Report at the close of busine a This Report is required by law: Sec 10n 5 c 1)( 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. 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. 1. John Caughey Name of the Holding Company Director and Official CapGen Capital Group IV LLC - VP & 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. 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 and individual consent to public release of all details · e report co hat individual. For holding companies nQ/. registered with the SEC- Indicate status of Annual Report to Shareholders: 0 is included with the FR Y-6 report will be sent under separate cover 0 is not prepared For Federal Reserve Bank Use Only RSSD ID Lf!J/ft.('i C.l. -------- FRY-6 OMB Number 7100-0297 Approval expires December31. 2015 1 of2 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. Date of Report (top-tier holding company's fiscal year-end}: December 31, 2013 Month I Day I Year Reporter's Name, Street, and Mailing Address CapGen Capital Group IV LLC Legal Title of Holding Company 120 West 45th Street- Suite 10'b (Mailing Address of the Holding Company) Street I P.O. Box NewYork NY ------- City State Physical location (if different from mailing address) 10036 Zip Code Person to whom questions about this report should be directed: Charlie Rogers Controller Name 212-542-6876 Area Code I Phone Number I Extension 212-542-5879 Area Code I FAX Number [email protected]E-mail Address CapGen.com ------------- Title Address (URL) for the Holding Company's web page Does the reporter request confidential treatment for any portion of this submission? 0 Yes Please identify the report items to which this request applies: (gj No 0 In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request is being provided. 0 The information for which confidential treatment is sought is being submitted separately labeled "Confidential." Public reporting burden for this infonnation 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 fonn and to review instructions and complete the infonnation collection. Send comments regarding this burden estimate or any other aspect of this collection of infonnation. including suggestions for reducing this burden to: Secretary. Board of Governors of the Federal Reserve System, 20th and C Streets, N.W., washington, DC 20551, and to the Office of Management and Budget. Paperwork Reduction Project (7100-0297), washington, DC 20503. 12/2012
15
Embed
CAPGEN CAPITAL GROUP IV LLC - Richmond Fed...2013/12/31 · Form FR Y-6 JACKSONVILLE BANCORP, INC. Jacksonville, Florida Fiscal Year Ending December 31,2013 Report/tern 2. Organizational
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Report at the close of busine a This Report is required by law: Sec 10n 5 c 1 )( 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.
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.
1. John Caughey Name of the Holding Company Director and Official
CapGen Capital Group IV LLC - VP & 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 prepared 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.F.R. Part 261, that the Reporter and individual consent to public release of all details · e report co hat individual.
For holding companies nQ/. registered with the SECIndicate status of Annual Report to Shareholders:
This report form is to be filed by all top-tier bank holding companies 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 qualifying 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.
Date of Report (top-tier holding company's fiscal year-end}:
December 31, 2013 Month I Day I Year
Reporter's Name, Street, and Mailing Address
CapGen Capital Group IV LLC Legal Title of Holding Company
120 West 45th Street- Suite 10'b (Mailing Address of the Holding Company) Street I P.O. Box
NewYork NY -------City State
Physical location (if different from mailing address)
10036 Zip Code
Person to whom questions about this report should be directed:
Does the reporter request confidential treatment for any portion of this submission?
0 Yes Please identify the report items to which this request applies:
(gj No
0 In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request is being provided.
0 The information for which confidential treatment is sought is being submitted separately labeled "Confidential."
Public reporting burden for this infonnation 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 fonn and to review instructions and complete the infonnation collection. Send comments regarding this burden estimate or any other aspect of this collection of infonnation. including suggestions for reducing this burden to: Secretary. Board of Governors of the Federal Reserve System, 20th and C Streets, N.W., washington, DC 20551, and to the Office of Management and Budget. Paperwork Reduction Project (7100-0297), washington, DC 20503.
12/2012
For Use By Tiered Holding Companies
FR Y-6 Page 2 of 2
Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.
~..§.e_~en Capital Group IV LP Legal Title of Subsidiary Holding Company
120 West 45th Street (Malling Address of the Subsidiary Holding Company) Street/ P.O. Box
New York NY 10036 City State Zip Code
---------,--,-----Physical location (if different from mailing address)
Jc-1<?ksonville Bancorp, Inc. Legal Title of Subsidiary Holding Company
100 North Laura Avenue (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
Jacksonville FL 32202 City State Zip Code
Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
City State Zip Code
Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
City State Zip Code
Physical location (if different from mailing address)
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
City State Zip Code
Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company} Street I P.O. Box
City State Zip Code
Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
~-------------------City State Zip Code
------------Physical location (if different from mailing address)
Legal Title of Subsidiary Holding Company
. - ~--------
(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box
Cily State Zip Code
Physical location (if different from mailing address)
12/2012
Form FR Y-6
JACKSONVILLE BANCORP, INC. Jacksonville, Florida
Fiscal Year Ending December 31,2013
Report/tern
2. Organizational chart.
CapGen Capital Group IV LLC New York, NY
Incorporated in Delaware
2.029%
CapGen Capital Group IV LP New York, NY
Incorporated in Delaware
49.800%
JACKSONVILLE BANCORP, INC.
THE JACKSONVILLE BANK Jacksonville, Florida
Incorporated in Florida
Jacksonville, Florida Incorporated in Florida
~
I 100% I Ownership
I I I
-- I __ JACKSONVILL E STATUTORY TRUST I
II II II
Jacks onville, Florida red in Delaware Registe
1 00% Ownership II
FOUNTAIN FINANCIAL, INC. Jacksonville, Florida
Incorporated in Florida
JARRETT POINT, LLC ** Jacksonville, Florida
Incorporated in Florida
TJB PROPERTIES, LLC ** Jacksonville, Florida
PARMAN PLACE, INC.** Jacksonville, Florida
S. PT. PROPERTIES, INC.** Jacksonville, Florida
EAST ARLINGTON, INC. ** Jacksonville, Florida
•• Not Reportable on Y-10
II 11--II
--1 II II II II II
---'1--
11 II II II II
---1 I __
I I I I I
--1 I I I I I
--' I I I I
__ I
JACKSONVILLE STATUTORY TRUST II onville, Florida Jacks
Registe red in Delaware
JACKSONVILLE BANCORP, INC. STATUTORY TRUST Ill
Jacksonville, Florida Registered in Delaware
ATLANTIC BANCGROUP STATUTORY TRUST I
Jacksonville, Florida Registered in Delaware
Results: A list of branches for your depository institution: JACKSONVILLE BANK, THE (ID_RSSD: 2737775).
This depository institution is held by JACKSONVILLE BANCORP, INC. {2737766} of JACKSONVILLE, FL.
The data are as of 12/31/2013. Data reflects information that was received and processed through 01/07/2014.
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.
Comments
(1) (1) (1)
(a) (a) (a)
Name City State
Eugene Ludwig Washington DC
Robert Goldstein Westport cr John Rose Hermitage PA
John Sullivan Garden City NV
(2) (2) (2)
(a) (a) (a)
Name City State
n/a
(1)
(a)
Country
USA
USA
USA
USA
(2)
(a)
Country
Form FR Y-6
CapGen Capital Group IV LLC
Fiscal Year Ending December 31, 2013
Report Item 3: Securities Holders
(1) (1)
(b) (c)
Citizenship Number of Securities
USA n/a - LLC membership interest
USA n/a - LLC membership interest
USA n/a - LLC membership interest
USA n/a - LLC membership interest
(2) (2)
(b) (c)
Citizenship Number of Securities
(1)
(c) Percent of Voting Securities
37.350%
22.350%
22.350%
10.000%
(2)
(c) Percent of Voting Securities
(1) (1)
(a) (a)
Name City
Eugene Ludwig through CapGen Capital Group IV LLC Washington
Robert Goldstein through CapGen Capital Group IV LLC Westport
John Rose through CapGen Capital Group IV LLC Hermitage
John Sullivan through CapGen Capital Group IV LLC Garden City
Current Shareholders with ownership, control or holdings of 5% or more Shareholders not listed in (3)(1)(a) through (3)(1 )(c) that had ownership, control or holdings of with power to vote as of fiscal year ending 12/3112013 5% or more with power to vote during the fiscal year ending 12/3112013
(2)(a) Name & Address (2)(b) (2)(c) Number and Percentage of (1)(a) Name & Address (1)(b) Country of (1)(c) Number and Percentage of (City, State) Country of Each Class of Voting Securities
(City, State) Citizenship or Each Class of Voting Securities Citizenship or Incorporation Incorporation
CapGen Capital Group IV LP USA 2,887,707-49.80% Common Stock N/A N/A N/A
New York, NY *
Endeavour Capital Advisors Inc. USA 315,392-9.93% Common Stock* N/A N/A N/A New York, NY
Sandier O'Neill Asset USA 266,667--8.40% Common Stock • N/A N/A N/A Management LLC New York, NY
Wellington Management Company USA 266,643--8.39% Common Stock* N/A N/A N/A Boston, MA
Name & Address (City, Principal Occupation if Other than with Bank State, Country) Holding Company
Robert Goldstein Principal, C8pGen Capital Advisers, LLC
Westport, CT USA
Eugene Ludwig Managing Member & Principal, CapGen Washington, DC USA Capital Advisers, LLC
John Rose Hermitage, Principal, CapGen Capital Advisers, LLC
PAUSA
(3)(8)
Title & Position with Bank Holding Company
Principal
(3)(b)
Form FR Y-6
CapGen Capital Group IV LLC
Fiscal Year Ending December 31, 2013
Report Item 4: Insiders
(3)(c)
Title & Position with Subsidiaries Title & Position Other Businesses (Include Names of Other (Include Names of Subsidiaries) Businesses)
n/a Director & Chairman· BANKshares (and its banking subsidiary,
BankfiRST)
Director- Seacoast Banking Corporation of Florida (and its banking
subsidiary, Seacoast National Bank)
Director- Palmetto Bancshares (and its banking subsidiary,
Palmetto Bank)
Director- Hampton Roads Bankshares
Director- FNB Corporation
Managing Member & n/a See Attached
Principal
Principal Director- Jacksonvllle Bancorp Director- PacWest Bancorp
(and Its banking subsidiary, The Director- McAllen Capital Partners
Jacksonville Bank) Director- White River Capital Corp.
Director- FNB Corporation
John Sullivan Garden Managing Director, CapGen Capital Advisers, Managing Director Director- Jacksonville Bancorp
City, NY USA LLC (and Its banking subsidiary, The Director- Palmetto Bancshares (and its banking subsidiary,
Jacksonville Bank) Palmetto Bank)
John Caughey
Stewart Manor, NY Chief Financial Officer, CapGen Capital Director- Director- Helen Keller Services for the Blind
USA Advisers, LLC Chief Financial Officer n/a
(4)(a) (4)(b)
Percentage of Voting Percentage of Vothing Shares in Subsidiaries
Shares in Bank Holding (Include Names of Company Subsidiaries)
22.350% None
37.350% None
1.54% Directly in
22.3SO% Jacksonville Bancorp
10.000% None
0.500% None
(4)(c)
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)
None
See Attached
None
None
None
(1) (2) (3)(a)
Name & Address (City, Principal Occupation if Other than with Bank Title & Position with Bank State, Country) Holding Company Holding Company
Robert Goldstein Principal, CapGen Capital Advisers, LLC Principal
Westport, CT USA
Eugene Ludwig Managing Member & Principal, CapGen Managing Member &
Washington, DC USA Capital Advisers, LLC Principal
John Rose Hermitage, Principal, CapGen Capital Advisers, LLC Principal
PAUSA
John Sullivan Garden Managing Director, CapGen Capital Advisers, Managing Director
City, NY USA LLC
John Caughey
Stewart Manor, NY Chief Financial Officer, CapGen Capital
USA Advisers, LLC Chief Financial Officer
Form FR Y-6
CapGen Capital Group IV LP
Fiscal Year Ending December 31, 2013
Report Item 4: Insiders
(3)(b) (3)(c)
Title & Position with Subsidiaries (Include Names Title & Position Other Businesses (Include Names of of Subsidiaries} Other Businesses)
n/a Director & Chairman- BANKshares (and its
banking subsidiary, BankFIRST)
Director· Seacoast Banking Corporation of Florida
(and its banking subsidiary, Seacoast National
Bank)
Director- Palmetto Bancshares (and its banking
subsidiary, Palmetto Bank)
Director 4 Hampton Roads Bankshar.es Director- FNB Corporation
n/a See Attached
Director- Jacksonville Director- PacWest Bancorp
Bancorp (and its banking Director- McAllen Capital Partners
subsidiary, The Jacksonville Director- White River Capital Corp.
Bank) Director- FNB Corporation
Director- Jacksonville Director- Palmetto Bancshares (and its banking
Bancorp (and its banking subsidiary, Palmetto Bank)
subsidiary, The Jacksonville
Bank)
Director- Director- Helen Keller Services for the
Blind
n/a
(4)(a) (4)(b)
Percentage of Vothlng Percentage of Voting Shares in Shares in Bank Holding Subsidiaries (Include Names of
Company Subsidiaries)
22.350% None
37.350% None
1.54% Directly in Jacksonville
(4)(c)
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)
None
See Attached
22.350% Bancorp None
10.000% None None
0.500% None None
Managing Member
ludwig Enterprises, LLC Managing Member
Ludwig Family I Managing Member Investments, LLC
ludwig Family Director, President Foundation Inc., The &Treasurer
University of Oxford Member Vice Chancellor's Circle
New America Member Foundation Committee for a Responsible Federal Budget's CEO
Fiscal leadership Council
National Academy Secretary Foundation
United States Advisory Lead Advisor Board of BTMU U.S.
CURRENT BUSINESS COMMITM-ENTS FOR EUGENE A. LUDWIG