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F ederal

reserve

Bank

DALLAS, TEXAS

of

Dallas

75222

Circular No. 71-^3
February 11, 1971

AMENDMENTS TO REGULATION F

To All State Member Banks
in the Eleventh Federal Reserve District:
The Board of Governors of the Federal Reserve System
has amended sections 206.4(g)(2) and 206.5(l) of Regulation F,
’’Securities of Member State Banks", effective February k , 1971;
in view of the provisions of an Act of Congress approved Decem­
ber 22, 1970 (Public Law 91-567)* The Act, among other things,
amended the Securities Exchange Act of 193^ to require disclosure
of certain information concerning acquisitions of more than 5 per
cent of a class of equity securities registered pursuant to the
1934 Act (rather than 10 per cent, as formerly).
A copy of the amendments in slipsheet form is enclosed
for insertion in the ring binder containing the Regulations of
the Board of Governors and the Bulletins of this Bank. Addi­
tional copies may be obtained by contacting our Bank Examination
Department.
Yours very truly,
P. E. C o ldw ell

President
Enclosure (l)

This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

SECURITIES OF MEMBER STATE BANKS
AM ENDM ENTS TO REGULATION F
Tender Offers and Other Stock Acquisitions
1. Effective February 4, 1971, section 206.4
(g) (2) is amended as set forth below:
SECTION 206.4 — REGISTRATION
STATEM ENTS AND REPORTS.

SECTION 206.5. — PROXY STATEMENTS
AN D O TH ER SOLICITATIONS
U N D ER SECTION 14
OF T H E ACT.
5{S

* * * * *
(g) Current Reports.***
(2) (i) Any person who, after acquiring, di­
rectly or indirectly, the beneficial ownership of
any equity security of a member State bank, of a
class which is registered pursuant to section 12
of the Act, is directly or indirectly the beneficial
owner of more than 5 per cent of such class shall,
within ten days after such acquisition, send to the
bank at its principal executive office, by registered
or certified mail, send to each exchange where the
security is traded, and file with the Board a state­
ment containing the information required by
Form F - l l . Eight copies of the statement shall be
filed with the Board.
(ii)
Acquisitions of securities by a security
holder who, prior to such acquisition, was the
beneficial owner of more than 5 per cent of the
outstanding securities of the same class as those
acquired shall be exempt from the reporting re­
quirements of subdivision (i) of this subparagraph
if the following conditions are met: (a) the ac­
quisition is made pursuant to preemptive sub­
scription rights in an offering made to all holders
of securities of the class to which the preemptive
subscription rights pertain; (b) the purchaser does
not, through the exercise of such preemptive sub­
scription rights, acquire more than his or its pro­
rata share of the securities offered; and (c) the
acquisition is duly reported pursuant to section
16(a) of the Act and the provisions of § 206.6
promulgated thereunder.

* * * * *
2. Effective February 4, 1971, section 206.5
(1) is amended as set forth below:

jfr

5j«

*

❖

(1) Invitations for tenders. (1) No person, di­
rectly or indirectly, by use of the mails or by any
means or instrumentality of interstate commerce
or of any facility of a national securities exchange
or otherwise, shall make a tender offer for, or a
request or invitation for tenders of, any class of
any equity security, which is registered pursuant
to section 12 of the Act, of a member State bank
if, after consummation thereof, such person would,
directly or indirectly, be the beneficial owner of
more than 5 per cent of such class, unless, at the
time copies of the offer or request or invitation
are first published or sent or given to security
holders, such person has filed with the Board a
statement containing the information and exhibits
required by Form F - ll.

* * * * *
(5) If any securities to be offered in connec­
tion with the tender offer for, or request or invita­
tion for tenders of, securities with respect to which
a statement is required to be filed pursuant to
subparagraph (1) of this paragraph, have been
or are to be registered under the Securities Act
of 1933, a copy of the prospectus containing the
information required to be included therein under
that Act shall be filed as an exhibit to such state­
ment. Any information contained in the pro­
spectus may be incorporated by reference in such
statement.
(6) Eight copies of the statement required by
subparagraph (1) of this paragraph, every amend­
ment to such statement, and all other material
required by this section shall be filed with the
Board.