Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5...
Transcript of Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5...
January 22, 2019
CNB T E XA S *
Citizens National Bank Of Texas
Your Bank Since 1868
First Citizens Bancshares, Inc. Shareholder:
Overview
The Board of Directors is pleased to announce our subsidiary bank, Citizens National Bank of Texas, finished 2018 with strong earnings of $21,801,352. Assets grew from $938,822,358 in 2017 to $1,118,786,017 in 2018. This reflects an increase of $179,941,154, representing a 19.16% growth rate. We are projecting another strong year in 2019 with many exciting expansion opportunities in our market in addition to increased earnings.
The bank paid a total of $1 , 1 1 2 per share in distributions to shareholders for 2018 income. The estimated tax liability, assuming the maximum tax rate is $765 per share, providing a net of tax distribution of $347 per share as denoted in the distribution history chart below.
FCBS Po r share Dala 2011 201! ZOU 2014 !015 2016 2017 2018
Ann.Jal OismbutlOTI to Shareholder, S210 $4:50 S340 ..... sno $888 S974 St.I !2
Arwu!ITa, sh.lrc: (e>!Ir<lt<d) $178 S2l] Sl98 $281 $542 S53 I $566 $676 Net Dismbulion to �harl:halders
"' S2J7 SH2 Sl6S $188 S3:54 $408 S436
Total Ouistandn, Shares 9838 9738 9738 s-ce 8593 8519 5 8529 5 8479 5
FCBS Year End Cap131 (Ne! Wonh l'osf,on) S4S 083.413 S,.19,466,519 S55,841,466 SS9,108,8H $56,204,242 $60,92J,JJ6 $68,992,882 S78,Sl6,81S Bank Asseu SSM,977,H7 S601.S24,761 S619,709,438 $645,771,748 $727,328,883 S83S 347,182 $938,884,863 $1,118,786,017
Our Practices and Vision
The evidence above not only signifies a solid financial performance but also confirms we could not have accomplished the success without a commitment to our great legacy of leadership and integrity, of which we are very proud. In our opinions, the real story lies in our outstanding family of employees and customers who entrust us with their financial and family's futures.
Our team is committed every day to our customers and takes personal pride in getting the job done the best way possible. We all strive to make meaningful differences in people's lives through outstanding service and a commitment to generations of the future. Serving customers at the first point of contact and finding ways to accommodate a situation by actively looking for a "YES" response rather than an easy "no" dictated by policy restrictiveness, is critical in this hyper-commoditized banking system of today. This "cen do" attitude sets CNB of Texas apart from our competition in a positive way.
Translating the "Yes" Attitude into an Action Plan
The commitment and focus tn the "yes we can" approach provides empowering situations and moments for our employees and customers to build lifelong relationships: the essence and true
PO. Box 717 • Waxahachie, TX 75168 • 972-938-4300 • Toll Free t-877-938-4300 • www.cnboftexas.com • Member FDIC
value proposition of community banking where real everyday people work together, face to face and hand to hand, building a stronger and brighter tomorrow for all. This focus has mandated new approaches and new sets of procedures and policies that reinforce thinking through scenarios, rather than merely following a set of rules, allowing CNB of Texas to set new and higher standards of customer service.
Branches still play a vital role in Community Banking. Today they are no longer havens of huge trans-actions volumes but instead have become very focused customer service outlets where a real banker is ready and willing to help a customer with their specific needs or concerns. Customers have many more opportunities to self-help today, 24 hours a day, 7 days a week, through our wide range of access points. We have a very extensive online banking and mobile banking presence with great customer adoption, and frankly, we are ahead of the industry m what we bring to our customers online. You need to be using our Red mobile banking app to see for yourself. We have brought the branch to customers· pockets 24/7 and put them in charge with access and control to everyday functions that affect their lives. We want our customers to be mPowered through our mobile app, yet always feel they have access to a real banker who can personally help when needed.
Enclosed in this packet of materials are the most recent financials on the Bank and the Holding Company that we provide to the regulators. These statements have not yet been audited by our accounting firm, Fox, Byrd, and Co. Management believes in the validity of the data and does not anticipate any meaningful adjustments to the financial statements as of 12/31/18. We will do our very best to deliver your K-1 tax information by the beginning of March. This form will be needed for your 2018 tax return.
Additionally, enclosed is a blank proxy/vote for our annual stockholders' meeting. Our meeting will be held on Tuesday, February 12th at 9:00 a.m. in the new Citizens National Bank of Texas Director's Conference Room, downtown Waxahachie (Rogers Street - old Western Data Building). You are invited to attend the meeting in person and submit your proxy/vote at that time. However, if you are not able to attend, please return the marked and signed proxy as soon as possible in the enclosed, postage-paid envelope. You are all invited to breakfast with our board and officers which is at 7:30 am at the Dove's Nest here in downtown Waxahachie before the stockholders meeting.
The Future is Bright
The overall North Texas market continues to prosper with a great deal of healthy growth. We continue to have success in attracting new customers who are interested in stable, meaningful relationships and not just pricing. Competition is still very strong, but our positioning helps CNB of Texas with our commitment to meaningful customer service making the real difference.
We know CNB of Texas has outstanding qualities that make us uniquely different and better than any other bank which is critical to be successful. This is driving our growth with new and existing customers consolidating their banking with us because of shared values, longevity, integrity, innovation, and commitment. We also understand our customers are our best marketing and salespeople. Our daily challenge is simple: articulate and communicate our unique value, but extremely difficult to execute. We win customers one at a time, hand to hand, shoulder to shoulder and face to face. Seems pretty simple right? Just get out and ask? Tell your story.
Again, I want to continue to invite each of you as our shareholders to help get our message to everyone with whom you come in contact. We are all owners of something of which we should truly be excited. Each of us owns a piece of what makes America Great - a "True Community Bank." We are passionate about serving customers while building a stronger tomorrow for all... one day and one person at a time. The collective strength of this commitment among our 275 employees has contributed to our success with our customers and the communities we serve. At CNB of Texas, we are proud of our 150-year legacy and the way we have helped thousands of businesses and families.
We are not a build-it-and-sell-it franchise, but instead, CNB of Texas is about creating long-term, generational value for our customers, employees, and shareholders. With your assistance and the grace of God, there are no limits to our success. Your support is genuinely appreciated by the directors, officers, employees and our customers.
Sincerely,
·y_ \,t" c;., {J..- d<JL Robin Singlet� Cloyd Chairman, Citizens National Bank of Texas
Chairman, First Citizens Bancshares, Inc.
Enclosures (7)
�eA-:-.c-'&:' Marvin E. "Mark" Singe JII
PresidentJCEO, Citizens N nal Bank of Texas
President, First Citizens Bancshares, Inc.
Citizens National Bank Of Texas
Annual Shareholders' Meeting
January 24, 2019
Notice is hereby given:
That the annual meeting of the shareholders of First Citizens Bancshares, lnc., in Waxahachie, Texas,
will be held in the Director's Conference Room at Citizens National Bank of Texas, on the 1th day of
February, 2018, at 9:00 a.m., for the election of Directors and the transaction of such other business as
may properly come during the meeting.
Chairman Robin Cloyd would like to invite each shareholder to a breakfast she is hosting prior to the
meeting at the Doves Nest in Waxahachie at 7:30am.
Enclosed is a proxy, please vote ("for" or "against"), sign, date, and return by the 6th day of February,
2019. In the event that you are present at the meeting and desire to do so, you can hold your proxy and
vote in person.
Respectfully,
/ut. 16.7 Julie Henry
@ P.O. Box 717 · Waxahachie, TX 75168 · 972-938-4300 · Toll Free 1·877·938-4300 · www.coboftexas.com · Member FDIC l.'l'l,"ffl
I
FIRST CITIZENS BANCSIIARES, INC.
BALANCE SHEET
ASSETS
CASH
INVESTMENTS IN CND
l'ART!Cll'ATION LOAN CNEl OF TEXAS
FUTI.JRI: t-.lED INTERVE�TION DEBCNTL'RES
CABLE USCrROi\lCS DEBEN.I URES 1-\
CAUL[ bLtCTRONICS DCl3CNTURES I)
O rHER REALE�·! ATE
PREPAID CORPORATE TRUST I
PRF::l',\!D CORPORATE TRUST Ill
PREPAID FRANCJ USE TAX
l'REl'AID DEllT ISSUANCE COST
PREl'AJI) DISTRlllUTIOXS
INVESTMENT IN TRUST l
INVESTMENT JN TRUST Ill
INVESfMENT IN TRUST IV
1 2 3 1 /2 0 1 8 12/31/20!7
S9.21 l.905 S l.1 1 5 . 2 9 1
S! !4,688.541 $90.688,289 $3,966.-122 $4.000.000
so so
so so
so $0
S673,724 5673.724
SSl.795 588,795
$26.944 $28.6! 1
519 882 $16.032
so $176.000
so so
S2l7.000 $217,000
$186,000 5186.000
$93.000 $93,000
TOTALASSErS
I IABILI I l[S
ACCRUED INT. ON PREFERRED l RUS r I
ACCRUED 1:-;T, ON I RUS r [II
ACCRUED INT. ON ·1 RUST !V
ACCRUED INTERES'I ON SUB Dl:.ll"l
Tor AL SHORT 11:RM LIABILITIES
DEBENTURE CORPORATE TRUST 1
DEBENTURE CORPORATE TRUST I!
DEBLN fURE CORl'ORA TE TH.US r Ill
DEl3LNTURL CORPORATE TRUST IV
DEB f ISSUANCE - STONE CASTLE
CONTRA DEBT 1'\SUANCE I H:S
SUB DEBT SANDLER o·:-;EJLL
CONTRA SUB DEllT PLACEMEN r FEES
TRUPS SWAPS TRUST Ill
TRUPS SWAPS TRUST JV
NOTI:. PAYABLE M. t SINGLETm: SCIIOLARSH!!'
!OTAL LONG TERM LIA111LJTIES
$129.165.213
5240.126 Sl 5.906
S59.677
$67!.889
$987.598
S7.217,000
so
S6,186.000 53.091,000
SI 0.000.000
($154.000)
S23.00o.ooo ($709.167)
S558.458
S469 509
so
549,660,800
$97,282.742
S240.l26 $12.554
S51A 13 $183.41 7
5487.510
57.217.000
so
S6.186 000
$3.093,000
$10.000.000
5771.803
S604.546
so
527.872.349
TOTAL UA131LITIES
CO�MON STOCK
PAID IN SURPLUS
RETAINED EARNINGS
NET INCOME YEAR TO DATE
UNREALIZED GAINS (LOSSES) ON CNB SEC.
OTI IER COMPREl!ENSIVE INCOME TRUl'S
$50.648,398 $28.359.859
Sl.154.800 Sl.15480 0
Sl,63 6 . 666 $1.636.666
575.650.799 570.339. 767
S 19,358.655 S 14. 768,037
($98.957) ($67.857)
(S!.027,967) (Sl,376,349)
lREASURY STOCK
·10TAL EQUl1 Y CAPJ rAL
fOTAL LIABILITIES AND EQUJl Y CA!'! r,\L
$96.673.996 ($1 8 , 157.181 )
$78.516.815
51 29.1 6 5 .213
$86.455.064
($17,532,181)
$68,922.883
$97.282.742
FIRST CITIZENS IJANCSI JARES
STATEMENT OF EARNINGS
YEAR TO DATE
OPERATING INCOME 1 2 / 3 1 /2 0 1 8 1 2 / 3 1 / 2 0 1 7
SUBSIDIARY INCOME (100% OWNERS $9,031,351 SS.900,947
DISTRIIJUTION f:ROM CNB (SUBSIDI/\ s I 2, 770,000 5 I 1.060.000
PROFIT ON SALE OF OREO $0 $0
DIVIDEND INCOME so $0
INTEREST INCOME $239,938 $75. I 74
MISC INCOME $6,226 $6.359
TOTAL OPERATING INCOME $22,047,515 $1.7.042,480
OPERA TING EXPENSES
LEGAL FEES $3,3 I 8 $0
DIRECTORS FEES $5,400 $5,300
AUDIT EXPENSL $0 $0
PROPERTY TAX EXPENSE $6,226 $5.804
OREO SALES EXPENSES $0 $7.268
PROFIT/LOSS ON INVESTMENTS $0 $124,452
LOSS ON SALE OF OREO $0 S3.599
MISCELLANEOUS EXPENSE $425 $0
FRANC I IISE TAX EXPENSE $55,796 $39,491
INTEREST EXPENSE so $0
INTEREST ON TRUST PREFERRED I $765.002 $765.002
TRUST PREFERRED AMORT. EXP $7,000 $7,000
INT ON TRUST PREFERRED Ill $376,000 $376,000
TRUST Ill AMORTIZATION EXPENS[ $1,667 $1,667
INTEREST ON TRUST PREFERRED I $206,860 $206,860
INTEREST ON SUD DEBT ISSUES $1,208,333 $710,000
SUB DEBT STONECAS FLEA MORT< $22,000 $22.000
SUB DEBT SANDLER AMORT COST $30,833
TOTAL OPERATING EXPENSES $2,688,860 $2,274,443
NET INCOME $19,358,655 s I 4,768,03 7
PROVISION FOR CURRENT INCOME $0 $0
DEFERRED INC. TAX EXPENSE CURR $0 $0
EXTRAORDINARY JTEM-CUMM EfFI $0 $0
DEFERRED INCOME TAX PROVISIONI $0 $0
NET EARNINGS $19,358.655 $14,768,037
FIRST CITIZENS BANCSHARES
STATEMENT OF CHANGES IN STOCKHOLUERS EQUITY
CO;\IMO.'\' TREASURY PAID IN RETAli'iED NREALIZEI OCI TOTAL
STOCK STOCK SURPLUS EARNINGS CAIN/LOSSl"IWPS SWAn EQUITY
BALANCE OECDII\ER JI, 2012 S 1.154.800 S (4.927,680) S 1.636,666 s 53,697,177 s 181.021 s (2,275,465) S -19,466,519
;-..:ET IXCOME 2013 s 7.755,077
COM.\.ION STOCK ISSUED s
SHAREllOLDERS DISTRIBUTION s (2,483,190)
llALA8CE DEC EM BER 31, 2013 S l,!54,800 S (4.927.680) S 1.636.666 s 58.969,06-' S (148.942) S (842,442) S 5S,84J,.H.i6
NET l�'C0i\1E 2014 s 1 O, I 79.022
COMi\!ON STOCK ISSUED s
SltAREIIOLDERS DISTRJBUT!Oi\ s (3,296.407)
BALANCF. OECEM llER 31. 2014 S 1.154,800 S (7,739,774) S l.636,666 s 65,8t- 1.679 s (9,486) S (1.785,040) S 59,!08Jl45
7\ET INCOME 2015 s 12,005.506
COM�lON STOCK ISSUED s
SIIAREI-IOLDERS DISTRIBUTION s (5,601,065)
BALANCE DECE:i\1 BER 31, 2015 s 1,154.800 S(\7,007,631) S 1,636.666 s 72,256,120 s (40.130) S (l.795,583) S 56.20-1.242
NET INCOME 2016 s 14.215.240
COMMON STOCK ISSUED 5
SI !AREHOLDERS DISTRIBUTION s {8.30 ! ,51 ::!:)
BALANCE DECEi\lBER 31, 2016 S 1.154.800 $(17.532,181) S 1,636666 s 78. 169,848 s (85,658) S (2,420.138) S 60,923,337
'\;ETINCOME20!7 s \-1,768,037
COMMON STOCK ISSUED s
SHA REI IOLDERS DISTRIBUTION s (7 ,830,081)
UALANCE DECEJ\1llER J I , 2017 S 1, 154.800 S( l7,532 , 181) $1,636.666 s 85,107,80-1 s (67.857) S (l.376.349) S 68,922,883
l\"ET INCOME 2018 s 19.358.654
COMi'v!0>.1 STOCK ISSUED $
SHAREHOLDERS DISTR113UTION s (9.457,004)
llALA�CE DECEJ\IBER JI, 2018 S 1.154.800 $( 18 , 157, 18 1) s l,636.666 s 95,009,454 s (98,957) s (\,027,967) S 78,SHi,815
Citizens National Bank of Texas
Balance Sheet
YTD Balance
12/31/2018
Ncnlnt-beartng Cash & Due From Banks (162·91000016)
Real Estate loans (161-14799995)
Commercial loans (162-14599995)
Individual Loans {162-91000001)
Other Loans & Leases (162-14919005)
Gross Loans and Leases (162-91000003)
Ln&Ls Allowance & Allocated Trsf Risk (162-14930905)
Net Loons and Leases {162-91000005)
Total Investments (162-91000011)
Total Earning Assets (162-91000012)
Premises, Fixed Assets, Capital Leases (162-15900005)
Other Real Estate Owned (162-16031105)
Other Assets (162-19590008)
Total Assets (162-91000013}
Total Deposits (162-92000002)
Federal Funds Purch and Repos (162-22800005)
Acceptances & Other liabilities (162-92000009)
Total Liabilities (162-91000010)
Total Common Stock and Surplus
TOTAL UNDIVIDED PROFITS (162-34000205)
UNREALIZED G/L TRANS. (162-34000300)
UNREALIZED GAINS LOSSES SEC (162-34000400)
Equity Capital (162-39999998)
Total Liabilities and Capital (162-92000005)
$22,636,062.96
$785,639,449.16
$108,340,740.17
$14,333,930.19
$715,643.01
$909,029,762.63
($7,681,739.12)
$901,348,023.51
$129,793,604.83
$1,031,141,628.34
$25,928,970.00
$1,048,941.92
$38,030,413.70
$1,118,786,016.92
$998,983, 734.36
$0.00
$5,113,741.35
$1,004,097,475.71
$28,680,458.74
$86,107,038.98
$0.00
($98,956.51)
$114,688,541.21
$1,118,786,016.92
Citizens National Bank of Texas
Income Statement
YTD Balance
12/31/2018
Income on Loans & Leases
Investment Interest/Div Income
Interest on Due From Banks
Interest on Fed Funds Sold and Repos
Total Interest Income
Total Interest Expense
Net Interest Income
Total Deposit Account Charges
Total Other Non Interest Income
Noninterest Income
Adjusted Operating Income (TE) (162-90000017)
Provision: Loan and Lease Losses (162-69000005)
Total Salary and Employee Benefits
Occupancy Expense (Net)
Total Furniture and Equipment Expense
Total Other Expenses
Noninterest Expense (162-88990005)
Net Income (162-89999999)
$45,732,494.82
$653,713.96
$1 , 130,989.17
$12,002.87
$47,529,200.82
$1,852,368.92
$45,676,831.90
$9,469,062.09
$4,061,278.28
$13 530,340.37
$59 207, 172.27
$1,200,000.00
$19,224,796.41
$3,065,271.15
$913,903.02
$13,001,850.04
$36,205,820.62
$21 801,351.65
Proxy
Know all Men by These Presents: That the undersigned stockholder of First Citizens
Bancshares, Inc. of Waxahachie. Texas, hereby constitutes and appoints Jeannette "Robin" S.
Cloyd the true and lawful attorneys and proxies of the undersigned, to attend and represent the
undersigned at the annual meeting of the stockholders of the said Bank, to be held at the office
of said Bank on February 12, 2019, and for and on behalf of the undersigned to vote on the
matters enumerated below as directed herein:
For I Against
O o (1) Directors: S. F. "Steve" Chapman, Jeannette "Robin" S. Cloyd, J. Michael "Mike"
Lee, Daniel "Gene" O'Donnell, Jim R. Odom, James R. "Jim' Pitts, Marvin E. "Mark" Singleton, Ill , Patti P. Junkin, Yomi J. Fay19a, Pat Merrill, W.R. "Bob" Seeds, John C.
Wray, R. Galen Kemp, Austin Blankenbeckler, Lindsey Manwarren, and Brian Ford
(2) Employ Fox & Byrd, C.P A., P C to conduct an annual audit for 2019.
: c (3) and on any other matter or thing that may come before said meeting or any adjournment or adjournments thereof, according to the number of shares of stock of
said Bank which the undersigned would be entitled to vote, if there personally present, and the undersigned here grves and grants unto said attorneys and proxies, full power
of substitution and revocation, hereby confirming all that said attorneys and proxies
shall do in the premises.
Management recommends a vote "fer" each of these propositions If no vote is indicated, the proxy will be cast "for" each proposal
IN WITNESS WHEREOF, I have hereunto set my hand this the __ day of------ 2019.
Russell P Badgett Printed Name of Shareholder
50
Number of Shares Represented
Signed m presence of
Signature of Shareholder
REPORT ITEM 2
Organizational chart of Bank Holding Company's direct and indirect ownership or control of all its Bank and Non-Bank Subsidiaries:
Incorporated in Delaware
100% owned by FCBS
LEI: 549300PV2KIL739QYQ35
CITIZENS NATIONAL BANK OF TEXAS
CNB of Texas Land & Title, Co
80% - Managing Member (CNB of Texas Land and Title)
100% owned by FCBS
Waxahachie, TX
Incorporated In Texas
LEI: None
Incorporated in Texas
Incorporated In Texas
100% - Managing Member(CNB of Texas)
Incorporated In Texas
FCB/TX STATUTORY TRUST III FCB/TX STATUTORY TRUST IV
Incorporated in Delaware
100% owned by FCBS
FIRST CITIZENS BANCSHARES, INC
200 N. ELM ST
WAXAHACHIE, TX 75165
ORGANIZATIONAL CHART
FIRST CITIZENS BANCSHARES, INC
Waxahachie, TX
LEI: None LEI: None LEI: None
Waxahachie, Texas
FCB/TX STATUTORY TRUST I
Incorporated in Connecticut
100% owned by FCBS
Waxahachie, TX Waxahachie, TX Waxahachie, TX
LEI: None
Waxahachie, TX
Town Square Title Company, LLC
LEI: None
Reconciliation and Verification Steps
1. In the Data Action column of each branch row, enter one or more of the actions specified below
2. If required, enter the date in the Effective Date column
Actions
OK: If the branch information is correct, enter 'OK' in the Data Action column.
Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.
Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.
Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.
Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.
If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.
Submission Procedure
When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.
If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.
Note:
To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://y10online.federalreserve.gov.
* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.
Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments
OK Full Service (Head Office) 552161 CITIZENS NATIONAL BANK OF TEXAS 200 N ELM ST WAXAHACHIE TX 75165 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 4750563 BURLESON BRANCH 1651 SW WILSHIRE BOULEVARD BURLESON TX 76028 JOHNSON UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 3538344 CEDAR HILL BRANCH 106 WEST FM 1382 CEDAR HILL TX 75104 DALLAS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 5284775 CLEBURNE BRANCH 300 GRANBURY STREET CLEBURNE TX 76033 JOHNSON UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 3911769 ENNIS BRANCH 500 EAST ENNIS AVE ENNIS TX 75119 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161 address is Ennis Ave not Ennis Street
OK Full Service 3657610 ITALY BRANCH 124 EAST MAIN STREET ITALY TX 76651 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 3009899 9TH STREET BRANCH 310 N NINTH ST MIDLOTHIAN TX 76065 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 2421186 MIDLOTHIAN 287 BRANCH 1021 EAST HIGHWAY 287 MIDLOTHIAN TX 76065 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 3009901 RED OAK BRANCH 102 HARRIS AVE RED OAK TX 75154 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 4987163 STEPHENVILLE BRANCH 2207 WEST WASHINGTON ST STEPHENVILLE TX 76401 ERATH UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 5215733 BATES BRANCH 2001 BATES DR WAXAHACHIE TX 75167 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 285964 UPTOWN BRANCH 1001 NORTH HIGHWAY 77 WAXAHACHIE TX 75165 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 3317754 WAXAHACHIE HEB BRANCH 800 DALLAS HIGHWAY WAXAHACHIE TX 75165 ELLIS UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
OK Full Service 4977829 WEATHERFORD BRANCH 800 SANTA FE DRIVE WEATHERFORD TX 76086 PARKER UNITED STATES Not Required Not Required CITIZENS NATIONAL BANK OF TEXAS 552161
(1)(a) (1)(b) (1)(c) (2)(a) (2)(b) (2)(c)
Name & Address (City,
State, Country)
Country of
Citizenship or
Incorporation
Number and
Percentage of Each
Class of Voting
Securities
Name & Address
(City, State, Country)
Country of
Citizenship or
Incorporation
Number and
Percentage of Each
Class of Voting
Securities
Jeannette Singleton
Cloyd (Houston, TX
USA) (1)
USA 21.36% (1811.99) N/A
Trudi Cloyd (New York ,
NY)USA 0.58%(49)
Catherine Cloyd (San
Rafael, CA)USA 0.12%(10)
Marshall David Cloyd
(Austin, TX)USA 0.12%(10)
Marvin E. Singleton, III
(Waxahachie, TX USA)
(2)
USA 31.74% (2691)
Elizabeth Getzendaner
Cunliffe (Waxahachie,
TX USA) (3)(4)
USA 11.41% (967)
Frances A. Badgett
(Dallas, TX)USA 0.59% (50)
Russel P Badgett
(Waxahachie, TX)USA 0.59%(50)
William H. Getzendaner,
Jr. ( Midlothian, TX
USA)(4)(5)
USA 10.42% (833.50)
The Helen G. Read
Living Trust (Midlothian,
TX USA) (3)(5)
USA 7.03% (600)
Current Securities Holders with ownership, control or holdings of
5% or more with power to vote as of fiscal year ending 12-31-2018
Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had
ownership, control or holdings of 5% or more with power to vote
during the fiscal year ending 12-31-2018
Form FR Y-6
First Citizens Bancshares, Inc
Waxahachie, TX
Fiscal Year Ending December 31, 2018
Report Item 3: Securities Holders
Item 3
William H. Getzendaner,
III (Midlothian, TX)USA 0.59%(50)
Jonathan Blake
Getzendaner (Midlothian,
TX)
USA 0.59%(50)
Katherine
Getzendaner(Midlothian,
TX)
USA 0.59%(50)
Deborah B. Coonts
(Houston, TX USA)(6)(7)USA 14.53% (1232.01)
(1) Includes 15.33% held by Mrs. Cloyd individually,
1.51% held by Jeannette S. Cloyd Trust U/W Gertrude Singleton, for which Mrs. Clody is sole trustee
and 4.52% held by the Jeannette S. Cloyd Trust U/W Marvin Singleton Jr., for which Mrs. Cloyd is sole trustee,
(2) Includes 10.92% held by Mr. Singleton individually,
19.05% held by The Singleton 2011 S Trust, for which Mr. Singleton is sole trustee
0.73% held by BMO Harris NA Trustee of the CNB of Texas Savings Plan FBO Marvin E. Singleton
and 1.04% held by the Singleton Grandchildrens' Trust, for which Mr. Singleton is sole trustee.
(3) Includes 1.77% held by Mrs. Cunliffe individually,
7.08% held by the Helen G. Read Trust, for which Mrs. Cunliffe is co-trustee,
and 2.56% held by the Getzendaner Trust, for which Mrs. Cunliffe is sole trustee,
(4) Mrs. Cunliffe and Mr. Getzendaner are siblings.
(5) Includes 3.34% held by Mr. Getzendaner individually,
7.08% held by the Helen G. Read Trust, for which Mr. Getzendaner is co-trustee,
(6) Includes .59% held by The Deborah B. Coonts Revocable Family Trust
1.51% held by Annis S. Buell Trust U/W Gertrude Singleton, for which Ms. Coonts is sole trustee
4.29% held by Annis S. Buell Trust U/W Marvin Singleton Jr., for which Ms. Coonts is sole trustee
3.89% heldy by Annis Singleton Buell 2016 Bank Stock Trust, for which Ms. Coonts is sole trustee
4.13% held by The Franklin Thomas Buell, II & Annis Singleton Buell 2007 Irrevocable Trust, for which Ms. Coonts is sole trustee
and .12% held by Franklin T. Buell, Ms. Coonts brother
(7) Ms. Coonts is the daughter of Annis Singleton Buell and Franklin Thomas Buell
Item 3
(1) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c)
Names & Address
(City, State,
Country)
Principal
Occupation if other
than with holding
company
Title & Position
with holding
company
Title & Position
with Subsidiaries
(include names of
subsidiaries)
Title & Position
with Other
Businesses
(include names of
other businesses)
Percentage of
Voting Securities
in holding
company
Percentage of
Voting Securities
in Subsidiaries
(include names
of subsidiaries)
List names of other
companies
(includes
partnerships) if 25%
or more of voting
securities are held
(List names of
companies and
percentage of
voting securities
held)
First Citizens
Bancshares, Inc.
Citizens National
Bank of Texas
First Citizens
Bancshares, Inc.
Citizens National
Bank of Texas
Austin
Blankenbeckler
(Waxahachie, TX
USA)
Car Dealership
Owner/ManagerDirector Director
Owner -
Blankenbeckler
Insurance, Owner -
Waloope
Reinsurance,
Partner -
Blankenbeckler
Properties
0.12% 0.00%
80%- Blankenbeckler
Insurance, 90% -
Waloope
Reinsurance, 25% -
Blankenbeckler
Properties
S.F. Chapman
(Waxahachie, TX
USA)
Attorney, Chapman
and Chapman
(Partner)
Director/Secretary Director/SecretaryPartner - Chapman
and Chapman2.83% 0.00%
100% Chapman and
Chapman
Report Item 4: Insiders
(1)(a)(b)(c) and (2)(a)(b)(c)
Form FR Y-6
First Citizens Bancshares, Inc
Waxahachie, TX
Fiscal Year Ending December 31, 2018
Item 4
Jeannette Singleton
Cloyd (Houston, TX
USA) (1)
N/AChairman of the
Board
Chairman of the
Board
President - IMI
Marine Operations,
Partner in
Rendezvous
Partners and
Singleton Family
Partners, Secretary -
Waxahachie
Development,
Secretary/Treasurer
- Inter-Marein Corp,
Director for Cable
Electronics
21.36% 0.00% N/A
Trudi Cloyd (New
York , NY)M.D./ER Doctor Shareholder N/A N/A 0.58% 0.00% N/A
Catherine Cloyd
(San Rafael, CA)
No information
providedShareholder N/A N/A 0.12% 0.00% N/A
Marshall David
Cloyd (Austin, TX)
No information
providedShareholder N/A N/A 0.12% 0.00% N/A
Dr. Yomi Fayiga
(Frisco, TX USA)
Medical Surgeon for
Baylor Hospital
Systems
Director Director N/A 0.12% 0.00% N/A
Brian Ford
(Waxahachie, TX
USA)
N/ADirector/Vice
President
Executive Vice
PresidentN/A 0.00% 0.00% N/A
Patti Pearman
Junkin (Waxahachie,
TX USA)
Oil Jobber/Owner of
Pearman Oil & GasDirector Director
President - Pearman
Oil0.12% 0.00%
31.30% Pearman Oil
and 33.30%
Pearman Lubricants
Dr. R Galen Kemp
(Waxahachie, TX
USA)
M.D. P.A., Surgery
Center of
Waxahachie
Director Director N/A 0.12% 0.00% N/A
Item 4
J. Michael Lee
(Waxahachie, TX
USA)
N/A Director
Director/Executive
Vice President -
CNB, Director -
CNB of Texas Land
and Title
Manager - OREO
Holdings, LLC0.15% 0.00% N/A
Lindsey Manwarren
(Midlothian, TX USA)N/A
Director/Vice
President
SVP/Cashier/CFO-
CNB, Director- CNB
of Texas Land and
Title,
Manager- OREO
Holdings, LLC0.00% 0.00% N/A
Pat Merrill
(Waxahachie, TX
USA)
Retired from US
Navy, Res Capt
Medical Equipment
Director/Asst
Secretary
Director/Asst
SecretaryN/A 0.12% 0.00% N/A
Daniel Gene
O'Donnell
(Waxahachie, TX
USA)
CPA/Retired Director Director N/A 0.12% 0.00% N/A
Jim Odom
(Waxahachie, TX
USA)
N/A Director Director N/A 0.59% 0.00% N/A
James R. Pitts
(Waxahachie, TX
USA)
Attorney, James R.
Pitts, Owner of Ellis
Co, Abstract and
Title
Director Director N/A 0.12% 0.00%70% Ellis Co Abstract
and Title
W.R. (Bob) Seeds
(Midlothian, TX USA)
Owns and Operates
Seeds FinancialDirector Director
President - Seeds
Financial0.12% 0.00%
100% Seeds
Financial
Item 4
Marvin E. Singleton,
III (Waxahachie, TX
USA) (2)
N/A Director/President
Director/President/C
EO-CNB, Director -
CNB of Texas Land
and Title, Manager -
Town Square Title,
LLC
Councilman/Mayor
Pro Tem - City of
Waxahachie,
President - Stark
Development, Board
Member - IBAT,
Manager - Singleton
Ranch, LLC and
Singleton Family
2011 Partnership,
Partner - Matagorda
Coast Partners,
President-
Waxahachie
Development Corp,
Manager- Town
Square Title Co,
LLC
31.74% 0.00%
50% Waxahachie
Development, 100%
Stark Development,
100% Singleton
Family Partnership
Cindy Smith
(Waxahachie, TX
USA)
N/ADirector/Vice
President
Executive Vice
PresidentN/A 0.00% 0.00% N/A
John C Wray
(Waxahachie, TX
USA)
Attorney, Wray,
Willett and Stoffer,
State Representative
Director
Director - CNB,
Manager - Town
Square Title LLC
President - Wray,
Willett & Stoffer,
PLLC, Manager and
20% Owner - Town
Square Title Co,
LLC, President - FM
1446, LLC, 101
South College
Street, LLC, Silent
W Investments,
LLC, Chautaugua
House
Management, LLC
and Halijon Energy
Holdings, LLC,
Limited Partner -
Morgan Wray
Partners Ltd
0.29%
20% Owner in
Town Square
Title, listed in Item
4 Line 3 ( c)
N/A
Item 4
Elizabeth
Getzendaner
Cunliffe
(Waxahachie, TX
USA) (3)(4)
InvestorPrincipal Securities
HolderN/A N/A 11.41% 0.00% N/A
Frances A. Badgett
(Dallas, TX)
No information
providedShareholder N/A N/A 0.59% 0.00% N/A
Russel P Badgett
(Waxahachie, TX)
No information
providedShareholder N/A N/A 0.59% 0.00% N/A
William H.
Getzendaner, Jr.
(Midlothian, TX
USA)(4)(5)
Self EmployedPrincipal Securities
HolderN/A N/A 10.42% 0.00% N/A
William H.
Getzendaner, III
(Midlothian, TX)
Employed by City of
Cedar HillShareholder N/A N/A 0.59% 0.00% N/A
Jonathan Blake
Getzendaner
(Midlothian, TX)
Employed by Sardis
Water CoShareholder N/A N/A 0.59% 0.00% N/A
Katherine
Getzendaner
(Midlothian, TX)
Self Employed Shareholder N/A N/A 0.59% 0.00% N/A
Deborah B. Coonts
(Houston, TX
USA)(6)(7)
Self EmployedPrincipal Securities
HolderN/A N/A 14.53% 0.00% N/A
Item 4
(1) Includes 15.33% held by Mrs. Cloyd individually,
1.51% held by Jeannette S. Cloyd Trust U/W Gertrude Singleton, for which Mrs. Clody is sole trustee
and 4.52% held by the Jeannette S. Cloyd Trust U/W Marvin Singleton Jr., for which Mrs. Cloyd is sole trustee,
(2) Includes 10.92% held by Mr. Singleton individually,
19.05% held by The Singleton 2011 S Trust, for which Mr. Singleton is sole trustee
0.73% held by BMO Harris NA Trustee of the CNB of Texas Savings Plan FBO Marvin E. Singleton
and 1.04% held by the Singleton Grandchildrens' Trust, for which Mr. Singleton is sole trustee.
(3) Includes 1.77% held by Mrs. Cunliffe individually,
7.08% held by the Helen G. Read Trust, for which Mrs. Cunliffe is co-trustee,
and 2.56% held by the Getzendaner Trust, for which Mrs. Cunliffe is sole trustee,
(4) Mrs. Cunliffe and Mr. Getzendaner are siblings.
(5) Includes 3.34% held by Mr. Getzendaner individually,
7.08% held by the Helen G. Read Trust, for which Mr. Getzendaner is co-trustee,
(6) Includes .59% held by The Deborah B. Coonts Revocable Family Trust
1.51% held by Annis S. Buell Trust U/W Gertrude Singleton, for which Ms. Coonts is sole trustee
4.29% held by Annis S. Buell Trust U/W Marvin Singleton Jr., for which Ms. Coonts is sole trustee
3.89% heldy by Annis Singleton Buell 2016 Bank Stock Trust, for which Ms. Coonts is sole trustee
4.13% held by The Franklin Thomas Buell, II & Annis Singleton Buell 2007 Irrevocable Trust, for which Ms. Coonts is sole trustee
and .12% held by Franklin T. Buell, Ms. Coonts brother
(7) Ms. Coonts is the daughter of Annis Singleton Buell and Franklin Thomas Buell
Item 4