Download Report

What: Notice of Special Membership Meeting and Vote on the Merger with FRB Federal Credit Union
When: June 18, 2015 at Noon, CST
Where: Tennessee Room, 6th floor Federal Reserve Bank of St. Louis
Dear Four Four Credit Union Member,
As you have been made aware of in previous communications and postings, the Four Four Credit Union
(“44 CU”) is being acquired by FRB Federal Credit Union (“FRB FCU”). The purpose of this communication
is to inform you of your rights as a member to vote on the proposed merger. The vote will take place
during a special membership meeting in the Tennessee Room on Thursday, June 18, 2015, at Noon, CST.
Both the 44 CU and FRB FCU operate in environments where there is tremendous competition between
financial service providers along with rising regulatory costs. Both credit unions are well capitalized and
have a solid membership base. By merging, FRB FCU can achieve greater size and economies of scale that
will help the credit union compete, continue to grow, and ensure long term value for its members and
employees. Financial statements for each credit union along with the consolidated financial statements of
the combined credit union are attached for your convenience.
In choosing a merger partner, the Board of Directors of the 44 CU looked for credit unions whose mission
aligned with ours and whose products and services would bring the greatest value to our members and
staff. FRB FCU stood out as an ideal partner as its field of membership aligned with ours and it offers a
greater variety of products and services including, real-time banking, 1st mortgages, insurance services and
debt consolidations. The recommendation was based on the strategic nature of the acquisition, the
quality of the loan portfolio, and earnings adjustments that would accrue to the benefit of the combined
organization. Both credit unions believe that time is of the essence, in order to preserve the value of the
merging institution and the confidence of its membership.
The name of the continuing credit union will be FRB Federal Credit Union (“FRB FCU”) and its four locations
after the merger will be:
1. Board of Governors @ Main Office
Martin Building
20th and C Street, NW
2. Board of Governors @ New York Avenue
1709 New York Ave, NW
Washington, D.C. 20002
3. Board of Governors @ I Square
1850 K Street, NW
Washington, D.C. 20006
4. Federal Reserve Bank of St. Louis Location, 3rd Floor
P.O. Box 442
St. Louis, MO 63166
As a member of the 44 CU, you have the right to vote on the merger proposal in person at the meeting
listed above or by written ballot. Enclosed please find your ballot and a postage-paid envelope with this
letter. If you choose to vote by paper ballot, then your vote must be received no later than Wednesday,
June 17, 2015. Please note this important deadline.
If you would like to attend the special membership meeting and vote in person, but you are not a current
Federal Reserve Bank of St. Louis employee. Please call Gary Auer at 314-444-4623, by noon on
June 16, 2015, so arrangements can be made with our Law Enforcement staff. Please note the Bank
garage will not be accessible to visitors for parking. There are several parking garages located near the
Bank. As a reminder, all visitors must have a photo ID available for inspection.
We want to thank you again for being a loyal member of the Four Four Credit Union. As a member, you
recognize the value banking with a credit union can provide. This is an exciting time for our credit union as
we continue to build on the foundation of serving you and our members. We believe our members will
benefit greatly from this merger and we are confident you will appreciate the advantages it will bring.
Sincerely,
Board of Directors of the Four Four Credit Union
Enclosure: Financial Statements
Balance Sheet
Four Four Credit Union
Merging CU
March 31, 2015
Balance Sheet
Assets
Cash & Cash Equivalents
Investments
Loans to Members
Allowance for Loan Losses
Net Loans
Accounts Receivable
Prepaid Exp.& Deferred Chg.
Other Fixed Assets
Accrued Income
Deposit in NCUSIF
Other Assets
Total All Other Assets
DR.
CR.
DR.
Balance Sheet
CR.
DR.
8,893,045
33,507,993
9,102,265
38,109,733
5,417,184
(25,545)
5,391,639
23,823,319
(178,264)
23,645,055
29,240,503
(203,809)
29,036,694
70,451
16,530
4,054
10,417
97,171
100
198,723
335,249
166,186
118,368
123,649
476,006
6,510
1,225,969
405,701
182,716
122,422
134,066
573,177
6,610
1,424,692
Member Shares
Regular Shares
Share Drafts
IRA's
Certificates
Other Deposits
Total Member Equity
Reserves and Undivided Earnings
Regular & Legal Reserves
Other Reserves
Undivided Earnings
Current Period Net Income
Total Reserves and Undivided Earnings
Capital Ratio
Balance Sheet
209,221
4,601,740
Liabilities & Equity
Accounts Payable
Notes Payable
Dividends Payable
Taxes Payable
Accrued Expenses
Other Liabilities
Total Liabilities
TOTALS
FRB FEDERAL CREDIT UNION
CONSOLIDATED
March 31, 2015
FRB Federal Credit Union
Continuing CU
March 31, 2015
10,401,322
CR.
340
3,264
4,000
29
7,632
490,500
74,079
564,579
490,841
74,079
3,264
4,000
29
572,212
2,546,034
1,690,935
296,479
1,399,778
3,614,978
9,548,205
20,952,068
19,673,857
20,079,005
60,704,930
23,498,102
21,364,792
296,479
1,399,778
23,693,983
70,253,135
234,753
610,731
845,485
5,964,140
38,412
6,002,552
6,198,893
649,143
6,848,037
10,401,322
8.13%
67,272,061
67,272,061
8.92%
77,673,384
77,673,384
8.82%
Income Statement
Four Four Credit Union
Merging CU
March 31, 2015
FRB Federal Credit Union
Continuing CU
March 31, 2015
Income Statement
Income
Income From Loans
Investment Income
Cost of Funds
Dividends on Accounts
Cost of Borrowed Money
Total Cost of Funds
54,874
6,073
60,947
1,940
6
1,945
Fees & Charges
Miscellaneous Income
Expenses
Employee Compensation
Employee Benefits
Travel & Conferences
Association Dues
Office Occupancy
Office Operations
Educational & Promotion
Loan Servicing
Professional & Outside Services
Provision for Loan Losses
Miscellaneous Expense
Total Expenses
Income Statement
Income Statement
351,594
67,919
419,513
4,377
3,728
8,105
406,468
73,993
480,461
33,525
6
33,531
31,586
31,586
32,094
5,286
63
2,292
2,250
18,011
7,210
3,516
3,773
1,500
75,993
FRB FEDERAL CREDIT UNION
CONSOLIDATED
March 31, 2015
23,266
59,040
82,306
27,643
62,768
90,411
158,812
40,963
12,070
6,087
128,130
2,725
19,601
6,033
36,000
11,260
421,682
190,906
46,248
12,133
8,380
2,250
146,141
2,725
26,811
9,549
39,773
12,760
497,676
200
200
Gain/Loss on Sale of Investments
Gain/Loss on Sale of Fixed Assets
Other Non-Operating Gains/Losses
Total
77,939
Difference
(8,886)
69,052
453,468
48,351
501,819
531,406
39,465
570,872
BALLOT FOR CONSOLIDATION
Member’s Name (PRINT) ___________________________________________
Member Number _________________________
You may vote in person at the Special Membership Meeting on Thursday June 18, 2015 at 12:00 PM or you may mail this ballot to:
Missouri Credit Union Association
Attn: Pat Behnen
2055 Craigshire Rd.
St. Louis, MO 63146
Mailed ballots must be received by Wednesday June 17, 2015.
I have read the Notice of Special Membership Meeting for the members of Four Four Credit Union. The meeting will be held on the above date
and time to consider and act upon the consolidation proposal described in the notice. I vote as follows: (mark ONE box only)

I APPROVE the proposed consolidation of Four Four Credit Union and FRB Federal Credit Union and authorize.

I DO NOT APPROVE the proposed consolidation of Four Four Credit Union and FRB Federal Credit Union.
Signed: _________________________________________________________
Date:__________________________________