Ljl) 79f - Federal Reserve Bank of Chicago

FR Y-6
Board of Governors of the Federal Reserve System
ro
OMB Number 7100-0297
Approval expires December 31 2015
Page 1of2
JUN 2 7 2014
Annual Report of Holding Companies-FRY
By
Report at the close of business as of the end of fiscal year
This Report is required by law: Section 5(c)(1 )(A) of the Bank
Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)), Section 8(a)
of the International Banking Act (12 U.S.C. § 3106(a)), Sections
11(a)(1), 25 and 25A or the Federal Reserve Act (12 U.S.C.
§§ 248(a)(1). 602, and 611a). Section 211.13(c) or Regulation K
(12 C.F.R. § 211 13(c)), and Section 225.5(b) of Regulation Y (12
C.F R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners'
Loan Act Return to the appropnate Federal Reserve Bank the
original and the number of copies specified.
This report form is to be filed by all top-tier bank holding compa
nies and top-tier savings and loan holding companies organized
under U S. law, and by any foreign banking organization that
does not meet the requirements of and 1s not treated as a qualify
ing
foreign
banking
organization
under
Section
211.23
of
Regulallon K (12 C.F.R. § 211.23) (See page one of the general
instructions for more detail of who must file ) The Federal
Reserve may not conduct or sponsor, and an organization (or a
person) 1s not required to respond to, an information collection
unless1t displays a currently valid OMB control number
NOTE The Annual Report of Holding Companies must be signed
by one director of the top-tier holding company This 1nd1v1dual
should also be a senior official of the top-tier holding company. In
the event that the top-tier holding company does not have an
Date of Report (top-tier holding company's fiscal year-end)
December 31, 2013
Month I Day I Year
1nd1v1dual who 1s a senior official and 1s also a director. the chair
man of the board must sign the report
Reporter's Name, Street, and Mailing Address
United Community Bancshares, Inc.
1. Jim McMahon
----
Name of the H ol din g Company Directorand Official
legal TiUe of Holding Company
CEO & President
385 Waukegan Road
T1Ue o f the Holding Comp an y Director and Official
(Mailing Address of the Holding Company) Street I PO
Box
attest that the Annual Report of Holding Companies (including
Northbrook
IL
60062
the supporting attachments) for this report date has been pre
City
State
Zip Code
pared in conformance with the instructions issued by the Federal
Reserve System and are true and correct to the best of my
knowledge and belief.
i ln
i g address)
Physical locat
ion (1fd11ferent from ma
With respect to information regarding individuals contained in this
Person to whom questions about this report should be directed.
report, the Reporter certifies that 11 has the aulhonty to provide this
Gerard Buccino
CFO
Name
T1Ue
information to the Federal Reserve. The Reporter also certifies
that 1/ has the authonty on bohalf of each ind1v1dual, to consent or
ob1ect to public release of information regarding that ind1v1dual
The Federal Reserve may assume, in the absence of a request for
847-267-1331
Area Code I Phone Number
confidential treatment submitted in accordance with the Board's
847-267-1441
"Rules Regarding Ava1lab1l1ty of Information.· 12 C.FR Part 261,
Area Code
�
that the Reporter and individual consent to public release of all
detatls in e reportc c
ng that
_
olding Company Director and
-
Date of Signature
/ /,
Z��, / t..I
{
I FAX Numbe
E-mail Address
www.centrustbank.com
Address (URL) for the Hol d i ng Compa ny's web page
Does the reporter request confidential treatment
submission?
Indicate status of Annual Repon to Shareholders
0 Yes
IS
included With the rR Y-6 report
r
[email protected]
For holding companies not registered with the SEC-
0
C8:I
0
I Extension
for any portion of this
Please identify the report items to which this request
applies
will be sent under separate cover
O In accordance with the instructions on pages GEN-2
Is not prepared
and 3. a letter iusllfying the request1s being provided.
For Federal Reserve Bank Use Only
RSSDID
C.I.
Ljl) � 7�9f
O The information for which confidential treatment 1s sought
1s
being submitted separately labeled "Confidential "
l8J No
Public rcporung burden for lhi s 1nlormauon collection is estimated 10 vary fr om 1.3 o
l
101 hours per response. W11h an a vorag o of 5 25 hou1s per response. 1ndudlng l une 10 galherand
mruntam data 1n the required formand 10 review onsll"U
c bons and complete !he 1nfoima11on cotloctoon Send comment
s regarding lh11 burden esuma to or any olheraspect of this coftoct1on of
1nformauon lndud ing sug
ge stoont !or reducing lh1s burden to Secrolary, Boa1d of Governors of the roderal Reserve Sys1em, 20thand
Ott1co of Managementand Budget. Paperwork Reduchon Pro1ect (7100-0297). wash1ng1on, OC 20503
C
Streets. N w. W..shlngton. OC 20551
.
and 10 the
12/2012
;
FR Y-6
Page 2 of 2
For Use By Tiered Holding Companies
Top-tiered holding companies must fist the names, mailing address, and physical locations of each of their subsidiary !Jo/ding con1panies
below.
Legal Title of Subsidiary Holding Company
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
(Mailing Address of the Subs1d1ary Holding Company) Street I P.O Box
City
City
State
Zip Code
State
Zip Code
---------- ------
Physical location (if different from mailing address)
Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
(Ma1l1ng Address of the Subsidiary Holding Company) Street I P.O. Box
City
State
Zip Code
City
State
Zip Code
Physical location (if different from mailing address)
Physical location {If different from mailing address)
Legal Title of Subsidiary Holding Company
Legal Title of Subsidiary Holding Company
{Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
{Mailing Address of the Subsidiary Holding Company) Street I
City
City
State
Zip Code
State
p_Q
Box
Zip Code
Physical location (1f different from mailing address)
Physical location (if different from mailing address)
Legal Tille of Subsidiary Holding Company
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
(Ma1l1ng Address of the Subsidiary Holding Company) Street I P.O. Box
City
State
Physical location (if different from mailing address)
Zip Code
City
State
Zip Code
Physical location (if different from mailing address)
1212012
••
Form FR Y-6
United Community Bancshares, Inc.
Northbrook, Illinois
Fiscal Year Ending December 31, 2013
Report Item# 1:
The bank holding company prepares an annual report for its Shareholders
This will be submitted under separate cover.
Report Item# 2:
State of Incorporation
Organizational Chart
United Community Bancshares. Inc.
(Delaware)
385 Waukegan Road
NorthBrook, 1160062
100%
CenTrust Bank, NA
(Illinois)
385 Waukegan Road
NorthBrook, 1160062
1 OOo/o
CTB Real Estate Holdings, LLC
(CenTrust Bank, Non Managing)
385 Waukegan Road
NorthBrook, 1160062
(Illinois)
Resulb; A llsl of branches lor your holding company: UNITED COMMUNITY BANCSHARES INC. (4087894) or NORTHBROOK, IL
The data are as of 12131/2013. Data reneets ln!ormal!on that was 1ecelved and processed through 04/0712014.
Reconcll!atlon and Verification Steps
1. ln the Data Acllon column of each branch /OW, enter one or more ofihe aet!ons speclfied below.
2 JI required, enter the dale In the Effective Date column.
Actlo11s
OK! II the branch 111!ormatlon Is couect, enter'qK' ln the Data Actlo11 column.
Change: If the branch Information [s lncouecl or lncompl�!e, revise the data, en!er'Change' In the Data Action column and \he date.When lhls Information flt.st became val!d In the E!fcctlva Date column.
Close:· I! a branch listed was sold or closed, enler'Close' fn lh�.D ala Action column and the sale or closure dale In the Effective Dale column.
Delete: If a branch !isled was never awned by this ·�epasitory Institution, enter'Delete' In the Data. Action column.
Add: If a reportable branc� Is
!ns
�· row, add !he .b� nch dale, and enler'Add' Jn the Oaf fl, ctr on , lumn and the ope lng or acquisition date In the Elfectlve Date column.
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iri{��.!ng, �t
.
.
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JI printing t�ls list, ynu may needJo ad/usl.y�ur page setup 111 MS .�el. Try usfng landscape orientation, page scaling, and/or legal sized paper.
Submission Procedure
,
.
_
.
When you are finlshed,-send a sa'{ed �cipy Jo your fRB contacLSee the detailed Instructions on lhls site far more lnrormal!an.
!{you are e·malllng th!Sto your f�B·conla(:,t, eutyour lnstitulton nam".e, city and stale In \he sub/eel. line of the e-mail
_
Note:
To satisfy the FR y.10 reporting requirements, you must i!.!so s�bmlt FR Y�l-0 Domestic Branch Scliedules for each branch with a Data Action al Cha11ge, Close, Delete, or Add.
The FR Y·10 report may be subm1tted In a hard copy format or via _the FR Y-10 Online appllcatlon-https://y10onllne.federalreserve.gov,
•FDIC UNINUM, Office Number, and lD_RSSD columns are for refe1ence only. Veri fication of these values Is no\ required.
Oat�'Aollon· Effectlve·oatel Branch Service T pe
OK
1213112013 Ful! Service Head Office)
Branch 10 RSSD' Po ular Name
CENTRUST BANK, NATIONAL
3377235 ASSOCIATION
Street Address
C!ty
385 WAUKEGAN ROAD
NORTHBROOK lL
FDIC UNINUM' Office Number' Head Office
CENTRUST BANK. NATIONAL
O ASSOCIATION
440820
Head Office JO RSSO'
3377235
Comments
Form FR Y-6
United Community Bancshares. Inc.
Fiscal Year Ending December, 31, 2013
Report lte,11 3 Sr.areholders
(1)1a)(b)(cl and {2l{a){b)lcl
Snareho'der not l1s'.ed 1n 3( 1 :(a) th·o�gh 3._1 )�C) that had ow::eish:p control
Current Shareholders with ownershp, control or holdings of 5% or more
or hold11gs of 5% or more with power to vote during tl"ie fiscal year ending
w1:h oower to vote as of f1cal vear end 12/31:'12
12/3112012
{li(a)
Name
& Address
(Ctty, State.
Country)
(1)(b)
(1)\CJ
Count:y of c1t1zenst",ip
Number and Percentage of
(2)(a )
Name
Each Class of Voting
(City , State Country)
or Incorporation
Securities
Evergreen Equ t:es
Aurora,
LLC
Mer;to lnvestmer.ts LLC
�Vo0Cr1dge,
IL EC-5147
1, 1889,526 Corn:nor. sha·es
8 66°;,
USA
IL EC147
Rcbe1 M Beavers Jr
vvood·1dge,
•
USA
ll cos:s
Voting
939.263 Ccmrr.ot shares
6 64'1S Voting
USA
729.859 Con;mon srares
5 31}) Voting
(2J(b)
& Address
Country of c1t1zensh1p
or lncorporaton
(2}(C}
Number and Percentage of
Each Class of Voting
Secur1t·es
Form
FR Y-6
United Community Bancshares, Inc.
Fiscal Year Ending December 31,
Report Item 4
2013
Insiders
(1), (2) (3)(a)(b) c, and (4)(a!{bl{c!
(4)(c)
List all Directors
List names of
other companies
(includes
partnerships )
(3)(c)
Title
(3)(a)
Address
Occupation if o'.her
Title
(City, Sta�e
Country)
than with Bank
with Bank holding
Holding Company
Company
Names
&
NIA
James I. McMahon
Hinsdale. IL
N/A
Robert Beavers
IL
CEO
&
President
Voting Shares in
Subsidiaries
of other
Bank Holding
businesses)
Company
Director
NIA
(include names
of subsidiaries)
of companies and
percentage of
voting securities
held)
NIA
4.29%
None
None
NIA
5 31%
None
Merila Investments, LLC
NIA
Director
Director
NIA
2 37%
None
None
NIA
Director
Director
NIA
4_56%
None
None
NIA
Director
Director
NIA
0.33%
None
None
NIA
er.airman
Chairman
NIA
2 84%
None
None
USA
Neal
Kennilworih. IL
,
of subsidiaries)
Percentage of
Voting Shares in
USA
Harry Stinespring
E
(include names
Businesses
(includes names
USA
lake Barrington. IL
John
President
Position
held ( List names
3 3.33%
Bnan Greene
Gurnee.
&
&
wrth Subsid1anes
Percentage of
USA
Patrick Dudasik
Naples. Fl
CEO
Position
voting securities are
14)(b)
(4)(a)
Director
USA
Woodridge, IL
Title
&
if 25% or more of
Position
with Other
(3)(b)
(2)
Principat
{1)
&
USA

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