Appendix — United States v. Marine Bancorporation, Inc.
Supreme Court brief1974
Ask Donna
What actually matters in this document.
Text
Supreme Cuurt of the United States
OCTOBER TERM, 1973
No. 73-38
UNITED STATES OF AMERICA,
Appellant,
—V,——
MARINE BANCORPORATION, THE NATIONAL BANK OF
COMMERCE OF SEATTLE, WASHINGTON TRUST BANK,
JAMES E. SMITH, COMPTROLLER
OF THE CURRENCY
ON APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF WASHINGTON
INDEX
Page
Docket Entries. 1
Complaint by the United States filed October 22, 1971 ......... 9
raed Answer to the Complaint filed November 22, *
Intervenor's Answer to the Complaint filed December 8, 1971. 24
Defendants’ Answers to Plaintiff'g Interrogatories :
No. 5(A)(2), (3) — 30
.. ³˙1w¹ 5 o·¹ꝗw- eta 44
I iach Äͤſ m 53
w h ¹-w-w- ecards ccs 60
77 ͥ̃ĩ³¹1TĩTm—TmTbC—C 0 cy 75
„„ phien es ceastsseieniaenncencacaetioeceanmsee extchcaabsenhir fas ecezciis 80
TO I crests sieecdessnccantinetecesecsees ctciceeen st. 84
. 87
— » ⁰ ] —⁰¹·¹ͥ²oäÄ˙ʃrĩ 89
a
ii INDEX
Page
Plaintiff's Answers to Intervenor’s Interrogatories (Set.
No. 1):
„... asec enecin scccscs aca: 91
T. Pp ͤͤ 0 7˙ w TA 91
( ·³·¹ cosa. 92
PPP 00õV f! 92
Deposition of Robert F. Buck taken August 16, 1972 93
Buck Deposition Exhibit 111i: 1514
Buck Deposition Exhibit ꝶ2 1516
Buck Deposition Exhibit . 1576
Buck Deposition Exhibit 4* — 1407
Buck Deposition Exhibit . 132
Buck Deposition Exhibit . 1358
Buck Deposition Exhibit 136
Deposition of Maxwell Carlson taken August 16, 1972 137
Carlson Deposition Exhibit 1... 152
Carlson Deposition Exhibit 2*.. ̃ 1273
Carlson Deposition Exhibit. 154
Deposition of Ralph J. Stowell taken August 16, 1972 157
Stowell Deposition Exhibit 1* 00 1432
Stowell Deposition Exhibit 2* 000 1433
Stowell Deposition Exhibit 3* 1393
Stowell Deposition Exhibit 44 1284
Deposition of Frank A. Abersfeller taken August 17, 1972. 195
Abersfeller Deposition Exhibit 1 0. 236
Abersfeller Deposition Exhibit 2"... 1391
Abersfeller Deposition Exhibit 3... 239
Abersfeller Deposition Exhibit 4... 240
Abersfeller Deposition Exhibit 3555. 1279
Deposition of Andrew Price, Jr. taken August 17, 1972 242
Price Deposition Exhibit 1-1* 0 1430
Price Deposition Exhibit 1-2* 00 ! 1429
Price Deposition Exhibit 1-3* 0 . 1428
Price Deposition Exhibit 1-4* 0 “ 1427
Price Deposition Exhibit 1-5* 0 -r 1426
Price Deposition Exhibit -W 13425
Price Deposition Exhibit 177777 1424
Price Deposition Exhibit 1-8* GR 1423
Price Deposition Exhibit 1-9* ß 1422
Price Deposition Exhibit 1-10* 1421
Price Deposition Exhibit 1-111171777ꝝ˖¶ :: 1420
* Deposition Exhibits which correspond to Government Exhibits
are reproduced in the category of Government Exhibits.
—
INDEX
Deposition of Andrew Price, Jr. taken August 17, 1972—Con-
tinued
Price Deposition Exhibit 1-12 . 1419
Price Deposition Exhibit 1-13* _.. 1418
Price Deposition Exhibit 1-144 1417
Price Deposition Exhibit 1-1 1416
Price Deposition Exhibit 1-16* 1415
Price Deposition Exhibit 1-17* 1414
Price Deposition Exhibit 1-18 — 327
Price Deposition Exhibit 1-19 * 1413
Price Deposition Exhibit 1-20 . 1412
Price Deposition Exhibit 1-21* . 1411
Price Deposition Exhibit 1-22* 0. 1410
Price Deposition Exhibit 1-23* 00 1409
Price Deposition Exhibit 1-24* 0 1406
Price Deposition Exhibit 1-25 — 1404
Price Deposition Exhibit 1-2% UwVſ — 1403
Price Deposition Exhibit 1-277 1402
Price Deposition Exhibit 1-2) 1401
Price Deposition Exhibit 1-29 . 1400
Price Deposition Exhibit 1-300 .! 1399
Price Deposition Exhibit 1-31iI1Ii1i1mwmT1mw ? 1398
Price Deposition Exhibit 1-32ꝛT:: “! 1397
Price Deposition Exhibit 1-33* 1396
Price Deposition Exhibit 1-344. 1395
Price Deposition Exhibit 1-35* 1393
Price Deposition Exhibit 1-36* 1394
Price Deposition Exhibit 1-3: ð 1392
Price Deposition Exhibit 1-3) 1391
Price Deposition Exhibit 1-39* 99 1389
Price Deposition Exhibit 1-40* 1390
Price Deposition Exhibit 2* 1433
Price Deposition Exhibit 3 —— 1432
Price Deposition Exhibit 44? 1593
Price Deposition Exhibit 55 . 1650
Price Deposition Exhibit 0) 1514
Price Deposition Exhibit 7ʒ777 1573
Price Deposition Exhibit; 329
Price Deposition Exhibit 9 — 1356
Price Deposition Exhibit 1000 1358
Price Deposition Exhibit 111144. 1357
Deposition of Dean W. Loney taken August 18, 1972 8 331
Loney Deposition Exhibit 112f . 1514
Loney Deposition Exhibit 2ùʒ 1573
Pretrial Order and attached Exhibits A through H, filed
January 8, 1978... 364
Deposition Exhibits which correspond to Government Exhibits
are reproduced in the category of Government Exhibits.
.ͤͥͤͥͥ ¹²¹0ʃKʃ TTT. u. ͤ ⁵tsSpͥͤͥ·⁊˙—˙¹rQͤ —˙w 7
EO
iv INDEX
Page
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 8, 1973:
Appearances 446
Transcript of the proceedings —— — 447
Testimony of Robert E. Smith
„ ——— —— 473
voir dire [57] 477
further direct [61] 479
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 9, 1973:
Appearances — 510
Testimony of Robert E. Smith (resumed)
—direct—[117] ä 511
—cross—[158] 533
—redirect—[183] . 849
Testimony of Warren P. Cooley
Se go ee [19 11Tz————.——————— 555
—CTOSS— [2091 564
Testimony of Michael Marston
direct [215114 ———————j —ͤ— —L—L—— 568
—cross—[264] 596
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 10, 1973:
TIE sie wis ei ees 602
Testimony of Charles F. Haywood
i et sy: | re 633
—cross—[378] 5 . 661
Testimony of Lloyd C. Billings
direct [42511 688
—CTOSS— [444444 699
Testimony of Maxwell Carlson
direct [459 708
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 11, 1973:
Appearance 720
Testimony of Joseph C. MacMurray
—direct—[485] — 724
—cross—[555] — 764
redirect [574] . — 776
INDEX v
N Page
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 11, 1973:—Continued
Testimony of Richard G. Bennett
—direct—[622] 804
—cross—([633] 810
—redirect——[645] 818
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 12, 1978:
Appearances 820
Testimony of Betty Bruckner
—direct—[654] 822
—cross—[656} 824
redirect [662] 828
Testimony of William F. Barrett
direct 663] 828
—cross—[672] 834
Testimony of Leroy Johnson
direct [6841 cccccceccececceseseeceveceeeceeeeeeseeceee 841
—cross—[687] 843
Testimony of Maxwell Carlson (resumed) ;
—direct—[692] 846.
—cross—[715] : 860
—redirect—[749] 881
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 15, 1973:
Appearances 883
Testimony of Raymond A. Hanson
—direct—[756] 884
—cross—[761] 887
—redirect—[773] 893
Testimony of Neil Degerstrom
—direct—[774] 894
—cross—[779] 897
Testimony of E.D. McCarthy
—direct—[780] 897
—cross—[785] 900
—redirect—[788] 902
Testimony of Arden Jacklin
—direct—[789] 903
—cross—[793] 905
—redirect—[797] — 908
Testimony of R. Neil Williams
—direct—[798] - 908
—cross—[802] 911
vi INDEX
Page
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 15, 1973:—Continued
Testimony of Leonard Maxey :
—direct—[B03] once . 912
—cross—[805] 913
—redirect—[807] 914
Testimony of Merton L. Howard
direct [808 13 915
—cross—[811] 917
Testimony of Philip H. Stanton
—direct—[814] 918
' —cross—[846] 937
—redirect—([861] 945
Testimony of T. Robert Faragher
direct [867] 948
—cross—[911] 974
Transcript of proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 16, 1973 :,
Appearances oon... ee eeeeeeeeeeeeeneee- . 1007
Testimony of H. Joe Selby
direct [969] — 1008
—cross—[979] — 1013
redirect [1018] 1036
Testimony of Nevins D. Baxter
direct [1031] — — 1043
—cross—[1066] — 1063
Testimony of Robert K. Hurni
direct [11321 .. 1102
Transcript of procedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 17, 1973:
Appearances . 1115
_ Transcript of the proceedings 1116
Government Exhibits:
GX A-l — 1148
GX A-2 1149
GX A-3 i.
GX A-4
GX A-5
GX A-6
GX A-7
GX AB
INDEX
viii INDEX N
5
38881888588 885 85888188885 7
INDEX
*
ix
Page
GX H-18 1333
GX H-l4 1336
GX H-15 1341
GX 1-1-4 1346
GX I- I — 1347
GX I-l< 1348
GX I-2 1349
GX I-33 1350
GX I-24 1353
GX I-4b 1854
GX I 4c 1855
GX Id 1856
GX ILA 1857
GX I-45 1858
GX I-6-a 1362
- GX I-6b 1363
GX I-7 1364
GX I-8-a 1365
GX I-8-b : 1366
GX I-9-a 1367
1368
1370
1871
1372
1878
1874
1375
1876
1877
1878
1379
1380
1381
1382
1883
1384
1885
1386
1387
1388
1389
1390
GX I-9-b
Gx I-10-a 4
GX I-10-
GX I-ll-a
GX I-11
GX I-ll<
GS Fb ——r—rð—iỹ! e ̃ ͤ—.—
GX I- 11e .
GX I-1l-f
GX-J-1 .
GX J-2
GX J-3 _
GX J-4
GX J-5 vhceeetaileoetiinnnscadsig sce
GX J-7
GX J-8 3
GX J-9
GX J. 10
GX J. 11
GX J. 12
GX J. 18
GX J-14
GX J-15 1891
GX J-16 1892
GX J-17 1393
GX J-18 1894
GX J-19 1395
GX J-20 1896
GX J-21 — 1897
GX J-22 1398
x INDEX
Page
GX J-23 1399
GX J-24 1400
GX J-25 . 1401
GX J-26 TTT 1402
GX J-27 — 1408
GX J-28 1404
GX J-29 1405
Gx J-30 1406
Gx J-31 1407
GX J-82 1408
GX J-33 1409
GX J-34 1410
GX J-35 1411
GX J-36 1412
GX J-37 1413
Gx J-38 1414
GX J-39 N 1418
Gx J-40 1416
GX J-41 1417
GX J-42 1418
GX J-43 1419
GX J-44 = 1420
GX J-45 1421
GX J-46 1422
GX J-47 1423
Ch De anna ———————r˖r＋§V*˖»»c — 1424
GX J-49 1425
EI GID ü 1 : 1426
GX J-51 1427
GX J-52 1428
„.. cies’ 1429
GX J-54 1430
GX K 1 1431
GX K-2 1432
%%% —'1AWA V 1433
GX K-4 1435
GX K-5 1436
GX K-6 1438
GX K-7-a 1440
111117;⁵ͤ— 3 tisaedcesi es sinid 1441
GX KR7 e 1442
GX K-8 a . 1443
GX K-9 — 1444
GX K-10 1445
GX K-ll-a 1446
GX K-11 1447
..... Acaiass 1448
1100 ˙ A . — 1452
GX K-14 ase 1454
INDEX xi
Page
GX K-15 1455
GX K-16 1456
GX K-17 1457
GX K-18-a 1458.
GX K-18-b 1459
GX K-19 1460
GX K-20 1461
GX K-21 1462
GX K-22 1468
GX K-23 * 1464
GX K. 24 N 1465
GX K-25 W 1466
GX K-26-a 1467
GX K-26-b 1468
GX K-26-c 1469
GX K-26-d 1470
GX K-27-a 1471
GX K-27-b 1472
GX K-28 : 1478
GX K-29-a 1475
GX K-29-b . 1476
GX K-30-a 1478
GX K-80-b 1479
GX K-80- 1481
GX ki 1488
GX K-82 1484
GX K-33-a 1485
GX K-83-b 1488
GX K-338-c 1490
GX K-84-a 1491
GX K-34-b 1492
GX K-35 1493
GX K-36 ... — 1514
“GX K-37 ....... 1516
GX K-38 1518
GX K-39 1519
GX K-40 1520
GX K-41 1521
GX K-42-a 1522
GX K-42-b 1523
GX K-43-a 1524
GX K-43 db 1525
GX K-44 — 1526
GX K-45 1527
f A 1528
GX K-46-b 1529
GX K-47 1530
GX K-48-a 1532
INDEX
INDEX
Defense Exhibits:
C ²
DX 2
DX 3
xiv INDEX
DX 36
DX 37
DX 38
DX 39
DX 40
DX 41
DX 42
DX 43
DX 44
DX 45
DX 46
DX 47
DX 48
DX 49
DX 50
DX 51
DX 52
Intervenor’s Exhibits:
Exhibit L to Intervenor’s Exhibit 500
Exhibit (1) to Intervenor’s Exhibit 500
Transcript of Proceedings held before the Hon. William N.
Goodwin, United States District Judge for the Western
District of Washington, on January 31, 1973 at Tacoma,
Washington
Page
1
1
1845
1847
1849
1851
1852
1855
1856
1857
1858
1859
1861
1862
1863
1864
1865
1866
1867
1868
1870
1871
1873
1875
1877
1879
1881
1883
1891
1899
1900
1901
1902
1904
1905
1908
1911
1912
1913
1914
1915
1916
1918
1920
INDEX xv
Findings of Fact and Conclusions of Law filed January 31,
1973 „% 1932
Transcript of Proceedings held before the Hon. William N.
in, United States District Judge for the Western
District of Washington, on February 22, 1973 at Las
Vegas, Nevada 1953
Notice of Appeal to the Supreme Court by the United States
dated March 30, 1973 ooo Ü 1970
Order of the Supreme Court noting probable jurisdiction,
dated October 15, 197. 1973
DOCKET ENTRIES
Date
10/22/71
10/22/71
10/29/71
117 3/71
11/21/71
12/ 8/71
12/ 8/71
12/ 8/71
12/10/71
12/10/71
1/ 6/72
1/17/72
2/ 3/72
2/ 3/72
2/28/72
2/29/72
3/18/72
Filed complaint.
Issued summons.
Filed Marshal's Return on summons, Wash. Trust
Bank.
Filed Appearance of Graham, McCord, Dunn,
Moen, Johnston & Rosenquist for all defendants.
Filed Defendants’ Answer.
Filed Motion of William B. Camp, Comptroller of
the Currency, to intervene as a party and Notice.
Filed Order granting motion of Comptroller to
intervene.
Filed Intervenor’s William B. Camp, Answer to
Plaintiff’s complaint.
Filed Defendants’ Notice anti-trust action.
Filed PRETRIAL ORDER. Counsel to report to
court March 31, 1972, 10:00 A.M. regarding
progress in preparation of trial with view to
estabishment of trial date.
Filed Interrogs. to Defts.
Filed Pltf's request for production of documents.
Filed Defts’ Interr. to Pltf. (First Group).
Filed Order for Protection of parties during dis-
covery proceedings—counsel advised by card.
Filed Pltf's request for production of documents
to Intervenor.
Filed Intervenor’s Interrogs. to Pltf. (Set #1).
Filed Certificate of service.
Filed Defendants’ Answers to Pltf's Interrogs. (2
Vol.) (Confidential—in vault in Drawer #10).
(1)
on
Date
3/15/72
6/ 2/72
8/ 2/72
8/15/72
8/15/72
8/17/72
8/17/72
8/18/72
8/21/72
8/21/72
9/ 5/72
9/ 7/72
Filed Proof of service of Answers to Pltf's
Interrogs.
Filed Pitf’s answer to Intervenor’s Interrogs., Set
#1.
Filed Pitf’s Answers to Defts’ Interrogs.
Filed Notice of Taking Depositions of Ralph J.
Stowell, Robert F. Buck, Maxwell Carlson,
Frank A. Abersfeller, Andrew Price, Jr., T.
Robert Faragher, Philip H. Stanton, W. E.
McLaughlin, and Dean W. Loney.
Filed Praecipe of 8 deposition subpoenas, in
blank—issued by Clerk, Seattle.
Filed Marshal’s Ret. on Dep of Subp: (W. D.
McLaughlin, Philip H. Stanton).
Filed Interrogatories to the Intervenor by plain-
tiff.
Filed U.S. Marshal’s return on Carlson, Stowell,
Buck, & Price, Jr.
Filed U.S. Marshal’s return on Subpoena to Dean
W. Loney.
Filed U.S. Marshal’s return on Faragher.
Filed U.S. Marshal’s return on Abersfeller.
Filed Praecipe for subp. (7) in blank—issued to
Mr. Stephan in Seattle.
Filed Notice of taking Depos. of Sea. 1st Nat Bk
& Pac. Nat Bk, Old Nat Bk of Spokane Ameri-
can Comm. Bank, Spokane and Farmers Mer-
chants Bank.
Filed Notice of taking Depo of Wm. W. Wither-
spoon, E. C. Underhill.
Filed Marshal’s Ret. on Dept. Subp. (Pac. Nat. Bk.
of Wash.).
J
Date
9/11/72" Filed Deposition of Andrew Price, Jr. on behalf
of Pltf.
9/18/72
9/13/72
9/18/72
9/25/72
9/27/72
10/ 6/72
10/18/72
10/80/72
Filed Deposition of Frank A. Abersfeller on be-
half of Pltf.
Filed Deposition of Ralph J. Stowell on behalf of
Pltf.
Filed Deposition of Robert Faragher on behalf of
Ptlf.
Filed Deposition of W. D. McLaughlin on behalf
of Pltf.
Filed Deposition of Maxwell Carlson on behalf
of Pltf.
Filed Deposition of Philip H. Stanton on behalf
of Pltf.
Filed Deposition of Dean W. Loney on behalf of
Pltf.
Filed Deposition of Robert F. Buck on behalf of
Pltf.
Filed Deposition of W. W. Witherspoon.
Filed Marshal's Ret. on Subp. (William W. Wither-
spoon, First Nat’l Bk of Spokane, American
Commercial Bank, Old National Bank).
SET FOR TRIAL MONDA Y, JANUARY 8, 1973
at 9:30—ALL NOTIFIED.
Filed Notice of taking Deposition of William M.
Crozier.
Filed Pltf's request for production of documents
(2nd).
Filed Deposition of E. C. Underhill on behalf of
Pltf.
Filed Praecipe for 45 subp. in blank — issued by
Clerk, Seattle.
Filed INTERVENOR’S ANSWERS TO PLAIN-
TIFFS’ INTERROGATORIES.
...
Date
10/30/72
117 2/72
117 2/72
117 2/72
11/16/72
11/16/72
11/16/72
11/22/72
11/27/72
12/ 4/72
12/ 7/72
12/ 7/72
12/ 7/72
12/ 8/72
Filed Certificate of Service by Mail.
Filed Intervenor’s request to plaintiff for the
production of documents.
Filed Interrogatories to Plaintiff (Set No. 2).
Filed Certificate of Service.
Filed Defendants’ pretrial statement.
Filed Defendants’ memorandum on objections to
plaintiffs’ pretrial statement.
Filed Certificate of Service.
Filed Pltf’s Motion for Order to compel Inter-
venor to produce documents.
Filed Notice of hearing motion on Friday, 12/1/72.
Filed Certificate of compliance.
Filed Intervenor’s pretrial Statement.
Filed Certificate of service of Statement.
Filed Amended Notice of Motion for FRIDAY,
DECEMBER 8, 1972 at 9:30 A.M.
Filed Intervenor’s Memorandum In Opposition to
Plaintiff’s Motion to Compel Discovery. Exhibits
Enclosed.
Filed Certificate of Service of Intervenor’s Mem-
orandum.
Filed Pitf’s Answers to Intervenor’s 2nd set of
Interrogs.
Ent. record hear. Pltf's Motion for Order to com-
pel Intervenor to produce documents had. Mr.
Torre, Mr. Revere, Mr. McClellan & Mr. Hop-
kins admitted for this case. Mr. Torre moves
that if motion not granted, Court review re-
quested documents in Camera. Matter under
advisement.
Date
12/11/72
12/12/72
12/20/72
12/29/72
12/29/72
12/29/72
12/29/72
12/29/72
17 4/78
1/ 6/73
17 8/78
17 8/78
17 8/73
17 9/73
1/10/78
1/11/78
1/12/78
1/15/78
Filed Plaintiff's Request for Admissions.
Filed & Ent. Order denying Motion of Pltf. to pro-
duce material. Copy to Counsel.
Filed amendment to Pltf's Answers to Defts’
Interrogs.
Filed Praecipe to issue Civil Subpoena to Mr.
Joseph C. Me Murray —Issued to U.S. Marshal.
Filed Motion for Order Shortening time within
which pltf. is required to respond to deft's re-
quest for admission.
Filed Notice of Motion Noted for FRIDAY, JAN-
DART 5, 1973 at 9:30 A.M.
Filed Deft’s Pretrial Memorandum of points &
authorities. .
Filed Deft’s request for admission.
Filed Pltf's Pre- trial Statement. Copy to Court.
Filed Pltf's Pretrial Brief. Copy to Court.
Filed Pltf's Response to Defts’ Request for ad-
mission. Copy to Court.
Filed Intervenor’s Pretrial Memorandum.
Filed Certificate of service by mail of Memoran-
dum.
Filed Praecipe to issue four subpoenas in blank.
ISSUED 1-8-73.
Ent. record trial commenced to Court.
Ent. record trial resumed.
Ent. record trial resumed.
Ent. record trial resumed.
Ent. record trial resumed.
Filed Marshal's return of Subpoena (Joseph C.
McMurray).
Date
1/15/78
1/15/78
1/16/73
1/17/78
1731/73
2/12/78
Filed Praecipe for subp. (Robert Hurni).
Filed Ret. on Subp. (Hurni).
Ent. record trial resumed.
Ent. record trial resumed.
Ent. record trial resumed. Court finds for Deft.
& Intervenor. Formal Findings Concl. & Jdmt
to be filed. Mot. to dissolve Injunct. heard. Court
grants 30 day stay of dissolution of Injunct.
Filed Defts’ Notice of Presentation of Findings of
Fact and Conclusions of Law and Judgment and
Decree on 1/31/78 at 9:30 a.m.
Lodged Intervenor’s proposed Findings of Fact
and Concl. of law.
Hearng had on Findings, Concl. & Jdmt. Objns
thereto argued by Pitf.
Filed & Ent. Findings of Fact and Concl. of law.
Filed & Ent Jdmt and Decree: That consumma-
tion of proposed merger of Washington Trust
Bank into National Bank of Commerce of Seattle
does not violate Sec. 7 of Clayton Act; Order
enjoining sd merger denied with prejudice;
automatic injunct. imposed by filing Action is
dissolved, effective 30 days after entry of Jdmt
and Decree; Jdmt in favor of Defts. and Inter-
venor for costs hereafter to be taxed; Action dis-
missed with prejudice.
Filed Notice of presentation of Defts’ Cost Bill.
Filed Defts’ Cost Bill in amt of $5817.92. Clerk
directed NOT to tax costs until results of Appeal
are concluded.
Exhibits on file in Tacoma Office.
Filed Plaintiff's motion for additional findings,
Memorandum and Notice of motion; March 9,
1978.
3/14/73
Filed defendants’ memorandum in opposition to
plaintiff's motion for additional findings.
Filed Intervenor’s memorandum in opposition to
motion for additional findings, & Cert of Service.
Filed and ent order denying plaintiff's motion for
additional findings and extending stay to March
15, 1973.
Filed Stipulation and Order staying merger until
Mar 24, 1973.
Filed Order Extending Stay to April 6, 1973 at
6:00 p. m.
Filed USA's notice of appeal.
1
4 SA r
N wy
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON OCT 22 871
Nau .
UNITED STATES OF AMERICA, Deputy
t
. Civil Action No.
MARINE BANCORPORA
1 NATIONAL BANK OF
OF SEATTLE; and
WASHINGTON TRUST BANK,
Defendants.
COMPLAINT
The United States of America, plaintiff, by its attorneys,
acting under the direction of the Attorney General of the United
States, brings this civil action to obtain equitable relief
against the above-named defendants, and complains and alleges as
follows:
I
JURISDICTION AND VENUE
1. This complaint is filed and this action is instituted
under Section 15 of the Act of Congress of October 15, 1914,
e. 323, 38 Stat. 736, as amended (15 U.S.C. $ 25), commonly known
as the Clayton Act, in order to prevent and restrain violation
by the defendants, as hereinafter alleged, of Section 7 of the
Clayton Act, 38 Stat. 731, as amended (15 U.S.C. § 18). ö
2. Marine Bancorporation and The National Bank of Commerce
of Seattle have their principal places of business, transact
11
DDD
3. Marine Bancorporation (hereinafter referred to as
“Marine") is wade a defendant herein. Marine is 4 corporation
organized under the laws of the State of Washington which owns
4
business, and are found within the Western District of Washington.
7 y 7; —_ : — 2 37-71 C2
|
|
7 T F S O 1 2 0 „ w
—
a
E E 8 8 8 NIN Z EBS ES 5 5 8
all of the capital stock of The National Bank of Commerce of
Seattle except for the qualifying shares owned by the bank's
directors. Marine maintains its principal place of business in
Seattle, King County, Washington.
4. The National Bank of Commerce of Seattle (hereinafter
referred to as "NBC") is made a defendant herein. NBC is a bank-
ing association organized under the laws of the United States of
America and maintains its principal place of business in Seattle,
King County, Washington.
5. Washington Trust Bank (hereinafter referred to as rs“)
is made a defendant herein. WTB is a banking association organized
under the laws of the State of Washington and maintains its
principal place of business in Spokane, Spokane County, Washington.
N 111
TRADE AND COMMERCE
6. Commercial banks fill an essential and unique role in
the nation's economy. Their principal functions are the accept-
ance of deposits for safekeepihg and convenience in making payments
by check, the grant ing of loans or advances of funds to individuals
and business firms, and the creation through demand deposits of
net additions to the supply of money. Most money payments in the
United States are made through checks drawn against demand deposits,
and the creation and holding of such deposits is a function
peculiar to commercial banks and one which makes them to a great
extent the administrators of the nation's check payment system.
Through the making of loans to individuals and businesses,
Commercial banks supply a significant part of the credit require-
ments of the nation's economy. Commercial banks also accept time
deposits from various types of depositors and provide a wide
variety of other financial services, including personal and
corporate trust accounts, the collection of drafts, bills and
other commercial instruments, the acceptance of bills of exchange,
the issuance of letters of credit, the sale of cashier's checks
2
oo mone?
1
2
8
4
8
8
7
8
9
19
11
and drafts on correspondent banks, the purchase or sale of
securities for customers, the sale of foreign exchange, and the
renting of safety deposit boxes. This combination of services
is unduplicated by other financial institutions.
7. Customers of Marine's subsidiary bank, NBC, and of WTB
have regularly utilized interstate communications, including the
mails, telephone and telegraph, to carry on their business with,
apply for and obtain the services provided by these banks.
Marine's subsidiary, NBC, and WTB have regularly utilized inter-
state communications, including the mails, telephone and telegraph,
to conduct business with customers and with other banks located
in states other than Washington. Marine, NBC and WTB are engaged |
in interstate commerce.
8. NBC is the second largest commercial bank in Washington.
It operates more than 100 banking offices in the state, including
29 in Seattle, as well as two in Spokane County outside of the
Spokane metropolitan area, and it has offices in most of the
counties of eastern Washington. On December 31, 1970, NBC had
total assets of about 81.3 billion, total deposits of about $1.1
billion (including IPC demand deposits of about 8393.2 million)
and total loans and discounts of about $656 million.
9. WTB is the eighth largest commercial bank based in
Washington, and the second largest bank headquartered in that
part of the State of Washington which lies east of the Cascade
Mountains. It operates a total of eight banking offices, all in
i
the Spokane metropolitan area. On December 31, 1970, WTB had total |
assets of about $102.6 million, total deposits of about $87.3
million (including IPC demand deposits of about $37.7 million) and
total loans and discounts of about $53.2 million.
10. Commercial banking in the State of Washington is highly
concentrated. The five largest banks in the state hold 75 percent
of the state's total commercial bank deposits. The two largest
BESVBNRRERBRESSES EEE ERE Be „„ „„ „„
banks in the state hold about 51 percent of such deposits.
11. Spokane is the second largest city in the State of
Washington. The Spokane metropolitan area is comprised of the
urbanized area in and about the City of Spokane. It is the trade
center of a region which encompasses 36 counties and 1.2 million
inhabitants. Agriculture is the major income producing industry
of the region. The area also contains important mining districts,
extensive timber forests and a large number of lumber mills.
12. The Spokane metropolitan area is served by six commercial
banks which operate more than 3 banking offices in the area. Two
of the six banks, Old National Bank of Washington and The First
National Bank of Spokane, are affiliates of Washington Bancshares,
a bank holding company headquartered in Spokane. Banking in the
Spokane metropolitan area is highly concentrated. The three
largest banking organizations hold over 90 percent of the commercial
bank deposits and have about 85 percent of all bank offices located
in the Spokane metropolitan area, WTB is the third largest banking
organization in the area with about 17.6 percent of the total
deposits in commercial banks.
13. Spokane County is served by nine banks, including the
two affiliates referred to in paragraph 12 of this complaint, which
operate 47 banking offices in the county. Banking in Spokane
County is highly concentrated with the three largest banks holding
about 89 percent of the total commercial bank deposits in the
county. WTB is the-third largest bank in Spokane County with about
16.4 percent of the county's commercial bank deposits. NBC has
about 1.8 percent of such deposits.
14, Washington bank law permits a bank to establish de novo
branches only in the city in which it has its principal place of
business, in unincorporated areas in the county in which it is
headquartered, or in incorporated cities and towns which do not
have banking offices of any commercial bank. NBC may not under
4
mone
2 *
18
8 E 8 8 N N SES S ES 8 8
bse „ „„ „„ „„
Washington law establish a de novo branch in Spokane. At present,
only three banking organizations may legally open new branch
offices in Spokane and only six may legally do so in the un-
incorporated areas of Spokane County. Only three of these
orgenizations have deposits in excess of $10 million. WTB is one
of these organizations.
15. MBC has the capability and incentive to enter comercial
banking in the Spokane metropolitan area by means less anti-
competitive than by merger with urg. |
16. WTB has the capability and incentive to expand de novo
into unincorporated areas of Spokane County and by other means |
into other areas of eastern Washington. WTB also has the capability
and incentive to combine with one or more other middle-sized banks
in the state to form a new state-wide banking organization able to
compete with the existing market leaders in banking markets
throughout Washington,
17. Correspondent bank services are generally provided by
large metropolitan banks to smaller local banks, and they include
the clearing of checks and other Commercial transactions,
participation loans (usually larger loans) with the local bank,
providing various forms of investment and other information and
t
advice, providing data processing services, and providing a variety
of other financial services which « particular local bank may
require, As partial compensation for such services, a local bank
maintains inter-bank deposits with its principal correspondent
dank.
18. c is a leading source of correspondent bank services
to other commercial banks in Washington. The market for the
offering and sale of correspondent bank services in Washington
is highly concentrated with NBC and one other bank holding about
70 percent of the total correspondent deposits in the state.
19. WTB presently holds a small share of correspondent bank
oo AN K AD —
a &RE 8
5 &
8 8 8 S8 18 88S 2 8 8 8 8
14
deposits in Washington. It offers correspondent services to many
local banks operating in eastern Washington. WTB has the resources
and incentive to become a greater competitor in providing general
correspondent services to small banks in eastern Washington.
0 =
OFFENSE
20. Defendants NBC and WTB entered into an agreement on or
about February 24, 1971 which, if consummated, will result in the
merger of NBC and WIB under the charter and with the title of NBC.
Under the merger agreement, shareholders of WTB common stock would
receive common stock in Marine in exchange for their holdings of
such WTB stock. The Comptroller of the Currency approved the
proposed merger on September 24, 1971.
21. The effect of the merger described in paragraph 20 above
may be to substantially lessen competition or tend to create a
monopoly in violation of Section 7 of the Clayton Act in the
following ways, among others: :
(a) actual and potential competition between NBC
and WTB in commercial banking will be permanent ly
eliminated;
(b) actual and potential competition generally in
commercial banking in Spokane County and in the
Spokane metropolitan area will be substantially
lessened;
(e) MBC will be eliminated as a potential substantial
competitive factor in commercial banking in the
Spokane metropolitan area;
(4) WTB will be eliminated as a potential substantial
Competitive factor in that part of Spokane County
which is outside of the Spokane metropolitan area;
(e) WTB will be eliminated as a potential substantial
competitive factor in banking markets in other
oo Ioaaruan —
8 8 8 8 8 J N e 8 8 2 8 8 S 8 5 S T E 8 f 8
parts of eastern Washington outside of Spokane
County;
(t) the position of NBC and the other dominant
Washington banks will become entrenched in
many local markets in eastern Washington;
(g) potential competition will be reduced by the
elimination of WTB as a potential member of
a new banking organization capable of entering
Commercial banking in other markets throughout
the State of Washington;
(h) the number of middle-sized banks in Washington
capable of combining with other middle-sized
and smaller banks to become a statewide system
will be reduced;
(1) actual and potential competition between NBC
and WIB in correspondent benking in eastern
Washington will be permanently eliminated; and
) mergers and consolidations between other lead-
ing banks in Washington may be fostered, result-
ing in the concentration of banking resources
in the state in the hands of a few large banks,
thereby reducing diversity in banking choices
and promoting parallel policies among leading
banks in local markets.
PRAYER
WHEREFORE, plaintiff prays:
1. That the merger agreement described in paragraph 20 of
this complaint be adjudged to be unlawful, in violation of Section
7 of the Clayton Act.
2. That defendants and all persons acting on their behalf
be enjoined from carrying out the aforesaid agreement of merger,
or any similar plan or agreement, the effect of which would be to
8 8 8 8 8 N 8 N S 8 8 8 S 8 8 SSE S OOO 2 »
merge, consolidate or in any other way combine the businesses of
said defendants.
3. That the plaintiff have such other and further relief as
the Court may deem just and proper,
° 4. That plaintiff recover the costs of this action.
Genera
Aber 1
7 ! 7 7 a
Liv fers 2 If [hgh bee Spl iran
CHARD W Mc LARE! 7
Assistant Attorney General
Pee a ‘Tug Z. ia
Le 2 22 22 2 Cc. t
4 5 . / Attorneys, Department of Justice
United States Attorney
0. —O-1a713
.
Sec ew %1 „ 2 „
8 8 2
—
oy
17
Pre 7, F .
UNITED STATES DISTRICT COURT |
For the
WESTERN DISTRICT OF WASHINGTON °
AT SEATTLE
UNITED STATES OF AMERICA,
Ps \
Civil Action File
No. 237-71C2
Plaintiff,
va *
MARINE BANCORPORATION;
THE NATIONAL BANK OF COMMERCE
OF SEATTLE; and
WASHINGTON TRUST BANK,
Defendants.
eee ee eee ee eee ee
For answer to the Complaint of plaintiff, the above
named defendants admit, deny and allege as follows:
I
1. Defendants admit this Court has jurisdiction of
this action by reason of the statutes cited in paragraph 1 of
plaintiff's Complaint but deny that defendants have violated
or, by consummating the merger alleged in the Complaint, vould
violate any of those statutes.
2. Defendants admit the allegations in paragraph 2
of plaintiff's Complaint.
— —
—
E of ce SS a Se ee
~~
~
18
11
3. Defendants admit the allegations in paragraph 3
of plaintiff's Complaint. N
* Defendants admit the allegations in paragraph 4
of plaintiff's Complaint.
5. For answer to paragraph 5 of plaiatife’s Complaint,
defendants allege that Washington Trust Bank is a corporation
organized and existing under the laws of Washington, engaged in
the business of banking, and maintains its principal place of
business in Spokane, Spokane County, Washington.
111 j
6, For answer to paragraph 6 of plaintiff's Complaint,
defendants admit that commercial banks fill a role in the nation's
economy, and that many commercial banks perform some or all of
the functions described in the said paragraph, but deny that 411
the functions described in the paragraph are performed by all
commercial banks, affirmatively allege that many of the functiors
and services described in the paragraph are also performed by
institutions other than commercial banks, and except as herein
expressly admitted, deny any and all other allegations containeé
in the paragraph. ;
7. Answering paragraph 7 of plaintiff's Complaint,
the defendants amt that both of the defendant banks are
engaged in Interstate Commerce.
8. Answering paragraph 8 of Plaintiff's Complaint,
the defendants admit that The National Bank of Commerce of
Seattle is the second largest commercial bank based in Mashingiec..
but deny plaintiff's allegation that the said bank is the second
ANSWER - 2
See ~~ © @ 6 ©: 28
—
1
largest commercial bank in the state; and, in this connection,
allege that Seattle First National Bank, The Bank of California,
and Canadian Imperial Bank of Commerce each have banking offices
and do a banking business in the state of Washington and all of
them are larger than The National Bank of Commerce of Seattle.
Further answering the allegations of said paragraph 8, the de fen-
dants expressly deny any implication thereof to the effect that
either the state of Washington or “counties of eastern Washing-
ton" constitute a relevant market area, or an appropriate
geographical region, or section of the country within the purview
of §7 of the Clayton Act, with respect to the business or activ-
ities of the defendants or any of them, Except as herein
expressly denied, the defendants admit the remaining allegations
of said paragraph.
9. Defendants admit the allegations of paragraph 9 of
plaintiff's Complaint, except that defendants expressly deny
any implication thereof to the effect that either the state of
Washington or "that part of the state of Washington which lies
east of the Cascade Mountains” constitute a relevant market area
or an appropriate geographical region or section of the country,
within the purview of §7 of the Clayton Act, with respect to the
business or activities of the defendants or any of them.
10. Answering paragraph 10 of Plaintiff's Complaint,
defendants deny that commercial banking in the state of Washing-
ton is highly concentrated, or that it is concentrated at all,
and further deny all other allegations therein contained.
11. Answering paragraph 11 of plaintiff's Complaint,
defendants admit that the city of Spokane is the second largest
—
~
20
city in the state of Washington, that the Spokane metropolitan
area is comprised of the ucbeniaed area in and about the city of
Spokane, that agriculture is a major income-producing industry
in Spokane county, and that there are extensive timber forests,
a number of lumber mills and some mining districts in Spokane P
County. Except as herein expressly admitted, the defendants
deny each and every allegation contained in said paragraph.
12. Answering — 12 of plaintiff's Complaint,
Gefendants admit that the Spokane metropolitan area is served by
not less than six commercial banks which operate more than 34
banking offices in the area; admit that two of such banks, namely)
old National Bank of Spokane and The First National Bank of
Spokane, are affiliates of Washington Bancshares, a bank holding
company headquartered in Spokane. Further answering said para-
graph, defendants deny that Washington Trust Bank is the third
largest banking organization in the Spokane area, and in this
connection, allege that Seattle First National Bank, Old National
Bank of Spokane and Pacific National Bank of Washington each have
banking offices and do a banking business in the City of Spokane
and all three of them are larger than Washington Trust Bank.
Defendants deny that banking in the Spokane area is highly con-
centrated or that it is concentrated at all, and except as
expressly admitted above, deny each and every allegation in the
said paragraph.
13. Answering paragraph 13 of plaintiff's Complaint,
defendants allege that Spokane County is served by ten (not nine) i
commercial banks, F the two affiliated banks referred to ;
in paragraph 12 of the Complaint, and that the said ten banks
— - 4 eh 1 1
r
S c© ewe „„ „„ „„
=
*
operate 51 (not 47) banking offices in the county. Defendants
further admit that Washington Trust Bank has about 16.4% of the
county's commercial bank deposits and that The National Bank of
Commerce of Seattie has about 1.8% of such deposits. Defendants
deny that banking in Spokane County is highly concentrated or
that it is concentrated at all and, except as expressly admitted
above, deny each and every allegation contained in said paragraph.
i4. Answering paragraph 14 of plaintiff's Complaint,
defendants admit that the banking law of the state of Washington
permits a bank to establish de novo branches only in the city in
which it is headquartered, in unincorporated areas in the county
in which it has its principal place of business, and in incor-
porated cities and towns which do not have banking offices of any
commercial bank, and that under Washington law The National Bank
ot Commerce of Seattle is not permitted to establish a de novo
branch in the city of Spokane or in Spokane County except in an
incorporated city or town in Spokane County which does not have
banking offices of any commercial bank. Defendants allege that
4 (not 3) banks mayywith the approval of the regulatory author-
ities, legally open new branch offices in the City of Spokane,
deny that any of those 4 banks have less than $10 million in
deposits, and admit that Washington Trust Bank is one of those
banks. Further answering the allegations of said paragraph,
defendants allege that 7 (not 6) banks may, with the approval of
the regulatory authorities, legally open de hovo branches in
Spokane County in the unincorporated areas of Spokane County and
except as expressly admitted above, defendants deny each and
every allegation contained in said paragraph.
®. 8 e288 8 2 6 6 @ &
3
15. Defendants deny the allegations contained in
paragraph 15 of plaintiff's Complaint.
. Defendants deny the allegations contained in
paregragh 16 of plaintiff's Complaint.
* 17. Defendants admit the allegations contained in
paragraph 17 of the Complaint, but deny the implications in the
paragraph, if such are intended, that the services alleged con-
stitute a relevant line of commerce within the purview of
Section 7 of the Clayton Act, or that the two banks, parties
Gefendant to this action, compete with one another in offering
or performing such services.
18. Answeting paragraph 18 of plaintiff's Complaint,
defendants admit that The National Bank of Commerce of Seattle
furnishes various services to other commercial banks in Washing-
ton and elsewhere, but except as expressly admitted above, defen-
dente deny each and every allegation contained in said paragraph.
19. Answering paragraph 19 of plaintiff's Complaint,
defendants admit that Washington Trust Bank furnishes certain
limited services for some small banks. Except as expressly ad-
mitted above, defendants deny each and every allegation contained
in said paragraph.
Iv
20. Defendants admit the allegations contained in
paragraph 20 of plaintiff's Complaint.
21. Defendants deny each and every allegation contained
in paragraph 21 of plaintiff's Complaint.
>
7
POR FURTHER ANSWER AND BY WAY OF A SEPARATE AND
mowmn ~ 6 ey 1
mln oe
ose 4+ W & 0 . w
E z f FEE EZ rg gs EZ 23 3 3 2 3 3 2
AFFIRMATIVE DEFENSE, the defendants allege that the anti-
competitive effects, if any, attributable to the pending merger
alleged in plaintiff's Complaint are to be judged and governed by
the etandarés set forth in the Bank Merger Act of 1966 [12 U.S.C.
1828(c)) and if there are any anticompetitive effects resulting
from the said proposed merger, such anticompetitive effects are
Clearly outweighed in the public interest by the probable effect
of the transaction in meeting the convenience and needs of the
community to be served.
Wherefore having fully answered plaintiff's Complaint,
defendants pray that this action be dismissed, the injunction
dissolved, and defendants have their costs and disbursements here
in to be taxed.
DATED November 22, 1971. By a Un
Moen
R. X.
One of the attorneys for the
defendants
Daniel M. Gribbon R. A. Moen
Charles Lister James Wm. Johnston
COVINGTON & BURLING GRAHAM, McCORD, DUNN, MOEN,
688 Sixteenth Street, N. u. JOHNSTON ¢ ROSENQUIST
Washington, D. C. 20006 1001 - 4th Avenue, 39th Floor
Telephone: (202) 293-3300 Seattle, Washington 98104
Telephone: (206) 624-8300
A copy of the foregoing Answer of Defendants to
Plaintiff's Complaint was airmailed on November 22, 1971,
addressed to:
Richard J. Torre, Attorney
Anti-Trust Division
Department of Justice
Washington, d. c. 20530
s rr
<a
oo ow OF We BW » „
bE 5
14
AT SEATTLE .
UNITED STATES OF AMERICA, )
3. 1
Plaintiff, ) |
) :
v. ) Civil Action No. 237-7
)
MARINE BANCORPORATION: .- )
THE NATIONAL BANK OF COMMERCE )
OF SEATTLE and ) —
WASHINGTON TRUST BANK, ) n STATES GISTRCT cen
) WESTERN DisTRICT OF WASHINGTON
Defendants, ) a °
) vit 19 /
— daa D eis
WILLIAM B. CAMP, Comptroller ) * ber-
of the Currency ) i
)
Intervenor. )
INTERVENOR'S ANSWER TO PLAINTIFF'S COMPLAINT
Intervenor, William B. Camp, Comptroller of the Currency,
by his attorneys, answers the Complaint herein as follows:
1
1. Imtervenor admits that plaintiff purports to bring
this suit under Section 15 of the Act of Congress of October 15,
1914, c. 323, 36 Stat. 736, as amended (15 U.S.C. §25) commonly
known as the Clayton Act, and seeks the relief as alleged in
paragraph 1 of the Complaint. Intervenor denies any inference
or implication arising out of paragraph 1 of the Complaint that
the standards under which the legality of this merger is to be
determined are limited to those of Section 7 of the Clayton Act.
Intervenor further answers that the correct standards are those
set forth in the Act of Congress of February 21, 1966, 80 Stat. 7
amending Section 18(c) of the Federal Deposit Insurance Act (12
(ANSWER - 1) 1
25
1 9.8. c. 1828(c), commonly known as the Bank Merger Act.
2 2. Admitted.
3 11
5 3. Admitted.
3 4. Admitted.
6 5. Admitted.
7 III N ö
8 5. Intervenor denies each and every allegation in para-
9 graph 6 of the Complaint except it admits that generally banks f
10 accept deposits and make loans and advances; that demand deposits
11 are held by banks and that loans to individuals and businesses
12 supply part of their credit requirements wherever they may be
13 located; that banks accept deposits other than demand deposits
14 from various types of depositors and provide other services to
15 the public, including those financial services detailed in the
' 16 Sth sentence of paragraph 6.
17 Intervenor denies that a principle function of either of
18 the defendant banks or any other bank is the creation of net
19 additions to the money supply. such creation is not an element
20 || of competition among banks, does not shield banks from the
21 competition of other financial institutions, and in no way makes
22 banks unique. The proportion of money payments made by checks
23 drawn against demand deposits in the United States is not known. |
24 Intervenor further avers and alleges that banks are in
25 direct and substantial competition with other financial institu- |
26 tions in the loaning of money at interest and are in no respect
27 unique in this function. |
28 Intervenor further answers that banks accept deposits prin-
(ANSWER - 2)
cipally as a source of lendable funds. In return for such
deposits banks offer interest payments, security and safekeeping :
of funds, the honoring of drafts drawn against a depositor's
account and other inducements. To obtain such deposits banks
compete directly and substantially with other financial institu- ’
tions vigorously seeking such funds and are in no respect n
in this endeavor.
7. Admitted. |
8. Intervenor admits the allegations of paragraph 8 of the |
Complaint, except that it is unable to admit or deny the first
sentence thereof, not knowing to what the comparative “second
largest" relates. In addition, Intervenor denies any implica-
tion that the State of washington and/or the “counties of eastern
Washington" constitute a section of the country within which the
Court should measure the effects of this acquisition on competi-
tion. : i
9. Intervenor admits the allegations in paragraph 9 of the
Complaint, except that it is unable to admit or deny the first
sentence of paragraph 9, in that it does not know to what the
comparative “eighth largest" and “second largest" relate.
10. Intervenor denies each and every allegation of paragraph
10 of the Complaint, and further denies that the concept of
*concentration" is meaningful in a regwiated industry such as
banking. .
1. Intervenor denies each and every allegation in para- |
graph 11 of the Complaint, except that it admits that Spokane
has the second largest population of any city in the State of
Washington and also admits the existence of agriculture and
(ANSWER - 3)
and numerous lumber mills around the Spokane area.
27
mining industries and the presence cf extensive timber forests
— eee
12. Intervenor admits the first and second sentences of
paragraph 12 of the Complaint, and denies each and every other
allegation in paragraph.12. Tntervenor denies that the con-
— ee ee
cept of concentration is meaningful in a regulated industry such |
as banking.
—
13. In answer to paragraph 13 of the Complaint, Intervenor |
alleges that Spokane County is served by ten, not nine, commer-
cial banks, and that the said ten banks operate 51, not 47, . |
banking offices in the county. Intervenor admits that Washington
Trust Bank has about 16.4% of the county's commercial bank ö
deposits and that the National Bank of Commerce of Seattle has
about 1.8% of such deposits. Intervenor denies each and every
other allegation contained in paragraph 13.
14. Intervenor admits. the first and second sentences of
Paragraph 14. Intervenor further alleges that such permission
is subject to the approval of the state or federal bank regula-
tory agencies, as the case may be, and that without such approval.
such branching would be uilawful. Intervenor alleges that four, |
not three, banks may, with the approval of the regulatory
authorities, legally open new branch offices in the City of
Spokane. Intervenor denies that any of those four banks have
less than $10 million in deposits, and admits that washington
Trust Bank is one of those banks. Further answering the allega-
tions of said paragraph, Intervenor alleges that seven, not six,
banks may, with the approval of the regulatory authorities, |
legally open de novo branches in Spokane County. Except for
(ANSWER - 4) 1
S&F & © ew „4 „„ „„ „„
14
15
27
28
28
those allegations admitted above, Intervenor denies each and
every allegation contained in paragraph 14.
15. Denied. ,
16. Denied.
17. ‘Intervenor admits that the allegations in paragraph 17
of the Complaint constitute a generalized description of the
furnishing of some services by one bank to another which is some-
times done under a relationship called correspondent banking. |
Intervenor denies that such a relationship constitutes a line of N
commerce for purposes of Section 7 of the Clayton Act, and that
the defendant banks herein compete with one another in the
furnishing or offering to furnish such services.
18. Intervenor denies each and every allegation in para- \
graph 18 of the Complaint, except that it admits that the na-
tional Bank of Commerce furnishes some banking services to some
other banks in the state of Washington and elsewhere.
19. Intervenor denies each and every allegation in para-
graph 19 of the Complaint, except that it admits that washin§ton |
Trust Bank furnishes limited services to some smaller banks. '
Iv .
20. Admitted.
21. Intervenor denies each and every allegation contained |
in paragraph 21 of the Complaint.
AFFIRMATIVE DEFENSE
Intervenor alleges that the Bank Merger Act of 1966, 80 Stat.
7, U.S.C., §1828(c) is an affirmative defense in this case because
5 !
any anticompetitive effects of this merger (the existence or
substantiality of which is denied) are clearly outweighed in the
(ANSWER - 5)
o eo 2 wm
27
28
29
public interest by the probable effects of this transaction in
meeting the conveniences and needs of the community to be
serviced 12 U.S.C. §1828(c) (5) (B).
2
Treasury Department
Washington, b. C. 20220
Area Code 202-964-2309
Dated: e 21971
(ANSWER - 6)
alt Hah
i
Attorneys for William B. Camp,
Comptroller of the Currency,
15th & Pennsylvania Ave., N. .
TP 8
* * *
KO OA uf sty? 30 (Zz) 32ed oa z sue
ur PSISTLI uotazeas uors raste pur uoraveas open
‘ouTzebeu ‘zededsmeu yore Aq peyorez esouetpne 20
uOoFZeTNOIATO AQunoD sueyods tea pe zeuyyse su (t)
{(*°930 ‘zededsmeu yore
uoaeas UOCTSTASTS3 YyoRe JO sseippe pure oueU
sua ‘PXIVOCQTITG youe 30 uoaeoot sua ‘’°5°s) pesn
wuntpewu Sutst3zeape yore 3o sseippe pue sueu sud (F)
* * » DN (W) og Seas
30
S ON N64 5507754
ZL6T ‘OT HOUWW GALYC SAIYOLYSOUNALINI
S,ddILNIWId OL SYAMSNVY „ SNNNNAAAd
N 7 = — —f .l.J? — ——— —— — x — — ——
— — 1 — — 4＋— 4 — . — . .. -<-
—
2
9 1
4
4 ACL ‘
4
ee 4
+44]—
a
— Bde
4
— EL
1
. 7 1 7 1 a ae 1
4 4 i 1
| — 7 — : 2 Tr I u — 2
1 — ; a 1 2 see 1 ‘gil
12 2 7 1 2 + A 2 a. —
— 7 7 1 1
1 1 4 1 .
j — 8 — = =
+
7 g 1
1 =~ i; ' 3 1 1 $a iy ¢
| — — 7 8 T — pees *
2 7 1 1 4 1 1 1 1 N
12 I = 1 — 1
j 7 T I
: 7 a, 5
+ — — 1
. 0 — I : 7 r
re 4
i 2 j .
) 1 as a | 1 oe tate *
! . 7
2 — 8 — Em: :
i. re 4 2 2
: — — + —— - r -
ies T — ul — 7 7 1 1
* * 4 1 > * M4
— t S — 22 7 7
77
|
i
!
i ae UM — 5 2
— — — — — — ů— —
2 — K — n — —
2
1 7 1 ’
— —Uä—0— — ———— —
— ————— — — —— ee —— ¥
8 — —— - ——1—— -d — — — — 4
Welle Walle,
Spokesman Review
Spokane, Washington
Circulation - Combined
Walle Walle
ont
—
Th — A |
. 2
Plesey 555
ee e
% 9014 Aeusy
4
XM | XK ae
BST ISR "eeu
9 Ps0vey-2007 e929
*heT 100m oapeg
Ten deten capes
er ee
eden Surnqny
n dete Uanqny
—
rn ee ae
vont eben
wong UoQUey
een pus tet 199204
P210dey puss] 109194
22 —
eee eus
oadeναε,ẽjoοαονι-
eee beten
nor pe benan
een eee tes
n enact tog
lI
~~" (@TQFSFTSeu eee ene eng
*perou ATT wo; T90ds e10yn 3de0xq)
Sal nn
pat i! 1111 it 4 i! N t
had dp ee it} Ti f i en ‘eqepuapzog
14 ii) 7 | i x 1 | |} youzaueg tepuspleg
nem AI. ii duh | | 1
ee e |
: 5 * a 4 1 ety * t | 1 * 11 +} : 912
1 : 1214 types i . | gid 11 i| 4 pags oe
bid ARE OO gee ED
5 i Er. r 1 rite nit | H. 4 Fag eln
. 111 1 U i 78 1 :
i e 140 7 i} eee ‘uoskeq
! ! j 1 11 tied HI * N 1 al 50 it iF | ®T2TuU0IYD uon
: ö 1 eiiie r TT H i :
eis f rT 7 1 {| 7 ö ac eee 410 g |
Vic | eee 100 ene „ * 1 4009 105 — enon
85 4 io ' 4 i} at LL Lt. 444 t TAH THe 335
. Apa. i iy if 1 } TAHT * THT II RTT Dati zen eehte
‘Wa 2s ‘| Un 8 Ae it {| * 5 1
! F 34 hi i * | * | 7 * ‘| 1 Hi * ö 1 0 e ak
eee ee
7. ; Pied il 1 e 1 AI i! Bb ] + | |
“ 3
Dre e e e e
LL61 OL6T 8567 9961 £961 if
— — . tc 6 t 4 8 * ——
re; 7 ————
‘pezou ATTwoTz;0eds ae aden) Salas
= uu 40 JUIN 30 MNVE THON e t er SLUVd - § ANOLVOOWERLUT
n „
’ | 5
, 3!
— — — ws rr ' —— — 1 — de
4 ‘ é U 1 —— ae : 2 —
$ wrens bere — — — —
se
II poms 2 3 3 1 Gemiene .
—— — — — —14— —
2
- — — — 4 — — — ‘
— 4 —
— — — —— — — —ů—x — —1 — — 4 ——
— —. — —
‘THE MATIONAL BANK OF COMMERCE OF SEATTLE
7 1.
HI Ie
ji i!
1
r
13 5
1
|
f
ii
1
ti
U
Ht
4
1
—
e
fe ge — 4
LY ===
\ oe
1
1
Cella
Walla, Washington
Proat
1
i
| il
| re 2 222524 8
ili | *
$x |. a
i 44
: ;
a
i II |
; 7 0 4 “4 2 4
i
7 A
J — r
| 4.
7 ! + + i
: =
175
if
3 if
———
—
— ee
Tenne eee e
PP ³˙· AAA q . ²˙ A
32
+34]; i . N 1 . ILA
ttt if 1 b if Alt 2 Gain
iH ctr ok ae / +
5 1 U
11 7 16 dect! deb ue, 1 4 ; 118 % » Air
1 1 — *
4 Ane
— 17 ism J * : 4
1222 f * 92 4 — 882
RIA iii 72A
it In Mund
| 8 * =
+i 4 Pe 1 a3 Li
An!
i i 8 2714 Lan
1
+ + 1120
| 7
vik
—
2 Jede
— E 117
Te L i sop pees
Tiét bf er eT 7887 bodedsnay
ee —— — —.— ——ůů —
— .
——
*
*
*
a“
‘ 17
17
*
77
*
1 1
— —
bee.
i.
!
e. aa. .
1
A.
K
— — 4 — 4 — —4 een
1 = — — Uy—
4 — — 4 — 1 — — — . * 2
A 5 ~~ — 4 — — — ee Sa mani — eee e
1 a —„V— — = Fee — —
i —— —— — — ——
— — — ws omy. Hin ME PF =
— —
*
;
2
—
—
8
—
4
Box
710
8 2 un.
e
-| Box 702
see . — — . ———— e 0
1 — eee a
ä Fi d l J J 555 *
1 Negi! 3 a 12 9 — “er tsA199
ie a iy! ‘| iit HA l 2
amm Hs —— unn f .
Petr n LTH CET i
fa 1 tj Wid 410 io Lil ‘eet 1 “vernon puesg
ieee te HE Pa 1 204
een TT 1 ii 1 xc a
eee. e f
f at | 1 i II uy I 1 M syeen ‘2303903
1441 nae 1}! [ | i} | 0 i "AY 2911939%204' lot
1 44995 * Hie iH it 0 bi] 9 | 2
* { 4110 14440 171 1 Lita) — J tej j ’ 1 an Te
i 174110 If. if H — — ie Lf 7 * 1 85 * “se 2 7077
; e Ae 2
% e Me —
g Yung wh wor vg dh, HES al a: fF 1 i} | +H 1 {| 1. 17 ‘| coce_nea.
13 Eee es oe a ++ 7 tit ae
l oy 77 N AA HF tT, An I |
. cet ae riqy! Mitt 1110 . i 2
‘ et Bee „ i 10 (| 71 i 11 f. + 0 * i 222
| Bf feta Aft] PER HH eee N
5 a a BT eee e
U ‘ Leaf Pe 5 Panay” wae 1 i - tre] 1 ty 1 1 3
eee =
' 1.4 3 7 “Ty 1 1 —
1 : 1 4 III II j t — — — ies |
— te 272 — 7 4 6 * t *
2999 9— 94 a 2
|
— a a wn mo :
: t | eH TM ee
i 1 Ae 5 | I a4 een ‘erydut t 19g |
—— Me
i | f f fF | | en cen
. 1 7 1 . | raf n
1 eee
~ 2 ii Mit III. ims | . ‘out
nur, e st fi
’ H bey tj 1 41
1 it 11! atk 4 1 a eet ' *ysen ‘orfaves
1 III. 1170 ; e Seay ex ort
D f a 1 0 lita 1 | | i | enn
S 100% rt | ill i 9 in |
i 141] i 11 i} N p | ' 5 ‘
— 4 L . ie — ik —— liu os ee
H 174 1 + ij 1 14 i} ＋ H | i TaSHIVATE
4 6 7 44 111 1 1 | 1 ö 1
ö f f | i | HE ! |! i} 14 Pe Rt 1 deen 1
— — Ain eee —
f It Me. DN | i
eae HON ee ee nS en — oe
U } 10 41 11411 ity! Liddy 1115 F N 4220N root
nme 11 | | Hit . lids |
II NIR HI UI I be Hill
aa ee r Aauneg is cer | 6961 9961 1961 MOTIVI$ 181771
— — — ——— · ‘ a 5 „ t · a —
N * 2018171
—— — MULES 40 0 40 . THOU u c „ f ue - 6 masvocer int
7
41
| 111“
e i misice
— i tt Jost e be 1 5 U —
1 1 a H !
1} III \ | a 2 i
1 HH fl f ape
1 THE 5 ti
r ! _| itl
iT] x 4 ° L 2 * 77 1
] 7 42
:
— il
rT 1 21
99
(ce 15 28 EZ : . 4
f init
|
7
D 4
den 2
vad
1H 1 €
Lit Tr
cer rer D- oe n
. 7
= — 4ñ. — se
(er 2 9 ka
ane 40 NYE THOU my «=: r SERVE - e AHOLVOOWNRLNT
42
: : : e EP EP MIL
pen ff
a N f f 5 il x 1 e
; it | | a | 1
ie 1 eee
I ft | 5 XI — 14K HH r prepaepteg }
„ a tila eee
ee ee eee:
H 7 ! 7 i | ' 7 itt H 7 7
Lb eee
10 i 1 ! 3 | N 44 Nik Hd | sented 12225 * oe {
D LED it ATT Post 11170 LI ali x} seanooue,
aie nae eee
} 1 41 114 | j Hil - tH HH 4 al iit 1 od . ae
at) Deer Hd a eH 4 | sites
1! if Han TTT dat ly; : i.
! i i + Ti +) * nee
al Lucy, 2 : 4 eee e |
! 15 11 {Xx 14 1 HEE 3
4 1 10 ry] | dero 1267) hee
21 id: Wt} N e *eay et!
Il. Aa l
A Ee M
— — — — * ‘ J 1 4 fe 4 1 - -
> a eee eee ae adeomy-(e08eg rec — anonaz7as
; ‘co TILES 40 ö 40 Wve Mou au 2
emma ee
|
|
:
| r
iv ! i| itt TI rt ras a
PTT TTT pay
i aes 1 . He it 1 I.
iini i M
100% 4) tei cal
|
1
—— uLvU4 — — —
sae me
i = Se
1 1
8 ;
— — 1 —
Lb
on
+
te 4
— 4
— — ag gee
rr —— rute N
uors op
yons og suos vez sua ‘peppe jou sen SOTAISS 31 (8)
‘peppe sen oofAes rSuSun (Pp)
p p˖fSLUOO S fAAes man (€)
hu ra vd oa ad SI0ZS9ITp IO sg ˙ο o souey (2)
pos snos gp 20 pezreptsuoo YOTYA uo seed (1)
Savas pogspfsuoo SorfAzes uoee TOF ‘OATZeWATZZe sua ut
St tomsue sda 31 seofaaes butyuRG meu Bur 26330 pereptsuoo
‘L96T t Kaenuvg SOUTS ,, ALM (a) „ „ zeuaeun 23035
6 ON AAOAUBOZA SAU
45
0 =? — — Seems 1
‘ eee
Following is data relative to new banking services considered by WTB
Since January 1, 1967:
Ch of Banking Hours
(1) Considered and discussed during February, 1971. :
(2) ‘Participating were John C. Hilsen, Vice President; Leonard C.
Decker, Vice President; F. Neale Bock, Jr., Vice President;
William L. Hart, Vice President; William c. Counsell, ‘Assistant
Vice President & Cashier; Donald L. Kirkbride, Vice President &
Diregtor; William K. Scammell, Jr., Vice President & Director;
Claude Flormann, Assistant Vice President & Assistant Secretary;
Thomas L. Perko, Vice President; Eldon B. Partch; Assistant Vice
. President and Robert J. St. Clair, Auditor.
(3) Changing banking hours from 10:00 a.m. to 3:00 p.m. to 9:30 a.m.
to 4:30 p.m.
(4) Service was added March }, 1971.
(5) N/A
299 cking Account
(1) Considered and discussed during July, 1969.
(2) Participating officers and directors were same as above #2 with
the exception of F. Neale Bock, Jr., Vice President.
(3) X-200 checking accounts to be exempt from service charges if
minimum balance is $200 or more; $2.00 per month charge if balance
arope below $200.
(4) Service was added August, 1969.
(5) N/A :
Food Stamp Program
(1) Considered and discussed in February, 1968.
eh.
(2) Participating officers and directors were the same as above with the
exception of F. Neale Bock, Jr., Vice President.
(3) Service was the sale of Food Stamps in our outlying offices for the
State of Washington (Opportunity Pines and East Trent branches only).
(4) Service was added February, 1968.
(5) N/A
Drive-In Visual Auto Teller
(1) Considered and discussed beginning June, 1969.
Interrogatory 9 (B) - WTB
nace 1
46
aoe uae ro) r
(2) Participating officers and directors were same as above plus
Richard A. Stejer, Vice President and Director.
(3) Service provides Visual Auto Teller equipment in lieu of drive-in
island at South Hill Drive-In Branch under construction. Also
considered for North-Monroe Drive-In Branch and East Sprague
Drive-In Branch.
(4) These installations were made at the South Hill Drive-In Branch
which op d in J , 1970; at our North Monroe Drive-In Branch
new building which opened December, 1970; and at our East Sprague
Drive-In Branch remodeling; and in August, 1971, at our remodeled
Downtown Drive-In Branch.
(5) N/A
Overdraft Loan Program With Check Guarantee Card Peature
(1) Investigation assignment was made in October, 1967. Service was
‘considered and discussed continually until a decision was made
July 15, 1968.
(2) Investigation assignment was made to William L. Hart, Vice President
with direct involvement by John C. Hilsen, Vice President and further
participation by all officers and directors listed above.
(3) Consideration was given to Overdraft Loan Programs and Check
Guarantee Cards.
(4) The decision was made not to provide an Overdraft Loan Program at
that time (this service was added December, 1969 as an adjunct to
Master Charge Card services and is called Master Check Loan).
(5) Check Guarantee Cards have not been added as it is not regarded
as profitable.
Master Charge Cash-By-Mail
(1) Considered and discussed in the Fall of 1969.
(2) Dennis R. Patterson, Assistant Cashier initiated the service.
Participating were John C. Hilsen, Vice President; William K.
Scammell, Jr., Vice President & Director and Philip H. Stanton,
President & Director.
Cash-By-Mail allows any Master Charge cardholder to obtain cash
by mail up to his cred?t card limit.
Service was added December, 1969.
N/A
Interrogatory 9 (8) - WTB
page 2
Page 3
TV_Auto Banking
(1) Considered and discussed during the Summer of 1969.
(2) Participating were L d C. Decker, Vice President; Richard A.
Stejer, Vice President & Director; William u. Counsell, Assistant
Vice President and Cashier; Donald L. Kirkbride, Vice President &
Director; William R. Scammell, Jr., Vice President & Director; and
Philip H. Stanton, President & Director.
(3) Consideration of installation of TV Auto Teller units at new or
remodeled locations. ,
(4) Service not added...
(5) It was decided to use the Visual Auto Teller units instead.
Superchek
(1) Considered and discussed in late 1970 and early 1971.
(2) Participating were Thomas C. Garrett, Assistant Vice President ;
John C. Hilsen, Vice President; and John Schaar, Manager,
Information Systems Department.
(3) Superchek would provide a pre-authorized bill paying system for
customers with direct transfer of funds to customer's accounts.
(4) Service was not added. 2
(5) We did not believe it could be profitable.
Freight Billing
(1) Considered and discussed in June, 1971.
(2) Participating officers were same as above #2.
(3) To compute freight billings, process and debit shipper with credit
to carrier's accounts (for local freight companies).
(4) Service was not added.
(5) We did not believe it could be profitable.
Bank Card Embossing
(1) Considered and discussed in July, 1970.
(2) Participating were Dennis R. Patterson, Assistant Cashier; John c.
Hilsen, Vice President. :
(3) To emboss Master Charge Cards for another local bank.
(4) Service was added July, 1970.
(5) N/A
a
Interrogatory 9 (B) - WTB
Bago 3
48
: : Se brad Sa} : ae 4
*
te 2
(1) considered and discussed in October and November, 1971.
(2) Participating were Dennis R. Patterson, Assistant Cashier; John c.
Hilsen, Vice President; William K. Scammell, Jr., Vice President &
Director; and Philip H. Stanton, President & Director.
(3) To allow Master Charge preferred cardholders to skip the payment
of December, 1971, without penalty.
(4) Service was added in November, 19.
(5) N/A
Master Charge Special Purpose Checks
(1). Considered and discussed in October and Movender, 1970.
(2) Participating were the same four officers and directors as above.
(3) To mail to all Master Charge cardholders Special purpose checks with
which they could pay their motor vehicle license, income tax to the
Internal Revenue Service and their property tax to Spokane County.
(4) This service was added November, 1970.
(5) N/A
Master Charge Draft Processing Por Correspondent Banks
(1) Considered and discussed in September, 1969.
(2) Participating were Dennis R. Patterson, Assistant Cashier; John C.
Hilsen, Vice President; William K. Scammell, Jr., Vice President &
Director; and Philip H. Stanton, President & Director.
(3) To process Master Charge sales drafts for correspondent banks in
Montana and Washington.
( Service was added in September, 1969.
(5) N/A =
Washington Trust Bank Self-Employed Retirement Plan and Trust (Keogh Plan or
HR-10)
(1) Considered and discussed prior to Pebruary 7, 1968.
(2) Participating were Kendall S. Wynstra, Vice President & Trust Officer;
William K. Scammell, Jr., Vice President & Director; and Philip R.
Stanton, President & Director.
(3) To provide a self-employed retirement plan and trust under the
Internal Revenue Service qualification letter of February 7, 1968.
(4) Service was added February 7, 1968. .
(S) N/A :
Interrogatory 9 (B) - WTB
page 4
a
49
h fit-s 1 P
(1) Considered and discussed prior to May 28, 1971.
(2) Participating officers and directors were the same as above.
(3) 1 provide corporate profit-sharing trusts under the Internal
Revenue Service qualification letter of May 28, 1971.
(4) Service was added May 28, 1971.
(5) N/A
Public Works Trust Escrows
(1) Considered and discussed prior to Pebruary 23, 1970.
(2) Participating officers and directors were the Sam as above.
(3) Te provide investment in Washington Trust Bank Savings Certificates
of public contractors retainage funds on state, municipal and state
agency contracts.
(4) Service was added February 23, 1970.
(5) N/A
Correspondent DDA Process ing
(1) Considered and discussed beginning February, 1967.
(2) Participating were William K. Scammell, Jr., Vice President &
Director; Thomas L. Perko, Vice President; Richard A. Stejer,
Vice President & Director; Eldon B. Partch, Assistant Vice President;
« @nd William L. Hart, Vice President.
(3) Te process DDA for correspondent banks on our computer.
(4) Service was added in 1967.
(Ss) 7 : r
Label Printing
(1) Considered and discussed in January, 1968.
(2) Participating was John c. Hilsen, Vice President.
(3) To print continuous fore mailing labels on our computer print-out
equipment for tomers as ded.
(4) Service was added in September} 1968..
(5) N/A .
Bank General Ledger Processing
(1) Considered and discussed beginning in April, 1968.
(2) Participating were John C. Hilsen, Vice President and Eldon B. Partch,
Assistant Vice President.
>
Interrogatory 9 (B) - WTS
Page 5
50
(3) To provide general ledger print-outs for correspondent banks.
(4) Service was added in September, 1968.
(5) N/A
Labor Distribution
(1) Considered and discussed in January, 1968.
(2) Participating was John C. Hilsen, Vice President.
(3) Process labor distMibution on a custom basis for industrial
ts as ded.
(A) Service was added March, 1969.
(5) N/A
Account Numbering System Preparation 0
(2) Considered and sense in November, 1968. ie
(2) Participating — John C. Hilsen, Vice President; John Schaar,
Manager, Information Systems Department; Robert J. St. Clair,
Auditor; and William L. Hart, Vice President.
(3) Provide computer print-out en multilith plates for specific customer,
Selectrite Systems, Inc., for account numbering system.
( Service was added January, 1969.
(5) N/A
Bank Credit Card
(1) Considered and discussed beginning in the Fall of 1966 with Arthur
Kranzley Company survey--discussion resumed in Pall ot 1967.
(2) Participating were Thomas L Perko, Vice President; John C. Hilsen,
Vice President; William L. Hart, Vice President; William K.
— Scammell, Jr., Vice President & Director; and Philip H. Stanton,
President & Director. a
(3) Provide a bank credit card.
(4) Service was added in July, 1968.
(5) N/A 25 ;
I D i
(1) Considered and 4i a in J 5, 1971.
(2) Participating were John C. Hilsen, Vice President und Eldon B.
. Assistant Vice President.
(3) Te process installment loans on computer with necessary print-outs,
ete., for correspondent banks.
Interrogatory 9 (B) n.
2 page 6
*
51
Care 7
(&) Service was ada 4 July, 1971.
(5) N/A
Won-Bank General Ledger Proces: ing
) Considered and discussed in July, 1971.
(2) Participating was John c. Nilsen, Vice President.
(3) 0 process General Ledger posting with necessary print-outs as
~ required by non-bank bank customers.
(4) Service was added December, 1971.
(5) N/A
Professional Billing - Accounts Receivable
(1) Considered and discussed in January, 1969.
(2) Participating was John C. Hilsen, Vice President.
(3) To provide computer posting and handling of Accounts Receivables
for doctors, dent ists, etc. f
(4) Service was added June. 1970.
(5) N/A
Correspondent Savings Account Processing
(1) Considered and discussed in July, 1969.
(2) Participating were Eldon B. Partch, Assistant Vice President and
John C. Hilsen, vice President.
(3) To process posting, interest computations, statements (ete.) for
correspondent bank's savings accounts.
(4) Service was added February, 1970.
(5) N/A
Accounts Payable Processing
(1) Considered and discussed in January, 1970.
(2) Participating was John c. Hilsen, Vice President.
(3) To post and print out Accounts Payables for bank customers.
(4) Service was added April, 1970.
(5) N/A
Accounts Receivable Processing
(i) Considered and discussed in April, 1968.
(2) Participating was John C. Milsen, Vice President .
(3) Processes Accounts Receivables for customers and Provides print-outs,
including aging, as required.
Interrogatory 9 (B) - WTS
Page 7
(4)
(5)
52
2 : Take N
°
Service was added February, 1969.
N/A
Contract Programming
@)
Considered and di ain J y, 1968.
Participating was John C. Hilsen, Vice President.
Provides custom programming for bank customers, for computer use,
on a contract basis.
Service was added January, 1968.
N/A
Record Master
(10
(2)
(3)
(4)
(5)
Considered and di ain J 7, 1969.
Participating was John C. Hilsen, Vice President.
Provides computer distribution and print-outs of "Income and Expense"
ledgers for customers.
Service was added September, 1970.
N/A
Interrogatory 9 (B) - WTB
page 8
“UOFIEITOTFTOS sua 30 atusez su (5)
SUOCTZEITOTTOS aua
hu ra onpuoo sefotdue 20 a0aο f ‘TsOTZZO JO owen (¢)
pa fotos
TOWOZSNS terzuszod 20 zue 30 Ssoippe pue sue (z)
$93eq (T)
8 793838 uopzea top tos uons yore oa
SY surzods UT pezeoot zcuoagsno Terzuszod 20 z uogsno Aue
JO sssufsnd 943 ‘TL6T PUR OL6ET ses sua butanp pogo tos
OGN JO S Aotdus 20 ‘2z030e2Tp ‘Ze0TzZzJO Aue zcugesun seg
€Z N 764550117541
Date __ potential customer
5-19-71
3-9-71
5-12-71 and
Name of Customer or
Name of Officer
___or_Employee
esult of Solicitation
Spokane Industrial Park, Inc.
N. 3808 Sullivan Road
Spokane, Washington
Fidelity Mutual Savings Bank
West 42nd and Riverside Avenue
Spokane, Washington 99201
Spokane City Treasurer
2 subsequent Harry Bonck
calls
7-17-70
Spokane Municipal Building
Spokane, Washington
American Sign & Indicator Co.
2310 No. Pancher Way
Spokane, Washington 99220
Stephen D. Churchill
Vice President
Edwin J. McWilliams
President
Earl Sorsdahl
Vice President/Treasurer
Bert L. Sellin
Vice President,
Governmental Affairs
John M. Horne
Vice President Manager
Walter F. CI, oti
Vice Presidente
$4,100,000 real estate
loan
No result
To clarify the services of
the Fiscal Agency Dept. and
seek cooperation of the City
Treasurer in connection with
the depositing of funds to
cover redemption of bonds
and coupons. NBofc was
appointed Fiscal Agent for
the State of Washington
effective April 8, 1971. A
satisfactory arrangement was
worked out with the City
Treasurer to have all funds
directed to the Fiscal Agency
Dept. for the redemption of
all bonds and coupons issued
by the City of Spokane
Established relationship
shortly thereafter
Protection
Int. 23
Schedule I
naae 1 2 ane ae Se ame T
55
Date Potential Customer
9-70
10-70
7-16-70
11-18-71
12-28-71
Name of Customer or
Name of Officer
or Employee _
Cascade Airways, Inc.
Spokane International Airport
Spokane, Washington 99219
Thomas J. Faure
Gonzaga University
Spokane, Washington 99202
Columbia Electric & Supply Co.
East 3420-Ferry Avenue
Spokane, Washington 99220
Columbia Electric & Supply Co.
East 3420-Ferry Avenue
Spokane, Washington 99220
Goofy's, Inc.
West 340 Riverside
Spokane, Washington 99201
Mr. and Mrs. John Key
2826 West Hoffman
Spokane, Washington
Mr. Steve Lewis
2827 West Hoffman
Spokane, Vashington
Walter F. Clift
Vice President
Ronald L. Bosi
Assistant Cashier
Gregory T. Faure
James Lockwood
Vice President
Robert Cummings
Vice President
Don H. Linderoth
Manager
Charles R. Chadwick
Vice President
William c. Estep
Vice President
Don H. Linderoth
Manager
Don H. Linderoth
Manager
,
Dave Key
Checking account was opened.
Credit was extended in 1971.
Savings account relationship
with Crown Hill Branch
No result
No result
No result
No result
Int. 23
Schedule 1
page 2
c Seh
I eTnpeyos
c aur
a0 rad toouog eye] teoppen
zeinseexzL AZ unog suexyods
atsodep 000’oots yOOD 32eqo"u paso 1 uog zen TL-PI-T
az fas toouos eye] TeoTpeW
zo anses a Azunog euexyods
3ts0dap 000‘00T$S oo 32 paenon 1 uogzen OL-61-9
uoabufusen ‘euexyods
zebeuew enueay querzL 3sem
31nsez ON aa g NHD d Azzer dur ‘sz03NqTI3STq ureauncn OL-2-Z1
ze ruseo zueze tee
8 31nsez ON 5 us ruzaO yotu dur 'zeuszzos zegen suenodg IL-T-e
zebeuew Auedwod tro t1eys ‘Azetptsqns
31nsez ON uwwyz0MmM O Teo fusuo wred [TTROOW TL-02-8
Stages 30 3no Auedwoo jue7zed
dug woa peUTe3qo seoue [eq
ua uoTZOUNLUOCD uf zue
-neaseu snbuy yoeta euexyods uozbutysem ‘eT33eeS
Su woa 3TsCdep puke Zzunodoon zebeuew aue rss puodeg 38e 00Z
prey AewyyUe sua peuTeIqO uosieped pep dur o Quewebevew snbuy yoeta OL-ZT
vOZ66 uozbuyysem ‘eueyods
zunodoe zuegozen ze rfuseo aueazstssw onusaw as PIG 389M
preoyizewyyued peute3qo buyweTd TeeyoTW doys s. un Sta ¥ TTeL tert
ee 1505 Ferien e
a0 O 30 owen 200 as ano zo oweN
uo IWuyysey ‘euryods
1 e6ed @8noH 22n0D 4juNneD euryods
II otnpeuos 203;pny Kzunog eueyxods
€Z azur 219802 on AePTlIon *y ddten pus id une O0. -r
Anse on pen n ddten 30 %ο˖ο Kuno euryods
para 1 uon OL-Z2-Z1
Joztpny Kzunog suvyods
Anse oN pen *y daten a pav non i uozzen 04,6
Uo 3usysen ‘euRxods
21s on Sutpiing uestneg
UOTIFIFIFIOS [ez98UaD option A ydtey UBIIND pleucg er 0L-91°6
Anse on
UOFIFIFIFIOS [e198Ue_D AePriion A duden 0491-6
Insa oN pen »A ddten 2028 daun eusyods
pas uon, OL~€2-9
zn Kung sueyxods 4 ,
21Nse2 on APTLION A udien pas A uon, OL°22-¢
: z ne Azunog sueyods
Ins oN pen »A dden pan A une, OL-€%-4
uorZuzysen ‘eurxods
@8noH 32n0D Kqunog suPyods
000‘ 001$ z an⁰/„ꝗ 1 Kzunog sung
JO 3380dep puny 2114 pen 'A ddten pan unn, / OL~TI-€
UOFIFIFIF IOS jo Ins 55 01 BT) 150559 1788 204 77
2923330 30 owey 20 29m028ND jo suey
ig *, wr
58
11
⁊ sed
eTnpeyos
SK aur
uno deze [Fey
21nse2 of
Ins z on
92591312209
Spung t ανjẽỹ 000‘O0S$
— — — — Z ——³29ᷓ ..
218 o
218 on
218 on
21892 on
epfiten 1 udreg
pozeys 1 er
AePtiion A daten
pen A daten
SePTIion A daten
pen » ddten
pen *y udien
APPHIION *y daten
pen A daten
u,, ‘eurxods
Poy pl νõẽũõ' Orr
Tlessny sower
2e2nsve21, A azunog suexods
pan 1 U0IIEy
uoasufueen ‘euryods
P®oy seutg 4YlI)0ON
Auedmwoy uli 104
* renn
a2 Azunog suByods
pabnong 1 uvozaen
z Kzunog eueyods
pan 1 uozzen
403;pny KAaunog suvyods
P2PAOY 1 uon
uo usysen οο,e dg
Suspiing uss ine
ie »A ydesor
zn Aazunog suvxods
pavnõn 1 vonn
Uo 33usysen ‘auexods
@snoH 32n0D Azunog suPyods
42919 Kzunog suexods
ze nbi *oep
FIVIFIFIOS Jo 7185
551 30
2923330 % owen
491-8
Irc
141-5
1488
Irc
Lac ⁊
1491
rr
OL-22-Z1
755 9 [SF 20204
40 4h jo S
7
42819 Kzunog sung
0b 1% 600g
ap kazunog eunnodg
PUPTYO ua,
203;pny Lazunog euvyods
PIBACH 1 u,.
worwusysen ‘elepere,
d SUBTIEqGNTL 8192 Ganos
d N 210pCeq]
zn (zunog suvyods
pas 1 uozzen
vouldeen ‘eurxods
pte 923330 uno243220y
2°PI IMG een la an
pus 431804 3894 Jesung
ns on 4p ten 1 dien
210802 og SePtlion *y daten
tus on pen *y deten
zunoday aulas fen Septiion 1 daten
ness oy SePTIIOn 1 daten
nne 1 er
21NSe2 ON 2 pte *y daten
~~ SOFIwIPSFIOS Jo Tinsey r
2993330 jo ou
_Merte-z1
ld-1t-2zt
Té*1t-2t
14 01-11
Té-S$Z-01
1481-6
20 4% %οninnr9 jo wey
8G
YO LES %%% EE eae ee Se
: *ZepueT pura ed rora ad
sua pus du Aq popzeuo segzeaz asezeguf sus (9)
gzususpue ae uotgedroraaed eua 203 suos esa u (s)
‘ZepueT bButzedtotzzed yore Aq pepue3xe junoue eu (5
4 puer
bu ra ed roaard yore 30 ssezppe pue oureu ous (€)
‘3FpezS SU JO Qunouwe TeI0OR Sur (Z)
‘T@MOTIZIOG ey JO SSeippe pue sueu eur (T)
733e3S (V) oa Zomsue
UT PSISTT uorzoesueza UROT YORe oa WDedsezx daa (8)
uorzoesuvdaza uons dove JO Sep sua pue s3ep
03 L96T ‘T Tenuer popasd sua Bbutanp szepust 20030 ua ru
pa vd foraaed dau YOTYM UT UOCTZORSURTR uvot does ASTI (
60
O€ ON AO BOAZ AST
61
IT bed
ep oa 19-I-1T Gin UoTzedtoy32zed ect{ 290
oc 4203e602203ur P
voasutuseg 5 yueg
2 91 2 @UTT4e49 oo!“ ¢ ooo“ 6 eren 93835 szemreg Ot i
u. UoSUTUSEA UOSSuTYSeR 30
S2/T 9 BZ/T I e a COOTOS ( 560˙46 “eqeaudg dung Aztanoes s, ¢
i uoazzutuseg yueg
rest 8 1 L urtæeao cos“ z 6 oos“g $ “UmOZUOCTUN e384¢ SreMreZ oO ,t ,t
. uo wutyseK yueg
t 91 L euTTze49 ooo: ot“. “UmOZUCTUN szezg SzewreZ COT‘ $
outen uoautuseg 30 f
S2/T 9 aur ta oo %? gf “esezudg yueg fatanosg
. 5 UozSutYseR uozsutuseg 30
22/t 9 aur tea oo 8 5 “eaeaudg yueg ka fanẽg 299. got 86
uozzurdsen uozbufusen 10
187t 9 1 2 rt COO‘OC9E 8 o ¢ d ug A3tanceg o οο, 8
. uozzukueen uozsufusen 30
2 $2/T L eutTsea9 OOOTORT ¢ bud xueg tatanosg
ozzutuseg uozsutuseg 30
8 N I 8 ®UTTIe49 ooo %u ¢ “eqeaudg yueg Katanosg
nozzurusen yueg
1 9 1e/t 9 auttasao co“ οt ¢ _ *umoquotUn ezeazg sadeuaeg
Lozsuruseg uozzutusen 30
2 L $2/T L @UtT4940 CD0‘OR G- o“ t 5 - “e3ecudg yueg Aztumoes 000'06
SA eee tomy. GA — 7D wan. 555
: Sutzed „
e 3Seresur : Fro ee ares
#
noagsutusen
unoguotun
uoasutuseg
Adurud
uogsutuseg
uno uo run
uoadutuseg
unoguorun
dozutderg
var ůðHlA
uoasutuseg
Adurnd
uoautuseg
*eqeaudg
uoggutuseg
*ezezudg
uogsutuseg
*‘eqeuudg
uo as utuseg
uno uo rug
uo aduruseg
Kou rid
— ( —
55555
elne g f 49%
S ouανονε BPO 9
Wsseqeey ut 24 49%
Doo stemoL 49
our aeg -uczsng 4972
a orte Teaay 1055
— 1 Lotung isre
Aueézod 813382 § * E let
tuen T22 i9/t
doe do- unoztotuy 287.
dur Song vospreCoTtE 1497.
SA JO SieE ese.
“aeedce seords xuetq *SutHOVT st 209 Saen 2 zusagt ze seouRADe Jo seas s szussesden ssouezsut sos ud atpere reste
du dzep 03 LO6T t Azenuer poraed ua Sutanmp szepuet zeu30 uata pesedrorqzed g uo tun ur SSutMozz0q jo SSTT & St Buyeoric
r e6ed
ep OF (-t- AA “OTIEdyOT32e4 euTT 2020
ot Kaser
uo t 20d uo wurtuseM uoaBuzysep zo uowutuse,
iz/t 9 ug reel 000'Sh «= «000°Sn t ‘eeusswueK -g ee Aatanceg 90006 ¢ * TIMH LOE 99/T
* u ss euren UosBuTUSEA 30 uo wut use, ,
L $2/t L ~t9%44¥d 0000S t 0000S § § ‘eeucgwuem u nung Astanceg ooo“ %ẽR Mä fournt nh eee /
uo 20d g uoasuf use uo WuTY zo uoasutusen
7 9 Sn/E 9 -T9TS48d oõ,j ie f 000°OL ü ,Iͤiueg 1 yURG Aaraus o oft $ ‘eeucqeuem -g gude parnch L9/zT
uo av ‘ uowutusem SzUByoZEW . _OMepT
is @ % oo (GC 000'OH ( ‘paoznooy a Sunn 000'06- ¢ ‘equsg- szonpord Jepsen uses L9/c7
u : neee uosBuTyseA 30 uonναν,ẽz?⁵i ‘ad
s2/T 9-B2/T L f, COOTIT $ oss $8 ‘eaeaudg yueg Aatanoeg 0000, . ‘eqeaudg . z hog 19/07
uotaed : 4 aeg pter gate * uos8utusem
2 9 $2/T f COO’OS «¢ ‘pletjateg 40 yueg tet «SdenosN UTBID PIeTsaTeg 19/07
uo a2 een urg uoasuf use ö
8 1 eee COO‘OT $ oe = eueren 93939 aν,iz 000'LE 6 uno uotun suuenuog outen 15/6
uotzed P uosdutusen 5 nuss unden ;
7 9 ora COOTOST ¢ ‘UMOZUCTUN e384 Szewseyg ‘ umozuoTtun % do- og umozu2tun 16/6
uot ard voduTusem nueg TeuCTzEN uoasutusem :
ta t tet O0, ¢ ‘9139885 2814-235 000° ooo“ ort ‘ guexods — earn dn⁰ανuνj,2d9/i
A ; vowutusEH ¢ SAUBYsIEy ouvp i
out ta o%ο,j ¢ ‘ paoznooy _ 9 Stowang ‘wnapusey ene UTBAN “NAPUTeH 19/s
weden uozsuruseg
z2T7%t 9 e /t Louttseag 000'9 . 5 r 1 2 1000 dos ct $ ura hey urg 19%
j : . uowutusem i uo wutusem
12 9 $2/T 9 OUTTAeAD o, t ooo“ $ ‘umo4uctun ess 4 5 ooo“ tt ¢ unoauotun : „ ee b 4%
‘ aden 4 wosutusem
1 9 et uf iο 000'2 t ooo“ et $ unozuofun 226 — ooo t e ° ‘unoguotup urnmasazteg peazty 19%
D Tepe dei Gia 14 1 wien bp 55d Teen jo suey Wits
ut ar
eh ateesur ora azopue Dur zed rotz
oc 4203"602203ur 53
2 oe ana tin ; uossutusem
« 98 i % %%,ũ᷑ ’ nat Jo urg 53636 anat zu urg oute 99%
* 4
2 ; a uowur use, art ———
11 — ooo“ st . 5 anat a JO yUBg 036 naten Suog n UOSZepUY 9e
’ uod uo uνατih,j,Cdg anat tn cae uo wuTysem
Et S $2/T 9 -t9T44ed ooo! te -¢ ‘ANQTTA 30 Aung 636 ‘a0QTTA aedeaq bang 99/56
uo 20 ‘ uo wurysem ata uouft,%,z ,
2 /t GS E /t 9 -tOTs8BE oõð“ os «= anaRTA 30 Aung 6036 - att 1 tea dU%ν⏑j,¼iu n 997
uo. a uoau¹¹4 anatia uoaνν,,dn ‘
22/1 s $2/1 9 nan ss 6 , ‘ANQTTA 30 Aung g ‘ . -‘anQtta = ST®JJBUS o u 69/86
uo ‘ “i uosdutTysem uowurtysem 0 : uoysutusem
sus 9 1 4 ers 000'S2 6 00% %% ~¢ eee ee A3tanoes 60086 6 ‘eqeaudg a0 t hoy 99/5
uotaed uowurusem nun eee
8 1 /t L ⁰⁰ανι , COOTOT t cos“ $ ‘UMOZUCTUN eee eee 0 gt 6 unoguotun wieg t 997
‘ note uo ?] nuss a uoaSutuses
* 7 4 17. 4 ora 006"9 $ 005g ¢ “UROZUOTUN 99898 eee t ¢ ‘umozuotu uusureH e /
UowuTysey, eutueeg 30 ' wowutyseq . f
287 9 1½%/tf 3 000°6S $ 000'T9 ¢ ‘eqesudg mueg Latangeg ooo“ t ¢ * koutnp S294302g BDO 997.
uot3ed . osButusem uosSuruse, zo uowutusem i
7 2 $2/t L -t0S8"g COO'O? t ooo˙%, §=f¢ ud nueg La tandeg 000°Om t Aourut 5 PITUD uten 9%
pS j * UogBuTUseR UOSBUTYSER ZO uosSutuse, .
42/1 9 SH/E 3. „ sitet 2 e dee Less 08er ‘ kouTn® bfr tessy g9/z
„ uerzed g — uoasutusem e f uon
| “est 9 e OOS*L - § 005g 6 UROZUOTUN 03838 eee 000'9T 4 uon too , ounase Phota 99/2
uotzed „ SoaBuTUseR uosBuTYSEA 0 : 4% wogutysem .
et 9 BH/E 9 ~FOTS4Nd COOSLE $ 000'SL § ‘eouosHUSM *g musa Aszanoes , e 7 ‘eseaudg b, t 99/2
Ti Wie ee Ta 1 didi War 1 5p eee e e Tite
5 tv a0
r eee 70 124 Zepue] Bursedrorzzeg
.
5
4s
22/7 91
42/1 9%
s2/t 91
287091
287 9
v7 T 91
26% 91
249
* is
1 is
b rte O-** TT
L euttTserg oo
L eurtseno 005‘ et
Leute 00S‘ ET
Jurte oog!
erte 96·00
tes o.
unte 000'62
U ta o.
®UTTZeNG 000' D
O- ° beter
"hea oO
9 6651
een ee 2
e IsezeqUr
„ #907
„
b e le- n ee eps e. 400
g 2 4103° ou,
$90'00t ¢°
17734
Uossutusem
ö
uossutusem 4 <anqtta
angt M Je eg 99835
uosutusem anqita
‘ANQTTA 40 nn 9636
uoονανετν,˙,js anatth
matt JO 1 39g
uo urtysem nat in
nat JO nung 036
uoagufuseg anqt 7A
anat in Jo Auog ag
uowutusem anat ia
anat n 30 urg oag.
A
uo wut usem an fe
‘2NQTTA JO mug 03%
uowurysem anatta
‘ANQTTA Jo Aung 63039
uo putusem yueg
‘umoquotug 93846 eue
uo uoaButusem zo
— nung Karandeg
naten
‘anqtta 30 A a,
tu: ,
uo jut uses an at vn
angt ta Jo Aung 93835
uowutueen an at ia
anti 30 nung 338
ia 7
| <epuey] Butsedrotaaeg
* 45
000°LT *
ooo“ e t ¢
eee
ana in
„ Durs
maten
udaPutusem
af
1
ws 2
Dutuseg
Inari
2
anafTR
uosutusem
uno uo tun
uo asuνfuͥ,%j,f.
* koutny
uo wut ysem
anatin
uoqutysem
maten
uo ut ysem
‘anqtrs
SWETTITA G U 29/5
2BCUSTON “1 “uM 89/9
‘804g v,, 99/¢
TBBUSTOM Pets 99/9
tests Ueto 6%
oe SOT SRUT TIE 27 701A 89/5
— presep 99/s
ST@JJ@US TTO §9/¢
wen ente eUsTN 9978
dur ond uosparuotg 9975
MOLD u n 89/5
ATTRA zu 649 997
% ‘4H 6976
Tee e e 778
5 b
ep OF (-t- aA UoTzedzoT3204 euft a0
oc 4203e602203ur
uoasurfusen an at ta uo asufrueeg
i „ uta oo tet t ; nat JO Aung ozsag anat tn ueusoy 2 99/0
1 8 uowutusem matt uozzufuseg N
2 4 PUTTZeAQ C00'Se ¢ ‘2NQTTM JO Aung og nate uostH za, 99/6
„ a uo wutusem mat in . uoguruseg
our ta COO‘OT «¢ ; angttx 30 yueg 62026 anatin STO8SJOUS IWeQCH 9/9
. uogzutuseg an qt i uoasutuseg 3
1 i PUTTZEAD doe = nate 30 Aung eg - ‘anqttm azussav ud 29/09
g uozuf,, nat in uozsufusen ‘uot sony
Fot 12 6 Angi 30 Aung 226 N ad odusavꝗ Ad%ο,e -A 4z0dusaeg 9979
ö 3 nous uon TeUuCTzEN : uo 38utusem .
r eee SUTTZeAD go οο ¢ ‘eusyods 482T4-eT3380¢ ooo“ 00S" LE¢* ‘ auexods zen 103Um UOWTUTYSEM 99%
‘2 UozuTYyseM uozzutuseg 30 uosZutusem
12/1 9% 4 ®UTT4eAC COO*ET ¢ ‘egerudg urg £47 an00¢ * koutne BPO on 99/9
. uogsuruseg uoasuruseg go uowutusem
e /t 9 1 L unt o see $ os“ 9 e ( ae yueg Aatanoeg 908 Cg $ * Aoutny: zung “Ww 9 99/9
. order UOIWuUTYseK 30 : uo wuyysem
427/79 S £ OUETSOAQ o%%οẽ,ẽjẽ § os“ ee ¢ “saeaudg yuvg f3tan09g oo e 6 Klournd % STOTY 9979
ö onde uoautysen 30 u ννναν,jl 2
42/1 9 Sn/E 9 νẽν,ẽeo CO0'EZ 8 0% ( ud yueg Aatanoes oοο,, urnd 5 sneol uyor 89%
UoIZuTyseM UCZUTYSeM Jo “ uosSutysem
52/T 9 SH/E 9 @UTTZeAD CO0Oy , 00 8 ¢ ud 5 % 000! 94 ¢ * koutne nec, 3 U 29/9
: : uon UosSuTYSeM 3b ‘ —- doaSutysen
42/1 9 Sh/E 9 OuTTZeAG ogg. bos! te ¢ ‘edeaudg yueg Aztanceg dos“ t §¢ dug “OUT ee 9 208TH 99/6
: neee eee en eee
2 is § SUTTZeA9 $6ts'ls ¢ ‘ paosyooy 9 eu, 61S‘ ng 1 ‘ euexods "OUI ee g9/9
GA Tews tose ara c 1 7 Ipod daß Tenoricg go e 72
dur ad To 30
dener 3454 sepuey] Butaedrorzaeg
° fas
—
1
vv
2/T9S +L 52,0798 oö
‘2/7 9% WITLeAC vet te
2% % lente o0s' 0
et N L oufttero ooo's#
: our taea 000% OT
eUTTAeAQ 00s
412 8 9UTTZeA9 000˙l
sustaeng 000‘ oz
/E 9% L- hoBt0G ooo“ ot
r tano oos ot
eurtaeao ot“ et
is” 9 erte 500 ·
4 ou taαο 000'SE
D wy wa a
zun 26 eu
954 7 5 a
009'nh „0
ee
ot £2031 *ozse3ut a
uoasurttee, yueg uoasurusen
unoguo run 22520 Stowe unos uo tun
uoasutuseg 1 77 uo durusen
b e Jo urg o? 6 ur
uo u mufueen
‘ANQTTM JO us 63 7 engt
uoasufuerg — Hapurusen
nat 3% N eget *anatta
uo wutuses narf Zanner;
‘2NQITA JO nung 9 a" =F anattm
uoaurysem anat A % rden
NA JO Auen 63836 naten
* 7 An.
uoazdutuseg anat. urus en
‘ANQTTA JO MUNG 93846 wie nat ia
uo ad ur une an ati uospuruevn
angt t JO Aung 94936 naten
unos nung TeUOTIEN uogzzutuseg
ene wette %% . ¢ ‘euexods
vowutyse, nuvg f uo νανν,,ͤ/
_ ‘UmoguCTUQ essa Slewseg ‘umozuotun
uossutusem maren uonuνfεαν,tz̊
matt Jo Aung 60 46 matt
uo utusem ‘anqtta, „ Mogsutysey |
‘anQTtA 30 Nu 38 K ana ten
uosButysen anqtta 4 uber;
angt iA JO Aung 62835 - anat in
Lepuen Burgedtorzzeg
T#30L
Jinunavg pots
eel her
aedtq uog
lueduo
eSNouereM ναονẽ¾g uv
u,
a
3
ae
STeJJeus aa
uossepuy uUeTO
eutx xen
sucueto 20304
od au0D
© Loqueug cot ceꝝ
Iton 2904907
st ,
‘
sede a4
n N
8974
9974
e9/L
29/1.
9975
9974
89/1
89/1.
9971
9974
997.
9974
8975
J —«˙»!“héç’ô EES
4 e6ed
ep on L9-T-T Gln — euT T7040
ot 4109e6o2203ur a 7
uo wurusey anqt vin uoasurusen
287 1ͤ 91 L @UTT4OAC oon t ‘ ‘ANGTTM 30 Aung eg anattx ‘ ABBUSTOM POIs E9/TT
af
4 * uoqurysey nat uo4Zutysem 1 5
2 11 @ ur tea eee 6 ang JO Aung ef ; *anqqta atneusug eaten Bg/TT
a uo urysem UoWuTYSEM Jo ‘ uozsurusem
32/79 % L£ @UTTZeAD oo , 000'SL ¢' e een “a Huw andes COO'OST t ‘eeuogeuey e dong pasnog 99 7tt
: uoqutusem nue 2 uowutusen
2 is 4 ®@UTTZEAQ COO’ST ¢ ‘UMOJUOCTUN 99849 sz0WzEg ooo“ st = ¢ uno uo tun euusemyos auhem 99/0T
uro . uo aufden anqtta uosutusem
ee un οο t g b nat n JO 1 03848 oοοο , +f Janqtta suowet 4039TA 89/01
2 ° uo4sutusem nuvg : uo 4Butysem
2 1 ®UTTZeAD ooo“ %οtt. ¢ — unoguortun ng Stowseg 5 uno uo tun anes unoguorun 997 t
ie uoyutysem Uo WuTYSEA JO uoaSutysem
8 11 9 ®UTTZPAD 000'SL t os, ¢ ‘eqeaudg un Aagtanoeg ooo“ %ẽ,t . ‘egeaudg szoThe, hoy 99/ot
uozdutyusem pte uosdurueeg fuedwos
Zn/T 9 $2/T 9 @UTTAeAQ D00‘DS §¢ pte Jo Au ‘pletsareg AcoutyoeN TIemusoD 897
uo utysem Aung uoazutuseg F. f
$2/T 9 00S‘ h $ ‘umoquotun aas sreuseg * unoguorun Iten 1 199%
5 uoauf,EG]n yueg : uoasuruseg ues :
#2/T 9 * 00's $ : ‘UMOZUOTUN 99845 sueWaey ‘umoquotun ' + @UUeMyoS suse 99%
Mo wutysey — yueg uo 3Butysem
vet 9S 1. 00s'9 ort... A Vumoquotun eg e 000% at * ‘umoquotun YOR3equey EO 997
: * 5 4 uo wWutysem 12 yueg “ uo4sutusem .
$2/t 9 n -00S°g . ¢ ‘UMOZUCTUN ae SZewsEy 2 *umoquorug suzeq qooer 99%
; uosBut ysen yueg „ venue ' :
“2/t 9 gf F ‘umoZuoTUn 62526 Stowseg 2 unouo fun uueuteH 4 f 9%
D Fepuet Tosvey Gia wer 1D Die Ira dd app / Teac Jo oueN e
ut av tea oi
dae aseezur roa opus Butsedtorzueg
L 2
8 b
ep OF L9-T-T du uoTaedyoTR2e4 surft
ot 4203e602203ur
uogzurusen UOBSUTYSEM 30 uogsutuseg :
-2/tT L$ 8 PUTTAEAD oo t 000'T2 «¢ ‘eqeaudg yuvg Aatanoes 000'on e ¢ ‘koutng PITUD Uvepay 69/4
N 8
5 13 uosu fuse uoaduruseg 30 uozzutuseg ö
="/T L Sn/T νxu eo o, ¢ eee eee ieee ooo“ = ¢ found PITY Teasy 69/8
„ uo jutysem yueg ee uogguruseg
8 4 our t aaO oo $ ot“ SS ¢ ‘UMoQUOTUn FY aανi] ot og 6 unoauo tun UsSHOTApUeH UTIZeW 697.
. uo qZutysem anQttm uoqutysey i
1 4 our ta CDO‘OT. ¢ ant n JO uv 03845 COO‘OT. ¢ engt @3TUM H 697
d uo wut ysem anqt in uozzutusvn :
2 is @ ®UTT4eAD E09 TL ¢ . angtin JO Aung 386 , . fanqtta i Sus den pA 69/5
j : N uo4dutusem yueg 3 uoasuf use :
$ 2 $2/T L euttszeag 006‘S $ 00S‘g $ ‘UMOQUOCTUN 0384g SiteWrEg 000‘ HT 6 unoꝝ uo tun YOSatquey uta 69e
Uo SuTyseM Uo uTYSeM Jo uo4sutysem
99 1 L Sn/T L uftO CODES $ oo % ¢ aud nung Aatanoes oog“ get ¢ Adurnd suzeg I 1 L 69/2
; uo wButysem uozduruseg 30 uo gdutysem
2 % L eur ti, O %,T. 8 o (G ud yueg A4taN0eg C00’ HTT ¢ ‘houtng, ¢ song BPO 69/2
F uoautysem Aus uo ad utuseg 6. i
2597 f 9 1 2 urtasao 00S‘9 $ 00S‘9 $ ‘UMOZUOTUN savas saννE¼⅛ ooo˙t ¢ uno uorun JTOM 293897 69/T
ne. , wossutysem yuvg uoasufuerg poe
t 2 $2/T L @UTTZOAC COO’BT $ 000'g: ¢ ‘UMOZUOTUN 03949 νοον,H 00092, ¢ unoguo run „ Mr n 1 n
uo wutuysem uozsutuseg jo "~ -wogsutysem
1 * Sur tas oo t. 000“ 0s - $ ‘eqvaudg yueg has sae ae ooo“ et ¢ Aournd 5 TIMH ou 69/7
ae ee ' ° uosSutuseA ieee 2 ouspr
2 [„ OUTTZeAD o . ¢ ies ‘paoznooy * Sz0owseg zg ‘eques Auedwog aepep usersey et
i . . nous UosSuTUSEA 30 „ Nout ysem
i $ + $2/T L @UTTZeAQ C00'DS f ooo 5 ud yueg Aa tanoeg ooo“ sort ‘houtny sad UospaeucTYy §9/z2T
Gin Fepuey Tosvey a | ~~ dd daß 5 Ipod de daß Teac jo 5 Brea
> Butsed tv oꝝ
de ssezequz ora tepuey Suraudtorqaeg
i a aVerz .
t
6 ob
jeaep OF L9-T-T du uorged fotze euTTz0A0
i ot 4203260220 , : j
uoasuruseg uoasutusen
4% 8 urtaego oo? ae geg 30 nueg 71 ursach aaa
8 0 uogsurusen nat rn uoasufdse
et L aurtο CD0'Se 6 ‘4NQITM Jo Aus eg anat rn STeJJeus yweqoy
uo auruseg uoasuruerg 30 . uoyutysem
8 $2/T d SUTTIEA0 ooo, $ 000'0g § ,die 4 Aue Katandeg ooo“ o% ,H ‘ aayoqeuem sothel hoy
uozzuruseg uO WuTYSeEM 30 uoazurusen
4 $2/T L @UTTAeAC C00'SH G- oe - ¢
„ S4Seg staz0Oy
: . uozsurusen uossutuesg 30 uoazutuseg dossy 7
SUTTZeAO OOOTOE $ 000'DG ü ‘eeuozeuEM f HUB Ka kanoeg COD‘ ort .$ ‘eeyoreu|m Trezang 1 use Uosuny
uoasutusem tere ae SPY pRPUrusen 3
t αẽ, ᷓ gustamao ,] 6 . Dia 406 * — n daten
* . . * 5 5 i ‘ = *
a
uoqwutysem /238utysem ;
Sn/Tt 2 $2/T l euttzeag 00s‘z $ ‘uMOZUCTUN 04845 caeuj,jẽ&eQ' umozuOTUn 8 TeButy ‘won
uozsuruseg ung LO4BuTUSEM
Za/T LU $2/T L eutTze9 o- ‘UMOZUOTUN 99835 suowaeg uno uo tun suzeg qooer
: uo wut useg yueg e uozzuruseg
2 t /t L euttzeag ot! t t 00S°6 uno zuo tun zess saeuν,j,r unoguorun . usuued teu
, uozutysem, InQttma uo qurusey :
Se/T L 8 Sur tas ooo“ os ‘ anqt ix
uoazsuruse n anat ii uoasuruseN N
287 Ls 8 8UTTZeA0 ost ¢ naten 30 nung anqt iu ueg souereTO
8 42 AO ü bterzavo a
: : ueasurtern 4 Aung ‘Te uo wurysem
ze/tl gs @ 9UTTZeA0 ooo e ¢ ‘ptetszep -uotstn e4935
os . uoasufrue ve uoasuruesg 30 uo a8 ufusen
x2 . ®UTTZ9AQ COOTOSE ¢ : aud yueg f4TaNn0eg : *eqvaudg s pon Tease
GIN Zepuey 9g Gia — Fp OWEN Ira 755 TNG JO D
rav 7 e301
2324 as,ꝛwx rot zar aep ue Butsedporqaeg
cr ame
70
i2/tT LS
S@/T L$
ol
2871 L$
287 LS
2, L $2/T L
“2/7 8 1
287 8 1
3 9 1
3 8 *
2%/t l. 3
2% L $2/T .
f2/T LS
SIA
„en Werequr
.
or “les *
du 44
our taeAO
surft
suf tas
suttasAO
surft,
outtaeAO
aur daO
our ta
eurtaenao
ourt aaO
eur
.
dur taenO
000°6 t ooo- s ¢
**
ooo“st t ooo“ st ¢
ooo “oss ¢
ooo'se = ¢ :
ooo'sz ¢
ooo‘st ¢ ”
ooo“oe = ¢
ooo“ $
o00‘0e = ¢
ooe*st ¢
ooo’et ¢ N
hm
oo9‘st. ¢
our ta ooo“ se ¢ *
755 Uosvey
5
GIA u
dur azed
( “pot seg
*
uo qutusey
unoguo tun 63839
uo utysem
Ol e6ed
o L9-T-T au UoTZedToOTI2e4 suftaeaO
oc Aage BOA u
Auvd
Stewreg
Aura
unoguo tun e832 8 οαν,VA
Uo BuTYyseM AUe_ tvuorzen
‘eusyods gear- etazseg
uoggutuseg
‘pletsateg
uo wurtysem
‘pletsateg
uo a dur use
‘pletsateg
uo aut use
pa ο
*
uo agur use
anqt in
uozguuseg
anat rA
uo as utuseg
ana rn
uoasurusen
anat A
uo a8 uruseg
97
uoggurueeg
anqt ix
5p
.
preTsareg
JO yueg
ptetaateg
JO nun
PTT sate”
jo yueg
SQUBYyorEW
9 Ssewzeg
nat 30
Aue 97845
anqt zn 30
Aung 3938
Angt TA Jo
Aung 99845
2NQTTM 30
Aueg sags
Vm
qeyeT
JO yuRg
‘ANQTTM 30
yueg e3e4g
depue Burzedtorzaeg
ooo .
ooo“ % G
ooo“ 000% ort
uo aguνν,,J˖ʒ
uno uo run
uogsufuseg
uno uotun
uo aduusen
*‘euexods
uoadutuseg
‘pletsareg
uoyZutysem
‘pletsateg
uozduruseg
*pletsateg
uozduruseg
surxodg
uoagutuseg
angten
uo gs ufusen
engt en
uo3sutysem
‘anqtta
uogsuruseg
anqt rn
uo zuuseg
urge
uo asufusen
‘INQTTM
—
88 App /
Treuurd ura cen:
suuesnuog oukey
d õομ Lee uogsuruss
ussneto He
Teeyos road
ueu zug udten
aTtL
uosduouy /uosduou, ueg
xny urn. eg
uosgopuy ueto
zusg oous gero
uoppen sower
desta pavuos
* ‘
STOJJOUS "DO “Hy
JaMOTIOg JO suey
£2/T 6 aura
Sh/E g aut ta
**
an a a 0 n
a
®UTTZeAQ 000‘0Z
®UTTIEA0 000‘ HOT
an
IM Zepuey Woseeg
K*
Tt e6ed
Deep OF L9-T-T au UoTZedroTA 70g ou ta
ot Ax03e602203ur
uo {utysem pte rA
pte * JO yuURg
uoqZutusem uo qwurtysey go
t 000%02T t ‘eeuozeUEH 4 Aung Ka tandeg ooo“ 002
t coo'nt ¢
$ 00S‘nt ¢
t 000'000‘E$
$ ooo“ St ¢
$ OCOO'SOT ¢
$,,000°gTt- ¢
—
t ooolrrt ¢
SUTTZEAO 000'0R § G ooo ,t ¢:
“Tepuey
dure
rorzava
— —
uo ut use yueg ’
‘UMOZUOTUN ©383g SuowZed ot $
uo WuTysey yueg
‘UMOZUOTUN 93898 αν4 00S‘gt-
uogsurusvg yueg
*umojuotug 2989S Srewreg
uo wWurTusey
une use Jo yURG-
uoaSutysem ufs 9-
‘@T3980S zend eT33ReS ooo“ oz“ $
uoggut use . yueg
unoguotun 53938 S οον⏑s p 00S'9z
uoydutysem uo uryseN 30 :
aud yueg A7tanDeg 000" οο
vuBIuOW TIedsTTey 30 J
‘Tttedsttey xueg Kette 000°0n
uo s uruseg uoqupusem zo
feqvaudg yueg 3 000! ge t
uozauruseg uoazzufusen 30 f
d yueg Agtanoes ot
uozzurusen LOABUTYSEM Jo
‘eqvaudg yueg Aapan0eg 000 002
7550.5
cv a0
Sseuppy Owen
tepuey] Buraedtorqseg
—
—
7
uo ag uruseg
‘pletsateg
uoasutusen
‘geyoqzeuem
uoqZutysey
‘umoquotun
uoasuruseg
uno uo un
uozsuruseg
uno uorun
uo as ufusen
ur 38
uogsuruseg
taaveg
uo auf use
uno uo un
voasurusen
A durnd
Buequoyw
‘ttedsttey
uogdutuseg
*eqearudg
uogZutysem
‘eqesydg
uo wutysem
‘eqeaudg -
— —
aß
TeMOTL0g JO OWEN 72
ueugug udteg 01/5
tothe sou ol
ssnuyieg phota ol
‘ussueH Thze, 01e
. WOSatquey uezo olyt
TezapeyT uopson o1/f
Aue dxog
Ka toe I durpteng speday 01
STTOM K 2 01%
S@3pCH t O1/z
. 380G sofas 017
song BPO 69/zT
Uostejeg Aer 69/27
“Souq UospzeyotY 69/27
Zt e6ed
122 ep OF L£9-T-T Au uotzedtetzzed surtzeao
i oc Az03e602z203Ur
noazzukuerg uozsufusen 30 uozzutueeg .
, t 6 ooo “ss t ooo bet $ eeο,ο,c 4 de Kataneeg ost $ eee ee ou dosev 1 Trezang 01/27
fae :
. . 1 uogsutuseg yueg vozsuftusen
red 9 1 6 . 000°hT $ 00S‘ot ¢ ‘UMOZUCTUN rag SueuLEZ oog o 5 uno uo tun Siewuns uyor oer: N
a uossutysey xueg dennen
ze, I 8 ooo “ost 6 ‘umoZuUOTUN geg ee gs " *Umo3uoTuA do-o9 umogueten o
5 Uo SUT ue uozsufuseg 30 : uo ZutyseR
S2/T g S2/T 8 OOO‘OE t oo “tet ¢ ‘eqeaudg xueg Latanosg ooo“, ¢ * *egeaudg ‘ TImH oH 01/6
. uozzutuseg uozzutusen 30 ; uda8upuses - "our
Ex/E @ Se/E B euttszeag o00'Sz t ooo -t ¢ “eaeaudg yueg Agzanoes oo t = ¢ Aoutnd ‘eonporg seaue) e3235 01/6
: vozzufuseg uoaSutyseM 30 : uosSutusen 3
s $2/T 6 zurtasao ot t o, “eaeaudg yueg AZTANDeg oo tt ¢ *koutnd se TUOMATH 01/6
‘ uozzutuseg yUe_ TeUOTIey uogzutuseg
an tas saraA PUTTZeAG CD0'OSE ¢ ‘eueyods ast et zaveg 000'O00‘ OTS *auexods ond Sezen uozsuruseg 01/1
d uoazutuseg uozsutuseg 30 uoasutuseg
S2/T @ Se/E S surtao 00S*L $ ‘eqeaudg urg Aatanoeg tourud song BPO OL/L
uozutuseg uozzbutuseg 30 uozsutusen 2.
2 6 $2/T 6 surtaeao ooo“ st t oOo t ¢ “eqeaudg yueg Katanesg OoOTOE- G *A£OuEND dae ao uoaaTy ante QL/c
. uogsuruerg ptertgareg 5 uoasufusen * i
1 6 ourt ae o ͤhf ¢ " *ptetsateg 30 yueg ‘pletsareg ies oN SeTZBYD 075
uozdurusen uowurusem 30 uozauruseg
5 6. puttaeao 000'Oh eb 1 ‘eqeaudg yueg Aarandeg 4 doo tnoo pueag ue tegtun uuor 01/6
; ie ee vozgurdeng doasuriised 6 f uowutusem
Sn/E @ Sn/E d SUTTZEAO CO0'OZ . $ oe“ $ = ‘BgRLUdg yURG AaTUNDEg ooe“ net t. Kodurngd PITY de OL/S .
- e . * — * *
5 5 uogSutysem uoasutuseg 30 \ , MogSutysem
an/E f S$h/T 6 surft O C00'DR t ooo ot $ ouνανu,,ꝭõ A Aueg Ka randeg ooo“ oo * / feayoqeuesm ase - uosungt OL/4
GIM Zepuey Uoseey GIA U daß I Irß edi Isa Tamoraog 7 SueN e320
. Butged too
deu 28 uf ; “TOT aas Sepuey Bupqedrorqaeg
2 eg .-
ct e6ed
ep og 9-1-1 ad wotzedyorzzeg surft A
' oc 4203e602203ur 8
uo gur usen uogsutuseg 30 uozbur dee
§ Zet 8 rte OOO'SSOE $ O08 41 6 “ejeaudg xueg Aatanosg dos“ et ¢ dournud S®2PoH 4 tegen T/T
i . „ - oaBuTYseM ness ugueeg 30 uoakufureg
? It g eutTz0eag ooo“ %, js COO‘OOT ¢ ‘egezudg yueg tatanosg ooo“ O02 $ *kouznp sag BPO TL/T
: uo zsutusen uvut tna - woaSutuses our
aut tas 000'09 t ooo COT 5 uur tna 30 àueg o %ο t ¢ ‘uewttng ‘Atddng eBuerp uewttng 11/t
; uozzuruseg uozsutuseg 30 uoazsuruseg
f 2 S/T @ @UTTZeA0 οοDme,οe fg ooo bet ¢ aud yueg fatandsg ooo“ t KLourud S, 7 1 t
. uozsutusen xueg uo3Sutusen, 1
* @ S2/T 8 ur: C00'g t ost = unoauofun 93839 sn o HZ t *~n03U0T UN UosusH tee TL/T
a “4 uozsufusen d 4 WT Sane , :
72 dur ta COO‘OT ¢ * ee use Jo urg f ba aeL Aer TL/t
A uotsed uoazuruseg yueg te
S2/T 6 -toTqeg 084˙9 $ ‘eueyods -uotzex 28274 n
2 uo t add uozsutusen Aue te redes >
S2/T 6 -toTIszeg 00s‘z ¢ ‘aueyods -wop ueopreuy
uot zed uo zuruseg r yueg :
$2/T 6 tot zang ooo“ Gt ‘euexods TeuctzeN PTO : 5
uot aud uossurusen yUeg TeUOTIEN uozsuruseg F. ,
£2/T 6 et 6 -torzea ooo“ t ooo og $ ‘euryods 3S4Td-9T33B9S OOO‘S2zt ¢ *auexods an do euexeds T1/t
uozzutuseg uoszsutuesg Jo i uo utysen * f a
56 S2/T 6 ufνεtpeo c t ot ee ¢ - ava, yueg AaTfanον⁰ οο t 6 *£outND ne TYOMATY TL/t
uozsutuseg : SQUBYOIEK ouepr s zonpoa sepeg ugegeeg
1 6S ot eurtzeao C00'0DS t ooo 9 vaoα 2 Saeureg ooo“ o%,ỹj . ‘eauregs vad acοον t TTepuTT TL/T
s 8 i ° uoguruseg uozsut geen 30 . nozsuruseg
3 6 Se/t6 . ooo“ et t ooo“ ser ¢ “eqeaudy yueg 4atanosg 000'¢22 6 eau s Uosteses Aer ole:
i s uozzurusen uoasufuseg 30 uo zutuseg : é
1 6 $2/T 6 ooo“ o%,yͤ $ ooo det ¢, ‘eqeaudg yueg Astanoes 000° ost + *Aoutnp sag Uospaeuoty. o/ /2t
Gia 385 5 Gia 75 55 7 5558 T JO N 77 ⁵
Zur zed do z0 ;
222% zb g ro rav opus surzedtoggarg
ft des ; 8
74
2 R
3 228 ot Seed. :
web 63 49 t-t aim | -taedpoTazea er ec
8 5 oc 4209" »orz03ur .
a I
uozSutusem oe 30 uo zsutuseg
„ S4UFTZeAQ ooo“ o se“ tts ooo“ oss t tzzveg àuvg teuotzex ooo“ e t t auvxodg dur “worgszeBeq Y X C/
J uotaꝛtd i 9 uozsutueen ode 30 Noz MON oussy Mao den
oda 000000 ft unõοονν etzaves vues teuetzex oog“ os ¢ e MON eee eee ee en er /
4 unoasutuen oenoo 30 „ vozsutusen :
®UTTIeAQ OOO*OSZ*TS ooo“ %s ¢ ‘eT398es AUG ceuotzex ooo ost t *auexods dur Cong, Y * Ti/s
. nozzutusen xueg **"qaurucen shoe
2 8 $2/T S PUTTZEAQ COO‘TZ t os“ et ¢ ‘UMOZUCTUN @3B3g SremreZ O0S‘IE $ Bo swoTUA suueayos eusen T1/2
. 0 *
‘ , uoasutusen yueg 4 * suyusen :
8 8 t eo oe t t o“ 8 ¢ unoguotun 9383S saenανeα⁰ οονοα, $ “umoguotun 5 2 wyeg fey TL/9
: a 5 uozSuT USER us urusen jo ; nozzutdsen
vet BS 6 SUTT1eAD OOOTOET t oe ¢ Bqeaudg yueg Agtanoes Qoo'Sst ¢ n,, agen pee TL/S
uozsutueeg uozsutusen Jo “ogButysen oe 2 ae
=2/T LS d BUTTESAO % t oO 86 aud yueg Kataneeg oe t t *£outnd cing ee V TL/E
: uozzutueen vent tna uowuruses ee See
187 c 8 6 auttaeao oo tt oοο⏑ -. uvut tna 30 uss oo οοο,,fje _¢ tts er t MOTAZeATY t
i i uozzurdeen uozsutueeg 30 i vozsutueeng 5 Bae
crest I 8 PUFTZEAO 000'S9 86s OOOTEZT t unn, . Ausg ka tanssg oog, ¢ ‘eeyoqeuem dur “SHXOTSND de
: . beurer UOIZuTYSER 30 5 vozzutusen aoe .
S2/T 2S rt ο OQOTSTT $ COOTSET t νοαονẽ,ũ⅛ mueg Agtanoes oo“ %j G e een 4 ot ce Aoe 11/2
; ” uoaSuT use st gt . BoaSutuseR ‘
5 8-$2/T OUTTIeAQ COOTZT , COOTES G unn weaeT 30 nueg ooo 89 5 ‘voxel key g weg 11/2
: 55 b 3 uoasurusen A gi > uvoazsurusen .
s2/t 8 3 6 @UTTZeA0 COS‘L - $ opt ¢ ‘umdauotun 93899 seu oο t? e _ ¢ uoa too 1 zanunaves pgotꝗg c ae
. uozzurdeeg uozutueeg 30 „ = wourysen -
2 5 S2/T 6 PUTTZeA0 COOTOE G OD0'SzT t ‘ejeaydg yueg Katanosg ooo'Sst ~ ¢ £ koutnD SPTTYD datex cle
Gia Faid 5 GIA — _ SSeIDPY 5 7755 d Tec JO ee Dc
rar te 202 :
2 ro ra Sepue] Zutzedtotzaeg
* o@er 8 N 3
7.
“tepueT Sbuyzedtozzzed yore Aq pepus3xe arpedo sa 30
uor gad su pue saepuet ⁊8uaO yons go sesserppe
pue seueu sua ‘Os ZT pue szepueT 20 puoi
Tuzoue ua uoraedroraaed UT peysenbez azppoezo
daa JO uorazod Aue pspuszxs dau 20 gan zedasun (2)
assnbe 30 sep pu peysenbez +FpezS 30 aunoue su (T)
S s;̈
( 0} zensur uf peagspt zuvo tdde yore oa godsea dau (a)
*3soenbez
yous 30 93ep sua 30 se a rut Sutpuet teßet sar 30 Ssseoxa
ur aunque ue UT dam 20 oan mona 3FperID JO suTT (z) 20
UeCT (T) » peysenbez oym azep o 496 ‘T Azenuer por ad
ua S5utanp Zuvor tdde yore 30 SSeiIppe pue sueu sua 2383S (v)
75
. uo uTysEA . uoasutus
ooo“ %, ¢ boo“ ost ¢ tazseg SBuyaeg 7 20, tzazseg L9-E 000'0S6 ¢ ‘euexods "our ‘* Sn uu
ooo“ oe -t ooo os ¢ 2 0 25 ° TW-TT 000° 00g ts ° ° ° eo 4
unn e uoasutuseg
ooo e tt o %˙ft ¢ tzzreg SoteumOD Jo nung ceuorzen Tl-9 000°009°T$ | | ‘euBxods “OUT ‘woazsceBeq -y ‘N
„ ooo“! oo, ¢ . . * « 5 Tl-9T-8 oog: tt P N “ °
3 . uozzutusen uoasufuseg —
7 O00" OS2*T$ o e elne eee Jo nung ceuof zn OL-Of-Z2T oO tt. ‘eueyxods dur ‘BTpAT-uoSsTON
1 N MON ‘ $) | ~vosupusen py
7 00e!“ tt 1h e Mun eee eee ooo“, ‘ eusyods seduog ZeATY 4
3 uoqSurysem , ouepl
* % , ¢ tzaseg ue 7 zen tazeeg 000'0S6 ¢ azur odpuos huedwod sequny puntpex
— ;
‘ws 000‘ Sz‘ ts 000‘ 000° 2 0
2 5 2 U — 7 5 0
5 000'00g ¢ pus t aa nue TRUCTIEN s „ Q00' SET‘ TS | ‘eTTTAeSuesp dur ‘STItM eurdepr
000'00g ¢ ‘ 000° Ho ts 1 ae -* ¥’s
uozdufuseg J uozsutusen
ooo“ 00g ¢ ‘eTs38eg = SBUTABE t ene tee; oo sluts ¢ ‘eueyodg ‘I ‘worzsseBeq -y “N
uozSutusem . *. . uoysutusem
000°.008 g 000002 - ‘eTgaeeg ute 7 aenay 75 ., L9-ET-E ooo“ 000‘ TS ‘eupyods Auvcuod juew2eeAUl N 1 YM
GIA 5174 TeeIpey ‘aN . . Fearbay ( Te IS dd app v
„ 4epuey] . ° 10 2 200 zunouy ; . .
sepuey Buraedtorzaeg ‘
(a) N (v)
SUNVG@ UZHLO MTN NOILVA4IOILUVd AAA OL ONITIIA SUBWOLSND uo LO-T-T ours LIMIT Wo GLA 40 SSBOXE NI SNVOT HOs SLsanday
uA
„dN ¹¹¹t
l 30 queg
* Pies os" toes
— 7 200 % sen en
3 S amn „ 20; ques
* e 9420
dam - ct Xoarsozzezur
3
Bs
eee > 30 au
1978320 110
0009 OL-91-9 69-01-4 ues
0004 69-61-9 99-61-6
% 89-62-9 19-62-9 l . 30m 381 -<a;anc0g
0079 -- 99-67-89 ours ; ears
xn eee uss
os P
oc -- 46--4
144 z
docs © 9-8-6 9-8-6 ©
lee % duet aues
zess“ -p 54014
"98 su0g n-
2s 5181 2 · 4
öh,
JO Depp bn
y 7
o % 30 . * ep 9 eee
12201 169120
(rn 000)
€€ A Dõο⁹mn
W * ef eee
121% 2090390 Ut sen In ‘oosyourzg uss
eBeen ySty ‘aeak 203 ~*~ * @* 29408) ene 30 en.
aueusSuese Suynozzeg =. rt ooo 00081 -- g- e % e oes
SB} 14800 een 02 pee ou
DI 2equenoy Uy sen
en een eee =293
000‘000°Z$ sepnyou; ;
QuewsSuei2e Buyn01109 00z 008 0089 Ol K 6-6-4 2g wars
v 10
ha 0214 lng
©3 510 000g
427" 2equeceg uy sen .
4 un 1% 30; 5 (ssoqe e °
quewsSueie wer oo o0¹⁴ OOSL 69-LZ-9 B9-L7-9 (=. 27z3984 4a ours
tone 38234 41a
eee %% 00Lz 001% oo B9-Lt-L ,: Ds oars
78
⁊ ebed
dam cc AxojeborxzeQUuL
3
7
j
8
3
i
4274 eee Uy. sen oo, nee ‘setsBuy 9071 : 2133905
en e % 203 . as s 195 hen g N Ocz
n dee 00 oor 00 OOSL (-M- 9 -- tee 201 Aazanzeg =—_ Spoozvag oStepta- -hauatun
11 #8” 000,000. C8 ; | —
rn essen ‘an:
e qwewses8e 364300 , 20 ‘ n e sc]
“3933208 ee 288k 203 f * . 3 20488 196 zess“ 26 item 2 Be
ee neee eee 000s 000s 00 Il-S-£ Ol-S-¢ 2334904 Aapanoeg ee Buyqoeg’ en0D 6, pen
4
8 ** 1 0 20001109
*3ued}2}3204 9 30 Gn 18u38320 enn 0 830g app 9 Den 3° sseappy 2 owen
165510 1% 18304 18078320
(p#227"0 000)
cc Arman
2222 „ ᷑!..
79
4
C oe &
Dan - ct Soazesozzezur
„%% .
BO heel ö , .
0 6 ang oc 0001 OSS Th-€T-1 9-92-21 rar —
J — N 2 ‘ye niere
000 10 “ak Jae 9 p00
eien . : om zupa
9000 (#200235 a 9 peng) — — ves
eee ene , leon ,e¶
— ‘oraae0s
„ 43% et
84s eee . . — ¢ 18v0t32eN 104
, , ro een ‘9123805
siete. ‘ a PUZ-006
— he. ‘ 7 ohnen 5477984
ö een rz
25 : 12 * 1 2 1 *@AV 439-1001
doe 1% dat ers 2y 2120 Pen
21 ane, - 0001 OSS. 6s s 3% 9122005
weder 0
husdwod 33812259 ee
pat
' sqeedyoy22eg 3308 19873320 1904 e eee eee 70
18878320 %%% 18302 10038520 s8ezppy een
(p2337"0 000) .
ct ABOLVOOWRELEI
1501
% Sseappy Yen
*woum Aq ‘os JT pus ‘ezeyMesTo
P&eTsSTIes zen SpesUu s,jUPoTTdde sua AeyIeuUmM ()
{peqsenbexz uvot ug zo esodind pue junowe aua
pue jueotTdde uvot sua 30 ssorppe pue sueu su (t)
t unoun oze Asay zuszxe sua OF tesngea
sua 203 suos es sua pur ſesngez aua 30 Sgep Seu (z)
ALA 20 SEN JO Quepucdsezz200
Tesnjezr sua JO sufz uz zs SBM 20 MOU ST que
yons az αα u pue que Hufsngeaz sua 30 oureu sul (1)
:Tesnzez yons yore 203 Sas ‘SATIEWATIZJe
| s zensur da JI du (a) pues SEN (d Aq peer AO
| ueot Aue jo 32ed ut 20 [Te ut Ssazedrorzaed oa pesnjez
4961 Azenuee sous ‘sey yueq terozemoo Aue zeuzeun 3343S
0
ve ON AzojQeborzZ9R4UI
Answer
FIRST:
* Yes, on two occasions.
1. Crocker-Citizens National nk. was aud. is now a correspondent
bank of NBofC. Since the declination, our correspondent has
changed its corporate name to Crocker National Bank.
é
2. Date of refusal: June 18, 1970. Refusal was never in writing.
A.
Reasons:
(1) Correspondent bank's tight money position
(2) Financial statement proportions
3. Whitney-Fidalgo Seafoods, Inc.
2360 West Commodore Way
Post Office Box 4008
Seattle, Washington
A.
Amount requested: $15,000,000
Working Capital
4. The credit was approved as a participation between NBofC and Bank of
America, N. r. & S.A., San Francisco, California,
1. Bank of Wertes, k. T. & S.A., San Francisco, California
A.
Bank of America was and is now a correspondent bank of
National Bank of Commerce. a
2. date of refusal: Approxinate ly June 11, 1971. Refusal never
in writing.
A.
Reasons:
(1) Capital expenditures which lowered the company's
working capital. This was a violation of the 1970
loan agreement.
(2) Financial statement proportions.
DEFENDANTS' ANSWERS TO
PLAINTIFF'S INTERROGATORIES - 40
- oe ww
16
17
(3) Collateral strain. ; |
(4) Some concern for management for allowing
capital expenditures. .
3. Whitney-Fidalgo Seafoods, Inc. - | |
2360 West Commodore Way .
Post Office Box 4008 t
Seattle, Washington_ \
. \
A. Amount requested: $15,000,000 |
B. Working Capital |
4. me customer obtained financing from Seattle-First National Bank,
Seattle, Washington, at which time NBofC lost the relationship.
For WTB:
(1) The U.S. National Bank of Oregon, Portland, Oregon,
*a@ correspondent of WTB, refused to participate in part of a loan
originated by the Washington Trust Bank to Idapine Mills, Inc.
on August 18, 1969. me amount of credit involved was $1,000,000
The purpose was to enable the borrower to cut timber under U.S.
Forest Service timber contracts before an increase in costs was
to come into effect. The applicant's needs were ultimately
satisfied by the U.S. National Bank of Oregon on a direct basis
because the principals of the corporation, who live in Portland,
called upon the senior management of the bank and made the
request.
(2) Chase Manhattan Bank, a correspondent of WTB,
refused to increase their line of credit to the Pack River Com-
pany in November, 1969. The bank indicated WTB had used up its
call upon them for correspondent loans. Loan applicant was Pack
River Company, Spokane, Washington. Purpose of the loan was to
replenish working capital and inventory logs. Amount requested
was $1,000,000. Owners of the business were able to raise a
portion of the needed funds on a personal basis.
83
Interrogatory No. 40
(A) List each formal and informal application made by NBC
or WTB to any bank regulatory agency during the period
January 1, 1960 to date for approval to establish a de
novo banking office in Spokane 2
(B)~ With respect to each application listed in answer to
(A) state: N
(1) Date of the application, indicating whether
formal or informal;
(2) Location of the office for which approval was
sought;
(3) Whether the application was approved;
(4) If denied, reasons given by the regulatory
agency for denying the application or inquiry;
(5) Whether and when the office was opened for
business;
(6) The annual operating profits or losses for
each office opened for business from the date
of opening to date.
(C) State whether, from January 1, 1960 to date, any
officer or committee of (1) NBC and (2) WTB has considered
establishing any de novo banking offices in Spokane County
in addition to those Tisted in answer to (A).
(D) If the answer to (C) is affirmative state:
(1) Each location considered for an office;
(2) The period of time during which consideration
; was given to establishing each such office;
(3) The reasons for considering the establishment
of an office at each location;
(4) The reasons why application was not made to a
dank regulatory agency for approval to establish
each such office.
84
ANSWER
Interrogatory 40
(A) The following applications were made by WTB to
bank regulatory agencies during the period January 1,
1960 to date for approval to establish de novo banking
offices in Spokane County:
1. Northtown Drive-In Branch
2. Opportunity Pines Drive-In Branch
8. South Hill Drive-In Branch
(B) On the dates shown below, the following formal ap-
plications were made:
1. Northtown Drive-In Branch—November 27, 1961
2. Opportunity Pines Drive-In Branch—June 16, 1966
8. South Hill Drive-In Branch—June 24, 1968 (exten-
sion—August 6, 1969)
Informal applications were made for Opportunity Pines
and South Hill on November 29, 1962 and were returned
by the State Regulatory Agency on February 18, 1964
as inactive. |
(2) Following are the location of the banking offices
for which approval was sought in the above application:
Northtown Drive-In Branch
Northtown Office Building
North 4401 Division Street
Spokane, Washington 99205
Opportunity Pines Drive-In Branch
North 100 Pines Road
Spokane, Washington 99206
Sotth Hill Drive-In Branch
East 611 - 31st Avenue
Spokane, Washington 99203
(3) All formal applications indicated above were ap-
proved.
(4) No applications were denied.
(5) Following are the offices and dates they opened
for business:
>
85
Northtown Drive-In Branch—February 25, 1963
Opportunity Pines Drive-In Branch—August 4, 1967
South Hill Drive-In Branch—January 13, 1970
(6) The annual operating profit (loss) for each office
opened for business per above from the date of opening
to date is shown below. The accounting conventions fol-
lowed are noted in the footnotes in the answer to Inter-
rogatory No. 58 and in general should not be regarded
as being actual operating profits or losses because of
difficulties in allocating income and expenses for main
office or head office activities in previous years:
Northtown Drive-In Branch
1963 thru 1965—not available
1966—8 23,718.62
1967—$ 47,484.97
1968—$ 91,041.70
1969—$107,719.00
1970—$ 76,522.07
1971—$ 15,686.92
Opportunity Pines Drive-In Branch
1967— ($23,668.99) Loss
1968— ($27,469.40) Loss
1969—($ 7,362.65) Loss
1970—($ 867.48) Loss
1971— $10,121.57
South Hill Drive-In Branch
1970 — ($79,371.80) Loss
1971— ($71,831.28) Loss
(C) During the period January 1, 1960 to date, WTB
has considered establishing de novo banking offices in
Spokane County in addition to those listed above.
(D) (1) The following areas have been considered suit-
able for de novo banking offices:
1) Far North of Spokane
2) Shadle Park District.
3) In the area of Cheney, Washington
4) Wellesley Avenue, between Maple & Ash—
Spokane
5) Baldwin & Ruby—Spokane
86
(2) As follows:
1)
2)
3)
4)
5)
Far North of Spokane—1968
Shadle Park District—April, 1960
Cheney, Washington—Prior to 1-68
Wellesley Avenue—August, 1969
Baldwin & Ruby—April, 1970
(3) The reasons for considering establishment of of-
fices at the above locations were as follows:
1)
2)
3)
4)
5)
Far North of Spokane—Growth in population of
area and expanding shopping center.
Shadle Park District—Large shopping center and
growth in population to the northwest.
Cheney, Washington—The continued growth in
Eastern Washington State College.
Wellesley Avenue—Maple & Ash one way street
feed from far north side of Spokane which has
continued its growth and growth in professional
and small retail buildings.
Baldwin & Ruby—Growth in small business;
large area within one mile of branch location,
zoned for manufacturing and warehousing; rapid
growth in bank deposits in market area, and in
excess of five square blocks, rezoned for residence
office from multifamily residence.
(4) Applications were not made to bank regulatory
agencies for approval to establish the above offices for
the following reasons:
1)
Far North of Spokane—First National Bank of
Spokane opened a branch office in Five Mile Shop-
ping Center and the area could not support two
banking offices.
2) Shadle Park District—After complete investiga-
3)
tion, we found at that time the area could not
support two banking offices.
Cheney, Washington—It was felt that the pres-
ent and future growth potential did not exist to
support another banking office and WTB would
not have been permitted to locate a branch with-
in the corporate city limits of Cheney.
87
4/5) Wellesley Avenue/Baldwin & Ruby—Investiga-
tion was underway for information to make ap-
plication for these two offices and was put aside
after the announcement of our intent to merge
with NBC.
Interrogatory No. 48
(A) For the period January 1, 1955 to date state wheth-
er (1) Marine or its directors, officers, employees, or
other agents, or the directors, officers, employees, or other
agents of (2) NBC or (3) WTB hold or have held op-
tions to purchase stock of any Washington bank or of
any corporation which holds or controls 3% or more of
the stock of a Washington bank.
(B) If the answer to (A) is affirmative, state:
(1) The name and position of the holder of the.
option;
(2) The name and location of the bank or corpora-
tion on whose stock the option is held;
(3) The name, position, and address of the grantor
of the option;
(4) The terms and conditions of the option.
DEFENDANTS’ ANSWERS TO PLAINTIFF’S INTERROGATORIES
Answers to Interrogatory 48
For Marine and NBC:
So far as is known to its management, for the period
January 1, 1955 to date, Marine Bancorporation and its
subsidiaries and the directors, officers, employees, or other
agents thereof have not held options to purchase stock of
any Washington bank or of any corporation which holds
or controls 3% or more of the stock of any Washington
bank. If such options are or have been held, it was with-
out the knowledge of management of Marine Bancorpo-
ration or its subsidiaries and would be held as private
investments.
For WTB:
On the first day of December, 1965, WTB loaned
R. L. Goedde $51,000 at six percent (6%) annual inter-
est to be repaid in monthly installments of $500 per
. d .
month. R. L. Goedde is the Vice President and Cashier
of Farmers State Bank of Uniontown at Uniontown,
Washington, and the owner of 171 shares, which consti-
State Bank of Washington from the Estate of aed
G. Cordes and another five (5) shares from Martiis
the said 171 shares together with some life insurance,
pursuant to the terms of a pledge agreement which grants
to WTB a right of first refusal to purchase the stock.
WTB was also entitled to representation with one di-
rector on the bank’s board of directors. The pertinent
paragraph reads as follows:
That during the term of this loan, or for a period
of ten (10) years from and after date of this
agreement, whichever occurs last, if the Borrower
or their heirs, executors, administrators or assigns,
receive, from time to time, a bona fide offer to pur-
chase all or any part of their stock of the Farmers
State Bank, Uniontown, Washington, and such offer
to purchase is satisfactory to the Borrower, said
Borrower or their heirs, executors, administrators or
assigns shall immediately notify the Bank of said
offer by Registered Mail at its Main Office and the
Borrower or their heirs, executors, administrators or
assigns agree to sell said stock to a person named
by the Bank at the price and on the terms of the
offer so made, said notice shall require the person
so named, if it desires to exercise said right to pur-
chase, to make said purchase within 10 days after
such notice is received.
WTB also holds a right of first refusal to purchase
5,817 shares, which constitutes 29.085% of the capital
stock of Security Bank of Washington at Ephrata, Wash-
ington. Gordon R. Fletcher, a Vice President and Direc-
tor of the Security Bank of Washington died owning
29.085% of the bank’s capital stock. To pay death taxes,
costs of administration, and other obligations of the es-
tate, it was necessary to sell the decedent’s stock in the
Ephrata bank. To prevent this stock from falling into.
the hands of strange or unfriendly owners, William Wol-
ford, President of the bank, arranged for a group of
fourteen, all of whom were employees or officers of the
bank, to purchase from the
To finance the purchase, Wolford arranged with WTB
~
8
f
7
2
b
:
stock. The names and
these borrowers, the amount of their re-
ve loans, and the terms of repayment are all set
in the answers to Interrogatory 52. The pertinent
paragraph of the pledge agreement reads as follows:
That before Borrower shall sell or cause gle
exchanged or transferred any part or portion of sai
shares of stock hereinabove referred to, he shall no-
tify Bank in writing by registered mail at the Bank’s
address in Spokane, Washington, of his intention to
sell such stock or cause it to be exchanged or trans-
ferred, and in said notice the Borrower shall further
state the amount he has been offered for the stock,
and the price, terms and conditions of the proposed
sale. In the event the said notice specifies a trade
or exchange of said stock for property other re
cash, the value of property to be exchanged
traded for the said stock shall be set forth.
For a period of 30 days from and after the mail-
ing of said notice, the Bank shall have the exclusive
right and option to name a person to purchase the
part or portion of said stock proposed to be sold,
or transferred by the Borrower for the
price and upon the terms and conditions stated in
the notice.
Interrogatory No. 53
(A) State with respect to (1) Marine, (2) NBC, and
(3) WTB, whether any of their directors, officers, em-
‘oyees, or other agents is serving or has served at any
me since January 1, 1955 on the board of directors
of any other bank located in Washington.
— —— ᷑ . — —
90
(B) If the anSwer to (A) is affirmative, state with re-
spect to each such individual:
(1) His name and the nature of his affiliation with
a defendant at the time of such service ;
(2) The bank involved and its location ;
(3) His length of service as a director of each bank.
Answer to Interrogatory 53
For Marine and NBC:
Two former directors of Marine and NBC and one
present director of NBC have served as directors of other
banks in Washington as follows:
Keith Fisken served as a director of Washington Mu-
tual Savings Bank and also as a director of Marine and
NBC from 1955 to 1966.
Arthur W. Faragher served as a director of Pruden-
tial Mutual Savings Bank and also as a director of Ma-
rine and NBC from January 1960 to January 1971.
Winston D. Brown, a director of NBC since August
25, 1966, served as a director of Prudential Mutual
Savings Bank prior to becoming a director of NB of C.
For WTB:
During the period January 1, 1955 to date and con-
tinuing, an officer of WTB has served on a Board of
Directors of two (2) other banks located in Washington.
W. D. McLaughlin, i
the Board of Directors of Farmers
91
PLAINTIFF'S ANSWERS TO INTERVENOR’S INTERROGATORIES
(Ser No. 1)
Interrogatory 14
With respect to paragraph 21 (e) of the Complaint
state whether plaintiff contends that this paragraph, in
and of itself, alleges a violation of §7 of the Clayton
Act; and in further regard to said paragraph identify
by city or county name, zip code numbers, or other rea-
sonable delineation each of the “banking markets in other
parts of eastern. Washington” and state whether you
contend for each such “market” that it is a “section of
the country” within the meaning of §7 of the Clayton
Act, for purposes of this case.
Answer to Interrogatory 14
No. See answer to Interrogatory 15, below.
Interrogatory 15
With respect to paragraph 21(f) of the Complaint
state whether plaintiff contends that this paragraph, in
and of itself, alleges a violation of 7 of the Clayton
Act; and in further regard to said paragraph state
whether you contend that each or any of the “local mar-
kets” referred to constitute a “section of the country”
within the meaning of § 7 of the Clayton Act for pur-
poses of this case.
Answer to Interrogatory 15
No. Plaintiff contends that paragraphs 21(e) and (f)
taken together allege effects in violation of §7 of the
Clayton Act. With respect to paragraph 21 (e), plaintiff
at this time lacks the information necessary to make the
requested geographic delineations. With respect to para-
graphs 21 (e) and (f), the “banking markets” and “local
markets” referred to are “sections of the country” within
the meaning of § 7 of the Clayton Act.
|
EEE EEE EET
Interrogatory 16
‘With respect to paragraph 21(g) of the Complaint
state whether plaintiff contends that this paragraph, in
and of itself, alleges a violation of §7 of the Clayton
Act.
Answer to Interrogatory 16
No. See answer to Interrogatory 17, below.
Interrogatory 17
With respect to paragraph 21(h) of the Complaint
state whether plaintiff contends that this paragraph, in
and of itself, alleges a violation of 87 of the Clayton
Act; * ee
Answer to Interrogatory 17
No. Plaintiff contends that paragraphs 21(g) and (h)
taken together all effects in violation of §7 of the
Clayton Act. * * *
93
DEPOSITION OF ROBERT F. BuCK TAKEN AUGUST 16, 1972
DIRECT EXAMINATION
BY MR. TORRE:
Q. State your name, please?
A. Robert F. Buck.
Q Your address?
A. 1611 Roanoke Way, Mercer Island, Washington.
Q. Are you employed by the National Bank of Com-
merce?
Q. What is your position?
A. Senior vice-president.
Q. And what are your duties in that capacity?
A. Well, they are multi, but in general I am in charge
of business development for the bank.
Q. And what does that encompass?
A. Well, if I can recall correctly, I have reporting to
me people who operate the BankAmericard, the so-called
Business Development Department, which includes Ad-
vertising, Marketing, Public Affairs, Governmental Rela-
tions, the National Division, the Metropolitan Division,
and in addtion I also have another small truncated opera-
ton called Urban Affairs reporting to me.
Q. Do you serve on any management committees of
the bank?
A. Yes.
Q. Which ones do you serve on?
A. Well, there is only one so-called management com-
mittee on which I serve. There are a number of special
committees on which I serve. Are you interested in them?
Q. Yes.
A. I am Chairman of the BankAmericard Committee,
I am Chairman of the Business Development Committee,
Branch Expansion Committee, I serve ex-officio on the
Budget Committee. There may be some others.
94
Q. Are you Chairman of the Branch Expansion Com-
mittee?
A. Yes.
Q. And what are your duties as the Chairman of the
Branch Expansion Committee?
A. Preside over its meetings primarily. But tech-
nically I would assume that I would be responsible for
analyzing and approving the applications of the branches
that we submit to the Comptroller.
Q. What means are available to the National Bank of
Commerce to establish branches?
A. Are you talking about de novo branches?
Q. Yes. Are there other types?
A. Yes, I think there are.
Q. And what are the other types of branches that can
be established?
A. I am not sure I know all of them, but I know we
can acquire branches by purchase, we can establish
branches de novo in certain circumstances within the
limitations of the rather stringent Washington law.
Q. Do you know what that law is?
A. I am not going to be prepared to say I know
exactly. My general recollection is that we can establish
de novo branches inside the City of Seattle, which is the
head office of the bank. We can establish de novo branches
in King County in which the City of Seattle is located, in
unincorporated areas where we can establish facts justify-
ing the bank on economic grounds.
I believe in the rest of the state we are restricted to de
novo branching only in areas that are incorporated in
which there is no bank.
Q. You can acquire banks in order to establish
branches, is that correct?
A. We can buy banks and make them into branches of
our bank as I understand it. .
Q. Can you promote the organization of banks and
their chartering and then acquire them as branches?
A. I don’t know.
Q. Why don’t you know?
A. Because, frankly, I haven’t tried to promote a bank
for the purpose of branching it except in the sense that I
95
believe that we would assist independent banks to be
established wherever we felt there was an expectation
that a bank could be established, and we would probably
desire to acquire almost any bank that was established
~ in the State of Washington under circumstances that
would permit us to acquire it because the branching laws
are so restrictive that outside of King County, we have
no way to branch except by acquisition.
Q. If you so assisted the establishment of a bank in
an area where you thought the prospects for a bank were
good, would you seek to insure that you would acquire that
bank at some future time? 2
A. I am sure we would use any legal and fair means
of trying to establish a basis on which we could acquire
it, sure. ö
Q. What means could you use to so insure the acquisi-
tion of a bank that you were promoting?
A. Well, I think that we would certainly offer to assist
them in their organization, give them advice on how to
go about setting up a bank.
We quite possibly would be interested in assisting them
to find management for the bank. We would hope that we
would get the correspondent relationship with such a
bank. In some instances I suppose we might be interested
in making a loan to some of the people who would be
stockholders for the purpose of acquiring their stock.
Q. Would this be used to get leverage or some sort
of relationship with them in order to acquire their stock at
some future time?
A. It depends on what you mean by leverage. I assume
that we would be doing it because we felt that there would
be some advantage. But what is leverage? Leverage is
taking somebody to lunch too.
Q. Has the National Bank of Commerce inspired in-
dividuals to organize a bank and assisted the individuals
in organizing a bank and chartering a bank?
A. Yes.
Q. What bank was this or what banks?
96
A. I only know of one, and I am not sure whether we
inspired it, but we certainly assisted the Columbia Center
National Bank in Kennewick.
Q. Was it the intention of management of the National
Bank of Commerce at the time it sponsored or assisted or
promoted or inspired such a bank to be organized and
chartered to eventually acquire that bank?
A. Well, within my qualification to answer for the
management of the bank, which is strictly limited, I
really don’t know what the president of the bank or chief
executive officer had in mind. I am a very competitive
individual and I certainly hoped that we would be able
to acquire the bank.
Q. Do you know of other banks in the State of Wash-
ington that have established branches by promoting or
sponsoring the creation of banks and subsequently acquir-
ing them?
A. Ihave had no direct knowledge of that.
Q. When you say you have no direct knowledge, what
do you mean by that?
A. Well, I have heard rumors that this has been done,
but I did not participate and I have never talked to any-
body who admitted that he had done it, so I frankly have
nothing but general gossip as to the subject.
Q. Do these sources of information lead you to be-
lieve that other banks have done it?
A. I am not—I don’t know that they have. I know
that there is speculation that they may have, but I don’t
know what the facts were, so it’s very difficult for me
to say.
Q. Was the assistance of the National Bank of Com-
merce that was given to the Columbia Center National
Bank promoters done with the knowledge and consent of
the Comptroller of the Currency?
A. Well, I don’t really know what he knew. He knew
certain things that we were doing to assist the establish-
ment of the bank.
97
Q. Did you have meetings with officials of the office
of the Comptroller of the Currency regarding this matter?
MR. MOEN: Pardon me, Counsel, are you referring
THE WITNESS: The representatives you say?
Q. (By Mr. Torre) Representatives for the Comp-
troller himself or his subordinates.
A. I never talked to the Comptroller. I believe I
talked to some people from the Comptroller’s office in
Portland on the telephone. I am not really sure whether
I ever visited with them in person. I have been in the
Comptroller’s office in Portland on a couple of occasions,
but I really believe they were on behalf of branches of
our bank and not in connection with this.
Q. What role did you play in the organization of the
Columbia Center National Bank?
A. Well, let’s see, why don’t you give me some par-
ticulars? This was a process that took a number of years,
and I am not—and I was involved in consultations about
the subject on many occasions, But what is it that you
particularly want?
Q. Generally speaking, what did you do with regard
to
A. I assisted in their search for a manager for one
thing, I assisted in the effort to provide the economic
justification for the branch, I think I discussed with
Mr. Loney people who would be useful in the community
in terms of their becoming directors and providing busi-
ness to the bank.
I believe I went over the articles and by-laws, the forms
and procedures that they submitted to the Comptroller.
I guess you would say I was involved in a good deal of it.
Q. Did you assemble and help draft the application for
the charter?
A. I did not, but I am not sure but what some of our
people helped on it.
Q. Did you review that charter application before it
went to the Comptroller of the Currency?
98
A. I think I did the second one, but I am not sure
about the first one.
Q. For the record would you identify who Mr. Loney
is?
A. Chairman of the Board of the Columbia Center
National Bank. ö 7
Q. Was he the primary organizer of that bank or
promoter?
A. I believe so.
Q. Would it be fair to characterize your position vis-
a-vis the National Bank of Commerce from the Colum-
bia Center National Bank as liaison in this organizational
process?
A. I think so.
Q. Did you have veto power over any of the actions
taken in the organization of that bank by the organizers?
A. Certainly not.
Q. Would they come to you for advice on a regular
basis in their process of organization and chartering?
A. I don’t think that there was any regular basis, but
when Mr. Loney had questions, he occasionally called and
wrote about it. I think he probably visited the bank and
talked to me on a couple of occasions.
Q. Would you explain the process and the procedure
that was involved in organizing the Columbia Center Na-
tional Bank and what the National Bank of Commerce
did precisely to assist in its organization, specifically,
property, building, facilities, equipment, management?
A. Well, you are gong to have to refresh my memory
on some of these as we go along.
Q. What did they do with regard to the land upon
which the bank was to be built?
A. Well, we have to go back to how this all came
about, I guess. Although I didn’t personally discuss it,
my understanding is that we were approached by Allied
Stores or Realbon, which I believe is a real estate devel-
opment affiliate of Allied Stores, which was the developer
of the Columbia Center Shopping Center to establish a
branch in that bank—pardon me, that shopping center,
ea
99
and my recollection further is that we probably explored
whether it could be a branch and came to the conclusion
that it could not be a branch unless they went ahead and
organized the community as a city, and after this was
done, and I don’t really know when I came into the pic-
ture, but I believe this had all been explored coinciden-
tally with the time that the establishment of an independ-
ent bank was contemplated.
Q. You mentioned that the National Bank of Com-
merce could branch if the area was organized into a city;
was any thought given to promoting that idea?
A. I have no personal knowledge that it was, but on—
I believe that it was from conversations that I have heard.
I did not participate in it as far as I know.
Q. Who would have knowledge with regard to this?
A. I suspect the people in Allied Stores explored this
because we undoubtedly told them that we couldn’t branch
unless this was an incorporated area.
Q. After Allied Stores came to you, that is the Na-
tional Bank of Commerce, what did the bank do once it
determined it could not branch de novo into the area in
which the Allied Stores wanted a branch of your bank
located?
A. I don’t know who approached Mr. Loney or whether
he approved us or whether others in the Tri-Cities com-
munity approached us because these plans were general
knowledge in the community. It’s a new area and a
number of banks have been formed de novo in that area.
So I honestly can’t tell you whether Mr. Loney approached
us after discussions with others over there or whether
we conceived the idea of trying to get a bank established
in the area. But in any event, I did discuss it on a num-
ber of occasions with Mr. Loney.
Q. You mentioned that a number of banks had been
organized in the area, what banks were these?
A. Well, I think specifically the Bank of Richland, the
Bank of Kennewick were both formed in the post-War
years, and this is almost by definition true because there
was almost literally nothing there until the War.
Q. Were any banks formed since 1960?
A. I don’t know.
\ 100
\
Q. The banks you mentioned, are they still existing as
independent banks or have they been acquired by other
banks? :
A. I believe they have been acquired.
Q. Who have they been acquired by?
A. The Bank of Richland I believe by the Old Na-
tional Bank in Spokane, I don’t know who acquired the
other one, the Bank of Kennewick.
Q. Do you have any reason to believe that the Bank
of Richland was sponsored by the Old National Bank of
Spokane?
A. No personal knowledge, but again it’s a matter of
gossip.
Q. A matter of gossip that it was sponsored?
A. Yes.
Q. If we will continue with the assistance that was
given by the NB of C in establishing the bank, what did
they do as far as acquiring the land on which to build
the bank?
A. They never did acquire it. You have to remem-
ber that Allied Stores was not interested in a little ordi-
nary independent Bank with no financial security and no
expertise in that kind of a shopping center. It was their
intention to make this the premier shopping center of
Southeastern Washington, and they obviously approached
us because they thought from the experience that they had
in establishing shopping centers in King County that a
bank of our size would be interested in being in this kind
of a shopping center, and obviously, we would have been.
But they were not at all interested in having just an or-
dinary community bank I think in that shopping center
because they wanted financial assurance that whoever
signed that lease was going to be responsible, and they
wanted to have a kind of a building built that would be a
credit to the shopping center and would be the kind of a
building that everybody else was going to have to build
if they were going to be a tenant. This was one of the
problems in establishing an independent bank, which by
definition might have problems in meeting the financial
commitments of that kind of a buildnig.
101
So it is my understanding that—well, I don’t know who
is the lessee, whether it is an affiliate of the National
Bank of Commerce and then there is a sub-lease to the
Columbia Center National Bank, but I believe it is, so
that in some way we are on the hook.
Q. There is a ground lease, is that correct?
A. Yes, there is a ground | „but I say I am not
sure exactly to whom it is, whether it is the King County
Building Corporation, which is a subsidiary of Marine
Bancorporation as the National Bank of Commerce is or
how that was done. But I am quite sure they wanted some
assurance that we were going to provide some muscle to
this entity, and we did.
Q. Who would know the details of the arrangements
involved in the lease, who were the parties on the lease
and so forth?
A. Well, that would be in our files.
Q. Was there any provision, to your knowledge, writ-
ten in the lease with regard to exclusivity, that is, that
the Columbia Center National Bank or the National
Bank of Commerce would be the only bank permitted in
Columbia Center?
A. I don’t know. I don’t remember reviewing the
lease, but.my belief would be that there was not because
I think they were aware of the fact they can’t do that.
Q. Who financed and built the building for the Colum-
bia Center National Bank?
A. If it was the King County Building Corporation
that was the ground lessee, then I believe they did and
then entered into a lease agreement with the Columbia
Center National Bank.
Q. Who is the King County Building Company, who
are they?
A. This is—I believe the name has been changed re-
cently, but at that time it was a wholly owned sub-
sidiary of the Marine Bancorporation.
Q. What is its new name?
A. I don’t know, it’s Commerce something, but—that
can be supplied.
3 Is it still a subsidiary of the Marine Bancorpora-
11 ³˙¹m ²˙ M 7˙ *
102
A. Yes.
Q. Was it necessary for you acting as liaison for the
National Bank of Commerce to give assurances to the
Comptroller of the Currency that you stood behind and
intended perhaps at a future time to acquire the Colum-
bia Center National Bank?
A. You have got two questions there.
Q. Well, let’s take the first one—
MR. HARTMAN: You have got three questions, the
necessity of it all.
THE WITNESS: What is the question now?
MR. TORRE: I will break it down.
Q. (By Mr. Torre) In your role as liaison for the
National Bank of Commerce to the Columbia Center Na-
tional Bank, was it also necessary for you to make known
the intention of the bank, the National Bank of Com-
merce, to stand behind Columbia Center National Bank?
A. We gave the Comptroller indirectly through his
regional office assurances that we would supply manage-
ment and that we would supply all assistance that might
be required to make this a viable, independent bank.
Q. Did you indicate to him that you had hopes of
eventually acquiring this bank as a branch?
A. I wouldn’t be surprised. I don’t think that is a
secret. We have ambitions to acquire anything we can
acquire.
Q. Do you have a ball park figure on what the overall
cost to the National Bank of Commerce was in this whole
process of organizing, chartering and helping to operate
the Columbia Center National Bank?
A. I have a recollection that the building cost some-
thing in excess of a quarter million dollars, but indirect
expenses, I have no knowledge of.
Q. Could you estimate?
A. No, I have no way of knowing. How do you charge
my time and people’s time?
Q. How would you compare the cost of organizing that
kind of a bank as opposed to establishing a branch office
de novo in a similar location where you could establish
a branch de novo? Let’s assume you could establish a
—
103
branch de novo, how would you compare that cost with the
cost of sponsoring a bank?
A. Substantially less.
Q. Substantially less?
A. Yes. The cost of establishing a de novo branch
would be substantially less because, obviously, you don’t
have to go through all the legal steps of incorporating,
selling stock and a lot of things that were done. We
didn’t do them, but somebody did.
Q. Did you assume the cost of issuing stock for Colum-
bia Center National Bank?
A. No.
Q. Did you give loans to people to buy the stock in the
Columbia Center National Bank?
A. I never did. I honestly don’t know.
Q. By you I mean the National Bank of Commerce.
A. I don’t know. I was not involved in considera-
tion of any loan for that purpose to the best of my
recollection.
Q. Do you know who was, if anyone was?
A. I don’t know that anyone was, so I don’t have
any recollection that anybody was.
Q. Did the bank—
A. Wait a minute, I believe we may have assisted
Mr. Horning to acquire some stock, who is the president
of the bank.
Q. And how did you assist Mr. Horning in acquiring
some stock?
A. I am not sure that we did. I said I believe we
may have made him a loan to acquire some stock.
Q. Do you know if the bank indirectly assisted in-
dividuals to get loans to purchase the stock from other
financial institutions?
A. No, I don’t know that they did. These stockholders
were men of mostly independent means and they may
have arranged for credit in various places, and in fact,
some of them may have borrowed the money from some
of our branches, but I was not involved in it and I don’t
i
104
Q. The National Bank of Commerce assumed the costs
of leasing the land and building the building for the
Columbia Center National Bank, is that correct?
A. The King County Building Corporation, I believe,
not the bank.
Q. The King County Building Corporation was a
subsidiary of the Bancorporation?
A. Yes,
Q. The National Bank of Commerce would have to
do the same thing if it were going to establish a branch,
is that correct, they would have leased the land or buy
the land, they would have to build the building?
A. Correct.
Q. Would the building be similar to the one built
for the Columbia Center National Bank as the one built
as a branch de novo for the National Bank of Commerce?
A. If it were in that shopping center, it woud have
to meet the specifications of the shopping center de-
veloper, and it would be that kind of a building or they
wouldn’t be there.
Q. Who assumed the cost of the salaries for the
management of the Columbia Center National Bank, was
it paid by the Columbia Center National Bank or was
it paid indirectly by the National Bank of Commerce?
A. Well, Mr. Horning, who is the president of that
bank, was a manager of one of our branches up until
the time that he was elected or selected by the organizer
to be a director or to be the president of the bank. I am
almost positive that we never paid his salary after the
bank was organized because I don’t see how we could.
I 2 the r sad to your question, isn’t it?
you woul ve, of course, to pay the salary
of staffing a branch if you had established a de novo
branch?
A. Yes.
Q. Would you agree that there is less risk involved
in establishing a de novo—strike that.
Would you say that there is less risk involved in
sponsoring a bank and hoping to eventually acquire it as
a branch than in entering de novo on the same site?
A. Yes.
105
Q. Is there any reason, Mr. Buck, why the National
Bank of Commerce couldn’t seek to establish branches in
areas where it is not permitted to branch de novo by
sponsoring organizational banks in those areas and
eventually acquiring those banks as branches?
A. Economic reasons.
Q. What are those economic reasons?
A. Well, there aren’t very many places in the state
where there are not already sufficient branches, to be
honest with you. You have to find a very promising
growth situation in order to justify the expense, and
this Columbia Center was one of those very promising
new areas where a whole new community was being
established. So it was an exceptional situation.
MR. HARTMAN: Do you put any time connotation
on the word eventually? Does that mean any time in
the future or does it mean within five years?
MR. TORRE: I will just stand on eventually. I don’t
think it is necessary to qualify it. He answered it.
A. Well, may I say that we have been using this
word “sponsor,” I think we should better have a definition
of what you mean by “sponsor,” because as far as I
am concerned in a state where de novo branches is
almost prohibited, there is certainly nothing illegal in
encouraging the establishment of independent banks
which you might, hope to acquire, and that is what I
call sponsoring. So if we are using the word in the
same sense
Q. Yes, we are.
A. Okay.
Q. We are not contending that it is illegal.
A. No, I understand you are not.
Q. So you would say then if there was an opportunity
in a community presented by prospects of future growth,
that the bank would consider sponsoring a de novo bank?
A. In the terms of assisting in the establishment of
that bank within the legal metes and bounds of what
we can do, why, yes, we would.
Q. Were you ever told by any bank regulatory agency
that this procedure was illegal or improper?
A. Was I? No.
el
106
Q. Was the bank, to your knowledge, ever told that?
A. Not to my knowledge.
Q. Was this question ever raised by the Comptroller
of the Currency to you?
A. No.
Q. In your meetings?
A. No. ;
Q. Mr. Buck, I am going to give you a letter written
December 29, 1967, apparently by yourself to Mr. Dean
W. Loney—
MR. MOEN: What is the date on that?
Q. (By Mr. Torre) December 29, 1967. If you
would look at that and read it over.
(Brief pause.)
A. Okay.
Q. Have you read the document?
A. Yes, sir.
MR. HARTMAN: I haven’t read it yet.
(Brief pause.)
Q. (By Mr. Torre) Did you write this letter, Mr.
Buck?
A. Yes, sir. —
Q. Did you write it in your capacity as vice-presi-
dent for the National Bank of Commerce?
A. Yes.
Q. Did you write it in your capacity as liaison be-
tween the National Bank of Commerce and the Co-
lumbia Center National Bank?
A. Yes.
Q. Is that photocopy a true and accurate copy of the
original letter written by you?
A. It appears to be.
Q. Why was it necessary for you to write that letter?
A. Well, my recollection is that the Comptroller had
denied the original application because—well, I guess
I shan’t say because I don’t know. They don’t give
reasons for denial generally, they just didn’t approve
it, and in trying to ‘assist the organizers, in conversa-
tion with the Comptroller, we ascertained that one of
107
the problems was weakness in proposed management, and
so I wrote this letter as a commitment to the Comptroller
to supply certain strengths to this new bank which ap-
parently it didn’t have inside its own resources at the
time.
Q. Prior to the denial by the Comptroller of the first
application submitted, was the National Bank of Com-
merce involved in assisting in the organization of the
Bank?
A. Well, the time Sequence is so long that I don’t
know to what degree we were. I would have to say we
were involved, but certainly not as we were later on
under this one.
MR. HARTMAN: Have you made this a deposition
exhibit yet?
MR. TORRE: I will in due course.
MR. HARTMAN: I thought I missed something.
MR. TORRE: We will have it attached to the deposi-
tion and identified as Buck Exhibit No. 1.
(Buck Deposition Exhibit No. 1 marked for identifi-
cation by the reporter.)
Q. (By Mr. Torre) I will give you a document now,
a letter dated January 8, 1968, to Mr. Kenneth W.
Leaf, Regional Administrator of the National Banks,
Portland, Oregon, from Mr. Dean Loney, and we will
have this marked as Buck Exhibit No. 2, and I will
ask you to read that and focus your attention on the
third paragraph of that letter.
(Buck Deposition Exhibit No. 2 marked for identifi-
cation by the reporter.)
(Brief pause.)
A. Okay. That is the one that begins, “We further
wish—”’
Q. The paragraph, “We further wish to call your
attention—”
A. Yes.
Q. Does the letter referred to in the third paragraph
of Buck Exhibit No. 2 refer to the letter identified in
.
108
the record as Buck Exhibit No. 1 that you just ex-
amined and identified?
A. I can’t absolutely state that it does because there
is no copy of it attached, but I assume it does.
Q. Directing your attention to the upper right-hand
corner of the letter, Mr. Buck, would you please identify,
if you can, the initials?
A. Andrew Price and Robert F. Buck.
MR. HARTMAN: You are referring to the third
paragraph of the January 8 letter?
MR. TORRE: That’s right, “We further wish to call
to your attention the attached copy of the letter—”
MR. HARTMAN: Okay.
THE WITNESS: Maybe that’s the fourth paragraph.
MR. TORRE: I am sorry.
Q. (By Mr. Torre) Do you have any reason to be-
lieve that the letter referred to is not the letter you
examined?
A. No, the letter was for the purpose—
Q. Of advising the Comptroller—
A. —of advising the Comptroller we would assist
these people.
Q. Mr. Buck, I show you now a letter dated J uly
12, 1968, which we will identify for the record as Buck
Exhibit No. 3. It is a letter addressed to you by Mr.
Dean Loney; would you please examine that?
(Buck Deposition Exhibit No. 3 marked for identifi-
cation by the reporter.)
Q. (By Mr. Torre) Do you recognize that letter,
Mr. Buck?
A. Yes, sir.
Q. - Was it received by you from Mr. Loney?
A. Yes.
Q. Could you identify the marginal notations as being
yours?
A. Well, they appear to be.
Q. I realize that copy is not the best, but if you
could try—
109
A. It looks like my handwriting. I don’t have any
present recollection of writing it, but it looks like my
handwriting.
Q. Can you read it?
A. Yes, I can read some of it.
Q. Well, the first paragraph of the letter, “This
letter is written following the meeting with Frank Abers-
feller and Jim Dunham in Seattle on Thursday, July
11.” Would you please identify those two individuals?
A. Mr. Abersfeller is in charge of Correspondent
Banking relationships for the bank, and Mr. Dunham,
he’s in our Bank Property Administration Division.
“ Q. What were their duties with regard to the Co-
lumbia Center National Bank that necessitated their
meeting with Mr. Loney?
A. Well, Mr. Abersfeller in the Correspondent Bank-
ing Division would perform his liaison function with
organizers of banks with whom we expected to become
a correspondent, and Mr. Dunham in this case I believe
was involved because of the construction of the building
at Columbia Center.
Q. Directing your attention to the Paragraph No.
3 at the bottom of the first page, it says, “We need a
clear definition and understanding of the management
responsibilities as between the directors of the unit bank
and the management of the National Bank of Commerce.
For instance, many of the steps taken initially will have
a bearing on the long range operation of the bank many
years after it has changed from a unit bank to a branch
bank. It would seem to make better economic sense that
all plans point to the long range operation rather than
the short term unit operation.”
Did Mr. Loney have reason to believe that the bank
was going to be acquired definitely by the National Bank
of Commerce?
A. Not in my opinion.
Q. Why do you think they referred to the bank long
after it became a branch, “on the long range operation
of the bank many years after it has changed from a
unit bank to a branch bank”?
—— ——
110
A. Because I think that it is very logical that the
owners—I mean that the incorporators had in mind that
it would become a branch bank. They didn’t really
want over the course of the next indefinite lifetime to
be involved in the management of the bank.
Q. Was he seeking to have the operations of the
Columbia Center National Bank made compatible with
the branch operations of the National Bank of Commerce?
A. Well, you will have to ask him, I don’t know.
I think that since Mr. Horning came from our branch
system and that we agreed to assist these people in
management, that it would have been logical to try and
make it compatible with the thing that we knew how
to do.
Q. Can you read for us your notations below Para-
graph No. 3 at the bottom of the page?
A. I am trying, I believe it says, “We will give all
requested”—which I assume is “requested”, “aid, and
in our opinion any further helpful assistance; manage-
ment will be by officers and directors plus assistance by
NB of C.”
That’s what I seem to have noted, and I assume
those are my notes for a reply to his letter.
Q. The second point, will you read that, please?
A. “We agree to long range planning desirable.”
Q. What do you mean by that? When you wrote
that, what did you mean?
A. I don’t really know, but I assume, and you have
to remember that we admitted that we would like to
acquire this bank, and within that framework, a long
range plan that fitted into our system would be ex-
amined, and I would say that today.
Q. Would you say there is a general understanding
between the bank and its organizers that the bank would
be acquired at some future time?
A. No, I did not.
Q. There was no understanding at all, you say, that
the bank would be acquired?
A. Well, what’s an understanding, is that an agree-
ment?
Q. Well, do you understand by agreement that—
111
A. There was no agreement that the bank would be
acquired.
Q. You are saying there was no formal agreement,
written agreement?
A. There was no informal agreement either.
Q. Was the expectation of the National Bank of Com-
merce that they would acquire this bank at some time?
A. Well, what is an expectation?
Q. They hoped.
A. It was our hope that it could be acquired.
Q. Was it the expectation or hope of the organizers
that it would be acquired by the National Bank of
Commerce?
A. Oh, again you going to have to speak to
them.
Q. To your knowledge from reading Mr. Loney’s
letter.
A. I can only say I think they thought it would be
acquired by somebody at some time, but we hoped that
it would be acquired by the National Bank of Commerce
and that the assistance that we were giving to them
in getting it established would add some inducement to
them in addition to whatever the price might be some-
time and make a sale to us.
Q. Do you understand Mr. Loney’s language in Para-
graph No. 3 as being in expectation of an eventual
acquisition by NB of C?
A. Well, it certainly consisted of that, yes.
Q. Mr. Buck, I hand you now a letter—another copy
of a letter, that same letter that you have looked at,
Buck Exhibit No. 3, can you identify the handwriting
in the margins of that letter?
A. No, I cannot.
MR. HARTMAN: Is that the same letter?
MR. TORRE: The same letter, different marginal
notations,
MR. HARTMAN: Why don’t you introduce it?
MR. TORRE: I don’t want to introduce it unless he
can identify it. I only asked if he can identify it.
THE WITNESS: No, I have no idea.
Be
112
Q. (By Mr. Torre) Again referring to this letter of
July 12, did you respond to that, do you recall, by letter
or by phone?
A. I don’t recall. If I responded by letter, there
would be a letter in the file, I would assume.
Q. Mr. Buck, I will show you now a document headed,
“Credit Memoranda, Columbia Center National Bank,
Kennewick, Washington,” and it is a series of memo
notations by various individuals. At the bottom of the
first page and the top of the second page is a notation,
“12-21-67,” apparently that is December 21, 1967, with
the initials, R. F. B.“ in capitalizations.
We will have this noted as Buck Exhibit No. 4. Would
you please look at that? That is in that group of docu-
ments.
(Buck Deposition Exhibit No. 4 marked for identifi-
cation by the reporter.)
Q. Directing your attention to the top of the second
page—do you recognize this document or that part of this
document with the initials “R.F.B.” as being authored
by yourself?
A. Yes, sir.
Q. And is the R. F. B.“ Robert F. Buck?
A. Yes, right.
Q. Did you write this in the ordinary course of your
business activities as vice-president of the National Bank
of Commerce?
A. I am sure I did.
Q. At the top of the second page it discusses a meet-
ing that you and Mr. Fields had and Mr. Loney and Mr.
Leaf who were in attendance, and it says Mr. Leaf made
it clear to you that it would be desirable to have Messrs.
Sotwell, Funk, Broughton, Hemphill and Carrington ap-
pear as part of the organizing group and not merely
as prospective stockholders.
He also indicated that it would be helpful to have
some explanation of the supporting role of NB of C.
First, would you please identify the individuals named
in that first paragraph? Who is Mr. Fields?
113
A. Mr. Fields was the economist that we—I don’t
know whether we—or who contracted with him, but we
at least negotiated in and assisted in obtaining Mr.
This text is long and has been trimmed here. Open the source document for the complete record.
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.