annual report of holding companies-fr y-6/media/others/banking/financial... · formfry-6 tcsb...
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3075296
Board of Governors of the Federal Reserve System
FRY-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of 2
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)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. 3106(a) and 3108(a)); sections 11 (a)(1 ), 25, and 25A of the Federal Reserve Act (12 U.S.C. 248(a)(1), 602, and 611a); and sec-tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C. 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.
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 chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I.Ann M. Bollinger
Name of the Holding Company Director and Official
President. Treasurer & CFO Title of the Holding Company Director and Official
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.
This report form is to be filed by all top-tier bank holding compa-nies, top-tier savings and loan holding companies, and U.S. inter-mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require-ments of and is not treated as a qualifying foreign banking orga-nization 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 spon-sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2016 Month / Day/ Year
N/A- NONE Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporter's Name, Street, and Mailing Address
TCSB Bancorp. Inc. Legal Title of Holding Company
P.O. Box 192 (Mailing Address of the Holding Company) Street / P.O. Box
Traverse City Ml _4_96_8_5 ___ _ City State Zip Code
333 W. Grandview Pkwy, Traverse City, Ml 49684 Physical Location (if different from mailing address)
Person to whom questions about this report should be directed: Ann M. Bollinger Pres . Treas., & CFO Name Title
2 31-995-80 20 Area Code / Phone Number / Extension
231-995-5596
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.F.R. Part 261, that the Reporter filKl. individual consent to public release of all details in the report con erni hat7ndividual.l)
rr-e5 re Area Code/ FAX Number
Signature of Holding Company Director and O i ial
03/27/2017 Date of Signature
For holding companies nm registered with the SEC-Indicate status of Annual Report to Shareholders:
D is included with the FR Y-6 report ~ will be sent under separate cover D is not prepared
For Federal Reserve Bank Use Only
RSSDID C.I.
E-mail Address
N/A- NONE Address (URL) for the Holding Company's web page
Is confidential treatment requested for any portion ~ of this report submission? .............................. '1=vesL:o::J In accordance with the General Instructions for this report (check only one),
1. a letter justifying this request is being provided along with the report ..................... ....... ..................... ..... D
2. a letter justifying this request has been provided separately .............. ..... . .................. ................ . ..... D
NOTE: Information for which confidential treatment is being requested must be provided separately and labeled as "confidential."
Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information. including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget. Paperwork Reduction Project (7100.()297), Washington, DC 20503. 12/20l6
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FormFRY-6 TCSB Bancorp, Inc.
Traverse City, Michigan Fiscal Year Ending December 31, 2016
Report Item:
1: The BHC provides audited financial statements to its shareholders upon their request. A separate annual report is provided to shareholders. At the time of this filing, the annual report has not been printed and will be forwarded as soon as practicable.
2: Organization Chart: TCSB Bancorp, Inc. owns 100% of Traverse City State Bank and TCSB Statutory Trust I.
TCSB Bancorp, Inc., Traverse City, MI
(Incorporated in State of Ml)
Traverse City State Bank, Traverse City, MI 10010
(Incorporated in State of MI)
TCSB Statutory Trust I, Traverse City, MI 10010
(Incorporated in State of DE)
*No LEI for the above entities*
2(b) Branch Verification
Included as separate attachment
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Results: A list of branches for your depository institution: TRAVERSE CITY STATE BANK (ID_RSSD: 2846444). This depository institution is held by TCSB BANCORP, INC. (3075296) of TRAVERSE CITY, MI. The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017.
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 emailing this to your FRB contact, put your institution name, city and state in the subject line of the email.
Note: To satisfy the FR Y10 reporting requirements, you must also submit FR Y10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y10 report may be submitted in a hardcopy format or via the FR Y10 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) 2846444 TRAVERSE CITY STATE BANK 333 WEST GRANDVIEW PARKWAY TRAVERSE CITY MI 49685 GRAND TRAVERSE UNITED STATES 78811 0 TRAVERSE CITY STATE BANK 2846444 ok Full Service 3075942 SUTTONS BAY BRANCH 93 WEST FOURTH STREET SUTTONS BAY MI 49682 LEELANAU UNITED STATES 362279 1 TRAVERSE CITY STATE BANK 2846444 ok Full Service 3700404 COPPER RIDGE BRANCH 4011 EASTERN SKY DRIVE TRAVERSE CITY MI 49684 GRAND TRAVERSE UNITED STATES 445558 3 TRAVERSE CITY STATE BANK 2846444 ok Full Service 3529436 GARFIELD AVENUE BRANCH 1239 SOUTH GARFIELD AVENUE TRAVERSE CITY MI 49686 GRAND TRAVERSE UNITED STATES 363887 2 TRAVERSE CITY STATE BANK 2846444 ok Full Service 5020188 ACME BRANCH 6018 US 31 NORTH WILLIAMSBURG MI 49690 GRAND TRAVERSE UNITED STATES Not Required Not Required TRAVERSE CITY STATE BANK 2846444
http:https://y10online.federalreserve.gov
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Form FR Y-6 TCSB Bancorp, Inc.
Traverse City, Michigan Fiscal Year Ending December 31, 2016
Report Item 3: Shareholders:
Current Shareholders with ownership, control or holdings of 5% or more with power to vote as of 12-31-2016
(1)(a) (1) (b) (1) (c) Name & Address Country Number and
of Citizenship Percent of shares
Thomas C. Pangborn , Trustee for the Thomas C. Pangborn - USA 554,546 22.55% Common Trust II Traverse City, MI, USA
Raymond A. Weigel, III Traverse City, MI, USA USA 166,713 - 6.78% Common
Shareholders 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 12-31-2016
(1)(a) (1)(b) (1)(c) Name & Address Country Number and
of Citizenship Percent of shares
David Kelley USA 166,666 6.78% Common Traverse City, MI, USA
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Report Item 4: Directors and Officers (I) (2) (3) (a)(b)(c) and (4) (a) (b) (c)
(1) Name & Address
Constance A Deneweth Traverse City, Ml USA
Ann M Bollinger Traverse Cit , Ml USA
Raymond A Weigel Ill Traverse City, Ml USA
Terry L Beia Traverse Crty, Ml USA
Otto Belovich Traverse City, Ml USA
Thomas F Dickinson Suttons Ba , Ml USA
Thomas C. Pangbcm, Trustee for the Thomas C. Pangborn Trust II Traverse City, Ml USA
(2) Principal
Occupatlon (If other than with Hold. Co)
NIA
NIA
Consulting
Oil & Gas/Real Estate
Real Estate
Retired
Oil and Gas Investment Real Estate
(3a) (3b) Title& Title& Position Posltlon
with Bank with Hold. Co Subsidiaries
CEO CEO Director Director
Pres., Treas. &CFO President & CFO Director Director
Chainman Chainman
Vice Chairman Vice Chairman
Director Director
Director Director
Director Director
Form FR Y-6 TCSB Bancorp, Inc.
Traverse City, Michigan Fiscal Year Ending December 31, 2016
(3c) Title&
Position with other businesses
Member Member Member Member Member Member Owner
NIA
President
Member Member Member Member President President
Managing Partner Member
Member/Manager
Member Member Owner
Managing Prtnr Stockholder
Member Member Member
Stockholder Owner Owner
NIA
CEO/Chainman Member Member
Stockholder Member/Mgr
Member Member Member
(4a) Percentage
ofvoting shares In Hold.Co
3.02%
1.60%
6.78%
1.32%
3.18%
2.06%
22.55%
(4b) Percentage of voting shares In
subsidiaries
NIA
NIA
NIA
NIA
NIA
NIA
NIA
(4c) List names of other companies & % of voting shares
DFW LLC 33.3'!. Comille Acquisitions, LLC 33.3% Grayhawk of Northern Ml 50% Ancon, LLC 50% Ancon TC, LLC 50% Three West, LLC 50% Deneweth Consulting 100%
NIA
RMW Holdings, LLC 50%
OMP LLC -50% Grand Traverse Propertles LLC 100% Grandview Parkway Properties LLC 25% Old Town Propertles, LLC -100%. TeamCo, Inc .. 100% TeamCo Propertles, LLC 50% Traverse City Development, LLC 33% VITG Global LLC 40% Yard Bird Holdings, LLC. 100%
0KB LLC -98% Garfield Investment Group LLC 52% OTTC, LLC 50% US 31 S., LLC 100% Traverse Motors 98'/, Traverse City Auto Plaza, Inc. 100% Cherry Capital Cadillac Subaru, LLC 98% Huellmantel Development Group LLC 80%, Creekside, lncJ20% OTTC, LLC Creekside, Inc 25% Stockholder OB Agency 100% Belovich Marketing 100%
NA
Savoy Exploration Inc 66% Savoy Energy, LP 32% OTTC, LLC 50% PP LLC Creekside, Inc 25% Stockholder Pangborn Propertles, LLC. 100% Boon Road, LLC 40% Huellmantel Development Group LLC 80%, Creekside, lncJ20% OTTC, LLC Comllle Acquisition, LLC 31.5% (In Trust)
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Report Item 4: Directors a nd Officers (1) (2) (3) (a)(b)(c) and (4) (a) (b) (c)
(1) Name & Address
David Stellingworth Suttons Ba . Ml USA
Dan Stoudt, Sr. Traverse City, Ml USA
Nancy Haller Traverse Cit , Ml USA
Daniel Stahl Traverse Cit . Ml USA
Gregory Quick Traverse Cit . Ml USA
(2) Principal
Occupation (If other than
with Hold. Co)
Retired
NIA
NIA
NIA
NIA
(3a) Title& Position
with Bank Hold. Co
Director
NIA
NIA
NIA
NIA
Form FR Y-6 TCSB Bancorp, Inc.
Traverse City, Michigan Fiscal Year Ending December 31, 2016
(3b) (3c) (4a) (4b) Title& Title& Percentage Percentage
Position Position of voting of voting with with other shares In shares In
Subsidiaries businesses Hold. Co subsidiaries
Director NIA 2.06% NIA
Exec Vice President Managing Mem 0.04% NIA Commercial Lending Managing Ptnr
Sr Vice President NIA 0.21% NIA Aud~. Com liance & Securit
Sr Vice President NIA 0.35% NIA Chief Credit Officer
Sr Vice President NIA 0.00% NIA Mort a e Bankin
(4c) List names of other companies & %of voting shares
NIA
Linden Kensington, LLC 100% Bryant Stoudt Land Investment Co. 50%
NIA
NIA
NIA
FR Y-6 Page 1Report Item 2a: Organization ChartReport Item 2b: Domestic Branch ListingReport Item 3: Securities HoldersReport Item 4: Insiders