ORDERS ISSUED UNDER BANK HOLDING COMPANY ACT.

Orders Issued Under Section 3 of the Bank Holding Company Act

Illini Corporation Springfield, Illinois 

Order Approving Acquisition of a Bank

Illini Corporation ("Illini"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under section 3 of the BHC Act (12 U.S.C. [sections] 1842) to acquire Farmers State Bank of Camp Point, Camp Point, Illinois ("Farmers Bank").

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (64 Federal Register 41,429 (1999)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act.

Illini controls one subsidiary bank and is the 185th largest commercial banking organization in Illinois, controlling deposits of approximately $134.7 million, representing less than 1 percent of total deposits in commercial banking organizations in the state.(1) Farmers Bank is the 554th largest commercial banking organization in Illinois, controlling deposits of approximately $26.7 million, representing less than 1 percent of total deposits in commercial banking organizations in the state. On consummation of the proposal, Illini would remain the 185th largest commercial banking organization in Illinois, controlling deposits of approximately $161.3 million, representing less than 1 percent of total deposits in the state.

Illini and Farmers Bank do not compete in any banking market. Based on all the facts of record, the Board concludes that consummation of the proposal would not have a significantly adverse effect on competition or on the concentration of banking resources in any relevant banking market, and that competitive considerations are consistent with approval.

The BHC Act requires the Board to consider the financial and managerial resources and future prospects of the companies and banks involved in the proposal and certain supervisory factors. The Board has carefully considered the financial and managerial resources of Illini and its subsidiary bank in light of comments provided by a director of Illini ("Protestant").(2) The Board also has reviewed these factors in light of all the facts of record, including supervisory reports of examination and other confidential supervisory information assessing the financial and managerial resources of Illini; its subsidiary bank, Illini Bank, Sangamon, Illinois ("Illini Bank"); and Farmers Bank.

The Board notes that Illini and Illini Bank are well capitalized with satisfactory earnings and would remain well capitalized after the proposed acquisition. Illini would incur debt as a result of this proposal, and appears to have sufficient resources to service that debt without impairing Illini Bank. The Board also notes that Illini and Illini Bank have engaged in a planned streamlining of operations and have found replacements to fill a number of recent key vacancies. Farmers Bank is a well capitalized bank with satisfactory management, and Illini proposes to retain the current management of Farmers Bank. Consummation of this proposal would result in the addition of a new shareholder who would control the second largest percentage of Illini's shares and who has substantial banking experience. The Board has considered the current and proposed management resources of Illini in light of examination reports and other supervisory information provided by the Federal Deposit Insurance Corporation ("FDIC"), which is the primary federal supervisory agency for Illini Bank. Based on these and other facts of record, the Board concludes that considerations relating to the financial and managerial resources and future prospects of Illini, its subsidiary bank, and Farmers Bank are consistent with approval of the proposal, as are the other supervisory factors that the Board must consider under section 3 of the BHC Act.

The Board has carefully considered the effect of the proposed acquisition on the convenience and needs of the community to be served in light of all the facts of record. Based on all the facts of record, including the performance records of Illini Bank and Farmers Bank under the Community Reinvestment Act ("CRA") (12 U.S.C. [sections] 2901 et seq.), the Board concludes that convenience and needs considerations are consistent with approval of the proposal.(3)

Based on the foregoing, and in light of all the facts of record, the Board has determined that the application should be, and hereby is, approved.(4) Under its rules, the Board may, in its discretion, hold a public meeting or hearing on a application to acquire a bank if a meeting or hearing is necessary or appropriate to clarify factual issues related to the application and to provide an opportunity for testimony. 12 C.F.R. 225.16(e). The Board has carefully considered Protestant's request in light of all the facts of record. In the Board's view, Protestant has had ample opportunity to present his views and, in fact, has submitted written comments that have been carefully considered by the Board in acting on the proposal. Protestant's request fails to identify disputed issues of facts that are material to the Board's decision and that may be clarified by a public meeting or hearing. Protestant also has failed to show that a public meeting or hearing is necessary for the proper presentation or consideration of his views. For these reasons, and based on all the facts of record, the Board has determined that a public meeting or hearing is not required or warranted in this case. Accordingly, the request is hereby denied. Approval of the application is specifically conditioned on compliance by Illini with all the commitments made in connection with the proposal. For purposes of this order, the commitments and conditions referred to above shall be deemed to be conditions imposed in writing by the Board in connection with its findings and decision and, as such, may be enforced in proceedings under applicable law.

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

By order of the Board of Governors, effective October 25, 1999.

Voting for this action: Chairman Greenspan, Vice Chairman Ferguson, and Governors Kelley and Gramlich. Absent and not voting: Governor Meyer.

(1.) All banking data are as of June 30, 1998.

(2.) Protestant asserts that Illini has lost a number of its key management personnel over recent years, has limited managerial resources and would be unable to manage Farmers Bank, which is located 100 miles from Illini. Protestant also asserts that Illini's management is overwhelmed by litigation and has had a substantial breakdown in communication with many of Illini's shareholders. Finally, Protestant contends that the financial performance of Illini's subsidiary bank has been poor.

(3.) Illini Bank received a "satisfactory" rating at its most recent CRA performance examination by the FDIC in January 1999. Farmers Bank received a "satisfactory" rating at its most recent CRA performance examination by the FDIC, as of February 1999.

(4.) Protestant also requested that the Board hold a public meeting or hearing on the proposal. Section 3 of the BHC Act does not require the Board to hold a public hearing on an application unless the appropriate supervisory authority for the bank to be acquired makes a timely written recommendation of denial. The Board has not received such a recommendation from the appropriate supervisory authority.

ROBERT DEV. FRIERSON Associate Secretary of the Board