Form FR Y-6 FR Y-6 Annual Report of Bank Holding Companies

FR Y-6
OMB Number 7100–0297
Expires December 31, 2011

Board of Governors of the Federal Reserve System

Annual Report of Bank 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 CFR 211.13(c)); and
Section 225.5(b) of Regulation Y (12 CFR 225.5(b)). 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 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 CFR 211.23). 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 Bank Holding Companies must be
signed by one director of the top-tier bank holding company. This
individual should also be a senior official of the top-tier bank holding
company. In the event that the top-tier bank 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.

Date of Report (top-tier bank holding company's fiscal year-end):

I,

Month / Day / Year

Reporter's Name, Street, and Mailing Address
Legal Title of Bank Holding Company

Name and Title of the Bank Holding Company Director and Official

attest that the Annual Report of Bank Holding Companies (including
the supporting attachments) for this report date have 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.

(Mailing Address of the Bank Holding Company) Street / P.O. Box

City / State / Zip Code

Physical location (if different from mailing address)

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 CFR Part 261, that the Reporter and individual
consent to public release of all details in the report concerning
that individual.

Person to whom questions about this report should be directed:
Name / Title

Area Code / Phone Number

FAX Number

E-mail Address

Address (URL) for the Bank Holding Company's web page
Signature of Bank Holding Company Director and Official

Date of Signature

For bank holding companies not registered with the SEC—
Indicate status of Annual Report to Shareholders:
is included with the FR Y-6 report
will be sent under separate cover
is not prepared

Does the reporter request confidential treatment for any portion of this
submission?

Yes Please identify the report items to which this request

applies:

In accordance with the instructions on pages GEN-2 and
3 a letter justifying the request is being provided.
The information for which confidential treament is sought
is being submitted separately labeled “Confidential.”

  For Federal Reserve Bank Use Only
  RSSD Number
   C.I.
Public reporting burden for 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

No
gather and maintain data in the required form and to review instructions and complete
the information collection.

FR Y-6
COV-2

For Use By Tiered Bank Holding Companies

Top-tiered bank holding companies must list the names, mailing address and physical locations of each of their subsidiary bank
holding companies below.

Legal Title of Subsidiary Bank Holding Company

Legal Title of Subsidiary Bank Holding Company

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

City / State / Zip Code

City / State / Zip Code

Physical location (if different from mailing address)

Physical location (if different from mailing address)

Legal Title of Subsidiary Bank Holding Company

Legal Title of Subsidiary Bank Holding Company

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

City / State / Zip Code

City / State / Zip Code

Physical location (if different from mailing address)

Physical location (if different from mailing address)

Legal Title of Subsidiary Bank Holding Company

Legal Title of Subsidiary Bank Holding Company

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

City / State / Zip Code

City / State / Zip Code

Physical location (if different from mailing address)

Physical location (if different from mailing address)

Legal Title of Subsidiary Bank Holding Company

Legal Title of Subsidiary Bank Holding Company

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

(Mailing Address of the Subsidiary Bank Holding Company) Street / P.O. Box

City / State / Zip Code

City / State / Zip Code

Physical location (if different from mailing address)

Physical location (if different from mailing address)

12/04

Appendix A
FR Y–6 Example Format and Guidance*

* Under the Federal Reserve Board’s Regulatory Reports Monitoring Program, required items for non-automated reports should be appropriately completed and contain all of the specified information. If a required item is not appropriately completed, containing all the specified information, the report will be considered to be false. The reporting
bank holding company has discretion regarding the format of this report as long as each reporting item is included in
the report. This example does not include every situation or relationship that is reportable in the FR Y–6 report. It is
solely intended to provide bank holding companies assistance in completing the FR Y–6.

SAMP-1

FR Y-6

Example Format and Guidance

SAMPLE

Form FR Y-6
Cliff Bancshares, Inc.
St. Louis, Missouri
Fiscal Year Ending December 31, 20XX
Report Item

Organization Chart
1: Include the full legal name and
the city and state (U.S. entities)
or the city and country (nonU.S. entities) or the physical
location of the principal office.
2a: Include all entities of which
more than 5 percent of any
class of voting shares is owned
or controlled and all entities,
regardless of the amount of
voting shares owned, that are
otherwise controlled by the
top-tier bank holding company,
directly or indirectly through
subsidiaries.
2b: Include all changes and
corrections to the branch
listing provided by the
Federal Reserve Bank.

1: The bank holding company prepares an annual report for its securities holders.

Two copies are enclosed.
2: Organizational Chart

27%

CLIFF
BANCSHARES, INC.
St. Louis, MO

35%

100%
Marble Credit Corp.
Louisville, KY
100%
Marble Consumer
Finance
Louisville, KY

Cliff Bank
St. Louis, MO

15%

85%
Granite Mortgage Co.
St. Louis, MO

NR

Gravel Bancshares, Inc.
Memphis, TN
100%
Gravel Bank & Trust
Little Rock, AR

Sandstone
Data Processing
Memphis, TN

NR= Ownership percentage not reportable on the FR Y-10. Percentage of ownership
is less than 25% and the companies are not controlled by any other means.

12/07

Example Format and Guidance

SAMPLE
Report Item 3: Securities holders
(1)(a)(b)(c) and (2)(a)(b)(c)

Form FR Y-6

(1)(a)
Name,
City, State, Country

USA

USA

USA

(1)(b)
Country of Citizenship
or Incorporation

160 - 6% Common
Stock

293 - 11% Common
Stock

665 - 25% Common
Stock

720 - 27% Common
Stock
100 - 4% Options
on Common Stock

Mary Doe
Anywhere, MO

Jeannine Doe
Anywhere, MO

(2)(a)
Name,
City, State, Country

USA

USA

(2)(b)
Country of Citizenship
or Incorporation

100 - 50% Preferred Stock
(repurchased)

160 - 6% Common
Stock
(repurchased)
160 - 6% Options
on Common Stock
(expired)

XYZ Company
St. Louis, MO

ABC Company
St. Louis, MO

USA

100 - 50% Preferred Stock
(repurchased)

(2)(c)
Number and Percentage of
Each Class of Voting
Securities

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
12-31-20XX

Legal Title of Bank Holding Company
Fiscal Year Ending December 31, 20XX

Current securities holders with ownership, control or holdings of 5% or more
with power to vote as of fiscal year ending 12-31-20XX

James Doe
Anywhere, MO

USA

60 - 2% Common
Stock
160 - 6% Options
on Common Stock

(1)(c)
Number and Percentage of
Each Class of Voting
Securities

Gregory Doe
Anywhere, MO

USA

135 - 5% Common
Stock

Cindy Doe
Anywhere, MO

Taylor Family
Trust
John Taylor Trustee
St. Louis, MO

USA

The estate of
Joe Doe
St. Louis, MO

SAMP-2

12/08

Example Format and Guidance

SAMPLE

Form FR Y-6

Legal Title of Bank Holding Company
Fiscal Year Ending December 31, 20XX

(4)(a)
Percentage of
Voting Shares in
Bank Holding
Company

(4)(b)
Percentage of
Voting Shares in
Subsidiaries
(include names
of subsidiaries)

(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

N/A

(3)(c)
Title & Position
with Other
Businesses
(include names
of other
businesses)

27%

5%
(Cliff Bank)

N/A

(3)(b)
Title & Position
with Subsidiaries
(include names
of subsidiaries)

N/A

25%

None

(3)(a)
Title & Position
with Bank Holding
Company

Director &
President
(Cliff Bank)

N/A

11%**

(2)
Principal
Occupation if other
than with Bank
Holding Company

Report Item 4: Insiders
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

(1)
Name,
City, State,
Country

Director &
Chairman

Director &
Vice
President
(Cliff Bank)

N/A

N/A
N/A

Director &
President

N/A

James Doe
Anywhere, MO

N/A

N/A

Cindy Doe
Anywhere, MO

N/A

Widget Corp.
(35%)

Gregory Doe
Anywhere, MO

None
None

2%
Director

N/A

President Widget Corp.
Anywhere, MO

2%
(Cliff Bank)

Manufacturing
Widget Corp.

None

Mary Doe
Anywhere, MO

None

President
Anywhere
College
Anywhere, MO

Jeannine Doe
Anywhere, MO

Director &
Sec./
Treasurer

College
Administrator

** Note: Although Gregory Doe is not a director or officer of the bank holding company, information must be provided because he is considered a “principal securities
holders” of the bank holding company. This definition can be found in the FR Y-6 instructions.

SAMP-3

12/08