STATE OF FLORIDA

DIVISION OF ADMINISTRATIVE HEARINGS

FIRST NATIONAL BANK IN PALM BEACH, ) and FLORIDA BANKERS ASSOCIATION, )

)

Petitioner, )

)

vs. )

) HARRIS TRUST COMPANY OF FLORIDA, and ) OFFICE OF THE COMPTROLLER, STATE OF ) FLORIDA, )

)

Respondents. ) CASE NO. 79-1471 and )

)

THE BANK OF PALM BEACH AND TRUST ) COMPANY, FIRST BANK AND TRUST COMPANY ) OF BOCA RATON, NA, BOCA RATON NATIONAL ) BANK, BESSEMER TRUST COMPANY OF FLORIDA, ) FIRST NATIONAL BANK AND TRUST COMPANY ) OF RIVIERA BEACH, ATLANTIC NATIONAL ) BANK OF PALM BEACH COUNTY, FLORIDA ) ASSOCIATION OF REGISTERED BANK HOLDING ) COMPANIES, INC., )

)

Intervenors. )

)

REPORT

A hearing was held in the above captioned matter, after due notice, at West Palm Beach, Florida, on November 1-2, and 5-8, 1979, before Thomas C. Oldham, Hearing Officer.

APPEARANCES

For Petitioner James G. Pressly, Jr., Esquire

First National Gunster, Yoakley, Criser,

Bank in Palm Stewart and Hirsey, P.A.

Beach: First National Bank Building Palm Beach, Florida 33480

For Petitioner J. Thomas Cardwell and

Florida Bankers Michael McMahon, Esquires

Association: 17th Floor, CNA Building Post Office Box 231 Orlando, Florida 32802

For Respondent Phillip G. Newcomm, Esquire

Harris Trust Bowman Brown, Esquire

Company of Arnold L. Berman, Esquire

Florida: 1000 Southeast First National Hank Building Miami, Florida 33131

For Respondent Eugene CelIa, Esquire

Comptroller Franklyn J. Wollett, Esquire

of Florida: Office of the Comptroller The Capitol

Tallahassee, Florida 32301

For Intervenor James G. Pressly, Jr., Esquire

Bessember Trust First National Bank Building Company of Florida: Palm Beach, Florida 33480

For Intervenors First Bank and Trust Company

of Boca Raton, First J. Thomas Cardwell, Esquire National Bank and Trust Michael McMahon, Esquire Company of Riviera Beach, 17th Floor, CNA Building and Atlantic National Post Office Box 231

Bank of Palm Beach County: Orlando, Florida 32802

For Intervenor H. David Faust, Esquire

The Bank of Palm Burns, Middleton, Farrell Beach and Trust and Faust

Company: 205 Worth Avenue

Palm Beach, Florida 33480

For Intervenor Robert I. MacLaren,II, Esquire

Boca Raton Osborne and Hankins

National Bank: Post Office Drawer 40

855 South Federal Highway Suite 200

Boca Raton, Florida 33432

1. The purpose of the hearing was to receive evidence concerning the application of proposed Harris Trust Company of Florida for authorization to organize a trust company pursuant to Chapter 659, Florida Statutes.

   
   

2. The public hearing in this proceeding was preceded by prehearing conferences held on August 3 and September 17, 1979. As a result of those conferences, petitions to intervene in this proceeding were granted to the above captioned Intervenors. Petitions for intervention filed by seventeen state financial institutions were denied because their locations were outside the primary service area of the proposed trust company.

   
   

3. Motions of the Petitioners and several Intervenors to consolidate this case with five pending cases involving three similar applications in Palm Beach County were granted pursuant to Rule 28-5.07, Florida Administrative Code. Those cases consolidated with this case for hearing were Florida Association of Registered Bank Holding Companies, Inc. vs. DBT Trust Company of Florida and Office of the Comptroller, DOAH Case No. 79-1228; Florida Association of Registered Bank Holding Companies, Inc. vs. U.S. Trust Company of Florida and Office of the Comptroller, State of Florida, DOAH Case No. 79-1229; Florida

   Bankers Association vs. DBT Trust Company of Florida and Office of the Comptroller, DOAH Case No. 79-1234; Florida Bankers Association vs. U.S. Trust Company of Florida and Office of the Comptroller, State of Florida, DOAH Case No. 79-1235; and Florida Association of Registered Bank Holding Companies, Inc. and Florida Bankers Association vs. Bankers Trust Company of Florida and Office of the Comptroller, State of Florida, DOAH Case No. 79-917. Motions to consolidate these cases with that involving a similar application in Miami, Florida, Florida Bankers Association vs. Manufacturers Hanover Trust Company of Florida and Office of the Comptroller, State of Florida, DOAH Case No. 79-1190, were denied for failure to meet the criteria of similarity of facts and identity of parties, as required under Rule 28-5.07, Florida Administrative Code.

   
   

4. Bankers Trust Company of Florida, Case No. 79-917, did not participate at the hearing pursuant to Order of the Comptroller of Florida, dated October 24, 1979, which granted the Applicant's motion to hold its application in abeyance.

   
   

5. A Prehearing Order was issued on October 5, 1979, which permitted discovery requests concerning the operations of investment advisory services being conducted in Palm Beach County by the Applicant's parent corporation or affiliate, but denied discovery concerning the profitability of operations of the Applicant's parent corporation or affiliates in states other than Florida for the reason that such information would not reasonably lead to the discovery of relevant and admissible evidence in this proceeding. Various other discovery motions pending at the commencement of the hearing were rendered moot either by intervening compliance by the parties or failure to Pursue the motions at that time.

   
   

6. A motion of Petitioner and certain Intervenors for continuance of the hearing, dated October 10, 1979, predicated on the pendency of judicial proceedings in the Supreme Court of the United States concerning the constitutionality of Section 659.141, Florida Statutes, was denied by Order dated October 23, 1979. Motion of the First National Bank of Path Beach to Compel Responses of the Applicant to Interrogatories concerning the investment performance of the Applicant's parent corporation in Chicago was provisionally denied at the commencement of the hearing. Although some evidence concerning this issue was presented during the course of the hearing, the provisional ruling is confirmed herein for the reason that it was shown that investment decisions of the proposed trust company will be independently made by its officials. The Intervenor's further motion to compel the Applicant to answer interrogatories concerning litigation against the Chicago based Harris Trust and Savings Bank was denied as irrelevant to this proceeding.

   
   

7. A Motion for Continuance of the hearing filed by the Bank of Palm Beach and Trust Company on the general ground that insufficient information had been developed from prior discovery requests, and that the hearing was premature in view of current judicial and legislative events was denied as not constituting sufficient cause for continuance. It is considered that the possibility of legislative or judicial developments in the area under consideration is speculative and contingent, and that adequate time was allowed the parties to permit discovery sufficient for preparation for hearing.

   
   

8. The Applicant properly published Notice of Hearing in the Palm Beach Post on October 12, 1979, within the time period specified in Rule 3C-9.05, Florida Administrative Code. (Exhibit 6).

9. Thirty-five exhibits were offered in evidence during the consolidated hearing. All were received in evidence except for Exhibits 23, 24, 33, and 34. Exhibit 23 was the text of testimony by various representatives of Petitioner Florida Banking Association before a Congressional Subcommittee on October 16, 1979. Exhibit 24 purported to be excerpts of testimony received by the same Congressional Subcommittee on that date. Exhibit 33 was a map of Boca Raton, Florida and vicinity, and Exhibit 34 was a purported application of Proposed Security Trust Company of Palm Beach to the Comptroller of Florida. All these documents were hearsay in nature and the subject of objections by opposing parties. Exhibits 23 and 24 were rejected by the Hearing Officer as irrelevant to matters in issue in this state proceeding. Exhibit 33 purported to delineate affluent areas thereon, but was insufficiently supported by testimonial evidence. Exhibit 34 was rejected as irrelevant to this proceeding. Those exhibits used as a basis for a finding of fact herein are noted at the end of each numbered finding.

   
   

10. No member of the general public requested an opportunity to present oral or written communications at the hearing.

    
    

11. The Applicant filed a post-hearing Proposed Hearing Officer's Report, and post-hearing submissions were also filed by the Florida Bankers Association, and First National Bank in Palm Beach and Bessemer Trust Company of Florida. The latter submissions are predominantly conclusory in nature and therefore Portions of the same should be considered by the Comptroller in any Final Order rendered in this proceeding. The proposed Findings of Fact contained in the foregoing submissions have been fully considered by the Hearing Officer and those portions thereof which have not been incorporated into the Findings of Fact herein are considered to be either irrelevant, unnecessary, or unwarranted by the evidence presented at the hearing.

    
    

12. Respondent Comptroller submitted a statement of current policy of the Division of Banking, Department of Banking and Finance, as to state trust companies, together with copies of final orders issued by the Comptroller in cases involving applications of First Family Trust Company, Security Trust Company of Palm Beach, Florida, Security Trust Company of Naples, and American Savings Trust, Inc., for authority to organize proposed new trust companies. These documents were received in evidence without objection. The Comptroller's incipient policy was not controverted during the course of the hearing. (Exhibit

    5) The Comptroller and the Applicant filed post-hearing copies of the Comptroller's Final Order in the case of Security Trust Company of Palm Beach, dated November 19, 1979, and requested that it be incorporated as a Supplemental submission to Exhibit 6. It is considered inappropriate to include the requested document in the record of this proceeding, absent stipulation of all parties, since it was entered after the conclusion of the hearing. (Hearing Officer's Composite Exhibit l)

    
    

    FINDINGS OF FACT

    
    

13. On June 8, 1979, the Division of Banking, Department of Banking and Finance, received an application submitted by Stanley G. Harris, Jr., Philip O. Gentry, Wendell Gooch, Harry W. Lindhorst, and Robert H. Long (hereinafter Applicant), pursuant to Section 650.02, Florida Statutes, for authority to organize a corporation for the purpose of conducting a trust business to be located at 501 South Flagler Drive, West Palm Beach, Florida. The proposed trust company will be named "Harris Trust Company of Florida." It will be a wholly owned subsidiary of Harris Bankcorp., Inc. Chicago, Illinois. Harris Bankcorp.,

    Inc. is also the parent of Harris Trust and Savings Bank, Chicago, Illinois. (Testimony of Harris, Gooch, Exhibit 20)

    
    

14. Each organizer of the proposed trust company will be a director and the trust committee will be composed of the chief executive officer who is a director, and the investment officer and trust officer of the proposed company. The proposed chief executive officer held various positions within the trust department of Harris Trust and Savings Bank from 1939 to 1977. All of the proposed officers and directors are United States citizens and there is no evidence that any have been convicted of a criminal offense. Three of the five proposed directors have resided in Florida for at least one year, including the proposed chief executive officer. (Testimony of Gooch, Exhibit 20)

    
    

15. The proposed capital structure of the trust company will be

    $2,000,000, allocated $1,000,000 to common stock, $500,00 to surplus and

    $500,000 to undivided profits. (Testimony of Gooch, Exhibit 20)

    
    

16. The proposed trust company will utilize 3,685 square feet on the first floor of Flagler Center, located at 501 South Flagler Drive, West Palm Beach, Florida. The office space is presently leased by the Harris Trust and Savings Bank for an investment advisory representative office. The lease is for a term of nine years commencing February 1979, and will be assigned to the proposed trust company if its application is approved, The lease cost during the first three years will be $53,432.50 per annum. (Testimony of Gooch, Exhibit 20)

    
    

17. The Applicant's purpose in seeking to establish a trust company in Florida is to provide better service to a substantial portion of some 300 present customers of Harris Trust and Savings Bank who reside in the State of Florida, and to seek new trust business in the Applicant's designated Palm Beach County primary service area.

    
    

18. The Applicant proposes to offer all services normally associated with a non-deposit trust company at competitive fees. These services include trustee, personal representative, and personal investment management. In addition, specialized services including institutional investors services, economic research and fixed income portfolio services and other services of a specialized nature.

    
    

19. The proposed trust company will initially employ ten individuals, four of whom will be corporate officers. Support services utilizing the staff and systems of the Harris Trust and Savings Bank will be obtained by the Applicant under contractual arrangements at basically the same fees as those charged to correspondent banks for similar services. These services will include safekeeping of securities, record keeping and reporting, administration of accounts, execution of purchases or sales of securities, preparation of tax returns, and investment and economic research services. Investment decisions will be made by the local management of the proposed trust company. Personnel employed by the proposed company will solicit new accounts and provide independent investment and estate planning advice and services. (Testimony of Harris, Gooch, Exhibit 20)

    
    

20. The Applicant's designated primary service area is all Of the area located within Palm Beach County, Florida. The Applicant is of the opinion that the defined PSA encompasses the smallest area from which the proposed trust company can anticipate obtaining 75 percent or more of its prospective business, including transfer of existing accounts of customers of Harris Trust and Savings Bank who reside in the primary service area. (Testimony of Gooch, Exhibit 20)

21. The population of Palm Beach County increased from 348,993 persons in 1970 to 534,551 persons in 1978, an increase of 53.2 percent. The population of the State of Florida increased during a similar period by 32 percent. It is projected that the county population will increase to 673,000 by mid-1985. In mid-1978, Palm Beach County ranked 6th in population in the state. Almost 91 percent of the county's increased population during the period 1970-1978 was due to migration of individuals moving into the area rather than natural increase of the population. A substantial number of in-migrants consists of Illinois residents moving to Palm Beach County.

    
    

22. Between 1970 and 1978, the 45 to 64 age group of Palm Beach County's population expanded from 79,298 to 120,469. The age group of 65 years and older increased from 60,655 to 110,825 during the same period. The 1970 to 1978 increase of county residents aged 45 years or more was 91,351 persons or 65.3 percent. The comparable percentage increase throughout Florida was 44 percent. It is estimated that from 1978 to 1985 the age group of 45 years and older will increase from 231,294 to 290,736. In 1978, those persons over 45 years of age constituted 43.2 percent of the population. The number of households in Palm Beach County in 1970 was 123,347 and is estimated to increase to 202,615 in 1930.

    
    

23. In 1976, the per capita income of Palm Beach County residents was

    $7,165 as compared to $6,101 for the state population. In 1977, per capita income in Palm Beach County increased to $7,878 compared to $6,697 for the state. The average household effective buying income in Palm Beach County in 1978 was over $20,000 while the average for the state was $16,488. Such income is estimated to increase to $25,541 in Palm Beach County by 1982 and to $21,101 for the state. During a one year period between 1977 and 1978, there were 483 estate tax returns filed in Palm Beach County, of which 40.2 percent had a gross value of over $500,000. The average value of the estates was $935,242. Those estates over one million dollars constituted 16.8 percent of the total number of estates. About 40 percent of the estates were over $500,000 and this group constituted 83 percent of the total gross value of all estates during that period. Of the total number of 483 estate cases, corporate fiduciaries were named as sole executor in only 72 estates, and served with individual co- fiduciaries in 21 additional cases. Of 81 estates valued at one million dollars or more, only 15 estates were handled by corporate fiduciaries and in four additional cases a corporate fiduciary served jointly with an individual.

    
    

24. Between 1975 and 1978, deposits of Palm Beach County financial institutions increased by 59.3 percent, while deposits in the state as a whole increased by 44.8 percent during the same period. Palm Beach County's per capita deposits increased from $6,990 in 1975 to $9,954 in 1978. Per capita deposits in the state as a whole were $5,376 in 1975 and $7,364 in 1978. In 1978, personal intangible tax returns for Palm Beach County show that 51.4 percent of the 15,700 returns included taxable personal assets of $100,000 or more. Almost ten percent of the returns included taxable assets of $500,000 or more and 4.39 percent were of one million dollars or more. (Testimony of Badalich, Exhibits

    19-20, 26)

    
    

25. The application reflects that in 1977, some 800 million dollars in trust assets were under management in Palm Beach County by 15 insured commercial banks. Over 40 percent of these assets were administered by the First National Bank in Palm Beach. During the period between 1972 and 1977, total trust assets under management by commercial banks in Palm Beach County increased over 32 percent while similar assets in banks throughout Florida increased 6.8 percent.

    Most of the banks providing trust services in Palm Beach County are affiliated with holding companies. There is one non-deposit trust company, Bessemer Trust Company of Florida, located in Palm Beach County, which is affiliated with out- of-state corporations. The combined total trust assets of all sixteen of the financial institutions in Palm Beach County totaled almost 938 million dollars as of December, 1978. In 1979, five of eight pending applicants for trust companies in Palm Beach County showed an existing volume of trust assets under management in Palm Beach County of almost 400 million dollars.

    
    

26. Although Palm Beach County has been experiencing substantial population growth which is expected to continue into the future, not all of the affluent areas of the county are susceptible to continuing growth. The Town of Palm Beach is limited in growth possibilities and has increased by only 2,539 persons in the last ten years. However, the Boca Raton, Delray Beach, Palm Beach Gardens, and Jupiter-Tequesta areas are expected to have significant population growth in the future. (Testimony of Badalich, Beck, Exhibits 19-20, 26)

    
    

27. The factors determining the extent of demand for trust services in particular areas include considerations of population and age distribution, personal wealth and income levels, and income growth. There is a higher potential for increased trust business in a rapidly growing area. The presence of a substantial segment of older population is significant because wealth is normally concentrated in that portion of the population and they constitute the primary customer source for fiduciary services. The primary service area of Palm Beach County constitutes a substantial market for trust services due to rapid population growth, together with age and wealth characteristics of its population. However, there exist other competitors in the field, such as attorneys, accountants, insurance companies, financial advisors, and relatives or fiends of potential customers. The extent of this portion of the market is large, but unknown as to the amount. (Testimony of Badalich, Beck, Exhibits 2, 19-20, 26)

    
    

28. The national trust business is highly concentrated in a relatively small number of large banks, primarily in the eastern part of the nation. The largest fifty banks control almost two-thirds of the nation's trust assets and the largest thirty banks administer about as many trust assets as all other banks and trust companies. Harris Trust and Savings Bank has the fifth largest trust department in the United States with 1978 assets under management of over

    11 billion dollars. It has 302 accounts of Florida customers which have an asset value of $190,879,000. Of these accounts, 100 are located in Palm Beach County which have an asset valuation of $82,189,000. The bank has experienced difficulties in servicing these Florida customers from its base in Chicago. The trust relation shin is one based upon personal service which requires a considerable amount of close contact in order to insure timely solutions and decisions with regard to the account. Harris Trust and .Savings Bank intends to "transfer" to the Applicant some 113 of the 302 existing Florida accounts with an asset valuation of $77,568,000, and annual fee income of $278,000. Included in the 113 accounts are some 39 investments accounts which are already being administered at the Bank's West Palm Beach investment advisory office. The 113 accounts include 60 personal trusts, 37 investment advisory accounts, and 16 custodian accounts. The accounts that are proposed to be transferred do not include those requiring major document modification nor Harris Trust and Savings Bank will appointments of Florida customers. Although customer consent to transfer has not yet been obtained, the fact that 39 investment accounts have been transferred to the Bank's West Palm Beach office leads the Applicant to believe that the other customers will agree to transfer. The Applicant therefore projects in its application that the 113 accounts will be transferred on the

    opening day of operations and that an additional 30 accounts will either be transferred or obtained by the end of the first year. It projects the acquisition of an additional 40 accounts by the end of the second year of operation, and a total of 233 accounts with asset valuation of $137,568,000 by the end of the third year and annual fee income of $926,000. Assuming that it will be successful in achieving projected transfer of accounts, together with an undetermined amount of new business and income Off on investment of its initial capitalization, the Applicant estimates that its total income for the first year will be $531,515, $710,280 for the second year, and $1,031,270 for the third year of operation. After deduction of anticipated expenses, the Applicant predicts a loss during the first year of operation amounting to $93,860, a loss during tie second year of $51,407, and net income of $57,850 during the third year. (Testimony of Harris, Gooch, Exhibit 20)

    
    

29. The Applicant believes that it will secure new business, other than the transferred accounts, from current customers of Harris Trust and Savings Bank and other individuals familiar with its name who migrate to Florida, and from new customers obtained in the primary service area. It will not seek accounts under 5150,000, but will accept and service them at its minimum fee. It intends to employ advertising, personal contact, and solicitation of third parties, such as local lawyers, in order to obtain new business. It does not intend to seek new business from existing customers of local trust institutions. Trust customers usually remain with the institution which carries its account if acceptable services are being rendered. During the first six months of operation of the Harris Trust and Savings Thank's West Palm Beach investment advisory office, five customer accounts totalling seven and one-half million dollars were obtained from one present customer and four new customers who had moved to Florida and bad not previously had a customer relationship with the bank. (Testimony of Gooch, Beck, LeMaistre, Randall, Exhibits 20-22)

    
    

30. Although trust departments of banks do not usually generate large profits through trust activities, three of four trust representatives of banks which intervened in this proceeding have experienced substantial growth in trust business over the past few years. The fourth representative testified that the trust department had been "marginally" profitable in recent years. All of these individuals are concerned that if a number of now competing trust companies are permitted to operate in Palm Beach County, such entry would result in the loss of larger, more profitable accounts which tend to subsidize the smaller ones because the services rendered in each instance are virtually the same. One representative testified that an account has to be at least $250,000 to be profitable and another testified that any account less than $100,000 would not usually be profitable dependent upon the services required to administer the account. They generally agreed that there is aggressive competition among trust institutions in Palm Beach County and that influx of numerous new trust companies would affect their ability to secure large accounts and consequently could affect profits. Smaller accounts of trust departments normally are with customers of the commercial banking department whom the bank feels obliged to accommodate with trust services. Profits, of course, are generated from these customers from their use of other services of the bank. If the large accounts of the banks are not replenished as the current ones expire, it will be difficult to provide the same services for the smaller accounts or to maintain them at all. Large accounts have been "leveling out" in recent years and most of the high wealth individuals migrating to Palm Beach County already have existing trust relationships. Additionally, some of the affluent communities in the county lack room for expansion and many of the wealthy individuals tend to locate in areas to the north of Palm Beach County. There is little fear by these banks that their present customers will affiliate with new institutions, but

    they believe that their ability to secure new customers from those with current customer relationship or those with current accounts with out-of-state institutions will be impaired. (Testimony of LeMaistre (Deposition-Exhibit 21), Kline, Northcrafts Myers, Southall, Beck)

    
    

31. The impact of the Applicant and other new trust companies entering the Palm Beach County trust market is conjectural and speculative at this time. Although exact figures cannot be obtained as to the extent of the existing trust market in the county or as to the extent of "penetration' of such a market, various studies show that there is a market of approximately three billion dollars in trust assets and that it has been penetrated by both local and out- of-state institutions at least to the extent of 30 to 50 percent. Entry of new institutions into the market can benefit the public by providing new services and making the public more aware of the availability and extent of such services. Small trust departments of banks which are unaffiliated with holding companies generally are in a different market than the larger companies. Consequently, the Applicant and other new applicants representing large out-of- state corporations primarily will be competing with the larger local trust departments which have the expertise and can provide the customized services desired by trust customers. The entry of the Applicant into the local market will initially have little impact on local institutions because the bulk of its business will consist of customers who already have a trust relationship with the Harris Trust and Savings Bank. In addition, the Applicant will not be competing with the local trust departments for small accounts and will offer no commercial banking services which would generally be the vehicle through which such accounts are obtained and developed. A former chairman of the Federal Deposit Insurance Corporation testified at the hearing that the entry of large out-of-state trust companies into the Florida market would be a positive impact for the State in bringing new accounts and assets to Florida. It was his opinion that multiple entry of new companies would improve the "dynamics" of the entire area. Although he conceded that profits accruing to the new companies would probably be returned to the out-of-state parent corporation, some would be left in Florida for expansion and that the remaining amount would be insignificant compared to the additional business brought into the state. (Testimony of Randall, Beck, Myers, LeMaistre (Exhibits 21-26))

    
    

32. A telephone survey was made by a market research firm in October, 1979, that sought to determine the extent of the market for fiduciary services in the primary service area. The questions in the survey included such matters as length of residence in the area, age of the person called, current utilization of trust or other financial services, types and amounts of potential trust accounts, and whether those called would establish new trust accounts or change existing ones to either a major out-of-state institution" which opened a trust office in the area, or a "Florida based institution." The survey included responses of 219 individuals in Palm Beach County. The results of the survey are not found to be a reliable or representative assessment of the potential trust market in the primary service area. Limitations on the geographical areas covered by the survey, elimination of certain individuals as potential users of trust services, and the misleading use of certain terms in the questions are the primary reasons for the above finding. (Testimony of McAleer, Legg, Badalich, Randall, Exhibit 27)

    
    

33. This Report is submitted pursuant to Section 120.57 (1)(b)(12), Florida Statutes, and Rule 3C-9.11, Florida Administrative Code.

ISSUED this 8th day of January, 1980, in Tallahassee, Florida.

THOMAS C. OLDHAM

Hearing Officer

Division of Administrative Hearings

101 Collins Building Tallahassee, Florida 32301 (904) 488-9675

COPIES FURNISHED:

Stephen E. Day Julie H. Kuntz

Attorneys for Respondent Bankers Trust Company of Florida Mathews, Osborne, Ehrlich, McNatt, Gobelman and Cobb

1500 American Heritage Life Building Jacksonville, Florida 32202

(904) 354-0624

John A. Jones Bruce Roberson

Attorneys for DBT Trust Company of Florida

Case No. 79-1228; 79-1234

Holland and Knight

610 North Florida Avenue Tampa, Florida 33601

(813) 223-1621

John Radey

Holland and Knight Post Office Drawer 810

Tallahassee, Florida 32302

J. Thomas Cardwell

Attorney for Petitioner Florida Bankers Association and Intervenor Atlantic National Bank of Palm Beach County Akerman, Senterfit and Eidson

Post Office Box 231 Orlando, Florida 32802

(305) 843-7860)

Bruce Culpepper

Attorney for Petitioner Florida Association of Registered Bank Holding Companies, Inc.

350 East College Avenue Tallahassee, Florida 32301 (904) 222-6071

James G. Pressly, Jr.

Attorney for Intervenor First National Thank in Palm Beach

Attorney for Intervenor Bessmer Trust Company of Florida

Gunster, Yoakley, Criser, Stewart and Hirsey, P.A. First National Bank Building

Palm Beach, Florida 33480 (305) 655-1980

H. David Faust

Attorney for Intervenor Bank of Palm Beach and Trust Company

Attorney for Intervenor First Bank and Trust Company of Boca Raton

Burns, Middleton, Farrell and Faust

205 Worth Avenue

Palm Beach, Florida 33480 (305) 655-5311

Robert I. MacLaren, II

Attorney for Intervenor Boca Raton National Bank Osborne and Hankins

Post Office Drawer 40

855 South Federal Highway, Suite 200 Boca Raton, Florida 33432

(305) 395-1000

Ralph J. Blank, Jr.

Attorney for Intervenor First National Bank and Trust Company of Riviera Beach

Blank, Will and Benn Post Office Box 2100

West Palm Beach, Florida 33402 (305) 832-2889

John C. H. Miller, Jr. Attorney for All Intervenors Post Office Box 46

Mobile, Alabama 36601

(205) 432-1414

Eugene Cella and Franklyn J. Wollett Attorneys for Respondent Office of the Comptroller

The Capitol, Room 1302 Tallahassee, Florida 32301

(904) 488-9896

Phillip G. Newcomm, Bowman Brown, and Arnold L. Berman

Attorneys for Respondent, U.S. Trust Company of Florida

1000 Southeast First National Bank Building Miami, Florida 33131

(305) 358-6300

Docket for Case No: 79-001471

Orders for Case No: 79-001471