Annual Report of Holding Companies-FR Y-6

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COPY
FRY-6
OMB Number 7100-0297
Approval expires Seplember 30. 2018
Page 1 or 2
Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
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 of the Federal Reserve Act (12 U.S.C.
§§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K
(12 C.F.R. § 211.13(c)); and Section 225.S(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 appropriate Federal Rese1Ve 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 is not treated as a qualify­
ing foreign banking organization under Section 211.23 of
Regulation 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) is not required to respond to, an information collection
unless it 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 individual
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
individual who is a senior official and is also a director, the chair­
man of the board must sign the report.
_NlA__:=���=-·
I, Erik Skovgard
Reporter's Name, Street. and Mailing Address
Name of the Holding Company Director and Official
CEO/President
Title of the Holdin g Company Director and Official
With respect to information regarding individuals contained in this
report, the Reporter certifies that it has the authority to provide this
information to the Federal Reserve. The Reporter also certifies
that it has the authority, on behalf of each individual, to consent or
object to public release of information regarding that individual.
The Federal Reserve may assume, in the absence of a request for
confidential treatment submitted in accordance with the Board's
"Rules Regarding Availability of Information,• 12 C.FR. Part 261,
o£7: s:;::Jl
d
Month I Day I Year
Reporter's LB�ri1 C1n1(y 1Jcntnic1 \Lt:ij (20-Charci.cter LEI Code)
Lincoln Bancorp
Legal Title or Holding Cam pa ny
attest that the Annual Report of Holding Companies (including
the supporting attachments) for this report date has been pre­
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.
that the Reporter
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2015
fillQ
individual consent to public release of all
;nd;,�ual
301 Washington Street
(Mailing Address of the Holding Campany) Street I P.O. Box
Cedar Falls
IA
City
State
50613
-------
Z i p Cade
508 Main Street, Reinbeck. IA 50669
Physical Location (if different from mailing address)
Person to whom questions about this report should be directed:
Emily J. Girsch
EVP/CFO
-------
Name
Title
319-788-6441
Area Code I Phone Number I Extension
319-788-669 7
Area Cade I FAX Number
[email protected]
E-mail Add res s
Si gn atu re of Holding Camp�ny Director and Official
w\NW.mylsb.com
03/07/2016
Address (URL) for the Holding Company's web page
Date of Signature
For holding companies OQJ. registered with the SEC-
Does the reporter request confidential treatment for any porlion of this
submission?
Indicate status of Annual Report to Shareholders:
0
0
0
is included with the FR Y-6 report
0
Yes
Please identify the report items 10 which this request applies:
will be sent under separate cover
is not prepared
O In accordance with the instructions on pages GEN-2
and 3, a letter justifying the request is being provided.
For Federal Resezdkrse Orly�
�°r
RSSD
.
qG
O The information for which confidential treatment is sought
is being submitted separately labeled "Confidential."
(8) No
Public reporting burden for rr11s Information collection is estimated to vary from 1.3 10 101 hours per response, with an average of 5.25 hours per response. including lime to gather and
maintain data in lhe required fonn and to review instructions and complete the informatton collection. Send comments regarding this burden estimate or any other aspect of !his collection of
informat.lon, inducting suggestions for reducn
i g this burden to: Secretary, Board of Governor,; of lhe Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551, and lo !he
Office of M anagemenl and Budget. Paperwork Reduction Projecl (7100-0297). Washinglon. DC 20503.
12/2015
Form FR Y-6
Lincoln Bancorp
Reinbeck, Iowa
Fiscal Year Ending December 31, 2015
Report Item
1:
The bank holding company prepares an annual rep01i for its securities holders and is not registered
with the SEC. As specified by the appropriate Reserve Bank, 3 copies are enclosed.
2a: Organizational Chart
Lincoln Bancorp
(Holding Company)
LEI: N/A
Incorporated in Iowa
Reinbeck, IA
I
100%
Lincoln Savings Bank
(Bank Subsidiary)
549300XY02VS45l5ZZ90
100%
Lincoln Bancorp Capital
Trust II
(Subsidiary)
Incorporated in Iowa
LEI: N/A
Cedar Falls, IA
Incorporated in Iowa
100%
LSB Financial Services,
Inc.
(Subsidiary)
LEI: N/A
Incorporated in Iowa
Reinbeck, IA
2b: Domestic branch listing provided to the Federal Reserve Bank.
Reinbeck, IA
Results; A Ust of branches for your holding company: LINCOLN BANCORP (1210169) of REINBECK. IA .
The data are as of 12/31/2015 . Data reflects information that was received and processed through 01/07/2016.
Reeonclllatlon and Verification Steps
1. In the Data Action column of each branch row, enter one or more of the actions specified below.
2.
lf required, enter the date in the Effective Date column.
�
OK: If the branch information is correct, enter 'OK' In the Data Action column.
Chan1e: If the branch Information Is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this informalion first became valid in the Effective Date column.
dose: 1f 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 5aved copy to your FRB contact. See the detailed instruction5 on thi5 site for more information.
If you are e·mailing this to your FRB contact, put your institution name, city and state in the subject Jlne of the e-mall.
Note:
To satisfy the FR Y·lO reportin& requirements, you must also submit FR Y·lO Domestic Branch Schedules for each branch with a Ooabl Action of Change, Close, Delete , or Add .
The FR Y·lO report may be submitted In a hard copy format or via the FR Y·lO Online application· https://ylOonline.federalreserve.gov.
• FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.
O.tli Action
Street Address
Cltv
State Zin Code
Counhl
Countn1
OK
Full Service IHead Offlcel
301 WASHINGTON STREET
CEDAR FALLS
IA
50613
BLACK HAWK
UNITED STATES
OK
Full Service
4467692 ADEL OFFICE
80S MAIN STREfT
ADEL
IA
50003
DALLAS
UNITED STATES
OK
Full Service
2105123 ALLISON BRANCH
402 NORTH MAIN STREET
ALLISON
IA
50602
BUTLER
UNITED STATES
OK
Full Service
4810243 ANKENY OFFICE
1375 SOUTHWEST STATE STREET
ANKENY
IA
50023
POLK
UNITED STATES
OK
Full Service
821241 APLINGTON BRANCH
932 PARROTT STREET
APLINGTON
IA
50604
BUTLER
UNITED STATES
OK
FuUService
3S201S2 VIKING ROAD BRANCH
225 VIKING ROAD
CEDAR FALL5
IA
S0613
BLACKHAWK
UNITED STATES
OK
Full Service
4465429 CLIVE OFFICE
13523 UNIVERSITY AVE
CLIVE
IA
50325
POLK
UNITED STATES
50632
Effective O.te
Branch Strvice TvrH!
Branch ID RSSD•
Ponular Name
589943 LINCOLN SAVINGS SANK
FDIC UNINUM•
Office: Number•
Head Office
Head Office ID Rsso•
0 LINCOLN SAVINGS BANK
589943
LINCOLN SAVINGS BANK
589943
3 LINCOLN SAVINGS BANK
S89943
LINCOLN SAVINGS BANK
589943
11249
4 LINCOLN SAVINGS BANK
589943
423193
13 LINCOLN SAVINGS BANK
589943
LINCOLN SAVINGS BANK
589943
8872
Not Reouired
Not Reauired
6716
Not Reouired
Not Reauired
Not Reouired
Not Reauired
6 LINCOLN SAVINGS BANK
S89943
OK
Full Service
534644 GARWIN OFFICE
237 MAIN STREET
GARWIN
TAMA
UNITED STATES
OK
Full Service
782744 GREENE BRANCH
111 EAST TRAER
GREENE
IA
50636
BUTLER
UNITED STATES
11250
7 LINCOLN SAVINGS BANK
589943
OK
Full Service
243973 GRINNELL BRANCH
1025 MAIN STREET
GRINNELL
IA
50112
POWESHIEK
UNITED STATES
488159
15 LINCOLN SAVINGS BANK
589943
IA
8535
OK
Full Service
3520198 HUDSON BRANCH
200 ELDORA ROAD
HUDSON
IA
50643
BLACKHAWK
UNITED STATES
8063
10 LINCOLN SAVINGS BANK
589943
OK
Full Service
2073969 LINCOLN BRANCH
109 NORTH MAIN STREET
LINCOLN
IA
50652
TAMA
UNITED STAltS
231163
2 LINCOLN SAVINGS BANK
589943
OK
Full Service
121 CEDAR STREET
NASHUA
IA
50658
CHICKASAW
UNITED STATES
9029
8 LINCOLN SAVINGS BANK
589943
589943
715041 121 CEDAR STREET OFFICE
OK
Full Service
3534597 REINBECK BRANCH
508 MAIN STREET
REINBECK
IA
50669
GRUNDY
UNITED STATES
231164
9 LINCOLN SAVINGS BANK
OK
Full Service
3520170 TAMA BRANCH
214 WEST 4TH STREET
TAMA
IA
52339
TAMA
UNITED STATES
181402
14 LINCOLN SAVINGS BANK
589943
OK
Full Service
3520219 TOWER PARK BRANCH
242 TOWER PARK DRIVE
WATERLOO
IA
50701
BLACKHAWK
UNITED STATES
363534
12 LINCOLN SAVINGS BANK
589943
3956573 WAVERLY BRANCH
1810 4TH STREET SW SUITE 105
WAVERLY
IA
50677
BREMER
UNITED STATES
494347
17 LINCOLN SAVINGS BANK
589943
Close
1/8/2016 FultServlce
Comments
Form FR Y-6
Lincoln Bancorp
Cedar Falls, Iowa
Fiscal Year Ending December 31, 2015
Report Item 3: Securities Holders
Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had
Current Securities Holders with ownership, control or holdings of 5%
ownership, control or holdings of 5% or more with power to vote
or more with power to vote as of fiscal year ending 12-31-2015
during the fiscal year ending 12-31-2015
(1)(a)
(1)(b)
Name & Address (City,
State, Country)
Country of
Citizenship or
Incorporation
Lincoln Bancorp
U.S.A.
(1 )(c)
I Number and
Percentage of Each
Class of Voting
Securities
3,385 shares
Employee Stock
21.93% of common
Ownership Trust,
stock
Reinbeck, IA/USA
Trustees:
Steve Tscherler
Clem Havlik
Emily Girsch
James Schneider
Note: The shares owned
by the ESOT are voted
by the trustees
Peterson Contractors,
Inc., Reinbeck, IA/USA
U.S.A.
2,397 shares
15.53% of common
stock
(2)(a)
(2)(b)
Name & Address
(City, State, Country)
Country of
Citizenship or
Incorporation
N/A
(2)(c)
Number and
Percentage of Each
Class of Voting
Securities
Form FR Y-6
Lincoln Banc o rp
Reinbeck, IA
Fiscal Year Ending December
(2)
(1)
(3)(a )
(3)(b)
31, 2015
(4)(a )
(3)(c)
(4)(b)
(4)(c)
List names of other
co mp anies
(includes
partnerships) if
25°/o or more of
voting securities
are held (List
Title
Pr i ncipal
Names
& Address
(City, State,
Country )
&
Position
with Subsidiaries
Businesses
Voting Securities in Subsidiaries
(include names of
in Holding
other businesses )
Company
voting s ecu rities
310 shares
2.01% of all
President &
common stock
Director, Aspro, Inc. outstanding
None
None
54 shares
0.35% of all
common stock
outstanding
None
None
Company
Company
(include names of
subsidiaries)
Director
Director, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trust 11
Director, LSB
Financial Services,
Inc.
Director and Vice
Chairman
Director, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trust It
Director, LSB
Financial Services,
Inc
Trustee, Lincoln
Bancorp retirement
plans
Steve Tscherter
Retired Bank
Reinbeck, Iowa/USA President
.
percentage of
(include names
of subsidiaries )
with Holding
•
names of
Voting Securities companies and
Percentage of
& Position
than with Holding
Milt Dakovich
Waterloo, Iowa/USA Construction
Percentage of
Position
with Other
Title
Occupation if other Title
&
held)
Form FR Y-6
Lincoln Bancorp
Reinbeck, IA
Fiscal Year Ending December 31,
(2 )
(1)
(3)(a )
(3)(b)
2015
(4)( a)
(3)(c)
4)(b)
(4)( c)
List names of other
companies
(includes
partnerships) if
25°/o or more of
voting securities
are held (List
Title
Title
Principal
Names
& Address
Occupation if other Title
& Position
(City, State,
than with Holding
with Holding
Countrv)
Company
Company
James Schneider,
Reinbeck, INUSA
Grain and livestock
farmer
Executive Vice
PresidenVChief
Financial
Officer/Controller,
Emily Girsch, Cedar Lincoln Savings
Falls, IAIUSA
Bank
Director
Vice President
and Treasurer
&
Position
Percentage of
names of
with Other
Percentage of
with Subsidiaries
Businesses
Voting Securities in Subsidiaries
percentage of
(include names of
s u bs id iari es )
(include names of
in Holding
(include names
voting securities
other bus iness es )
Company
of subsidiaries )
held )
Direclor and
Secrelary, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trust 1 1
Director, LSB
Financial Services,
Inc.
Cold Farms, inc. (a
family farming
business) President
and Director
Cold-Dale (a family
farming business)
Presidenl and
Director
Trustee, Lincoln
Bancorp retirement
plans.
113 Shares
0.73% of all
common stock
outstanding
None
Cold Farms. Inc.:
62% of all stock
Cold-Dale Farms:
33.33% (1/3 interest
in partnership)
& Position
Executive Vice
President, Lincoln
Savings B'1nk
Vice President,
Lincoln Bancorp
Capital Trust II
Vice President, LSB
Financial Services, Trustee, Lincoln
Bancorp retirement
Inc.
plans
Voting Securities companies and
0 Shares
0% of all common
stock outslandinq None
None
Form FR Y-6
Lincoln Bancorp
Reinbeck, IA
Fiscal Year Ending December 31, 2015
(1)
Names & Address
(City, State,
Country)
Clement Havlik,
Elma, INUSA
Richard Rickert,
Traer, INUSA
'2)
3\fal
Principal
Occupation if other Title & Position
than with Holding with Holding
Companv
Company
Retired; former
President and CFO,
Professional Office Director and
Services, Inc.
Chairman
Agriculture
Director
(3)(b)
(3)(c )
(4)(a)
(4)(b)
(4)(c)
List names of other
companies
(includes
partnerships) if
25o/o or more of
voting securities
are held (List
Title & Position
Percentage of
names of
Title & Position
with Other
Percentage of
Voting Securities companies and
with Subsidiaries Businesses
Voting Securities in Subsidiaries percentage of
(include names of (include names of in Holding
{include names voting securities
subsidiaries)
other businesses) Company
of subsidiaries) held)
Direclor and
Chairman, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trusl 1 1
Director, LSB
Financial Services,
Inc.
Director, Lincoln
Savings Bank
Direclor, Lincoln
Bancorp Capital
Trust II
Direclor, LSB
Financial Services,
Inc.
Trustee, Lincoln
Bancorp retirement
plans
175 shares
1.13% of all
common stock
outstanding
None
None
Director, Tama Co.
Mutual Ins. Co.
45 Shares
0.29% of all
common stock
outslanding
None
None
Form FR Y·6
Lincoln Bancorp
Reinbeck, IA
Fiscal Year Ending December 31, 2015
(1)
Names & Address
(City, State,
Country)
Steven Brouwer,
Aplington, INUSA
Jeff Dralle, Greene,
INUSA
Erik Skovgard,
Reinbeck, INUSA
(2)
(3)(a)
(3)(b)
(3)(c)
4)(a)
(4){c)
(4)(b)
Principal
Occupation if other Title & Position
than with Holding with Holding
Company
Company
List names of other
companies
(includes
partnerships) if
25°/o or more of
voting securities
are held (List
names of
Percentage of
Title & Position
Percentage of
with Other
Voting .Securities companies and
Title & Position
percentage of
Voting Securities in Subsidiaries
with Subsidiaries Businesses
(include names of (include names of In Holding
(include names voting securities
subsidiaries)
other businesses) Company
of subsidiaries) held)
Retired; former
Medical Sales
Manger, Kodak
Company and Grain
Farmer
Director
Direclor, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capilal
Trust II
Direclor, LSB
Financial Services,
Inc.
None
0.58% of all
common stock
outstanding
Small Business
Owner- retail
department store
Director, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trust II
Director, LSB
Financial Services,
Inc.
President, Oralle's
Department Store,
Inc.
63 Shares
0.41% of all
common stock
outstanding
Director
CEO/President,
Lincoln Savings
Bank and President, President and
Director
LSB Financial, Inc.
90 shares
CEO/President and
Director, Lincoln
Savings Bank
President, Lincoln
Bancorp Capital
Trust II
President, LSB
None
Financial, Inc.
25 shares
0.16% of all
common slack
outstanding
None
None
None
None
Oralle's Department
Store: 30% of all
stock
None
Form FR Y-6
Lincoln Bancorp
Reinbeck, IA
Fiscal Year Ending December 31, 2015
(1)
Names & Address
(City, State,
Countrv)
Dana Uhlenhopp,
Allison, INUSA
Michael Peterson,
Reinbeck, INUSA
Lincoln Bancorp
Employee Stock
Ownership Trust
Reinbeck, INUSA
Peterson
Contractors, Inc.
Reinbeck, INUSA
(2)
(3)(a)
Principal
Occupation if other Title & Position
than with Holding with Holding
Company
Company
Executive Vice
Presidenl/ Chief
Credit Officer,
Lincoln Savings
Bank
(3)(b)
(3)(c)
(4)(b)
(4)(c)
List names of other
companies
(includes
partnerships) if
25°/o or more of
voting securities
are held (List
Title & Position
Percentage of
names of
Voting Securities companies an d
Percentage of
Title & Position
with Other
Voting Securities in Subsidiaries percentage of
with Subsidiaries Businesses
(Include names voting securities
(include names of (include names of in Holding
subsidiaries)
other businesses) Company
of subsidiaries) held)
Assistant Treasurer
and Director1
Reinbeck Motors
Co, Inc.
Secretary and
Director
Executive Vice
President, Lincoln
Savings Bank
Direclor, Lincoln
Savings Bank
Director, Lincoln
Bancorp Capital
Trust II
Director, LSB
Financial Services,
Inc.
NA
NA
NA
NA
NA
NA
NA
NA
Vice President
(4)( a)
None
Director, Peterson
Contractors, Inc.
Director, Reinbeck
Motors Co., Inc.
Director, PetCor NA
Corp.
5 shares
0.03% of all
common stock
outstanding
14 shares
0.09% of all
common stock
outstanding
3,385 shares
21.93% of all
common stock
outstanding
2,397 shares
15.53% of all
common stock
outstanding
None
None
Foundation Services
Corporation: 25%
TM2, LLC: 25%
PCI M2, LLC: 50%
None
None
None
None