largest depository institution in the market. The HHI would not increase.


Appendix C

North Carolina banking markets in which consummation of the proposal would exceed DOJ Guidelines. However, other factors substantially mitigate the competitive effect of the increases in market concentration as measured by the HHI:

Moore County: Approximated by Moore County, North Carolina. After consummation of the merger, Southern would control 37.7 percent of the market deposits and would remain the largest depository institution in the market. The HHI would increase 330 points to 1988. Ten competitors would remain in this market following consummation, including North Carolina's five largest commercial banking organizations. One of the thrifts in the market is the second largest competitor for deposits. In addition, the market has features that make it attractive for entry and expansion. The rate of growth in population and market deposits, and the level of per capita income exceed, on average, that of other non-MSA counties in the state.

Pitt County: Approximated by Pitt County, North Carolina. After consummation of the merger, Southern would control 27.3 percent of the market deposits and would become the largest depository institution in the market. The HHI would increase 325 points to 1886. Following consummation, ten competitors would remain in the market, including North Carolina's six largest commercial banking organizations. In addition, the market has features that make it attractive for entry and expansion. Pitt County is the second largest non-MSA county in the state with respect to total deposits. The rate of growth in deposits and the level of per capita income exceed, on average, that of other non-MSA counties. The record indicates that one thrift in the market fully competes with commercial banks in making commercial and retail loans. If this thrift's deposits are given 100 percent weight, consistent with the Board's precedent, the HHI would increase 319 points to 1850.


Dissenting Statement of Vice Chair Rivlin and Governor Meyer

We believe the proposed transaction would have a significantly adverse effect on competition in at least three local banking markets: Columbus County, Statesville and Goldsboro. Without additional divestitures to reduce the prospect of significantly adverse competitive effects in these markets, we believe the application should be denied.

Our concern is greatest about the Columbus County market. This is a case of a market that is initially very highly concentrated and, in our view, extreme caution should be exercised in connection with any merger that further increases market concentration. The failure to reject the merger or to make the merger conditional on further divestitures in this market, in our view, sets an undesirable precedent and allows a level of concentration and market share that is too high to warrant Board approval.

Consummation of the transaction in the Columbus County banking market would increase the HHI from over 4200 to nearly 4500. Southern would become the dominant banking organization in the market and would increase its share of market deposits to approximately 64 percent. In addition to enhancing the dominant position of the largest competitor, the proposal would increase the gap between the share of market deposits controlled by the two largest competitors. After consummation of the proposal, the second largest competitor would control only 16 percent of market deposits, a market share less than Southern currently controls as the market's second largest competitor. None of the remaining three competitors would control as much as a 10 percent share of the market deposits.

We believe that strong mitigating factors would be required to justify an acquisition resulting in further concentration of such a highly concentrated market. In this case, while two firms propose to enter the market, this new entry is not sufficient to mitigate the increased concentration that would result from this transaction. Relevant data do not indicate that the market is likely to attract sufficient new entry to check the competitive influence of Southern as the dominant firm after this acquisition. We do not find any other factors that would mitigate the potentially significant adverse effect that this acquisition is likely to have on competition in the Columbus County banking market. Accordingly, we conclude that additional divestitures are necessary in the Columbus County banking market before the proposal warrants approval.

The Statesville and Goldsboro markets are much less highly concentrated than the Columbus County market. Nevertheless, the proposed transaction would still, in our view, result in significantly adverse effects on competition in each of these markets. The increase in concentration in the Statesville market is the largest of any of the three markets in question. This transaction would move this market from one with a reasonable degree of competitiveness to one that is highly concentrated. The Goldsboro market involves combining the largest and fourth largest banks in the market and results in a post-merger market share of 35.6 percent without any mitigating factor. Although the threat of adverse competitive effects in the Statesville and Goldsboro cases appears less dramatic than in the case of the Columbus County market, the competitive effects in the Statesville and Goldsboro push the outer limits of what the Board has approved in the past and in our judgement exceed the limits of what the Board should approve.

May 29, 1997


Footnotes

1 Southern and United Carolina have granted each other an option to purchase, under certain circumstances, outstanding common stock of the other company. These options would terminate on consummation of the proposal. United Carolina would be required to obtain the Board's approval under section 3 of the BHC Act before exercising its option.

2 State and market data are as of June 30, 1996. In this context, depository institutions include commercial banks, savings banks, and savings associations.

3 Pub. L. No. 103-328, 108 Stat. 2338 (1994). A bank holding company's home state is that state in which the operations of the bank holding company's banking subsidiaries were principally conducted on July 1, 1966, or the date on which the company became a bank holding company, whichever is later.

4 12 U.S.C. §§ 1842(d)(1)(A) and (B) and 1842(d)(2)(A) and (B). Southern is adequately capitalized and adequately managed. On consummation of this proposal, Southern and its affiliates would control less than 10 percent of the total amount of deposits of insured depository institutions in the United States and less than 30 percent of the total amount of deposits in South Carolina. In addition, United Carolina Bank of South Carolina has been in existence and in continuous operation for at least five years as required by South Carolina law. All other requirements of section 3(d) of the BHC Act also would be met on consummation of the proposal.

5 Market concentration calculations include deposits of thrift institutions at 50 percent. The Board previously has indicated that thrift institutions have become, or have the potential to become, significant competitors of commercial banks. See Midwest Financial Group, 75 Federal Reserve Bulletin 386 (1989); National City Corporation, 70 Federal Reserve Bulletin 743 (1984). Thus, the Board has regularly included thrift deposits in the calculation of market share on a 50-percent weighted basis. See, e.g., First Hawaiian Inc., 77 Federal Reserve Bulletin 52 (1991).

6 Under the revised DOJ Guidelines, 49 Federal Register 26,823 (June 29, 1984), a market in which the post-merger HHI is less than 1000 is considered unconcentrated, and a market in which the post-merger HHI is between 1000 and 1800 is considered moderately concentrated. The Justice Department has informed the Board that a bank merger or acquisition generally will not be challenged (in the absence of other factors indicating anticompetitive effects) unless the post-merger HHI is at least 1800 and the merger increases the HHI by more than 200 points. The Justice Department has stated that the higher than normal HHI thresholds for screening bank mergers for anticompetitive effects implicitly recognize the competitive effect of limited-purpose lenders and other non-depository financial institutions

7 With respect to each market in which Southern has committed to divest offices to mitigate the anticompetitive effects of the proposal, Southern has committed to execute sales agreements prior to consummation of the acquisition of United Carolina and to complete the divestitures within 180 days of consummation of the acquisition. Southern also has committed that, in the event it is unsuccessful in completing any divestiture within 180 days of consummation of the proposal, Southern will transfer the unsold branch(es) to an independent trustee that is acceptable to the Board and that will be instructed to sell the branches promptly. BankAmerica Corporation, 78 Federal Reserve Bulletin 338 (1992); United New Mexico Financial Corporation, 77 Federal Reserve Bulletin 484 (1991). Southern has also committed to submit to the Board, no later than 60 days prior to the expiration of the 180-day divestiture period, an executed trust agreement acceptable to the Board stating the terms of the divestitures.

8 These banking markets are discussed in Appendix A.

9 Southern has committed to divest a total of 23 branches in 11 North Carolina banking markets. In these markets, Southern has committed to make divestitures to an out-of-market competitor or to a competitively suitable purchaser.

10 These banking markets are described in Appendix B. Southern contends that the relevant banking market for Anson County, North Carolina, should be either (1) the Charlotte-Rock Hill banking market, or (2) the area within a 30-mile radius surrounding Wadesboro, the largest community in Anson County. The Board and the courts have concluded that the relevant banking market for analyzing the competitive effects of a proposal must reflect commercial and banking realities and should consist of the local area where the banks involved offer their services and where local customers can practicably turn for alternatives. See St. Joseph Valley Bank, 68 Federal Reserve Bulletin 673, 674 (1982). The key question to be considered in making this decision "is not where the parties to the merger do business or even where they compete, but where, within the area of competitive overlap, the effect of the merger on competition will be direct and immediate." United States v. Philadelphia National Bank, 374 U.S. 321, 357 (1963); United States v. Phillipsburg National Bank, 399 U.S. 350, 364-65 (1969). The Board has considered Southern's contentions in light of all the facts of record, and concludes that the appropriate market for analyzing the competitive effects of the proposal is an area that is approximated by Anson County and those portions of Union County not included in the Charlotte-Rock Hill Ranally Metro Area ("RMA"). This market has been defined by the Federal Reserve Bank of Richmond ("Reserve Bank") as the Monroe, North Carolina, banking market. The Board bases this conclusion on an analysis of employment commuting data, traffic patterns, and interviews with local bankers and other officials that were conducted in March 1997 as part of an investigation of the area by the staff of the Reserve Bank, as well as other facts of record that indicate that commuting, travel and competition between Anson County and the Charlotte-Rock Hill banking market is limited.

11 Southern has also committed to divest $8 million of deposits and associated lending relationships in the Goldsboro, North Carolina, banking market that are not currently allocated to any of the branches to be divested.

12 The Columbus County banking market is approximated by Columbus County, North Carolina.

13 The HHI would potentially increase 163 points to 4379.

14 The Statesville banking market is approximated by Statesville, North Carolina, including the portion of Iredell County not included within the Charlotte-Rock Hill RMA.

15 Depository institutions in Iredell County have the largest amount of total deposits held by depository institutions in all non-metropolitan statistical area ("non-MSA") counties in North Carolina. In 1996, The New Observer, a large Charlotte newspaper, awarded Iredell County the highest rating in its review of the North Carolina business climate. The rating was based on several economic factors, including job growth, change in employment, the level and change in per capita income, the level and change in unemployment, and the level and change in per capita retail sales. In addition, Statesville, which is the economic center of the market, is located at the intersection of two interstate highways (U.S. Interstates 77 and 40), a fact that contributes to the attractiveness of the market for commercial enterprises and access to major population centers, including Charlotte and Winston-Salem.

16 Between 1993 and 1996, deposits increased on average in Iredell County by 2.9 percent as compared to 1.4 percent for other non-MSA counties in North Carolina. The average population increase for the same period was 2.5 percent in Iredell County as compared to 1.5 percent for other non-MSA counties. In 1994, per capita income in Iredell County was $14,005 compared to $12,007 in other non-MSA counties. Total deposits per banking office in 1996 were $29,862 compared to $25,854 in the other non-MSA counties.

17 In interviews with the Reserve Bank, bankers in the Statesville banking market indicated their belief that the market would remain competitive after consummation of the proposal. Data also indicate that concentration in the market, as measured by the HHI, has decreased in the past five years.

18 The Goldsboro banking market is approximated by the Goldsboro, North Carolina, RMA, including the remainder of Wayne County.

19 The Sanford banking market is approximated by Lee County, North Carolina.

20 Between 1993 and 1996, the population of Lee County increased at a rate of 2.7 percent as compared to 1.5 percent for other non-MSA counties in North Carolina. Per capita income in the county was $14,304 in 1995 compared to $12,007 in other non-MSA counties. The rate of growth of deposits in the market was 1.8 percent between 1993 and 1996, compared to a rate of growth of 1.4 percent in other non-MSA counties.

21 The Fayetteville banking market is approximated by the Fayetteville, North Carolina, RMA, including the remainder of Cumberland County.

22 Voting for this action: Chairman Greenspan and Governors Kelley and Phillips. Voting against this action: Vice Chair Rivlin and Governor Meyer.

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