lL]
FRY-6
OMB Number7100-0297
Approval expires December 31, 2015
( : PY
Page 1of2
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 225.5(b) of Regulation Y (12
C.F.R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners'
Loan Act. Return to the appropriate Federal Reserve Bank the
original and the number of copies specified.
This report form is to be filed by all top-tier bank holding compa­
nies and top-tier savings and loan holding companies organized
under U.S. law, and by any foreign banking organization that
does not meet the requirements of and is not treated as a qualify­
NOTE: The Annual Report of Holding Companies must be signed
Date of Report (top-tier holding company's fiscal year-end):
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 F ederal
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.
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.
Reporter's Legal Entity Identifier
1. Steve Aughenbaugh
Reporter's Name, Street, and Mailing Address
Name of the Holding Company Director and Official
President and Director
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.
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,
that the Reporter and individual consent to public release of all
details in the report co
ming th i · idual.
December 31, 2014
Month I Day I Year
None
(LEI)
(20-Character
LEI
Code)
Lincoln S.B. Co r p .
Legal Title of Holding Company
P.O. Box
529
(Mamng Address of the Holding Company) Street/ P.O. Box
Lincoln
IL
City
State
62656
_____
Z
- ip_
C_o-de
508 Broadway St, Lincoln, IL 62656
Physical Location (if different from mailing address)
Person to whom questions about this report should be directed:
Kendall Hurley
VP, State Bank of
Name
Title
L i nco l n
217-732-2755
Area
Code I Phone Number I Extension
217-732-4215
Area Code I FAX Number
khurley@sblincoln.com
E-mail Address
None
Address (URL) for the Holding Company's web page
Date of Signature
For holding companies nQ1 registered with the SEC-
Does the reporter request confidenta
i l treatment for any pottion of this
submission?
Indicate status of Annual Report to Shareholders:
t8J
D
D
is included with the FR Y-6 report
0 Yes
Please identify the report items to which this request applies:
will be sent under separate cover
O In accordance with the instructions on pages GEN-2
is not prepared
and 3, a letter just ifying the request is being provided.
For Federal Reserve Bank Use Only
RSSDID
C.I.
/;l{J'(7/S-
O The information for which confidential treatment is sought
is being submitted separately labeled "Confidential."
1:8:1 No
Public reporting burden ror this information collection Is estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 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 (7100-0297), Washington, DC 20503.
10/2014
LINCOLN S.B. CORP
Lincoln, Illinois
A One-Banking Holding Company
Comparative Balance Sheet
YEARS ENDING 2014 and 2013
ASSETS
2014
2013
67,715.17
43,175.13
Investment in State Bank of Lincoln
29,200,261.43
25,845,417.77
TOTAL ASSETS
29,267,976.60
25,888,592.90
Cash
LIABILITIES
IL State Withholding Tax Payable for Shareholders
11,991.61
3,258.00
Notes Payable - Stockholders
0.00
0.00
Interest Payable
0.00
0.00
11,991.61
3,258.00
TOTAL LIABILITES
STOCKHOLDERS EQUITY
16,072.00
16,072.00
3,256,267.54
3,256,267.54
Retained Earnings
24,345,457.31
24,712,229.93
Treasury Stock at Cost (1524 shares)
(1,269,417.54)
(1,269,417.54)
Common Stock
Additional Paid in Capital
Unrealized Gain or Loss on Securities
756,807.12
(463,044.41)
Increase in Retained Earnings
2,150,798.56
TOTAL STOCKHOLDERS EQUITY
29,255,984.99
25,885,334.90
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
29,267,976.60
25,888,592.90
(366,772.62)
14,548
14.548
March Book Value
1,917.16
2,092.18
June Book Value
1,960.57
1,842.30
September Book Value
1,990.97
1,864.04
December Book Value
2,011.00
1,779.31
Number of Shares outstanding
LINCOLN S.8. CORP
Lincoln, Illinois
A One-Bank Holding Company
(Subchapter S Corporation)
Comparative Statement of Current Changes in
Retained Earnings For Years 2014 and 2013
OPERATING INCOME
Dividends Received from Subsidiary
Equity of Undistributed Income
Miscellaneous Income
3,603,066.00
2, 134,992.13
2,189,888.00
(356,296.46)
0.00
0.00
5,738,058.13
1,833,591.54
Amortization of Goodwill
0.00
0.00
Interest Expense
0.00
0.00
Other Operating Expense
8,451.57
18,164.16
TOTAL OPERATING EXPENSE
8,451.57
18,164.16
NET INCOME
5,729,606.56
1,815,427.38
TOTAL INCOME
OPERATING EXPENSE
Shareholder Distributions for Taxes
2,269,488.00
872,880.00
Other Shareholder Disritutions
1,309,320.00
1,309,320.00
TOTAL DISTRIBUTIONS
3,578,808.00
2, 182,200.00
Increase in Retained Earnings
2,150,798.56
(366,772.62)
Form FRY-6 Annual Holding Company Report
Lincoln S.B. Corp.
508 Broadway Street
PO Box 529
Lincoln, Illinois 62656
Fiscal Year Ending December 31, 2014
Report Item:
2(a): Organization Chart
Lincoln S. B. Corp.
508 Broadway Street
PO Box 529
Lincoln, Illinois 62656
Incorporated in the state of Delaware
100%
State Bank of Lincoln
508 Broadway Street
PO Box 529
Lincoln, Illinois 62656
A State of Illinois financial institution
There are no non-controlled investments greater than 5%
but less than 25% owned by the bank holding company.
2 ( b ) : Branch Verification
Submitted via e-mail on March 26, 2015.
Results: A list of branches for your depository institution: STATE BANK OF LINCOLN (ID_RSSD: 490535).
This depository institution Is held by LINCOLN S.8. CORP.
(1204nS) of llNCOLN, IL
The data are as of 12/31/2014. Data reflects Information that was received and processed throuBh 01/07/2015.
Rrcondliation and Verification Steps
L In the Data Action column of each branch row, rnter 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.
Chanee: If the branch Information is incorrect or incomplete, revise the data, enter 'ChanBe' In the Data Action column and the date when this Information first became valid in the Effective Date column.
Close:
Jf a branch llsted was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.
De lete: tf a branch IJsted was never owned by this depository institution, enter 'Delete' In the Data Action column.
Add: If a reportable branch Is missing, insert ;:i, row, add the br;:i,nch 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 usinB 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 thts 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 reportln1 requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a D•t• 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 applfcatlon - https://ylOonline.federalreserve.gov.
FDIC UNINUM, Office Number, and ID_RSSO c.olumns are for reference only. Veriflcation of these values is not required.
o... Adlon E-Dote
Bninch Service Type
OK
Full Service (Head Office)
Br•nch I D_R sso• PopuluN•m•
49<li35 STATE BANK OF LINCOLN
StTeet Address
City
SOS BROADWAY
LINCOLN
Sblte Zip Code County
IL
62656 LOGAN
Country
UNITEDSTAlli
FDICUNINUM•
7884
Office Nu mber•
Head Offace
HHd Office ID
RSso•
D STATE BANK OF LINCOLN
6 STATE BANK OF LINCOLN
490535
OK
Full Service
CLINTON IL
61727 DEWITT UNITEDSTATES
7683
OK
Full Service
3494413 CLINTON IGA BRANCH
22D
CLINTON
IL
61727 DEWITT UNITTD STATES
22633D
8 STATE BANK OF LINCOLN
49053S
OK
Full Service
2094731 SANGAMON STREET FACILITY
111 NORTH SANGAMON STREET
LINCOLN
IL
626S6 LOGAN
UNITTD STATES
265211
3 STATE BANK OF LINCOLN
490535
OK
Full Service
2DB6D26 STATE BANK WEST BRANCH
818WOODLAWN ROAD
LINCOLN
IL
62656 LOGAN
UNITED STATES
227049
1 STATE BANK OF LINCOLN
490535
OK
Full Service
364ll39 WALMART FACILllY
82S MALERICH DRIVE
LINCOLN
IL
626S6 LOGAN
UNITED STATES
4663Dl
S STATE BANK OF LINCOLN
490535
3950852
CLINTON BRANCH
3Dl SOUTH SIDE SQUARE
EAST VAN BUREN STREET
49053S
Comments
Form FRY-6 Annual Holding Company Report
Lincoln S.B. Corp.
508 Broadway Street
PO Box 529
Lincoln, Illinois 62656
Fiscal Year Ending December 31, 2014
Report Item 3: Securities Holders
(1)a (1)b (1)c:
Current Securities Holders with ownership, control or holdings of 5% or more
with power to vote as of fiscal year ending 12/31/14:
(1)c
(1)a
(1)b
Number and Percentage
Name & Address
Country of Citizenship
of Each Class
(City, State, Zip, Country)
or Incorporation
of Voting Securities
Elinor J. Drake
El Paso, Illinois 61738, USA
2,959 (20.34%) Common Stock
USA
Fred L Drake, Trustee of the Fred L Drake Revocable
2,634 (18.11%) Common Stock
Trust u/a/d March 27, 2014
Hudson, Illinois 61748, USA
USA
2,633 (18.10%) Common Stock
Allen C. Drake
El Paso, Illinois 61738, USA
USA
Marcia J. Dudley
El Paso, Illinois 61738, USA
2,539 (17.45%) Common Stock
USA
2,351 (16.16%) Common Stock
Arthur M. Drake
Bloomington, Illinois 61704, USA
USA
George E. Drake Family Trust
1,432 (9.84%) Common Stock as 358 (2.46%) shares each for Allen C. Drake,
Dated 5/16/85
Arthur M. Drake, Fred L. Drake and Marcia J. Dudley as beneficiaries
Allen Drake Trustee
El Paso, Illinois 61738, USA
USA
Report Item 3: Securities Holders
(2)a (2)b and (2)c:
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 12/31/14:
(1)c
(1)a
(1)b
Number and Percentage
Name & Address
Country of Citizenship
of Each Class
(City, State, Zip, Countrv)
or Incorporation
of Voting Securities
N/A
.Y-U Annual Holdlni:i Company Report
Lincoln S,B, Corp.
SOS Broadway Street
PO Box 529
Lincoln, lll!nols 62656
11 Year Endlni:i December 31, 2014
Report Item 4: Insiders
11\121f3\a b c and 14\a b c
(1)
(2)
Principal Occupation
Name & Address
'City, State Counlrvl
if other than with
Holdlno Comoanv
Lincoln, lll!nols, USA
State Bank of Lincoln
Steve D. Aughenbaugh
George E. Drake
El Paso, Illinois, USA
President
( 3)(•)
Tiiie & Position
with Holdino Comoanv
President and
Director
(3)(b)
Title & Position
(3)(o)
with Subsidiaries
Title & Position
President
NIA
Chairman of Bd
Vice Chairman of Board and Director:
Heartland Bank and Trust Co.
( include names of
subsldlarlesl
State Bank of Lincoln
with other businesses
include names of subsldlariesl
( 4)(o)
Percentage of
( 4 )(b)
Percentage of Voting
Securities In subsidiaries
Voting Securities
(Include names of
in Holdlno Comoanv subsldladesl
lf 4\ fc)
List names of other companies (Include
partnerships) If 25% or more of voting
securities are held (List names of companies
and oercenlaoe of votlno securities held\
None
None
NIA
None
None
Llncolnland Farms LP 38,6% Owner
Retired Banker
Chairman of Bd
State Bank of Lincoln
El Paso, Illinois, USA
Ret!red
NIA
NIA
NIA
20.34%
None
Llncolnland Farms LP 33.64% Owner
Allen C. Drake
Retired Banker
Director
Vice President and
Director. Heartland Bank and Trust Company
18.10%
None
Slate Bank of Lincoln
Heartland Bancorp, Inc,
Trustee and 25% Beneficiary of the
Georoe Drake Jnlervlvos Famllv Trust
ElinorJ. Drake
El Paso, Illinois, USA
Arthur M. Drake
Bloomington, Illinois, USA
Retired
NIA
Fred L Drake as Trustee
of the Fred L Drake
NIA
NIA
Farmer
Director
Director
State Bank of Lincoln
NIA
Fanner
Ofrector
Director
State Bank of Lincoln
NIA
Director
Director
Homemaker
Richard D. Martin
Glenn McCrea
Lincoln, Illinois, USA
Lincoln, Illinois, USA
Retired Banker
Director
Banker
Secretary
Lincoln, llllnols, USA
Gall L Nunnery
Clinton, llllnols, USA
Chairman, President, CEO Heartland Bancorp
NIA
El Paso, llllnols, USA
TerryJ. Brown
Vice President
NIA
Chairman, CEO Heartland Bank and Trust Co,
Chairman Heartland Data Services
Chairman First Communitv Title
Vice President
Marcia J, Dudley
NIA
Director & Executive Vice President of
State Bank of Lincoln
Banker
Revocable Trust
Hudson Illinois 61748
Director
Vice Chairman of Board and Director:
Heartland Bancorp, Inc.
Stale Bank of Lincoln
VP and Trust Officer
State Bank of Lincoln
AND
9.84% as Trustee of
CRC1 LLC 100% Owner President
George Drake Trust
16.16%
18.11%
17.45%
Llncolnland Farms LP - General Partner
Trustee of the Elinor Drake Grandchildren Trusts
Trustee for CKD Famllv Trust
None
None
NIA
Heartland Bancorp 24.54% Voting Rights
None
NIA
None
None
NIA
None
None
NIA
Heartland Bank & Trust Co
None
None
NIA
NIA
None
None
NIA