Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5...

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Transcript of Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5...

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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

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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.

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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.

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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

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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

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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

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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

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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

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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

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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

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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

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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

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(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

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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

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(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

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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

Page 19: Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5 ,?@A ,

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

Page 20: Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5 ,?@A ,

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

Page 21: Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5 ,?@A ,

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

Page 22: Dallasfed.org - First Citizens Bancshares · 2019. 11. 29. · / 00 1( 2 3 45 6 7 89 : ;< $!= >5 ,?@A ,

(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