Change in Bank Control Notices; Acquisition of Shares of Bank or Bank Holding Companies

The notificants listed below have applied under the Change in Bank Control Act (12 U.S.C. 1817(j)) and § 225.41 of the Board’s Regulation Y (12 CFR 225.41) to acquire a bank or bank holding company. The factors that are considered in acting on the notices are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)).

The notices are available for immediate inspection at the Federal Reserve Bank indicated. The notices also will be available for inspection at the office of the Board of Governors. Interested persons may express their views in writing to the Reserve Bank indicated for that notice or to the offices of the Board of Governors. Comments must be received not later than December 20, 2006.

A. Federal Reserve Bank of Minneapolis (Jacqueline G. King, Community Affairs Officer) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. The Davis Trusts, co-trustees Pioneer Bank & Trust, Belle Fourche, South Dakota, and Earl A. Davis, Rapid City, South Dakota; Earl A. Davis individually; the Florence E. Davis Credit Equivalency Trust, co-trustees Pioneer Bank & Trust and Arthur H. Davis, Rapid City, South Dakota; the E.L. Davis Trust, co-trustees Earl A. Davis and Loretta L. Davis, both of Rapid City, South Dakota; Terry C. Davis, Fair Oaks, California, and Elly R. Davis, Fair Oaks, California; to acquire voting shares of Belle Fourche Bancshares, Inc., Spearfish, South Dakota, and thereby indirectly acquire voting shares of Pioneer Bank & Trust, Belle Fourche, South Dakota.

2. Walter G. Fries, Wabasha, Minnesota; Raymond B. Pinson, Del Ray Beach, Florida; Kenneth D. Myers, Apple Valley, Minnesota; GLA Investments, L.L.C., Lakeville, Minnesota, Gary Anderson as general partner; AMSIE Enterprise, LLC, Minnetonka, Minnesota, Donald Eisma as general partner; Nancy Ludwig and Francis N. Ludwig, Apple Valley, Minnesota; Richard B. Lambert, Jr., Apple Valley, Minnesota; Russell S. Sampson, Prior Lake, Minnesota; Curtis A. Sampson, Hector, Minnesota; Craig Potts, Henderson, Nevada; Brett D. Reese, Northfield, Minnesota; S & L Investments, LLP, Bloomington, Minnesota, David Stueve as general partner; Savage Capitalists, LLP, Bloomington, Minnesota, David Stueve as general partner; Pershing LLC FBO Richard D. Estenson IRA, Northfield, Minnesota; Charles and Cindy Beske, Lakeville, Minnesota; Brian Bauer, Garvin, Minnesota; and Severson Family Limited Partnership, Lakeville, Minnesota, Larry Severson as general partner, acting as a group in concert to acquire voting shares of L&M Bancshares, Inc., Shakopee, Minnesota, and thereby indirectly acquire voting shares of Northwest Community Bank, Champlin, Minnesota.