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Have you seen this letter, Mr. Jennings, or a copy of it, until now?
Mr. JENNINGS. I have seen similar letters that have gone to other banks on roughly the same matter from the Department of Justice. Mr. MALETZ. That sets forth, I think, eight categories— Mr. GIDNEY. Could we have this copy? The CHAIRMAN. Yes; surely. (The letter referred to is as follows:)
JANUARY 25, 1957. Mr. JAMES S. ROCKEFELLER, President, First National City Bank of New York,
New York, N. Y. DEAR MR. ROCKEFELLER: In connection with our responsibilities to enforce the antitrust laws, we have taken note of the proposal for the formation of a "hank-holding company by the First National City Bank of New York, City Bank Farmers Trust Co., and County Trust Co., of White Plains, N. Y. To properly evaluate the effect of the formation of this bank-holding company in light of the antitrust laws, we would appreciate your supplying us with the following information:
1. Copies of the minutes of the meetings of the boards of directors of the First National City Bank, City Bank Farmers Trust Co., and County Trust Co., regarding the contemplated formation of the holding company.
2. Extent of activity of the three banking institutions in such nonbanking functions as pensions and personal trusts, corporate trusts, and bond transactions, specifying the nature or type of service rendered, operating income received from each type of service, the amount or percent each itemized operating income represents in the total operating income for each bank, and clients or customers of each of these services common to County Trust Co. and the First National City Bank and/or City Bank Farmers Trust Co.
3. Extent of activity of the three banking institutions in lending operations, either alone or in participation with other banks so designated and identified, giving the category (brokers' construction, installment, commercial, and other personal or business loans) and type or purpose of the loans, the number and general location of respective borrowers for each type of loan, the amount loaned by category and type or purpose, the nunber of borrowers in common between County Trust Co. and the First National City Bank and/or City Bank Farmers Trust Co.
4. Extent of activity of the three banking institutions in deposit operations, giving the amount of each category of deposit (domestic and foreign correspondent bank demand and time deposits), the number and general location of depositors under each category, the charge for servicing deposit accounts and interest paid on savings deposits, the number of depositors in common between County Trust Co. and the First National City Bank and/or City Bank Farmers Trust Co.
5. Extent of activity of the three banking institutions in such nonbanking fields as real estate, insurance, mutual investment funds, etc., specifying the nature or type of business transacted in each category, the amount of operating income received from each category, and the amount or percent of operating income each of these nonbanking activities represents in the total operating income of each bank, and clients or customers of these nonbanking activities in common between County Trust Co. and the First National City Bank and/or City Bank Farmers Trust Co.
6. Indicate the nature and extent of services the proposed holding company will furnish to its constituent banks.
7. Indicate for each of the three banking institutions its legal or equitable stock or asset interest or ownership in other banks, financial institutions or commercial enterprises, specifying as to the amount and type of interest
and the nature of such businesses. If, in certain instances, exact details or amounts requested are not readily 'available, estimates, so indicated, will be satisfactory for our purposes.
Should you or your counsel desire to submit this information personally here in Washington rather than by mail, please feel free to contact Mr. Ephraim Jacobs, Chief, Legislation and Clearance Section, to arrange a mutually convenient time. Sincerely yours,
VICTOR R. HANSEN, Assistant Attorney General, Antitrust Division.
Mr. GIDNEY. We appreciate having it.
Mr. MALETZ. The letter sets forth detailed items of information which the Department of Justice is now attempting to obtain. Could you, Mr. Gidney, indicate what items set forth in that letter you have already investigated?
Mr. GIDNEY. Well, I am taking this in a hasty look--copies of the minutes of the meeting
The CHAIRMAN. You can supply that by letter for the record Mr. Gidney.
(Subsequently, Mr. Gidney supplied the following information, which appears at p. 207.)
Mr. GIDNEY. Afl right. But I wouldn't say we have made studies of the detailed character such as you have spoken of, Mr. Chairman. We have examined the First National City Bank, having done it twice a year, 2 or 3 times in 2 years under our rules. The City Bank Farm
2 ers Trust, of course, is a State institution, and has been examined by the State bank department and by the Federal Reserve examiners. We know that the National City Bank is a large international commercial bank in the commercial field. We know that the City Bank Farmers is a trust company, and that as a general thing all matters of a fiduciary character—and that would include largely the pension funds, and all those things—are in that trust company.
In the theory of complementary matters, if the two were coming together, they would simply complement each other, and they already are owned. Now, we hold that the County Trust Co. is a commercial institution with some trust business, and that we can obtain much of this material I think is not at all needed. That is my opinion, and not necessarily that of the Department of Justice. If they wish to have it, of course,
it will be obtained for them. This comes within the functions of the Board of Governors. I think someone I think it has been suggested that we acted hastily on our recommendations—we acted strictly in accordance with what the law said, we put our recommendation in, and we took the time allowed to give the study. We had to put it in in 30 days, and we put it in on the last day.
Mr. MALETZ. But you didn't conduct the detailed type of investigation that the Department of Justice is now conducting?
Mr. GIDNEY. We didn't go into every one of these things the way they did.
Mr. MALETZ. Will you specify which ones you did go into?
Mr. MALETZ. Did you make an investigation to determine what the competitive effects of the transaction might be on other banks in Westchester County?
Mr. GIDNEY. We considered that from our knowledge of the situation.
Mr. MALETZ. Did you interview any bankers in Westchester County?
Mr. GIDNEY. We had some letters from some banks in Westchester County.
Mr. MALETZ. Did you make investigations to show the amount of commuter traffic between Westchester County and New York City ?
Mr. GIDNEY. We took that for granted as very large.
Mr. MALETZ. Did you make any specific investigation to determine that?
Mr. GIDNEY. No; we did not. I was a commuter myself for 25 years, but not in Westchester County.
Mr. MALETZ. Can you tell the committee why you didn't feel it necessary to conduct a detailed kind of investigation such as that which the Attorney General is now conducting in order to ascertain the competitive consequences of this transaction?
Mr. GIDNEY. I don't want to sound presumptuous, but the Attorney General will have to take a detailed study of this kind and work with it quite awhile before he has the information that is in our files and in our minds continuously.
Mr. MALETZ. Did you supply information respecting this transaction to the Department of Justice?
Mr. GIDNEY. We did not; that was not our function.
Mr. MALETZ. Did the Department of Justice request information from you respecting this transaction?
Mr. GIDNEY. They did not.
Mr. JENNINGS. They did not. We knew, of course, that they tied in with the Federal Reserve System. They didn't contact us on that.
Mr. GIDNEY. We consider, or course, that this has been placed in the hands of the Board, and we make a recommendation.
Mr. MALETZ. Is it not correct, Mr. Comptroller, that you have testified several times in the past that your office would not approve any merger where the effect may be substantially to lessen competition or to tend to create a monopoly?
Mr. GIDNEY. We maintain that we have not approved any merger where the effect would be substantially to lessen competition or create a monopoly.
Mr. MALETZ. I understand. But is it your practice not to approve any merger where the effect may be substantially to lessen competition or tend to create a monopoly, is that right?
Mr. GIDNEY. We have disapproved several with that in mind.
Mr. MALETZ. Is it your practice, if I may repeat the question, not to approve any bank merger where the effect may be substantially to lessen competition or tend to create a monopoly?
Mr. GIDNEY. I say, that has been our practice. We have not approved any where it could be.
Mr. MALETZ. That is your practice?
Mr. MALETZ. From 1950 to the present date how many mergers have you and your predecessors approved ?
Mr. GIDNEY. I don't have those figures-yes, I do, somewhere here
Mr. JENNINGS. I can give the figure: 1950 through 1956, 565.
Mr. JENNINGS. I have got it split up here. For the year 1956, 105 approvals, total assets, $2,381 million.
And for the period January 1, 1950, through December 31, 1955, 460, total assets, $6,077 million.
Mr. Malatz. Do you have figures for preceding years?
Mr. GIDNEY. I think we have placed it in the record previously, and we can bring it up to date, and we would be very glad to do that. The CHAIRMAN. Can you give us roughly the number of mergers and the amounts involved since those last figures—was it May 1956?'
Mr. JENNINGS. No; the figures that I gave you were for the year 1956, the 105 mergers were for the whole year 1956, and the assets were $2,381 million.
The CHAIRMAN. That takes it up to what date?
Mr. JENNINGS. That takes it up to December 31, 1956. And then the other figures were the period from January 1, 1950, to December 31, 1955. So, adding them together, you have the total period.
Mr. GIDNEY. You would like to have us put those together and give them to you?
Mr. Malerz. If you could.
Mr. MALETZ. A list of the mergers for each year since 1950 which have been approved by the Office of the Comptroller of the Currency
Mr.GIDNEY. That is the list of the actual individual
Mr. MALETZ, Yes; setting forth the amount and assets involved in each case.
Mr. JENNINGS. The individual cases ?
Mr. GIDNEY. That has been in the record up to some date; I don't remember which.
Mr. MALETZ. Information in this committee's record is not broken down showing the cases which came within the jurisdiction of the Comptroller of the Currency, because some of the transactions involved a merger between a National and a State bank, resulting in a State bank.
Mr. JENNINGS. We don't have all of the details, although I think we have most of them. You are just interested in what the Comptroller has done on the national-bank side; you are not interested in what the 48 States have done in approving mergers?
Mr. MALETZ. You can include the latter in a separate list, if you like.
Mr. JENNINGS. I just wanted to know what you were interested in.
Mr. MALETZ. Yes; of course. I would like to know first which. mergers the Comptroller of the Currency has approved.
Mr. JENNINGS. I have the figures here on the number that the State superintendents have approved over the same period.
Mr. MALETZ. What is that number?
Mr. JENNINGS. For the year 1956, again separate, 81 cases; total resources, $582 million. Now, for the years January 1, 1950, to December 31, 1955, 370; total resources, $12,531,000,000.
Mr. GIDNEY. Mr. Maletz, at page 480 of the hearings, No. 1, is a list which brought it up, I think, to beyond 1953. What you would like to have us do is to bring that up
Mr. Malerz. No, sir, for the reason that that list does not distinguish between mergers between national banks subject to approval by the Comptroller of the Currency and mergers between a National and a State bank subject to the jurisdiction of the State supervisors.
Mr. JENNINGS. I believe that that was submitted to the Senate Banking and Currency Committee, that breakdown, but not by individual banks.
Mr. GIDNEY. Yes; it is here by individual banks.
Mr. JENNINGS. In the Senate Banking and Currency Committee report?
Mr. GIDNEY. Pages 480 to 492, hearings before Subcommittee No. 5, part 1, serial No. 3, May 1955, show national banks merged and consolidated with the other banks.
Mr. KEATING. We don't want the Senate to know anything we don't know.
Mr. GIDNEY. This is a House document, this committee, serial No. 3, part 1, 1955. You would like to have that brought down to date, I take it?
Mr. MALETz. Not only brought up to date, but also divided to show mergers approved by the Comptroller of the Currency and mergers approved by the State bank supervisors.
Mr. GIDNEY. Mr. Maletz, this did not have the mergers between State banks; whether we shall be wholly successful in getting that for you, I don't know. We can try.
Mr. MALETZ. For example, in the record of this committee, part 1, Current Antitrust Problems, Purchases of National Banks by National and State Banks During the Year Ending December 31, 1953, it is not possible to know which transaction was subject to your jurisdiction of the State banks.
Mr. GIDNEY. You would like to have them so divided !
Washington, D. C., March 21, 1957. Hon. EMANUEL CELLER,
House of Representatives, Washington, D. C. MY DEAR MR. CELLER: We are pleased to provide you with the following data regarding consolidations, mergers, and purchase and sale transactions. This data was requested by you on March 7, 1957, when I appeared before your committee to testify on H. R. 264 and H. R. 2143.
A. Consolidations, mergers, and purchase and sale transactions approved by the Comptroller of the Currency from January 1, 1950, through April 15, 1953.
B. Consolidations, mergers, and purchase and sale transactions approved by the present Comptroller from April 16, 1953, through December 31, 1956.
C. Consolidations, mergers, and purchase and sale transactions approved by the State banking departments from January 1, 1950, through December
31, 1956. You will note that the Office of the Comptroller of the Currency over the 7-year period approved 565 consolidations, mergers, or purchase and sale transactions involving the absorption of 565 banks with total resources of $8,456,501,474. Over the same 7-year period the several State banking departments approved similar transactions involving the absorption of 451 banks with total resources of $13,113,720,709.
We are including data showing the number of operating banks commencing January 1, 1950, and the changes that have occurred through December 31, 1956. There were 14,199 commercial and 531 mutual savings banks, or a total of 14,730 banks on January 1, 1950. On December 31, 1956, there were 13,680 commercial and 328 mutual savings banks, or a total of 14,208 banks providing service to the American people. Sincerely yours,
RAY M. GIDNEY, Comptroller of the Currency.