Full text of District Notices (Federal Reserve Bank of Dallas) : Regulation F - Securities of Member State Banks

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Fe d e r a l R e s e r v e

bank of

Da l l a s

DALLAS. TEXAS

M arch 5, 1965

REGULATION F
SECURITIES OF MEMBER STATE BANKS

To All State Member Banks
in the Eleventh Federal Reserve District:
In o u r le tte r o f D ecem ber 30, 1964, you w ere ad v ised t h a t copies o f R eg u latio n F , issu ed
b y th e B o ard of G overnors o f th e F e d e ra l R eserv e S y ste m p u rs u a n t to th e S e c u ritie s E x ch a n g e
A c t of 1934, as am ended, w ould be availab le fo r g e n e ra l d istrib u tio n a b o u t F e b ru a ry 1, 1965.
A tta c h e d is a copy of th e new R eg u latio n an d copies of re la te d F o rm s F - l th ro u g h F-9.
T he R eg u latio n re la te s to th e re g is tra tio n of sto ck o f S ta te -c h a rte re d b an k s t h a t a re m em ­
b e rs of th e F e d e ra l R eserv e S y stem , th e filing of re p o rts b y such b an k s, so licita tio n of sto ck ­
h o ld er p ro x ies, an d disclosure o f tra n s a c tio n s in b a n k stocks b y so-called “in s id e rs.” T he
effective d a te of th e R eg u latio n w as J a n u a ry 1, 1965. S ta te m em b er b a n k s w ith 750 o r m ore
h o ld ers of one class of stock m u s t re g is te r such sto ck w ith th e B oard of G overnors by A pril 30,
1965. B an k s w ith 500 o r m o re sh a re h o ld e rs m u s t r e g is te r by A p ril 30, 1967.
T h e R eg u latio n w as ad o p ted p u rs u a n t to a 1964 A ct of C ongress t h a t ex ten d e d th e public
d isclo su re re q u ire m e n ts of th e S e cu rities E x ch a n g e A c t to th e se c u ritie s o f b a n k s and o th e r
co rp o ratio n s n o t liste d on a n a tio n a l se c u ritie s exchange. U n d e r th e te rm s of th e am ended
S ecu rities E x c h a n g e A c t th e re q u ire m e n t as to public disclosure of in fo rm a tio n re g a rd in g
b an k sto ck s is confined in itia lly to b an k s w ith 750 o r m o re h o ld ers o f one class of stock.
B eg in n in g in J a n u a ry , 1967, coverage will be ex ten d ed to b an k s w ith 500 o r m o re sh areh o ld ers.
A d d itio n al copies of th e R eg u latio n an d th e fo rm s a re availab le u pon re q u e st.

Yours very truly,
Watrous H. Irons
P re s id e n t

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

T

REGULATION F
(1 2 CFR 2 0 6 )
Effective January 1, 1965

■
£
?
<3

INQUIRIES WITH RESPECT TO THIS REGULATION
Any inquiry relating to this regulation should be addressed to the
Federal R eserve Bank o f the Federal Reserve district in which the
inquiry arises. Form s necessary for the preparation o f statements
and reports may be obtained from any Federal Reserve Bank.

CONTENTS

Sec. 206.1—Scope of Part.............................................

Page
1

Sec. 206.2—Definitions..................................................

1

Sec. 206.3—Inspection and Publication of Informa­
tion Filed Under the A ct.....................
(a) Filing of material with the Board..................
(b) Inspection...........................................................
(c) Nondisclosure of certain information filed...

4
4
4
5

Sec. 206.4— Registration Statements and Reports of
Banks.......................................................
6
(a) Requirement o f registration statement
6
(b) Registration effective as to class or series
6
(c) Acceleration of effectiveness o f registration.. 6
(d) Exchange certification......................................
6
(e) Requirement o f annual reports.......................
6
(f) Exception from requirement for annual report 6
(g) Current reports...................................................
7
(h) Quarterly reports...............................................
7
(i) Additional information....................................
7
(j) Information not available................................
7
(k) Disclaimer of control........................................
7
(1) Incorporation by reference..............................
7
(m) Summaries or outlines of documents............
7
(n) Omission of substantially identical documents 8
(0) Incorporation of exhibits by reference
8
(p) Extension of time for furnishing information.
8
(q) Number of copies; signatures; binding
8
(r) Requirements as to paper, printing, and
language...........................................................
9
(s) Preparation of statement or report................
9
(t) Riders; inserts.....................................................
9
(u) Amendments.......................................................
9
(v) Title of securities...............................................
9
9
(w) Interpretation o f requirements........................
(x) When securities are deemed to be registered.. 10
Sec. 206.5—Proxies, Proxy Statements, and State­
ments Where Management Does Not
Solicit Proxies........................................
(a) Requirement of Statement...............................
(b) Exceptions...........................................................
(c) Annual report to security holders to accom­
pany Statements..............................................
(d) Requirements as to proxy................................
(e) Presentation of information in Statement
(f) Material required to be filed............................
(g) Mailing communications for security holders
(h) False or misleading statements........................
(1) Special provisions applicable to election con­
tests....................................................................
(j) Prohibition of certain solicitations.................
Sec. 206.6— “Insiders* ” Securities Transactions and
Reports Under Section 16 of the Act
(a) Filing of statements by directors, officers,
and principal stockholders...........................
(b) Ownership of more than 10 per cent o f an
equity security.................................................
(c) Disclaimer of beneficial ownership................

10
10
10
10
11
12
12
13
14
15
17
17
17
17
17

Page
Ownership of securities held in trust.............. 17
Certain transactions subject to section 16(a). . 18
Exemption from section 16 of securities pur­
chased or sold by odd-lot dealers............... 18
(g) Exemption of small transactions from section
16(a).................................................................. 19
(h) Temporary exemption of certain persons from
sections 16(a) and (b)..................................... 19
(i) Exemption from section 16(b) of transactions
that need not be reported under section
16(a).................................................................. 19
(j) Exemption from section 16(b) of certain
transactions by registered investment com­
panies................................................................ 19
(k) Exemption from section 16(b) of certain
transactions effected in connection with a
distribution...................................................... 19
(1) Exemption from section 16(b) of acquisitions
o f shares of stock and stock options under
certain stock bonus, stock option, or
similar plans.................................................... 20
(m) Exemption from section 16(b) o f long-term
profits incident to sales within six months of
the exercise of an option............................... 21
(n) Exemption of certain securities from section
16(c)................................................................... 22
(o) Exemption from section 16(c) of certain trans­
actions effected in connection with a dis­
tribution............................................................ 22
(p)Exemption of sales of securities to be acquired 22
(q) Arbitrage transactions under section 16.......... 22
(d)
(e)
(f)

Sec. 206.7—Form and Content of Financial State­
ments ....................................................... 23
(a)
Principles o f financial reporting................. 23
(b).......................... Verification................................... 23
(1) General.......................................................... 23
(2) Opinions to be expressed by principal
accounting officer and auditor.............. 23
(3) Certification by independent public
accountants............................................... 23
(c)
Provisions o f general application................ 24
(1) Requirements as to form ............................ 24
(2) Items not material........................................ 24
(3) Inapplicable captions and omission o f
unrequired or inapplicable financial
statements.................................................. 24
(4) Additional information............................... 24
(5) Changes in accounting principles and
practices and retroactive adjustments
o f accounts................................................ 24
(6) Summary of accounting principles and
practices.................................................... 24
(7) Foreign currencies........................................ 25
(8) Commitments................................................ 25
(9) General notes to balance sheets............... 25
(10) General notes to statements o f in com e.. 26
(d)
Consolidated financial statements............... 26
(e)Statement o f changes in capital accounts
27
(f)
Schedules to be filed........................... 27

FORMS AND RELATED INSTRUCTIONS
Forms and related instructions, which are integral parts of this regula­
tion, are assembled separately as follows:
Form
Form
Form
Form

F -l— Registration Statement for Securities of a Bank;
F-2— Annual Report;
F-3— Current Report; and
F-4— Quarterly Report.

Form F-5— Proxy Statement; Statement Where Management Does Not
Solicit Proxies; and
Form F-6— Statement in Election Contest.
Form F-7— Initial Statement of Beneficial Ownership of Equity
Securities.
Form F-8— Statement of Changes in Beneficial Ownership of Equity
Securities.
Form F-9— Financial Statements.
A. Balance Sheet
B. Statement of Income
C. Statement of Changes in Capital Accounts
D. Schedules

BOARD OF GOVERNORS
of the
FEDERAL RESERVE SYSTEM

REGULATION F
(12C F R 206)
Effective January 1, 1965

SECURITIES OF MEMBER STATE BANKS

SECTION 206.1— SCOPE OF P A R T 1
This Part is issued by the Board of Governors
of the Federal Reserve System (the “B oard”)
pursuant to section 12(i) of the Securities Ex­
change Act of 1934 (15 U.S.C. 78) (the “A ct”)
and applies to all securities subject to registra­
tion pursuant to section 12(b) or section 12(g)
of the Act by a bank that is organized under
State law and is a member of the Federal R e­
serve System (“bank”).

SECTION 206.2— DEFINITIONS
For the purposes of this Part, including all
forms and instructions promulgated for use in
connection herewith, unless the context other­
wise requires:
1 This text corresponds to the Code of Federal Regula­
tions, Title 12, Chapter II, Part 206, cited as 12 CFR
206. The words “this Part”, as used herein, mean Regu­
lation F.

(a) The terms “exchange”, “director”, “per­
son”, “security”, and “equity security” have the
meanings given them in section 3(a) of the Act.
(b) The term “affiliate” (whether referred to
as an “affiliate” of, or a person “affiliated” with,
a specified person) means a person that directly,
or indirectly through one or more intermedi­
aries, controls, or is controlled by, or is under
common control with, the person specified.
(c) The term “amount”, when used with re­
spect to securities, means the principal amount
if relating to evidences of indebtedness, the
number of shares if relating to shares, and the
number of units if relating to any other kind of
security.
(d) The term “associate”, when used to indi­
cate a relationship with any person, means (1)
any corporation or organization (other than the
bank or a majority-owned subsidiary of the
bank) of which such person is an officer or part­
ner or is, directly or indirectly, either alone or
together with one or more members of his im­
mediate family, the beneficial owner of 10 per

REG ULATIO N F

(D

e f in it io n s )

§ 2 0 6 .2

(B) Securities identified as held of record
cent or more of any class of equity securities,
by a corporation, a partnership, a trust whether
(2) any trust or other estate in which such per­
or not the trustees are named, or other organi­
son has a substantial beneficial interest or as to
zation shall be included as so held by one
which such person serves as trustee or in a simi­
person.
lar fiduciary capacity, and (3) any relative or
(C) Securities identified as held of record
spouse of such person, or any relative of such
by one or more persons as trustees, executors,
spouse, who has the same home as such person
guardians, custodians, or in other fiduciary ca­
or who is a director or officer of the bank or
pacities with respect to a single trust, estate, or
any of its parents or subsidiaries.
account shall be included as held of record by
(e) The term “charter” includes articles of
one person.
incorporation, declarations of trust, articles of
(D) Securities held by two or more per­
association or partnership, or any similar instru­
sons as co-owners shall be included as held by
ment, as amended, effecting (either with or
one person.
without filing with any governmental agency)
(E) Each outstanding unregistered or
the organization or creation of an incorporated
bearer certificate shall be included as held of
or unincorporated person.
record by a separate person, except to the ex­
(f) The term “control” (including the terms
tent that the bank can establish that, if such
“controlling”, “controlled by” , and “under
securities were registered, they would be held
common control with”) means the possession,
of record, under the provisions of this para­
directly or indirectly, of the power to direct or
graph (j), by a lesser number of persons.
cause the direction of the management and poli­
(F) Securities registered in substantially
cies of a person, whether through the ownership
similar names, where the bank has reason to
of voting securities, by contract, or otherwise.
believe because of the address or other indica­
(g) The term “employee” does not include a
tions that such names represent the same per­
director, trustee, or officer.
son, may be included as held of record by one
(h) The term “equity capital accounts”
person.
means capital stock, surplus, undivided profits,
and reserve for contingencies and other capital
(2) Notwithstanding subparagraph (1):
reserves.
(A) Securities held subject to a voting
(i) The term “fiscal year” means the annual
trust, deposit agreement, or similar arrange­
accounting period or, if no closing date has
ment shall be included as held of record by the
been adopted, the calendar year ending on
record holders of the voting trust certificates,
December 31.
certificates of deposit, receipts, or similar evi­
(j)(l) For the purpose of determining whether
dences of interest in such securities; Provided,
the registration requirements of section 12(g)
however, that the bank may rely in good faith
(1) of the Act are applicable, securities shall be
on such information as is received in response
to its request from a nonaffiliated issuer of the
deemed to be “held of record” by each person
who is identified as the owner of such securities
certificates or interests.
on records of security holders maintained by or
(B) If the bank knows or has reason to
on behalf of the bank, subject to the following:
know that the form of holding securities of rec­
ord
(A)
In any case where the records of secu­ is used principally to circumvent the provi­
sions of section 12(g)(1) of the Act, the bene­
rity holders have not been maintained in ac­
ficial owners of such securities shall be deemed
cordance with accepted practice, any additional
person who would be identified as such an
to be record owners thereof.
(k) The term “immediate family” includes a
owner on such records if they had been main­
person’s (1) spouse; (2) son, daughter, and de­
tained in accordance with accepted practice
scendant of either; (3) father, mother, and an­
shall be included as a holder of record.
2

§ 2 0 6 .2 ( D

REGULATION F

e f in it io n s )

cestor of either; (4) stepson and stepdaughter;
and (5) stepfather and stepmother. F or the pur­
pose of determining whether any of the fore­
going relationships exist, a legally adopted child
shall be considered a child by blood.
(1)
The term “listed” means admitted to full
trading privileges upon application by the bank
and includes securities for which authority to
add to the list on official notice of issuance has
been granted.
(m) The term “majority-owned subsidiary”
means a subsidiary more than 50 per cent of
whose outstanding securities representing the
right, other than as affected by events of de­
fault, to vote for the election of directors, is
owned by the subsidiary’s parent an d /o r one or
more of the parent’s other majority-owned sub­
sidiaries.
(n) The term “material”, when used to qual­
ify a requirement for furnishing of information
as to any subject, limits the information re­
quired to those matters as to which an average
prudent investor ought reasonably to be in­
formed before buying or selling the security
registered.
(o)
The term “officer” means a Chairman of
the Board of Directors, Vice Chairman of the
Board, Chairman of the Executive Committee,
President, Vice President (except as indicated
in the next sentence), Cashier, Treasurer, Sec­
retary, Comptroller, and any other person who
participates in m ajor policy-making functions
of the bank. In some banks (particularly banks
with officers bearing titles such as Executive
Vice President, Senior Vice President, or First
Vice President as well as a num ber of “Vice
Presidents”), some or all “Vice Presidents” do
not participate in major policy-making func­
tions, and such persons are not officers for the
purpose of this Part.
(p) The term “option” means any option,
warrant, or right other than those issued to
security holders on a pro rata basis.
(q) The term “parent” of a specified person
is a person controlling such person directly, or
indirectly through one or more intermediaries,
(r) The term “plan” includes all plans, con­
3

tracts, authorizations, or arrangements, whether
or not set forth in any formal document.
(s) The term “predecessor” means a person
the major portion of the business and assets of
which another person acquired in a single suc­
cession or in a series of related successions.
(t) The terms “previously filed” and “pre­
viously reported” mean previously filed with,
or reported in, a registration statement under
section 12, a report under section 13, or a defin­
itive proxy statement or statement where man­
agement does not solicit proxies under section
14 of the Act, which statement or report has
been filed with the Board, except that informa­
tion contained in any such document shall be
deemed to have been previously filed with or
reported to an exchange only if such document
is filed with such exchange.
(u) The term “principal underwriter” means
an underwriter in privity of contract with the
issuer of the securities as to which he is under­
writer.
(v) The term “promoter” includes: (1) any
person who, acting alone or in conjunction with
one or more other persons, directly or indirectly
takes initiative in founding and organizing the
bank; (2) any person who, in connection with
the founding and organizing of the bank, di­
rectly or indirectly receives in consideration of
services or property or both services and prop­
erty 10 per cent or more of any class of securi­
ties of the bank or 10 per cent or more of the
proceeds from the sale of any class of such
securities. A person who receives such securi­
ties or proceeds either solely as underwriting
commissions or solely in consideration of prop­
erty shall not, however, be deemed a promoter
if such person does not otherwise take part in
founding and organizing the bank.
(w) The term “proxy” includes every proxy,
consent, or authorization within the meaning of
section 14(a) of the Act. The consent or author­
ization may take the form of failure to object
or to dissent.
(x) The terms “qualified stock option”, “re­
stricted stock option”, and “employee stock
purchase plan” have the meanings given them

REGULATION F

( I n s p e c t i o n ) § 2 0 6 .3

in sections 422 through 424 of the Internal
Revenue Code of 1954.
(y) The term “share” means a share of stock
in a corporation or unit of interest in an unin­
corporated person.
(z) The term “significant subsidiary” means
a subsidiary meeting either of the following
conditions:
(1) The investments in the subsidiary by its
parent plus the parent’s proportion of the in­
vestments in such subsidiary by the parent’s
other subsidiaries, if any, exceed 5 per cent of
the equity capital accounts of the bank.
(2) The parent’s proportion of the gross op­
erating revenues of the subsidiary exceeds 5
per cent of the gross operating revenues of the
parent.
(aa) The terms “solicit” and “solicitation”
mean (1) any request for a proxy whether or
not accompanied by or included in a form of
proxy; (2) any request to execute or not to
execute, or to revoke, a proxy; or (3) the fur­
nishing of a form of proxy or other communi­
cation to security holders under circumstances
reasonably calculated to result in the procure­
ment, withholding, or revocation of a proxy.
The terms do not apply, however, to the fur­
nishing of a form of proxy to a security holder
upon the unsolicited request of such security
holder, the performance by the bank of acts
required by section 206.5(g), or the perform­
ance by any person of ministerial acts on behalf
of a person soliciting a proxy.
(bb) A “subsidiary” of a bank is (1) an affili­
ate controlled by the bank, directly or indi­
rectly, through one or more intermediaries,
except where the control (A) exists by reason
of ownership or control of voting securities by
the bank in a fiduciary capacity or (B) was ob­
tained by the bank in the course of securing or
collecting a debt previously contracted in good
faith, or (2) a person a majority of whose vot­
ing securities are held in trust for the benefit of
the holders of a class of stock of the bank pro
rata.
(cc) The term “succession” means the direct
acquisition of the assets comprising a going

business, whether by merger, consolidation,
purchase, or other direct transfer. The term
does not include the acquisition of control of
a business unless followed by the direct acqui­
sition of its assets. The term “succeed” and
“successor” have meanings correlative to the
foregoing.
(dd) The term “verified”, when used with
respect to financial statements, means either (1)
certified by an independent public accountant,
or (2) signed in accordance with section 206.7
(b)(2) by the person principally responsible for
the accounting records of the bank (the “princi­
pal accounting officer”) and by the person prin­
cipally responsible for the audit procedures of
the bank (the “auditor”); except that the term
“verified” shall mean certified by an independ­
ent public accountant in any case in which the
Board so informs the bank concerned, in writ­
ing, at least 90 days prior to the end of the
fiscal year to which the financial statements will
relate.
(ee) The term “voting securities” means se­
curities the holders of which are presently en­
titled to vote for the election of directors.

SECTION 206.3— INSPECTION AND
PUBLICATION O F IN FO R M A TIO N
FIL E D UND ER TH E ACT
(a) Filing of material with the Board. All
papers required to be filed with the Board pur­
suant to the Act or regulations thereunder shall
be filed at its office in Washington, D. C. M ate­
rial may be filed by delivery to the Board,
through the mails, or otherwise. The date on
which papers are actually received by the Board
shall be the date of filing thereof if all of the
requirements with respect to the filing have been
complied with.
(b) Inspection. Except as provided in para­
graph (c), all information filed regarding a
security registered with the Board will be avail­
able for inspection at the Federal Deposit In ­
surance Corporation, 550 Seventeenth Street,
N. W., Washington, D. C. In addition, copies
4

REGULATION F

§ 2 0 6 .3 ( I n s p e c t i o n )

of the registration statement and reports re­
quired by section 206.4 (exclusive of exhibits),
the statements required by section 206.5(a),
and the annual reports to security holders re­
quired by section 206.5(c) will be available for
inspection at each of the 12 Federal Reserve
Banks.
(c)
Nondisclosure of certain information
filed. Any person filing any statement, report,
or document under the Act may make written
objection to the public disclosure of any infor­
mation contained therein in accordance with
the procedure set forth below:
(1) The person shall omit from the state­
ment, report, or document, when it is filed, the
portion thereof that it desires to keep undis­
closed (hereinafter called the confidential por­
tion). In lieu thereof, it shall indicate at the
appropriate place in the statement, report, or
document that the confidential portion has been
so omitted and filed separately with the Board.
(2) The person shall file with the copies of
the statement, report, or document filed with
the Board:
(A) As many copies of the confidential
portion, each clearly marked “C O N FID EN ­
TIA L TR E A T M E N T”, as there are copies of
the statement, report, or document filed with
the Board and with each exchange, if any. Each
copy shall contain the complete text of the item
and, notwithstanding that the confidential por­
tion does not constitute the whole of the an­
swer, the entire answer thereto; except that in
case the confidential portion is part of a finan­
cial statement or schedule, only the particular
financial statement or schedule need be in­
cluded. All copies of the confidential portion
shall be in the same form as the remainder of
the statement, report, or document.
(B) An application making objection to
the disclosure of the confidential portion. Such
application shall be on a sheet or sheets sepa­
rate from the confidential portion, and shall
contain (i) an identification of the portion of the
statement, report, or document that has been
omitted, (ii) a statement of the grounds of ob­
jection, and (iii) the name of each exchange, if
5

any, with which the statement, report, or docu­
ment is filed. The copies of the confidential por­
tion and the application filed in accordance with
this subparagraph shall be enclosed in a sepa­
rate envelope marked “CO N FID EN TIA L
TR EA TM EN T” and addressed to Secretary,
Board of Governors of the Federal Reserve
System, Washington, D. C. 20551.
(3) Pending the determination by the Board
as to the objection filed in accordance with
subparagraph (2), the confidential portion will
not be disclosed by the Board.
(4) If the Board determines that the objec­
tion shall be sustained, a notation to that effect
will be made at the appropriate place in the
statement, report, or document.
(5) If the Board shall have determined that
disclosure of the confidential portion is in the
public interest, a finding and determination to
that effect will be entered and notice of the find­
ing and determination will be sent by registered
or certified mail to the person.
(6) The confidential portion shall be made
available to the public:
(A) upon the lapse of 15 days after the
dispatch of notice by registered or certified mail
of the finding and determination of the Board
described in subparagraph (5), if prior to the
lapse of such 15 days the person shall not have
filed a written statement that he intends in good
faith to seek judicial review of the finding and
determination;
(B) upon the lapse of 60 days after the
dispatch of notice by registered or certified mail
of the finding and determination of the Board,
if the statement described in clause (A) shall
have been filed and if a petition for judicial re­
view shall not have been filed within such 60
days; or
(C) if such petition for judicial review
shall have been filed within such 60 days, upon
final disposition, adverse to the person, of the
judicial proceedings.
(7) If the confidential portion is made avail­
able to the public, a copy thereof shall be at­
tached to each copy of the statement, report,

REG U LATIO N F

(R

e g is t r a t io n )

§ 2 0 6 .4

such certification. The exchange shall promptly
notify the Board of the partial or complete
satisfaction of any such conditions.
(3) The certification may be made by tele­
SECTION 206.4— REG ISTRA TIO N
gram but in such case shall be confirmed in
STATEM ENTS AND REPO RTS
writing. All certifications in writing and all
O F BANKS
amendments thereto shall be filed with the
Board in duplicate and at least one copy shall
be manually signed by the appropriate ex­
(a) Requirement of registration statement.
change authority.
Securities of a bank shall be registered under
(4) The date of receipt by the Board of the
the provisions of either section 12(b) or section
certification approving a security for listing and
12(g) of the Act by filing a statement in con­
registration shall be the date on which the cer­
formity with the requirements of Form F -l. No
tification is actually received by the Board or
registration shall be required under the provi­
the date on which the registration statement to
sions of section 12(b) or section 12(g) of the
which the certification relates is actually re­
Act of any warrant or certificate evidencing a
ceived by the Board, whichever date is later.
right to subscribe to or otherwise acquire a
(5) If an amendment to the registration state­
security of a bank if such warrant or certificate
ment is filed with the exchange and with the
by its terms expires within 90 days after the
Board after the receipt by the Board of the
issuance thereof.
certification of the exchange approving the se­
(b) Registration effective as to class or se­
curity for listing and registration, the certifica­
ries. Depending upon whether the security is to
tion, unless withdrawn, shall be deemed made
be listed on an exchange, registration shall be­
with reference to the statement as amended.
come effective as provided in section 12(d) or
(6) An exchange may, by notice to the
section 12(g)(1) of the Act as to the entire class
Board, withdraw its certification prior to the
of such security, then or thereafter authorized.
time that the registration to which it relates first
If, however, a class of security is issuable in
becomes effective pursuant to paragraph (b) of
two or more series with different terms, each
this section 206.4.
such series shall be deemed a separate class for
(e) Requirement of annual reports. Every
the purposes of this paragraph.
registrant bank shall file an annual report for
(c) Acceleration of effectiveness of registra­
each fiscal year after the last full fiscal year for
tion. A request for acceleration of the effective
which financial statements were filed with the
date of registration shall be made in writing by
registration statement. The report shall be filed
either the bank, an exchange, or both and shall
within 120 days after the close of the fiscal year
briefly describe the reasons therefor.
and shall conform to the requirements of Form
(d) Exchange certification. (1) Certification
F-2.
that a security has been approved by an ex­
(f) Exception from requirement for annual
change for listing and registration pursuant to
report. Notwithstanding paragraph (e) of this
section 12(d) of the Act shall be made by the
section 206.4, any bank that has filed, within
governing committee or other corresponding
the period prescribed for filing an annual report
authority of the exchange.
(2)
The certification shall specify (A) the pursuant to that paragraph, a registration state­
ment that has become effective and is not sub­
approval of the exchange for listing and regis­
ject to any proceeding under section 15(c) or
tration; (B) the title of the security so approved;
section 19(a) of the Act, or to an order there­
(C) the date of filing with the exchange of the
under, need not file an annual report if such
registration statement and of any amendments
statement covers the fiscal period that would be
thereto; and (D) any conditions imposed on
or document filed with the Board and with each
exchange concerned.

6

§ 2 0 6 .4 ( R

REGULATION F

e g is t r a t io n )

covered by such annual report and contains all
of the information, including financial state­
ments and exhibits, required for annual reports.
(g) Current reports. Every registrant bank
shall file a current report in conformity with the
requirements of Form F-3 within 10 days after
the close of any month during which any of the
events specified in that form occurs, unless sub­
stantially the same information as required by
that form has been previously reported by the
bank.
(h) Quarterly reports. Every registrant bank
shall file a quarterly report in conformity with
the requirements of Form F-4 for each fiscal
quarter ending after the close of the latest fiscal
year for which financial statements were filed
in a registration statement except that no report
need be filed for the fiscal quarter which coin­
cides with the end of the fiscal year of the bank.
Such reports shall be filed not later than 45
days after the end of such quarterly period,
except that the report for any period ending
prior to the date on which a class of securities
of the bank first becomes effectively registered
may be filed not later than 45 days after the
effective date of such registration.
(i) Additional information. In addition to the
information expressly required to be included in
a statement or report, there shall be added such
further material information, if any, as may be
necessary to make the required statements, in
the light of the circumstances under which they
are made, not misleading.
(j) Information not available. Information
required need be given only insofar as it is
known or reasonably available to the bank. If
any required information is unknown and not
reasonably available to the bank, either be­
cause the obtaining thereof would involve un­
reasonable effort or expense or because it rests
peculiarly within the knowledge of another per­
son not affiliated with the bank, the information
may be omitted, subject to the following con­
ditions:
(1)
The bank shall give such information on
the subject as it possesses or can acquire with­
7

out unreasonable effort or expense together
with the sources thereof, and
(2)
The bank shall include a statement either
showing that unreasonable effort or expense
would be involved or indicating the absence of
any affiliation with the person within whose
knowledge the information rests and stating
the result of a request made to such person for
the information. No such request need be made,
however, to any foreign government, or an
agency or instrumentality thereof, if, in the
opinion of the bank, such request would be
harmful to existing relationships.
(k) Disclaimer of control. If the existence of
control is open to reasonable doubt in any in­
stance, the bank may disclaim the existence of
control and any admission thereof; in such case,
however, the bank shall state the m aterial facts
pertinent to the possible existence of control.
(1) Incorporation by reference. (1) M atter
contained in any part of a statement or report,
other than exhibits, may be incorporated by
reference in answer or partial answer to any
item of the statement or report. M atter con­
tained in an exhibit may be so incorporated to
the extent permitted in paragraph (m) of this
section 206.4. A registration statement for an
additional class of securities of the bank may
incorporate by reference any item contained in
a previous registration statement or report.
(2) M aterial incorporated by reference shall
be clearly identified in the reference. An ex­
press statement that the specified m atter is in­
corporated by reference shall be made at the
particular place in the statement or report where
the information is required. M atter shall not be
incorporated by reference in any case where
such incorporation would render the statement
incomplete, unclear, or confusing.
(m ) Summaries or outlines of documents.
Where an item requires a summary or outline
of the provisions of any document, only a brief
statement shall be made, in succinct and con­
densed form, as to the most important provi­
sions. In addition to such statement, the sum­
mary or outline may incorporate by reference
particular items, sections, or paragraphs of any

REGULATION F

exhibit and may be qualified in its entirety by
such reference. M atter contained in an exhibit
may be incorporated by reference in answer to
an item only to the extent permitted by this
paragraph (m ).
(n ) Omission of substantially identical doc­
uments. In any case where two or more inden­
tures, contracts, franchises, or other documents
required to be filed as exhibits are substantially
identical in all material respects except as to the
parties thereto, the dates of execution, or other
details, the bank need file a copy of only one of
such documents, with a schedule identifying the
documents omitted and setting forth the mate­
rial details in which such documents differ from
the document of which a copy is filed. The
Board may at any time in its discretion require
the filing of copies of documents so omitted.
(o ) Incorporation of exhibits by reference.
(1 ) Any document or part thereof previously
filed with the Board pursuant to this Part may,
subject to the following limitations, be incorpo­
rated by reference as an exhibit to any registra­
tion statement or report filed with the Board by
the same or any other person. Any document or
part thereof filed with an exchange pursuant to
the Act may be incorporated by reference as an
exhibit to any registration statement or report
filed with the exchange by the same or any other
person.
(2 ) Any document incorporated by refer­
ence pursuant to this paragraph (o) shall be so
incorporated only by reference to the specific
document and to the prior filing in which it was
physically filed, not to another file which incor­
porates it by reference.
(3 ) If any modification has occurred in the
text of any document incorporated by reference
since the filing thereof, the bank shall file with
the reference a statement containing the text of
any such modification and the date thereof.
(4 ) No document which has been on file
with the Board pursuant to this P art for a pe­
riod of more than 10 years may be incorporated
by reference. This limitation shall not, however,
apply to a corporate charter or by-laws if such
document has not been amended more than

(R

e g is t r a t io n )

§ 2 0 6 .4

twice since such filing.
(p) Extension of time for furnishing infor­
mation. If the furnishing of any information,
document, or report at the time it is required
to be filed is impracticable, the bank may file
with the Board as a separate document an ap­
plication (1 ) identifying the information, docu­
ment, or report in question, (2 ) stating why the
filing thereof at the time required is impracti­
cable, and (3) requesting an extension of time
for filing the information, document, or report
to a specified date not more than 60 days aftei
the date it would otherwise have to be filed. The
application shall be deemed granted unless the
Board, within 10 days after receipt thereof,
shall enter an order denying the application.
(q) Number of copies; signatures; binding
(1 ) Except where otherwise provided in a par
ticular form, 16 copies of each registration
statement and report (including financial state­
ments) and 4 copies of each exhibit and each
other document filed as a part thereof, shall be
filed with the Board. A t least one complete copy
of each statement shall be filed with each ex­
change, if any, on which the securities covered
thereby are being registered. At least one copy
of each report shall be filed with each exchange,
if any, on which the bank has securities regis­
tered.
(2 ) A t least one copy of each statement or
report filed with the Board and one copy there­
of filed with an exchange shall be manually
signed. If the statement or report is typewritten,
one of the signed copies filed with the Board
shall be an original “ribbon” copy. Unsigned
copies shall be conformed. If the signature of
any person is affixed pursuant to a power of
attorney or other similar authority, a copy of
such power or other authority shall also be filed
with the statement or report.
(3) Each copy of a statement or report filed
with the Board or with an exchange shall be
bound in one or more parts. Copies filed with
the Board shall be bound without stiff covers.
The statement or report shall be bound on the
left side in such a manner as to leave the read­
ing matter legible.

R EG ULATIO N F

§ 2 0 6 .4 ( R e g i s t r a t i o n )

to be omitted. Unless expressly provided other­
wise, if any item is inapplicable or the answer
thereto is in the negative, an appropriate state­
ment to that effect shall be made.
(t) Riders; inserts. Riders shall not be used.
If the statement or report is typed on a printed
form, and the space provided for the answer
to any given item is insufficient, reference shall
be made in such space to a full insert page or
pages on which the item number and caption
and the complete answer are given.
(u )
Amendments. All amendments shall
comply with all pertinent requirements applica­
ble to statements and reports. Amendments
shall be filed separately for each separate state­
ment or report amended. Amendments to a
statement may be filed either before or after
registration becomes effective.
(v) Title of securities. Wherever the title of
securities is required to be stated, information
shall be given that will indicate the type and
general character of the securities, including:
(1) In the case of shares, the par or stated
value, if any; the rate of dividends, if fixed, and
whether cumulative or noncumulative; a brief
indication of the preference, if any; and if con­
vertible, a statement to that effect.
(2) In the case of funded debt, the rate of
interest; the date of maturity, or if the issue
matures serially, a brief indication of the serial
maturities, such as “maturing serially from 1970
to 1980” ; if payment of principal or interest is
contingent, an appropriate indication of such
contingency; a brief indication of the priority
of the issue; and if convertible, a statement to
that effect.
(3 ) In the case of any other kind of secu­
rity, appropriate information of comparable
character.
(w ) Interpretation of requirements. Unless
the context clearly shows otherwise,
(1 ) The forms require information only as
to the bank.
(2 ) Whenever any fixed period of time in
the past is indicated, such period shall be com­
puted from the date of filing.
(3 ) Whenever words relate to the future,

(r) Requirements as to paper, printing, and
language. (1 ) Statements and reports shall be
filed on good quality, unglazed, white paper
8 V2 x 13 inches in size, insofar as practicable.
Tables charts, maps, and financial statements
may, however, be on larger paper if folded to
that size.
(2 ) The statement or report and, insofar as
practicable, all papers and documents filed as a
part thereof, shall be printed, lithographed,
mimeographed, xerocopied, or typewritten. The
statement or report or any portion thereof may,
however, be prepared by any similar process
that, in the opinion of the Board, produces cop­
ies suitable for a permanent record. Irrespective
of the process used, all copies of any such m ate­
rial shall be clear, easily readable, and suitable
for repeated photocopying. Debits in credit cat­
egories and credits in debit categories shall be
designated so as to be clearly distinguishable as
such on photocopies.
(3 ) The body of all printed statements and
reports shall be in roman type at least as large
as 10-point modern type. To the extent neces­
sary for convenient presentation, however, fi­
nancial statements and other statistical or tabu­
lar data and the notes thereto may be in type at
least as large as 8-point modern type. All type
shall be leaded at least 2 points.
(4 ) Statements and reports shall be in Eng­
lish. If any exhibit or other paper or document
filed with a statement or report is in a foreign
language, it shall be accompanied by a transla­
tion into English.
(s) Preparation of statement or report. Each
statement and report shall contain the numbers
and captions of all items of the appropriate
form, but the text of the items may be omitted
provided the answers thereto are so prepared
as to indicate to the reader the coverage of the
items without the necessity of his referring to
the text of the items or instructions thereto.
Where any item requires information to be given
in tabular form, however, it shall be given in
substantially the tabular form specified in the
item. All instructions, whether appearing under
the items of the form or elsewhere therein, are
9

REGULATION F

( P r o x y S t a t e m e n t s ) § 2 0 6 .5

they have reference solely to present intention.
(b ) Exceptions. The requirements of the
(4 )
Any words indicating the holder of a first sentence of paragraph (a) shall not apply
to the following:
position or office include persons, by whatever
(1) Any solicitation made otherwise than on
titles designated, whose duties are those ordi­
behalf of the management of the bank where
narily performed by holders of such positions
the total number of persons solicited is not more
or offices.
than 10.
(x ) When securities are deemed to be regis­
(2) Any solicitation by a person in respect
tered. A class of securities with respect to which
to securities carried in his name or in the name
an application for registration or a registration
of his nominee (otherwise than as voting
statement has been filed pursuant to section 12
trustee) or held in his custody, if such person
of the Act shall be deemed to be registered for
(A ) receives no commission or remunera­
the purposes of sections 13, 14, and 16 of the
tion for such solicitation, directly or indirectly,
Act and this Part only when such appli­
other than reimbursement of reasonable ex­
cation or registration statement has become
penses;
effective as provided in section 12, and securi­
(B ) furnishes promptly to the person so­
ties of said class shall not be subject to sections
licited a copy of all soliciting material with
13, 14, and 16 of the Act until such application
respect to the same subject matter or meeting
or registration statement has become effective as
received from all persons who will furnish cop­
provided in section 12.
ies thereof for such purpose and who will, if
requested, defray the reasonable expenses to be
SECTION 206.5— PROXIES, PRO XY
incurred in forwarding such material; and
STATEM ENTS, AND STATEM ENTS
(C ) in addition, does no more than (i)
W H ER E M A NA GEM ENT DOES NOT
impartially instruct the person solicited to for­
SOLICIT PRO XIES
ward a proxy to the person, if any, to whom the
person solicited desires to give a proxy, or (ii)
(a )
Requirement of Statement. No solicita­ impartially request from the person solicited
instructions as to the authority to be conferred
tion of a proxy with respect to a security of a
by the proxy and state that a proxy will be
bank registered pursuant to section 12 of the
given if no instructions are received by a cer­
Act shall be made unless each person solicited
tain date.
is concurrently furnished or has previously been
(3) Any solicitation by a person with re­
furnished with a written proxy statement con­
spect to securities of which he is the beneficial
taining the information required by Form F-5.
owner.
If the management of any bank having such a
(4) Any solicitation through the medium of
security outstanding fails to solicit proxies from
a newspaper advertisement that informs secu­
the holders of any such security in such a man­
rity holders of a source from which they may
ner as to require the furnishing of such a proxy
obtain copies of a proxy statement, form of
statement, at least 15 calendar days prior to
proxy, and any other soliciting material and
any annual or other meeting of the holders of
does no more than (A ) name the bank; (B )
such security at which the holders of such secu­
state the reason for the advertisement; and (C )
rity are entitled to vote, such bank shall trans­
identify the proposal or proposals to be acted
mit to all holders of record of such security a
upon by security holders.
statement containing the information required
(c) Annual report to security holders to ac­
by Form F-5. A proxy statement or a statement
company Statements. (1) Any Statement fur­
where management does not solicit proxies re­
nished on behalf of the management of the bank
quired by this paragraph is hereinafter some­
that relates to an annual meeting of security
times referred to as a “Statement” .
10

REGULATION F

§ 2 0 6 .5 ( P r o x y S t a t e m e n t s )

holders at which directors are to be elected shall
be accompanied or preceded by an annual re­
port to such security holders containing such
financial statements for the last fiscal year as
will, in the opinion of the management, ade­
quately reflect the financial position and opera­
tions of the bank. The financial statements
included in the annual report may omit details
or summarize information if such statements,
considered as a whole in the light of other in­
formation contained in the report and in the
light of the financial statements of the bank filed
or to be filed with the Board, will not by such
procedure omit any material information neces­
sary to a fair presentation or to make the finan­
cial statements not misleading under the circum­
stances. Subject to the foregoing requirements
with respect to financial statements, the annual
report to security holders may be in any form
deemed suitable by the management. This para­
graph (c) shall not apply, however, to solicita­
tions made on behalf of management before the
financial statements are available if solicitation
is being made at the time in opposition to the
management and if the management’s Statement
includes an undertaking in bold-faced type to
furnish such annual report to all persons being
solicited at least 20 days before the date of the
meeting.
(2 )
Sixteen copies of each annual report
sent to security holders pursuant to this para­
graph (c) shall be sent to the Board not later
than (A ) the date on which such report is first
sent or given to security holders or (B ) the date
on which preliminary copies of the manage­
ment Statement are filed with the Board pur­
suant to paragraph (f), whichever date is later.
Such annual report is not deemed to be “solicit­
ing m aterial” or to be “filed” with the Board or
otherwise subject to this section 206.5 or the
liabilities of section 18 of the Act, except to the
extent that the bank specifically requests that it
be treated as a part of the proxy soliciting mate­
rial or incorporates it in the proxy statement by
reference.
(d ) Requirements as to proxy. (1 ) The
form of proxy (A ) shall indicate in bold-face
11

type whether or not the proxy is solicited on
behalf of the management of the bank, (B )
shall provide a specifically designated blank
space for dating the proxy, and (C) shall iden­
tify clearly and impartially each m atter or group
of related matters that management intends to
present for action. No reference need be made,
however, to matters as to which discretionary
authority is conferred pursuant to subpara­
graph (3).
(2) Means shall be provided in the form of
proxy whereby the person solicited is afforded
an opportunity to specify by ballot a choice be­
tween approval or disapproval of each matter
or group of related matters referred to therein
as intended to be acted upon, other than elec­
tions to office. A proxy may confer discretion­
ary authority with respect to matters as to
which a choice is not so specified if the form of
proxy states in bold-face type how the shares
represented by the proxy are intended to be
voted in each such case.
(3 ) A proxy may confer discretionary au­
thority with respect to other matters that may
come before the meeting, if (A ) the persons on
whose behalf the solicitation is made are not
aware a reasonable time prior to the time the
solicitation is made that any such other matters
are to be presented for action at the meeting
and (B ) a specific statement to that effect is
made in the proxy statement or in the form of
proxy.
(4 ) No proxy shall confer authority (A ) to
vote for the election of any person to any office
for which a bona fide nominee is not nam ed in
the proxy statement, or (B ) to vote at any an­
nual meeting other than the next annual meet­
ing (or any adjournment thereof) to be held
after the date on which the proxy statement and
form of proxy are first sent or given to security
holders.
(5 ) The proxy statement or form of proxy
shall provide, subject to reasonable specified
conditions, that the shares represented by the
proxy will be voted and that where the person
solicited specifies by means of a ballot provided
pursuant to subparagraph (2 ) a choice with

REGULATION F

( P r o x y S t a t e m e n t s ) § 2 0 6 .5

respect to any matters to be acted upon, the
shares will be voted in accordance with the
specifications so made.
(e)
Presentation of information in State­
ment. (1 ) The information included in the
Statement shall be clearly presented and the
statements made shall be divided into groups
according to subject m atter and the various
groups of statements shall be preceded by ap­
propriate headings. The order of items in the
form need not be followed. Where practicable
and appropriate, the information shall be pre­
sented in tabular form. All amounts shall be
stated in figures. Information required by more
than one applicable item need not be repeated.
No statement need be made in response to any
item that is inapplicable.
(2 ) Any information required to be included
in the Statement as to terms of securities or
other subject m atter that from a standpoint of
practical necessity must be determined in the
future may be stated in terms of present knowl­
edge and intention. To the extent practicable,
the authority to be conferred concerning each
such m atter shall be confined within limits rea­
sonably related to the need for discretionary
authority. Subject to the foregoing, information
that is not known to the persons on whose be­
half the solicitation is to be made and is not
reasonably within the power of such persons to
ascertain or procure may be omitted, if a brief
statement of the circumstances rendering such
information unavailable is made.
(3 ) There may be omitted from a proxy
statement any information contained in any
other proxy soliciting m aterial that has been
furnished to each person solicited in connection
with the same meeting or subject matter if a
clear reference is made to the particular docu­
m ent containing such information.
(4 ) All printed Statements shall be set in
roman type at least as large as 10-point modern
type except that to the extent necessary for
convenient presentation financial statements
and other statistical or tabular matter may be
set in roman type at least as large as 8-point
12

modern type. All type shall be leaded at least
2 points.
(f) Material required to be filed. (1) Three
preliminary copies of each Statement, form of
proxy, and other item of soliciting material to
be furnished to security holders concurrently
therewith, shall be filed with the Board by
management or any other person making a
solicitation subject to this section 206.5 at least
10 calendar days (or 15 calendar days in the
case of other than routine meetings, as defined
below) prior to the date such item is first sent
or given to any security holders, or such shorter
period prior to that date as the Board may au­
thorize. The management of the bank or other
person filing such material may presume that
the Board will have no comments with respect
thereto unless such comments are received or
they are otherwise advised before the expiration
of such 10-day, 15-day or shorter period, which­
ever is applicable. For the purposes of this subparagraph (1 ), a routine meeting means a meet­
ing with respect to which no one is soliciting
proxies subject to this section 206.5 other than
on behalf of management and at which m an­
agement intends to present no matters other
than the election of directors, election of in­
spectors of election, and other recurring m at­
ters. In the absence of actual knowledge to the
contrary, management may assume that no
other such solicitation of the bank’s security
holders is being made. In cases of annual meet­
ings, one additional preliminary copy of the
Statement, the form of proxy, and any other
soliciting material, marked to show changes
from the material sent or given to security hold­
ers with respect to the preceding annual meet­
ing, shall be filed with the Board.
(2)
Three preliminary copies of any addi­
tional soliciting material, relating to the same
meeting or subject matter, furnished to security
holders subsequent to the proxy statement shall
be filed with the Board at least two days (exclu­
sive of Saturdays, Sundays, and holidays) prior
to the date copies of such material are first sent
or given to security holders, or such shorter
period prior to such date as the Board may

REGULATION F

§ 2 0 6 .5 ( P r o x y S t a t e m e n t s )

request that forms of proxy theretofore solicited
be signed, dated, and returned need not be filed
pursuant to this paragraph (f).
(7 )
Notwithstanding the provisions of para­
graphs ( f ) ( 1 ) , ( f ) ( 2 ) , and (i) (5), copies of
soliciting material in the form of speeches, press
releases, and radio or television scripts may, but
need not, be filed with the Board prior to use or
publication. Definitive copies, however, shall be
filed with or mailed for filing to the Board as
required by paragraph ( f ) ( 3 ) not later than
the date such material is used or published. The
provision of paragraphs ( f ) ( 1 ) , ( f ) ( 2 ) , and
(i)(5) shall apply, however, to any reprints or
reproductions of all or any part of such mate­
rial.
( 8) Where any Statement, form of proxy, or
other material filed pursuant to this paragraph
(f) is revised, two of the copies of such revised
material filed pursuant to paragraph ( f ) ( 3 )
shall be marked to indicate clearly the changes.
If the revision alters the text of the material,
the changes in such text shall be indicated by
means of underscoring or in some other appro­
priate manner.
(g)
Mailing communications for security
holders. If the management of the bank has
made or intends to make any proxy solicitation
subject to this section 206.5, the bank shall per­
form such of the following acts as may be re­
quested in writing with respect to the same
subject matter or meeting by any security holder
who is entitled to vote on such m atter or to vote
at such meeting and who shall first defray the
reasonable expenses to be incurred by the bank
in the performance of the act or acts requested:
(1 )
The bank shall mail or otherwise fur­
nish to such security holder the following in­
formation as promptly as practicable after the
receipt of such request:
(A ) A statement of the approximate num­
ber of holders of record of any class of securi­
ties, any of the holders of which have been or
are to be solicited on behalf of the management,
or any group of such holders that the security
holder shall designate;
(B ) If the management of the bank has

authorize upon a showing of good cause there­
for.
(3 ) Sixteen copies of each Statement, form
of proxy, and other item of soliciting material,
in the form in which such material is furnished
to security holders, shall be filed with, or mailed
for filing to, the Board not later than the date
such material is first sent or given to any secu­
rity holders. Three copies of such material shall
at the same time be filed with, or mailed for
filing to, each exchange upon which any secu­
rity of the bank is listed.
(4 ) If the solicitation is to be made in whole
or in part by personal solicitation, three copies
of all written instructions or other material that
discusses or reviews, or comments upon the
merits of, any m atter to be acted upon and is
furnished to the individuals making the actual
solicitation for their use directly or indirectly in
connection with the solicitation shall be filed
with the Board by the person on whose behalf
the solicitation is made at least five days prior
to the date copies of such material are first sent
or given to such individuals, or such shorter
period prior to that date as the Board may au­
thorize upon a showing of good cause therefor.
(5 ) All copies of material filed pursuant to
subparagraphs (1 ) and (2 ) shall be clearly
marked “Preliminary Copies” and shall be for
the information of the Board only, except that
such material may be disclosed to any depart­
ment or agency of the United States Govern­
ment and the Board may make such inquiries
or investigation with respect to the material as
may be necessary for an adequate review there­
of. All material filed pursuant to subparagraphs
(1 ), (2 ), or (3 ) shall be accompanied by a
statement of the date upon which copies thereof
are intended to be, or have been, sent or given
to security holders. All material filed pursuant
to subparagraph (4 ) shall be accompanied by
a statement of the date upon which copies
thereof are intended to be released to the indi­
viduals who will make the actual solicitation.
(6 ) Copies of replies to inquiries from secu­
rity holders requesting further information and
copies of communications that do no more than
13

REGULATION F

( P r o x y S t a t e m e n t s ) § 2 0 6 .5

to the first day on which solicitation is made on
made or intends to make, through bankers,
behalf of management;
brokers, or other persons any solicitation of the
(C )
Neither the management nor the bank
beneficial owners of securities of any class, a
shall be responsible for such proxy statement,
statement of the approximate number of such
form of proxy, or other communication.
beneficial owners, or any group of such own­
ers that the security holder shall designate;
(3)
In lieu of performing the acts specified
(C )
An estimate of the cost of mailing above, the bank may, at its option, furnish
a
promptly to such security holder a reasonably
specified proxy statement, form of proxy, or
current list of the names and addresses of such
other communication to such holders, including
of the holders of record specified in (1 ) ( A )
insofar as known or reasonably available, the
above as the security holder shall designate, and
estimated handling and mailing costs of the
a list of the names and addresses of the bankers,
bankers, brokers, or other persons specified in
brokers, or other persons specified in (1 ) (B )
(B ).
(2)
(A) Copies of any proxy statement, form above as the security holder shall designate to­
gether with a statement of the approximate
of proxy, or other communication furnished
number of beneficial owners solicited or to be
by the security holder shall be mailed by the
solicited through each such banker, broker, or
bank to such of the holders of record specified
other person and a schedule of the handling and
in ( 1 ) ( A ) above as the security holder shall
mailing costs of each such banker, broker, or
designate. The bank shall also mail to each
other person, if such schedule has been supplied
banker, broker, or other persons specified in
(1 ) (B ) above, a sufficient number of copies of to the management of the bank. The foregoing
information shall be furnished promptly upon
such proxy statement, form of proxy, or other
the request of the security holder or at daily or
communication as will enable the banker,
other reasonable intervals as it becomes avail­
broker, or other person to furnish a copy thereof
able to the management of the bank.
to each beneficial owner solicited or to be
(h)
False or misleading statements. No so­
solicited through him;
licitation or communication subject to this sec­
(B )
Any such material that is furnished by
tion shall be made by means of any Statement,
the security holder shall be mailed with reason­
form of proxy, notice of meeting, or other com­
able promptness by the bank after receipt of a
munication, written or oral, containing any
tender of the material to be mailed, of envelopes
statement that, at the time and in the light of
or other containers therefor, of postage or pay­
the circumstances under which it is made, is
ment for postage, and of evidence that such
false or misleading with respect to any material
material has been filed with the Board pursuant
fact, or that omits to state any material fact
to paragraph (f). The bank need not, however,
necessary in order to make the statements
mail any such material that relates to any m at­
therein not false or misleading or necessary to
ter to be acted upon at an annual meeting of
correct any statement in any earlier communi­
security holders prior to the earlier of (i) a day
cation with respect to the solicitation of a proxy
corresponding to the first date on which m an­
for the same meeting or subject matter that has
agement proxy soliciting material was released
become false or misleading. Depending upon
to security holders in connection with the last
particular circumstances, the following may be
annual meeting of security holders, or (ii) the
misleading within the meaning of this para­
first day on which solicitation is made on behalf
graph: predictions as to specific future market
of management. With respect to any such m ate­
values, earnings, or dividends; material that
rial that relates to any m atter to be acted upon
directly or indirectly impugns character, integ­
by security holders otherwise than at an annual
rity, or personal reputation, or directly or in­
meeting, such material need not be mailed prior
directly makes charges concerning improper,
14

§ 2 0 6 .5 ( P r o x y S t a t e m e n t s )

REGULATION F

business, lends money or executes orders for
illegal, or immoral conduct or associations,
the purchase or sale of securities and who is
without factual foundation; failure so to identify
not otherwise a participant;
a Statement, form of proxy, and other soliciting
(vi)
any other person who solicits prox­
material as clearly to distinguish it from the
ies.
soliciting material of any other person or per­
sons soliciting for the same meeting or subject
(B ) Such terms do not include
matter; claims made prior to a meeting regard­
(i) any person or organization retained
ing the results of a solicitation.
or employed by a participant to solicit security
(i) Special provisions applicable to election
holders, or any person who merely transmits
contests.
proxy soliciting material or performs ministe­
(1) Solicitations to which this paragraph ap­
rial or clerical duties;
plies. This paragraph (i) applies to any solicita­
(ii) any person employed by a partici­
tion subject to this section 206.5 by any person
pant in the capacity of attorney, accountant, or
or group of persons for the purpose of opposing
advertising, public relations, or financial ad­
a solicitation subject to this section by any
viser, and whose activities are limited to the
other person or group of persons with respect
performance of his duties in the course of such
to the election or removal of directors at any
employment;
annual or special meeting of security holders.
(iii) any person regularly employed as
(2) Participant defined.
an officer or employee of the bank or any of
(A )
For purposes of this paragraph (i) subsidiaries who is not otherwise a partici­
its
the terms “participant” and “participant in a
pant; or
solicitation” include the following:
(iv) any officer or director of, or any
(i) the bank;
person regularly employed by, any other par­
(ii) any director of the bank, and any
ticipant, if such officer, director, or employee is
nominee for whose election as a director prox­
not otherwise a participant.
ies are solicited;
(3)
Filing of information required by Form
(iii) any committee or group that solic­
F-6.
its proxies, any member of such committee or
(A ) No solicitation subject to this para­
group, and any person whether or not named as
graph (i) shall be made by any person other
a member who, acting alone or with one or
than the management of the bank unless at
more other persons, directly or indirectly, takes
least five business days prior thereto, or such
the initiative in organizing, directing, or financ­
shorter period as the Board may authorize upon
ing any such committee or group;
a showing of good cause therefor, there has
(iv) any person who finances or joins
been filed with the Board and with each ex­
with another to finance the solicitation of prox­
change upon which any security of the bank is
ies, except persons who contribute not more
listed, by or on behalf of each participant in
than $500 and who are not otherwise partici­
such solicitation, a statement in duplicate con­
pants;
taining the information specified by Form F-6.
(v) any person who lends money or fur­
(B ) Within five business days after a
nishes credit or enters into any other arrange­
solicitation subject to this paragraph (i) is made
ments, pursuant to any contract or understand­
by the management of the bank, or such longer
ing with a participant, for the purpose of financ­
period as the Board may authorize upon a
ing or otherwise inducing the purchase, sale,
showing of good cause therefor, there shall be
holding, or voting of securities of the bank by
filed with the Board and with each exchange
any participant or other person, in support of
upon which any security of the bank is listed,
or in opposition to a participant, except a bank,
by or on behalf of each participant in such
broker, or dealer who, in the ordinary course of

REGULATION F

( P r o x y S t a t e m e n t s ) § 2 0 6 .5

solicitation, other than the bank, a statement in
duplicate containing the information specified
by Form F-6.
(C ) If any solicitation on behalf of m an­
agement or any other person has been made, or
if proxy material is ready for distribution, prior
to a solicitation subject to this paragraph (i) in
opposition thereto, a statement in duplicate con­
taining the information specified in Form F-6
shall be filed by or on behalf of each participant
in such prior solicitation, other than the bank,
as soon as reasonably practicable after the com­
mencement of the solicitation in opposition
thereto, with the Board and with each exchange
on which any security of the bank is listed.
(D ) If, subsequent to the filing of the
statements required by subparagraphs (A ),
(B ), and (C ) above, additional persons become
participants in a solicitation subject to this para­
graph (i), there shall be filed, with the Board
and each appropriate exchange, by or on be­
half of each such person a statement in dupli­
cate containing the information specified by
Form F-6, within three business days after
such person becomes a participant, or such
longer period as the Board may authorize upon
a showing of good cause therefor.
(E ) If any material change occurs in the
facts reported in any statement filed by or on
behalf of any participant, an appropriate amend­
ment to such statement shall be filed promptly
with the Board and each appropriate exchange.
(F ) Each statement and amendment
thereto filed pursuant to this paragraph (i) shall
be part of the official public files of the Board
and shall be deemed a communication subject
to the provisions of paragraph (h ) of this sec­
tion 206.5.
(4 )
Solicitations prior to furnishing required
Statement. Notwithstanding the provisions of
section 2 0 6 .5 (a), a solicitation subject to this
paragraph (i) may be made prior to furnishing
security holders a written Statement containing
the information specified in Form F-5 with re­
spect to such solicitation if (A ) the statements
required by subparagraph (3) of this paragraph
(i) are filed by or on behalf of each participant
16

in such solicitation; (B ) no form of proxy is
furnished to security holders prior to the time
the Statement is furnished to security holders,
except that this clause (B ) shall not apply
where a Statement then meeting the require­
ments of Form F-5 has been furnished to secu­
rity holders; (C ) at least the information speci­
fied in Items 2 (a ) and 3 (a ) of the statement
required by subparagraph (3 ) of this paragraph
(i) to be filed by each participant, or an appro­
priate summary thereof, is included in each
communication sent or given to security holders
in connection with the solicitation; and (D ) a
written Statement containing the information
specified in Form F-5 with respect to a solicita­
tion is sent or given security holders at the
earliest practicable date.
(5) Solicitations prior to furnishing required
Statement— Filing requirements. Three copies
of any soliciting material proposed to be sent
or given to security holders prior to the furnish­
ing of the proxy statement required by section
206.5 (a) shall be filed with the Board in pre­
liminary form, at least five business days prior
to the date copies of such material are first sent
or given to security holders, or such shorter
period as the Board may authorize upon a show­
ing of good cause therefor.
(6) Application of this paragraph to annual
report. Notwithstanding the provisions of sec­
tion 2 0 6 .5 (c), three copies of any portion of
the annual report referred to in that paragraph
that comments upon or refers to any solicitation
subject to this paragraph (i), or to any partici­
pant in any such solicitation, other than the
solicitation by the management, shall be filed
with the Board as proxy material subject to this
section 206.5. Such portion of the annual report
shall be filed with the Board in preliminary form
at least five business days prior to the date
copies of the report are first sent or given to
security holders.
(7) Application of paragraph (f). The pro­
visions of subparagraphs (3 ), (4 ), (5 ) , (6 ),
and (7 ) of paragraph (f) of this section 206.5
shall apply, to the extent pertinent, to soliciting

REG U LATIO N F

§ 2 0 6 .6 ( I n s id e r s ’ R e p o r t s )

(2 ) A person who is already filing state­
ments with the Board pursuant to section 16(a)
need not file an additional statement on Form
F-7 when an additional class of equity securi­
ties of the same bank becomes registered or
when he assumes another or an additional rela­
tionship to the bank; for example, when an
officer becomes a director.
(3) Any bank that has equity securities
listed on more than one national securities ex­
change may designate one of them as the only
exchange with which reports pursuant to section
16(a) need be filed. Such designation shall be
filed with the Board and with each national
securities exchange on which any equity secu­
rity of the bank is listed. After the filing of such
designation the securities of such bank shall be
exempted with respect to the filing of statements
pursuant to section 16(a) with any exchange
other than the designated exchange.
(b) Ownership of more than 10 per cent of
an equity security. In determining, for the pur­
pose of section 16(a), whether a person is the
beneficial owner, directly or indirectly, of more
than 10 per cent of any class of equity security
of a bank, such class shall be deemed to con­
sist of the total amount of such class that has
been issued, regardless of whether any part of
such amount is held by or for the account of
the bank.
(c) Disclaimer of beneficial ownership. Any
person filing a statement may expressly declare
therein that the filing of such statement shall
not be construed as an admission that such
SECTION 206.6— “INSID ERS’ ”
person is, for the purpose of section 16, the
SECURITIES TRANSACTIONS AND
beneficial owner of any equity securities cov­
R EPO RTS UN D ER SECTION 16
ered by the statement.
OF T H E ACT
(d) Ownership of securities held in trust.
(1) Beneficial ownership of a bank’s securities
(a )
Filing of statements by directors, offi­ for the purpose of section 16(a) shall include:
(A) the ownership of such securities as a
cers, and principal stockholders. (1 ) Initial
trustee where either the trustee or members of
statements of beneficial ownership of equity
his immediate family have a vested interest in
securities of a bank required by section 16(a)
the income or corpus of the trust,
of the Act, and statements of changes in such
(B) the ownership of a vested beneficial
beneficial ownership, shall be prepared and filed
interest in a trust, and
in accordance with the requirements of Form
(C) the ownership of such securities as a
F-7 and Form F-8, respectively.

material subject to subparagraphs (5 ) and (6 )
of this paragraph (i).
(8 ) Use of reprints or reproductions. In any
solicitation subject to this paragraph (i), solic­
iting material that includes, in whole or part,
any reprints or reproductions of any previously
published material shall:
(A) state the name of the author and
publication, the date of prior publication, and
identify any person who is quoted without be­
ing named in the previously published material.
(B) except in the case of a public official
document or statement, state whether or not the
consent of the author and publication has been
obtained to the use of the previously published
m aterial as proxy soliciting material.
(C) if any participant using the previ­
ously published material, or anyone on his
behalf, paid, directly or indirectly, for the
preparation or prior publication of the previ­
ously published material, or has made or pro­
poses to make any payments or give any other
consideration in connection with the publica­
tion or republication of such material, state the
circumstances.
(j) Prohibition of certain solicitations. No
person making a solicitation that is subject to
this section 206.5 shall solicit (1) any undated
or post-dated proxy; or (2 ) any proxy that
provides that it shall be deemed to be dated as
of any date subsequent to the date on which it
is signed by the security holder.

17

REGULATION F

settlor of a trust in which the settlor has the
power to revoke the trust without obtaining
the consent of all beneficiaries.
(2) Except as provided in subparagraph (3)
of this paragraph (d), beneficial ownership of
securities of registrant banks solely as a settlor
or beneficiary of a trust shall be exempt from
the provisions of section 16(a) where less than
20 per cent in m arket value of the securities
having a readily ascertainable market value held
by such trust (determined as of the end of the
preceding fiscal year of the trust) consists of
equity securities with respect to which reports
are required by section 16(a) or would be re­
quired but for an exemption by the Securities
and Exchange Commission, the Comptroller of
the Currency, or the Federal Deposit Insurance
Corporation similar to the exemption provided
for by this sentence. Exemption from section
16(a) is likewise accorded with respect to any
obligation that would otherwise be imposed
solely by reason of ownership as settlor or bene­
ficiary of a bank’s securities held in trust, where
the ownership, acquisition, or disposition of
such securities by the trust is made without
prior approval by the settlor or beneficiary. No
exemption pursuant to this subparagraph shall,
however, be acquired or lost solely as a result
of changes in the value of the trust assets during
any fiscal year or during any time when there
is no transaction by the trust in the securities
otherwise subject to the reporting requirements
of section 16(a).
(3) In the event that 10 per cent of any class
of any equity security of a bank is held in a
trust, that trust and the trustees thereof as such
shall be deemed a person required to file the
reports specified in section 16(a).
(4) Not more than one report need be filed
to report any holdings of a bank’s securities or
with respect to any transaction in such securi­
ties held by a trust, regardless of the number of
officers, directors, or 10-per cent stockholders
who are either trustees, settlors, or beneficiaries
of a trust if the report filed discloses the names
of all trustees, settlors, and beneficiaries who
are officers, directors, or 10-per cent stockhold­

( I n s id e r s ’ R

epo rts)

§ 2 0 6 .6

ers. A person having an interest only as a bene­
ficiary of a trust shall not be required to file any
such report so long as he relies in good faith
upon an understanding that the trustee of such
trust will file whatever reports might otherwise
be required of such beneficiary.
(5) In determining, for the purposes of par­
agraph (a) of this section 206.6, whether a
person is the beneficial owner, directly or in­
directly, of more than 10 per cent of any class
of equity security of a bank, the interest of
such person in the remainder of a trust shall
be excluded.
(6) No report shall be required by any per­
son, whether or not otherwise subject to the
requirement of filing reports under section
16(a), with respect to his indirect interest in
portfolio securities held by
(A) any holding company registered un­
der the Public Utility Holding Company Act,
(B) any investment company registered
under the Investment Company Act,
(C) a pension or retirement plan holding
securities of a bank whose employees generally
are the beneficiaries of the plan,
(D) a business trust with over 25 bene­
ficiaries.
(e) Certain transactions subject to section
16(a). The acquisition or disposition of any
transferable option, put, call, spread, or strad­
dle shall be deemed such a change in the bene­
ficial ownership of the bank’s security to which
such privilege relates as to require the filing
of a statement reflecting the acquisition or dis­
position of such privilege. Nothing in this para­
graph (e), however, shall exempt any person
from filing the statements required upon the
exercise of such option, put, call, spread, or
straddle.
(f) Exemption from section 16 of securities
purchased or sold by odd-Iot dealers. A bank’s
securities purchased or sold by an odd-lot
dealer (1) in odd lots so far as reasonably nec­
essary to carry on odd-lot transactions, or (2)
in round lots to offset odd-lot transactions pre­
viously or simultaneously executed or reason­
ably anticipated in the usual course of busi­

§ 2 0 6 .6 ( I n s i d e r s ’ R

epo rts)

ness, shall be exempt from the provisions of
section 16 with respect to participation by such
odd-lot dealer in such transactions
(g) Exemption of small transactions from
section 16(a). (1) Any acquisition of a bank’s
securities shall be exempt from section 16(a)
where
(A) the person effecting the acquisition
does not within six months thereafter effect any
disposition, otherwise than by way of gift, of
securities of the same class, and
(B) the person effecting such acquisition
does not participate in acquisitions or in dis­
positions of securities of the same class having
a total m arket value in excess of $3,000 for any
six-month period during which the acquisition
occurs.
(2) Any acquisition or disposition of a
bank’s securities by way of gift, where the total
amount of such gifts does not exceed $3,000 in
market value for any six-month period, shall
be exempt from section 16(a) and may be ex­
cluded from the computations prescribed in
subparagraph (1)(B) of this paragraph (g).
(3) Any person exempted by subparagraph
(1) or (2) of this paragraph (g) shall include
in the first report filed by him after a transac­
tion within the exemption a statement showing
his acquisitions and dispositions for each sixmonth period or portion thereof that has
elapsed since his last filing.
(h) Temporary exemption of certain per­
sons from sections 16(a) and (b). During the
period of 12 months following their appoint­
ment and qualification, a bank’s securities held
by the following persons shall be exempt from
sections 16(a) and 16(b):
(1) executors or administrators of the es­
tate of a decedent;
(2) guardians or committees for an in­
competent; and
(3) receivers, trustees in bankruptcy, as­
signees for the benefit of creditors, conserva­
tors, liquidating agents, and similar persons
duly authorized by law to administer the estate
or assets of other persons.
After the 12-month period following their

REG U LATIO N F

appointment and qualification the foregoing
persons shall be required to file reports under
section 16(a) with respect to a bank’s securities
held by the estates that they administer and
shall be liable for profits realized from trading
in such securities pursuant to section 16(b)
only when the estate being administered is a
beneficial owner of more than 10 per cent of
any class of equity security of a bank.
(i)
Exemption from section 16(b) of trans­
actions that need not be reported under section
16(a). Any transaction that has been or shall
be exempted by the Board from the require­
ments of section 16(a) shall, insofar as it is
otherwise subject to the provisions of section
16(b), be likewise exempted from section 16(b).
(j) Exemption from section 16(b) of certain
transactions by registered investment compa­
nies. Any transaction of purchase and sale, or
sale and purchase, of any equity security of a
bank shall be exempt from the operation of
section 16(b), as not comprehended within the
purpose of that section, if the transaction is
effected by an investment company registered
under the Investment Company Act of 1940
and both the purchase and sale of such security
have been exempted from the provisions of sec­
tion 17(a) of the Investment Company Act of
1940 by an order of the Securities and Ex­
change Commission entered pursuant to sec­
tion 17(b) of that Act.
(k) Exemption from section 16(b) of cer­
tain transactions effected in connection with a
distribution. (1) Any transaction of purchase
and sale, or sale and purchase, of an equity
security of a bank that is effected in connection
with the distribution of a substantial block of
such securities shall be exempt from the provi­
sions of section 16(b), to the extent specified
in this paragraph (k), as not comprehended
within the purpose of said section, upon the
following conditions:
(A)
The person effecting the transaction
is engaged in the business of distributing securi­
ties and is participating in good faith, in the
ordinary course of such business, in the distri­
bution of such block of securities;

REG U LATIO N F

(B) The security involved in the transac­
tion is (i) a part of such block of securities and
is acquired by the person effecting the transac­
tion, with a view to the distribution thereof,
from the bank or other person on whose behalf
such securities are being distributed or from a
person who is participating in good faith in the
distribution of such block of securities, or (ii)
a security purchased in good faith by or for the
account of the person effecting the transaction
for the purpose of stabilizing the market price
of securities of the class being distributed or to
cover an over-allotment or other short position
created in connection with such distribution;
and
(C) Other persons not within the purview
of section 16(b) are participating in the distri­
bution of such block of securities on terms at
least as favorable as those on which such person
is participating and to an extent at least equal
to the aggregate participation of all persons ex­
empted from the provisions of section 16(b) by
this paragraph (k). However, the performance
of the functions of manager of a distributing
group and the receipt of a bona fide payment
for performing such functions shall not preclude
an exemption that would otherwise be available
under this paragraph.
(2)
The exemption of a transaction pursuant
to this paragraph (k) with respect to the par­
ticipation therein of one party thereto shall not
render such transaction exempt with respect to
participation of any other party therein unless
such other party also meets the conditions of
this paragraph.
(1)
Exemption from section 16(b) of acqui­
sitions of shares of stock and stock options un­
der certain stock bonus, stock option, or similar
plans. Any acquisition of shares of a bank’s
stock (other than stock acquired upon the exer­
cise of an option, warrant, or right) pursuant to
a stock bonus, profit sharing, retirement, incen­
tive, thrift, savings, or similar plan, or any
acquisition of a qualified or restricted stock
option pursuant to a qualified or restricted stock
option plan, or of a stock option pursuant to an
employee stock purchase plan, by a director or

( I n s i d e r s ’ R e p o r t s ) § 2 0 6 .6

officer of the bank issuing such stock or stock
option shall be exempt from the operation of
section 16(b) if the plan meets the following
conditions:
(1) The plan has been duly approved, di­
rectly or indirectly,
(A) by the holders of a majority of the
securities of the bank present, or represented,
and entitled to vote at the meeting at which it
was approved, or by the written consent of the
holders of a majority of the securities of the
bank entitled to vote, or
(B) by the holders of a majority of the
securities of a predecessor so entitled to vote, if
the plan or obligations to participate there­
under were assumed by the bank in connection
with the succession.
(2) If the selection of any director or officer
of the bank to whom stock may be allocated (or
to whom qualified, restricted, or employee stock
purchase plan stock options may be granted
pursuant to the plan) or the determination of
the number or maximum number of shares of
stock that may be allocated to any such director
or officer (or that may be covered by qualified,
restricted, or employee stock purchase plan
stock options granted to any such director or
officer) is subject to the discretion of any per­
son, then such discretion shall be exercised only
as follows:
(A)
With respect to the participation of
directors (i) by the board of directors of the
bank, a majority of which board and a m ajor­
ity of the directors acting in the matter are dis­
interested persons; (ii) by, or only in accordance
with the recommendation of, a committee of
three or more persons having full authority to
act in the matter, all of the members of which
committee are disinterested persons; or (iii)
otherwise in accordance with the plan, if the
plan specifies the number or maximum number
of shares of stock that directors may acquire (or
that may be subject to qualified, restricted, or
employee stock purchase plan stock options
granted to directors) and the terms upon which
and the times at which, or the periods within
which, such stock may be acquired (or such

§ 2 0 6 .6 ( I n s i d e r s ’ R

epo rts)

R EG ULATIO N F

that will result in an effective and determinable
options may be acquired and exercised); or sets
limitation. Such limitations may be subject to
forth, by formula or otherwise, effective and
determinable limitations with respect to the
any provisions for adjustment of the plan or of
foregoing based upon earnings of the bank,
stock allocable (or options outstanding there­
dividends paid, compensation received by par­
under) to prevent dilution or enlargement of
ticipants, option prices, market value of shares,
rights.
outstanding shares or percentages thereof out­
(m) Exemption from section 16(b) of long­
standing from time to time, or similar factors.
term profits incident to sales within six months
(B)
W ith respect to the participation of the exercise of an option. (1) To the extent
of
officers who are not directors (i) by the board
specified in subparagraph (2) below, transac­
of directors of the bank or a committee of three
tions involving the purchase and sale, or sale
or more directors; or (ii) by, or only in accord­
and purchase, of any equity security of a bank
ance with the recommendations of, a committee
shall be exempt from the operation of section
of three or more persons having full authority
16(b), as not comprehended within the purpose
to act in the m atter, all of the members of which
of that section, if such purchase is pursuant to
committee are disinterested persons.
the exercise of an option, warrant, or right
For the purposes of this subparagraph (2), a
either
director or committee member shall be deemed
(A) acquired more than six months be­
to be a disinterested person only if such person
fore its exercise, or
is not at the time such discretion is exercised
(B) acquired pursuant to the terms of an
eligible and has not at any time within one year
employment contract entered into more than
prior thereto been eligible for selection as a
six months before its exercise.
person to whom stock may be allocated (or to
(2 ) With respect to transactions specified in
whom qualified, restricted, or employee stock
subparagraph (1) above, the profits inuring to
purchase plan stock options may be granted)
the bank pursuant to section 16(b) shall not
pursuant to the plan or any other plan of the
exceed the difference between the proceeds of
bank or any of its affiliates entitling the partici­
sale and the lowest m arket price of any security
pants therein to acquire stock or qualified, re­
of the same class within six months before or
stricted, or employee stock purchase plan stock
after the date of sale. Nothing in this paragraph
options of the bank or any of its affiliates.
(3)
As to each participant or as to all par­ (m) shall be deemed to enlarge the amount of
profit that would inure to the bank in the ab­
ticipants the plan effectively limits the aggre­
sence of this paragraph.
gate dollar amount or the aggregate number of
(3) The disposition of any equity security of
shares of stock that may be allocated (or may
a bank shall also be exempt from the operation
be subject to qualified, restricted, or employee
of section 16(b), as not comprehended within
stock purchase plan stock options granted) pur­
the purpose of that section, if purchased in a
suant to the plan. The limitations may be estab­
transaction specified in subparagraph (1) above
lished on an annual basis, or for the duration of
pursuant to a plan or agreement for merger or
the plan, whether or not the plan has a fixed
consolidation, or reclassification of the bank’s
termination date. Such limitations may be de­
securities, or for the exchange of its securities
termined either by fixed or maximum dollar
for the securities of another person that has
amounts, fixed or maximum numbers of shares,
acquired its assets, where the terms of such plan
formulas based upon earnings of the bank, divi­
or agreement are binding upon all stockholders
dends paid, compensation received by partici­
of the bank except to the extent that dissenting
pants, option prices, market value of shares,
stockholders may be entitled, under statutory
outstanding shares or percentages thereof out­
provisions or provisions contained in the bank’s
standing from time to time, or similar factors

REG ULATIO N F

( I n s i d e r s ’ R e p o r t s ) § 2 0 6 .6

charter, to receive the appraised or fair value
of their holdings.
(4) The exemptions provided by this para­
graph (m) shall not apply to any transaction
made unlawful by section 16(c) or by any regu­
lations thereunder.
(5) The burden of establishing market price
of a security for the purpose of this paragraph
(m) shall rest upon the person claiming the
exemption.
(n) Exemption of certain securities from sec­
tion 16(c). Any equity security of a bank shall
be exempt from the operation of section 16(c)
to the extent necessary to render lawful under
such section the execution by a broker of an
order for an account in which he had no direct
or indirect interest.
(0) Exemption from section 16(c) of certain
transactions effected in connection with a dis­
tribution. Any equity security of a bank shall be
exempt from the operation of section 16(c) to
the extent necessary to render lawful under such
section any sale made by or on behalf of a
dealer in connection with a distribution of a
substantial block of the bank’s securities, upon
the following conditions:
(1) The sale is made with respect to an over­
allotment in which the dealer is participating
as a member of an underwriting group, or the
dealer or a person acting on his behalf intends
in good faith to offset such sale with a security
to be acquired by or on behalf of the dealer as
a participant in an underwriting, selling, or
soliciting-dealer group of which the dealer is a
member at the time of the sale, whether or not
the security to be so acquired is subject to a
prior offering to existing security holders or
some other class of persons; and
(2) Other persons not within the purview of
section 16(c) are participating in the distribu­
tion of such block of securities on terms at least
as favorable as those on which such dealer is
participating and to an extent at least equal to
the aggregate participation of all persons ex­
empted from the provisions of section 16(c) by
this paragraph (o). The performance of the
functions of manager of a distributing group

and the receipt of a bona fide payment for per­
forming such functions shall not, however, pre­
clude an exemption that would otherwise be
available under this paragraph.
(p) Exemption of sales of securities to be
acquired. (1) Whenever any person is entitled,
as an incident to his ownership of an issued
equity security of a bank and without the pay­
ment of consideration, to receive another secu­
rity of the bank “when issued” or “when dis­
tributed”, the security to be acquired shall be
exempt from the operation of section 16(c) if
(A) the sale is made subject to the same
conditions as those attaching to the right of
acquisition,
(B) such person exercises reasonable dili­
gence to deliver such security to the purchaser
promptly after his right of acquisition matures,
and
(C) such person reports the sale on the
appropriate form for reporting transactions by
persons subject to section 16(a).
(2)
This paragraph (p) shall not be con­
strued as exempting transactions involving both
a sale of a security “when issued” or “when
distributed” and a sale of the security by virtue
of which the seller expects to receive the “whenissued” or “when-distributed” security, if the
two transactions combined result in a sale of
more units than the aggregate of those owned
by the seller plus those to be received by him
pursuant to his right of acquisition.
(q) Arbitrage transactions under section 16.
It shall be unlawful for any director or officer
of a bank to effect any foreign or domestic
arbitrage transaction in any equity security of
the bank unless he shall include such transac­
tion in the statements required by section 16(a)
of the Act and section 206.6(a) and shall ac­
count to such bank for the profits arising from
such transaction, as provided in section 16(b).
The provisions of section 16(c) shall not apply
to such arbitrage transactions. The provisions
of section 206.6(a) and of section 16 shall not
apply to any bona fide foreign or domestic arbi­
trage transaction insofar as it is effected by any

22

§ 2 0 6 .7 ( F

in a n c ia l

Sta tem

ents)

person other than such director or officer of
the bank issuing such security.

SECTION 206.7— FORM AND C O N TEN T
OF FIN A N C IA L STATEM ENTS

REG U LATIO N F

(i) The Board will not recognize any
person as an independent public accountant
who is not registered or licensed to practice as
a public accountant by a regulatory authority
of a State and in good standing with such au­
thority as such an accountant.
(ii) The Board will not recognize as
independent a public accountant who is not in
fact independent. For example, an accountant
will be considered not independent with respect
to any person in which he has, or had during
the period of report, any direct financial inter­
est or m aterial indirect financial interest; or
with which he is, or was during such period.,
connected as a promoter, underwriter, voting
trustee, director, officer, or employee.
(iii) In determining whether a public
accountant is in fact, independent with respect
to a particular person, the Board will give ap­
propriate consideration to all relevant circum­
stances, including evidence bearing on all rela­
tionships between the accountant and that
person or any affiliate thereof, and will not con­
fine itself to the relationships existing in con­
nection with the filing of reports with the
Board.

(a) Principles of financial reporting. Finan­
cial statements filed with the Board pursuant to
this Part shall be prepared in accordance with
generally accepted accounting principles and
practices applicable to banks. The Board may
from time to time issue releases on accounting
principles and practices to be used with respect
to specific areas.
(b) Verification. (1) General.
(A) Every verification with respect to fi­
nancial statements filed pursuant to this Part
shall be dated, shall be signed manually, and
shall identify without detailed enumeration the
financial statements covered by the verification.
(B) If the person or persons making a
verification considers that he must take excep­
tions or express qualifications with respect
thereto, each such exception or qualification
shall be stated specifically and clearly and, to
the extent practicable, shall indicate the effect
(B) Representations as to the audit. The
of the m atter on the financial statements to
independent public accountant’s certificate
which it relates.
(i) shall state whether the audit was
(2) Opinions to be expressed by principal
made in accordance with generally accepted
accounting officer and auditor. Every verifica­
auditing standards; and
tion by a bank’s principal accounting officer
(ii) shall designate any auditing proce­
and auditor shall state:
dures generally recognized as normal (or
(A) The opinions of such persons with
deemed necessary by the accountant under the
respect to the financial statements covered by
circumstances of the particular case) that have
the verification and the accounting principles
been omitted, and the reasons for their omis­
and practices reflected therein; and
sion, but no procedure that independent ac­
(B) The opinions of such persons as to
countants ordinarily employ in the course of an
any material changes in accounting principles
audit made for the purpose of expressing the
or practices or in the method of applying the
opinions required by clause (C) below shall be
accounting principles or practices, or adjust­
omitted.
ments of the accounts, required to be set forth
(C) Opinions to be expressed. The inde­
by paragraph (c)(5) of this section 206.7.
pendent public accountant’s certificate shall
(3) Certification by independent public ac­
state:
countants.
(i)
The opinion of the accountant with
(A)
Qualifications of independent public
respect to the financial statements covered by
accountants.

REGULATION F

(F

in a n c ia l

Sta tem

en ts)

§ 2 0 6 .7

shown need not be adjusted to the nearest dol­
lar or thousand if the failure of the items to add
to the totals shown is stated in a note as due to
the dropping of amounts of less than S I.00 or
$1,000, as appropriate.
(2) Items not material. If the amount that
would otherwise be required to be shown with
respect to any item is not material, it need not
be separately set forth.
(3) Inapplicable captions and omission of
(iii) The nature of, and the opinion of
unrequired or inapplicable financial statements.
the accountant as to, any m aterial differences
No caption need be shown in any financial
between the accounting principles and prac­
statement required by the forms set forth in this
tices reflected in the financial statements and
Part as to which the items and conditions are
those reflected in the accounts after the entry of
not present. Financial statements not required
adjustments for the period under review.
or inapplicable because the required matter is
(D)
Certification of financial statements
not present need not be filed, but the state­
by more than one independent public account­
ments omitted and the reasons for their omis­
ant. If, with respect to the certification of the
sion shall be indicated in the list of financial
financial statements of any bank, the principal
statements required by the applicable form.
independent public accountant relies on an ex­
(4) Additional information. In addition to
amination made by another independent public
the information required with respect to any
accountant of certain of the accounts of such
financial statement, such further information
bank or its affiliates, the certificate of such other
shall be furnished as is necessary to make the
accountant shall be filed (and the provisions of
required statements, in the light of the circum­
this subparagraph shall be applicable thereto);
stances under which they are made, not mis­
however, the certificate of such other account­
leading.
ant need not be filed (i) if no reference is made
(5) Changes in accounting principles and
directly or indirectly to such other accountant’s
practices and retroactive adjustments of ac­
examination in the principal accountant’s cer­
counts. Any change in accounting principle or
tificate, or (ii) if, having referred to such other
practice, or in the method of applying any ac­
accountant’s examination, the principal ac­
counting principle or practice, made during any
countant states in his certificate that he assumes
period for which financial statements are filed
responsibility for such other accountant’s ex­
that affects comparability of such financial
amination in the same manner as if it had been
statements with those of prior or future periods,
made by him.
and the effect thereof upon the net income for
(c)
Provisions of general application. (1) each period for which financial statements are
Requirements as to form. Financial statements
filed, shall be disclosed in a note to the appro­
shall be prepared in accordance with the appli­
priate financial statement. Any material retro­
cable requirements of Forms 9A, B, C, and D.
active adjustment made during any period for
All money amounts required to be shown in
which financial statements are filed, and the
financial statements may be expressed in even
effect thereof upon net income of prior periods,
dollars or thousands of dollars. If shown in
shall be disclosed in a note to the appropriate
even thousands, an indication to that effect
financial statement.
shall be inserted immediately beneath the cap­
(6) Summary of accounting principles and
tion of the statement or schedule, or at the top
practices. Inform ation required in notes as to
accounting principles and practices reflected in
of each money column. The individual amounts

the certificate and the accounting principles
and practices reflected therein;
(ii) The opinion of the accountant as
to any material changes in accounting princi­
ples or practices or in the method of applying
the accounting principles or practices, or ad­
justments of the accounts, required to be set
forth by paragraph (c)(5) of this section 206.7;
and

24

§ 2 0 6 .7 ( F

in a n c i a l

Sta tem

REGULATION F

ents)

date or dates and the amount per share at which
such shares are callable shall be stated; (ii)
Arrears in cumulative dividends per share and
in total for each class of shares shall be stated;
(iii) Preferences on involuntary liquidation, if
other than the par or stated value, shall be
shown. When the excess involved is material,
there shall be shown the difference between the
aggregate preference on involuntary liquidation
and the aggregate par or stated value, a state­
ment that this difference (plus any arrears in
dividends) exceeds the sum of the par or stated
value of the junior capital shares, surplus, and
undivided profits if such is the case, and a state­
ment as to the existence (or absence) of any
restrictions upon surplus an d /o r undivided
profits growing out of the fact that upon in­
voluntary liquidation the preference of the
preferred stock exceeds its par or stated value.
(D) Pension and retirem ent plans, (i) A
brief description of the essential provisions of
any employee pension or retirem ent plan shall
be given; (ii) The estimated annual cost of the
plan shall be stated; (iii) If a plan has not been
funded or otherwise provided for, the estimated
amount that would be necessary to fund or
otherwise provide for the past-service cost of
the plan shall be disclosed.
(E ) Capital stock optioned to officers and
employees.
(i) A brief description of the terms of
each option arrangement shall be given, includ­
ing the title and amount of securities subject to
the option, the year or years during which the
options were granted, and the year or years
during which the optionees became, or will be­
come, entitled to exercise the options;
(ii) There shall be stated the num ber of
shares under option at the balance sheet date,
and the option price and the fair value thereof
(per share and in total) at the dates the options
were granted; the number of shares with re­
spect to which options became exercisable dur­
ing the period, and the option price and the
fair value thereof (per share and in total) at the
dates the options became exercisable; and the
number of shares with respect to which options

the financial statements may be presented in the
form of a single statement. In such a case spe­
cific references shall be made in the appropriate
financial statements to the applicable portion of
such single statement.
(7) Foreign currencies. The basis of conver­
sion of all items in foreign currencies shall be
stated, and the amount and disposition of the
resulting unrealized profit or loss shown. Dis­
closure should be made as to the effect, insofar
as this can be reasonably determined, of foreign
exchange restrictions upon the consolidated
financial position and operating results of the
bank and its subsidiaries.
(8) Commitments. If m aterial in amount, the
pertinent facts relative to firm commitments for
the acquisition, directly or indirectly, of fixed
assets and for the purchase, repurchase, con­
struction, or rental of assets under long-term
leases shall be stated briefly in the balance sheet
or in footnotes referred to therein. Where the
rentals or obligations under long-term leases
are material there shall be shown the amounts
of annual rentals under such leases with some
indication of the periods for which they are
payable, together with any im portant obligation
assumed or guarantee made in connection
therewith. If the rentals are conditional, the
minimum annual amounts shall be stated, un­
less inappropriate in the circumstances.
(9) General notes to balance sheets. If pres­
ent with respect to the person for which the
statement is filed, the following shall be set
forth in the balance sheet or in notes thereto:
(A) Assets subject to lien. The amounts
of assets mortgaged, pledged, or otherwise sub­
ject to a lien or security interest shall be desig­
nated and the obligation secured thereby, if
any, shall be identified briefly.
(B) Intercom pany profits and losses. The
effect upon any balance sheet item of profits or
losses resulting from transactions with affiliated
companies not consolidated shall be stated. If
impracticable of accurate determination with­
out unreasonable effort or expense, an estimate
or explanation shall be given.
(C) Preferred shares, (i) If callable, the
25

REG ULATIO N F

( F in a n c ia l S t a t e m

en ts)

§ 2 0 6 .7

annual amounts; (iii) The accounting treatment
for maintenance, repairs, renewals, and im­
provements; and (iv) The adjustment of the
accumulated valuation allowances for deprecia­
tion and amortization at the time the properties
were retired or otherwise disposed of, including
the disposition made of any profit or loss on
(iii)
The basis of accounting for such
sale of such properties.
option arrangements and the amount of
(d)
Consolidated financial statements. (1)
charges, if any, reflected in income with re­
Consolidated statements generally present more
spect thereto shall be stated.
meaningful information to the investor than un­
(F) Restrictions that limit the availability
consolidated statements. Except where good
of surplus a n d /o r undivided profits for dividend
reason exists, consolidated statements of the
purposes. Any such restriction, other than as
bank and its majority-owned significant subsid­
reported in subparagraph (9)(C) of this para­
iaries should be filed.
graph (c) shall be described, indicating briefly
(2) Every majority-owned bank-premises
its source, its pertinent provisions, and, where
subsidiary and every majority-owned subsid­
appropriate and determinable, the amount of
iary operating under the provisions of section
the surplus and/or undivided profits so re­
25 or section 25(a) of the Federal Reserve Act
stricted.
(“Agreement Corporations” and “Edge Act
(G) Contingent liabilities. A brief state­
Corporations”) shall be consolidated with that
ment as to contingent liabilities not reflected in
of the reporting bank irrespective of whether
the balance sheet shall be made.
such subsidiary is a significant subsidiary.
(10)
General notes to statements of income.
(3) If the financial statements of a subsidiary
If present with respect to the person for which
are as of a date or for periods different from
the statement is filed, the following shall be set
those of the bank, such statements may be used
forth in the statement of income or in notes
as the basis for consolidation of the subsidiary
thereto:
only if the date of such statements is not more
than 93 days from the date of the close of the
(A) Intercompany profits and losses. The
bank’s fiscal year; the closing date of the sub­
amount of any profits or losses resulting from
sidiary is specified; the necessity for the use of
transactions between unconsolidated affiliated
different closing dates is explained briefly; and
companies shall be stated. If impracticable of
any changes in the respective fiscal periods of
determination without unreasonable effort and
the bank and the subsidiary made during the
expense, an estimate or explanation shall be
period of report are indicated clearly.
given.
(4) There shall be set forth in a note to each
(B) Depreciation and amortization. For
consolidated balance sheet filed a statement of
the period for which statements of income are
any difference between the investment in sub­
filed, there shall be stated the policy followed
sidiaries consolidated, as shown by the bank’s
with respect to: (i) The provision for deprecia­
books, and the bank’s equity in the net assets
tion of physical properties or valuation allow­
of such subsidiaries as shown by the subsid­
ances created in lieu thereof, including the
iaries’ books. If any such difference exists, there
methods and, if practicable, the rates used in
shall be set forth the amount of the difference
computing the annual amounts; (ii) The provi­
and the disposition made thereof in preparing
sion for depreciation and amortization of in­
the consolidated statements, naming the bal­
tangibles, or valuation allowances created in
ance sheet captions and stating the amount in­
lieu thereof, including the methods and, if
practicable, the rates used in computing the
cluded in each.
were exercised during the period, and the op­
tion price and the fair value thereof (per share
and in total) at the dates the options were exer­
cised. The required information may be sum­
marized as appropriate with respect to each of
the categories referred to in this subclause (ii);

§ 2 0 6 .7 ( F

in a n c ia l

Sta t em

REG U LATIO N F

en ts)

Government Obligations and Obligations of
States and Political Subdivisions; Schedule II—
Other Securities; Schedule III— Loans; Sched­
ule IV— Bank Premises and Equipment; Sched­
ule V— Investments in, Dividend Income from,
and Share in Earnings or Losses of Uncon­
solidated Subsidiaries; and Schedule V I—
“O ther” Liabilities for Borrowed Money.
(2) The following schedules shall be filed
with each statement of income filed pursuant to
this Part: Schedule V II— Allowance for Possi­
ble Loan Losses; and Schedule V III— Occu­
pancy Expense of Bank Premises.
(3) Reference to the schedules referred to in
subparagraphs (1) and (2) shall be made against
the appropriate captions of the balance sheet or
statement of income.

(5) Minority interests in the net assets of
subsidiaries consolidated shall be shown in
each consolidated balance sheet. The aggregate
amount of profit or loss accruing to minority
interests shall be stated separately in each con­
solidated statement of income.
(6) In general, intercompany items and trans­
actions shall be eliminated. If not eliminated,
a statement of the reasons for inclusion and the
methods of treatm ent shall be made.
(e) Statement of changes in capital accounts.
A statement of changes in capital accounts shall
be filed with each statement of income filed pur­
suant to this Part.
(f) Schedules to be filed. (1) The following
schedules shall be filed with each balance sheet
filed pursuant to this Part: Schedule I— U.S.

27

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-l
REG ISTR A TIO N STA TEM ENT FO R SECURITIES O F A BANK
Pursuant to Section 1 2 (b ) or Section 12(g) of the Securities Exchange Act of 1934

(Exact name of bank as specified in charter)
(Address of principal office)
Title of each class of securities being registered pursuant to section 12(b) of the Act:*
Title of class

Name of each exchange on which class is being registered

Title of each class of securities being registered pursuant to section 12(g) of the Act:*

Item 2. Parents and subsidiaries of the bank.
(a) List all parents of the bank, showing the
basis of control and, as to each parent, the per­
centage of voting securities owned or other basis
of control by its immediate parent, if any.
(b) Furnish a list or diagram of all subsid­
iaries of the bank and, as to each subsidiary,
indicate (1 ) the State or other jurisdiction un­
der the laws of which it was organized, and (2)
the percentage of voting securities owned or
other basis of control by its immediate parent.
Designate (i) subsidiaries for which separate
financial statements are filed; (ii) subsidiaries
included in consolidated financial statements;
and (iii) subsidiaries for which no financial
statements are filed, indicating briefly why state­
ments of such subsidiaries are not filed.

GENERAL INSTRUCTION
This form is not to be used as a blank form
to be filled in but only as a guide in the prepa­
ration of a registration statement. Particular
attention should be given to the definitions in
section 206.2 and the general requirements in
section 206.4 of this Part. Unless otherwise
stated, the information required shall be given
as of a date reasonably close to the date of filing
the statement. The statement shall contain the
numbers and captions of all items, but the text
of the items may be omitted if the answers with
respect thereto are prepared in the manner
specified in section 206.4 (s).
INFORMATION REQUIRED IN
REGISTRATION STATEMENT

Instruction. 1. Include the bank and show clearly
the relationship of each person named to the bank and
the other persons named, including the percentage of
voting securities of the bank owned or other basis of
control by its immediate parent. The names of particu­
lar subsidiaries may be omitted if the unnamed sub­
sidiaries considered in the aggregate as a single sub­
sidiary would not constitute a significant subsidiary.
2. In case the bank owns, directly or indirectly, ap­
proximately 50 per cent of the voting securities of any
person and approximately 50 per cent of the voting

Item 1. General information. State the year
in which the bank was organized. If organized
as a national bank, state the year of conversion
into a State bank. Indicate the approximate
number of holders of record of each class of
equity securities of the bank.
• If none, so state.

1

REGULATION F

securities of such person are owned directly or indi­
rectly by another single interest, such person shall be
deemed to be a subsidiary for the purpose of this item.

Item 3. Description of business. Describe
briefly the business done by the bank and any
significant developments or trends in such busi­
ness occurring over the preceding five years.
Information should be furnished as to any mer­
gers, consolidations, or other acquisitions of
assets of any other person that were consum­
mated during such period. State the number of
banking offices in each city (or county) in the
United States in which the bank has offices and
the number of banking offices located in each
foreign country or jurisdiction. In describing
the business done by the bank, the business of
its subsidiaries should be included only insofar
as the same is im portant to an understanding of
the character and development of the business
conducted by the total enterprise.
Item 4. Description of bank premises and
other real estate. Describe briefly, individually
or by categories, (a) properties held in fee, by
the bank and its subsidiaries, in which the bank­
ing offices are located, indicating any major en­
cumbrances with respect thereto, and (b) other
real estate of material value that is owned by
the bank. In the event aggregate annual rentals
paid during the bank’s last fiscal year exceeded
5 per cent of its operating expenses, state the
amount of such rentals and the average term of
the leases pursuant to which such rentals were
paid.
Item 5. Organization within five years. If the
bank was organized within the past five years,
furnish the following information:
(a) State the names of the promoters, the
nature and amount of anything of value (includ­
ing money, property, contracts, options, or
rights of any kind) received or to be received
by each promoter directly or indirectly from
the bank, and the nature and amount of any
assets, services, or other consideration therefor
received or to be received by the bank.
(b ) As to any assets acquired or to be ac­
quired by the bank from a promoter, state the
amount at which acquired or to be acquired and

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the principle followed in determining the
amount. Identify the persons making the deter­
mination and state their relationship, if any,
with the bank or any promoter. If the assets
were acquired by the prom oter within two years
prior to their transfer to the bank, state the
cost thereof to the promoter.
Item 6. Pending legal proceedings. Describe
briefly any m aterial pending legal proceedings,
other than ordinary routine proceedings inci­
dental to the business, to which the bank or any
of its subsidiaries is a party or of which any of
their property is the subject. Include the name
of the court or agency in which the proceedings
were instituted, the date instituted, and the
principal parties thereto.
Instructions. 1. N o information need to be given
with respect to proceedings that involve principally
claims for damages if the aggregate amount involved
does not exceed 10 per cent of the equity capital ac­
counts of the bank. If, however, any proceeding pre­
sents in large degree the same issues as other proceed­
ings pending or known to be contemplated, the amount
involved in such other proceedings shall be included
in computing such percentage.
2.
Any material proceedings to which any director,
officer, or affiliate of the bank, any security holder
named in answer to Item 11(a), or any associate of
any such director, officer, or security holder, is a party
adverse to the bank or any of its subsidiaries shall also
be described.

Item 7. Directors and officers. List all direc­
tors and officers of the bank and all persons
chosen to become directors or officers. Indicate
all positions and offices with the bank held by
each person named and his principal occupa­
tions during the past five years. (The term
“officer” is defined in section 206.2(o).)
Item 8. Indemnification of directors and offi­
cers. State the general effect of any charter pro­
vision, by-law, contract, arrangement, or statute
under which any director or officer of the bank
is insured or indemnified in any manner against
any liability that he may incur in his capacity
as such.
Item 9. Remuneration of directors and offi­
cers. (a) Furnish the following information in
substantially the tabular form indicated below
as to all direct remuneration paid by the bank

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iaries to each director or officer named in an­
swer to paragraph ( a ) ( 1 ) :

and its subsidiaries during the bank’s latest
fiscal year to the following persons for services
in all capacities:
(1) Each director, and each of the two high­
est paid officers, of the bank whose annual
total direct remuneration exceeded $30,000,
naming each such person.
(2) All directors and officers of the bank as
a group, without naming them, but stating the
number of persons included.
(A )
Nam e of
individual
or num ber
of persons
in group

(B )
Capacities
in which
rem uneration
was
received

(A )
N am e
of
individual

(B )
A m ounts set aside
or accrued during
ba n k ’s last
fiscal year

(C )
Estim ated
annual
benefits upon
retirem ent

Instructions. 1. Column (B ) need not be answered
with respect to amounts computed on an actuarial
basis under any plan that provides for fixed benefits in
the event of retirement at a specified age or after a
specified number of years of service.
2. The information called for by Column (C ) may
be given in a table showing the annual benefits pay­
able upon retirement to persons in specified salary
classifications.
3. In the case of any plan (other than those speci­
fied in Instruction 1) where the amount set aside each
year depends upon the amount of earnings or profits
of the bank or its subsidiaries for such year or a prior
year (or where otherwise impracticable to state the
estimated annual benefits upon retirement) there shall
be set forth, in lieu of the information called for by
Column (C ), the aggregate amount set aside or ac­
crued to date, unless impracticable to do so, in which
case the method of computing such benefits shall be
stated.

(C )
A ggregate
direct
rem uner­
ation

Instructions. 1. This item applies to any person
who was a director or officer of the bank at any time
during said fiscal year. Information need not, however,
be given for any portion of that period during which
such person was not a director or officer.,
2. The information is to be given on an accrual
basis, if practicable. The tables required by this para­
graph and paragraph (b) may be combined if the
bank so desires.
3. Do not include remuneration paid to a partner­
ship in which any director or officer was a partner.
But see Item 12, below.
4. If the bank has not completed a full fiscal year
since its organization or if it acquired or is to acquire
the majority of its assets from a predecessor within the
current fiscal year, the information shall be given for
the current fiscal year, estimating future payments, if
necessary. To the extent that such remuneration is to
be computed upon the basis of a percentage of earn­
ings or profits, the percentage may be stated without
estimating the amount of such profits to be paid.
5. If any part of the remuneration shown in re­
sponse to this item was paid pursuant to a material
bonus or profit-sharing plan, describe briefly the plan
and the basis upon which directors or officers partici­
pate therein.

(c)
Describe briefly all remuneration pay­
ments (other than payments reported under
paragraph (a) or (b) of this item) proposed to
be made in the future, directly or indirectly, by
the bank or any of its subsidiaries pursuant to
any existing plan to (i) each director or officer
named in answer to paragraph (a)(1), naming
each such person, and (ii) all directors and offi­
cers of the bank as a group, without naming
them.

Instruction. Information need not be included as to
payments to be made for, or benefits to be received
from, group life or accident insurance, group hospitali­
zation, or similar group payments or benefits. If im­
practical to state the amount of remuneration pay­
(b)
Furnish the following information, in ments proposed to be made, the aggregate amount set
substantially the tabular form indicated below,
aside or accrued to date in respect of such payments
should be stated, together with an explanation of the
as to all pension or retirement benefits proposed
basis for future payments.

to be paid under any existing plan in the event
of retirement at normal retirement date, directly
or indirectly, by the bank or any of its subsid­

Item 10. Options to purchase securities. Fur­
nish the following information as to options to
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purchase securities from the bank or any of its
subsidiaries that are outstanding as of a speci­
fied date within 30 days prior to the date of
filing.
(a) Describe the options, stating the material
provisions including the consideration received
and to be received for such options by the
grantor thereof and the market value of the
securities called for on the granting date. If,
however, the options are “qualified stock op­
tions” or “restricted stock options” or options
granted pursuant to a plan qualifying as an
“employee stock purchase plan” as those terms
are defined in sections 422 through 424 of the
Internal Revenue Code of 1954 only the follow­
ing is required: (i) a statement to that effect,
(ii) a brief description of the terms and condi­
tions of the options or of the plan pursuant to
which they were issued, and (iii) a statement of
the provisions of the plan or options with re­
spect to the relationship between the option
price and the market price of the securities at
the date when the options were granted, or with
respect to the terms of any variable price option.
(b) State (i) the title and amount of the secu­
rities called for by such options; (ii) the pur­
chase prices of the securities called for and the
expiration dates of such options; and (iii) the
market value of the securities called for by such
options as of the latest practicable date.

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2.
Where the total market value of securities called
for by all outstanding options as of the specified date
referred to in this item does not exceed $10,000 for
any officer or director named in answer to paragraph
(a ) (1 ) of Item 9, or $30,000 for all officers and
directors as a group or for all option holders as a
group, this item need not be answered with respect to
options held by such person or group.

Item 11. Principal holders of securities. F ur­
nish the following information as of a specified
date within 90 days prior to the date of filing in
substantially the tabular form indicated:
(a)
As to the voting securities of the bank
owned of record or beneficially by each person
who owns of record, or is known by the bank
to own beneficially, more than 10 per cent of
any class of such securities. Show in Column
(C) whether the securities are owned both of
record and beneficially, or record only, or bene­
ficially only, and show in Columns (D) and (E)
the respective amounts and percentages owned
in each such manner:

(A )
N am e and
address

(B )
Title of
class

(C )
Type of
ow ner­
ship

(D )
A m ount
owned

(E )
Per cent
o f class

(b)
As to each class of equity securities of
the bank or any of its parents or subsidiaries,
other than directors’ qualifying shares, benefi­
cially owned directly or indirectly by all direc­
tors and officers of the bank, as a group, with­
out naming them.

Instruction. In case a number o f options are out­
standing having different prices and expiration dates,
the options may be grouped by prices and dates. If this
produces more than five separate groups then there
may be shown only the range of the expiration dates
and the average purchase prices, i.e., the aggregate
purchase price of all securities of the same class called
for by all outstanding options to purchase securities of
that class divided by the number of securities of such
class so called for.

(A )
Title of
class

(c) Furnish separately the information called
for by paragraph (b) above for all options held
by (i) each director or officer named in answer
to paragraph (a)(1) of Item 9, naming each such
person, and (ii) all directors and officers as a
group without naming them.

(B )
A m ount beneficially
owned

(C )
Per cent of
class

Instructions. 1. The percentages are to be calculated
on the basis of the amount of securities outstanding,
excluding securities held by or for the account of the

Instructions. 1. The extension or renewal of options
shall be deemed the granting of options within the
meaning of this item.

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suant to an agreement among underwriters the parties
to which do not include the bank or its subsidiaries.
6. N o information need be given in answer to this
item as to any transaction or any interest therein
where:
(i) the rates or charges involved in the trans­
action are fixed by law or determined by competi­
tive bids;
(ii) the interest of the specified person in the
transaction is solely that of a director of another
corporation that is a party to the transaction;
(iii) the specified person is subject to this
Item 12 solely as a director of the bank (or asso­
ciate of a director) and his interest in the transac­
tion is solely that o f a director and/or officer of
another corporation that is a party to the transac­
tion;
(iv) the transaction does not involve remuner­
ation for services, directly or indirectly, and (A )
the interest of the specified persons arises from the
ownership individually and in the aggregate of less
than a 10 per cent interest in another person that is
a party to the transaction, (B ) the transaction is
in the ordinary course of business of the bank or
its subsidiaries, and (C ) the amount of such trans­
action or series of transactions is less than 10 per
cent of the equity capital accounts of the bank;
(v) the transaction involves services as a bank
depository of funds, transfer agent, registrar,
trustee under a trust indenture, or other similar
service;
(vi) the interest of the specified person, in­
cluding all periodic installments in the case of any
lease or other agreement providing for periodic
payments or installments, does not exceed $30,000.
7. Information shall be furnished in answer to this
item with respect to transactions not excluded above
that involve remuneration, directly or indirectly, to
any of the specified persons for services in any capac­
ity unless the interest of such persons arises solely
from the ownership individually and in the aggregate
of less than a 10 per cent interest in another person
furnishing the services to the bank or its subsidiaries.

bank. In any case where the amount owned by direc­
tors and officers as a group is less than 1 per cent of
the class, the per cent of the class owned by them may
be omitted.
2. If, to the knowledge of the bank, more than 10
per cent of any class of voting securities of the bank
are held or to be held subject to any voting trust or
other similar agreement, state the title of such securi­
ties, the amount held or to be held, and the duration
of the agreement. Give the names and addresses of
the voting trustees and outline briefly their voting
rights and other powers under the agreement.

Item 12. Interest of management and others
in certain transactions. Describe briefly, and
where practicable state the approximate amount
of, any material interest, direct or indirect, of
any of the following persons in any material
transactions during the last three years, or in
any material proposed transactions, to which
the bank or any of its subsidiaries was, or is to
be, a party:
(a) any director or officer of the bank;
(b) any security holder named in answer to
Item 11(a); or
(c) any associate of any of the foregoing
persons.
Instructions. 1. See Instruction 1 to Item 9 (a ). In­
clude the name of each person whose interest in any
transaction is described and the nature of the relation­
ship by reason of which such interest is required to be
described. Where it is not practicable to state the ap­
proximate amount o f the interest, the approximate
amount involved in the transaction shall be indicated.
2. As to any transaction involving the purchase or
sale of assets by or to the bank or any subsidiary,
otherwise than in the ordinary course of business, state
the cost of the assets to the purchaser and the cost
thereof to the seller if acquired by the seller within
two years prior to the transaction.
3. This item does not apply to any interest arising
from the ownership of securities of the bank where
the security holder receives no extra or special benefit
not shared on a pro rata basis by all other holders of
the same class.
4. No information need be given in answer to this
item as to any remuneration not received during the
bank’s last fiscal year or as to any remuneration or
other transaction reported in response to Item 9 or 10.
5. Information should be included as to any mate­
rial underwriting discounts and commissions upon the
sale of securities by the bank where any of the speci­
fied persons was or is to be a principal underwriter or
is a controlling person or member of a firm that was
or is to be a principal underwriter. Information need
not be given concerning ordinary management fees
paid by underwriters to a managing underwriter pur­

Item 13. Capital stock being registered. If
capital stock is being registered, state the title of
the class and furnish the following information:
(a) Outline briefly (1) dividend rights; (2)
voting rights; (3) liquidation rights; (4) pre­
emptive rights; (5) conversion rights; (6) re­
demption provisions; (7) sinking fund provi­
sions; and (8) liability to further calls or to
assessment by the bank.
(b) If the rights of holders of such stock may
be modified otherwise than by a vote of a ma­
jority or more of the shares outstanding, voting
as a class, so state and explain briefly.
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(c)
Outline briefly any restriction on the re­
purchase or redemption of shares by the bank
while there is any arrearage in the payment of
dividends or sinking fund installments. If there
is no such restriction, so state.
Instructions. 1. This item requires only a brief sum­
mary of the provisions that are pertinent from an in­
vestment standpoint. A complete legal description of
the provisions referred to is not required and should
not be given. D o not set forth the provisions of the
governing instruments verbatim; only a succinct
resume is required.
2. If the rights evidenced by the securities being
registered are materially limited or qualified by the
rights of any other class of securities include such in­
formation regarding such other securities as will enable
investors to understand the rights evidenced by securi­
ties being registered. If any securities being registered
are to be offered in exchange for other securities, an
appropriate description of such other securities shall
be given. N o information need be given, however, as
to any class of securities all of which will be redeemed
and retired if appropriate steps to assure such redemp­
tion and retirement will be taken prior to registration
of the securities being registered.

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term debt are being registered, outline briefly
the rights evidenced thereby. If subscription
warrants or rights are being registered, state the
title and amount of securities called for, the
period during which and the price at which the
warrants or rights are exercisable.
Instruction. The instructions to Item 13 shall also
apply to this item.

Item 16. Recent sales of securities. Furnish
the following information as to all securities of
the bank sold by the bank within the past three
years, or presently proposed to be sold. Include
securities issued in exchange for property, serv­
ices, or other securities.
(a) Give the date of sale, title, and amount of
securities sold.
(b) Give the names of the principal under­
writers, if any. As to any securities sold pri­
vately, name the persons or identify the class of
persons to whom the securities were sold.
(c) As to securities sold for cash, state the
aggregate offering price and the aggregate un­
derwriting discounts or commissions. As to any
securities sold otherwise than for cash, state the
nature of the transaction and the nature and
aggregate amount of consideration received by
the bank.

Item 14. Long-term debt being registered. If
long-term debt is being registered, outline
briefly such of the following as are relevant:
(a) Provisions with respect to interest, con­
version, maturity, redemption, amortization,
sinking fund, or retirement.
(b) Provisions restricting the declaration of
dividends or the creation or maintenance of
reserves.
(c) Provisions permitting or restricting the
issuance of additional securities, the withdrawal
of cash deposited against such issuance, the
incurring of additional debt, the modification of
the terms of the security, and similar provisions.
(d) The name of the trustee and the nature
of any material relationship with the bank or
any of its affiliates; the percentage of securities
of the class necessary to require the trustee to
take action, and what indemnification the
trustee may require before proceeding to en­
force the lien.

Instructions. 1. Information need not be set forth
as to notes, drafts, bills o f exchange, or bank accept­
ances that mature not later than 18 months from the
date of issuance.
2.
If the sales were made in a series of transac­
tions, the information may be given by such totals and
periods as will reasonably convey the information
required.

Item 17. Financial statements and exhibits.
List all financial statements and exhibits filed as
a part of the registration statement.
(a) Financial statements.
(b) Exhibits.
SIGNATURES

Instruction. The instructions to Item 13 shall also
apply to this item.

Pursuant to the requirements of the Securi­
ties Exchange Act of 1934, the bank has duly
caused this registration statement to be signed

Item 15. Other securities being registered.
If securities other than capital stock or long­
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3. Omission of bank’s financial statements in
certain cases. Notwithstanding Instructions 1
and 2, the individual financial statements of the
bank may be omitted if consolidated statements
of the bank and one or more of its subsidiaries
are filed.

on its behalf by the undersigned, thereunto duly
authorized.
(Name of bank)
D a te

B y ______________________________
(Name and title of signing officer)

B. Consolidated Statements
INSTRUCTIONS AS TO FINANCIAL
STATEMENTS

4. Consolidated balance sheets, (a) There
shall be filed a verified consolidated balance
sheet of the bank and its majority-owned (i)
bank premises subsidiaries, (ii) subsidiaries op­
erating under the provisions of section 25 or
section 25(a) of the Federal Reserve Act
(“Agreement Corporations” and “Edge Act
Corporations”), and (iii) significant subsidiar­
ies, as of the close of the latest fiscal year of the
bank, unless such fiscal year has ended within
90 days prior to the date of filing the Registra­
tion Statement, in which case this balance sheet
may be as of the close of the preceding fiscal
year.
(b) If the latest fiscal year of the bank has
ended within 90 days prior to the date of filing
the Registration Statement, and the balance
sheet required by paragraph (a) is filed as of
the end of the preceding fiscal year, there shall
be filed as an amendment to the Registration
Statement, within 120 days after the date of
filing, a verified consolidated balance sheet of
the bank and such subsidiaries as of the end of
the latest fiscal year.
5. Consolidated statement of income, (a)
There shall be filed verified statements of in­
come of the bank and its majority-owned (i)
bank premises subsidiaries, (ii) subsidiaries
operating under the provisions of section 25 or
section 25(a) of the Federal Reserve Act
(“Agreement Corporations” and “Edge Act
Corporations”), and (iii) significant subsidiar­
ies, for each of the three fiscal years preceding
the date of the consolidated balance sheet re­
quired by Instruction 4(a).
(b)
There shall be filed with each balance
sheet filed pursuant to Instruction 4(b), a veri­
fied consolidated statement of income of the

These instructions specify the balance sheets
and statements of income required to be filed as
a part of a Registration Statement on this form.
Section 206.7 of this P art governs the verifica­
tion, form, and content of the balance sheets
and statements of income required, including
the basis of consolidation, and prescribes the
statement of changes in capital accounts and the
schedules to be filed in support thereof.
A. Financial Statements of the Bank
1. Balance sheets, (a) The bank shall file a
verified balance sheet as of the close of its
latest fiscal year unless such fiscal year has
ended within 90 days prior to the date of filing
the Registration Statement, in which case the
balance sheet may be as of the close of the
preceding fiscal year.
(b) If the latest fiscal year of the bank has
ended within 90 days prior to the date of filing
the Registration Statement and the balance
sheet required by paragraph (a) is filed as of
the end of the preceding fiscal year, there shall
be filed as an amendment to the Registration
Statement, within 120 days after the date of
filing, a verified balance sheet of the bank as of
the end of the latest fiscal year.
2. Statements of income, (a) The bank shall
file verified statements of income for each of the
three fiscal years preceding the date of the bal­
ance sheet required by Instruction 1(a).
(b) There shall be filed with each balance
sheet filed pursuant to Instruction 1(b) a veri­
fied statement of income of the bank for the
fiscal year immediately preceding the date of the
balance sheet.
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a footnote or otherwise, a brief explanation of
the changes shall be given.
(c)
This instruction shall not apply with re­
spect to the bank’s succession to the business of
any majority-owned subsidiary or to any acqui­
C. Unconsolidated Subsidiaries and
sition of a business by purchase.
Other Persons
8. Acquisition of other businesses, (a) There
6. Separate statements of unconsolidated
shall be filed for any business directly or in­
subsidiaries and other persons. There shall be
directly acquired by the bank after the date of
filed such other verified financial statements
the balance sheet filed pursuant to Part A or B
with respect to unconsolidated subsidiaries and
above and for any business to be directly or
other persons as are material to a proper under­
indirectly acquired by the bank, the financial
standing of the financial position and results of
statements that would be required if such busi­
operations of the total enterprise.
ness were a registrant.
(b) The acquisition of securities shall be
deemed to be the acquisition of a business if
D. Special Provisions
such securities give control of the business or
7. Succession to other businesses, (a) If dur­
combined with securities already held give such
ing the period for which its statements of in­
control. In addition, the acquisition of securi­
come are required, the bank has by merger,
ties that will extend the bank’s control of a
consolidation, or otherwise succeeded to one or
business shall be deemed the acquisition of the
more businesses, the additions, eliminations,
business if any of the securities being registered
and other changes effected in the succession
hereunder are to be offered in exchange for the
shall be appropriately set forth in a note or
securities to be acquired.
supporting schedule to the balance sheets filed.
(c) No financial statements need be filed,
In addition, statements of income for each con­
however, for any business acquired or to be
stituent business, or combined statements, if
acquired from a majority-owned subsidiary. In
appropriate, shall be filed for such period prior
addition, the statements of any one or more
to the succession as may be necessary when
businesses may be omitted if such businesses,
added to the time, if any, for which statements
considered in the aggregate as a single subsid­
of income after the succession are filed to cover
iary, would not constitute a significant sub­
the equivalent of the period specified in In ­
sidiary.
structions 2 and 5 above.
9. Filing of other statements in certain cases.
(b)
If the bank by merger, consolidation, or The Board may, upon the request of the bank,
otherwise is about to succeed to one or more
and where consistent with the protection of in­
businesses, there shall be filed for the constitu­
vestors, permit the omission of one or more of
ent businesses financial statements, combined if
the statements herein required or the filing in
substitution therefor of appropriate statements
appropriate, that would be required if they were
of comparable character. The Board may also
registering securities under the Act. In addition,
there shall be filed a balance sheet of the bank
require the filing of other statements in addition
giving effect to the plan of succession. These
to, or in substitution for, the statements herein
required in any case where such statements are
balance sheets shall be set forth in such form,
necessary or appropriate for an adequate pres­
preferably columnar, as will show in related
entation of the financial condition of any person
manner the balance sheets of the constituent
whose financial statements are required, or
businesses, the changes to be effected in the
whose statements are otherwise necessary for
succession and the balance sheet of the bank
the protection of investors.
after giving effect to the plan of succession. By
bank and such subsidiaries for the fiscal year
immediately preceding the date of the balance
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£ . Historical Financial Information
10. Scope of Part E. The information re­
quired by Part E shall be furnished for the
seven-year period preceding the period for
which statements of income are filed, as to the
accounts of each person whose balance sheet is
filed. The information is to be given as to all
of the accounts specified whether they are pres­
ently carried on the books or not. P art E does
not call for verification, but only for a survey or
review of the accounts specified. It should not
be detailed beyond a point material to an
investor.
11. Revaluation of assets, (a) If there were
any m aterial increases or decreases resulting
from revaluing of assets, state (1) in what year
or years such revaluations were made; (2) the
amounts of such increases or decreases, and
the accounts affected, including all related en­
tries; and (3) if in connection with such revalu­
ations any related adjustments were made in
reserve accounts, the accounts and amounts
with explanations.
(b) Information is not required as to adjust­
ments made in the ordinary course of business,
but only as to major revaluations made for the
purpose of entering on the books current val­
ues, reproduction cost, or any values other than
original cost.
(c) No information need be furnished with
respect to any revaluation entry that was subse­
quently reversed or with respect to the reversal
of a revaluation entry recorded prior to the
period if a statement as to the reversal is made.
12. Capital shares, (a) If there were any m a­
terial restatements of capital shares that re­
sulted in transfers from capital share liability
to surplus, undivided profits, or reserves, state
the amount of each such restatement and all
related entries. No statement need be made as
to restatements resulting from the declaration
of share dividends.
(b)
If there was an original issue of capital
shares, any part of the proceeds of which was
credited to accounts other than capital stock
accounts, state the title of the class, the ac­
9

counts, and the respective amounts credited
thereto.
13. Debt discount and expense written off.
If any material amount of debt discount and
expense, on long-term debt still outstanding,
was written off earlier than as required under
any periodic amortization plan, give the follow­
ing information: (1) title of the securities; (2)
date of the write-off; (3) amount written off;
and (4) to what account charged.
14. Premiums and discount and expense on
securities retired. If any material amount of
long-term debt or preferred shares was retired,
and if either the retirement was made at a pre­
mium or there remained, at the time of retire­
ment, a material amount of unamortized dis­
count and expense applicable to the securities
retired, state for each class (1) title of the
securities retired; (2) date of retirement; (3)
amount of premium paid and of unamortized
discount and expense; (4) to what account
charged; and (5) whether being amortized and,
if so, the plan of amortization.
15. Other changes in surplus or undivided
profits. If there were any m aterial increases or
decreases in surplus or undivided profits, other
than those resulting from transactions specified
above, the closing of the income account, or
the declaration or payment of dividends, state
(1) the year or years in which such increases or
decreases were made; (2) the nature and
amounts thereof; and (3) the accounts affected,
including all material related entries. Instruc­
tion 11(c) above also applies here.
16. Predecessors. The information shall be
furnished, to the extent material, as to any pred­
ecessor of the bank from the beginning of the
period to the date of succession, not only as to
the entries made respectively in the books of
the predecessor or the successor, but also as to
the changes effected in the transfer of the assets
from the predecessor. No information need be
furnished, however, as to any one or more
predecessors that, considered in the aggregate,
would not constitute a significant predecessor.
17. Omission of certain information, (a) No

REGULATION F

(R

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St a t e m

ent)

F

orm

F -l

not being registered hereunder if the total
amount of securities authorized thereunder does
not exceed 25 per cent of the equity capital
accounts of the bank and its subsidiaries on a
consolidated basis and if there is filed an agree­
ment to furnish a copy of such instrument to
the Board upon request, (2) any instrument
with respect to any class of securities if appro­
priate steps to assure the redemption or retire­
ment of such class will be taken prior to or
upon delivery by the bank of the securities
being registered, or (3) copies of instruments
evidencing scrip certificates for fractions of
shares.
4. Copies of all pension, retirement, or other
deferred compensation plans, contracts, or ar­
rangements. If any such plan, contract, or
arrangement is not set forth in a formal docu­
ment, furnish a reasonably detailed description
thereof. Copies of any booklet or other descrip­
tion of any such plan, contract, or arrangement
INSTRUCTIONS AS TO EXHIBITS
shall also be filed.
Subject to provisions regarding incorpora­
5. Copies of any plan setting forth the terms
tion by reference, the following exhibits shall be
and conditions upon which outstanding options,
filed as a part of the Registration Statement.
warrants, or rights to purchase securities of the
Exhibits shall be appropriately lettered or num­
bank or its subsidiaries from the bank or its
bered for convenient reference. Exhibits incor­
affiliates have been issued, together with speci­
porated by reference may bear the designation
men copies of such options, warrants, or rights;
given in the previous filing. Where exhibits are
or, if they were not issued pursuant to such a
incorporated by reference, the reference shall
plan, copies of each such option, warrant, or
be made in the list of exhibits in Item 17.
right.
1. Copies of the charter (or a composite or
6. Copies of any voting trust agreement re­
restatement thereof) and the by-laws (or instru­
ferred to in answer to Item 11.
ments corresponding thereto) as presently in
7. (a) Copies of every material contract not
effect.
made in the ordinary course of business that is
2. Copies of any plan of acquisition, re­
to be performed in whole or in part at or after
organization, readjustment, or succession de­
the filing of the Registration Statement or that
scribed in answer to Item 3 or 16.
was made not more than two years before such
3. (a) Specimens or copies of all securities
filing and performance of which has not been
being registered hereunder, and copies of all
completed. Only contracts need be filed as to
constituent instruments defining the rights of
which the bank or a subsidiary is a party or has
holders of long-term debt of the bank and of
succeeded to a party by assumption or assign­
all subsidiaries for which consolidated or un­
ment, and in which the bank or such subsidiary
consolidated financial statements are required to
has a beneficial interest.
be filed.
(b)
If the contract is such as ordinarily ac­
(b)
There need not be filed, however, (1) companies the kind of business conducted by
any instrument with respect to long-term debt
the bank and its subsidiaries, it is made in the

information need be furnished as to any subsid­
iary, whether consolidated or unconsolidated,
for the period prior to the date on which the
subsidiary became a majority-owned subsidiary
of the bank or of a predecessor for which infor­
mation is required above.
(b) No information need be furnished here­
under as to any one or more unconsolidated
subsidiaries for which separate financial state­
ments are filed if all subsidiaries for which the
information is so omitted, considered in the
aggregate, would not constitute a significant
subsidiary.
(c) Only the information specified in In­
struction 11 need be given as to any predecessor
or any subsidiary thereof if immediately prior
to the date of succession thereto by a person for
which information is required, the predecessor
or subsidiary was in insolvency proceedings.

10

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F -l (R

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St a t e m

REGULATION F

ent)

per cent of the value of all fixed assets of the
bank and its subsidiaries.
(3) It is a lease under which a significant
part of the property described under Item 4
is held by the bank, or
(4) The amount of the contract, or its
importance to the business of the bank and
its subsidiaries, is material, and the terms
and conditions are of a nature of which in­
vestors reasonably should be informed.

ordinary course of business and need not be
filed, unless it falls within one or more of the
following categories, in which case it should be
filed except where immaterial in amount or
significance:
(1) Directors, officers, promoters, voting
trustee, or security holders named in answer
to Item 11(a) are parties thereto except
where the contract merely involves purchase
or sale of current assets having a determina­
ble market price, at such price.
(2) It calls for the acquisition or sale of
fixed assets for a consideration exceeding 50

(c)
Any bonus or profit-sharing plan, con­
tract, or arrangement shall be deemed material
and shall be filed.

11

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-2
ANN UAL R E PO R T
Pursuant to Section 13 of the Securities Exchange Act of 1934
For the fiscal year en d ed _________________
(Exact name of bank as specified in charter)
(Address of principal office)
G EN ERA L INSTRUCTIONS

C. Reports by banks not filing proxy state­
ments or statements where management does
not solicit proxies. Information contained in
an annual report to security holders furnished
to the Board pursuant to Instruction D below,
by any bank not subject to Instruction B, may
be incorporated by reference in answer or par­
tial answer to any item of this form. In addi­
tion, any financial statements contained in any
such annual report may be incorporated by
reference if such financial statements substan­
tially meet the requirements of this form.
D. Annual reports to stockholders. Every
bank that files an annual report on this form
shall furnish to the Board for its information
sixteen copies of any annual report to security
holders covering such registrant bank’s latest
fiscal year, unless copies thereof are furnished
to the Board pursuant to section 206.5 of this
Part. Such report shall be mailed to the Board
not later than the date on which it is first sent
or given to security holders, but shall not be
deemed to be “filed” with the Board or other­
wise subject to the liabilities of section 18 of
the Act, except to the extent that the bank spe­
cifically requests that it be treated as a part of
its annual report on this form or incorporates
it herein by reference. If no annual report is
submitted to security holders for the bank’s
latest fiscal year, the Board shall be so advised.

A. Preparation of report. This form is not
to be used as a blank form to be filled in but
only as a guide in the preparation of an annual
report. The report shall contain the numbers
and captions of all items required to be an­
swered, but the text of such items may be
omitted if the answers with respect thereto are
prepared in the manner specified in section
206.4(s) of this Part. Particular attention
should be given to the definitions in section
206.2 and the general requirements in section
206.4 of this Part. Except as otherwise stated,
the information required shall be given as of
the end of the bank’s fiscal year, or as of the
latest practicable date subsequent thereto.
B. Reports by banks filing proxy statements
and statements where management does not
solicited proxies. Items 4 through 6 shall not
be restated or answered by any bank that, since
the close of its fiscal year, has filed with the
Board, with respect to an election of directors,
a proxy statement or statement where manage­
ment does not solicit proxies pursuant to section
206.5(a) of this Part. The incorporation of
such Statement by reference in answer to such
items is not required. Any financial statements
contained in such Statement or in an annual
report to security holders furnished to the Board
pursuant to section 206.5(c) of this Part may be
incorporated by reference if such financial state­
ments substantially meet the requirements of
this form.

INFORMATION REQUIRED IN REPORT
Item 1. Securities registered. As to each class
1

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F -2 (A

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REGULATION F

Report)

resented by the amount owned by him in each
such manner.

of securities of the bank that is registered pur­
suant to section 12 of the Act, state the title of
such class, the name of the exchange, if any, on
which registered, and the number of holders of
record of such class.
Item 2. Parents and subsidiaries of the bank.
Furnish a list or diagram showing the relation­
ship of the bank to all parents and subsidiaries,
and as to each person named indicate the per­
centage of voting securities owned, or other
basis of control, by its immediate parent.

Instruction. To the extent that the information re­
quired by this item is given in answer to Item 2, a
reference to such item will suffice.

Item 5. Directors of bank. Furnish the fol­
lowing information, in tabular form to the
extent practicable, with respect to each director
of the bank;
(a) Name each such director, state the date
on which his present term of office will expire
and list all other positions and offices with the
bank presently held by him.
(b) State his present principal occupation or
employment and give the name and principal
business of any corporation or other organiza­
tion in which such employment is carried on. If
not previously reported, furnish similar infor­
mation as to all of his principal occupations or
employments during the last five years.
(c) State, as of the most recent practicable
date, the approximate amount of each class of
equity securities of the bank or any of its par­
ents or subsidiaries, other than directors’ quali­
fying shares, beneficially owned directly or in­
directly by him. If he is not the beneficial owner
of any such securities, make a statement to that
effect.
(d) If more than 10 per cent of any class of
securities of the bank or any of its parents or
subsidiaries are beneficially owned by him and
his associates, state the approximate amount of
each class of such securities beneficially owned
by such associates, naming each associate whose
holdings are substantial.
Item 6. Remuneration of director and officers
and related matters. Set forth the same infor­
mation as to remuneration of officers and direc­
tors and their transactions with management
and others as is required to be furnished by
Item 7 of Form F-5.
Item 7. Financial statements and exhibits.
List below all financial statements and exhibits
filed as a part of the annual report;
(a) Financial statements.
(b) Exhibits.

Instructions. 1. This item need not be answered if
there has been no change in the list or diagram as last
previously reported.
2. The list or diagram shall include the bank and
shall be so prepared as to show clearly the relationship
of each person named to the bank and to the other
persons named. If any person is controlled by means
of the direct ownership o f its securities by two or more
persons, so indicate by appropriate cross reference.
3. Designate by appropriate symbols (a) subsidi­
aries for which separate financial statements are filed;
(b) subsidiaries included in the respective consolidated
financial statements; and (c) other subsidiaries, indi­
cating briefly why statements o f such subsidiaries are
not filed.
4. Indicate the name of the country in which each
foreign subsidiary was organized.
5. The names of particular subsidiaries may be
omitted if the unnamed subsidiaries, considered in the
aggregate as a single subsidiary, would not constitute
a significant subsidiary.
6. A person, approximately 50 per cent of whose
voting securities are owned, directly or indirectly, by
the bank, and approximately 50 per cent of whose
voting securities are owned, directly or indirectly, by
another person, shall be considered a subsidiary for
the purpose of this item.

Item 3. Changes in business. Describe
briefly any material changes during the fiscal
year, not previously reported, in the business
of the bank and its subsidiaries.
Item 4. Principal holders of voting securities.
If any person owns of record, or is known by
the bank to own beneficially, more than 10
per cent of the outstanding voting securities of
the bank, name each such person, state the
approximate amount of such securities owned
of record but not owned beneficially, the ap­
proximate amount owned beneficially and the
percentage of outstanding voting securities rep­

2

REGULATION F

(A

SIGNATURES

R eport) F

orm

F -2

the close of the fiscal year of the bank and a
verified consolidated statement of income for
such fiscal year.
3. Separate statements of unconsolidated
subsidiaries and other persons. There shall be
filed such other verified financial statements
with respect to unconsolidated subsidiaries and
other persons as are material to a proper under­
standing of the financial position and results of
operations of the total enterprise.
4. Filing of other statements in certain cases.
The Board may, upon the informal written re­
quest of the bank and where consistent with the
protection of investors, permit the omission of
one or more of the statements herein required
or the filing in substitution therefor of appro­
priate statements of comparable character. The
Board may also by informal written notice re­
quire the filing of other statements in addition
to, or in substitution for, the statements herein
required in any case where such statements are
necessary or appropriate for an adequate pres­
entation of the financial condition of any person
whose financial statements are required, or
whose statements are otherwise necessary for
the protection of investors.

Pursuant to the requirements of the Securi­
ties Exchange Act of 1934, the bank has duly
caused this annual report to be signed on its
behalf by the undersigned, thereunto duly au­
thorized.
(Name of bank)
D a te

nnual

B y ______________________________
(Name and title of signing officer)

INSTRUCTIONS AS TO FINANCIAL
STATEMENTS
These instructions specify the balance sheets
and statements of income required to be filed as
a part of annual reports on this form. Section
206.7 of this Part governs the verification,
form, and content of the balance sheets and
statements of income required, including the
basis of consolidation, and prescribes the state­
ment of changes in capital accounts and the
schedules to be filed in support thereof.
1. Financial statements of the bank, (a)
There shall be filed for the bank a verified bal­
ance sheet as of the close of the fiscal year and
a verified statement of income for the fiscal
year.
(b) Notwithstanding paragraph (a), the indi­
vidual financial statements of the bank may be
omitted if consolidated statements of the bank
and one or more of its subsidiaries are filed.
2. Consolidated statements. There shall be
filed for the bank and its majority-owned (i)
bank premises subsidiaries, (ii) subsidiaries op­
erating under the provisions of section 25 or
section 25(a) of the Federal Reserve Act
(“Agreement Corporations” and “Edge Act
Corporations”), and (iii) significant subsidiar­
ies, a verified consolidated balance sheet as of

INSTRUCTIONS AS TO EXHIBITS
Subject to provisions regarding incorporation
by reference, the following exhibits shall be
filed as a part of the report:
1. Copies of all amendments or modifica­
tions, not previously filed, to all exhibits pre­
viously filed (or copies of such exhibits as
amended or modified).
2. Copies of all documents of the character
required to be filed as an exhibit to an original
form for registration of securities of a bank
which have been executed or otherwise put into
effect during the fiscal year and not previously
filed.

3

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-3
C U R R EN T R EPO R T
Pursuant to Section 13 of the Securities Exchange Act of 1934
F or the m onth of__________________ , 19------(Exact name of bank as specified in charter)
(Address of principal office)
report to security holders furnished to the
Board pursuant to section 206.5(c) of this Part
may be incorporated by reference in answer or
partial answer to any item or items of this form.
In addition, any financial statements contained
in any such Statement or annual report may be
incorporated by reference provided such finan­
cial statements substantially m eet the require­
ments of this form.

GENERAL INSTRUCTIONS
A. Preparation of report. This form is not to
be used as a blank form to be filled in but only
as a guide in the preparation of the report. The
report shall contain the numbers and captions
of all applicable items, but the text of such
items may be omitted if the answers with re­
spect thereto are prepared in the m anner speci­
fied in section 206.4(s) of this Part. All items
which are not required to be answered in a par­
ticular report may be omitted and no reference
thereto need be made in the report. Particular
attention should be given to the definitions in
section 206.2 and the general requirements in
section 206.4 of this Part.
B. Events to be reported. A report on this
form is required to be filed upon the occurrence
of any one or more of the events specified in
the items of this form. Reports are to be filed
within 10 days after the close of each month
during which any of the specified events occurs.
However, if substantially the same information
as that required by this form has been pre­
viously reported by the bank, an additional re­
port of the information on this form need not
be made.

INFORMATION TO BE INCLUDED IN
REPORT
Item 1. Changes in control of bank, (a) If
any person has become a parent of the bank,
give the name of such person, the date and a
brief description of the transaction or transac­
tions by which the person became such a parent
and the percentage of voting securities of the
bank owned by the parent or other basis of
control by the parent over the bank.
(b) If any person has ceased to be a parent
of the bank, give the name of such person and
the date and a brief description of the transac­
tion or transactions by which the person ceased
to be such a parent.
(c) If securities of a bank or any of its par­
ents have been pledged under such circum­
stances that a default may result in a change of
control of the bank, state the names of the
pledgor and pledgee and the title and amount
of securities pledged.

C. Incorporation by reference to proxy state­
ment, statement where management does not
solicit proxies, or annual report to security
holders. Information contained in any State­
ment previously filed with the Board pursuant
to section 206.5(a) of this Part or in an annual

Instruction. Where, pursuant to a previously re­
ported pledge agreement, additional securities are
pledged on the same terms, no report is necessary un-

1

REGULATION F

(C

less there is a significant change in the percentage of
voting securities pledged.

urrent

R eport) F

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F -3

disposition of a business whose gross operating reve­
nues for its last fiscal year exceeded 5 per cent of the
gross operating revenues of the bank and its consoli­
dated subsidiaries for the bank’s latest fiscal year.
5. Where assets are acquired or disposed of through
the acquisition or disposition of control of a person,
the person from whom such control was acquired or
to whom it was disposed of shall be deemed the per­
son from whom the assets were acquired or to whom
they were disposed of, for the purposes of this item.
Where such control was acquired from or disposed of
to not more than five persons, their names shall be
given, otherwise it will suffice to indentify in an appro­
priate manner the class of such persons.
6. Attention is directed to the requirements at the
end of the form with respect to the filing of financial
statements for businesses acquired.

Item 2. Acquisition or disposition of assets.
If the bank or any of its significant subsidiar­
ies has acquired or disposed of a significant
amount of assets, otherwise than in the ordinary
course of business, state the date and manner
of acquisition or disposition and briefly de­
scribe the assets involved, the nature and
amount of consideration given or received
therefor, the principle followed in determining
the amount of such consideration, the identity
of the persons from whom the assets were ac­
quired or to whom they were sold and the
nature of any m aterial relationship between
such persons and the bank or any of its affili­
ates, any director or officer of the bank, or
any associate of any such director or officer.

Item 3. Legal proceedings, (a) Briefly de­
scribe any material legal proceedings, other than
ordinary routine proceedings incidental to the
business, to which the bank or any of its sub­
sidiaries has become a party or of which any
of their property has become the subject. In ­
clude the name of the court or agency in which
the proceedings were instituted, the date insti­
tuted, and the principal parties thereto.

Instructions. 1. N o information need be given as to
(i) any transaction between any person and any
wholly-owned subsidiary of such person: i.e., a sub­
sidiary substantially all o f whose outstanding voting
securities are owned by such person and/or its other
wholly-owned subsidiaries; (ii) any transaction be­
tween two or more wholly-owned subsidiaries of any
person; or (iii) the redemption or other acquisition of
securities from the public, or the sale or other disposi­
tion of securities to the public, by the bank of such
securities.
2. The term “acquisition” includes every purchase,
acquisition by lease, exchange, merger, consolidation,
succession or other acquisition; provided that such
term does not include the construction or develop­
ment of property by or for the bank or its subsidiaries
or the acquisition of materials for such purpose, and
does not include the acquisition of assets acquired
(i) in collecting a debt previously contracted in good
faith or (ii) in a fiduciary capacity. The term “dispo­
sition” includes every sale, disposition by lease, ex­
change, merger, consolidation, mortgage, or hypothe­
cation of assets, assignment, abandonment, destruction,
or other disposition, but does not include disposition
of assets acquired (i) in collecting a debt previously
contracted in good faith or (ii) in a fiduciary capacity.
3. The information called for by this item is to be
given as to each transaction or series of related trans­
actions of the size indicated. The acquisition or dispo­
sition of securities shall be deemed the indirect acqui­
sition or disposition of the assets represented by such
securities if it results in the acquisition or disposition
of control of such assets.
4. An acquisition or disposition shall be deemed to
involve a significant amount of assets (i) if the net
book value of such assets or the amount paid or re­
ceived therefor upon such acquisition or disposition
exceeded 5 per cent of the equity capital accounts of
the bank, or (ii) if it involved the acquisition or

(b) If any such proceeding previously re­
ported has been terminated, identify the pro­
ceeding, state the date and nature of such
termination and the general effect thereof with
respect to the bank and its subsidiaries.
Instructions. 1. No information need be given with
respect to any proceeding which involves primarily a
claim for damages if the amount involved, exclusive of
interest and costs, does not exceed 10 per cent o f the
equity capital accounts of the bank. However, if any
proceeding presents in large degree the same issues as
other proceedings pending or known to be contem­
plated, the amount involved in such other proceedings
shall be included in computing such percentage.
2. Any material proceeding to which any director,
officer, or affiliate of the bank, any holder of more
than 10 per cent of any class o f its equity securities,
or any associate of any such director, officer, or secu­
rity holder, is a party adverse to the bank or any of
its subsidiaries, shall also be described.

Item 4. Changes in securities, (a) If the in­
struments defining the rights of the holders of
any class of registered securities have been
materially modified, give the title of the class of
securities involved and state briefly the general
effect of such modification upon the rights of
holders of such securities.
(b) If the rights evidenced by any class of

2

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F -3 ( C

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REGULATION F

R eport)

viously outstanding securities of the class, fur­
nish the following information:
(a) Title of class, the amount outstanding as
last previously reported, and the amount pres­
ently outstanding (as of a specified date).
(b) A brief description of the transaction or
transactions resulting in the increase and a
statement of the aggregate net cash proceeds or
the nature and aggregate amount of any other
consideration received or to be received by the
bank.
(c) The names of the principal underwriters,
if any, indicating any such underwriters which
are affiliates of the bank.
(d) A reasonably itemized statement of the
purposes, so far as determinable, for which the
net proceeds have been or are to be used and
the approximate amount used or to be used for
each such purpose.

registered securities have been materially lim­
ited or qualified by the issuance or modification
of any other class of securities, state briefly the
general effect of the issuance or modification of
such other class of securities upon the rights of
the holders of the registered securities.
Instruction. Working capital restrictions and other
limitations upon the payment of dividends are to be
reported hereunder.

Item 5. Defaults upon senior securities, (a)
If there has been any material default in the
payment of principal, interest, a sinking or pur­
chase fund installment, or any other material
default not cured within 30 days, with respect
to any indebtedness of the bank or any of its
significant subsidiaries exceeding 5 per cent of
the equity capital accounts of the bank, identify
the indebtedness and state the nature of the
default. In the case of such a default in the pay­
ment of principal, interest, or a sinking or pur­
chase fund installment, state the am ount of the
default and the total arrearage on the date of
filing this report.

Instructions. 1. This item does not apply to notes,
drafts, bills o f exchange, or bank acceptances which
mature not later than 18 months from the date of
issuance. N o report need be made where the amount
not previously reported, although in excess of 5 per
Instruction. This paragraph refers only to events
cent of the amount previously outstanding, does not
which have become defaults under the governing in­
exceed $100,000 face amount of indebtedness or 1,000
struments, i.e., after the expiration of any period of
shares or other units.
grace and compliance with any notice requirements.
2.
This item includes the reissuance o f treasury
(b)
If any material arrearage in the payment securities and securities held for the account of the
issuer thereof. The extension of the maturity date of
of dividends has occurred or if there has been
indebtedness shall be deemed to be the issuance of
any other material delinquency not cured within
new indebtedness for the purpose of this item. In the
30 days, with respect to any class of preferred
case o f such an extension, the percentage shall be
computed upon the basis o f the principal amount of
stock of the bank which is registered or which
the indebtedness extended.

ranks prior to any class of registered securities,
or with respect to any class of preferred stock
of any significant subsidiary of the bank, give
the title of the class and state the nature of the
arrearage or delinquency. In the case of an
arrearage in the payment of dividends, state the
amount and the total arrearage on the date of
filing this report.
Item 6. Increase in amount of securities out­
standing. If the amount of securities of the bank
outstanding has been increased through the
issuance of any new class of securities or
through the issuance or reissuance of any addi­
tional securities of a class outstanding and the
aggregate amount of all such increases not pre­
viously reported exceeds 5 per cent of the pre­

Item 7. Decrease in amount of securities out­
standing. If the amount of any class of securities
of the bank outstanding has been decreased
through one or more transactions and the aggre­
gate amount of all such decreases not previously
reported exceeds 5 per cent of the am ount of
securities of the class previously outstanding,
furnish the following information:
(a) Title of the class, the amount outstanding
as last previously reported, and the amount
presently outstanding (as of a specified date).
(b) A brief description of the transaction or
transactions involving the decrease and a state­
ment of the aggregate amount of cash or the
nature and aggregate amount of any other con­
3

REG U LATIO N F

(C

sideration paid or to be paid by the bank in
connection with such transaction or transac­
tions.

urrent

Report) F

orm

F -3

of the capital stock account of the bank result­
ing in a transfer from capital stock to surplus,
undivided profits, or reserves, or vice versa,
state the date, purpose, and amount of the
restatement and give a brief explanation of all
related entries in connection with the restate­
ment.
Item 10. Submission of matters to a vote of
security holders. If any matter has been sub­
mitted to a vote of security holders, through the
solicitation of proxies or otherwise, furnish the
following information:
(a) The date of the meeting and whether it
was an annual or special meeting.
(b) If the meeting involved the election of
directors, state the name of each director elected
at the meeting and the name of each other
director whose term of office as a director con­
tinued after the meeting.
(c) Briefly describe each other m atter voted
upon at the meeting and state the num ber of
affirmative votes and the number of negative
votes cast with respect to each such matter.

Instruction. Instruction 1 to Item 6 shall also apply
to this item. This item need not be answered as to
decreases resulting from ordinary sinking fund opera­
tions, similar periodic decreases made pursuant to the
terms of the constituent instruments, or decreases re­
sulting from the conversion of securities or from the
payment of indebtedness at maturity.

Item 8. Options to purchase securities. If
any options to purchase securities of the bank
or any of its subsidiaries from the bank or any
of its subsidiaries have been granted or extended
and the amount of securities called for by all
such options the granting or extension of which
has not been previously reported exceeds 5 per
cent of the outstanding securities of the class,
furnish the following information:
(a) The dates on which the options were
granted or extended;
(b) The total amount of securities called for
by such options;
(c) The consideration for the granting or
extension of the options;
(d) The exercise prices;
(e) The market value of the securities on
the granting or extension dates;
(f) The expiration dates of the options; and
(g) Any other material conditions to which
the options were subject.

Instructions. 1. If any matter has been submitted to
a vote of security holders otherwise than at a meeting
of such security holders, corresponding information
with respect to such submission shall be furnished.
The solicitation of any authorization or consent (other
than a proxy to vote at a security holders’ meeting)
with respect to any matter shall be deemed a submis­
sion of such matter to a vote of security holders within
the meaning of this item.
2. Paragraph (a) need be answered only if para­
graph (b) or (c) is required to be answered.
3. Paragraph (b) need not be answered if (i) a
proxy statement, or statement where management
does not solicit proxies, with respect to the meeting
was filed with the Board pursuant to section 206.5(a).
(ii) there was no solicitation in opposition to the man­
agement’s nominees as listed in such Statement, and
(iii) all of such nominees were elected.
4. Paragraph (c) need not be answered as to pro­
cedural matters or as to the selection or approval of
auditors.
5. If the bank has published a report containing all
of the information called for by this item, the item
may be answered by a reference to the information
contained in such report, provided copies of such re­
port are filed as an exhibit to the report on this form.

Instruction. This item need not be answered where
the amount not previously reported, although in ex­
cess of 5 per cent of the amount previously outstand­
ing, does not exceed $100,000 face amount of indebt­
edness or 1,000 shares or other units of other securi­
ties.

Item 9. Revaluation of assets or restatement
of capital stock account, (a) If there has been a
material revaluation of the assets of the bank or
any of its significant subsidiaries involving a
write-up, write-down, write-off, or abandon­
ment, state the date of the revaluation, the
amount involved and the accounts affected,
including all related entries. If any adjustment
was made in any related reserve account in
connection with the revaluation, state the ac­
count and amounts involved and explain the
adjustment.
(b) If there has been a material restatement

Item 11. Other materially important events.
The bank may, at its option, report under this
item any events that the bank deems of m ate­
rial importance to security holders, even though
4

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REGULATION F

R eport)

required shall be verified to the close of the
latest full fiscal year.
(d) No supporting schedules need be filed.
3. Filing of other statements in certain cases.
The Board may, upon the informal written re­
quest of the bank, and where consistent with
the protection of investors, permit the omission
of one or more of the statements herein re­
quired or the filing in substitution therefor of
appropriate statements of comparable charac­
ter. The Board may also by informal written
notice require the filing of other statements in
addition to, or in substitution for, the state­
ments herein required in any case where such
statements are necessary or appropriate for an
adequate presentation of the financial condition
of any person for which financial statements
are required, or whose statements are other­
wise necessary for the protection of investors.

information as to such events is not otherwise
called for by this form.
Item 12. Financial statements and exhibits.
List below the financial statements and exhibits,
if any, filed as a part of this report:
(a) Financial statements
(b) Exhibits
SIGNATURES
Pursuant to the requirements of the Securi­
ties Exchange Act of 1934, the bank has duly
caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

(Name of bank)
Date

By
_
(Name and title of signing officer)

EXHIBITS

FINANCIAL STATEMENTS OF
BUSINESSES ACQUIRED

Subject to provisions as to incorporation by
reference, the following documents shall be
filed as exhibits to this report:
1. Copies of any contract, plan, or arrange­
ment for any acquisition or disposition de­
scribed in answer to Item 2, including any plan
of reorganization, readjustment, exchange, mer­
ger, consolidation, or succession in connection
therewith.
2. Copies of any judgment or any document
setting forth the terms of any settlement de­
scribed in answer to Item 3.
3. Copies of the amendments to all constitu­
ent instruments and other documents described
in answer to Item 4.
4. Copies of all constituent instruments de­
fining the rights of the holders of any new class
of securities referred to in answer to Item 6.
5. Copies of the plan pursuant to which the
options referred to in answer to Item 8 were
granted, or if there is no such plan, specimen
copies of the options.
6. Copies of any material amendments to the
bank’s charter or by-laws, not otherwise re­
quired to be filed.

1. Business for which statements are re­
quired. The financial statements specified below
shall be filed for any business the acquisition of
which by the bank or any of its majority-owned
subsidiaries is required to be described in an­
swer to Item 2 above.
2. Statements required, (a) There shall be
filed a balance sheet of the business as of a date
reasonably close to the date of acquisition. The
balance sheet need not be verified, but if it is
not verified there shall also be filed a verified
balance sheet as of the close of the preceding
fiscal year.
(b) Statements of income of the business
shall be filed for each of the last three full fiscal
years and for the period, if any, between the
close of the latest of such fiscal years and the
date of the latest balance sheet filed. These
statements of income shall be verified up to the
date of the verified balance sheet.
(c) If the business was in insolvency pro­
ceedings immediately prior to its acquisition,
the balance sheets required above need not be
verified. In such case, the statements of income
5

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-4
Q U A R TER LY R EPO R T
3 months
ending
Item

(

Fiscal year to date
months ending

)

19___
19___
19____
19____
(current year) (prior year) (current year) (prior year)

1. Operating revenue:
(a) Interest and other fees on loans
(b) Interest and dividends on securities
(c) Commissions, fees, and other income
(d) Total operating revenue
2. Operating expenses:
(a) Salaries and other compensation
(b) Interest paid
(c) Other operating expenses
(d) Total operating expenses
3. Operating earnings before income taxes
(Item Id minus Item 2d)
4. Income taxes applicable to operating earnings
5. NET OPERATING EARNINGS
(Item 3 minus Item 4)
Pursuant to the requirements of the Securities Exchange Act of 1934, the bank has duly caused this quarterly report
to be signed on its behalf by the undersigned, thereunto duly authorized.
(Name o f bank)
Date____________________

By.
(Name and title o f signing officer)

(a) Use of Form F-4. Form F-4 is a guide
for use in preparation of the quarterly report to
be filed with the Board.
(b) Persons for whom the information is to
be given. The required information is to be
given as to the registrant bank or, if the bank
files consolidated financial statements with the
annual reports filed with the Board, it shall
cover the bank and its consolidated subsidiar­
ies. If the information is given as to the bank
and its consolidated subsidiaries, it need not be
given separately for the bank.
(c) Presentation of information. The form
calls only for the items of information specified.
It is not necessary to furnish a formal statement
of income. The information is not required to

be verified (see section 206.7(b) of this Part).
The report may carry a notation to that
effect and any other qualification considered
necessary or appropriate. Amounts may be
stated in thousands of dollars if a notation to
that effect is made.
(d)
Incorporation by reference to published
statements. If the bank makes available to its
stockholders or otherwise publishes, within the
period prescribed for filing the report, a finan­
cial statement containing the information re­
quired by this form, such information may be
incorporated by reference to such published
statement if copies thereof are filed as an exhibit
to this report.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-5
PRO X Y STATEM ENT; STATEM ENT W H ERE M ANA GEM ENT DOES
NOT SOLICIT PROXIES
GENERAL INSTRUCTIONS

agement of the bank, so state. Give the name of
any director of the bank who has informed the
management in writing that he intends to op­
pose any action intended to be taken by the
management and indicate the action which he
intends to oppose.
(2) If the solicitation is made otherwise
than by the management of the bank, so state
and give the names of the persons by whom
and the persons on whose behalf it is made.
(3) If the solicitation is to be made other­
wise than by the use of the mails, describe the
methods to be employed. If the solicitation is
to be made by specially engaged employees or
paid solicitors, state (i) the m aterial features of
any contract or arrangement for such solicita­
tion and identify the parties, and (ii) the cost
or anticipated cost thereof.
(4) State the names of the persons by
whom the cost of solicitation has been or will
be borne, directly or indirectly.
(b) Solicitations subject to section 206.5(i).
(1) State by whom the solicitation is made
and describe the methods employed and to be
employed.
(2) If regular employees of the bank or
any other participants in a solicitation have
been or are to be employed to solicit security
holders, describe the class or classes of em­
ployees to be so employed, and the manner and
nature of their employment for such purpose.
(3) If specially engaged employees, repre­
sentatives, or other persons have been or are to
be employed to solicit security holders, state
(i) the m aterial features of any contract or
arrangement for such solicitation and identify
the parties, (ii) the cost or anticipated cost
thereof, and (iii) the approximate num ber of
such employees or employees of any other per­

Each Statement required under section
206.5(a) of this P art shall, to the extent appli­
cable, include the information called for under
each of the items below. In the preparation of
the Statement, particular attention should be
given to the definitions in section 206.2 of this
Part.
This form is not to be used as a blank form
to be filled in nor is it intended to prescribe a
form for presentation of material in the State­
ment. Its purpose is solely to prescribe the in­
formation required to be set forth in the State­
ment; any additional information that manage­
m ent or the soliciting persons deem appropriate
may be included.
INFORMATION REQUIRED IN
STATEMENT
Item 1. Revocability of proxy. State whether
the person giving the proxy has the power to
revoke it. If the right of revocation before the
proxy is exercised is limited or is subject to
compliance with any formal procedure, briefly
describe such limitation or procedure.
Item 2. Dissenters’ rights of appraisal. Out­
line briefly the rights of appraisal or similar
rights of dissenters with respect to any matter
to be acted upon and indicate any statutory
procedure required to be followed by dissenting
security holders in order to perfect such rights.
Where such rights may be exercised only within
a limited time after the date of the adoption of
a proposal, the filing of a charter amendment
or other similar act, state whether the person
solicited will be notified of such date.
Item 3. Persons making the solicitation, (a)
Solicitations not subject to section 206.5(i).
(1) If the solicitation is made by the man­
1

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(P roxy St a t e m

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F -5

Instruction. Except in the case of a solicitation sub­
son (naming such other person) who will solicit
ject to section 206.5 of this Part made in opposition
security holders.
to another solicitation subject to section 206.5 of this
(4)
State the total amount estimated Part, this sub-item (a) shall not apply to any interest
to
arising from the ownership o f securities of the bank
be spent and the total expenditures to date for,
where the security holder receives no extra or special
in furtherance of, or in connection with the
benefit not shared on a pro rata basis by all other
solicitation of security holders.
holders of the same class.
(5)
State by whom the cost of the solici­ (b) Solicitations subject to section 206.5(i).
tation will be borne. If such cost is to be borne
(1) Describe briefly any substantial inter­
initially by any person other than the bank,
est, direct or indirect, by security holdings or
state whether reimbursement will be sought
otherwise, of each participant as defined in
from the bank, and, if so, whether the ques­
section 206.5(i)(2)(A), (ii), (iii), (iv), (v), and
tion of such reimbursement will be submitted
(vi), in any m atter to be acted upon at the
to a vote of security holders.
meeting, and include with respect to each par­
Instruction. With respect to solicitations subject to
section 206.5(i), costs and expenditures within the
meaning of this Item 3 shall include fees for attorneys,
accountants, public relations or financial advisers,
solicitors, advertising, printing, transportation, litiga­
tion, and other costs incidental to the solicitation,
except that the bank may exclude the amounts of such
costs represented by the amount normally expended
for a solicitation for an election o f directors in the
absence of a contest, and costs represented by salaries
and wages of regular employees and officers, pro­
vided a statement to that effect is included in the
proxy statement.

ticipant the information, or a fair and adequate
summary thereof, required by Items 2(a), 2(d),
3, 4(b), and 4(c) of Form F-6.
(2) With respect to any person nam ed in
answer to Item 6(b), describe any substantial
interest, direct or indirect, by security holdings
or otherwise, that he has in any m atter to be
acted upon at the meeting, and furnish the in­
formation called for by Item 4(b) and (c) of
Form F-6.
Item 5. Voting securities and principal hold­
ers thereof, (a) State, as to each class of voting
securities of the bank entitled to be voted at the
meeting, the num ber of shares outstanding and
the num ber of votes to which each class is
entitled.
(b) Give the date as of which the record of
security holders entitled to vote at the meeting
will be determined. If the right to vote is not
limited to security holders of record on that
date, indicate the conditions under which other
security holders may be entitled to vote.
(c) If action is to be taken with respect to
the election of directors and if the persons
solicited have cumulative voting rights, make a
statement that they have such rights and state
briefly the conditions precedent to the exercise
thereof.
(d) If to the knowledge of the persons on
whose behalf the solicitation is made, any per­
son owns of record or beneficially more than
10 per cent of the outstanding voting securities
of the bank, nam e such person, state the ap­
proximate amount of such securities owned of

Item 4. Interest of certain persons in matters
to be acted upon, (a) Solicitations not subject
to section 206.5(i). Describe briefly any sub­
stantial interest, direct or indirect, by security
holdings or otherwise, of each of the following
persons in any m atter to be acted upon, other
than elections to office:
(1) If the solicitation is made on behalf
of management, each person who has been a
director or officer of the bank at any time since
the beginning of the last fiscal year.
(2) If the solicitation is made otherwise
than on behalf of management, each person on
whose behalf the solicitation is made. Any per­
son who would be a participant in a solicitation
for purposes of section 206.5(i) as defined in
subparagraph 2(A), (iii), (iv), (v), and (vi)
thereof shall be deemed a person on whose
behalf the solicitation is made for purposes of
this paragraph (a).
(3) Each nominee for election as a direc­
tor of the bank.
(4) Each associate of the foregoing per­
sons.
2

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ent)

subsidiaries is beneficially owned by him and
his associates, state the approximate amount of
each class of such securities beneficially owned
by such associates, naming each associate whose
holdings are substantial.
(b)
If any nominee for election as a director
is proposed to be elected pursuant to any ar­
rangement or understanding between the nomi­
nee and any other person or persons, except the
directors and officers of the bank acting solely
in that capacity, name such other person or
persons and describe briefly such arrangement
or understanding.
Item 7. Remuneration and other transactions
with management and others. Furnish the in­
formation called for by this item if action is to
be taken with respect to (i) the election of
directors, (ii) any bonus, profit sharing or other
remuneration plan, contract or arrangement in
which any director, nominee for election as a
director, or officer of the bank will participate,
(iii) any pension or retirem ent plan in which
any such person will participate, or (iv) the
granting or extension to any such person of any
options, warrants, or rights to purchase any
securities, other than warrants or rights issued
to security holders, as such, on a pro rata basis.
However, if the solicitation is m ade on behalf
of persons other than the management, the in­
formation required need be furnished only as to
nominees for election as directors and as to
their associates.
(a)
Furnish the following information in sub­
stantially the tabular form indicated below as
to all direct remuneration paid by the bank
and its subsidiaries during the bank’s latest
fiscal year to the following persons for services
in all capacities:
(1) Each director, and each of the two
highest paid officers, of the bank whose annual
total direct remuneration exceeded $30,000,
naming each such person.
(2) All directors and officers of the bank
as a group, without naming them, but stating
the number of persons included.

record but not owned beneficially and the ap­
proximate amount owned beneficially by such
person and the percentage of outstanding vot­
ing securities represented by the amount of
securities so owned in each such manner.
Item 6. Nominees and directors, (a) If action
is to be taken with respect to the election of di­
rectors, furnish the following information, in
tabular form to the extent practicable, with
respect to each person nominated for election
as a director and each other person whose term
of office as a director will continue after the
meeting:
(1) Name each such person, state when his
term of office or the term of office for which he
is a nominee will expire, and all other positions
and offices with the bank presently held by him,
and indicate which persons are nominees for
election as directors at that meeting.
(2) State his present principal occupation
or employment and give the name and principal
business of any corporation or other organiza­
tion in which such employment is carried on.
Furnish similar information as to all of his
principal occupations or employments during
the last five years, unless he is now a director
and was elected to his present term of office by
a vote of security holders at a meeting with
respect to which a proxy statement or statement
where management does not solicit proxies was
submitted to security holders pursuant to sec­
tion 206.5(a) of this Part.
(3) If he is or has previously been a
director of the bank state the period or periods
during which he has served as such.
(4) State, as of the most recent practicable
date, the approxim ate amount of each class of
equity securities of the bank or any of its
parents or subsidiaries, other than directors’
qualifying shares, beneficially owned directly or
indirectly by him. If he is not the beneficial
owner of any such securities, make a statement
to that effect.
(5) If more than 10 per cent of any class
of securities of the bank or any of its parents or
3

R EGULATION F

(A )
N am e of
individual
or num ber
of persons
in group

( P r o x y S t a t e m e n t ) F o r m F -5

(B )
C apacities
in which
rem uneration
was received

where it is otherwise impracticable to state the esti­
mated annual benefits upon retirement, there shall be
set forth, in lieu o f the information called for by
Column (C ), the aggregate amount set aside or ac­
crued to date, unless it is impracticable to do so, in
which case there shall be stated the method of comput­
ing such benefits.

(C )
Aggregate
direct
rem uneration

(c) Describe briefly all remuneration pay­
ments (other than payments reported under
paragraph (a) or (b) of this item) proposed to
be made in the future, directly or indirectly, by
the bank or any of its subsidiaries pursuant to
any existing plan or arrangement to (i) each
director or officer named in anwser to paragraph
(a)(1), naming each such person, and (ii) all
directors and officers of the bank as a group,
without naming them.

Instructions. 1. This item applies to any person who
was a director or officer of the bank at any time dur­
ing the period specified. However, information need
not be given for any portion o f the period during
which such person was not a director or officer.
2. The information is to be given on an accrual
basis, if practicable. The tables required by this para­
graph and paragraph (b) may be combined if the
bank so desires.
3. D o not include remuneration paid to a partner­
ship in which any director or officer was a partner.
But see paragraph (f) below.

Instruction. Information need not be included as to
payments to be made for, or benefits to be received
from, group life or accident insurance, group hospitali­
(b)
Furnish the following information, in zation, or similar group payments or benefits. If it is
impracticable to state the amount of remuneration
substantially the tabular form indicated, as to
payments proposed to be made, the aggregate amount
set aside or accrued to date in respect of such pay­
all pension or retirement benefits proposed to
ments shall be stated, together with an explanation of
be paid under any existing plan in the event of
the basis for future payments.

retirement at normal retirement date, directly
or indirectly, by the bank or any of its subsid­
iaries to each director or officer named in
answer to paragraph (a)(1):

(A )
N am e of
individual

(B )
A m ount set
aside o r accrued
during b a n k ’s
last fiscal year

(d) Furnish the following information as to
all options to purchase securities, from the
bank or any of its subsidiaries, which were
granted to or exercised by the following per­
sons since the beginning of the bank’s last fiscal
year: (i) each director or officer named in an­
swer to paragraph (a)(1), naming each such
person; and (ii) all directors and officers of the
bank as a group, without naming them:
(1) As to options granted, state (i) the
title and amount of securities called for; (ii) the
prices, expiration dates, and other material pro­
visions; (iii) the consideration received for the
granting thereof; and (iv) the market value of
the securities called for on the granting date.
(2) As to options exercised, state (i) the
title and amount of securities purchased; (ii)
the purchase price; and (iii) the market value of
the securities purchased on the date of purchase.

(C )
Estim ated
annual benefits
u pon retirem ent

Instructions. 1. Column (B) need not be answered
with respect to payments computed on an actuarial
basis under any plan which provides for fixed benefits
in the event of retirement at a specified age or after a
specified number of years o f service.
2. The information called for by Column (C ) may
be given in a table showing the annual benefits pay­
able upon retirement to persons in specified salary
classifications.
3. In the case of any plan (other than those speci­
fied in Instruction 1) where the amount set aside each
year depends upon the amount of earnings of the bank
or its subsidiaries for such year or a prior year, or

Instructions. 1. The extension of options shall be
deemed the granting of options within the meaning of
this paragraph.
2.
(i) Where the total market value on the granting
dates of the securities called for by all options granted

4

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(3) Any security holder named in answer
during the period specified does not exceed $10,000
for any officer or director named in answer to para­
to Item 5(d); or
graph ( a ) ( 1 ) , or $30,000 for all officers and directors
(4) Any associate of any of the foregoing
as a group, this item need not be answered with re­
persons.
spect to options granted to such person or group, (ii)
Where the total market value on the dates of purchase
Instructions. 1. See Instruction 1 to paragraph (a).
of all securities purchased through the exercise of
Include the name of each person whose interest in any
options during the period specified does not exceed
transaction is described and the nature of the relation­
$10,000 for any such person or $30,000 for such
ship by reason of which such interest is required to be
group, this item need not be answered with respect to
described. Where it is not practicable to state the
options exercised by such person or group.
approximate amount of the interest, the approximate
3.
The information for all directors and officers as amount involved in the transaction shall be indicated.
a group regarding market value of the securities on
2. As to any transaction involving the purchase or
the granting date of the options and on the purchase
sale of assets by or to the bank or any subsidiary,
date may be given in the form of price ranges for
otherwise than in the ordinary course of business,
each calendar quarter during which options were
state the cost of the assets to the purchaser and the cost
granted or exercised.
thereof to the seller if acquired by the seller within
two years prior to the transaction.
(e) State as to each of the following persons
3. The instruction to Item 4 shall apply to this item.
who was indebted to the bank or its subsidiaries
4. N o information need be given under this para­
graph as to any remuneration or other transaction
at any time since the beginning of the last fiscal
reported in response to (a ), (b ), (c ), (d ), or (e) of
year of the bank, (i) the largest aggregate
this item.
amount of indebtedness outstanding at any time
5. N o information need be given under this para­
during such period, (ii) the nature of the in­
graph as to any transaction or any interest therein
where:
debtedness and of the transaction in which it
(i) The rates or charges involved in the trans­
was incurred, (iii) the amount thereof outstand­
action are fixed by law or determined by competi­
ing as of the latest practicable date, and (iv)
tive bids;
(ii) The interest of the specified person in the
the rate of interest paid or charged thereon:
transaction is solely that of a director o f another
(1) Each director or officer of the bank;
corporation which is a party to the transaction;
and
(iii) The specified person is subject to this Item
7 (f) solely as a director of the bank (or associate
(2) Each nominee for election as a di­
of a director) and his interest in the transaction is
rector.
solely that of a director and/or officer o f another
corporation that is a party to the transaction;
Instructions. 1. See Instruction 1 to paragraph (a ).
(iv) The transaction does not involve remunera­
Include the name of each person whose indebtedness
tion for services, directly or indirectly, and (A ) the
is described and the nature of the relationship by rea­
interest of the specified persons arises from the
son of which the information is required to be given.
ownership individually and in the aggregate of less
2.
This paragraph does not apply to any person
than a 10 per cent interest in another person which
whose aggregate indebtedness did not exceed $10,000
is a party to the transaction, (B ) the transaction is
at any time during the period specified. Exclude in
in the ordinary course o f business of the bank or
the determination of the amount of indebtedness all
its subsidiaries, and (C ) the amount of such trans­
amounts due from the particular person for transac­
action or series of transactions is less than 10 per
tions in the ordinary course of business.
cent of the equity capital accounts of the bank;
(v ) The transaction involves services as a bank
(f) Describe briefly, and where practicable
depositary of funds, transfer agent, registrar, trustee
state the approximate amount of, any material
under a trust indenture, or other similar services;
interest, direct or indirect, of any of the follow­
or
ing persons in any material transactions since
(vi) The interest of the specified person, includ­
ing all periodic installments in the case of any lease
the beginning of the bank’s last fiscal year, or
or other agreement providing for periodic install­
in any material proposed transactions, to which
ments, does not exceed $30,000.
the bank or any of its subsidiaries was or is to
6. Information shall be furnished under this para­
graph with respect to transactions not excluded above
be a party:
which involve remuneration, directly or indirectly, to
(1) Any director or officer of the bank;
any of the specified persons for services in any capac­
(2) Any nominee for election as a di­
ity unless the interest of such persons arises solely
from the ownership individually and in the aggregate
rector;
5

REG U LATIO N F

(P roxy S t a t e m

of less than a 10 per cent interest in another person
furnishing the services to the bank or its subsidiaries.

ent)

F

orm

F -5

holders to increase the cost thereof to the bank
or to alter the allocation of the benefits as be­
tween the groups specified in (b), state the na­
ture of the amendments which can be so made.

Item 8. Selection of auditors. If action is to
be taken with respect to the selection or ap­
proval of auditors, or if it is proposed that par­
ticular auditors shall be recommended by any
committee to select auditors for whom votes are
to be cast, name the auditors and describe briefly
any direct financial interest or any material in­
direct financial interest in the bank or any of
its parents or subsidiaries, or any connection
during the past three years with the bank or
any of its parents or subsidiaries in the capacity
of promoter, underwriter, voting trustee, direc­
tor, officer, or employee.
Item 9. Bonus, profit-sharing, and other re­
muneration plans. If action is to be taken with
respect to any bonus, profit-sharing, or other
remuneration plan, furnish the following in­
formation:
(a) Describe briefly the m aterial features of
the plan, identify each class of persons who will
participate therein, indicate the approximate
number of persons in each such class and state
the basis of such participation.
(b) State separately the amounts which
would have been distributable under the plan
during the last fiscal year of the bank (1) to
directors and officers and (2) to employees if
the plan had been in effect.
(c) State the name and position with the
bank of each person specified in Item 7(a) who
will participate in the plan and the amount
which each such person would have received
under the plan for the last fiscal year of the
bank if the plan had been in effect.
(d) Furnish such information, in addition to
that required by this item and Item 7, as may be
necessary to describe adequately the provisions
already made pursuant to all bonus, profit shar­
ing, or other remuneration or incentive plans
for (i) each director or officer named in answer
to Item 7(a) who will participate in the plan to
be acted upon; (ii) all directors and officers of
the bank as a group; and (iii) all employees.
(e) If the plan to be acted upon can be
amended otherwise than by a vote of stock­

Instruction. If the plan is set forth in a formal
plan, contract, or arrangement, three copies thereof
shall be filed with the Board at the time preliminary
copies of the Statement are filed pursuant to section
2 06.5(f).

Item 10. Pension and retirement plans. If
action is to be taken with respect to any pension
or retirement plan, furnish the following infor­
mation:
(a) Describe briefly the material features of
the plan, identify each class of persons who will
be entitled to participate therein, indicate the
approximate number of persons in each such
class, and state the basis of such participation.
(b) State (1) the approximate total amount
necessary to fund the plan with respect to past
services, the period over which such amount is
to be paid, and the estimated annual payments
necessary to pay the total amount over such
period, (2) the estimated annual payment to be
made with respect to current services, and (3)
the amount of such annual payments to be made
for the benefit of (i) directors and officers, and
(ii) employees.
(c) State (1) the name and position with the
bank of each person specified in Item 7(a) who
will be entitled to participate in the plan, (2) the
amount which would have been paid or set
aside by the bank and its subsidiaries for the
benefit of such person for the last fiscal year of
the bank if the plan had been in effect, and (3)
the amount of the annual benefits estimated to
be payable to such person in the event of retire­
ment at normal retirem ent date.
(d) Furnish such information, in addition to
that required by this item and Item 7, as may
be necessary to describe adequately the provi­
sions already made pursuant to all bonus, profit
sharing, or other remuneration or incentive
plans for (i) each director or officer named in
answer to Item 7(a) who will participate in the
plan to be acted upon; (ii) all directors and offi­
cers of the bank as a group; and (iii) all em­
ployees.
6

F

orm

F -5 ( P ro xy S t a t e m

REG U LATIO N F

ent)

(e)
If the plan to be acted upon can be
amended otherwise than by a vote of stock­
holders to increase the cost thereof to the bank
or alter the allocation of the benefits as between
the groups specified in (b)(3), state the nature
of the amendments which can be so made.
Instructions. 1. The information called for by para­
graph (b )(3 ) or ( c ) ( 2 ) need not be given as to pay­
ments made on an actuarial basis pursuant to any
group pension plan which provides for fixed benefits
in the event of retirement at a specified age or after a
specified number of years of service.
2. The instruction to Item 9 shall apply to this item.

plans for (i) each director or officer named in
answer to Item 7(a) who will participate in the
plan to be acted upon; (ii) all directors and offi­
cers of the bank as a group; and (iii) all em­
ployees.
Instruction. Paragraphs (b) and (c) do not apply to
warrants or rights to be issued to security holders as
such on a pro rata basis.

Item 12. Authorization or issuance of securi­
ties otherwise than for exchange. If action is to
be taken with respect to the authorization or
issuance of any securities otherwise than in
exchange for outstanding securities of the bank,
furnish the following information:
(a) State the title and amount of securities
to be authorized or issued.
(b) Furnish a description of the material
provisions of the securities such as would be
required in a registration statement filed pur­
suant to this Part. If the securities are addi­
tional shares of common stock of a class out­
standing, the description may be omitted except
for a statement of the pre-emptive rights, if any.
(c) Describe briefly the transaction in which
the securities are to be issued, including a state­
ment as to (1) the nature and approximate
amount of consideration received or to be re­
ceived by the bank, and (2) the approximate
amount devoted to each purpose so far as de­
terminable, for which the net proceeds have
been or are to be used.
(d) If the securities are to be issued other­
wise than in a general public offering for cash,
state the reasons for the proposed authoriza­
tion or issuance, the general effect thereof upon
the rights of existing security holders, and the
vote needed for approval.
Item 13. Modification or exchange of securi­
ties. If action is to be taken with respect to the
modification of any class of securities of the
bank, or the issuance or authorization for issu­
ance of securities of the bank in exchange for
outstanding securities of the bank, furnish the
following information:
(a)
If outstanding securities are to be modi­
fied, state the title and amount thereof. If secu­
rities are to be issued in exchange for out­

Item 11. Options, warrants, or rights. If
action is to be taken with respect to the grant­
ing of extension of any options, warrants, or
rights to purchase securities of the bank or any
subsidiary, furnish the following information:
(a) State (i) the title and amount of securi­
ties called for or to be called for by such op­
tions, warrants, or rights; (ii) the prices, expira­
tion dates, and other material conditions upon
which the options, warrants, or rights may be
exercised; (iii) the consideration received or to
be received by the bank or subsidiary for the
granting or extension of the options, warrants,
or rights; and (iv) the market value of the
securities called for or to be called for by the
options, warrants, or rights, as of the latest
practicable date.
(b) State separately the amount of options,
warrants, or rights received or to be received by
the following persons, naming each such person:
(i) each director or officer named in answer to
Item 7(a); (ii) each nominee for election as a
director of the bank; (iii) each associate of such
directors, officers, or nominees; and (iv) each
other person who received or is to receive 5
per cent or more of such options, warrants, or
rights. State also the total amount of such
options, warrants, or rights received or to be
received by all directors and officers of the bank
as a group, without naming them.
(c) Furnish such information, in addition to
that required by this item and Item 7, as may
be necessary to describe adequately the provi­
sions already made pursuant to all bonus, profitsharing, or other remuneration or incentive
7

REGULATION F

(P roxy St a t e m

ent)

F o r m F -5

standing securities, state the title and amount
(b) Furnish the following information as to
of securities to be so issued, the title and amount
each person (other than subsidiaries substan­
of outstanding securities to be exchanged there­
tially all of the stock of which are owned by
for, and the basis of the exchange.
the bank) which is to be merged into the bank
(b) Describe any material differences be­
or into or with which the bank is to be merged
tween the outstanding securities and the modi­
or consolidated or the business or assets of
fied or new securities in respect of any of the
which are to be acquired or which is the issuer
matters concerning which information would be
of securities to be acquired by the bank or any
required in the description of the securities in
of its subsidiaries in exchange for all or a sub­
a registration statement filed pursuant to this
stantial part of its assets.
Part.
(1) Describe briefly the business and prop­
(c) State the reasons for the proposed modi­
erty of such person in substantially the manner
fication or exchange, the general effect thereof
required by Items 3 and 4 of Form F -l.
upon the rights of existing security holders, and
(2) Furnish a brief statement as to de­
the vote needed for approval.
faults in principal or interest in respect of any
(d) Furnish a brief statement as to arrears in
securities of the bank or of such person, and as
dividends or as to defaults in principal or inter­
to the effect of the plan thereon and such other
est in respect to the outstanding securities which
information as may be appropriate in the par­
are to be modified or exchanged and such other
ticular case to disclose adequately the nature
information as may be appropriate in the par­
and effect of the proposed action.
ticular case to disclose adequately the nature
(c) As to each class of securities of the bank,
and effect of the proposed action.
or of any person specified in paragraph (b),
(e) Outline briefly any other material fea­
which is admitted to dealing on a national secu­
tures of the proposed modification or exchange.
rities exchange or with respect to which a m ar­
(f) The instruction to Item 9 shall apply to
ket otherwise exists, and which will be mate­
this item.
rially affected by the plan, state the high and
low sale prices (or, in the absence of trading in
Item 14. Mergers, consolidations, acquisi­
a particular period, the range of the bid and
tions, and similar matters. Furnish the follow­
asked prices) for each quarterly period within
ing information if action is to be taken with
two years. This information may be omitted if
respect to any plan for (i) the merger or con­
the plan involves merely the voluntary liquida­
solidation of the bank into or with any other
tion or dissolution of the bank.
person or of any other person into or with the
bank, (ii) the acquisition by the bank or any of
Item 15. Financial statements, (a) If action is
its subsidiaries of securities of another bank,
to be taken with respect to any m atter specified
in Items 12, 13, or 14 above, furnish verified
(iii) the acquisition by the bank of any other
going business or of the assets thereof, (iv) the
financial statements of the bank and its subsid­
sale or other transfer of all or any substantial
iaries such as would be required in a registra­
part of the assets of the bank, or (v) the volun­
tion statement filed pursuant to this Part. All
tary liquidation or dissolution of the bank.
schedules may be omitted.
(a)
Outline briefly the m aterial features of
(b)
If action is to be taken with respect to
the plan. State the reasons therefor, the gen­
any m atter specified in Item 14(b), furnish
eral effect thereof upon the rights of existing
financial statements such as would be required
security holders, and the vote needed for its
in a registration statement filed pursuant to this
approval. If the plan is set forth in a written
Part. Such statements need not be verified, and
document, file three copies thereof with the
all schedules may be omitted. However, such
statements may be omitted for a subsidiary, all
Board when preliminary copies of the State­
ment are filed pursuant to section 206.5(f).
of the stock of which is owned by the bank, that

F o r m F -5 ( P r o x y S t a t e m

REGULATION F

ent)

is included in the consolidated statement of the
matters referred to in such reports or minutes.
bank and its subsidiaries.
(b)
Identify each of such matters which it is
(c) Notwithstanding paragraphs (a) and (b)
intended will be approved or disapproved, and
above, any or all of such financial statements
furnish the information required by the appro­
which are not material for the exercise of pru­
priate item or items of this schedule with re­
dent judgment in regard to the m atter to be
spect to each such matter.
acted upon may be omitted if the reasons for
Item 17. Matters not required to be sub­
such omission are stated. Such financial state­
mitted. If action is to be taken with respect to
ments are deemed material to the exercise of
any m atter which is not required to be sub­
prudent judgment in the usual case involving
mitted to a vote of security holders, state the
the authorization or issuance of any material
nature of such matter, the reasons for submit­
amount of senior securities, but are not deemed
ting it to a vote of security holders and what
material in cases involving the authorization or
action is intended to be taken by the manage­
issuance of common stock, otherwise than in
ment in the event of a negative vote on the
exchange.
matter by the security holders.
(d) The Statement may incorporate by refer­
Item 18. Amendment of charter, by-laws, or
ence any financial statements contained in an
other documents. If action is to be taken with
annual report sent to security holders pursuant
respect to any amendment of the bank’s charter,
to section 206.5(c) with respect to the same
by-laws, or other documents as to which infor­
meeting as that to which the Statement relates,
mation is not required above, state briefly the
provided such financial statements substantially
reasons for and general effect of such amend­
meet the requirements of this item.
ment and the vote needed for its approval.
Item 16. Action with respect to reports. If
Item 19. Other proposed action. If action is
action is to be taken with respect to any report
to be taken with respect to any matter not
of the bank or of its directors, officers, or com­
specifically referred to above, describe briefly
mittees or any minutes of meeting of its secu­
the substance of each such m atter in substan­
rity holders, furnish the following information:
(a)
State whether or not such action is to tially the same degree of detail as is required
by Items 5 to 18, inclusive, above.
constitute approval or disapproval of any of the

9

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-6
STATEM ENT IN ELEC TIO N CONTEST
case. A negative answer to this sub-item need
not be included in the Statement or other proxy
soliciting material.
Item 3. Interests in securities of the bank.
(a) State the amount of each class of securities
of the bank that you own beneficially, directly,
or indirectly.
(b) State the amount of each class of securi­
ties of the bank that you own of record but not
beneficially.
(c) State with respect to the securities speci­
fied in (a) and (b) the amounts acquired within
the past two years, the dates of acquisition and
the amounts acquired on each date.
(d) If any part of the purchase price or
market value of any of the shares specified in
paragraph (c) is represented by funds borrowed
or otherwise obtained for the purpose of acquir­
ing or holding such securities, so state and indi­
cate the amount of the indebtedness as of the
latest practicable date. If such funds were bor­
rowed or obtained otherwise than pursuant to a
margin account or bank loan in the regular
course of business of a bank, broker, or dealer,
briefly describe the transaction, and state the
names of the parties.
(e) State whether or not you are a party to
any contracts, arrangements or understandings
with any person with respect to any securities
of the bank, including but not limited to joint
ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of
profits, division of losses or profits, or the giv­
ing or withholding of proxies. If so, name the
persons with whom such contracts, arrange­
ments, or understandings exist and give the
details thereof.
(f) State the amount of securities of the bank
owned beneficially, directly or indirectly, by
each of your associates and the name and ad­
dress of each such associate.

GENERAL INSTRUCTIONS
The statement shall contain the num ber and
captions of all items, but the text of the items
may be omitted. If an item is inapplicable or
the answer is in the negative, so state. The in­
formation called for by Items 2(a) and 3(a) or a
fair summary thereof is required to be included
in all preliminary soliciting material by section
206.5(i) of this Part.
Item 1. Bank. State the name and address
of the bank.
Item 2. Identity and background of partici­
pant. (a) State the following: (1) Your name
and business address. (2) Your present princi­
pal occupation or employment and the name,
principal business, and address of any corpo­
ration or other organization in which such
employment is carried on.
(b) State the following: (1) Your residence
address. (2) Inform ation as to all material occu­
pations, positions, offices, or employments dur­
ing the last ten years, giving starting and ending
dates of each and the name, principal business,
and address of any business corporation or
other business organization in which each such
occupation, position, office, or employment was
carried on.
(c) State whether or not you are or have been
a participant in any other proxy contest involv­
ing the bank or other corporations within the
past ten years. If so, identify the principals, the
subject m atter and your relationship to the par­
ties and the outcome.
(d) State whether or not, during the past 10
years, you have been convicted in a criminal
proceeding (excluding traffic violations or simi­
lar misdemeanors) and, if so, give dates, nature
of conviction, name and location of court, and
penalty imposed or other disposition of the
1

R EG U LATIO N F

(S t a t e m e n t in E l e c t io n C o n t e s t ) F o r m F -6

(g)
State the amount of each class of securi­
ties of any parent or subsidiary of the bank
which you own beneficially, directly or in­
directly.
Item 4. Further matters, (a) Describe the
time and circumstances under which you be­
came a participant in the solicitation and state
the nature and extent of your activities or pro­
posed activities as a participant.
(b) Furnish for yourself and your associates
the information required by Item 7(f) of Form
F-5.
(c) State whether or not you or any of your
associates have any arrangement or understand­
ing with any person (1) with respect to any
future employment by the bank or its affiliates;
or (2) with respect to any future transactions to
which the bank or any of its affiliates will or

2

may be a party. If so, describe such arrange­
ment or understanding and state the names of
the parties thereto.
Item 5. Signature. The statement shall be
dated and signed in the following manner:
I certify that the statements made in this
statement are true, complete, and correct, to
the best of my knowledge and belief.
(Date)
(Signature of participant or
authorized representative)
Instruction. If the statement is signed on behalf o f a
participant by the latter’s authorized representative,
evidence of the representative’s authority to sign on
behalf of such participant shall be filed with the
statement.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-7
IN IT IA L STATEM ENT OF B EN EFIC IA L OW NERSHIP OF SECURITIES
(Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934)
(Nam e of bank)
(Name of person whose ownership is reported)
(Business address of such person)
Relationship of such person to the bank. (See Instruction 5)____

Date of event which requires the filing of this statement. (See Instruction 6)
E Q U ITY SECURITIES B EN EFIC IA LLY OW NED (See Instruction 7)
Title of security
(see Instruction 8)

Nature of ownership
(see Instruction 9)

Am ount owned
(see Instruction 10)

Remarks: (See Instruction 11)

Date of statement
Signature

INSTRUCTIONS
1. Persons required to file statements. A statement
on this form is required to be filed by every person
who, at the time any class of equity securities of a
bank becomes registered pursuant to section 12 of the
Securities Exchange Act of 1934 (the A ct), (i) is
directly or indirectly the beneficial owner of more
than 10 per cent of such class or (ii) is a director or
officer of the bank which is the issuer of such securi­
ties, and by every person who thereafter becomes such
a beneficial owner, director, or officer. The term “offi­
cer” means a Chairman of the Board of Directors,
Vice Chairman of the Board, Chairman of the Execu­
tive Committee, President, Vice President (except as
indicated in the next sentence), Cashier, Treasurer,
Secretary, Comptroller, and any other person who par­
ticipates in major policy-making functions of the bank.
In some banks (particularly banks with officers bear­
ing titles such as Executive Vice President, Senior Vice
President, or First Vice President as well as a number
of “Vice Presidents”), some or all “Vice Presidents”
do not participate in major policy-making functions,
and such persons are not officers for the purpose of
this statement.
2. When statements are to be filed. Persons who
hold any of the relationships specified in Instruction 1
when any class of equity securities of the bank be­
comes registered pursuant to section 12 of the Act are
required to file a statement on this form within 10
days after the date such registration becomes effective.
Persons who subsequently assume any of the relation­
ships specified in Instruction 1 are required to file a
statement within 10 days after assuming such relation­
ship. Statements are not deemed to have been filed
with the Board or an exchange until they have actually
been received by the Board or such exchange.
3. Where and how statements are to be filed. One
signed copy of each statement shall be filed with the
Board of Governors of the Federal Reserve System,
Washington, D. C. 20551. One signed copy thereof
shall also be filed with each exchange on which any
class of equity securities of the bank is listed. How­
ever, if such bank has, in accordance with section
2 0 6 .6 (a )(3 ) of Regulation F, designated a single ex­
change to receive statements, the statement need only
be filed with the Board and the designated exchange.
4. Separate statement for each bank. A separate
statement shall be filed with respect to the equity
securities of each bank.
5. Relationship of reporting person to bank. Indi­
cate clearly the relationship of the reporting person to
the bank; for example, “Director”, “Director and Vice
President”, “Beneficial owner of more than 10 per cent
of the bank’s common stock”, etc.

6. Date as of which beneficial ownership is to be
given. The information as to beneficial ownership of
securities shall be given as o f the date on which the
event occurred which requires the filing of a statement
on this form. For example, when registration of equity
securities of the bank becomes effective pursuant to
section 12 of the Act or when the person whose own­
ership is reported becomes a director or officer of the
bank or becomes the beneficial owner of more than
10 per cent of a class of registered equity securities of
the bank.
7. Securities to be reported. Persons specified in
Instruction 1 above shall include information as to
their beneficial ownership of all classes of equity secu­
rities of the bank, even though one or more of such
classes may not be registered pursuant to section 12 of
the Act.
8. Title of equity security. The statement of the title
of an equity security should clearly distinguish it from
any securities of other classes issued by the bank.
9. Nature of ownership. Under “Nature of owner­
ship”, state whether ownership of the equity securities
is “direct” or “indirect”. If the ownership is indirect,
i.e., through a partnership, corporation, trust, or other
entity, indicate in a footnote or other appropriate
manner, the name or identity of the medium through
which the securities are indirectly owned. The fact
that equity securities are held in the name of a broker
or other nominee does not, o f itself, constitute indirect
ownership. Equity securities owned indirectly shall be
reported on separate lines from those owned directly
and also from those owned through a different type of
indirect ownership.
10. Statement o f amount owned. In stating the
amount of equity securities beneficially owned, give
the face amount of convertible debt securities or the
number of shares of stock or other units of other secu­
rities. In the case of equity securities owned indirectly,
the entire amount of equity securities owned by the
partnership, corporation, trust, or other entity shall
be stated. The person whose ownership is reported
may, if he so desires, also indicate in a footnote or
other appropriate manner the extent of his interest in
the partnership, corporation, trust, or other entity.
11. Inclusion of additional information. A state­
ment may include any additional information or ex­
planation deemed relevant by the person filing the
statement.
12. Signature. If the statement is filed for a corpo­
ration, partnership, trust, etc., the name of the organi­
zation shall appear over the signature of the officer or
other person authorized to sign the statement. If the
statement is filed for an individual, it shall be signed
by him or specifically on his behalf by a person au­
thorized to sign for him.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-8
STATEM ENT OF CHANGES IN B EN EFIC IA L OW NERSHIP OF SECURITIES
(Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934)
(Name of bank)
(Name of person whose ownership is reported)
(Business address of such person)
Relationship of such person to the bank. (See Instruction 5 )_____________________________

Statement for calendar m onth of________________

, 19_____

CHANGES D URIN G M ONTH, AND M ONTH-END OW NERSHIP (See Instruction 6)

Title of equity security
(see Instruction 7)

Date of
trans­
action
(see
Instruc­
tion 8)

Amount
bought,
or otherwise
acquired

Amount
sold, or
otherwise
disposed of

Am ount
owned
at end of
m onth

(see Instruction 9)

Remarks: (See Instructions 11 and 12)

Date of statement

_

.

--------------------------------------Signature
1

N ature of
ownership
(see Instruc­
tion 10)

INSTRUCTIONS
1. Persons required to file statements. A statement
on this form is required to be filed by every person
who at any time during any calendar month was (i)
directly or indirectly the beneficial owner of more than
10 per cent of any class of equity securities of a bank
registered pursuant to section 12 of the Securities
Exchange Act of 1934 (the A ct), or (ii) a director or
officer of the bank which is the issuer of such securi­
ties, and who during such month had any change in
the nature or amount of his beneficial ownership of
any class of equity securities of such bank. The term
“officer” means a Chairman of the Board of Directors,
Vice Chairman of the Board, Chairman of the Execu­
tive Committee, President, Vice President (except as
indicated in the next sentence), Cashier, Treasurer,
Secretary, Comptroller, and any other person who
participates in major policy-making functions of the
bank. In some banks (particularly banks with officers
bearing titles such as Executive Vice President, Senior
Vice President, or First Vice President, as well as a
number of “Vice Presidents”), some or all “Vice
Presidents” do not participate in major policy-making
functions, and such persons are not officers for the
purpose of this statement.
2. When statements are to be filed. Statements are
required to be filed on or before the 10th day after
the end of each calendar month in which any change
in the nature or amount of beneficial ownership has
occurred. Statements are not deemed to have been
filed with the Board or an exchange until they have
actually been received by the Board or such exchange.
3. Where statements are to be filed. One signed copy
of each statement shall be filed with the Board of
Governors of the Federal Reserve System, Washing­
ton, D. C. 20551. One signed copy thereof shall also
be filed with each exchange on which any class of
equity securities of the bank is listed. However, if
such bank has, in accordance with section 206.6(a) (3 )
of Regulation F, designated a single exchange to
receive statements, the statement need only be filed
with the Board and the designated exchange.
4. Separate statement for each bank. A separate
statement shall be filed with respect to the equity
securities of each bank.
5. Relationship o f reporting person to bank. Indi­
cate clearly the relationship of the reporting person to
the bank; for example, “Director”, “Director and Vice
President”, “Beneficial owner of more than 10 per cent
of the bank’s common stock”, etc.
6. Transactions and holdings to be reported. Per­
sons required to file statements on this form shall
include in their statements all changes during the cal­
endar month in their beneficial ownership, and their
beneficial ownership at the end of the month, of all
classes of equity securities of the bank, even though
one or more of such classes may not be registered
pursuant to section 12 of the Act.
Every change in beneficial ownership shall be re­
ported even though purchases and sales during the
month are equal or the change involves only the
nature of beneficial ownership (for example, from
direct to indirect ownership or from one type o f in­

direct ownership to another). Beneficial ownership at
the end of the month of all classes of equity securities
o f the bank shall be shown even though there has
been no reportable change during the month in the
ownership of equity securities of a particular class.
7. Title of equity security. The statement of the
title of an equity security should clearly distinguish it
from any securities of other classes issued by the bank.
8. Date o f transaction. The exact date (month, day,
and year) of each transaction shall be stated opposite
the amount involved in the transaction.
9. Statement of amounts of equity securities. In
stating the amount of equity securities acquired, dis­
posed of, or beneficially owned, give the face amount
of convertible debt securities or the number of shares
of stock or other units of other securities. In the case
of equity securities owned indirectly, the entire amount
of equity securities involved in the transaction or
owned by the partnership, corporation, trust, or other
entity shall be stated. The person whose ownership is
reported may, if he so desires, also indicate in a foot­
note or other appropriate manner, the extent o f his
interest in the transaction or holdings of the partner­
ship, corporation, trust, or other entity.
10. Nature of ownership. Under “Nature of owner­
ship”, state whether ownership of the equity securities
is “direct” or “indirect”. If the ownership is indirect,
i.e., through a partnership, corporation, trust, or other
entity, indicate in a footnote or other appropriate
manner, the name or identity of the medium through
which the securities are indirectly owned. The fact
that equity securities are held in the name of a broker
or other nominee does not, of itself, constitute indirect
ownership. Equity securities owned indirectly shall be
reported on separate lines from those owned directly
and also from those owned through a different type of
indirect ownership.
11. Character of transaction. If the transaction in
equity securities was with the bank, so state. If it
involved the purchase of equity securities through the
exercise of warrants or options, so state, give the
termination date of the option or warrant, and give
the exercise price per share. If any other purchase or
sale was effected otherwise than in the open market,
that fact shall be indicated. If the transaction was not
a purchase or sale, indicate its character; for example,
gift or stock dividend, stock split, or other type of pro
rata distribution, etc., as the case may be. The fore­
going information may be appropriately set forth in
the table or under “Remarks” below the table.
12. Inclusion o f additional information. A state­
ment may include any additional information or
explanation deemed relevant by the person filing the
statement.
13. Signature. If the statement is filed for a corpo­
ration, partnership, trust, etc., the name of the organi­
zation shall appear over the signature of the officer or
other person authorized to sign the statment. If the
statement is filed for an individual, it shall be signed
by him or specifically on his behalf by a person au­
thorized to sign for him.

2

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-9: FINANCIAL STATEMENTS
A. BALANCE SHEET (Form F-9A)
B.
C.

STATEM ENT O F INCOM E (Form F-9B)

STATEM ENT OF CHANGES IN C A PITA L ACCOUNTS (Form F-9C)
D.

SCHEDULES (Form F-9D)

GENERAL INSTRUCTIONS

expenses shall be recognized during the period
earned or incurred regardless of the time re­
ceived or paid, with certain exceptions: (a)
income on securities in the trading account and
(b) where the results would be only insignifi­
cantly different on a cash basis, or where
accrual is not feasible. For those banks that did
not maintain their books on the basis of accrual
accounting for the fiscal year ending December
31, 1964, financial statements filed under this
Part for such fiscal year and all prior years may
be prepared on the cash basis of accounting.
All financial statements for fiscal years ending
after December 31, 1964, shall be prepared on
the basis of accrual accounting. Statements with
respect to the first fiscal year that a bank re­
ports on the accrual basis shall indicate clearly,
by footnote or otherwise, the beginning-of-year
adjustments that were necessary and their effect
on prior financial statements filed under this
Part.

1. Preparation of forms. The forms for fi­
nancial statements are not to be used as blank
forms to be filled in but only as guides in the
preparation of financial statements. The re­
quirements with respect to the filing of balance
sheets and statements of income are contained
in the instructions as to certain other forms
required by this Part. Particular attention
should be given to the general requirements as
to financial statements in section 206.7 of this
Part, including paragraphs (e) and (f) thereof,
which prescribe when statements of changes in
capital accounts and schedules will be filed. Al­
though inapplicable items specified in the forms
for financial statements should be omitted, the
detailed instructions that relate to applicable
items shall be followed.
2. Accrual accounting. Financial statements
shall generally be prepared on the basis of ac­
crual accounting whereby all revenues and all

1

REGULATION F

(B a la n c e S h e e t) F o r m

F-9A

A . B a l a n c e Sh e e t
A

L ia b il it ie s

ss e t s

11. Deposits:
(a) Demand deposits in domestic offices
(b) Savings deposits in domestic offices.
(c) Time deposits in domestic offices. . .
........
(d) Deposits in foreign offices.................
12. Mortgages payable......................................................
13. Other liabilities for borrowed money.......................
14. Bank’s acceptances outstanding................................
15. Accrued taxes and other expenses............................
16. Dividends payable........................................................
17. Other liabilities.............................................................

1. Cash and due from banks........................................
2. Investment securities:
(a) U.S. Government obligations...
(b) Obligations o f States and
political subdivisions................
(c) Other securities.............................

.........

3. Trading account securities—N et.............................

18. Total liabilities..............................................................

4. Loans (Less Allowance of $
for
possible loan losses)..............................................

19. Minority interests in consolidated subsidiaries.. . .
C a p it a l A

5. Bank premises and equipment.................................

ccounts

20. Capital notes and debentures.....................................
21. Equity capital:
(a) Capital stock: Preferred stock.........
Common stock..........
(b) Surplus.................................................
(c) Undivided profits...............................
(d) Reserve for contingencies and
other capital reserves.....................
........

6. Other real estate owned............................................
7. Investments in subsidiaries not consolidated----8. Customers’ acceptance liability...............................
9. Other assets.................................................................

22. Total capital accounts.................................................

10. Total assets................................................................

23. Total liabilities and capital........................................

ASSETS

1.
Cash and due from banks, (a) State the
total of (1) currency and coin (A) owned and
held in the bank’s vaults and (B) in transit to
or from a Federal Reserve Bank; (2) the bank’s
total reserve balance with the Federal Reserve
Bank as shown by the bank’s books; (3) de­
mand and time balances with other banks; and
(4) cash items in process of collection.
(b) All reciprocal balances shall be reported
net.
(c) Do not include unavailable balances with
closed or liquidating banks. Such balances
should be reported in “other assets” .
(d) Cash items in process of collection in­
clude: (1) checks in process of collection drawn
on another bank, private bank, or any other
banking institution that are payable immedi­
ately upon presentation (including checks with
a Federal Reserve Bank in process of collection
and checks on hand that will be presented for
payment or forwarded for collection on the
following business day); (2) Government checks
2

and warrants drawn on the Treasurer of the
United States that are in process of collection;
and (3) such other items in process of collec­
tion, including redeemed United States savings
bonds, payable immediately upon presentation
in the United States, as are customarily cleared
or collected by banks as cash items.
(e) Checks drawn on a bank other than the
reporting bank that have been deposited in the
reporting bank (or offices or branches of such
bank) and have been forwarded for collection to
other offices or branches of the reporting bank
are cash items in the process of collection.
(f) Do not include commodity or bill-oflading drafts payable upon arrival of goods
against which drawn, whether or not deposit
credit therefor has been given to a customer. If
deposit credit has been given, such drafts should
be reported as “loans” ; but if the drafts were
received by the reporting bank on a collection
basis they should not be included in the report­
ing bank’s statement until such time as the
funds have been actually collected.

F

orm

REGULATION

F -9 A (B a la n ce Sh e e t )

(g)
Do not include unposted debits. Such
debits should be deducted from the appropriate
deposit liability caption.
2.
Investment securities, (a) State separately
book value of (1) U.S. Government obligations
(direct and guaranteed); (2) Obligations of
States and political subdivisions; and (3) Other
securities owned by the bank, including securi­
ties pledged, loaned, or sold under repurchase
agreements and similar arrangements.
(b) Book value with respect to those securi­
ties reported in categories (1) and (2) of para­
graph (a) shall be cost adjusted for amortization
of premium and, at the option of the bank, for
accretion of discount. If the reporting bank does
not accrete discount, the amount that could have
been accreted shall be set forth in a footnote.
(c) Include in category (2) of paragraph (a)
obligations of the States of the United States and
their political subdivisions, agencies, and in­
strumentalities; also obligations of territorial
and insular possessions of the United States. Do
not include obligations of foreign states.
(d) Any allowance that (1) represents m an­
agement’s judgment as to possible loss or value
depreciation in investment securities and (2)
has been established through an appropriate
charge against income shall be stated in a m an­
ner so that the balance sheet reflects the book
value of the securities to which the allowance
relates, the amount of the allowance, and the
net carrying value of such securities. Any pro­
vision for possible security losses that the bank
establishes as a precautionary measure only
(such as to reflect normal fluctuations in market
value of readily marketable securities) shall not
be included in this allowance but shall be re­
ported as a contingency reserve— that is, as a
segregation of undivided profits.
(e) Do not include borrowed securities, or
securities purchased under resale agreements
or similar arrangements. All securities pur­
chased under transactions of this type are to be
reported as “loans” regardless of (1) whether
they are called simultaneous purchases and
sales, buybacks, turnarounds, overnight trans­
actions, delayed deliveries, etc., and (2) whether
the transactions are with the same or different
3

F

institutions if the purpose of the transactions
is to resell identical or similar securities.
3. Trading account securities— Net. State
the aggregate net value, at the lower of cost or
market at the balance sheet date, of securities of
all types carried by the bank in a dealer trading
account (or accounts) that are held principally
for resale to customers.
4. Loans, (a) State the aggregate face value
of all loans including (1) paper and securities
acquired under resale agreements and similar
transactions; (2) acceptances of other banks and
commercial paper purchased in the open m ar­
ket; (3) acceptances executed by or for the
account of the reporting bank and subsequently
acquired by it through purchase or discount;
(4) customers’ liability to the reporting bank on
drafts paid under letters of credit for which the
bank has not been reimbursed; (5) “cotton over­
drafts” or “advances” , and commodity or billof-lading drafts payable upon arrival of goods
against which drawn, for which the reporting
bank has given deposit credit to customers; and
(6) Federal funds sold.
(b) Include (1) paper rediscounted with the
Federal Reserve or other banks; (2) paper sold
under repurchase agreement; and (3) paper
pledged as collateral to secure bills payable, as
marginal collateral to secure bills rediscounted,
or for any other purpose.
(c) Do not include contracts of sale or other
loans indirectly representing bank premises or
other real estate; these should be included in
“bank premises” or “other real estate” .
(d) Do not deduct bona fide deposits ac­
cumulated by borrowers for the payment of
loans.
(e) Allowance for possible loan losses shall
be stated parenthetically. Include in this allow­
ance only (1) any provision that the bank makes
for possible loan losses pursuant to the Treasury
tax formula and (2) any amount in excess of the
provision taken under such formula that (A)
represents management’s judgment as to possi­
ble loss or value depreciation and (B) has been
established through a charge against income.
Any provision for possible loan losses that the
bank establishes as a precautionary measure

REGULATION F

(B a l a n c e Sh e e t ) F

that is in excess of the amount taken pursuant
to the Treasury tax formula shall not be in­
cluded in this allowance but shall be reported
as a contingency reserve— that is, as a segrega­
tion of undivided profits.
5. Bank premises and equipment, (a) State
the aggregate cost of (1) bank premises owned,
(2) leasehold improvements, and (3) equipment
less any accumulated depreciation or amortiza­
tion with respect to such assets.
(b) All fixed assets acquired subsequent to
December 31, 1959, shall be stated at cost less
accumulated depreciation or amortization.
(c) All fixed assets acquired prior to January
1, 1960, that are not presently accounted for
by the bank on the basis of cost less accumu­
lated depreciation or amortization, may be
stated at book value. Any such assets that are
still in use and would not have been fully de­
preciated on a straight-line method of account­
ing for depreciation if the bank had recorded
depreciation on such basis shall be described
briefly in a footnote, together with an explana­
tion of the accounting that was used with respect
to such assets.
(d) The term “leasehold improvements”
comprehends two types of situations: (1) where
the bank erects a building on leased property;
and (2) where a bank occupies leased quarters
or uses leased parking lots and appropriately
capitalizes disbursements for vaults, fixed m a­
chinery and equipment directly related to such
leased quarters, or resurfacing or other improve­
ments directly related to such parking lots that
will become an integral part of the property and
will revert to the lessor on expiration of the
lease.
(e) Bank premises includes vaults, fixed m a­
chinery and equipment, parking lots owned
adjoining or not adjoining the bank premises
that are used by customers or employees, and
potential building sites.
(f) Equipm ent includes all movable furniture
and fixtures of the bank.
6. Other real estate owned, (a) State the
aggregate cost of all real estate owned by the
bank that is not a part of bank premises.
(b) With respect to real estate acquired

orm

F -9 A

through default of a loan, aggregate cost shall
include the unpaid balance on the defaulted
loan plus the bank’s out-of-pocket costs in ac­
quiring clear title to the property. Any adjust­
ments from aggregate cost shall be explained in
a footnote.
(c)
The aggregate m arket value of all real
estate owned by the bank that is not a part of
bank premises shall be set forth in a footnote,
together with an explanation of the method of
determining such m arket value.
7. Investments in subsidiaries not consoli­
dated. State the agregate investment, including
advances, in subsidiaries not consolidated.
8. Customers’ acceptance liability, (a) State
the liability to the reporting bank of its custom­
ers on drafts and bills of exchange that have
been accepted by the reporting bank or by other
banks for its account and that are outstanding—
that is, not held by the bank, on the reporting
date. (If held by the reporting bank, they should
be reported as “loans” .)
(b) In case a customer anticipates his liabil­
ity to the bank on outstanding acceptances by
paying the bank either the full amount of his
liability or any part thereof in advance of the
actual maturity of the acceptance, the bank
should decrease the amount of the customer’s
liability on outstanding acceptances. If such
funds are not received for immediate applica­
tion to the reduction of the indebtedness to the
bank or the receipt thereof does not immediately
reduce or extinguish the indebtedness, then
such funds held to meet acceptances must be
reported in “demand deposits”.
(c) Do not include customer’s liability on
unused commercial and travelers’ letters of
credit issued under guaranty or against the de­
posit of security— that is, not issued for money
or its equivalent.
9. Other assets. State separately, if material,
(1) income earned but not collected; (2) prepaid
expenses; (3) property acquired for the purpose
of direct lease financing; and (4) any other asset
not included in the preceding items.
10. Total assets. State the sum of all asset
items.
4

REG U LATIO N F

F o r m F -9 A (B a la n c e Sh e e t )

have been reflected in deposit accounts on the
11.
Deposits, (a) State separately (1) demand general ledger, although they have not been
debited to individual deposit accounts. Where
deposits in domestic offices of the bank less
by statute or written agreement items payable
unposted debits, (2) savings deposits in domestic
at or through the reporting bank may at the
offices of the bank less unposted debits, (3) time
discretion of the reporting bank be immediately
deposits in domestic offices of the bank less un­
charged against the deposits of the drawer,
posted debits, and (4) deposits in foreign offices.
such items shall be regarded as drawn on the
(b) The term “demand deposit” means a
reporting bank and reported as unposted debits
deposit that is not a time deposit or a saving
when they have been paid or credited but have
deposit.
not been charged against deposit liabilities at
(c) The term “savings deposit” means a de­
the close of the reporting period.
posit (1) to the credit of (i) one or more in­
(f) All reciprocal balances shall be reported
dividuals, or (ii) a corporation, association, or
net.
other organization, no part of the net earnings
(g) Include outstanding drafts (including
of which inures to the benefit of any private
advices or authorizations to charge the bank’s
shareholder or individual, or (iii) a trustee in
balance in another bank) drawn in the regular
bankruptcy, or (iv) any person, if the entire
course of business by the reporting bank on
beneficial interest in the deposit is vested in one
other banks.
or more individuals or such corporation, asso­
(h) Do not include trust funds held in the
ciation, or other organization; and (2)(i) with
bank’s own trust department that the bank keeps
respect to which the depositor is required, or
segregated and apart from its general assets and
may at any time be required, by the bank to
does not use in the conduct of its business.
give not less than 30 days’ written notice of an
12. Mortgages payable, (a) State separately
intended withdrawal and (ii) which is otherwise
here, or in a note referred to herein, such in­
not payable on a specified date or at the ex­
formation as will indicate (1) the general charac­
piration of a specified period of time after the
ter of the debt including the rate of interest; (2)
date of deposit.
the date of maturity; (3) if the payment of prin­
(d) The term “time deposit” means a de­
cipal or interest is contingent, an appropriate
posit, other than a “savings deposit”, which is
indication of such contingency; and (4) a brief
evidenced by a negotiable or nonnegotiable
indication of priority.
certificate or other written agreement and which
(b)
If there are any liens on bank premises or
provides for payment of the deposit or any part
other real estate owned by the bank which have
thereof to, or to the order of, a specified person
not been assumed by the bank, report in a foot­
or persons, or to the bearer, either (1) on a
specified date not less than 30 days after the
note the amount thereof together with an ap­
date of deposit, or (2) at the expiration of a
propriate explanation.
specified period of time not less than 30 days
13. Other liabilities for borrowed money,
after the date of the deposit, or (3) after written
(a) State the aggregate amount borrowed by the
notice that is required by the deposit contract
reporting bank on its own promissory notes, on
to be given not less than 30 days before the
notes and bills rediscounted (including com­
date of payment.
modity drafts rediscounted and notes, bills, and
securities sold with an agreement to repurchase),
(e) The term “unposted debit” means a cash
or on any other instruments given for the pur­
item in the bank’s possession drawn on itself
pose of borrowing money, and Federal funds
that has been paid or credited and is chargeable
purchased.
against, but has not been charged against, de­
(b)
All securities sold under repurchase
posit liabilities at the close of the reporting
transactions are to be reported as borrowings,
period. This term does not include items that
LIABILITIES

5

REGULATION F

(B a la n c e S h e e t ) F o r m

regardless of (1) whether they are called simul­
taneous purchases and sales, buybacks, turn­
arounds, overnight transactions, delayed
deliveries, etc., and (2) whether the transactions
are with the same or different institutions if
the purpose of the transactions is to repurchase
identical or similar securities.
14. Rank’s acceptances outstanding, (a) State
the aggregate of unmatured drafts and bills of
exchange accepted by the reporting bank, or by
some other bank as agent for the reporting bank
(other than those reported in “demand de­
posits”), less the amount of such acceptances
acquired by the reporting bank through dis­
count or purchase and held on the reporting
date.
(b)
Include bills of exchange accepted by the
reporting bank that were drawn by banks or
bankers in foreign countries, or in dependencies
or insular possessions of the United States, for
the purpose of creating dollar exchange as re­
quired by usage of trade in the respective coun­
tries, dependencies, or insular possessions.
15. Accrued taxes and other expenses. State
separately, if material, (a) accrued payrolls;
(b) accrued tax liability (Federal and State
combined); (c) accrued interest; and (d) any
other accrued expenses.
16. Dividends payable. State the aggregate
amount of cash dividends that have been de­
clared but not paid.
17. Other liabilities. State separately, if
material, (1) unearned income and (2) any other
liability not included in Items 11 through 16.
18. Total liabilities. State the sum of Items
11 through 17.
19. Minority interests in consolidated sub­
sidiaries. State the aggregate amount of minority
stockholders’ interests in capital stock, surplus,
and undivided profits of consolidated sub­
sidiaries.
CAPITAL ACCOUNTS

20. Capital notes and debentures. State
separately here, or in a note referred to herein,
each issue or type of obligation and such infor­
mation as will indicate (a) the general charac­
6

F-9A

ter of each type of debt including the rate of
interest; (b) the date of maturity (or dates if
maturing serially) and call provisions; (c) the
aggregate amount of maturities, and sinking
fund requirements, each year for the 5 years
following the date of the balance sheet; (d) if
the payment of principal or interest is contin­
gent, an appropriate indication of the nature of
the contingency; (e) a brief indication of prior­
ity; and (f) if convertible, the basis.
21. Equity capital.
(a) Capital stock. State for each class of
shares the title of issue, the number of shares
authorized, the number of shares outstanding
and the capital share liability thereof, and, if
convertible, the basis of conversion. Show also
the dollar amount, if any, of capital shares sub­
scribed but unissued, and of subscriptions re­
ceivable thereon.
(b) Surplus. State the net amount formally
transferred to the surplus account on or before
the reporting date.
(c) Undivided profits. State the amount of
undivided profits shown by the bank’s books.
(d) Reserve for contingencies and other
capital reserves.
(1) State separately each such reserve
and its purpose.
(2) These reserves constitute amounts
set aside for possible decrease in the book value
of assets, or for other unforeseen or indeter­
minable liabilities not otherwise reflected on the
bank’s books and not covered by insurance.
(3) As these reserves represent a segre­
gation of undivided profits, do not include any
element of known losses, or losses the amount
of which can be estimated with reasonable
accuracy.
(4) Reserves for possible security losses,
reserves for possible loan losses, and other con­
tingency reserves that are established as pre­
cautionary measures only shall be included in
these reserves, as they represent segregations of
“undivided profits” .
22. Total capital accounts. State the total of
Items 20 and 21.
23. Total liabilities and capital. State the
total of Items 18, 19, and 22.

F o r m F -9 B ( S t a t e m e n t

of

REGULATION F

In c o m e )

B . Sta tem en t

1.

of

Inco m e

Operating revenue:
(a) Interest and other fees on loans............................................................
(b) Interest and dividends on:
(1) U. S. Government obligations...................................................
(2) Obligations of States and political subdivisions.....................
(3) Other securities.............................................................................
(c) Trading account income..........................................................................
(d) Trust department income........................................................................
(e) Service charges on deposit accounts.....................................................
(f) Other operating revenue..........................................................................
(g) Total operating revenue......................................................

2.

Operating expenses
(a) Salaries...................................................................................
(b) Bonuses and profit sharing.................................................
(c) Pension, social security, and other employee benefits..
(d) Interest on deposits..............................................................
(e) Interest on borrowed money.............................................
(f) Interest on capital notes and debentures.........................
(g) Net occupancy expense o f bank premises.......................
(h) Equipment expenses (including depreciation of $____).
(i) Other operating expenses....................................................
(j) Total operating expenses.......................

3. Operating earnings before income taxes..........
4. Income taxes applicable to operating earnings.
5. NET OPERATING EA R N IN G S...................
Gross

Less taxes

Gross

6.

Less tax
reduction

Nonoperating additions:
(a) N et security profits...........................................................................................
(b) Transfers from Allowance for Possible Loan Losses.................................
(c) Loan recoveries (Not credited to Allowance for Possible Loan Losses).
(d) All other.............................................................................................................
(e) Total nonoperating additions........................................................................

7. Nonoperating deductions:
(a) Net security losses.
(b) Transfers to Allowance for Possible Loan Losses.....................................
(c) Loan charge-offs (Not charged to Allowance for Possible Loan Losses).
(d) All other.............................................................................................................
(e) Total nonoperating deductions......................................................................
8. Net nonoperating additions (deductions)..................................................................
9. Transferred to undivided profits..................................................................................

1. Operating revenue. State separately:
(a) Interest and other fees on loans.
(1) Include interest, discount, and other
fees on all assets that are reported on the bal­
ance sheet as loans.
(2) Include interest and discount on ac­
ceptances, commercial paper purchased in the
open market, day loans, drafts for which the
bank has given deposit credit to customers,

Federal funds sold to banks, etc. Also include
interest and discount on such paper that has
been rediscounted with Federal Reserve or
other banks, sold under repurchase agreements,
or pledged as collateral to secure bills payable
or for any other purpose.
(3) Include service charges and other fees
on loans.
(4) Include profits (or losses) resulting
7

REGULATION F

(S t a t e m e n t

of

In c o m

e)

F

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F-9B

from the sale of acceptances and commercial
(2) This item may be reported on the cash
basis in those instances where the presentation
paper at discount rates other than those at
of the item on the financial statements would
which such paper was purchased.
not be materially affected thereby. The cash
(5) Include interest received on loans di­
rectly guaranteed and redeemable by the Com­
basis may also be used with respect to an indi­
modity Credit Corporation and on certificates
vidual trust or estate if accrual of income there­
of interest representing ownership thereof, but
from is not feasible. If any portion of trust de­
do not include any portion that must be re­
partment income is not reported on the accrual
mitted to the Corporation.
basis, there shall be a footnote explaining the
(6) Current amortization of premiums on
method of reporting and the reason for depart­
mortgages or other loans shall be deducted
ing from reporting on the accrual basis.
from interest on loans and current accumula­
(e) Service charges on deposit accounts. In­
tion of discount on such items shall be added
clude amounts charged depositors that fail to
to interest on loans.
maintain specified minimum deposit balances;
(b) Interest and dividends on securities.
charges based on the number of checks drawn
(1) State separately revenue from (A)
on and deposits made in deposit accounts;
U.S. Government obligations (direct and guar­
charges for account maintenance and for checks
anteed), (B) Obligations of States and political
drawn on “no minimum balance” deposit ac­
subdivisions, and (C) Other securities owned by
counts; return check charges; etc.
the bank, including securities pledged, loaned,
(f) Other operating revenue.
or sold under repurchase agreements and simi­
(1) Include all operating income not re­
lar arrangements.
ported in Items 1(a) through 1(e).
(2) Include accretion of discount on secu­
(2) Include other service charges, com­
rities; deduct amortization of premiums on
missions, fees, collection and exchange charges
securities. If the reporting bank does not accrete
(except on loans and deposits and those related
discount, the amount that could have been ac­
to the Trust Department); income on lease fi­
creted shall be set forth in a footnote.
nancing; gross rentals from “Other real estate”
(3) When securities are purchased, any
and safe deposit boxes; net remittable profits
payment for accrued interest shall not be
(or losses) of foreign branches and consolidated
charged to expenses, nor when collected be
subsidiaries less minority interests (unless the
credited to earnings. Such interest shall be
bank consolidates each item of revenue and
charged to a separate account that will be cred­
expense); interest on time balances with other
ited upon collection of the next interest pay­
banks; net profit (or loss) resulting from foreign
ment. The balance in the account shall be
exchange trading; etc.
shown as “Other assets” in the balance sheet.
(3) Do not include reimbursements for
(c) Trading account income. Report the net
out-of-pocket expenditures made for the ac­
profits (or losses) from securities carried by the
count of customers. If expense accounts were
bank in a dealer trading account (or accounts)
charged with the amount of such expenditures,
that are held principally for resale to customers.
the reimbursements should be credited to the
Include any incidental revenue or expenses re­
same expense accounts.
lated to the purchase and sale of such securi­
(4) Do not include rentals from bank
ties, but exclude salaries, commissions, and
premises. In the event there is a net occupancy
other expenses.
income, the am ount shall be shown in paren­
(d) Trust department income.
thesis in Item 2(g).
(1)
Include income from commissions
(5) Itemize all amounts that represent 25
and fees for services performed by the bank in
any authorized fiduciary capacity.
per cent or more of this item.

F orm

F-9B ( S t a t e m e n t

of

In c o m

e)

(g)
Total operating revenue. State the sum
of Items 1(a) through 1(f).
2. Operating expenses. State separately:
(a) Salaries.
(1) Include compensation for personal
services of all officers and employees, including
dining room and cafeteria employees but not
building department employees.
(2) Include amounts withheld from sala­
ries for Social Security taxes and contributions
to the bank’s pension fund. Do not include
Social Security taxes paid by the bank for its
own account and the bank’s contribution to
pension funds. Such amounts shall be included
in Item 2(c).
(3) Do not include bonuses and profit
sharing whether paid in cash or deferred or
whether paid directly or through a trustee.
Such amounts shall be reported in Item 2(b).
(4) Do not include compensation of offi­
cers and employees who spent the major por­
tion of their working time on bank building
and related functions. Such compensation shall
be included in Item 2(g).
(5) Do not include amounts paid to legal,
management, and investment counsel for pro­
fessional services if such counsel are not sala­
ried officers or employees of the bank. Such
amounts shall be included in Item 2(i).
(b) Bonuses and profit sharing.
(1) Include supplementary compensation
of all officers and employees, except building
department personnel.
(2) Include amounts paid in cash and
deferred amounts, whether paid directly or in­
directly such as through a trustee.
(c) Pension, social security, and other em­
ployee benefits.
(1) Include all accrued benefits, other
than compensation included in Items 2(a) and
2(b), on behalf of all officers and employees,
except building department personnel.
(2) Include the bank’s own contribution
to its pension fund; unemployment and Social
Security taxes for the bank’s own account; life
insurance premiums (net of dividends received)
and hospitalization insurance payable by the

REG U LATIO N F

bank; and other material employee benefits.
(3)
Do not include expenses related to
testing, training, or education of officers and
employees; the cost of bank newspapers and
magazines; premiums on insurance policies
where the bank is beneficiary; and athletic ac­
tivities where the principal purpose is for pub­
licity or public relations and employee benefits
are only incidental. Such amounts shall be in­
cluded in Item 2(i).
(d) Interest on deposits. Include interest on
all deposits.
(e) Interest on borrowed money.
(1) Include all interest and discount on
bills payable, rediscounts, securities sold under
repurchase agreements, unsecured notes pay­
able, and other instruments issued for the pur­
pose of borrowing money, including the cost of
Federal funds purchased from other banks.
(2) Do not include interest on mortgages
on bank premises. Such interest shall be in­
cluded in Item 2(g).
(f) Interest on capital notes and debentures.
(1) Include ail interest on capital notes
and debentures.
(2) Amortization of premium or discount
shall be deducted from or included in the
amount reported.
(3) Do not include premium or discount
paid or realized on retirem ent of such securi­
ties. Such amounts shall be reported in Item
7(d) or 6(d).
(g) Net occupancy expense o£ bank premises.
Include the net expense (or net income) of bank
premises as shown in Schedule V III. If a net
income, the figure shall be shown in parenthesis.
(h) Equipment expenses.
(1) Include normal and recurring depreci­
ation charges; rental costs of office machines
and tabulating and data processing equipment;
and ordinary repairs to furniture and office
machines, including servicing costs. The amount
applicable to depreciation charges shall be
shown in parenthesis.
(2) Include taxes on equipment.
(3) Income from rents received on equip­
ment shall be netted against this item.

REGULATION F

(i) Other operating expenses.
(1) Include all operating expenses not re­
ported in Items 2(a) through 2(h).
(2) Include advertising, business prom o­
tion, contributions, cost of examinations by
supervisory authorities, deposit insurance as­
sessment, fees paid to directors and members of
committees, memberships, net cash shortages
or overages, operating expenses (except sala­
ries) of “Other real estate owned”, postage,
premium on fidelity insurance, publicity, re­
tainer fees, stationery and office supplies, sub­
scriptions, taxes not reported against other
items, telegrams and cables, telephone, tempo­
rary agency help, travel, unreimbursed losses
on counterfeits, forgeries, payments over stops,
etc.
(3) Deposit insurance assessment expense
shall be reported as a net figure— that is, all
assessment credits during the period shall be
applied against the assessment expense.
(4) Itemize all amounts that represent 25
per cent or more of this item.
(j) Total operating expenses. State the sum
of Items 2(a) through 2(i).
3. Operating earnings before income taxes.
State the difference of Item 1(g) minus Item
2 0 ).

4. Income taxes applicable to operating
earnings.
(a) State the aggregate of Federal and State
taxes applicable to operating earnings.
(b) Do not include taxes applicable to non­
operating additions and nonoperating deduc­
tions. Such taxes (or tax reductions) shall be
reported in Items 6 and 7.
5. Net operating earnings. State the differ­
ence of Item 3 minus Item 4.
6. Nonoperating additions.
(a) State separately (1) Net security profits;
(2) Transfers from Allowance for Possible Loan
Losses; (3) Loan recoveries (not credited to
Allowance for Possible Loan Losses); (4) All
other nonoperating additions; and (5) Total
nonoperating additions.
(b) With respect to each category described
in paragraph (a), state the (1) gross amount,

(S t a t e m

ent of

In c o m

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F

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F-9B

(2) the applicable income taxes, and (3) the
net amount.
(c) The term “Allowance for Possible Loan
Losses” refers to the account established pur­
suant to the Treasury tax formula and any
additional amount that represents manage­
ment’s judgment as to possible loss or value
depreciation.
(d) Profits and losses on sales of securities
shall be netted against each other and, if the
net result for the reporting period is a profit,
such amount should be reported in Item 6(a).
(e) Do not include in “Loan recoveries”
recoveries on loans previously charged off to
Allowance for Possible Loan Losses that should
be credited directly to such allowance.
(f) Include in the item of “All other non­
operating additions” the recoveries of amounts
previously reported as charge-offs on securities,
net profits on real estate sold, discount realized
on retirement of bank’s own capital notes and
debentures, and other income of a nonoperating
nature. Itemize the recoveries of amounts pre­
viously reported as charge-offs on securities and
any other amount that represents 25 per cent
or more of the total of this item.
7. Nonoperating deductions.
(a) State separately (1) Net security losses;
(2) Transfers to Allowance for Possible Loan
Losses; (3) Loan charge-offs (not charged to
Allowance for Possible Loan Losses); (4) All
other nonoperating deductions; and (5) Total
nonoperating deductions.
(b) With respect to each category described
in paragraph (a), state the (1) gross amount,
(2) the applicable reduction in income taxes,
and (3) the net amount.
(c) The term “Allowance for Possible Loan
Losses” refers solely to the account established
pursuant to the Treasury tax formula or any
additional amount that represents manage­
ment’s judgment as to possible loss or value
depreciation .
(d) Profit and losses on sales of securities
shall be netted against each other and, if the

F

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F-9C ( S t a t e m e n t

of

C hanges

in

C a p it a l A

REGULATION F

cco u n ts)

rity losses that represents management’s judg­
ment as to the possible loss or value deprecia­
tion in the current period, and other charges of
a nonoperating nature. Itemize the amounts of
charge-offs on securities, any allowance for se­
curity losses, and any other amount that repre­
sents 25 per cent or more of the total of this item.
8. Net nonoperating additions (deductions).
State the net of Item 6(e) minus Item 7(e).
9. Transferred to undivided profits. State the
sum of Items 5 and 8.

net result for the reporting period is a loss, such
amount shall be reported in Item 7(a).
(e) Do not include in “Loan charge-offs”
losses on loans charged off to Allowance for
Possible Loan Losses that should be charged
directly to such allowance.
(f) Include in the item of “All other non­
operating deductions” the charge-offs on securi­
ties, net losses on real estate sold, premium
paid on retirement of the bank’s own capital
notes and debentures, any allowance for secu­

C . S t a t e m e n t o f C h a n g e s in C a p it a l A c c o u n t s

Increase (decrease)

Pre­
Capital
ferred
notes
stock
and
deben­ $
par
tures

Com­
mon
stock
$
par

Surplus

Undi­
vided
profits

Reserve for
contin­
gencies
and other
capital
reserves

1. Transferred to undivided profits (from Statement
o f Income)
2. Capital notes and debentures, preferred stock, and
common stock sold (par or face value)
3. Stock issued incident to mergers and acquisitions
4. Premium on capital stock sold
5. Additions to, or reductions in, surplus, undivided
profits, and reserves incident to mergers or acqui­
sitions 1
6. Capital stock or capital notes and debentures retired
or reacquired (par or face value)1
7. Premium or discount on capital stock retired or
reacquired
8. Cash dividends declared on preferred stock
9. Cash dividends declared on common stock
10. Stock issued in payment of stock dividend,
shares at par value
11. All other increases (decreases)1
12. Net increase (decrease) for the year
13. Balance at beginning o f year2
14. Balance at end of year
1 State separately any material amounts, indicating clearly the nature of the transaction out o f which the item arose.
2 If the statement is filed as part of an annual or other periodic report and the balances at the beginning of the period
differ from the closing balances as filed for the previous fiscal period, state in a footnote the difference and explain.

11

REGULATION F

(S c h ed u les) F

orm

F-9D

D . Sch ed ules
SCHEDULE I—U.S. GOVERNMENT OBLIGATIONS A N D
OBLIGATIONS OF STATES A N D POLITICAL SUBDIVISIONS
Principal
Amount

Type and maturity grouping

Book
valuet

U.S. Government obligations:2
Within 1 year
After 1 but within 5 years
After 5 but within 10 years
After 10 years
Total U.S. Government obligations
Obligations of States and political subdivisions^ 4
Within 1 year
After 1 but within 5 years
After 5 but within 10 years
After 10 years
Total obligations of States and political subdivisions
1 State briefly in a footnote the basis for determining the amounts in this column.
2 Include obligations guaranteed by the United States.
3 Include obligations of the States o f the United States and their political subdivisions, agencies, and instrumentalities;
also obligations of territorial and insular possessions of the United States. D o not include obligations of foreign states.
4 State in a footnote the aggregate (a) principal amount, (b) book value, and (c) market value of securities that are
less than “investment grade.” If market value is determined on any basis other than market quotations at balance
sheet date, explain.

SCHEDULE II—OTHER SECURITIES
Amount

Type

Book value1

Obligations of Federal agencies and corporations not guaranteed by the United States
All other bonds, notes, and debentures2 3
Stock of Federal Reserve Bank
Other stocks2 4
Totals
1 State briefly in a footnote the basis for determining the amounts shown in this column.
2 State in a footnote the aggregate amount and book value of foreign securities included.
3 State in a footnote the aggregate (a) principal amount, (b) book value, and (c) market value of bonds, notes, and
debentures that are less than “investment grade”. If market value is determined on any basis other than market
quotations at balance sheet date, explain.
4 State in a footnote the aggregate market value.

12

F

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REGULATION F

F -9 D (S c h e d u l e s)

SCHEDULE III—LOANS i
Type

Book value

Real estate loans:
Insured or guaranteed by the U.S. Government or its agencies
Other
Federal funds sold
Other loans to financial institutions
Loans for purchasing or carrying securities (secured or unsecured)
Commercial and industrial loans
Loans to individuals for household, family, and other consumer expenditures
AH other loans (including overdrafts)
Total loans
Deduct Allowance for Possible Loan Losses (including provision for such losses established pur­
suant to Treasury tax formula)
Loans at amount reported in balance sheet
1 If impractical to classify foreign branch and foreign subsidiary loans in accordance with this schedule, a separate
caption stating the total amount of such loans may be inserted. Such action should be explained in a footnote.

SCHEDULE IV—BANK PREMISES A ND EQUIPMENT
Gross book
value2

Classification1
Bank premises
(including land $

Accumulated depreciation
and amortization3 4

Amount at which
carried on balance sheet

)

Equipment
Leasehold improvements
Totals 5
1 If impractical to consolidate foreign branch and foreign subsidiary bank premises and equipment in accordance
with the breakdown required by this schedule, a separate caption stating the total amount of all such property may be
inserted. Such action should be explained in a footnote.
2 State briefly in a footnote the basis of determining the amounts in this column.
3 If provision for depreciation and amortization is credited in the books directly to the asset accounts, the amounts
for the last fiscal year shall be stated in an explanatory footnote.
4 The nature and amount of significant additions (other than provisions for depreciation and amortization) and
deductions shaH be stated in an explanatory footnote.
5 Show in a footnote totals (corresponding to the first two columns) representing amounts reported for Federal
income tax purposes.

13

REGULATION F

(S c h ed u le s) F

orm

F-9D

SCHEDULE V—INVESTMENTS IN , DIVIDEND INCOME FROM, A ND SHARE IN EARNINGS OR
LOSSES OF UNCONSOLIDATED SUBSIDIARIES

Totals

Total
investment,
including
advances

Equity in
underlying
net assets
at balance
sheet date1

Amount of
dividends2

$

Name of subsidiary

Per cent
of voting
stock owned

$

$

Bank’s
proportionate
part of
earnings or
loss for
the period

S

1 Equity shall include advances reported in preceding column to the extent recoverable.
2 In a footnote state as to any dividends other than cash, the basis on which they have been reported as income.
Also, if any such dividend received has been credited to income in an amount differing from that charged to surplus
and/or undivided profits by the disbursing subsidiary, state the amount of such difference and explain.

SCHEDULE VI—“OTHER” LIABILITIES FOR BORROWED M ONEY
Item

Amount

Federal funds borrowed
Borrowings from Federal Reserve Bank
Repurchase agreements
Unsecured notes payable within 1 year
Unsecured notes payable after 1 year
Other obligations
Total

14

F

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F-9D

REG U LATIO N F

(S c h e d u l e s )

SCHEDULE VII—ALLOWANCE FOR POSSIBLE LOAN LOSSES
Amount set up
pursuant to
Treasury
tax formula

Item

Other
amount1

Balance at beginning of period
Recoveries credited to Allowance
Additions due to mergers and absorptions2
Transfers to Allowance (Item 7(b) of Statement of Income)
Totals
Losses charged to Allowance
Transfers from Allowance (Item 6(b) o f Statement of Income)
Balance at end of period 3
1 D o not include any provision for possible loan losses that the bank establishes as a precautionary measure. In­
clude only any provision that (1) has been established through a charge against income, (2) represents management’s
judgment as to possible loss or value depreciation, and (3) is in excess of the provision taken under the Treasury tax
formula.
2 Describe briefly in a footnote any such addition.
3 Describe briefly in a footnote the basis used in computing the amount accumulated in the Allowance at the end of
the period. State the amount that could have been deducted for Federal income tax purposes if such amount is in
excess of the amount provided by the bank pursuant to the Treasury tax formula.

SCHEDULE VIII—OCCUPANCY EXPENSE OF BANK PREMISES i
Item

Amount

Salaries and wages2
Bonuses and profit sharing2
Pension, social security, and other employee benefits3
Depreciation o f bank premises4
Amortization of leasehold improvements4
Rent expense
Real estate taxes
Interest on mortgages on bank premises owned
Other operating expenses
Total
Less rental and other income
Net occupancy expense
1 Report all expenses incurred in the operation and maintenance of bank premises. Include income and expenses
o f bank premises subsidiaries consolidated less minority interests.
2 Include salaries and wages of officers and employees who devote the major portion of their time to the operation
o f bank premises.
3 Include only amounts applicable to those officers and employees who devote the major portion of their time to the
operation of bank premises.
4 State parenthetically amounts taken for Federal income tax purposes.

15