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F
ederal
R e s e r v e Ba nk
DALLAS, TEXAS
of
Dallas
75222
C i r c u l a r N o . 76-15
J a n u a r y 28, 1976
American Revolution Bicentennial
REPRINT OF REGULATION F
SECURITIES OF MEMBER STATE BANKS
TO ALL STATE MEMBER BANKS
AND OTHERS CONCERNED IN THE
ELEVENTH FEDERAL RESERVE DISTRICT:
E n c lo s e d is a co p y of R e g u l a ti o n F of th e B o a r d of G o v e r n o r s
of t h e F e d e r a l R e s e r v e S y s t e m . All a m e n d m e n t s to th e R e g u l a ti o n t h a t
h a v e b e e n i s s u e d a n d a r e e ffec tiv e t h r o u g h D e c e m b e r 1, 1975, h a v e b e e n
i n c o r p o r a t e d in t h e r e p r i n t . A ls o e n c l o s e d a r e c o p i e s of r e l a t e d F orm s
F - 1 , F - 1 B , F - 2 , F - 3 , F - 4 , F - 5 , F - 6 , F - 7 , F - 8 , F - 9 , F - 1 0 , F -1 1 , F -1 2 ,
a n d F - 2 0 . A n u m b e r of t h e s e a r e r e v i s i o n s of p r e v i o u s s i m i l a r l y n u m b e re d forms.
T h i s R e g u l a ti o n a n d e n c l o s u r e s s h o u l d b e filed in y o u r
R e g u l a t i o n s B i n d e r , a n d t h e c o r r e s p o n d i n g R e g u l a t i o n , e f fec tiv e D ecem
b e r 31, 1969, a n d s u b s e q u e n t a m e n d m e n t s a n d r e l a t e d f orm s s h o u l d be
removed an d d e s tro y e d .
If y ou h a v e a n y q u e s t i o n s r e g a r d i n g R e g u l a ti o n F, p l e a s e c o n
ta ct th i s B a n k ' s E x a m in a tio n D e p a r t m e n t a t (214) 651-6274.
A d d itio n a l c o p ie s of R e g u l a ti o n F a n d r e l a t e d form s will be
f u r n i s h e d u p o n r e q u e s t to th e S e c r e t a r y ' s Office of t h i s B a n k .
Sincerely y o u r s ,
T . W. P la n t
F i r s t Vic e P r e s i d e n t
Enclosures
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
REGULATION F
(12 CFR 206)
As revised effective December 1, 1975
A ny inquiry relating to this regulation should be addressed to the Federal
Reserve Bank o f the Federal Reserve district in which the inquiry arises.
Form s necessary for the preparation o f statem ents and reports m ay be
obtained from any Federal R eserve Bank.
CONTENTS
Page
Page
Sec.
206.1—
Scope
Sec.
206.2—
D e fin itio n s
o f
P art
...
.
1
.
1
Sec . 206.3— I nspection and P ublication of
I nformation F iled U nder the
A ct ...................................................
(a ) Filing o f material with the B o a r d .............
(b ) Inspection ......................................................
(c) Nondisclosure o f certain inform ation filed
S ec . 206.4— R egistration Statements and R e
ports .................................................
(a ) Requirement of registration statem ent . . .
(b ) Registration effective as to class o r series
(c ) Acceleration o f effectiveness o f registration
(d ) Exchange certification .................... ............
(e) Requirement of annual reports ...............
(f) A nnual reports of predecessors ...............
(g) Exception from requirem ent fo r annual
r e p o r t ............. ..............................................
(h) C urrent reports ..... ......................................
(i) Quarterly reports .........................................
(j) Additional inform ation ..............................
(k ) Inform ation not a v a ila b le ..........................
(1) Disclaimer of control ................................
(m ) Incorporation by re f e r e n c e .......................
(n ) Summaries or outlines of documents . . . .
(0 ) Omission of substantially identical docu
m ents ...........................................................
(p ) Additional e x h ib its .......................................
(q ) Incorporation o f exhibits by referen ce..
(r) Extension o f tim e fo r furnishing inform a
tion .............................................................
(s) N um ber o f copies; signatures; binding . .
(t) Requirements as to paper, printing, and
la n g u a g e ......................................................
(u ) Preparation of statem ent or report . . . .
(v ) Riders; inserts .............................................
(w ) Amendments ..................................................
(x) Title o f s e c u ritie s .........................................
(y ) Interpretation o f re q u ire m e n ts .................
(z) When securities are deemed to be regis
tered .............................................................
S ec . 206.5— P roxy S tatements and O ther So
licitations U nder Section 14
of the A c t ....................................
(a ) Requirement of s ta te m e n t.........................
(b ) E x c e p tio n s ......................................................
(c) A nnual report to security holders to ac
company Statements ..............................
(d ) Requirements as to p r o x y .........................
(e) Presentation of inform ation in Statement .
( f) M aterial required to be f i l e d .....................
(g) Mailing communications fo r security
h o l d e r s ................ .......................................
(h ) False or misleading s ta te m e n ts ................
(1) Special provisions applicable to election
contests ................................. ....................
(j) Prohibition o f certan s o lic ita tio n s.........
(k ) Proposals of security h o ld e r s ..................
(1) Invitations for tenders .............................
(m ) Recommendations as to tender offers . . . .
(n ) Change in majority of d ir e c to r s ..............
(o) Solicitation prior to furnishing required
proxy statem ent ......................................
4
4
4
4
5
5
6
6
6
6
6
6
7
7
7
8
8
8
8
8
8
8
9
9
9
9
10
10
10
10
10
10
10
10
11
13
13
14
15
16
16
18
18
20
21
21
22
S ec . 206.6— “I nsiders ’ ”
Securities T ransac
tions and R eports U nder Sec
tion 16 of th e A c t ....................
(a ) Filing of statements by directors, officers,
and principal sto ck h o ld ers.......................
(b) Ownership of more than 10 per cent of a
class of equity s e c u r itie s ..........................
(c ) Disclaimer of beneficial o w n e rs h ip ..........
(d ) Ownership of securities held in trust . . . .
(e) C ertain transactions subject to section
16(a) of the A ct ....................................
(f) Exemption from section 16 of securities
purchased o r sold by odd-lot dealers . .
(g) Exemption of small transactions from sec
tion 16(a) of the A c t ........... ....................
(h ) Tem porary exemption of certain persons
from sections 16(a) and (b ) of the A ct
(i) Exemption from section 16(b) o f trans
actions that need not be reported under
section 16(a) ........................................ .. .
(j) Exemption from section 16(b) o f certain
transactions by registered investment
companies ................................................. •
(k ) Exemption from section 16(b) of certain
transactions effected in connection with
a d is trib u tio n ...............................................
(1) Exemption from section 16(b) of acquisi
tions o f shares of stock and stock op
tions under certain stock bonus, stock
option, o r similar p l a n s ...........................
(m ) Exemption from section 16(b) o f long
term profits incident to sales within six
months o f the exercise o f an option . . .
(n ) Exemption from section 16(b) o f disposi
tions o f equity securities pursuant to
certain mergers o r consolidations inci
dent to form ation of a bank holding
company ......................................................
(o ) Exemption from section 16(b) o f trans
actions involving the deposit or w ith
drawal of equity securities under a
voting trust or deposit a g r e e m e n t----(p ) Exemption from section 16(b) o f trans
actions involving the conversion of
equity securities ........................................
(q ) Exemption from section 16(b) o f certain
transactions involving the sale of sub
scription rights ..........................................
(r) Exemption of certain securities from sec
tion 16(c) .................................................
(s) Exemption from section 16(c) of certain
transactions effected in connection with
a distribution .............................................
(t) Exemption of sales o f securities to be ac
quired ............................................................
(u ) Arbitrage transactions under section 16 . .
Sec . 206.7— F orm and C ontent of F inancial
Statements ....................................
(a ) Principles of financial re p o r tin g ..................
(b )
Verification ............................................
(c) Provisions of general a p p lic a tio n ............
(d) Consolidated financial statements ........
(e) Statement of changes in capital accounts .
(f) Statement of changes in financialposition
(g) Schedules to be filed ..................................
A ppendix .....................................................................
22
22
23
23
23
24
24
24
25
25
25
25
26
27
27
28
28
28
29
29
29
29
30
30
30
31
35
35
35
35
36
R E G U L A T IO N F
(12 CFR 206)
As revised effective December 1, 1975
SECURITIES OF MEMBER STATE BANKS
SE C T IO N 206.1— SC O PE O F PAR T*
This Part is issued by the Board o f Governors
o f the Federal Reserve System (the “Board”)
pursuant to section 12(i) of the Securities E x
change A ct o f 1934 (15 U.S.C. 78) (the “A c t”)
and applies to all securities subject to registration
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 o f the Federal Reserve System
(“bank”).
SE C T IO N 2 0 6 .2 — D E F IN IT IO N S
For the purposes o f this Part, including all
forms and instructions promulgated for use in
connection herewith, unless the context otherwise
requires:
(a) The terms “exchange”, “director”, “per
son”, “security”, and “equity security” have the
meanings given them in section 3(a) o f the A c t.1
(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 intermediaries,
controls, or is controlled by, or is under com m on
control with, the person specified.
(c) The term “am ount”, 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 o f security.
* 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 Regulation F.
1 See Appendix, page 36.
(d) T he term “associate”, w hen used to indi
cate a relationship with any person, m eans (1)
any corporation or organization (other than the
bank or a majority-owned subsidiary o f the bank)
o f which such person is an officer or partner or
is, directly or indirectly, either alone or together
with one or more members o f his immediate fam
ily, the beneficial owner o f 10 per cent or more
of any class o f equity securities, (2) any trust or
other estate in which such person has a substan
tial beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity,
and (3) any relative or spouse o f such person, or
any relative o f such spouse, who has the same
home as such person, or w ho is a director or
officer of the bank or any of its parents or sub
sidiaries.
(e) The term “charter” includes articles o f in
corporation, declarations of trust, articles o f asso
ciation or partnership, or any similar instrument,
as amended, effecting (either with or without filing
with any governmental agency) the organization
or creation o f an incorporated or unincorporated
person.
(f) The term “control” (including the terms
“controlling”, “controlled by”, and “under com
mon control with”) means the possession, directly
or indirectly, of the power to direct or cause the
direction o f the management and policies o f a
person, whether through the ownership o f voting
securities, by contract, or otherwise.
(g) The term “em ployee” does not include a
director, trustee, or officer.
(h) The term “equity capital accounts” means
capital stock, surplus, undivided profits, and re
serve for contingencies and other capital reserves.
(i) The term “fiscal year” means the annual
§ 206.2 (DEFINITIONS)
accounting period or, if no closing date has been
adopted, the calendar year ending on Decem ber
31.
(j) (1) For the purpose o f determining whether
the registration requirements of section 12(g)(1)
o f the Act are applicable, securities shall be
deemed to be “held o f record” by each person
w ho is identified as the owner of such securities
on records o f security holders maintained by or
on behalf of the bank, subject to the following:
(i) In any case where the records o f secu
rity holders have not been maintained in accord
ance with accepted practice, any additional person
who would be identified as such an owner on such
records if they had been maintained in accordance
with accepted practice shall be included as a
holder of record.
(ii) Securities identified as held o f record by
a corporation, a partnership, a trust whether or
not the trustees are named, or other organization
shall be included as so held by one person.
(iii) Securities identified as held of record
by one or more persons as trustees, executors,
guardians, custodians, or in other fiduciary capac
ities with respect to a single trust, estate, or ac
count shall be included as held o f record by one
person.
(iv) Securities held by two or more persons
as co-owners shall be included as held by one
person.
(v ) Each outstanding unregistered or bearer
certificate shall be included as held o f record by
a separate person, except to the extent that the
bank can establish that, if such securities were
registered, they would be held o f record, under
the provisions o f this paragraph ( j ), by a lesser
number o f persons.
(vi) Securities registered in substantially
similar names, where the bank has reason to be
lieve because of the address or other indications
that such names represent the same person, may
be included as held o f record by one person.
(2 ) Notwithstanding subparagraph ( 1 ) :
(i) Securities held subject to a voting trust,
deposit agreement, or similar arrangement shall be
included as held of record by the record holders
of the voting trust certificates, certificates o f de
posit, receipts, or similar evidences o f interest in
such securities; Provided, however, that the bank
may rely in good faith on such information as is
received in response to its request from a non
affiliated issuer o f the certificates or interests.
(ii) If the bank knows or has reason to know
that the form of holding securities of record is
REGULATION F
used principally to circumvent the provisions of
section 1 2 ( g ) ( 1 ) o f the Act, the beneficial owners
o f such securities shall be deemed to be record
owners thereof.
(k ) T he term “im m ediate fam ily” includes a
person’s (1) spouse; (2) son, daughter, and de
scendant o f either; (3) father, mother, and an
cestor o f either; (4) stepson and stepdaughter;
and (5) stepfather and stepmother. For the pur
pose of determining whether any o f the foregoing
relationships exist, a legally adopted child shall
be considered a child by blood.
(1)
The term “inform ation statement” means
the statement required by § 206.5(a), whether or
not contained in a single document.
(m ) The term “last fiscal year” of bank means
the last fiscal year o f bank ending prior to the
date of the meeting with respect to which an
information statement is required to be distrib
uted.
(n ) 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 o f issuance has been
granted.
(o ) The term “m ajority-owned subsidiary”
means a subsidiary more than 50 per cent o f
whose outstanding securities representing the
right, other than as affected by events o f default,
to vote for the election o f directors, is owned by
the subsidiary’s parent a n d /o r one or more of the
parent’s other majority-owned subsidiaries.
(p ) The term “material”, when used to qualify
a requirement for furnishing of information as to
any subject, limits the information required to
those matters as to which an average prudent
investor ought reasonably to be informed before
buying or selling the security registered.
(q ) The term “officer” means a Chairman of
the Board o f Directors, V ice Chairman of the
Board, Chairman o f the Executive Committee,
President, V ice President (except as indicated in
the next sentence), Cashier, Treasurer, Secretary,
Comptroller, and any other person who partici
pates in major policy-making functions o f the
bank. In som e banks (particularly banks with
officers bearing titles such as Executive Vice
President, Senior Vice President, or First Vice
President as well as a number o f “Vice Presi
dents”), som e or all “Vice Presidents” do not
participate in major policy-making functions, and
such persons are not officers for the purpose of
this Part.
(r) The term “option” means any option, war
REGULATION F
(DEFINITIONS) § 206.2
rant, or right other than those issued to security
holders on a pro rata basis.
(s) The term “parent” o f a specified person is
a person controlling such person directly, or indi
rectly through one or more intermediaries.
(t) The term “plan” includes all plans, con
tracts, authorizations, or arrangements, whether
or not set forth in any formal document.
(u ) The term “predecessor” means a person
the major portion o f the business and assets o f
which another person acquired in a single succes
sion or in a series o f related successions.
(v )
The terms “previously filed” and “previ
ously reported” mean previously filed with, or re
ported in, a registration statement under section
12. a report under section 13, or a definitive proxy
statement or statement where managem ent does
not solicit proxies under section 14 o f the Act,
which statement or report has been filed with the
Board, except that information 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.
(w ) The term “principal underwriter” means
an underwriter in privity o f contract with the
issuer of the securities as to which he is under
writer.
(x) 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 o f the bank, directly or
indirectly receives in consideration o f services or
property or both services and property 10 per
cent or more o f any class of securities o f the
bank or 10 per cent or more of the proceeds
from the sale of any class o f such securities. A
person who receives such securities or proceeds
either solely as underwriting commissions or solely
in consideration o f property shall not, however,
be deemed a promoter if such person does not
otherwise take part in founding and organizing
the bank.
(y ) The term “proxy” includes every proxy,
consent, or authorization within the meaning of
section 14(a) o f the Act. The consent or authori
zation may take the form o f failure to object or
to dissent.
chase plan” have the meanings given them in
sections 422 through 4 2 4 of the Internal Revenue
Code o f 1954, as amended. For the purposes of
this regulation, an option which meets all o f the
conditions o f section 424(b) o f the Internal Rev
enue Code o f 1954, as amended, other than the
date of issuance shall be deemed to be a “re
stricted stock option”.
(b b ) The term “registration statement” or
“statement”, when used with reference to regis
tration pursuant to § 2 06.4 of this Part, includes
both an application for registration o f securities
on a national securities exchange pursuant to sec
tion 12(b) o f the A ct and a registration statement
filed pursuant to section 12(g) o f the Act.
(cc) The term “share” means a share of stock
in a corporation or unit of interest in an unin
corporated person.
(d d) The term “significant subsidiary” means a
subsidiary meeting either o f the following condi
tions:
(1) The investments in the subsidiary by its
parent plus the parent’s proportion o f the invest
ments in such subsidiary by the parent’s other
subsidiaries, if any, exceed 5 per cent o f the
equity capital accounts o f the bank. “Investments”
refers to the amount carried on the books of the
parent and other subsidiaries or the amount equiv
alent to the parent’s proportionate share in the
equity capital accounts o f the subsidiary, which
ever is greater.
(2 ) T h e parent’s proportion of the gross oper
ating revenues of the subsidiary exceeds 5 per
cent of the gross operating revenues o f the parent
and its consolidated subsidiaries; or
(3 ) The parent’s proportion of incom e o f the
subsidiary before income taxes exceeds 5 per cent
or more of the income before income taxes o f
the parent and its consolidated subsidiaries, pro
vided that if such incom e of the parent and its
consolidated subsidiaries is at least 5 per cent
lower than the average o f such incom e for the
last five fiscal years such average income may be
substituted in the determination.
(z ) The term “proxy statem ent” means the
statement required by § 206.5(a), whether or not
contained in a single document.
(aa) The terms “qualified stock option”, “re
stricted stock option”, and “em ployee stock pur
(e e ) 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 furnishing o f a
N O T E : T h e subsidiary m ay be the p a ren t of one or
m o re subsidiaries and, together with such subsidiaries
m ay, if considered in the aggregate, constitute a
significant subsidiary.
§ 206.3 (INSPECTION)
form o f proxy or other com m unication to security
holders under circumstances reasonably calculated
to result in the procurement, withholding, or revo
cation of a proxy. The terms do not apply, how
ever, to the furnishing o f a form o f proxy to a
security holder upon the unsolicited request of
such security holder, the performance by the bank
o f acts required by § 206.5(g), or the performance
by any person o f ministerial acts on behalf o f a
person soliciting a proxy.
( f f ) A “subsidiary” of a bank is (1) an affiliate
controlled by the bank, directly or indirectly,
through one or more intermediaries, except where
the control (i) exists by reason o f ownership or
control o f voting securities by the bank in a
fiduciary capacity, or (ii) was obtained by the
bank in the course o f securing or collecting a debt
previously contracted in good faith, or (2) a per
son a majority of whose voting securities are held
in trust for the benefit o f the holders of a class
of stock o f the bank pro rata.
(gg) The term “succession” means the direct
acquisition o f the assets comprising a going busi
ness, whether by merger, consolidation, purchase,
or other direct transfer. The term does not in
clude the acquisition o f control o f a business
unless followed by the direct acquisition o f its
shares or assets. The term “succeed ” and “suc
cessor” have meanings correlative to the foregoing.
(hh) The term “verified”, w hen used with re
spect to financial statements, means either (1)
certified by an independent public accountant, or
(2) signed in accordance with § 206.7(b)(2) by the
person principally responsible for the accounting
records o f the bank (the “principal accounting
officer”) and by the person principally responsible
for the audit procedures of the bank (the “audi
tor”); except that the term “verified” shall mean
certified by an independent public accountant in
any case in which the Board so informs the bank
concerned, in writing, at least 90 days prior to the
end o f the fiscal year to which the financial state
ments will relate.
REGULATION F
and minor children o f such reporting person, and
(2) by any other relative o f the reporting person
who has the sam e hom e as such person.
SE C T IO N 206.3— IN SP E C T IO N A N D
P U B L IC A T IO N O F IN F O R M A T IO N
F IL E D U N D E R T H E A C T
(a ) Filing o f material with the Board. All
papers required to be filed with the Board pur
suant to the A ct or regulations thereunder shall
be filed at its office in Washington, D . C. Material
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 o f filing thereof if all o f the requirements
with respect to the filing have been complied with.
(b ) Inspection. E xcept as provided in para
graph (c) o f this section all information filed,
other than ownership reports required to be filed
pursuant to § 206.6(a), regarding a security regis
tered with the Board will be available for inspec
tion at the Federal D eposit Insurance Corpora
tion, 550 Seventeenth Street, N . W ., Washington,
D. C. In addition, copies o f the registration state
ment and reports required by § 2 06.4 (exclusive
o f exhibits), the statements required by § 206.5(a),
and the annual reports to security holders required
by § 206.5(c), will be available for inspection at
the N ew York, Chicago, and San Francisco F ed
eral Reserve Banks and at the Reserve Bank of
the district in which the bank filing the statements
or reports is located. The ownership reports re
quired to be filed pursuant to § 206.6(a) will be
available for public inspection at the Board’s office
in Washington, D . C.
( c ) N ondisclosure o f certain inform ation filed.
A ny person filing any statement, report, or docu
ment under the Act m ay make written objection
to the public disclosure o f any information con
tained therein in accordance with the procedure
set forth below:
(ii)
The term “voting securities” means secu
(1) The person shall omit from the statement,
rities the holders o f which are presently entitled
report, or document, when it is filed, the portion
to vote for the election of directors.
thereof that it desires to keep undisclosed (here
inafter called the confidential portion). In lieu
(jj) The terms “beneficial ownership”, “bene
ficially ow ned”, and the like, when used with re
thereof, it shall indicate at the appropriate place
spect to the reporting of ownership of the bank’s
in the statement, report, or document that the
equity securities in any statement or report re
confidential portion has been so omitted and filed
quired by this Part, shall include, in addition to
separately with the Board.
direct and indirect beneficial ownership by the
(2) The person shall file with the copies of
reporting person, ownership o f such securities (1)
the statement, report, or document filed with the
by the spouse (except where legally separated)
Board:
REGULATION F
(i) A s many copies o f the confidential por
tion, each clearly marked “C O N F I D E N T IA L
T R E A T M E N T ”, as there are copies o f the state
ment, report, or docum ent filed with the Board
and with each exchange, if any. Each cop y shall
contain the complete text o f the item and, not
withstanding that the confidential portion does not
constitute the whole o f the answer, the entire an
swer thereto; except that in case the confidential
portion is part o f a financial statement or sched
ule only the particular financial statement or sched
ule need be included. A ll copies o f the confiden
tial portion shall be in the same form as the re
mainder o f the statement, report, or document.
(ii) A n application making objection to the
disclosure o f the confidential portion. Such appli
cation shall be on a sheet or sheets separate from
the confidential portion, and shall contain (a ) an
identification of the portion o f the statement, re
port, or document that has been omitted, ( b ) a
statement o f the grounds o f objection, and (c)
the name o f each exchange, if any, with which
the statement, report, or document is filed. The
copies o f the confidential portion and the applica
tion filed in accordance with this subparagraph
shall be enclosed in a separate envelope marked
“C O N F I D E N T IA L T R E A T M E N T ” and ad
dressed to Secretary, Board o f 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 para
graph (c)(2) o f this section, the confidential por
tion will not be disclosed by the Board.
(4) If the Board determines that the objection
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 o f the confidential portion is in the
public interest, a finding and determination to
that effect will be entered and notice o f the find
ing and determination will be sent by registered
or certified mail to the person.
(6 ) T he confidential portion shall be made
available to the public:
(i) upon the lapse o f 15 days after the dis
patch o f notice by registered or certified mail of
the finding and determination o f the Board de
scribed in paragraph (c) (5) of this section, 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 o f the finding
and determination;
(ii) upon the lapse o f 60 days after the dis
(REGISTRATION) § 206.4
patch of notice by registered or certified mail of
the finding and determination o f the Board, if the
statement described in clause (i) shall have been
filed and if a petition for judicial review shall not
have been filed within such 60 days; or
(iii)
if such petition for judicial review shall
have been filed within such 60 days, upon final
disposition, adverse to the person, o f the judicial
proceedings.
(7) If the confidential portion is made available
to the public, a copy thereof shall be attached to
each copy o f the statement, report, or document
filed with the Board and with each exchange
concerned.
S E C T IO N 206.4— R E G IST R A T IO N
ST A T E M E N T S A N D REPORTS
(a)
Requirem ent o f registration statement. Se
curities o f a bank shall be registered under the
provisions o f either section 12(b) or section 12(g)
o f the A ct by filing a statement in conformity
with the requirements of Form F - l , Form F-1B
(in the case o f registration o f securities o f a suc
cessor bank), (or Form F-10, in the case of regis
tration o f an additional class o f securities). N o
registration shall be required under the provisions
of section 12(b) or section 12(g) o f the A ct of
any warrant or certificate evidencing a right to
subscribe to or otherwise acquire a security of a
bank if such warrant or certificate by its terms
expires within 9 0 days after the issuance thereof.
(1) Where in connection with a succession by
merger, consolidation, exchange o f securities or
acquisition o f assets, equity securities o f a bank,
not previously registered pursuant to section 12
o f the A ct, are issued to the holders of any class
o f equity securities o f another bank which is reg
istered pursuant to section 12(g), the class o f secu
rities so issued shall be deemed to be registered
pursuant to section 12(g) o f the Act unless upon
consumm ation o f the succession such class is
exempt from such registration or all securities
o f such class are held o f record by less than 300
persons.
(2) Where in connection with a succession by
merger, consolidation, exchange o f securities or
acquisition o f assets, equity securities o f a bank,
which are not registered pursuant to section 12
o f the Act, are issued to the holders o f any class
of equity securities o f another bank which is re
quired to file a registration statement pursuant to
section 12(g) but has not yet done so, the duty to
file such statement shall be deemed to have been
§ 206.4 (R EG ISTR A TIO N )
assumed by the bank w hose class o f securities is
so issued and such bank shall file a registration
statement pursuant to section 12(g) o f the A ct
with respect to such class within the period o f
time the predecessor bank would have been re
quired to file such a statement, or within such
extended period o f time as the Board may au
thorize upon application pursuant to § 2 06.4(r),
unless upon consumm ation o f the succession such
class is exempt from such registration or all secu
rities of the class are held o f record by less than
300 persons.
(b ) Registration effective as to class or series.
D epending upon whether the security is to be
listed on an exchange, registration shall becom e
effective as provided in section 12(d) or section
12(g)(1) o f the A ct as to the entire class o f such
security, then or thereafter authorized. If, how
ever, a class o f securities is issuable in two or more
series with different terms, each such series shall
be deemed a separate class for the purposes of
this paragraph.
(c) A cceleration o f effectiveness o f registra
tion. A request for acceleration o f the effective
date o f registration shall be made in writing by
either the bank, an exchange, or both and shall
briefly describe the reasons therefor.
(d) E xchange certification. (1) Certification that
a security has been approved by an exchange for
listing and registration pursuant to section 12(d) of
the A ct shall be made by the governing committee
or other corresponding authority o f the exchange.
( 2 ) The certification shall specify (i) the ap
proval of the exchange for listing and registration;
(ii) the title o f the security so approved; (iii) the
date of filing with the exchange o f the registration
statement and o f any amendments thereto; and
(iv) any conditions im posed on such certification.
The exchange shall promptly notify the Board of
the partial or complete satisfaction of any such
conditions.
(3) The certification m ay be made by telegram
but in such case shall be confirmed in writing. All
certifications in writing and all amendments
thereto shall be filed with the Board in duplicate
and at least one copy shall be manually signed by
the appropriate exchange authority.
(4) The date of receipt by the Board o f the
certification approving a security for listing and
registration shall be the date on which the cer
tification is actually received by the Board or the
date on which the registration statement to which
the certification relates is actually received by the
Board, whichever date is later.
(5) If an amendment to the registration state
R EGULATION F
ment is filed with the exchange and with the
Board after the receipt by the Board o f the cer
tification o f the exchange approving the security
for listing and registration, the certification, unless
withdrawn, shall be deemed made with reference
to the statement as amended.
(6) A n exchange may, by notice to the Board,
withdraw its certification prior to the time that
the registration to which it relates first becomes
effective pursuant to paragraph (b) of this section
206.4.
(7) A n exchange m ay suspend from trading a
bank security listed and registered thereon in ac
cordance with its rules. Suspension o f trading
shall not terminate the registration o f any bank
security.
(e) R equirem ent o f annual reports. (1) Every
registrant bank shall file an annual report for each
fiscal year after the last full fiscal year for which
financial statements were filed with the registration
statement. The report, which shall conform to the
requirements o f Form F-2, shall be filed within 90
days after the close o f the fiscal year or within 30
days o f the mailing o f the bank’s annual report
to stockholders, whichever occurs first.
(2)
Every bank which changes its fiscal closing
date after the last fiscal year for which financial
statements were filed in a Form F -l or Form F-2
shall file a report on Form F -2 covering the re
sulting interim period not more than 120 days
after the close of the interim period or after the
date of the determination to change the fiscal
closing date, whichever is later. A separate re
port, however, need not be filed for any period
o f less than three months if the Form F -2 filed
for the succeeding full fiscal year covers the in
terim period as well as the fiscal year. In such
case, balance sheets need be furnished only as of
the close o f the entire period but all other finan
cial statements and schedules shall be filed sepa
rately for both periods.
(f) Annual reports o f predecessors. Every bank
having securities registered pursuant to section
12 of the A ct on Form F -l (or Form F -10, in the
case of registration o f an additional class of securi
ties) shall file an annual report pursuant to para
graph (e) o f this section for each o f its predeces
sors which had securities registered pursuant to
section 12 covering the last full fiscal year o f the
predecessor prior to the registrant’s succession,
unless such report has been filed by the predeces
sor. Such annual report shall contain the informa
tion that would be required if filed by the prede
cessor.
(g) E xception from requirement for annual re
REGULATION F
port. Notwithstanding paragraph (e) o f this sec
tion 206.4, any bank that has filed, within the
period prescribed for filing an annual report pur
suant to that paragraph, a registration statement
that has becom e effective and is not subject to any
proceeding under section 15(c) or section 19(a)
o f the Act, or to an order thereunder, need not
file an annual report if such statement covers the
fiscal period that would be covered by such an
nual report and contains all o f the information,
including financial statements and exhibits, re
quired for annual reports.
(h)
Current reports. (1) Every registrant bank
shall file a current report in conform ity with the
requirements o f Form F-3 within 10 days after
the close o f 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.
(2) Each bank having securities registered pur
suant to section 12(g) o f the Act, upon being
notified by a national securities association regis
tered pursuant to section 15A of the Act, that a
class of the bank’s securities is to be quoted on an
interdealer quotation system which is sponsored
and governed by the rules o f such association,
shall thereafter notify such association promptly
of (i) any increase or decrease in the amount of
securities o f such class outstanding which exceeds
5 per cent o f the amount o f such class last re
ported to the association and (ii) any change in
the name o f the bank. The obligation to report
pursuant to this paragraph (2) shall continue until
notification is received from the association that
all classes of securities are no longer quoted on
such interdealer quotation system.
(3)(i) A ny person who, after acquiring, directly
or indirectly, the beneficial ownership o f any
equity security of a member State bank, o f a class
which is registered pursuant to section 12 o f the
Act, is directly or indirectly the beneficial owner
o f more than 5 per cent of such class shall, within
ten days after such acquisition, send to the bank
at its principal executive office, by registered or
certified mail, send to each exchange where the
security is traded, and file with the Board a state
ment containing the information required by
Form F -l 1. Eight copies o f the statement shall
be filed with the Board.
fii) Acquisitions o f securities by a security
holder who, prior to such acquisition, was the
beneficial owner of more than 5 per cent o f the
outstanding securities of the same class as those
acquired shall be exempt from the reporting re
quirements o f paragraph (h) (3) (i) o f this section
(REGISTRATION) § 206.4
if the follow ing conditions are met: (A) the acqui
sition is made pursuant to preemptive subscription
rights in an offering made to all holders o f secu
rities o f the class to which the preemptive sub
scription rights pertain; (B) the purchaser does
not, through the exercise of such preemptive sub
scription rights, acquire more than his or its pro
rata share o f the securities offered; and (C) the
acquisition is duly reported pursuant to section
16(a) of the A ct and the provisions o f § 206.6
promulgated thereunder.
(4) If any material change occurs in the facts
set forth in the statement required by paragraph
(g)(2), the person w ho filed such statement shall
promptly file with the Board and send to the bank
and the exchange an amendment disclosing such
change.
(5) In determining,
for the purpose of
§ 2 0 6 .4 (h ) or § 2 0 6 .5 ( i ) , whether a person is
directly or indirectly the beneficial owner of secu
rities o f any class, such person shall be deemed to
be the beneficial owner o f securities o f such class
which such person has the right to acquire through
the exercise o f presently exercisable options, war
rants or rights or through the conversion o f pres
ently convertible securities, or otherwise. The
securities subject to such options, warrants, rights
or conversion privileges held by a person shall be
deemed to be outstanding for the purpose of
computing the percentage of outstanding securities
of the class owned by such person but shall not
be deemed to be outstanding for the purpose o f
computing the percentage o f the class owned by
any other person.
(i)
Quarterly reports. Every registrant bank
shall file a quarterly report in conform ity 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 o f the bank.
Such reports shall be filed not later than 30 days
after the end o f such quarterly period, except that
the report for any period ending prior to the date
on which a class o f securities of the bank first be
com es effectively registered may be filed not later
than 30 days after the effective date o f such regis
tration.
(j) Additional inform ation. 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
§ 206.4 (R EG ISTR A TIO N )
the light of the circumstances under which they
are made, not misleading.
(k) Information not available. Information re
quired need be given only insofar as it is known
or reasonably available to the bank. If any re
quired information is unknown and not reason
ably available to the bank, either because the
obtaining thereof would involve unreasonable e f
fort or expense or because it rests peculiarly
within the knowledge o f another person not affili
ated with the bank, the information m ay be
omitted, subject to the following conditions:
(1) The bank shall give such information on
the subject as it possesses or can acquire without
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 o f a request made to such person for the
information. N o such request need be made, how
ever, 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.
(1) D isclaim er o f control. If the existence of
control is open to reasonable doubt in any in
stance, the bank may disclaim the existence o f
control and any admission thereof; in such case,
however, the bank shall state the material facts
pertinent to the possible existence of control.
(m) Incorporation by reference. (1 ) Matter con
tained in any part o f a statement or report, other
than exhibits, may be incorporated by reference
in answer or partial answer to any item o f a same
statement or report. Matter contained in an exhibit
m ay be so incorporated to the extent permitted in
paragraph (m) of this § 206.4. A registration
statement for an additional class o f securities of
the bank may incorporate by reference any item
contained in a previous registration statement or
report.
(2) Material incorporated by reference shall
be clearly identified in the reference. A n express
statement that the specified matter is incorpo
rated by reference shall be made at the particu
lar place in the statement or report where the
information is required. Matter shall not be incor
porated by reference in any case where such in
corporation would render the statement incom
plete, unclear, or confusing.
R EG U LA TIO N F
(n) Summaries or outlines o f 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 provisions.
In addition to such statement, the summary or
outline m ay incorporate by reference particular
items, sections, or paragraphs o f any exhibit and
m ay be qualified in its entirety by such reference.
Matter contained in an exhibit may be incorpo
rated by reference in answer to an item only to
the extent permitted by this paragraph (n).
(o)
Om ission o f substantially identical docu
ments. In any case where two or more indentures,
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 o f execution, or other details,
the bank need file a copy o f only one of such
documents, with a schedule identifying the docu
ments omitted and setting forth the material de
tails in which such documents differ from the
document o f which a copy is filed. The Board
may at any time in its discretion require the filing
o f copies o f documents so omitted.
(p) Additional exhibits. The bank m ay file such
exhibits as it may desire, in addition to those
required by the appropriate form. Such exhibits
shall be so marked as to indicate clearly the sub
ject matters to which they refer.
(q) Incorporation o f exhibits by reference.
(1) A ny document or part thereof previously filed
with the Board pursuant to this Part may, subject
to the following limitations, be incorporated by
reference as an exhibit to any registration state
ment or report filed with the Board by the same
or any other person. A ny 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 ) A n y docum ent incorporated by reference
pursuant to this paragraph ( q ) shall be so incor
porated only by reference to the specific docu
ment and to the prior filing in which it was physi
cally filed, not to another file which incorporates
it by reference.
( 3 ) If any modification has occurred in the
text o f any docum ent 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 ) N o docum ent which has been on file with
REGULATION F
the Board pursuant to this Part for a period of
more than 10 years may be incorporated by ref
erence. This limitation shall not, however, apply
to a corporate charter or by-laws, if such docu
ment has not been amended more than twice
since such filing.
(r) E xtension o f time for furnishing inform a
tion. If the furnishing o f any information, docu
ment, or report at the time it is required to be
filed is impracticable, the bank m ay file with the
Board as a separate document an application
(1 ) identifying the information, document, or re
port in question, ( 2 ) stating why the filing thereof
at the time required is impracticable, and ( 3 ) re
questing an extension o f time for filing the infor
mation, document, or report to a specified date
not more than 60 days after the date it would
otherwise have to be filed. The application shall
be deem ed granted unless the Board, within 15
days after receipt thereof, shall enter an order
denying the application.
(i) If the extension requested pursuant to
this paragraph is necessitated by the inability of
any person other than the registrant to furnish
any required opinion, information, report or veri
fication, the application shall have attached as an
exhibit, a statement signed by such person stating
the specific reasons w hy such person is unable
to furnish the required opinion, information, re
port or verification.
(ii) If the application pursuant to this para
graph or the extension o f time granted relates
only to a portion o f the required information,
document or report, the registrant shall file the
remaining portion, and the portion filed shall
prominently indicate the nature of the omitted
portion.
(REGISTRATION) § 206.4
the signed copies filed with the Board shall be an
original “ribbon” copy. Unsigned copies shall be
conform ed. If the signature o f any person is af
fixed pursuant to a power o f attorney or other
similar authority, a copy o f such power or other
authority shall also be filed with the statement or
report.
(3)
E ach cop y o f 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 reading
matter legible.
(t) Requirem ents 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 ) T he statement or report and, insofar as
practicable, all papers and documents filed as a
part thereof, shall be printed, lithographed,
mimeographed, photocopied, or typewritten. The
statement or report or any portion thereof may,
however, be prepared by any similar process that,
in the opinion o f the Board, produces copies
suitable for a permanent record. Irrespective of
the process used, all copies o f any such material
shall be clear, easily readable, and suitable for
repeated photocopying. D ebits in credit categories
and credits in debit categories shall be designated
so as to be clearly distinguishable as such on
photocopies.
( 3 ) T he body o f all printed statements and
reports shall be in roman type at least as large
(s) N um ber o f copies; signatures; binding.
as 10-point modern type. T o the extent neces
( 1 ) Except where otherwise provided in a par
sary for convenient presentation, however, finan
ticular form, 8 copies o f each registration state
cial statements and other statistical or tabular
ment and report (including financial statements)
data and the notes thereto may be in type at least
and 4 copies o f each exhibit and each other docu
as large as 8-point modern type. A ll type shall
ment filed as a part thereof, shall be filed with
be leaded at least 2 points.
the Board. At least one com plete copy o f each
( 4 ) Statements and reports shall be in Eng
statement shall be filed with each exchange, if
lish. If any exhibit or other paper or document
any, on which the securities covered thereby are
filed with a statement or report is in a foreign
being registered. At least one copy o f each report
language, it shall be accompanied by a transla
shall be filed with each exchange, if any, on
tion into English.
which the bank has securities registered.
(u)
Preparation o f statement or report. Each
(2 )
A t least one copy o f each statement or statement and report shall contain the numbers
report filed with the Board and one copy thereof
and captions o f all items o f the appropriate form,
filed with an exchange shall be manually signed.
but the text o f the items may be omitted provided
If the statement or report is typewritten, one of
the answers thereto are so prepared as to indicate
§ 206.5 (PROXY STATEMENTS)
to the reader the coverage of the items without
the necessity of his referring to the text o f 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 instruc
tions, whether appearing under the items o f the
form or elsewhere therein, are to be omitted. U n
less expressly provided otherwise, if any item is
inapplicable, or the answer thereto is in the nega
tive, an appropriate statement to that effect shall
be made.
(v)
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.
(w) A m endm ents. All amendments shall co m
ply with all pertinent requirements applicable to
statements and reports. Amendments shall be filed
separately for each separate statement or report
amended. Am endm ents to a statement may be
filed either before or after registration becomes
effective.
(x) Title o f securities. Wherever the title of
securities is required to be stated, information
shall be given that will indicate the type and gen
eral character of the securities, including:
(1) In the case o f shares, the par or stated
value, if any; the rate of dividends, if fixed, and
whether cumulative or noncumulative; a brief
indication o f the preference, if any; and if con
vertible, a statement to that effect.
(2) In the case o f funded debt, the rate of
interest; the date o f maturity, or if the issue
matures serially, a brief indication o f the serial
maturities, such as “maturing serially from 1970
to 1980”; if payment o f principal or interest is
contingent, an appropriate indication o f such
contingency; a brief indication o f the priority of
the issue; and if convertible, a statement to that
effect.
( 3 ) In the case of any other kind o f security,
appropriate information of comparable character.
(y) Interpretation o f requirements. Unless the
context clearly shows otherwise,
(1) The forms require information only as to
the bank.
(2) W henever any fixed period of time in the
past is indicated, such period shall be computed
from the date of filing.
REGULATION F
(3) W henever words relate to the future, they
have reference solely to present intention.
(4) A ny words indicating the holder o f a posi
tion or office include persons, by whatever titles
designated, whose duties are those ordinarily
performed by holders of such positions or offices.
(z) W hen securities are deemed to be regis
tered. A class of securities with respect to which
an application for registration or a registration
statement has been filed pursuant to section 12
o f the A ct shall be deemed to be registered for
the purposes of sections 13, 14, and 16 of the
A ct and this Part only w hen such application or
registration statement has becom e effective as
provided in section 12, and securities o f said
class shall not be subject to sections 13, 14, and
16 of the A ct until such application or registra
tion statement has becom e effective as provided
in section 12.
SE C T IO N 206.5— P R O X Y S T A T E M E N T S
A N D O T H E R SOLICITATIO NS U N D E R
SE C T IO N 14 OF T H E A C T
(a) R equirement o f statement. N o solicita
tion o f a proxy with respect to a security of a
bank registered pursuant to section 12 o f the
Act shall be made unless each person solicited
is concurrently furnished, or has previously been
furnished, with a written proxy statement con
taining the information required by Form F-5.
If the management o f any bank having such a
security outstanding fails to solicit proxies from
the holders of any such security in such a man
ner as to require the furnishing o f such a proxy
statement, such bank shall transmit to all holders
o f record o f such security a statement containing
the information required by Form F-5. The “in
formation statement” required by the preceding
sentence shall be transmitted (i) at least 20
calendar days prior to any annual or other meet
ing of the holders o f such security at which such
holders are entitled to vote, or (ii) in the case
of corporate action taken with the written
authorization or consent of security holders, at
least 20 days prior to the earliest date on which
the corporate action may be taken. A proxy
statement or an “information statement” required
by this paragraph is hereinafter sometimes re
ferred to as a “Statement”.
(b) Exceptions. The requirements of the first
REGULATION F
sentence o f paragraph (a) shall not apply to the
following:
(1) A n y solicitation made otherwise than on
behalf of the managem ent o f the bank where
the total number of persons solicited is not more
than 10.
(2) A ny solicitation by a person in respect
to securities carried in his name or in the name
o f his nominee (otherwise than as voting trustee)
or held in his custody, if such person
(i) receives no commission or remunera
tion for such solicitation, directly or indirectly,
other than reimbursement of reasonable expenses;
(ii) furnishes promptly to the person so
licited a copy o f all soliciting material with
respect to the same subject matter or meeting
received from all persons w ho will furnish cop
ies thereof for such purpose and w ho will, if
requested, defray the reasonable expenses to be
incurred in forwarding such material; and
(iii) in addition, does no more than (a)
impartially instruct the person solicited to for
ward a proxy to the person, if any, to w hom the
person solicited desires to give a proxy, or (b )
impartially request from the person solicited in
structions as to the authority to be conferred by
the proxy and state that a proxy will be given
if no instructions are received by a certain date.
(3) A ny solicitation by a person with respect
to securities o f which he is the beneficial owner.
(4) A ny solicitation through the medium of
a newspaper advertisement that informs security
holders o f a source from which they may obtain
copies of a proxy statement, form o f proxy, and
any other soliciting material and does no more
than (i) name the bank; (ii) state the reason for the
advertisement; and (iii) identify the proposal or
proposals to be acted upon by security holders.
(c)
Annual report to security holders to ac
com pany Statements. (1) A ny Statement fur
nished on behalf of the management o f the bank
that relates to an annual meeting o f security
holders at which directors are to be elected shall
be accompanied or preceded by an annual report
to such security holders containing such financial
statements for the last 2 fiscal years as will, in
the opinion of the management, adequately re
flect the financial position of the bank at the end
o f each such year and the results o f its operations
for each such year. The financial statements in
cluded in the annual report may omit details or
summarize information if such statements, con
sidered as a whole in the light of other informa
(PROXY STATEMENTS) § 206.5
tion contained in the report and in the light of
the financial statements o f the bank filed or to be
filed with the Board, will not by such procedure
omit any material information necessary to a fair
presentation or to make the financial statements
not misleading under the circumstances. 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 and the information required by
paragraphs (c)(1) (i) to (iv) o f this paragraph may
be presented in an appendix or other separate
section o f the report, provided that the attention
o f security holders is called to such presentation.
(i) T he report shall include a summary of
the bank’s operations containing the information
required by Item 4 of Form F-2 except for the
reconciliations, exhibits and supplemental informa
tion thereto.
(ii) T he report shall contain a brief descrip
tion of the operations done by the bank and its
subsidiaries during the most recent fiscal year.
(iii) T h e report shall identify each o f the
bank’s directors and officers, and shall indicate the
principal occupation or employment o f each such
person and the name and principal business of
any organization by which such person is so
employed.
(iv) T he report shall identify the principal
market, if any, in which securities o f any class
entitled to vote at the meeting are traded, and
shall state the high and low sales prices for such
securities (or, in the absence o f such information,
the range of bid and asked quotation) and the
dividends paid on such securities for each quar
terly period during the bank’s two most recent
fiscal years. If bank securities are inactively
traded, the report shall so state and shall indicate
the range o f sales prices known to management
for the periods specified above and the source(s)
o f such information.
(2)
M anagement’s Statement, or the report,
shall contain an undertaking in bold face or other
wise reasonably prominent type to provide without
charge to each person solicited, on the written
request o f any such person, a copy o f the bank’s
annual report on Form F-2 including the financial
statements and the schedules thereto, required to
be filed with the Board pursuant to § 2 06.4 of
this Part for the bank’s most recent fiscal year,
and shall indicate the name and address o f the
person to whom such a written request is to be
directed. In the discretion o f management, a bank
§ 206.5 (PROXY STATEMENTS)
need not undertake to furnish without charge
copies of all exhibits to its Form F -2 provided
that the copy o f the annual report on Form F-2
furnished without charge to requesting security
holders is accompanied by a list briefly describing
all the exhibits not contained therein and indicat
ing that the bank will furnish any exhibit upon
the payment o f a specified reasonable fee which
fee shall be limited to the bank’s reasonable ex
penses in furnishing such exhibit.
NOTE: Pursuant to the undertaking required by
the paragraph (c)(2) of this section, a bank shall fur
nish a copy of its annual report on Form F -2 to a
beneficial owner of its securities upon receipt of a
written request from such person. Each request must
set forth a good faith representation that, as of the
record date for the annual meeting of the bank’s
security holders, the person making the request was
a beneficial owner of securities entitled to vote at
such meeting.
(3) Providing copies of material for certain
beneficial owners. If the bank knows that securities
o f any class entitled to vote at a meeting are
held o f record by a broker, dealer, nonmember
or member bank or voting trustee, or their
nominees, the bank shall inquire of such record
holder whether other persons are the beneficial
owners o f such securities and, if so, the number
of copies of the Statement and other soliciting
material, if applicable, and in the case o f an
annual meeting at which directors are to be
elected, the number o f copies o f the annual report
to security holders, necessary to supply such
material to such beneficial owners. The bank
shall supply such record holder with additional
copies in such quantities, assembled in such form
and at such a place, as the record holder may
reasonably request in order to address and send
one copy o f each to each beneficial owner o f
securities so held and shall, upon the request of
such record holder, pay its reasonable expenses
for completing the mailing of such material to
security holders to w hom the material is sent.
(4) If bank’s list o f security holders indicates
that som e o f its securities are registered in the
name of “Cede & C o.”, a nominee for the D e
pository Trust Company, or in the name o f a
nominee for any central certificate depository
system, bank shall make appropriate inquiry of
the central depository system and thereafter of
the participants in such a system who may hold
on behalf of a beneficial owner, and shall comply
with the above paragraph with respect to any
such participant.
REGULATION F
This paragraph (c) shall not apply, however,
to solicitations made on behalf o f management
before the financial statements are available if
solicitation is being made at the time in opposi
tion to the management and if the managem ent’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 o f
the meeting.
NOTES: 1. To reflect adequately the financial posi
tion and results of operations of a bank in its annual
report to security holders, the financial presentation
shall include, but not necessarily be limited to, the
following:
(a) Comparative statements of condition at the end
of each of the last 2 fiscal years.
(b) Comparative statements of income in a form
providing for the determination of “net income” for
each fiscal year and per share earnings and dividend
data.
(c) Comparative statements of changes in capital
accounts for each fiscal year similar in form to Form
F-9C.
(d) Comparative statements of changes in financial
position for each fiscal year for which a statement of
income is furnished.
(e) A comparative reconciliation of the “Allowance
for Possible Loan Losses” account similar in form to
Schedule VII, Form F-9D, and a comparative loan
classification summary similar in form to Schedule
III, of Form F-9D.
(f) Supplemental notes to financial statements to
the extent necessary to furnish a fair financial pres
entation. Such notes should include the aggregate
market value as at the balance sheet date for each
category of investment securities reported on the
balance sheet, and other information required to be
furnished in notes to financial statements included in
the bank’s Form F-2 Annual Report.
2. The financial statements should be prepared on
a consolidated basis to the extent required by § 206.7
(d). Any differences from the principles of consolida
tion or other accounting principles or practices, or
methods of applying accounting principles or prac
tices, applicable to the financial statements of the
bank filed or to be filed with the Board, which have
a material effect on the financial position or results
of operations of the bank, shall be noted and the
effect thereof reconciled or explained in the financial
statements or the notes thereto in the annual report
to security holders.
3. When financial statements included in the an
nual report (Form F-2) filed, or proposed to be filed,
with the Board are accompanied by an opinion of an
independent public accountant, the financial state
ments in the annual report to security holders should
also be accompanied by an opinion of such independ
ent public accountant.
4. The requirement for sending an annual report
to each person being solicited will be satisfied with
respect to persons having the same address by send
ing at least one report to a holder of record at that
REGULATION F
address provided (i) that management has reasonable
cause to believe that the record holder to whom the
report is sent is the “beneficial owner” (see definition
in § 206.2(jj)) of securities registered in the name of
such person in other capacities or in the name of
other persons at such address, or (ii) the security
holders at such address consent thereto in writing.
Nothing herein shall be deemed to relieve any person
so consenting of any obligation to obtain or send
such annual report to any other person.
(5)
Eight copies o f each annual report sent
to security holders pursuant to this paragraph (c)
shall be sent to the Board not later than (i) the
date on which such report is first sent or given
to security holders, or (ii) the date on which
preliminary copies of the management Statement
are filed with the Board pursuant to paragraph
(f), whichever date is later. Such annual report
is not deemed to be “soliciting material” or to
be “filed” with the Board or otherwise subject
to this § 206.5 or the liabilities o f section 18 o f
the Act, except to the extent that the bank specif
ically requests that it be treated as a part o f the
proxy soliciting material or incorporates it in the
proxy statement by reference.
(d)
Requirements as to proxy. (1) The form
o f proxy (i) shall indicate in bold-face type
whether or not the proxy is solicited on behalf
o f the management o f the bank, (ii) shall pro
vide a specifically designated blank space for
dating the proxy, and (iii) shall identify clearly
and impartially each matter or group o f related
matters intended to be acted upon, whether pro
posed by the management or by security holders.
N o reference need be made, however, to pro
posals as to which discretionary authority is con
ferred pursuant to paragraph (d)(4) o f this section.
(2) Means shall be provided in the form o f
proxy whereby the person solicited is afforded
an opportunity to specify by ballot a choice be
tween approval or disapproval o f each matter or
group of related matters referred to therein as
intended to be acted upon, other than elections
to office. A proxy may confer discretionary au
thority with respect to matters as to which a
choice is not so specified if the form o f proxy
states in bold-face type how the shares repre
sented by the proxy are intended to be voted in
each such case.
(3) A form of proxy which provides both for
the election o f directors and for action on other
specified matters shall be prepared so as clearly
to provide, by a box or otherwise, means by which
the security holder may withhold authority to
vote for the election o f directors. A ny such form
(PROXY STATEMENTS) § 206.5
o f proxy which is executed by the security holder
in such manner as not to withhold authority to
vote for the election o f directors shall be deemed
to grant such authority, provided the form of
proxy so states in bold-face type. This paragraph
(3) does not apply (i) in the case o f a merger,
consolidation, or other plan if the election o f
directors is an integral part of the plan and is not
to be separately voted upon or (ii) if the only
matters to be acted upon are the election o f direc
tors and the election, selection, or approval of
other persons such as clerks or auditors.
(4) A proxy may confer discretionary author
ity to vote with respect to any of the following
matters:
(i) Matters that the persons making the solici
tation do not know, within a reasonable time
before the solicitation, are to be presented at the
meeting, if a specific statement to that effect is
made in the proxy statement or form o f proxy;
(ii) Approval o f the minutes o f the prior
meeting if such approval does not amount to
ratification o f the action taken at that meeting;
(iii) The election o f any person to any office
for which a bona fide nominee is named in the
proxy statement and such nominee is unable to
serve or for good cause refuses to serve;
(iv) A ny proposal omitted from the proxy state
ment and form o f proxy pursuant to § 2 0 6 .5(k);
(v) Matters incident to the conduct of the
meeting.
(5) N o proxy shall confer authority (i) to
vote for the election of any person to any office
for which a bona fide nominee is not named in
the proxy statement, or (ii) to vote at any an
nual meeting other than the next annual meeting
(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.
A person shall not be deemed to be a bona fide
nominee and he shall not be named as such unless
he has consented to being named in the proxy
statement and to serve if elected.
(6) The proxy statement or form o f proxy shall
provide, subject to reasonable specified condi
tions, that the shares represented by the proxy
will be voted and that where the person solicited
specifies by means o f a ballot provided pursuant
to subparagraph (2) a choice with respect to any
matters to be acted upon, the shares will be voted
in accordance with the specifications so made.
(e) Presentation o f information in Statement.
(1) The information included in the Statement
§ 206.5 (PROXY STATEMENTS)
shall be clearly presented and the statements
made shall be divided into groups according to
subject matter and the various groups o f state
ments shall be preceded by appropriate headings.
The order of items in the form need not be fol
lowed. W here practicable and appropriate, the
information shall be presented in tabular form.
All amounts shall be stated in figures. Informa
tion required by more than one applicable item
need not be repeated. N o statement need be made
in response to any item that is inapplicable.
(2) A n y information required to be included
in the Statement as to terms o f securities or other
subject matter that from a standpoint o f prac
tical necessity must be determined in the future
m ay be stated in terms o f present knowledge and
intention. T o the extent practicable, the authority
to be conferred concerning each such matter shall
be confined within limits reasonably related to
the need for discretionary authority. Subject to
the foregoing, information that is not known to
the persons on whose behalf the solicitation is
to be made and is not reasonably within the
power o f such persons to ascertain or procure
m ay be omitted, if a brief statement of the cir
cumstances rendering such information unavail
able is made.
(3) There may be omitted from a proxy state
ment any information contained in any other
proxy soliciting material that has been furnished
to each person solicited in connection with the
same meeting or subject matter if a clear refer
ence is made to the particular document contain
ing such information.
(4) A ll printed Statements shall be set in
roman type at least as large as 10-point modern
type except that, to the extent necessary for con
venient presentation, financial statements and
other statistical or tabular matter m ay be set in
roman type at least as large as 8-point modern
type. All type shall be leaded at least 2 points.
(5) A ll proxy statements shall disclose on the
first page thereof the com plete mailing address,
including ZIP code, o f the principal executive
offices of bank and the approximate date on which
the proxy statement and form of proxy are first
sent or given to security holders.
(f)
Material required to be filed. (1) Three
preliminary copies o f each Statement, form o f
proxy, and other items o f soliciting material to
be furnished to security holders concurrently
therewith, shall be filed with the Board by m an
agement or any other person making a solicitation
REGULATION F
subject to this § 206.5 at least 10 calendar days
(or 15 calendar days in the case o f 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 may be authorized. For the purposes of this
subparagraph (1), a routine meeting means a
meeting with respect to which no one is soliciting
proxies subject to this § 2 06.5 other than on be
half o f management and at which management
intends to present no matters other than the elec
tion o f directors, election o f inspectors o f elec
tion, and other recurring matters. 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
o f annual meetings, one additional preliminary
copy of the Statement, the form o f proxy, and
any other soliciting material, marked to show
changes from the material sent or given to secu
rity holders with respect to the preceding annual
meeting, shall be filed with the Board.
(2) Three preliminary copies of any additional
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 (exclusive of
Saturdays, Sundays, and holidays) prior to the
date copies o f such material are first sent or given
to security holders, or such shorter period prior
to such date as may be authorized upon a show
ing o f good cause therefor.
(3) Eight copies of each Statement, form of
proxy, and other items o f 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 security hold
ers. Three copies o f such material shall at the same
time be filed with, or mailed for filing to, each
exchange upon which any security o f the bank
is listed.
NOTE: T he definitive m aterial filed with the Board
should be accom panied by a letter over the signature
o f an officer of bank o r its counsel indicating any
m aterial changes which have been m ade therein,
oth er th an those m ade in response to the staff’s com
ments.
(4) If the solicitation is to be made in whole or
in part by personal solicitation, three copies o f all
written instructions or other material that discusses
or reviews, or com m ents upon the merits of, any
matter to be acted upon, and is furnished to the
REGULATION F
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 m a
terial are first sent or given to such individuals, or
such shorter period prior to that date as may be
authorized upon a showing o f good cause therefor.
(5) A ll copies o f 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 o f the United States Government
and the Board may make such inquiries or in
vestigation with respect to the material as may be
necessary for an adequate review thereof. All m a
terial filed pursuant to paragraphs (f)(1), (2),
or (3) o f this section shall be accompanied by a
statement o f the date upon which copies thereof
are intended to be, or have been, sent or given to
security holders. All material filed pursuant to sub
paragraph (4) shall be accompanied by a statement
o f the date upon which copies thereof are intended
to be released to the individuals w ho will make the
actual solicitation.
(6) Copies of replies to inquiries from secu
rity holders requesting further information and
copies o f communications that do no more than
request that forms o f proxy theretofore solicited
be signed, dated, and returned need not be filed
pursuant to this paragraph (f).
(7) Notwithstanding the provisions o f para
graphs (f)(1), (f)(2), and (i)(5), copies of
soliciting material in the form o f 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 o f paragraphs (f)(1), (f)(2), and (i)(5)
shall apply, however, to any reprints or reproduc
tions o f all or any part o f such material.
(8) Where any Statement, form of proxy, or
other material filed pursuant to this paragraph
(f) is revised, two o f the copies o f 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 under
scoring or in some other appropriate manner.
(9) The date that proxy material is “filed” with
(PROXY STATEMENTS) § 206.5
the Board for purposes o f subparagraphs (1),
(2), and (4) o f this paragraph is the date of
receipt o f the material by the Board, not the
date o f mailing to the Board. In computing the
advance filing period for preliminary copies o f
proxy soliciting material referred to in such sub
paragraphs, the filing date of the preliminary m a
terial is to be counted as the first day o f the
period and definitive material should not be
planned to be mailed or distributed to security
holders until after the expiration of such period.
Where additional time is required for final print
ing after receipt o f comm ents, the preliminary
proxy material should be filed as early as pos
sible prior to the intended mailing date.
(10)
Where preliminary copies o f material are
filed with the Board pursuant to this subsection,
the printing o f definitive copies for distribution
to security holders should be deferred until the
com m ents o f the Board’s staff have been re
ceived and considered.
(g)
M ailing com m unications for security hold
ers. If the management o f the bank has made
or intends to make any proxy solicitation subject
to this § 206.5, the bank shall perform such of
the follow ing acts as m ay be requested in writing
with respect to the same subject matter or m eet
ing by any security holder who is entitled to
vote on such matter 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 furnish
to such security holder the following information
as promptly as practicable after the receipt of
such request:
(i) A statement o f the approximate number
o f holders of record o f any class o f securities,
any o f the holders o f which have been or are
to be solicited on behalf o f the management, or
any group of such holders that the security holder
shall designate;
(ii) If the management of the bank has
made or intends to make, through bankers,
brokers, or other persons, any solicitation o f the
beneficial owners of securities o f any class, a state
ment o f the approximate number o f such bene
ficial owners, or any group o f such owners that
the security holder shall designate;
(iii) A n estimate o f the cost o f mailing a
specified proxy statement, form o f proxy, or
other comm unication to such holders, including
insofar as known or reasonably available, the
REGULATION F
§ 206.5 (PROXY STATEMENTS)
estimated handling and mailing costs o f the bank
ers, brokers, or other persons specified in paraparagraph (g)(l)(ii) of this section.
(2)(i) Copies of any proxy statement, form
o f proxy, or other comm unication furnished by
the security holder shall be mailed by the bank
to such o f the holders o f record specified in
paragraph (g)(l)(i) o f this section as the security
holder shall designate. T he bank shall also mail
to each banker, broker, or other persons specified
in paragraph (g)(l)(ii) of this section, a sufficient
number o f copies o f such proxy statement, form of
proxy, or other com m unication as will enable the
banker, broker, or other person to furnish a copy
thereof to each beneficial owner solicited or to be
solicited through him;
(ii) A ny such material that is furnished by the
security holder shall be mailed with reasonable
promptness by the bank after receipt o f a tender
o f the material to be mailed, o f envelopes or
other containers therefor, o f postage or payment
for postage, and of evidence that such materia]
has been filed with the Board pursuant to para
graph (f). The bank need not, however, mail
any such material that relates to any matter to
be acted upon at an annual meeting o f security
holders prior to the earlier o f (a) a day cor
responding to the first date on which manage
ment proxy soliciting material was released to
security holders in connection with the last an
nual meeting o f security holders, or (b) the first
day on which solicitation is made on behalf o f
management. With respect to any such material
that relates to any matter to be acted upon by
security holders otherwise than at an annual m eet
ing, such material need not be mailed prior to
the first day on which solicitation is made on
behalf of management;
(iii) Neither the management nor the bank
shall be responsible for such proxy statement,
form o f proxy, or other communication.
(3) In lieu o f performing the acts specified
above, the bank may, at its option, furnish
promptly to such security holder a reasonably
current list o f the names and addresses of such
o f the holders o f record specified in paragraph
(g)(l)(i) o f this section as the security holder shall
designate, and a list o f the names and addresses
o f the bankers, brokers, or other persons specified
in paragraph (g)(l)(ii) o f this section as the security
holder shall designate together with a statement
of the approximate number o f beneficial owners
solicited or to be solicited through each such
banker, broker, or other person and a schedule
of the handling and mailing costs o f each such
banker, broker, or other person, if such schedule
has been supplied to the m anagem ent o f the bank.
The foregoing information shall be furnished
promptly upon the request of the security holder
or at daily or other reasonable intervals as it be
com es available to the management of the bank.
(h) False or misleading statements. (1) N o
solicitation or comm unication subject to this sec
tion shall be made by means o f any Statement,
form of proxy, notice o f meeting, or other com
munication, written or oral, containing any state
ment that, at the time and in the light o f the
circumstances under which it is made, is false
or misleading with respect to any material fact,
or that omits to state any material fact necessary
in order to make the statements therein not false
or misleading or necessary to correct any state
ment in any earlier com m unication with respect
to the solicitation o f a proxy for the same meet
ing or subject matter that has becom e false or
misleading. Depending upon particular circum
stances, the following m ay be misleading within
the meaning o f this paragraph: predictions as to
specific future market values, earnings, or divi
dends; material that directly or indirectly impugns
character, integrity, or personal reputation, or
directly or indirectly makes charges concerning
improper, illegal, or immoral conduct or asso
ciations, without factual foundation; failure so to
identify a Statement, form o f proxy, and other
soliciting material as clearly to distinguish it
from the soliciting material o f any other person
or persons soliciting for the same m eeting or
subject matter; claims made prior to a meeting
regarding the results o f a solicitation.
(2)
The fact that a proxy statement, form of
proxy, or other soliciting material has been filed
with or reviewed by the Board or its staff shall
not be deemed a finding by the Board that such
material is accurate or com plete or not false or
misleading, or that the Board has passed upon
the merits o f or approved any statement therein
or any matter to be acted upon by security hold
ers. N o representation contrary to the foregoing
shall be made.
(i) Special
contests.
provisions
applicable
to
election
(1) Solicitations to w hich this paragraph applies.
This paragraph (i) applies to any solicitation sub
ject to this § 206.5 by any person or group o f
persons for the purpose of opposing a solicitation
REGULATION F
subject to this section by any other person or
group o f persons with respect to the election or
removal o f directors at any annual or special
meeting o f security holders.
(2) Participant defined.
(i) F or purposes o f this paragraph (i) the
terms “participant” and “participant in a solicita
tion” include the following:
(a ) the bank;
( b ) any director o f the bank, and any
nominee for w hose election as a director proxies
are solicited;
( c ) any comm ittee or group that solicits
proxies, any m em ber o f such comm ittee or group,
and any person whether or not named as a m em
ber w ho, acting alone or with one or more other
persons, directly or indirectly, takes the initiative
in organizing, directing, or financing any such
comm ittee or group;
( d ) any person w ho finances or joins with
another to finance the solicitation of proxies, ex
cept persons w ho contribute not more than $500
and who are not otherwise participants;
( e ) any person w ho lends m oney or fur
nishes credit or enters into any other arrange
ments, pursuant to any contract or understanding
with a participant, for the purpose of financing
or otherwise inducing the purchase, sale, holding,
or voting o f securities o f the bank by any partici
pant or other person, in support o f or in opposi
tion to a participant, except a member or non
member bank, broker, or dealer w ho, in the
ordinary course of business, lends m oney or exe
cutes orders for the purchase or sale o f securities
and who is not otherwise a participant; and
( / ) any other person w ho solicits proxies.
(ii) Such terms do not include:
(a ) any person or organization retained or
em ployed by a participant to solicit security hold
ers and whose activities are limited to the per
form ance o f his or its duties in the course of such
retention or employment, or any person who
merely transmits proxy soliciting material or per
forms ministerial or clerical duties;
( b ) any person employed by a participant
capacity of attorney, accountant, or adver
public relations, or financial adviser, and
activities are limited to the performance
duties in the course o f such employment;
(c ) any person regularly em ployed as an
officer or em ployee of the bank or any of its
subsidiaries w ho is not otherwise a participant; or
( d ) any officer or director of, or any per
son regularly em ployed by, any other participant,
in the
tising,
whose
o f his
(PROXY STATEMENTS) § 206.5
if such officer, director, or em ployee is not other
wise a participant.
(3)
Filing o f inform ation required by Form
F-6. (i) N o solicitation subject to this para
graph (i) shall be made by any person other
than the m anagem ent o f the bank unless at least
five business days prior thereto, or such shorter
period as the Board m ay authorize upon a show
ing o f good cause therefor, there has been filed
with the Board and with each exchange upon
which any security o f the bank is listed, by or
on behalf o f each participant in such solicitation,
a statement in duplicate containing the informa
tion specified by Form F-6.
(ii) Within five business days after a solicita
tion subject to this paragraph (i) is m ade by the
managem ent of the bank, or such longer period
as the Board m ay authorize upon a showing o f
good cause therefor, there shall be filed with the
Board and with each exchange upon which any
security o f the bank is listed, by or on behalf of
each participant in such solicitation, other than
the bank, a statement in duplicate containing the
information specified by Form F-6.
(iii) 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 co n
taining the information specified in Form F-6
shall be filed by or on behalf o f each participant
in such prior solicitation, other than the bank,
as soon as reasonably practicable after the co m
mencem ent o f the solicitation in opposition
thereto, with the Board and with each exchange
on which any security o f the bank is listed.
(iv ) If, subsequent to the filing o f the
statements required by subparagraphs ( i ) , (ii) ,
and (iii) above, additional persons becom e partici
pants in a solicitation subject to this paragraph
( i ) , there shall be filed, with the Board and each
appropriate exchange, by or on behalf o f each
such person a statement in duplicate 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
m ay authorize upon a showing o f good cause
therefor.
(v) If any material change occurs in the
facts reported in any statement filed by or on
behalf o f any participant, an appropriate am end
ment to such statement shall be filed promptly
with the Board and each appropriate exchange.
(vi) Each statement and amendm ent thereto
§ 206.5 (PROXY STATEMENTS)
filed pursuant to this paragraph (i) shall be part
o f the official public files o f the Board and shall
be deemed a comm unication subject to the pro
visions of paragraph (h ) o f this § 206.5.
(4) Solicitations prior to furnishing required
Statement. Notwithstanding the provisions of
§ 2 0 6 .5 ( a ) , a solicitation subject to this para
graph (i) of this section m ay be made prior to
furnishing security holders a written Statement
containing the information specified in Form F-5
with respect to such solicitations if (i) the state
ments required by paragraph (3 ) of this para
graph (i) are filed by or on behalf o f each partici
pant in such solicitation; (ii) no form o f proxy is
furnished to security holders prior to the time the
Statement is furnished to security holders, except
that paragraph (i)(4)(ii) of this section shall not
apply where a Statement then meeting the require
ments of Form F-5 has been furnished to security
holders by or on behalf o f the person making the
solicitation; (iii) at least the information specified
in Items 2 ( a ) and 3 ( a ) of the statement required
by paragraph ( i ) ( 3 ) o f this section to be filed
by each participant, or an appropriate summary
thereof, is included in each comm unication sent
or given to security holders in connection with
the solicitation; and (iv) a written Statement
containing the information specified in Form F-5
with respect to a solicitation 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 furnishing
of the proxy statement required by § 2 0 6 .5 (a )
shall be filed with the Board in preliminary form,
at least five business days prior to the date copies
o f such material are first sent or given to security
holders, or such shorter period as the Board may
authorize upon a showing o f good cause therefor.
(6) Application o f this paragraph to annual re
port. Notwithstanding the provisions o f § 206.5(c),
three copies o f any portion o f the annual report
referred to in that paragraph that com m ents upon
or refers to any solicitation subject to this para
graph ( i ) , or to any participant in any such
solicitation, other than the solicitation by the
management, shall be filed with the Board as
proxy material subject to this § 206.5. Such por
tion o f 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) A pplication o f paragraph (f). T he pro
REGULATION F
visions o f subparagraphs ( 3 ) , ( 4 ) , ( 5 ) , ( 6 ) , and
(7 ) of paragraph ( f ) o f this § 206.5 shall apply,
to the extent pertinent, to soliciting material sub
ject to subparagraphs (5 ) and (6 ) of this para
graph ( i ) .
(8) U se o f reprints or reproductions. In any
solicitation subject to this paragraph ( i ) , solicit
ing material that includes, in whole or in part,
any reprints or reproductions of any previously
published material shall:
(i) state the name o f the author and publica
tion, the date o f prior publication, and identify
any person w ho is quoted without being named
in the previously published material.
(ii) except in the case o f a public official
document or statement, state whether or not the
consent o f the author and publication has been
obtained to the use of the previously published
material as proxy soliciting material.
(iii) if any participant using the previously
published material, or anyone on his behalf, paid,
directly or indirectly, for the preparation or prior
publication o f the previously published material,
or has made or proposes to make any payments
or give any other consideration in connection with
the publication or republication o f such material,
state the circumstances.
(j) Prohibition o f certain solicitations. N o
person making a solicitation that is subject to
this § 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.
(k) Proposals o f security holders. (1) If any
security holder entitled to vote at a meeting of
security holders o f the bank shall submit to the
management of the bank, within the time herein
after specified, a proposal which is accompanied
by notice o f his intention to present the proposal
for action at the meeting, the management shall
set forth the proposal in its Statement. If man
agement issues a proxy statement, it shall identify
the proposal in its form o f proxy and provide
means by which security holders can either ap
prove or disapprove the proposal. If management
issues an information statement, it shall identify
the proposal and indicate the disposition proposed
to be made of the proposal by the management
at the meeting. The managem ent of the bank shall
not be required by this paragraph to include the
proposal in its Statement or form of proxy for
an annual meeting unless the proposal is received
by the management at the bank’s principal execu
REGULATION F
tive offices not less than 70 days in advance of a
date corresponding to the date set forth on the
managem ent’s Statement released to security hold
ers in connection with the last annual meeting of
security holders. A proposal to be presented at any
other meeting shall be received by the manage
ment o f the bank a reasonable time before the
solicitation is made. This paragraph (k ) of this
section shall not apply, however, to elections of
officers or to counter proposals to matters to be
submitted by the management.
N O T E : In ord e r to curtail controversy as to the
date th a t a security h o ld e r’s p roposal w as received
by the m anagem ent, it is suggested th a t security h o ld
ers subm it their proposals by Certified M ail— R eturn
Receipt Requested.
( 2 ) If the management opposes the proposal, it
shall also, at the written request o f the security
holder, include in the proxy statement (i) the
name and address o f the security holder, or a
statement that such name and address will be fur
nished upon request, and (ii) a statement o f the
security holder (w hich shall not include such
name and address) o f not more than 2 00 words
in support o f the proposal. A n y statements in the
text of a proposal, such as a preamble or
“whereas” clauses, which are in effect arguments
in support o f the proposal, shall be deem ed part
of the supporting statement and subject to the
200-w ord limitation thereon. The statement and
request o f the security holder shall be furnished to
the managem ent at the same time that the pro
posal is furnished. Neither the management nor
the bank shall be responsible for such statement.
(3) Notwithstanding subparagraphs (1) and
(2) o f this paragraph, the management may omit
a proposal and any statement in support thereof
from its proxy statement and form of proxy under
any o f the follow ing circumstances:
(i) if the proposal is impossible to accomplish
or, under applicable law, is not a proper subject
for action by security holders; or
(ii) if the proposal consists o f a recomm enda
tion or request that the management take action
with respect to a matter relating to the conduct of
the ordinary business operations o f the bank; or
(iii) if it appears that the proposal is submitted
by the security holder principally for the purpose
of enforcing a personal claim or redressing a per
sonal grievance against the bank or its m anage
ment, or principally for the purpose o f promoting
general economic, political, racial, religious, so
cial, or similar causes; or
(PROXY STATEMENTS) § 206.5
(iv) if the management has at the security
holder’s request included a proposal in its proxy
statement and form o f proxy relating to either of
the two preceding annual meetings o f security
holders or any special meeting held subsequent to
the earlier of such two annual meetings, and such
security holder has failed without good cause to
present the proposal, in person or by proxy, for
action at the meeting; or
(v) if substantially the same proposal has pre
viously been submitted to security holders in the
managem ent’s proxy statement and form o f proxy
relating to any meeting of security holders held
within the preceding five calendar years, it may
be omitted from the proxy statement relating to
any meeting o f security holders held within the
three calendar years after the latest such previous
submission, provided that (a ) if the proposal was
submitted at only one meeting during such pre
ceding period, it received less than 5 per cent of
the total number o f votes cast in regard thereto,
or (b ) if the proposal was submitted at only two
meetings during such preceding period, it received
at the time of its second submission less than 10
per cent of the total number of votes cast in re
gard thereto, or ( c ) if the proposal was submitted
at three or more meetings during such period, it
received at the time o f its latest submission less
than 20 per cent o f the total number of votes cast
in regard thereto; or
(vi) if, prior to the receipt of such proposal,
substantially the same proposal has been received
by the management from another security holder
and is to be included in the bank’s proxy solicit
ing material.
N O T E : Proposals n o t within the b a n k ’s c ontrol are
those w hich are beyond its p ow er to effectuate.
(4)
W henever the management asserts that a
proposal and any statement in support thereof
may properly be omitted from its statement and
form of proxy, it shall file with the Board, not
later than 30 days prior to the date the preliminary
copies o f the statement and form o f proxy are filed
pursuant to § 206.5 (f)(1) or such shorter period
prior to such date as the Board may permit, a copy
of the proposal and any statement in support
thereof as received from the security holder,
together with a statement o f the reasons why the
management deems such omission to be proper in
the particular case, and, where such reasons are
based on matters of law, a supporting opinion of
counsel. The management shall at the same time, if
§ 206.5 (PROXY STATEMENTS)
it has not already done so, notify the security
holder submitting the proposal o f its intention
to omit the proposal from its proxy statement
and shall forward to him a copy o f the statement
o f the reasons why the management deems the
omission o f the proposal to be proper and a copy
of such supporting opinion o f counsel.
(1) Invitations for tenders. (1) N o person, di
rectly or indirectly, by use of the mails or by any
means or instrumentality o f interstate comm erce
or o f any facility o f a national securities exchange
or otherwise, shall make a tender offer for, or a
request or invitation for tenders of, any class o f
any equity security, which is registered pursuant
to section 12 o f the Act, o f a member State bank
if, after consumm ation thereof, such person 'would,
directly or indirectly, be the beneficial owner of
more than 10 per cent o f such class, unless, at
the time copies o f the offer or request or invita
tion are first published or sent or given to security
holders, such person has filed with the Board a
statement containing the information and exhibits
required by Form F -l 1: Provided, how ever, That
any person making a tender offer for or a request
or invitation for tenders which com m enced prior
to August 6, 1968, shall, if such offer, request or
invitation continues after such date, file the state
ment required by this paragraph on or before
August 15, 1968.
(2 ) If any material change occurs in the facts
set forth in the statement required by subpara
graph ( 1 ) , the person w ho filed such statement
shall promptly file with the Board an amendment
disclosing such change.
( 3 ) All tender offers for, or requests or invi
tations for tenders of, securities published or sent
or given to the holders of such securities shall
include the following information:
(i) T he name o f the person making the ten
der offer, request or invitation;
(ii) The exact dates prior to which, and after
which, security holders w ho deposit their securities
will have the right to withdraw their securities pur
suant to section 1 4 ( d ) ( 5 ) o f the Act, or other
wise;
(iii) If the tender offer or request or invita
tion for tenders is for less than all of the outstand
ing securities o f the class and the person making
the offer, request or invitation is not obligated to
purchase all o f the securities tendered, the date of
expiration of the period during which the securi
ties will be taken up pro rata pursuant to section
1 4 (d ) ( 6 ) o f the Act, or otherwise; and
(iv ) The information required by Items 2 ( a )
REGULATION F
and ( c ) , 3, 4, 5 and 6 of Form F - l l , or a fair
and adequate summary thereof, and shall be filed
with the Board as part o f the statement required
by paragraph (1 ) o f this section.
( 4 ) A n y additional material soliciting or re
questing such tender offers subsequent to the in
itial solicitation or request shall contain the name
o f the persons making such solicitation or request
and the information required by Items 2 ( a ) and
( c ) , 3, 4, 5 and 6 o f Form F - l l , or a fair and
adequate summary thereof: Provided, h ow ever,
That such material m ay omit any of such informa
tion previously furnished to the persons solicited
or requested for tender offers. Copies o f such ad
ditional material soliciting or requesting such ten
der offers shall be filed with the Board not later
than the time copies of such material are first
published or sent or given to security holders.
(5 ) If any securities to be offered in con nec
tion with the tender offer for, or request or invi
tation for tenders of, securities with respect to
which a statement is required to be filed pursuant
to paragraph ( 1 ) o f this section, have been or
are to be registered under the Securities A ct of
1933, a copy o f the prospectus containing the in
formation required to be included therein under
that Act shall be filed as an exhibit to such state
ment. A ny information contained in the prospec
tus may be incorporated by reference in such
statement.
(6 ) W hen a person makes a tender offer for,
or request or invitation for tenders of, any class
o f equity securities o f a bank registered pursuant
to section 12 of the Act, and such person has
filed a statement with the Board pursuant to this
section, any other person controlling, controlled
by, or under com m on control ( “control person” )
with the issuing bank which bank is prohibited
by R.S. 5201 (12 U .S.C. 83) from purchasing,
with certain exceptions, shares o f its own capital
stock shall not thereafter, during the period such
tender offer, request or invitation continues, pur
chase any class of equity securities o f the issuing
bank unless:
(i)
T he control person has filed with the
Board a statement containing the information spe
cified below with respect to proposed purchases;
(A) The title and amount o f equity securities
to be purchased, the names o f the persons or
classes o f persons from whom , and the market in
which, the securities are to be purchased, includ
ing the name of any exchange on which the pur
chase is to be made:
(B) The purpose for which the purchase is to
REGULATION F
(PROXY STATEMENTS) § 206.5
not later than 10 days prior to the date specified
be made and any plan or proposal for the dis
in the offer, request or invitation, as the last date
position of such securities; and
(C)
The source and amount o f funds or other on which tenders will be accepted, or such shorter
periods as the Board may authorize) advise secu
consideration used or to be used in making the
rity holders as to the m anagem ent’s recomm enda
purchases, and if any part of the purchase price
tion to accept or reject the offer, request or invi
or proposed purchase price is represented by
tation, and (3) request security holders to defer
funds or other consideration borrowed or other
making a determination as to whether or not they
w ise obtained for the purpose o f acquiring, hold
should accept or reject the offer, request or invi
ing, or trading the securities, a description o f the
tation until they have received the managem ent’s
transaction and the names of the parties thereto.
(ii)
The control person has at any time withinrecommendation with respect thereto.
(m) R ecom m endations as to tender offers. (1)
the past six months sent or given to the equity
N o solicitation or recommendation to the holders
security holders o f the issuing bank the substance
of a security to accept or reject a tender offer or
o f the information contained in the statement re
request or invitation for tenders subject to section
quired by subparagraph (l)(6)(i) o f this section.
14(d) o f the A ct shall be made unless, at the time
(7) Eight copies o f the statement required by
copies o f the solicitation or recommendation are
subparagraph (1) o f this paragraph, every amend
first published or sent or given to holders o f the
ment to such statement, and all other material
security, the person making such solicitation or
required by this section shall be filed with the
recommendation has filed with the Board a state
Board.
ment containing the information specified by
(8) Certain communications. T he following
Form F - l 2: Provided, however, That this para
comm unications shall not be deemed to be re
graph shall not apply to (i) a person required by
quests or invitations for tenders:
§ 206.5(/) to file a statement, or (ii) a person,
(i) Offers to purchase securities made in con
other than the bank or the management of the
nection with a distribution o f securities permitted
bank, w ho makes no written solicitations or rec
by Rules 10b-6, 10b-7 and 10b-8 under the A ct
omm endations other than solicitations or recom
as promulgated by the Securities and Exchange
mendations copies of which have otherwise been
C ommission (17 C FR §§ 240.1 Ob-6, 10b-7 and
10b-8).
filed with the Board.
(2) If any material change occurs in the facts
(ii) The call or redemption o f any security in
set forth in the statement required by subpara
accordance with the terms and conditions o f the
graph (1), the person who filed such statement
governing instruments.
shall promptly file with the Board an amendment
(iii) Offers to purchase securities evidenced by
disclosing such change.
a script certificate, order form or similar docu
(3) A n y written solicitation or recommendation
ment which represents a fractional interest in a
to the holders o f a security to accept or reject a
share o f stock or similar security.
tender offer or request or invitation for tenders
(iv) Offers to purchase securities pursuant to
subject to section 14(d) o f the Act shall include
a statutory procedure for the purchase o f dissent
the name o f the person making such solicitation
ing shareholders’ securities.
or recommendation and the information required
(v) The furnishing of information and advice
by Items 1(b) and 2(b) of Form F - l 2, or a fair
regarding a tender offer to customers or clients
and adequate summary thereof: Provided, h ow
by attorneys, member or nonmember banks, bro
ever, That such written solicitation or recom m en
kers, fiduciaries or investment advisers, w ho are
dation may omit any o f such information previ
not otherwise participating in the tender offer or
ously furnished to the persons to w hom the solici
solicitation, on the unsoliciated request of a per
tation or recommendation is made.
son or pursuant to a general contract for advice
to the person to w hom the information or advice
(n) Change in majority o f directors. If, pur
is given.
suant to any arrangement or understanding with
the person or persons acquiring securities in a
(vi) A com m unication from a bank to its secu
transaction subject to section 13(d) or 14(d) of
rity holders which does no more than (1) identify
the Act, any persons are to be elected or desig
a tender offer or request or invitation for tenders
nated as directors o f the bank, otherwise than at
made by another person, (2) state that the man
a meeting o f security holders, and the persons so
agement o f the bank is studying the matter and
elected or designated will constitute a majority of
will, on or before a specified date (which shall be
§206.6 (INSIDERS’ R EPO RTS)
the directors of the bank, then, not less than 10
days prior to the date any such person takes office
as a director, or such shorter period prior to that
date as the Board m ay authorize upon a showing
of good cause therefor, the bank shall file with the
Board and transmit to all holders o f record of
securities o f the bank w ho would be entitled to
vote at a meeting for election o f directors, infor
mation substantially equivalent to the information
which would be required by Items 5(a), (d), (e)
and (f), 6 and 7 o f Form F-5 to be transmitted
if such person or persons were nominees for elec
tion as directors at a meeting o f such security
holders.
(o)
Solicitation prior to furnishing required
proxy statement. (1) Notwithstanding the provi
sions o f § 206.5(a), a solicitation (other than one
subject to § 2 0 6 .5(i)) m ay be made prior to fur
nishing security holders a written proxy statement
containing the information specified in Form F-5
with respect to such solicitation if—
R EG U LA TIO N F
SE C T IO N 2 06.6 — “IN S ID E R S ’ ”
SE C U R IT IE S T R A N S A C T IO N S A N D
R EPO R TS U N D E R SE C T IO N 16
OF THE ACT
(a)
Filing o f statements by directors, officers,
and principal stockholders. (1) Initial statements
of beneficial ownership o f equity securities of a
bank required by section 16(a) o f the Act, and
statements of changes in such beneficial owner
ship, shall be prepared and filed in accordance
with the requirements o f Form F-7 and Form F-8,
respectively.
(2) A person who is already filing statements
with the Board pursuant to section 16(a) need not
file an additional statement on Form F-7 when an
additional class of equity securities of the same
bank becomes registered or when he assumes an
other or an additional relationship to the bank;
for example, w hen an officer becomes a director.
(3) A ny bank that has equity securities listed
(i) The solicitation is made in opposition to a
on more than one national securities exchange
prior solicitation or an invitation for tenders or
may designate one o f them as the only exchange
other publicized activity, which if successful,
with which reports pursuant to section 16(a) need
could reasonably have the effect of defeating the
be filed. Such designation shall be filed with the
action proposed to be taken at the meeting;
Board and with each national securities exchange
on which any equity security o f the bank is listed.
(ii) N o form o f proxy is furnished to security
After the filing of such designation the securities
holders prior to the time the written proxy state
o f such bank shall be exempted with respect to
ment required by § 206.5(a) is furnished to secu
the filing o f statements pursuant to section 16(a)
rity holders: P ro vid ed, how ever, That this sub
with any exchange other than the designated
paragraph (ii) shall not apply where a proxy state
exchange.
ment then meeting the requirements o f Form F-5
(4) Any director or officer w ho is required to
has been furnished to security holders by or on
file a statement on Form F-8 with respect to any
behalf of the person making the solicitation;
change in his beneficial ownership o f equity secu
rities which occurs within six months after he
(iii) The identity o f the person or persons by
became a director or officer of the bank issuing
or on whose behalf the solicitation is made and a
such securities, or within six months after equity
description of their interests, direct or indirect, by
securities o f such bank first became registered
security holdings or otherwise, are set forth in
pursuant to section 12 o f the Act, shall include
each comm unication sent or given to security
in the first such statement the information called
holders in connection with the solicitation; and
for by Form F-8 with respect to all changes in
(iv) A written proxy statement meeting the re
his beneficial ownership of equity securities o f
quirements o f this section is sent or given to secu
such bank which occurred within 6 months prior
rity holders at the earliest practicable date.
to the date of the changes which require the filing
(2)
Three copies o f any soliciting material pro of such statement.
posed to be sent or given to security holders prior
(5) A ny person who has ceased to be a di
to the furnishing o f the written proxy statement
rector or officer o f a bank which has equity secu
required by § 206.5(a) shall be filed with the
rities registered pursuant to section 12(g) o f the
Board in preliminary form at least 5 business
Act, or who is a director or officer of a bank at
days prior to the date definitive copies o f such
the time it ceased to have any equity securities so
material are first sent or given to security holders,
registered, shall file a statement on Form F-8
or such shorter period as may be authorized.
with respect to any change in his beneficial owner
REGULATION F
ship of equity securities of such bank which shall
occur on or after the date on which he ceased
to be such director or officer, or the date on
which bank ceased to have any equity securities
so registered, as the case may be, if such change
shall occur within 6 months after any change in
his beneficial ownership of such securities prior
to such date. The statement on Form F-8 shall
be filed within 10 days after the end of the month
in which the reported change in beneficial owner
ship occurs.
(b) Ownership o f more than 10 per cent o f a
class o f equity securities. (1) In determining for
the purpose of section 16(a) of the Act whether
a person is the beneficial owner, directly or in
directly, of more than 10 percent of any class of
equity securities, such person shall be deemed to
be the beneficial ow ner of securities of such class
which such person has the right to acquire
through the exercise of presently exercisable op
tions, warrants or rights or through the conver
sion of presently convertible securities. The secu
rities subject to such options, warrants, rights or
conversion privileges held by a person shall be
deemed to be outstanding for the purpose of com
puting the percentage of outstanding securities of
the class owned by such person but shall be not be
deemed outstanding for the purpose of computing
the percentage of the class owned by any other
person. This subparagraph shall not be construed
to relieve any person o f any duty to comply with
section 16(a) of the Act with respect to any equity
securities consisting of options, warrants, rights or
convertible securities which are otherwise subject
as a class to section 16(a) of the Act.
(2) F or the purpose of this paragraph a person
acting in good faith may rely on the information
contained in the latest Form F -l, F-1B or F-2
filed with the Board under § 206.4 with respect
to the am ount of securities of the class outstand
ing or in the case of voting trust certificates or
certificates of deposit the am ount thereof issuable.
(3) F or the purpose of determining percentage
ownership of voting trust certificates or certificates
of deposit for equity securities, the class of voting
trust certificates or certificates of deposit shall be
deemed to consist of the amount of voting trust
certificates or certificates of deposits issuable with
respect to the total amount of outstanding equity
securities of the class which may be deposited
under the voting trust agreement or deposit agree
ment in question, whether or not all of such out
standing securities have been so deposited.
(c) D isclaim er o f beneficial ownership. Any
(INSIDERS’ REPORTS) § 206.6
person filing a statement may expressly declare
therein that the filing of such statement shall not
be construed as an admission that such person is,
for the purpose of section 16 of the Act the bene
ficial owner of any equity securities covered by
the statement.
(d)
Ownership o f securities held in trust. (1)
Beneficial ownership of a bank’s securities for the
purpose of section 16(a) shall include:
(i) the ownership of such securities as a
trustee where either the trustee or members of
his immediate family have a vested interest in the
income or corpus of the trust,
(ii) the ownership of a vested beneficial inter
est in a trust, and
(iii) the ownership of such securities as a
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 paragraph (d)(3) of
this section, 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) of the A ct where less than 20 per
cent in market 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 sec
tion 16(a) of the Act or would be required but
for an exemption by the Securities and Exchange
Commission, the Comptroller of the Currency, or
the Federal Deposit Insurance Corporation simi
lar to the exemption provided for by this sentence.
Exemption from section 16(a) of the Act is like
wise accorded with respect to any obligation that
would otherwise be imposed solely by reason of
ownership as settlor or beneficiary of a bank’s
securities held in trust, where the ownership, ac
quisition, or disposition of such securities by the
trust is made without prior approval by the settlor
or beneficiary. N o exemption pursuant to this sub
paragraph 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) of the Act.
(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) of the Act.
(4) N ot more than one report need be filed to
§206.6 (INSIDERS’ REPORTS)
REGULATION F
report any holdings of a b ank’s securities or with
the filing of such statement is otherwise not re
respect to any transaction in such securities held
quired.
by a trust, regardless of the num ber of officers,
(ii) The right of a pledgee or borrower of
directors, or 10 p er cent stockholders who are
securities to sell the pledge or borrowed securities
either trustees, settlors, or beneficiaries of a trust
is not an option or right to sell securities within
if the report filed discloses the names of all
the meaning of this paragraph. However, the sale
trustees, settlors, and beneficiaries who are offi
o f the pledged or borrow ed securities by the
cers, directors, or 10 per cent stockholders. A
pledgee o r borrower shall be reported by the
person having an interest only as a beneficiary
pledgor or lender.
of a trust shall not be required to file any such
(iii) The right to acquire securities, or the
report so long as he relies in good faith upon an
obligation to dispose of securities, in connection
understanding that the trustee of such trust will
with a merger or consolidation involving the bank
file whatever reports might otherwise be required
issuing the securities is not a right or obligation
of such beneficiary.
to buy or sell securities within the meaning of
(5) In determining, for the purposes o f p ara
this paragraph.
graph (a) o f this § 206.6, whether a person is
(2) F o r the purpose of section 16(a) of the Act
the beneficial owner, directly or indirectly, of
both the grantor and the holder of any presently
more than 10 p e r cent of any class of equity
exercisable put, call, option o r other right or obli
securities o f a bank, the interest of such person in
gation to buy or sell securities shall be deemed
the remainder of a trust shall be excluded.
to be beneficial owners o f the securities subject
(6) N o report shall be required by any person,
to such right or obligation until it is exercised or
whether o r not otherwise subject to the require
cancelled or expires.
ment of filing reports und er section 16(a), with
(3) Notwithstanding the foregoing, a statement
respect to his indirect interest in portfolio secu
need not be filed pursuant to section 16(a) of the
rities held by
Act (i) by any person with respect to the acquisi
(i) any holding company registered under the
tion, expiration or cancellation o f any nontransPublic Utility Holding Com pany Act,
ferable, qualified, restricted o r other stock option
(ii) any investment company registered under
granted by the bank with respect to securities to
the Investment Com pany Act,
which the option relates pursuant to a plan pro
(iii) a pension o r retirement plan holding
vided for the benefit of the bank’s employees or
securities of a bank whose employees generally
the employees of the bank’s affiliates if such plan
are the beneficiaries of the plan, or
meets the condition specified in § 206.6(1), or (ii)
(iv) a business trust with over 25 benefici
by any bank with respect to any put, call, option
aries.
o r other right or obligation to buy or sell securi
(e)
Certain transactions subject to section 16(a) ties o f which it is the issuer.
o f the A ct. (1) The granting, acquisition o r dis
NOTE: A n option, otherw ise non transferable, is
position of any presently exercisable put, call,
de em e d to be n o n tran s fera b le even th o u g h it m a y be
disposed o f by will o r by descent a n d distribution
option, or other right o r obligation to buy secu
u p o n the de ath of the holder.
rities from, or to sell securities to, another person,
or any expiration or cancellation thereof shall be
(f) E xem ption from section 16 o f securities
deemed to effect such a change in the beneficial
purchased or sold by odd-lot dealers. A bank’s
ownership of the bank’s security to which the
securities purchased or sold by an odd-lot dealer
right or obilgation relates as to require the filing
(1) in odd lots so far as reasonably necessary to
of a statement reflecting the granting, acquisition
carry on odd-lot transactions, o r (2) in round lots
o r disposition of such right or obligation. Nothing
to offset odd-lot transactions previously or simul
in paragraph (e) of this section, however, shall
taneously executed or reasonably anticipated in
exempt any person from filing the statements re
the usual course of business, shall be exempt from
quired upon the exercise of such put, call, option
the provisions of section 16 with respect to par
or other right or obligation to buy or sell secu
ticipation by such odd-lot dealer in such trans
rities.
actions.
(i)
If any such right or obligation is not ini (g) Exem ption o f sm all transactions from sec
tion 16(a) o f the A ct. (1) A ny acquisition of a
tially exercisable, the granting and acquisition
thereof shall be reported in a statement filed for
bank’s securities shall be exempt from section
the m onth in which it became exercisable, unless
16(a) of the A ct where
REGULATION F
(i) the person effecting the acquisition does
not within six months thereafter effect any dis
position, otherwise than by way of gift of securi
ties of the same class, and
(ii) the person effecting such acquisition does
not participate in acquisitions or in dispositions of
securities of the same class having a total market
value in excess of $3,000 for any six-month pe
riod during which the acquisition occurs.
(2) A ny acquisition or disposition of a b ank’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) of the Act and m ay be ex
cluded from the computations prescribed in p ara
graph (g) (1) (ii) of this section.
(3) A ny person exempted by paragraphs (g)
(1) or (2) of this section shall include in the first
report filed by him after a transaction within the
exemption a statement showing his acquisitions
and dispositions fo r each six-month period o r por
tion thereof that has elapsed since his last filing.
(h) Tem porary exem ption o f certain persons
from sections 16(a) and (b) o f the A ct. During the
period of 12 months following their appointment
and qualification, a bank’s securities held by the
following persons shall be exempt from sections
16(a) and 16(b) of the Act:
(1) executors or administrators of the estate of
a decedent;
(2) guardians or committees for an incompe
tent; and
(3) receivers, trustees in bankruptcy, assignees
for the benefit of creditors, conservators, liqui
dating agents, and similar persons duly authorized
by law to administer the estate o r assets of other
persons.
After the 12-month period following their a p
pointment and qualification the foregoing persons
shall be required to file reports under section 16(a)
with respect to a b an k ’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) Exem ption from section 16(b) o f transac
tions that need not be reported under section
16(a). Any transaction that has been or shall be
exempted by the Board from the requirements of
section 16(a) shall, insofar as it is otherwise sub
ject to the provisions of section 16(b), be likewise
exempted from section 16(b).
(INSIDERS’ REPORTS) § 206.6
(j) E xem ption from section 16(b) o f certain
transactions by registered investm ent com panies.
A ny 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 sec
tion, if the transaction is effected by an investment
company registered under the Investment C om
pany Act of 1940 and both the purchase and sale
of such security have been exempted from the
provisions of section 17(a) of the Investment
Com pany A ct of 1940 by an order of the Secu
rities and Exchange Commission entered pursuant
to section 17(b) of that Act.
(k) E xem ption from section 16(b) o f certain
transactions effected in connection with a distribu
tion. (1) A ny transaction of purchase and sale, or
sale and purchase, of an equity security o f a bank
that is effected in connection with the distribution
of a substantial block of such securities shall be
exempt from the provisions 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:
(i) The person effecting the transaction is
engaged in the business of distributing securities
and is participating in good faith, in the ordinary
course of such business, in the distribution of
such block of securities;
(ii) T he security involved in the transaction
is (a ) a part of such block of securities and is
acquired by the person effecting th e transaction,
with a view to the distribution thereof, from the
bank o r other person on whose behalf such secu
rities are being distributed or from a person who
is participating in good faith in the distribution
of such block of securities, or ( b ) a security pu r
chased in good faith by o r for the account o f the
person effecting the transaction for the purpose
of stabilizing the m arket price of securities o f the
class being distributed or to cover an over-allot
ment or other short position created in connection
with such distribution; and
(iii) Other persons not within the purview of
section 16(b) are participating in the distribution
of such block of securities on terms at least as
favorable as those on which such person is p ar
ticipating and to an extent at least equal to the
aggregate participation of all persons exempted
from the provisions of section 16(b) by paragraph
(k) of this section. However, the perform ance of
the functions of manager of a distributing group
and the receipt of a bona fide payment for per
forming such functions shall not preclude an
§206.6 (INSIDERS’ REPORTS)
REGULATION F
exemption that would otherwise be available under
known address of the security holders of record
this paragraph.
within 30 days prior to the date of mailing. Eight
(2)
The exemption of a transaction pursuant to copies of such written information shall be filed
this paragraph (k) with respect to the participa
with, or mailed for filing to, the Board not later
tion therein of one party thereto shall not render
than the date on which it is first sent or given to
such transaction exempt with respect to participa
security holders of the bank.
tion of any other party therein unless such other
(2)
If the selection of any director o r officer of
party also meets the conditions of this paragraph.
the bank to w hom stock may be allocated (or to
(1) Exem ption from section 16(b) o f acquisi
whom qualified, restricted, or employee stock p ur
tions o f shares o f stock and stock options under
chase plan stock options may be granted pursuant
certain stock bonus, stock option, or similar plans.
to the plan) or the determination of the num ber
A ny acquisition of shares of a bank’s stock (other
or maximum num ber of shares of stock that may
than stock acquired upon the exercise of an op
be allocated to any such director or officer (or
tion, warrant, or right) pursuant to a stock bonus,
that may be covered by qualified, restricted, or
profit sharing, retirement, incentive, thrift, sav
employee stock purchase plan stock options
ings, or similar plan, or any acquisition of a quali
granted to any such director or officer) is subject
fied or restricted stock option pursuant to a quali
to the discretion of any person, then such discre
fied or restricted stock option plan, or of a stock
tion shall be exercised only as follows:
option pursuant to an employee stock purchase
(i) With respect to the participation of di
plan, by a director or officer of the bank issuing
rectors (a) by the board of directors of the bank,
such stock or stock option shall be exempt from
a majority of which board and a majority of the
the operation of section 16(b) if the plan meets
directors acting in the m atter are disinterested
the following conditions:
persons; (b ) by, or only in accordance with the
(1) The plan has been duly approved, directly
recommendation of, a committee of three o r more
or indirectly,
persons having full authority to act in the matter,
(i) by the holders of a majority of the securi
all of the members of which committee are dis
ties of the bank present, or represented, and en
interested persons; or (c) otherwise in accordance
titled to vote at the meeting at which it was ap
with the plan, if the plan specifies the num ber or
proved, o r by the written consent of the holders
maximum num ber of shares of stock that directors
of a majority o f the securities of the bank entitled
may acquire (o r that may be subject to qualified,
to vote, or
restricted, or employee stock purchase plan stock
options granted to directors) and the terms upon
(ii) by the holders of a majority of the secu
which and the times at which, or the periods
rities of a predecessor so entitled to vote, if the
within which, such stock may be acquired (or
plan or obligations to participate thereunder were
such options may be acquired and exercised); or
assumed by the bank in connection with the suc
sets forth, by formula or otherwise, effective and
cession. Provided, however, that if such vote or
determinable limitations with respect to the fore
written consent was not solicited substantially in
going based upon earnings of the bank, dividends
accordance with the requirements, if any, in effect
paid, compensation received by participants, op
under § 206.5 of this P art at the time of such vote
tion prices, market value of shares, outstanding
or written consent, the bank shall furnish in w rit
ing to the holders of record of the securities en
shares or percentages thereof outstanding from
titled to vote for the plan substantially the same
time to time, or similar factors.
information concerning the plan which would be
(ii) With respect to the participation of offi
required by the provisions in effect under § 206.5
cers w ho are not directors (a) by the board of
of this Part at the time such information is fur
directors of the bank or a committee of three or
nished, if proxies to be voted with respect to the
more directors; or ( b ) by, or only in accordance
approval or disapproval of the plan were then
with the recommendations of, a committee of
being solicited, on or prior to the date of the first
three or more persons having full authority to act
annual meeting of security holders held subse
in the matter, all of the members of which com
quent to the later of (A) the first registration of
mittee are disinterested persons.
an equity security under section 12 of the Act,
F or the purposes of this paragraph (1) (2) of
or (B) the acquisition of an equity security for
this section, a director or committee member shall
which exemption is claimed. Such written infor
be deemed to be a disinterested person only if
mation may be furnished by mail to the last
such person is not at the time such discretion is
REGULATION F
exercised eligible and has not at any time within
one year prior thereto been eligible for selection
as a person to whom stock may be allocated (or
to w hom qualified, restricted, o r employee stock
purchase plan stock options may be granted) p u r
suant to the plan or any other plan of the bank or
any of its affiliates entitling the participants therein
to acquire stock or qualified, restricted, or em
ployee stock purchase plan stock options of the
bank o r any of its affiliates.
(3) As to each participant o r as to all partici
pants the plan effectively limits the aggregate
dollar am ount or the aggregate num ber of shares
of stock that may be allocated (or may be subject
to qualified, restricted, or employee stock p ur
chase plan stock options granted) pursuant to the
plan. The limitations may be established on an
annual basis, or for the duration of the plan,
whether or not the plan has a fixed termination
date. Such limitations may be determined either
by fixed or maximum dollar amounts, fixed or
maximum numbers of shares, formulas based
upon earnings of the bank, dividends paid, com
pensation received by participants, option prices,
market value of shares, outstanding shares or per
centages thereof outstanding from time to time,
or similar factors that will result in an effective
and determinable limitation. Such limitations may
be subject to any provisions for adjustment of the
plan or of stock allocable (or options outstanding
thereunder) to prevent dilution or enlargement of
rights.
(4) The term “exercise of an option, warrant
or right” contained in the parenthetical clause of
the first sentence of § 206.6(1) shall not include
(i) the making of any election to receive under
any plan compensation in the form of stock or
credits therefor; provided that such election is
made either prior to the making of the award or
prior to the fulfillment of all conditions to the
receipt of the compensation and; provided fu r
ther, that such election is irrevocable until at least
six months after termination of employment; (ii)
the subsequent crediting of such stock; (iii) the
making of any election as to the time for delivery
of such stock after termination of employment;
provided, that such election is made at least six
months prior to any such delivery; (iv) the fulfill
ment of any condition to the absolute right to
receive such stock; or (v) the acceptance of cer
tificates for shares of such stock.
(m) E xem ption from section 16(b) o f long-term
profits incident to sales within six m onths o f the
exercise o f an option. (1) T o the extent specified
(INSIDERS’ REPORTS) § 206.6
in subparagraph (2) below, transactions involving
the 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 com
prehended within the purpose of that section, if
such purchase is pursuant to the exercise of an
option, warrant, or right either—
(i) acquired more than six months before its
exercise, or
(ii) acquired pursuant to the terms of an em
ployment, contract entered into more than six
months before its exercise.
(2) With respect to transactions specified in
paragraph (m) (1) of this section, the profits inur
ing to the bank pursuant to section 16(b) shall not
exceed the difference between the proceeds of sale
and the lowest market price of any security of
the same class within six months before or after
the date of sale. N othing in this paragraph (m)
shall be deemed to enlarge the am ount of profit
that would inure to the bank in the absence of
this paragraph.
(3) The disposition of any equity security of a
bank shall also be exempt from the operation of
section 16(b), as not comprehended within the
purpose of that section, if purchased in a trans
action specified in paragraph (m) of this section
pursuant to a plan or agreement for merger or
consolidation, or reclassification of the bank’s
securities, or for the exchange of its securities
for the securities of another person that has ac
quired its assets, where the terms of such plan or
agreement are binding upon all stockholders of
the bank except to the extent that dissenting stock
holders may be entitled, under statutory provisions
or provisions contained in the bank’s charter, to
receive the appraised or fair value of their holdings.
(4) The exemptions provided by this paragraph
(m) shall not apply to any transaction made un
lawful by section 16(c) or by any regulations
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) Exem ption from section 16(b) o f disposi
tions o f equity securities pursuant to certain merg
ers or consolidations incident to form ation o f a
bank holding com pany. (1) There shall be exempt
from the provisions of section 16(b), as not com
prehended within the purpose of that section, the
disposition of any equity security, pursuant to a
merger or consolidation, of a bank which, prior
to said merger or consolidation, held over 85 per
cent of the combined assets of all the companies
§206.6 (INSIDERS’ REPORTS)
REGULATION F
undergoing merger or consolidation, as deter
mined by reference to their most recent available
financial statements for a 12-month period prior
to the merger or consolidation, if, in such merger
or consolidation, there are issued, in exchange for
such equity securities of such bank equity secu
rities of a bank holding company as defined in
the Bank Holding Com pany Act of 1956, as
amended, 12 U.S.C. 1841.
(p) E xem ption from section 16(b) o f transac
tions involving the conversion o f equity securities.
exempt from the operation of section 16(b) of the
Act if substantially all of the assets held under
the voting trust or deposit agreement immediately
after the deposit or immediately prior to the with
drawal, as the case may be, consisted of equity
securities of the same class as the security de
posited or withdrawn: provided, however, that this
rule shall not apply to the extent that there shall
have been either (i) a purchase of an equity secu
rity of the class deposited and a sale o f any cer
tificate representing an equity security of such
class, or (ii) a sale of an equity security of the
class deposited and a purchase of any certificate
representing an equity security of such class (oth
erwise than in a transaction involved in such de
posit or withdrawal o r in a transaction exempted
by any rule under section 16(b)) within a period
of less than six months which includes the date
of the deposit or withdrawal.
(3) F or the purpose of this paragraph, an equity
security shall be deemed convertible if it is con
vertible at the option of the holder or of some
other person or by operation of the terms of the
security or of the governing instruments.
(1) A ny acquisition or disposition of an equity
security involved in the conversion of an equity
security which, by its terms o r pursuant to the
terms of the b ank’s corporate charter or other
governing instruments, is convertible immediately
or after a stated period of time into another equity
security of the same bank, shall be exempt from
(2)
Notwithstanding the foregoing, if an officer, the operation of section 16(b) of the Act; pro
vided, however, that this paragraph shall not ap
director, or stockholder shall make any purchase
ply to the extent that there shall have been either
(other than a purchase exempted by this para
(i) a purchase of any equity security of the class
graph or any rule under section 16(b) of the Act)
convertible (including any acquisition of or change
of an equity security of any com pany involved in
in a conversion privilege) and a sale of any equity
the merger or consolidation and any sale (other
security
of the class issuable upon conversion, or
than a sale exempted by this paragraph o r any
(ii)
a
sale
of any equity security of the class con
rule under section 16(b) of the Act) of an equity
vertible and any purchase of any equity security
security in any other com pany involved in the
issuable upon conversion (otherwise than in a
merger or consolidation within any period of less
transaction involved in such conversion or in a
than six months during which the merger or con
transaction
exempted by any paragraph under
solidation took place, the exemption provided by
section
16(b))
within a period of less than six
this rule shall be unavailable to such officer, di
months which includes the date of conversion.
rector, or stockholder to the extent of such pur
chase and sale.
(2) F or the purpose of this paragraph, an equity
security
shall not be deemed to be acquired or
(o)
E xem ption from section 16(b) o f transac
disposed
of upon conversion of an equity security
tions involving the deposit or withdrawal o f equity
if
the
terms
of the equity security converted re
securities under a voting trust or deposit agree
quire the payment or entail the receipt, in con
m ent. A ny acquisition or disposition of an equity
nection with such conversion, of cash or other
security involved in the deposit of such security
property (other than equity securities involved in
under, or the withdrawal of such security from,
the
conversion) equal in value at the time of con
a voting trust or deposit agreement, and the ac
version to more than 15 per cent of the value of
quisition o r disposition in connection therewith of
the equity security issued upon conversion.
the certificate representing such security, shall be
(q) Exem ption from section 16(b) o f certain
transactions involving the sale o f subscription
rights. (1) A ny sale of a subscription right to ac
quire any subject security of the same bank shall
be exempt from the provision of section 16(b) of
the Act, to the extent prescribed in this para
graph, as not comprehended within the purpose
of said section, if:
(i) Such subscription right is acquired, di
rectly or indirectly, from the bank without the
payment of consideration;
(ii) Such subscription right by its terms ex
pires within 45 days after the issuance thereof;
and
REGULATION F
(INSIDERS’ REPORTS) § 206.6
(iii)
Such subscription right by its terms is section 16(c) are participating in the distribution
of such block of securities on terms at least as
issued on a pro rata basis to all holders of the
favorable as those on which such dealer is partici
beneficiary security of the bank.
pating and to an extent at least equal to the ag
(2) W hen used within this paragraph the fol
gregate
participation of all persons exempted
lowing term s shall have the meaning indicated:
from the provisions of section 16(c) by paragraph
(i) The term “subscription right” means any
(s) of this section. The perform ance of the func
warrant or certificate evidencing a right to sub
tions of manager of a distributing group and the
scribe to or otherwise acquire an equity security.
receipt of a bona fide payment for performing
(ii) The term “beneficiary security” means a
such functions shall not, however, preclude an
security registered pursuant to section 12 of the
exemption that would otherwise be available
Act to the holders of which a subscription right
under this paragraph.
is granted.
(t) Exem ption o f sales o f securities to be ac
(iii) The term “subject security” means a
quired. (1) Whenever any person is entitled, as an
security which is the subject of a subscription
incident to his ownership of an issued equity secu
right.
rity of a bank and without the paym ent of con
(3) Notwithstanding anything contained herein
sideration, to receive another security of the bank
to the contrary, if a person purchases subscrip
“when issued” or “when distributed”, the security
tion rights for cash or other consideration, then
to be acquired shall be exempt from the operation
a sale by such person of subscription rights other
of section 16(c) if:
wise exempted by this paragraph will not be so
(i) The sale is made subject to the same
exempted to the extent of such purchases within
conditions as those attaching to the right of ac
the 6-month period preceding or following such
quisition;
sale.
(ii) Such person exercises reasonable dili
(r) Exem ption o f certain securities from section
gence
to deliver such security to the purchaser
16(c). Any equity security of a bank shall be
promptly
after his right of acquisition matures;
exempt from the operation of section 16(c) to the
and
extent necessary to render lawful under such sec
tion the execution by a broker of an order for an
account in which he had no direct or indirect
interest.
(iii) Such person reports the sale on the ap
propriate form for reporting transactions by p er
sons subject to section 16(a).
(s) Exem ption from section 16(c) o f certain
transactions effected in connection with a distri
bution. Any equity security of a bank shall be
(2)
This paragraph (t) shall not be construed
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 “when-issued” or
"when-distributed” security, if the two transac
tions 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.
exempt from the operation of section 16(c) to the
extent necessary to render lawful under such sec
tion 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 ac
quired by or on behalf of the dealer as a partici
pant in and underwriting, selling, or soliciting
dealer group of which the dea!er 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
(u)
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, un
less he shall include such transaction in the state
ments required by section 16(a) of the Act and
§ 206.6(a) and shall account 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 § 206.6(a) and of section 16 shall
not apply to any bona fide foreign or domestic
§ 206.7 (FINANCIAL STATEMENTS)
arbitrage transaction insofar as it is effected by
any person other than such director or officer of
the bank issuing such security.
SEC T IO N 206.7— F O R M A N D C O N T E N T
O F F IN A N C IA L S TA T E M E N TS
(a) Principles o f financial reporting. Financial
statements filed with the Board pursuant to this
Part shall be prepared in accordance with gener
ally 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.
(i) Every verification with respect to financial
statements filed pursuant to this Part shall be
dated, shall be signed manually, shall indicate the
city and State where issued, and shall identify
without detailed enumeration the financial state
ments covered by the verification.
(ii) If the person or persons making a veri
fication considers that he must take exceptions or
express qualifications with respect thereto, each
such exception or qualification shall be stated
specifically and clearly and, to the extent prac
ticable, shall indicate the effect of the matter on
the financial statements to which it relates.
( 2 ) O pinions to be expressed by principal ac
counting officer and auditor. Every verification by
a b ank’s principal accounting officer and auditor
shall state:
(i) The opinions of such persons with respect
to the financial statements covered by the verifica
tion and the accounting principles and practices
reflected therein; and
(ii) The opinions of such persons as to any
material changes in accounting principles or
practices or in the method of applying the ac
counting principles or practices, or adjustments
of the accounts, required to be set forth by para
graph (c) (5) of this § 206.7.
(3) Certification by independent public ac
REGULATION F
(b ) The Board will not recognize any certi
fied public accountant or public accountant as
independent who is not in fact independent. F o r
example, an accountant will be considered not
independent with respect to any person or any of
its parents, its subsidiaries, o r other affiliates (1)
in which, during the period of his professional
engagement to examine the financial statements
being reported on or at the date of his report, he
or his firm o r a m em ber thereof had, o r was
committed to acquire, any direct financial interest
or any material indirect financial interest, or (2)
with which, during the period of his professional
engagement to examine the financial statements
being reported on, at the date of his report or
during the period covered by the financial state
ments, he or his firm or a member thereof was
connected as a promoter, underwriter, voting
trustee, director, officer, or employee, except that
a firm will not be deemed not independent in
regard to a particular person if a form er officer
or employee of such person is employed by the
firm and such individual has completely disassoci
ated himself from the person and its affiliates and
does not participate in auditing financial state
ments of the person or its affiliates covering any
period of his employment by the person. F o r the
purposes of section 206.7 the term “m em ber”
means all partners in the firm and all professional
employees participating in the audit or located in
an office of the firm participating in a significant
portion of the audit.
(c) In determining whether a public ac
countant is in fact, independent with respect to a
particular person, the Board will give appropriate
consideration to all relevant circumstances, includ
ing evidence bearing on all relationships between
the accountant and that person or any affiliate
thereof, and will not confine itself to the relation
ships existing in connection with the filing of
reports with the Board.
(ii)
Representations as to the audit. The
independent public accountant’s certificate—
(a) shall state whether the audit was made
in
accordance
with generally accepted auditing
countants—
(i)
Qualifications of independent public acstandards; and
countants.
( b ) shall designate any auditing proce
(a)
The Board will not recognize any per
dures generally recognized as normal (or deemed
son as an independent public accountant who is
necessary by the accountant under the circum
not registered or licensed to practice as a public
stances of the particular case) that have been
accountant by a regulatory authority of a State
omitted, and the reasons for their omission, but
and in good standing with such authority as such
no procedure that independent accountants ordi
an accountant.
narily employ in the course of an audit made for
(FINANCIAL STATEMENTS) § 206.7
REGULATION F
an indication to that effect shall be inserted im
mediately beneath the caption of the statement
or schedule, or at the top of each money column.
The individual am ounts shown need not be ad
justed to the nearest dollar 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 $1.00 or $1,000, as appropriate.
the purpose of expressing the opinions required
by clause (iii) below shall be omitted.
(iii) Opinions to be expressed. The inde
pendent public accountant’s certificate shall state:
(a ) The opinion of the accountant with
respect to the financial statements covered by
the certificate and the accounting principles and
practices reflected therein;
( b ) The opinion of the accountant as to
any material changes in accounting principles or
practices or in the method of applying the ac
counting principles or practices, or adjustments
of the accounts, required to be set forth by para
graph (c) (5) of this § 206.7; and
(c) T he nature of, and the opinion of the
accountant as to, any material differences between
the accounting principles and practices reflected
in the financial statements and those reflected in
the accounts after the entry of adjustments for
the period under review.
(2) Item s not material. If the am ount that would
otherwise be required to be shown with respect
to any item is not material, it need not be sepa
rately set forth.
(3) Inapplicable captions and om ission o f un
required or inapplicable financial statements. N o
caption need be shown in any financial statement
required by the forms set forth in this Part as
to which the items and conditions are not present.
Financial statements not required or inapplicable
because the required matter is not present need
not be filed, but the statements omitted and the
reasons for their omission shall be indicated in the
list of financial statements required by the appli
cable form.
(iv) Exceptions. If the accountant making
the report considers that he must take exceptions
or express qualifications with respect thereto, each
such exception or qualification shall be stated
specifically and clearly and, to the extent practi
cable, shall indicate the effect of the m atter on the
financial statements to which it relates.
(4) Additional inform ation. In addition to the
information required with respect to any financial
statement, such further information shall be fur
nished as is necessary to make the required state
ments, in the light of the circumstances under
which they are made, not misleading.
(v) Certification of financial statements by
more than one independent public accountant. If,
with respect to the certification of the financial
statements of any bank, the principal independent
public accountant relies on an examination made
by another independent public accountant of cer
tain of the accounts of such bank or its affiliates,
the certificate of such other accountant shall be
filed (and the provisions of this subparagraph
shall be applicable th ereto ); however, the certifi
cate of such other accountant need not be filed
(a ) if no reference is made directly or indirectly
to such other accountant’s examination in the prin
cipal accountant’s certificate, or ( b ) if, having
referred to such other accountant’s examination,
the principal accountant states in his certificate
that he assumes responsibility for such other ac
countant’s examination in the same m anner as if
it had been made by him.
(5) C hanges in accounting principles and prac
tices and retroactive adjustments o f accounts. Any
change in accounting principle or practice, or in
the method of applying any accounting principle
or practice, made during any period for which
financial statements are filed that affects com
parability of such financial statements with those
of prior or future periods, and the effect thereof
upon the net income for each period for which
financial statements are filed, shall be disclosed in
a note to the appropriate financial statement. Any
material retroactive adjustment made during any
period for which financial statements are filed,
and the effect thereof upon net income of prior
periods, shall be disclosed in a note to the appro
priate financial statement.
(c)
Provisions o f general application. (1) R e
quirem ents as to form . Financial statements shall
be prepared in accordance with the applicable
requirements of Forms 9A, B. C, and D. All
money amounts required to be shown in financial
statements may be expressed in even dollars or
thousands of dollars. If shown in even thousands,
31
(6 ) Summary o f accounting principles and
practices. Information required in notes as to ac
counting principles and practices reflected in
the financial statements may be presented in the
form of a single statement. In such a case specific
references shall be made in the appropriate finan
cial statements to the applicable portion of such
single statement.
§ 206.7 (FINANCIAL STATEMENTS)
(7) Foreign currencies. T he basis of conver
sion of all items in foreign currencies shall be
stated, and the am ount and disposition o f the
resulting unrealized profit or loss shown. Dis
closure should be made as to the effect, insofar
as this can be reasonably determined, o f foreign
exchange restrictions upon the consolidated fi
nancial position and operating results of the bank
and its subsidiaries.
(8) Com m itm ents. If material 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, o r rental of assets under long-term
leases shall be stated briefly in the balance sheet
or in footnotes referred to therein. W here the ren
tals or obligations under long-term leases are
material the following shall be set forth in a note
to the appropriate financial statement:
(i) Total rental expense (reduced by rentals
from subleases, with disclosure of such amounts)
entering into the determination of results of oper
ations for each period for which an income state
ment is presented shall be disclosed. Rental pay
ments under short-term leases for a month or less
which are not expected to be renewed need not be
included. Contingent rentals, such as those based
upon usage or sales, shall be reported separately
from the basic or minimum rentals. Rentals on
noncapitalized financing leases shall be shown sep
arately for both categories or rentals reported.
(ii) The minimum rental commitments under
all noncancelable leases shall be disclosed, as of
the date of the latest balance sheet presented, in
the aggregate (with disclosure of the amounts ap
plicable to noncapitalized financing leases) for
(A ) each of the five succeeding fiscal years; (B)
each of the next three five-year periods; and
(C ) the rem ainder as a single amount. The
amounts so determined should be reduced by ren
tals to be received from existing noncancelable
subleases (with disclosure of the am ounts of such
rentals). F o r purposes of this rule, a noncancel
able lease is defined as one that has an initial or
remaining term of more than one year and is
noncancelable, o r is cancelable only upon the
occurrence of some remote contingency or upon
the payment of a substantial penalty.
(iii) Additional disclosures shall be made to
report in general terms: (A ) the basis for cal
culating rental payments if dependent upon factors
other than the lapse of time; (B) existence and
terms of renewal or purchase options, escalation
REGULATION F
clauses, etc.; (C ) the nature and am ount of related
guarantees made o r obligations assumed; (D) re
strictions on paying dividends, incurring additional
debt, further leasing, etc.; and (E ) any other in
formation necessary to assess the effect of lease
commitments upon the financial position, results
of operations, and changes in financial position of
the lessee.
(9)
G eneral notes to balance sheets. If present
with respect to the person for which the state
ment is filed, the following shall be set forth in
the balance sheet or in referenced notes thereto:
(i) A ssets subject to lien. T he amounts of
assets mortgaged, pledged, or otherwise subject
to a lien or security interest shall be designated
and the obligation secured thereby, if any, shall
be identified briefly.
(ii) In tercom pan y 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 without
unreasonable effort o r expense, an estimate or
explanation shall be given.
(iii) P referred shares, (a) If convertible, the
terms of the conversion shall be described briefly;
(b) If callable, the date or dates and the amount
per share at which such shares are callable shall be
stated; (c) Arrears in cumulative dividends per
share and in total for each class of shares shall
be stated; (d) Aggregate preferences on involun
tary liquidation, if other than the par or stated
value, shall be shown parenthetically in the equity
section of the balance sheet. W hen the excess
involved is material, there shall be shown the
difference between the aggregate preference on
in oluntary liquidation and the aggregate par or
stated value, a statement that this difference (plus
any arrears in dividends) exceeds the sum of
the p ar or stated value of the junior capital
shares, surplus, and undivided profits if such is the
case, and a statement as to the existence (or ab
sence) of any restrictions upon surplus a n d / o r un
divided profits growing out of the fact that upon
involuntary liquidation the preference of the pre
ferred stock exceeds its par or stated value.
(iv) Pension and retirem ent plans, (a ) A
brief description of the essential provisions of any
employee pension or retirement plan shall be
given; (b ) The estimated annual cost of the plan
shall be stated; (c) If a plan has not been funded
or otherwise provided for, the estimated amount
that would be necessary to fund or otherwise
REGULATION F
(FINANCIAL STATEMENTS) § 206.7
provide fo r the past-service cost of the plan shall
be disclosed.
(viii) S tan dby letters o f credit. State the
am ou n t o f outstanding “stan dby letters o f credit."
(v ) C apital sto ck o p tio n ed to officers and
F o r the purpose of this paragraph, “standby let
ters of credit” include every letter of credit (o r
similar arrangem ent however named or desig
nated) which represents an obligation to the bene
ficiary on the part of the issuing bank (A ) to
repay m oney borrow ed by o r advanced to o r for
the account of the account party o r (B ) to make
payment on account of any evidence o f indebted
ness undertaken by the account party, or (C ) to
make payment on account of any default by the
account party in the perform ance of an obliga
tion,3 except that, if prior to o r at the time of
issuance of a standby letter of credit, the issuing
bank is paid an am ount equal to the bank’s maxi
mum liability u nder the standby letter of credit, o r
has set aside sufficient funds in a segregated,
clearly earm arked deposit account to cover the
bank’s m axim um liability under the standby letter
of credit, then the am ount of that standby letter
of credit need not be stated.
em ployees.
(a ) A brief description of the terms of
each option arrangement shall be given, includ
ing the title and am ount of securities subject to
the option, the year or years during which the
options were granted, and the year or years d u r
ing which the optionees became, or will become,
entitled to exercise the options;
( b ) 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 num ber of shares with respect
to which options became exercisable during the
period, and the option price and the fair value
thereof (p er share and in total) at the dates the
options became exercisable; the num ber o f shares
with respect to which options were exercised du r
ing the period, and the option price and the fair
value thereof (per share and in total) at the
dates the options were exercised; and th e num ber
of unoptioned shares available at the beginning
and at the close o f the latest period presented,
for the granting of options under an option plan.
A brief description of the terms of each other
arrangem ent covering shares sold or offered for
sale to only directors, officers, and key employees
shall be given, including the num ber of shares,
and the offered price and the fair value thereof
(per share and in total) at the dates of sale or
offer to sell, as appropriate. The required inform a
tion may be summarized as appropriate with re
spect to each of the categories referred to in this
subclause (&);
(c) The basis of accounting for such op
tion arrangements and the am ount of charges, if
any, reflected in income with respect thereto shall
be stated.
(vi) R estrictions that limit the availability o f
surplus a n d / o r undivided profits fo r d iv id e n d pur
poses. A ny such restriction, other than as re
ported in paragraph ( c ) ( 9 ) (iii) of this section
shall be described, indicating briefly its source,
its pertinent provisions, and, where appropriate
and determinable, the am ount of the surplus
a n d /o r undivided profits so restricted.
(vii) C ontingent liabilities. A brief statement
as to contingent liabilities not reflected in the bal
ance sheet shall be made.
(ix) Defaults. The facts and am ounts con
cerning any default in principal, interest, sinking
fund, or redemption provisions with respect to any
issue of securities or credit agreements, or any
breach of covenant of a related indenture or
agreement, which default or breach existed at the
date of the most recent balance sheet being filed
and which has not been subsequently cured, shall
be stated. N otation of such default or breach of
covenant shall be made in the financial statements
and the entire am ount o f obligations to which the
default or breach relates shall be classified as a
current liability if said default or breach accel
erates the m aturity of the obligations and makes
it current under the terms of the related indenture
or agreement. Classification as a current obliga
tion is not required if the lender has waived the
accelerated due date o r otherwise agreed to a due
date m ore th an one year from the balance sheet
date. If a default or breach exists, but acceleration
of the obligation has been waived fo r a stated
period of time beyond the date of the most recent
balance sheet being filed, state the am ount of the
obligation and the period of the waiver.
3 As defined, “standby letter of credit” would not in
clude (1) commercial letters of credit and similar instru
ments where the issuing bank expects the beneficiary to
draw upon the issuer and which do not “guaranty” pay
ment of a money obligation or (2) a guaranty or similar
obligation issued by a foreign branch in accordance with
and subject to the limitations of Regulation M.
§ 206.7 (FINANCIAL STATEMENTS)
REGULATION F
(x)
Significant changes in bonds, mortgages,plying the income before tax by the applicable
and similar debt. A ny significant changes in the
statutory Federal income tax rate and the aggre
authorized or issued am ounts of bonds, mortgages,
gate am ount of timing differences is less than 5
and similar debt since the date of the latest bal
ance sheet being filed for a particular person or
group shall be stated.
per cent of such computed am ount, disclosure of
each of the separate types of timing differences
may be omitted.) and (ii) operating losses; and
(10)
G eneral notes to statem ents o f incom e. (3) the net deferred investment tax credits.
Amounts applicable to United States Federal in
If present with respect to the person for which
com e taxes, to foreign income taxes and to other
the statement is filed, the following shall be set
income taxes shall be stated separately for each
forth in the statement of income or in referenced
m ajor com ponent, unless the amounts applicable
notes thereto:
to foreign and other income taxes do not exceed
(i) In tercom pan y profits a n d losses. The
5 per cent of the total for the component. ( b )
am ount of any profits o r losses resulting from
Provide a reconciliation between the am ount of
transactions between unconsolidated affiliated
reported total income tax expense and the am ount
companies shall be stated. If impracticable of
computed
by multiplying the income before tax
determination without unreasonable effort and
by the applicable statutory Federal income tax
expense, an estimate o r explanation shall be given.
rate, showing the estimated dollar am ount of each
(ii) D epreciation and amortization. F o r the
of the underlying causes for the difference. If no
period for which statements of income are filed,
individual reconciling item am ounts to m ore than
there shall be stated the policy followed with
5 per cent of the am ount computed by multiplying
respect to: (a) T he provision for depreciation of
the income before tax by the applicable statutory
physical properties or valuation allowances cre
Federal income tax rate, and the total difference
ated in lieu thereof, including the methods and,
to be reconciled is less than 5 per cent of such
if practicable, the rates used in computing the
com puted amount, no reconciliation need be pro
annual amounts: ( b ) T he provision for deprecia
vided unless it would be significant in appraising
tion and amortization of intangible, or valuation
the trend of earnings. Reconciling items that are
allowances created in lieu thereof, including the
individually less than 5 per cent of the computed
methods and, if practicable, the rates used in
am ount may be aggregated in the reconciliation.
computing the annual amounts; (c) The account
The reconciliation may be presented in percent
ing treatm ent for maintenance, repairs, renewals,
ages rather than in dollar amounts.
and improvements; and ( d ) T he adjustment of
(v) Interest capitalized, (a) The amount of
the accumulated valuation allowances for depreci
interest cost capitalized in each period for which
ation and amortization at the time the properties
an income statement is presented shall be shown
were retired or otherwise disposed of, including
within the income statement. Banks which follow
the disposition made of any profit or loss on sale
a policy of capitalizing interest cost shall make the
of such properties.
following additional disclosures required by items
(iii) Bonus, profit sharing, and oth er similar
( b ) and (c ) below, ( b ) The reason for the policy
plans. Describe the essential provisions of any
of
interest capitalization and the way in which the
such plans in which only directors, officers or key
amount
to be capitalized is determined. ( c ) The
employees may participate, and state, for each of
effect on net income for each period for which
the fiscal periods for which income statements are
an income statement is presented of following a
required to be filed, the aggregate am ount pro
policy of capitalizing interest as com pared to a
vided for all plans by charges to expense.
policy of charging interest to expense as incurred.
(iv) Incom e tax expense, (a ) Disclosure
shall be made, in the income statement o r a note
(vi) D isagreem en ts on accounting and finan
thereto, of the components of income tax ex
cial disclosure matters. If, within the twenty-four
pense, including: (1) taxes currently payable; (2)
months prior to the date of the most recent finan
the net tax effects, as applicable, or (i) timing
cial statements, a F o rm F-3 has been filed report
differences (Types of timing differences that are
ing a change of accountants and included in such
individually less than 15 per cent of the deferred
filing there is a reported disagreement on any m at
tax am ount in the income statement may be com
ter of accounting principles or practices o r finan
bined. If no individual type of difference is more
cial statement disclosure, and if such disagreement,
than 5 per cent of the am ount com puted by multi
if differently resolved, would have caused the
REGULATION F
financial statements to differ materially from those
filed, state the existence and nature of the dis
agreement. In addition, if during the fiscal year in
which the change in accountants took place or
during the subsequent fiscal year there have been
any transactions or events similar to those which
involved a reported disagreement and if such
transactions are material and were accounted for
or disclosed in a m anner different from that which
the form er accountants apparently concluded was
required, state the effect on the financial state
ments if the m ethod which the form er accountant
apparently concluded was required had been fol
lowed. T he effects on the financial statements need
not be disclosed if the m ethod asserted by the
form er accountant ceases to be generally accepted
because of authoritative standards or interpreta
tions subsequently issued.
(FINANCIAL STATEMENTS) § 206.7
be set forth the am ount of the difference and the
disposition made thereof in preparing the con
solidated statements, nam ing the balance sheet
captions and stating the am ount included in each.
(5) There may be filed financial statements in
which majority-owned subsidiaries not consoli
dated with the parent are consolidated or com
bined in one or more groups, and 50 per cent
or less owned persons, the investments in which
are accounted for by the equity method are con
solidated or combined in one or more groups,
pursuant to principles of inclusion or exclusion
which will clearly exhibit the financial position
and results of operations of the group or groups.
(6) A brief description of the principles fol
lowed in consolidating or combining the separate
financial statements, including the principles fol
lowed in determining the inclusion or exclusion
(d)
Consolidated financial statem ents. (I) C on of (i) subsidiaries in consolidated or combined
solidated statements generally present more m ean
financial statements and (ii) companies in con
ingful information to the investor than unconsoli
solidated or combined financial statements, shall
dated statements. Except where good reason
be stated in the notes to the respective financial
exists, consolidated statements o f the bank and
statements.
its majority-owned significant subsidiaries should
(7) As to each consolidated financial statement
be filed.
and as to each combined financial statement, if
(2) Every majority-owned bank-premises sub
sidiary and every majority-owned subsidiary
operating under the provisions o f section 25 or
section 25(a) of the Federal Reserve Act (“Agree
ment Corporations” and “Edge Act Corporations”)
shall be consolidated with that of the reporting
bank irrespective of whether such subsidiary is a
significant subsidiary.
(3) If the financial statements of a subsidiary
are as of a date or for periods different from those
of the bank, such statements may be used as the
basis for consolidation of the subsidiary only if
the date of such statements is not more than 93
days from the date of the close of the b ank’s
fiscal year; the closing date of the subsidiary is
specified; the necessity for the use of different
closing dates is explained briefly; and any changes
in the respective fiscal periods of the bank and the
subsidiary made during the period of report are
indicated clearly.
(4) There shall be set forth in a note to each
consolidated balance sheet filed a statement of
any difference between the investment in sub
sidiaries consolidated, as shown by the b an k ’s
books, and the b an k’s equity in the net assets
of such subsidiaries as shown by the subsidiaries’
books. If any such difference exists, there shall
there has been a change in the persons included
or excluded in the corresponding statement for
the preceding fiscal period filed with the Board
which has a material effect on the financial state
ments, the persons included and the persons ex
cluded shall be disclosed. If there have been any
changes in the respective fiscal periods of the
persons included made during the periods o f the
report which have a material effect on the finan
cial statements, indicate clearly such changes and
the m anner of treatment.
(e) Statement o f 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) Statement o f changes in financial position.
A statement of changes in financial position shall
be filed with each statement of income filed pur
suant to this Part.
(g) Schedules to be filed. (1) T he following
schedules shall be filed with each balance sheet
filed pursuant to this Part: Schedule I— U.S.
Treasury Securities, Securities of other U. S.
Government Agencies and Corporations, and O b
ligations of States and Political Subdivisions:
Schedule II — Other Securities; Schedule III—
Other Loans; Schedule IV— Bank Premises and
APPENDIX (DEFINITIONS)
REGULATION F
Equipment; Schedule V — Investments in, Divi
dend Income from, and Share in Earnings or
Losses of Unconsolidated Subsidiaries; and Sched
ule VI— “O ther” Liabilities for Borrowed Money.
(2)
T he following schedule shall be filed with
each statement of income filed pursuant to this
Part: Schedule V II— Allowance for Possible Loan
Losses.
(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.
APPENDIX
S EC U R ITIE S E X C H A N G E A C T O F 1934
A ct of June 6, 1934 (48 Stat. 881)
(U.S. Code, Title 15, Sec. 78)
D E F IN IT IO N S
agreement or in any oil, gas, or other mineral
royalty o r lease, any collateral-trust certificate,
preorganization certificate or subscription, trans
S e c . 3. (a) W hen used in this title, unless the
ferable share, investment contract, voting-trust
context otherwise requires—
(1)
The term “exchange” means any organiza certificate, certificate of deposit, for a security,
o r in general, any instrument commonly known
tion, association, or group of persons, whether
as a “security” ; or any certificate of interest or
incorporated or unincorporated, which constitutes,
participation
in, temporary or interim certificate
maintains, or provides a market place or facilities
for,
receipt
for,
or w arrant or right to subscribe
for bringing together purchasers and sellers of
to or purchase, any of the foregoing; but shall not
securities or for otherwise performing with re
include currency or any note, draft, bill of ■xspect to securities the functions commonly per
change,
or banker’s acceptance which has a m a
formed by a stock exchange as that term is gen
turity
at
the time of issuance of not exceeding
erally understood, and includes the market place
nine months, exclusive of days of grace, or any
and the market facilities maintained by such
renewal thereof the maturity of which is likewise
exchange.
limited.
*
*
*
* * *
(7)
T he term “director” means any director of
(11) The term “equity security” means any
a corporation or any person performing similar
stock or similar security; or any security con
functions with respect to any organization,
vertible, with or without consideration, into such
whether incorporated or unincorporated.
a security; or carrying any warrant or right to
* *
*
subscribe to or purchase such a security; or any
(9) The term “person” means an individual, a
such warrant or right; or any other security which
corporation, a partnership, an association, a jointthe Commission shall deem to be of similar na
stock company, a business trust, or an unincor
ture and consider necessary or appropriate, by
porated organization.
such rules and regulations as it may prescribe in
* *
*
the public interest or for the protection of in
vestors, to treat as an equity security.
(10) The term “security” means any note, stock,
*
*
*
treasury stock, bond, debenture, certificate of
interest or participation in any profit-sharing
[U.S.C., title 15, sec. 78c.]
REGULATION F
(REGISTRATION REQUIREMENTS) APPENDIX
R E G IST R A T IO N R E Q U IR E M E N T S FO R
SEC U R ITIE S
S ec . 12. (a) It shall be unlawful for any m em
ber, broker, or dealer, to effect any transaction in
any security (other than an exempted security) on
a national securities exchange unless a registration
is effective as to such security for such exchange
in accordance with the provisions of this title and
the rules and regulations thereunder.
(b)
A security may be registered on a national
securities exchange by the issuer filing an applica
tion with the exchange (and filing with the C om
mission such duplicate originals thereof as the
Commission may require), which application shall
contain—
(1)
Such information, in such detail, as to the
issuer and any person directly or indirectly con
trolling or controlled by, or under direct or in
direct com m on control with, the issuer, and any
guarantor of the security as to principal or interest
or both, as the Commission may by rules and reg
ulations require, as necessary or appropriate in the
public interest or for the protection of investors, in
respect of the following:
(A) the organization, financial structure
and nature of the business;
(B) the terms, position, rights, and privi
leges of the different classes of securities out
standing;
(C) the terms on which their securities are
to be, and during the preceding three years
have been, offered to the public or otherwise;
(D) the directors, officers, and underwrit
ers, and each security holder of record hold
ing more than 10 per centum of any class of
any equity security of the issuer (other than
an exempted security), their remuneration
and their interests in the securities of, and
their material contracts with, the issuer and
any person directly or indirectly controlling
or controlled by, or under direct or indirect
com mon control with, the issuer;
(E) remuneration to others than directors
and officers exceeding $20,000 per annum;
(F) bonus and profit-sharing arrange
ments;
(G) management and service contracts;
(H) options existing or to be created in re
spect of their securities;
(I) material contracts, not made in the
ordinary course of business, which are to be
executed in whole o r in part at or after the
filing of the application o r which were made
not more than 2 years before such filing, and
every material patent o r contract for a m a
terial patent right shall be deemed a material
contract;
(J) balance sheets for not more than the
three preceding fiscal years, certified if re
quired by the rules and regulations of the
Commission by independent public account
ants;
(K) profit and loss statements for not
m ore than the three preceding fiscal years,
certified if required by the rules and regula
tions of the Commission by independent pub
lic accountants; and
(L) any further financial statements which
the Commission m ay deem necessary or ap
propriate for the protection of investors.
(2) Such copies of articles of incorporation,
bylaws, trust indentures, or corresponding docu
ments by whatever name known, underwriting ar
rangements, and other similar documents of, and
voting trust agreements with respect to, the issuer
and any person directly or indirectly controlling
or controlled by, or under direct or indirect com
mon control with, the issuer as the Commission
may require as necessary or appropriate for the
proper protection of investors and to insure fair
dealing in the security.
(3) Such copies of material contracts, referred
to in paragraph (1)(I) above, as the Commission
may require as necessary or appropriate for the
proper protection of investors and to insure fair
dealing in the security.
(c) If in the judgment of the Commission any
information required under subsection (b) is in
applicable to any specified class or classes of is
suers, the Commission shall require in lieu thereof
the submission of such other information of co m
parable character as it may deem applicable to
such class of issuers.
(d) If the exchange authorities certify to the
Commission that the security has been approved
by the exchange for listing and registration, the
registration shall become effective thirty days after
the receipt of such certification by the Commission
o r within such shorter period of time as the C om
mission may determine. A security registered with
a national securities exchange may be withdrawn
or stricken from listing and registration in accord
ance with the rules of the exchange and, upon
such terms as the Commission may deem neces
APPENDIX (REGISTRATION REQUIREMENTS)
sary to impose for the protection of investors,
upon application by the issuer or the exchange to
the Commission; w hereupon the issuer shall be
relieved from further compliance with the provi
sions of this section and section 13 o f this title and
any rules o r regulations under such sections as to
the securities so withdrawn or stricken. An u n
issued security may be registered only in accord
ance with such rules and regulations as the C om
mission may prescribe as necessary or appropriate
in the public interest or for the protection of
investors.
(e) Notwithstanding the foregoing provisions
of this section, the Commission may by such rules
and regulations as it deems necessary or appropri
ate in the public interest or for the protection of
investors permit securities listed on any exchange
at the time the registration of such exchange as a
national securities exchange becomes effective, to
be registered for a period ending not later than
July 1, 1935, without complying with the provi
sions of this section.
(f)(1) Notwithstanding the foregoing provi
sions of this section, any national securities ex
change, subject to the terms and conditions here
inafter set forth—
(A) may continue unlisted trading privi
leges to which a security had been admitted
on such exchange prior to the effective date
of subsection (g)(1) of section 12 of this
title.
(B) upon application to and approval of
such application by the Commission, may ex
tend unlisted trading privileges to any security
duly listed and registered on any other na
tional securities exchange.
If an extension of unlisted trading privileges to a
security was originally based upon its listing and
registration on another national securities ex
change, such privileges shall continue in effect only
so long as such security shall remain listed and
registered on any other national securities ex
change.
(2) N o application pursuant to this subsection
shall be approved unless the Commission finds,
after appropriate notice and opportunity for hear
ing, that the extension of unlisted trading privileges
pursuant to such application is necessary or ap
propriate in the public interest or for the protec
tion of investors.
(3) The Commission shall by rules and regula
tions suspend unlisted trading privileges in whole
or in part for any or all classes o f securities for a
REGULATION F
period not exceeding twelve months, if it deems
such suspension necessary or appropriate in the
public interest or for the protection of investors
or to prevent evasion of the purposes of this title.
(4) On the application o f the issuer of any se
curity for which unlisted trading privileges on any
exchange have been continued or extended p ur
suant to this subsection, or of any broker or dealer
who makes or creates a market for such security,
or of any other person having a bona fide interest
in the question of termination or suspension of
such unlisted trading privileges, or on its own m o
tion, the Commission shall by order terminate, or
suspend for a period not exceeding twelve months,
such unlisted trading privileges for such security
if the Commission finds, after appropriate notice
and opportunity for hearing, that such termination
or suspension is necessary or appropriate in the
public interest or for the protection of investors.
(5) In any proceeding under this subsection in
which appropriate notice and opportunity for hear
ing are required, notice of not less than ten days
to the applicant in such proceeding, to the issuer
of the security involved, to the exchange which
is seeking to continue or extend or has continued
or extended unlisted trading privileges for such
security, and to the exchange, if any, on which
such security is listed and registered, shall be
deemed adequate notice, and any broker or dealer
who makes or creates a market for such security,
and any other person having a bona fide interest
in such proceeding, shall upon application be en
titled to be heard.
(6) Any security for which unlisted trading
privileges are continued or extended pursuant to
this subsection shall be deemed to be registered
on a national securities exchange within the m ean
ing of this title. The powers and duties of the
Commission under section 19(b) of this title shall
be applicable to the rules of an exchange in re
spect of any such security. The Commission may,
by such rules and regulations as it deems neces
sary or appropriate in the public interest or for
the protection o f investors, either unconditionally
or upon specified terms and conditions, or for
stated periods, exempt such securities from the
operation of any provision of section 13, 14, or
16 of this title.
(g)(1) Every issuer which is engaged in inter
state commerce, or in a business affecting inter
state commerce, or whose securities are traded by
use of the mails or any means or instrumentality
of interstate commerce shall—
REGULATION F
(REGISTRATION REQUIREMENTS) APPENDIX
(A) within one hundred and twenty days
after the last day of its first fiscal year ended
after the effective date of this subsection on
which the issuer has total assets exceeding
$1,000,000 and a class of equity security
(other than an exempted security) held of
record by seven hundred and fifty or more
persons; and
(B) within one hundred and twenty days
after the last day of its first fiscal year ended
after two years from the effective date of this
subsection on which the issuer has total assets
exceeding $1,000,000 and a class of equity
security (other than an exempted security)
held of record by five hundred or more but
less than seven hundred and fifty persons,
register such security by filing with the Com mis
sion a registration statement (and such copies
thereof as the Commission may require) with re
spect to such security containing such information
and documents as the Commission may specify
comparable to that which is required in an appli
cation to register a security pursuant to subsection
(b) of this section. Each such registration state
ment shall become effective sixty days after filing
with the Commission or within such shorter period
as the Commission may direct. Until such registra
tion statement becomes effective it shall not be
deemed filed for the purposes of section 18 of this
title. A ny issuer may register any class of equity
security not required to be registered by filing a
registration statement pursuant to the provisions
of this paragraph. The Commission is authorized
to extend the date upon which any issuer or class
of issuers is required to register a security pursu
ant to the provisions of this paragraph.
(2)
The provisions of this subsection shall not
apply in respect of—
(A) any security listed and registered on
a national securities exchange.
(B) any security issued by an investment
com pany registered pursuant to section 8 of
the Investment Com pany Act of 1940.
(C) any security, other than permanent
stock, guaranty stock, permanent reserve
stock, or any similar certificate evidencing
nonwithdrawable capital, issued by a savings
and loan association, building and loan as
sociation, cooperative bank, homestead asso
ciation, or similar institution, which is su
pervised and examined by State or Federal
authority having supervision over any such
institution.
(D) any security of an issuer organized
and operated exclusively for religious, educa
tional, benevolent, fraternal, charitable, or re
formatory purposes and not for pecuniary
profit, and no part of the net earnings of
which inures to the benefit of any private
shareholder or individual.
(E) any security of an issuer which is a
“cooperative association” as defined in the
Agricultural Marketing Act, approved June
15, 1929, as amended, or a federation of such
cooperative associations, if such federation
possesses no greater powers or purposes than
cooperative associations so defined.
(F) any security issued by a mutual or
cooperative organization which supplies a
commodity or service primarily for the bene
fit of its members and operates not for pe
cuniary profit, but only if the security is part
of a class issuable only to persons who pur
chase commodities or services from the is
suer, the security is transferable only to a suc
cessor in interest or occupancy of premises
serviced or to be served by the issuer, and no
dividends are payable to the holder o f the
security.
(G) any security issued by an insurance
company if all o f the following conditions
are met:
(i) Such insurance com pany is required
to and does file an annual statement with
the Commissioner of Insurance (or other of
ficer or agency perform ing a similar func
tion) of its domiciliary State, and such an
nual statement conforms to that prescribed
by the National Association of Insurance
Commissioners or in the determination of
such State commissioner, officer or agency
substantially conforms to that so prescribed.
(ii) Such insurance com pany is subject to
regulation by its domiciliary State of proxies,
consents, or authorizations in respect of se
curities issued by such company and such
regulation conforms to that prescribed by
the National Association of Insurance Com
missioners.
(iii) After July 1, 1966, the purchase and
sales of securities issued by such insurance
com pany by beneficial owners, directors, or
officers of such company are subject to regu
lation (including reporting) by its domi
ciliary State substantially in the m anner pro
vided in section 16 of this title.
APPENDIX (REGISTRATION REQUIREMENTS)
(H)
any interest or participation in any
collective trust funds maintained by a bank
or in a separate account maintained by an
insurance com pany which interest or partici
pation is issued in connection with (i) a
stock-bonus, pension, or profit-sharing plan
which meets the requirements for qualifica
tion under section 401 of the Internal Reve
nue Code o f 1954, or (ii) an annuity plan
which meets the requirements for deduction
of the employer’s contribution under section
404(a)(2) of such Code.
(3) The Commission may by rules or regula
tions or, on its own motion, after notice and op
portunity for hearing, by order, exempt from this
subsection any security of a foreign issuer, in
cluding any certificate of deposit for such a
security, if the Commission finds that such ex
emption is in the public interest and is consistent
with the protection of investors.
REGULATION F
to be registered pursuant to subsection (g) hereof,
upon such term s and conditions and for such
period as it deems necessary or appropriate, if
the Commission finds, by reason of the num ber
of public investors, am ount of trading interest in
the securities, the nature and extent of the activi
ties of the issuer, income or assets of the issuer,
or otherwise, that such action is not inconsistent
with the public interest or the protection of
investors. The Commission may, for the purposes
of any of the above-mentioned sections or subsec
tions of this title, classify issuers and prescribe re
quirements appropriate for each such class.
(i) In respect of any securities issued by
banks the deposits of which are insured in ac
cordance with the Federal Deposit Insurance Act
or institutions the accounts of which are insured
by the Federal Savings and Loan Insurance Cor
poration, the powers, functions, and duties vested
in the Commission to administer and enforce sec
tions 12, 13, 14(a), 14(c), 14(d), 14(f), and
(4) Registration of any class of security pur
16, (1) with respect to national banks and banks
suant to this subsection shall be terminated ninety
operating under the Code of Law for the District
days, or such* shorter period as the Commission
of Columbia are vested in the Comptroller of the
may determine, after the issuer files a certifica
Currency, (2) with respect to all other member
tion with the Commission that the num ber of
banks of the Federal Reserve System are vested
holders of record of such class of security is re
in the Board of Governors of the Federal Re
duced to less than three hundred persons. The
serve System, (3) with respect to all other in
Commission shall after notice and opportunity
sured banks are vested in the Federal Deposit In
for hearing deny termination of registration if it
surance Corporation, and (4) with respect to
finds that the certification is untrue. Termination
institutions the accounts of which are insured by
of registration shall be deferred pending final de
the Federal Savings and Loan Insurance Corpora
termination on the question of denial.
tion are vested in the Federal H om e Loan Bank
Board. The Comptroller of the Currency, the
(5) F o r the purposes of this subsection the
Board of Governors of the Federal Reserve Sys
term “class” shall include all securities of an is
tem, the Federal Deposit Insurance Corporation,
suer which are of substantially similar character
and the Federal H ome Loan Bank Board shall
and the holders of which enjoy substantially simi
have the power to make such rules and regula
lar rights and privileges. The Commission may
tions as may be necessary for the execution of
for the purpose of this subsection define by rules
the functions vested in them as provided in this
and regulations the terms “total assets” and “held
subsection. In carrying out their responsibilities
of record” as it deems necessary o r appropriate
under this subsection, the agencies named in the
in the public interest or for the protection of
first sentence of this subsection shall issue sub
investors in order to prevent circumvention of the
stantially similar regulations to regulations and
provisions of this subsection.
rules issued by the Commission under sections
(h)
The Commission may by rules and regula
12, 13, 14(a), 14(c), 14(d), 14(f) and 16, u n
tions, o r upon application of an interested person,
less they find that implementation of substantially
by order, after notice and opportunity for hear
similar regulations with respect to insured banks
ing, exempt in whole or in part any issuer or
and insured institutions are not necessary or ap
class of issuers from the provisions of subsection
propriate
in the public interest or for protection
(g) of this section or from sections 13, 14, or
of investors, and publish such findings, and the
15(d) or may exempt from section 16 any
detailed reasons therefor, in the Federal Register.
officer, director, o r beneficial owner of securities
of any issuer, any security of which is required
Such regulations of the above-named agencies, or
(REGISTRATION REQUIREMENTS) APPENDIX
REGULATION F
subsection, and, thereafter, within 60 days of any
changes made by the Commission in its relevant
regulations and rules.
[U.S.C., title 15, sec. 781.]
the reasons for failure to publish such substan
tially similar regulations to those of the Commis
sion, shall be published in the Federal Register
within 120 days of the date of enactm ent of this
FO R M S A N D R E L A T E D IN S T R U C T IO N S
Forms and related instructions, which are integral parts of this regula
tion, are assembled separately as follows:
Form F -l—Registration Statement for Securities of a Bank
Form F-1B—Registration of Securities of Certain Successor Issuers
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
Form F-2—Annual Report
Form F-3— Current Report
Form F-4—Quarterly Report
Form F-5—Proxy Statement; Statement where Management Does Not
Solicit Proxies
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
Form F-10— Registration Statement for Additional Classes of Securities
of a Bank
Form F - l l — Statement to be Filed Pursuant to § 206.4(h)(3) or
§ 206.5(1) of Regulation F
Form F-12—Statement to be Filed Pursuant to § 206.5(m) of
Regulation F
Form F-20—Amendment to Registration Statement or Periodic Report
of Bank
41
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-l
R E G IS T R A T IO N
STATEM ENT
F O R S E C U R IT IE S O F A BA N K
P u rs u a n t to Section 12(b) o r Section 12(g) of th e Securities E x c h a n g e A c t o f 1934
(Exact name of bank as specified in charter)
(Address of principal office)
(I.R.S. Employer Identification No.)
(Bank’s telephone number, including area code)
T i t l e of E ach C lass of S e c u r i t i e s B ein g R e g is t e r e d P u r s u a n t to
S e c t io n 1 2 ( b ) o f t h e A c t :*
(Title of class)
(N am e of each exchange on which class is being registered)
T it l e of E ach C lass o f S e c u r it ie s B e i n g R e g is t e r e d P ur s u a n t t o
S e c t io n 1 2 ( g ) o f t h e A c t :*
(Title o f class)
circumstances under which they are made, not
misleading.”
G E N E R A L IN S T R U C T IO N S
F o rm F - l shall be used for registration pu r
suant to section 12(b) or (g) of the Securities Ex
change A ct of 1934 of classes of securities of
issuers that are State-chartered banks that are m em
bers of the Federal Reserve System. This form is
not to be used as a blank form to be filled in but
only as a guide in the preparation of a registra
tion statement. Particular attention should be given
to the definitions in § 206.2 and the general re
quirements in § 206.4 of this Part. Unless other
wise 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 m anner speci
fied in § 206.4(u). Attention is directed to
§ 206.4(j) which states: “In addition to the infor
mation expressly required to be included in a state
ment or report, there shall be added such further
material information, if any, as may be necessary
to m ake the required statements, in light of the
Section 206.4(s) requires that four complete
copies of the registration statement, including
financial statements, exhibits and all other papers
and documents filed as a part thereof, and four
additional copies which need not include exhibits,
shall be filed with the Board. At least one com
plete copy of the registration statement, including
financial statements, exhibits and all other papers
and documents
filed as a part thereof, shall be
filed with each exchange on which any class of
securities is to be registered. At least one com
plete copy of the registration statement filed with
the Board and one such copy filed with each ex
change shall be manually signed. Copies not m an
ually signed shall bear typed or printed signatures.
Inform ation required by any item or other re
quirement of this form with respect to any foreign
subsidiary may be omitted to the extent that the
required disclosure would be detrimental to the
registrant. However, financial statements, other
wise required, shall not be omitted pursuant
to
this instruction.
W here information is omitted
pursuant to this instruction, a statement shall be
If none, so state.
1
FORM F -l (REGISTRATION STATEMENT)
REGULATION F
made that such information has been omitted and
the names of the subsidiaries involved shall be
separately furnished to the Board. The Board may,
in its discretion, call for justification that the re
quired disclosure would be detrimental.
(c)
Describe any contractual arrangement,
known to the bank, including any pledge of secu
rities of the bank or any of its parents the opera
tion of the terms of which may at a subsequent
date result in a change of control of the bank.
IN F O R M A T IO N R E Q U IR E D IN
R E G IS T R A T IO N S T A T E M E N T
Instruction. T his p a rag ra p h does n ot require a
description of ord inary default provisions contained
in the charter, trust indentures o r o th er governing in
strum ents relating to securities o f the registrant.
Item 1. G eneral inform ation. 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 num ber of
holders of record of each class of equity securities
of the bank.
Item 2. Parents and subsidiaries o f the bank, (a)
List all parents of the bank, showing the basis
of control and, as to each parent, the percentage
of voting securities owned or other basis of con
trol by its immediate parent, if any.
(b)
Furnish a list or diagram of all subsidiaries
of the bank and, as to each subsidiary, indicate
(1) the State or other jurisdiction under the laws
of which it was organized, and (2) the percentage
of voting securities owned or other basis of con
trol by its immediate parent. Designate (i) sub
sidiaries for which separate financial statements
are filed; (ii) subsidiaries included in consolidated
financial statements; (iii) subsidiaries included in
group financial statements filed for unconsolidated
subsidiaries; and (iv) subsidiaries for which no
financial statements are filed, indicating briefly
w hy statements of such subsidiaries are not filed.
Item 3. Description o f business. Describe briefly
the business done or intended to be done by the
bank and any significant developments or trends
in such business occurring over the preceding five
years. Information should be furnished as to any
mergers, consolidations, o r other acquisitions of
assets of any other person that were consummated
during such period. State the num ber of banking
offices in each city (or county) in the United States
in which the bank has offices and the num ber 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.
(а) The description shall include, without lim
itation, inform ation as to matters such as the fol
lowing:
Instructions. 1. Include the b a n k and show clearly
the relationship of each person nam ed to the bank
a n d the o th e r persons n am ed, including the perce n t
age of voting securities o f the bank owned o r other
basis of control by its im m ediate parent. T h e nam es
o f p articu lar subsidiaries m ay be om itted if the u n
n a m e d subsidiaries considered in the aggregate as a
single subsidiary w ould not constitute a significant
subsidiary.
2.
In case the bank owns, directly o r indirectly, a p
proxim ately 50 pe r cent o f the voting securities of
any person and approxim ately 50 per cent of the
voting securities of such person are owned directly o r
indirectly by an o th e r single interest, o r if the b a n k
tak es up the equity in undistributed earnings o f any
o th e r u nconsolidated person, such person shall be
deem ed to be a subsidiary for the p urpose o f this
item.
(1) Competitive conditions in the m arket areas
involved and the competitive position of the bank,
if known or reasonably available to the bank. If
several services are involved, separate considera
tion shall be given to the principal services or
classes of services.
(2) The principal services rendered by the
bank, including any significant changes in the
kinds of services rendered, during the past three
fiscal years.
(3) The estimated dollar amount, if material,
spent during each of the last two fiscal years for
the development of new services or the improve
ment of existing services.
(4) The number of persons employed by the
bank.
(5) The extent to which the business of the
bank or a material portion thereof is or may be
seasonal.
Note: I f any person is c o ntrolled by m eans of the
direct o w nership o f its securities by two or m o re p e r
sons listed in response to this item, so indicate by
ap pro p ria te cross reference.
(б) Present in tabular form, for each of the
three years for which a statement of income is
being furnished, ratios of the b ank’s net income
REGULATION F
to the following items: (a) average equity capital
accounts, and (b) average daily total deposits.
Ratios for such periods of average daily loans to
average daily deposits should also be included.
(7) If more than 25 per cent o f the bank's loans
are concentrated in any one of the categories spe
cified in Schedule III of Forms F -9 D . or if more
than 10 per cent of the bank’s loans in any partic
ular category specified in Schedule III of Form
F - 9 D represent the indebtedness of persons or
firms in a particular industry (for example, elec
tronics or real estate investment trusts), the cate
gory o f loans, the particular industry or industries
involved, and the percentages that the amounts of
such loans bear to the total amount of the bank’s
loans and to the total amount of the b an k ’s loans
in the pertinent category in Schedule III.
(8) The dollar amounts of loans and other com
mitments as of the end of the last fiscal year and
previous fiscal year, indicating also the portions
thereof reasonably expected to be exercised within
the current fiscal year.
Instructions. 1. I f the b a n k proposes to enter, o r
has recently entered or introduced a new service re
quiring the investm ent of a m aterial a m o u n t of its
total assets, provide as supplem ental inform ation at
the time of filing of the registration statem ent, but
not as a p art thereof, a copy o f any studies conducted
or pe rform e d by o r fo r the ban k relating to such
business, a n d a statem en t as to the actual or proposed
use o f such study. W h ere m aterial, disclosure of the
absence o f such a study is required.
2. T h e principal m ethod s o f com petition (e.g.,
rate service"! should be identified and positive and
negative factors pertaining to the competitive position
of the bank, to the extent that they exist, should be
explained, if know n o r reaso nably available to the
bank. An estim ate o f the n u m b er o f com petitors
should be included, and where m aterial, the p a rtic u
lar m ark et areas in which the bank com petes should
be identified. W h ere o n e or a sm all n u m b e r of c o m
petitors are dom inant, they should be identified.
3. T h e description shall not relate to the powers
an d objects specified in the ch arter, but to the actual
business do ne and intended to be done. Include the
business of subsidiaries o f the bank in so far as is
necessary to u nde rstand the c h ara cte r and d evelop
ment o f the business co nducted by the total e n te r
prise.
4. In describing developm ents, inform ation shall be
given as to m atters such as the following: the nature
and results of any oth er m aterial reorganization, r e
adjustm ent or succession of the registrant or any of
its significant subsidiaries; the acquisition o r disposi
tion of any m aterial a m o u n t of assets otherw ise than
in the ordin ary course o f business: and any m aterial
changes in the m ode o f conducting the business.
(REGISTRATION STATEMENT) FORM F -l
5. A pp rop riate disclosure shall also be m ad e as to
the m aterial effects that com pliance with Federal,
State and local provisions which have been enacted
o r a dopted regulating the discharge of m aterials into
the e nvironm ent, o r otherwise relating to the protec
tion o f the environm ent, m ay have upon the capital
expenditures, earnings and competitive position o f the
bank and its subsidiaries.
6. T he business of a predecessor o r predecessors
shall be deem ed to be the business o f the b a n k fo r
the p urpose of this item.
7. A p p ro p ria te disclosure shall be m ade with re
spect to any m aterial portion o f the business (e.g.
deposits) which m ay be subject to term inatio n at the
election of State, local, or F e d e ral governm ents, or
any o th e r depositor.
(b) If the bank and its subsidiaries engage in
material operations in foreign countries, or if a
material portion of revenues is derived from cus
tomers in foreign countries, appropriate disclosure
shall be made with respect to the importance of
that part of the business to the bank and the risks
attendant thereto. Insofar as practicable, furnish
information with respect to volume and profitabil
ity of such operations.
(c) T he Board may, upon written request of the
bank, and where consistent with the protection of
investors, permit the omission of any of the infor
mation herein required or the furnishing in sub
stitution therefor of appropriate information of
comparable character. The Board may also re
quire the furnishing of other inform ation in addi
tion to, or in substitution for, the information
herein required in any case where such inform a
tion is necessary or appropriate for an adequate
description of the business done or intended to
be done.
Item 4. Summary o f operations. Furnish in
comparative columnar form a summ ary of opera
tions for the bank or for the bank and its sub
sidiaries consolidated, as appropriate, for—
(a) each of the last five fiscal years of the bank
(or for the life of the bank and its predecessors,
if less), and
(b) any additional fiscal years necessary to keep
the sum m ary from being misleading.
Where necessary, include information or ex
planation of material significance to investors in
appraising the results shown, or refer to such in
formation or explanation set forth elsewhere in
the registration statement.
Instruction. 1. As a m inim um , o perating incom e,
o perating expenses, incom e before incom e taxes a n d
security gains (losses), applicable incom e taxes, in
FORM F -l (REGISTRATION STATEMENT)
com e before security gains (losses), security gains
(losses), a n d net incom e should be presented. The
s u m m ary shall reflect retroactive a djustm ents of any
m aterial items affecting the c om parability o f the
results.
2. P e r share earnings a n d dividends declared for
each period o f the su m m ary shall be also show n. T he
basis of the c om pu ta tion of per share earnings shall
be stated, together with the n u m b e r o f shares used
in the c om putation. T he b a n k shall file as an exhibit
a statem ent setting fo rth in reasonable detail the
c o m p u ta tio n o f p e r share earnings, unless the c o m
putatio n can be clearly determ ined fro m the answ er
to this item.
3. (a) If debt securities are being registered, the
b a n k m ay, at its option, show in ta b u la r fo rm for
each fiscal y e ar the ratio of earnings to fixed charges.
Such ratio shall be calculated both on the basis of
excluding interest o n deposits a n d including interest
on deposits as p a rt o f “fixed charges.”
(b) E arn in gs shall be com pleted after all operating
and incom e deductions except fixed charges and taxes
based on incom e or profits and after elim inating u n
distributed incom e or unconsolidated subsidiaries and
50 per cent o r less owned persons.
(c) T he term “fixed charges” shall m ea n (i) interest
a n d a m o rtization o f debt discount a n d expense and
pre m iu m on all indebtedness; (ii) such portion of
rentals as can be d e m o n stra ted to be representative
of the interest factor in the p a rtic u la r case.
(d) A ny ban k electing to show the ratio o f e a r n
ings to fixed charges, in accordance with this in struc
tion, shall file as an exhibit a statem en t setting forth
in reasonable detail the com p utations o f the ratios
shown.
Item 5. Description o f 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 banking offices
are located, indicating any major encumbrances
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
b ank’s last fiscal year exceeded 5 per cent of its
operating expenses, state the amount of such
rentals, the average term of the leases pursuant to
which such rentals were paid, and the expiration
dates of any material leases.
Item 6. 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 am ount of anything of value (including
money, property, contracts, options, or rights of
any kind) received or to be received by each pro
moter directly or indirectly from the bank, and
REGULATION F
the nature and amount of any assets, services, or
other consideration therefor received or to be re
ceived by the bank.
(b) As to any assets acquired or to be acquired
by the bank from a promoter, state the amount
at which acquired or to be acquired and the prin
ciple followed or to be followed in determining
the amount. Identify the persons making the de
termination and state their relationship, if any,
with the bank or any promoter. If the assets were
acquired by the prom oter within 2 years prior to
their transfer to the bank, state the cost thereof to
the promoter.
Item 7. Pending legal proceedings. Describe
briefly any material pending legal proceedings,
other than ordinary routine proceedings incidental
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, the principal parties
thereto, a description of the factual basis alleged
to underlie the proceeding and the relief sought.
Include similar information as to any such p ro
ceedings known to be contemplated by govern
mental authorities.
Instructions. 1. N o collection action o r o th er claim
need be described unless it d eparts from the n orm al
kind of such actions.
2. N o inform ation need be given with respect to
proceedings that involve principally claims for d a m
ages if the aggregate a m o u t involved does n o t exceed
10 per cent of the equity capital a ccounts o f the bank.
If. however, any proceeding presents in large degree
the sam e issues as other proceedings pending or
know n to be co ntem plated, the a m o u n t involved in
such o th e r proceedings shall be included in com put
ing such percentage.
3. Any m aterial proceedings to which any director,
officer, o r affiliate of the bank, any security holder
n a m e d in answ er to Item 12(a), or any association of
any such director, officer, or security holder, is a
party, o r has a m aterial interest, adverse to the bank
o r any of its subsidiaries shall also be described.
4. N o tw ithstanding the foregoing, adm inistrative
o r judicial proceedings arising un der any Federal,
State or local provisions which have been enacted o r
ad opted relating to the protection of the environm ent,
shall not be deem ed "ord inary routine litigation in
cidental to the business” and shall be described if
such proceeding is m aterial to the business o r finan
cial condition of the bank or if it involves prim arily
a claim for dam ages and the am o unt involved ex
clusive of interest and costs, exceeds 10 per cent of
the equity capital accounts o f the bank and its sub
sidiaries on a consolidated basis. A ny such proceed
REGULATION F
ings by go vernm ental authorities shall be d eem ed
m aterial and shall be described w hether or not the
a m ou nt o f any claim for dam ages involved exceeds
10 per cent o f equity capital accounts on a consoli
dated basis and w hether or not such proceedings are
considered “ord inary routine litigation incidental to
the business-’; Provided however, that such p ro c ee d
ings which are sim ilar in n a tu re m ay be grouped and
described generically stating: the n u m b e r o f such
proceedings in each group: a generic description of
such proceedings: the issues generally involved; and.
if such proceedings in the aggregate are m aterial to
the business o r financial condition o f the bank, the
effect o f such proceedings on the business o r finan
cial c ondition of the bank.
Item 8. Directors and officers, (a) 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. State the age of the persons named,
their terms of office, and the periods during which
each such person has served. Briefly describe any
arrangement or understanding between each di
rector or officer and any other person pursuant to
which such director or officer was selected to serve
in that capacity.* The term “officer” is defined in
§ 206.2(q).
Instruction. D o n o t include a rran g e m e n ts o r u n
derstandings with directors o r officers o f the bank
acting solely in their capacities as such.
(b) State the nature of any family relationship
between any director or officer and any other di
rector or officer.
Instruction. T he term “ family realtionship" m eans
any relationship by blood, m arriage o r adoption, not
m ore rem ote than first cousin.
(c) Give a brief account of the business experi
ence during the past five years of each director
and each officer, including his principal occupa
tions and employment during that period and the
name and principal business of any corporation
or other organization in which such occupations
and employment were carried on. W here an exec
utive officer has been employed by the bank or a
subsidiary of the registrant for less than five years,
a brief explanation should be included as to the
nature of the responsibilities undertaken by the
individual in prior positions to provide adequate
disclosure of his prior business experience.
(d) Describe any of the following events which
occurred during the past ten years and which are
material to an evaluation of ability and integrity
of any director or officer of the bank.
(REGISTRATION STATEMENT) FORM F -l
(1) A petition under the Bankruptcy Act or any
State insolvency law was filed by or against, or a
receiver, fiscal agent or similar officer was ap
pointed by a court for the business o r property
of. such person, or any partnership in which he
was a general partner at or within 2 years before
the time of such filing, or any corporation or busi
ness association of which he was an officer at or
within 2 years before the time of such filing;
(2) Such person was convicted in a criminal
proceeding (excluding traffic violations and other
minor offenses) o r is the subject of a criminal
proceeding which is presently pending; or
(3) Such person was the subject of any order,
judgment or decree of any court of competent
jurisdiction permanently or temporarily enjoining
him from acting as an investment adviser, under
writer. broker or dealer in securities, or as an
affiliated person, director or employee of any in
vestment company, bank, savings and loan asso
ciation or insurance company, or from engaging
in or continuing any conduct or practice in con
nection with any such activity or in connection
with the purchase or sale of any security, or was
the subject of any order of a Federal or State
authority barring or suspending, for more than
60 days, the right of such person to be engaged
in any such activity or to be associated with per
sons engaged in any such activity, which order has
not been reversed or suspended.
Instruction. If any event specified in p a rag ra p h (d)
has occurred but in fo rm a tio n in regard thereto is
om itted on the ground th a t it is not m aterial, the
ban k shall furnish, as supplem ental inform ation and
no t as a part o f the registration statem ent, a descrip
tion of the event a n d a statem ent of the reasons for
the om ission o f in fo rm ation in regard thereto.
Item 9. Indemnification o f directors and offi
cers. State the general effect of any charter p ro
vision. by-law. contract, arrangement, or statute
under which any director or officer of the bank
is insured or indemnified in any m anner against
any liability that he may incur in his capacity as
such.
Item 10. Rem uneration o f directors and offi
cers. (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:
REGULATION F
FORM F -l (REGISTRATION STATEMENT)
(1) Each director and each of the three highest
paid officers of the bank whose annual total direct
remuneration exceeded $40,000, naming each such
person.
(2) All directors and officers of the bank as a
group, without naming them, but stating the num
ber of persons included.
N a m e of
individual or
nu m b er of persons
in group
(A)
C apacities in
which
re m u n e ratio n
was received
Aggregate
rem uneratio n
(B)
(C)
Instructions. 1. T his item applies to any person
w ho was a d irecto r or officer o f the bank at any time
during said fiscal year. In fo rm atio n need not. ho w
ever, be given for any p o rtio n o f that period during
which such person was n ot a director o r officer.
2. T h e info rm ation is to be given on an accrual
basis, if practicable. T he tables required by this p a ra
graph a n d p a rag ra p h (b) m ay be c om bined if the
b a n k so desires.
3. D o not include re m u n e ratio n paid to a p a r tn e r
ship in which any directo r o r officer was a partner.
But see Item 13, below.
4. If the bank has not com pleted a full fiscal year
since its o rganization or if it acquired o r is to acquire
the m ajority o f its assets fro m a predecessor within
the c u rrent fiscal year, the in form atio n shall be given
fo r the c urrent fiscal year, estim ating future pay
m ents if necessary. T o the extent that such r e m u n e ra
tion is to be com puted upon the basis of a percentage
o f earnings o r profits, the percentage m ay be stated
w ith out estim ating the a m o u n t of such profits to be
paid.
5. If any part o f the re m u n e ratio n show n in re
sponse to this item was paid pursuant to a m aterial
bonus o r profit-sharing plan, describe briefly the plan
and the basis u p o n which d irectors o r officers p a r
ticipate therein.
(b) Furnish the following information, in sub
stantially the tabular form indicated below, as to
all annuity, pension or retirement benefits pro
posed 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
subsidiaries to (1) each director or officer named
in answer to paragraph (a)(1). and (2) all directors
and officers of the bank who are eligible for such
benefits, as a group, stating the num ber of persons
in the group without naming them:
N a m e of
individual or
n u m b er of
persons in aroup
(A)
A m ou nts set
Estim ated
aside o r accrued ann ual benefits
during bank's
upon retirem ent
last fiscal year
(B)
(C)
Instructions. 1. C o lu m n (B) need n ot be answ ered
with respect to a m o u n ts c o m pute d on an actuarial
basis un der any plan that provides fo r fixed benefits
in the event o f retirem ent at a specified age o r after
a specified n u m b er of years o f service. In such case.
C olum n s (A) and (C) need not be answered with
respect to directors and officers as a group.
2. T h e inform ation called for by C o lu m n (C) m ay
be given in a table showing the ann ual benefits pay
able upon retirem ent to persons in specified salary
classifications.
3. In the case o f any plan (other than those speci
fied in Instructio n 1) where the a m o u n t set aside each
year depends upon the a m o u n t o f earnings o r profits
of the bank o r its subsidiaries fo r such year or a
prior year (or where otherwise im practicable to state
the estim ated annual benefits upon retirem ent) there
shall be set forth, in lieu o f the in fo rm a tio n called
for by C olu m n (C), the aggregate a m o u n t set aside
or accrued to date, unless im practicable to do so, in
which case the m etho d of c om puting such benefits
shall be stated.
(c)
Describe briefly all remuneration payments
(other than accrued payments reported under para
graph (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 officers of the
bank as a group, without naming them.
Instruction. In form ation need n o t be included as to
paym ents to be m ade for. or benefits to be received
from , group life o r accident insurance, grou p hos
pitalization. o r sim ilar group paym ents o r benefits. If
im practical to state the a m o u n t o f rem uneration, pay
m ents proposed to be m ade, the aggregate a m o u n t
set aside o r accrued to date in respect o f such pay
m ents should be stated, to gether with an explanation
o f the basis for future paym ents.
Item 11. M anagem ent options to purchase secu
rities. Furnish the following information as to all
options to purchase securities from the bank held
(REGISTRATION STATEMENT) FORM F -l
REGULATION F
by any of the following persons: (i) each director
or officer named in answer to paragraph (a)(1) of
Item 10, naming each such person; and (ii) all
directors and officers of the registrant as a group,
without naming them.
(a) The title and am ount of securities called for;
(b) The option prices, expiration dates, and
other material provisions;
(c) Any consideration received for the granting
thereof; and
(d) The market value of the security on the date
of grant.
Instructions. 1. T h e term “optio ns” as used in this
term includes all options, w a rran ts o r rights, o ther
than those issued to security holders as such on a
pro rata basis.
2. T he extension, regranting or m aterial a m e n d
m ent of options shall be deem ed the granting of
options within the m eaning of this item.
3. W here the total m ark et value o f securities called
for by all o utstanding options does n ot exceed
S 10.000 for any person required to be nam ed, or
$40,000 for all directors and officers as a group, this
item need not be answ ered with respect to such pe r
son o r group.
4. In case a n u m b e r o f options are outstanding
having different prices and expiration dates, the o p
tions m ay be g rou pe d by prices and dates. If this
produces m ore th an five separate groups then there
m ay be show n only the range of the expiration dates
and prices.
Item 12. Principal holders o f securities. Furnish
the following information as of a specified date
within 90 days prior to the date of filing in sub
stantially 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 beneficially
only, and show in Columns (D) and (E) the respec
tive am ounts and percentages owned in each such
manner:
N a m e and
address
Title o f
ciass
(A )
(B)
T \p eo f
ow nership
(C )
Amount
owned
Percent
o f c lass
(D )
(E )
(b)
As to 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 all directors and
officers of the bank, as a group, without naming
them.
T itle of
class
(A )
A m o u n t beneficially
owned
(B)
Per cent of
class
(C)
Instructions. 1. T he percentages are to be calculated
on the basis o f the a m o u n t of securities outstanding,
excluding securities held by or for the account of
the bank. In any case where the a m o u n t owned by
directors and officers as a group is less th an 1 per
cent of the class, the per cent of the class owned by
them m ay be om itted.
2. If. to the knowledge of the bank, m ore than 10
per cent of any class o f voting securities of the ban k
are held o r to be held subject to any voting trust or
o th er sim ilar agreem ent, state the title of such se
curities, the a m o u n t held or to be held, and the d u ra
tion o f the agreem ent. Give the nam es and addresses
of the voting trustees and outline briefly their voting
rights and oth er powers u n d e r the agreem ent.
3. F o r the purpose o f this item a person shall be
deem ed to be the beneficial ow n e r of securities which
he has the right to acquire through the exercise of
presently exercisable options, w a rran ts or rights or
throug h the conversion of presently convertible se
curities. In c om puting the percentage of the class
owned, securities which such person has a right to
acquire shall be deem ed to be outstanding.
Item 13. Interest o f m anagem ent and others in
certain transactions, (a) 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 trans
actions during the last three years, or in any mate
rial proposed transactions, to which the bank or
any of its subsidiaries was, or is to be, a party:
(1) Any director or officer of the bank;
(2) Any security holder named in answer to
Item 12(a): or
(3) Any associate of any of the foregoing per
sons.
Instructions. 1. See In struction 1 to Item 10(a).
Include the na m e o f each person w hose interest in
any transaction is described and the n ature of the rela
tionship by reason of which such interest is required
to be described as well as the n ature of his interest
FORM F -l (REGISTRATION STATEMENT)
in the transaction. W h ere it is not p racticable to
state the a pproxim a te a m o u n t of the interest, the
a pp rox im a te a m o u n t involved in the transaction
shall be indicated.
2. As to any transactio n involving the p urchase or
sale of assets by o r to the b ank o r any subsidiary,
otherwise th an in the o rd in ary course of business,
state the cost of the assets to the pu rc h aser and the
cost there of to the seller if acquired by the seller
within two years p rior to the transaction.
3. This item does not apply to any interest arising
fro m the o w nership of securities of the b a n k where
the security h o ld er receives no extra o r special ben e
fit n o t shared on a pro ra ta basis by all oth er holders
of the sam e class.
4. N o in fo rm a tio n need be given in response to
this Item 13(a) as to any re m u n e ratio n o r other
transaction reported in response to Item 10 o r 11,
o r as to any transaction with respect to which info r
m atio n m ay be o m itted pu rsu a n t to Instruction 1 to
Item 10(b) o r the instruction to Item 10(c).
5. In fo rm atio n should be included as to any m a te
rial underw riting discounts a n d com m issions up on
the sale o f securities by the bank where any o f the
specified persons was o r is to be a principal u n d e r
w riter o r is a c o ntrolling person or m em b e r of a firm
th at was o r is to be a principal underw riter. In f o r
m ation need not be given concerning o rd in ary m a n
a gem ent fees paid by underw riters to a m anaging
un derw riter p ursuant to a n agreem ent a m o n g u n d e r
writers the parties to which do not include the bank
or its subsidiaries.
6. N o in fo rm a tio n need be given in a nsw er to this
item as to any transac tio n o r any interest therein
where:
(i) T he rates or charges involved in the transaction
are fixed by law o r g overnm ental autho rity or de te r
m ined by competitive bids;
(ii) T he interest o f the specified person in the
transaction is solely that o f a d irector o f an o th e r
co rp o ratio n that is a p arty to the transaction;
(iii) T he specified person is subject to this Item
13(a) solely as a director o f the b a n k (or associate
o f a director) an d his interest in the transaction is
solely th a t of a d irector a n d / o r officer o f an o th e r
c orp o ratio n th a t is a party to the transaction;
(iv) T h e transaction does not involve re m un e ration
f o r services, directly o r indirectly, a n d (A) the inters
est o f the specified persons arises fro m the ownership
individually and in the aggregate of less th an a 10
per cent interest in an o th e r person that is a p a rty to
the transaction, (B) the transaction is in the ord inary
course of business o f the bank o r its subsidiaries,
a n d (C) the a m o u n t o f such transaction o r series o f
transactions is less th an 10 per cent of the equity
capital accounts o f the bank;
(v) T h e transaction involves services as a bank
depository o f funds, tran sfer agent, registrar, trustee
under a trust indenture, o r o th e r sim ilar service;
(vi) T he interest o f the specified person, including
all periodic installm ents in the case o f any lease
REGULATION F
o r oth er agreem ent providing f o r periodic paym ents
o r installments, does not exceed $40,000.
(vii) T he transaction consists o f extensions o f credit
by the ban k in the ordinary course of its business
that (A) are m ade on substantially the sam e terms,
including interest rates and collateral, as those pre
vailing at the time fo r c o m p a rab le transactions with
oth er than specified persons, (B) at no tim e exceed
10 per cent o f the equity capital accounts o f the
bank, o r $10 million, whichever is less, and (C) do
not involve m o re th an the n o rm al risk o f collectibil
ity or present oth er u nfavorable features. N o tw ith
standing the foregoing, if aggregate extensions of
c redit to the specified persons, as a group, exceeded
20 per cent o f the equity capital accounts o f the
b a n k at any time during the preceding year, (1) the
aggregate a m o u n t of such extensions o f credit shall
be disclosed, a n d (2) a statem ent shall be included,
to the extent applicable, th a t the bank has had. and
expects to have in the future, banking transactions in
the ord in ary course of its business with directors,
officers, principal stockholders, an d their associates,
on the sam e term s, including interest rates a n d col
lateral on loans, as those prevailing at the sam e
time f o r c o m p a rab le tran sactio ns with others. F o r
the purpose of determ ining “aggregate extensions of
c redit” in this instruction, tran sactio ns which are
e xem pted fro m disclosure p u rsu a n t to oth er instruc
tions to this Item 13(a) m ay be excluded.
7. In fo rm atio n shall be furnished in answ er to
this item with respect to tran sactio ns not excluded
above that involve re m u neration , directly o r indi
rectly, to any o f the specified persons fo r services
in any capacity unless the interest o f such persons
arises solely from the ow nership individually and in
the aggregate o f less than a 10 per cent interest in
a n o th e r person furnishing the services to the bank
o r its subsidiaries.
8. T h e a m o u n t o f the interest o f any specified
person shall be co m pu ted w ithout regard to the
a m o u n t of the profit or loss involved in the tran s ac
tion.
(b)
Describe briefly any transactions during the
last three years or any presently proposed trans
actions, to which any pension, retirement, savings
or similiar plan provided by the bank, or any of
its parents or subsidiaries, was or is to be a party,
in which any of the following persons had or is
to have a direct or indirect material interest,
naming such person and stating his relationship
to the bank, the nature of his interest in the trans
action and, where practicable, the am ount of
such interest:
(1) Any director or officer of the bank;
(2) A ny security holder nam ed in answer to
Item 12(a);
(3) Any relative or spouse of any of the fore
going persons, or any relative o f such spouse,
REGULATION F
who has the same hom e as such person or who
is a director or officer of any parent or subsidiary
of the bank; or
(4) T he bank o r any of its subsidiaries.
Instructions. 1. Instructions 1, 2, 3, 4, 6, 7 and 8
to Item 13(a) shall apply to this Item 13(b).
2. Without limiting the general meaning of the
term “transaction” there shall be included in answer
to this item any remuneration received or any loans
received or outstanding during the period, or pro
posed to be received.
3. No information need be given in answer to
paragraph (b) with respect to—
(i) Payments to the plan, or payments to bene
ficiaries, pursuant to the terms of the plan;
(ii) Payments of remuneration for services not in
excess of 5 per cent of the aggregate remuneration
received by the specified person during the bank’s
last fiscal year from the bank and its subsidiaries; or
(iii) Any interest of the bank or any of its sub
sidiaries which arises solely from its general interest
in the success of the plan.
Item 14. Capital stock being registered. If capi
tal stock is being registered, state the title of the
class and furnish the following information:
(a) Outline briefly (1) dividend rights; (2) vot
ing rights; (3) liquidation rights; (4) preemptive
rights; (5) conversion rights; (6) redemption pro
visions; (7) sinking fund provisions; and (8) liabil
ity to further calls or to assessment by the bank.
(b) If the rights o f holders of such stock may
be modified otherwise than by a vote of a m ajor
ity o r more of the shares outstanding, voting as
a class, so state and explain briefly.
(c) Outline briefly any restriction on the re
purchase or redemption of shares by the bank
while there is any arrearage in the paym ent of
dividends o r sinking fund installments. If there
is no such restriction, so state.
Instructions. 1. This item requires only a brief
summary of the provisions that are pertinent from
an investment standpoint. A complete legal descrip
tion of the provisions referred to is not required and
should not be given. Do 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 or by the
provisions of any contract or other document, in
clude such information regarding such other 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. No information need be given, however, as
to any class of securities all of which will be re
(REGISTRATION STATEMENT) FORM F -l
deemed and retired if appropriate steps to assure
such redemption and retirement will be taken prior
to registration of the securities being registered.
Item 15. 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, sink
ing fund, or retirement.
(b) Provisions restricting the declaration of
dividends o r requiring the maintenance of any
ratio of assets or the creation o r maintenance of
reserves or the maintenance of properties.
(c) Provisions permitting or restricting the
issuance of additional securities, the withdrawal
of cash deposited against such issuance, the in
curring of additional debt, the release or substitu
tion of assets securing the issue, the modification
of the terms of the security, and similar provi
sions.
(d) T he nam e o f 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 enforce the lien.
(e) Provisions with respect to the kind and
priority of any lien securing the issue, together
with a brief identification of the principal
properties subject to each lien.
Instruction. 1. The instructions to Item 14 shall
apply to this item.
2. Provisions permitting the release of assets upon
the deposit of equivalent funds or the pledge of
equivalent property, the release of property no longer
required in the business, obsolete property or prop
erty taken by eminent domain, the application of
insurance moneys, and similar provisions, need not
be described in answer to paragraph (c).
Item 16. Other securities being registered. If
securities other th an capital stock or long-term
debt are being registered, outline briefly the
rights evidenced thereby. If subscription warrants
or rights are being registered, state the title and
am ount of securities called for, the period during
which and the price at which the warrants or
rights are exercisable.
Instruction. The instructions to Item 14 shall also
apply to this item.
Item 17. R ecent sales o f securities. Furnish the
following inform ation as to all securities of the
bank sold by the bank within the past three years
REGULATION F
FORM F -l (REGISTRATION STATEMENT)
or presently proposed to be sold. Include securi
ties issued in exchange for property, services, or
other securities, and new securities resulting from
the modification of outstanding securities.
(a) Give the date of sale, title, and am ount
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 w hom the securities were sold.
(c) As to securities sold for cash, state the
aggregate offering price and the aggregate under
writing discounts or commissions. As to any se
curities sold otherwise than for cash, state the
nature of the transaction and the nature and ag
gregate am ount of consideration received by the
bank.
(d) Give 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
approxim ate am ount to be used for each purpose.
Instructions. (1) In fo rm a tio n need n o t be set fo rth
as to notes, drafts, bills o f exchange, or b a n k accept
ances th at m a tu re n o t later than 12 m on th s fro m
the date of issuance.
(2)
If the sales were m ad e in a series o f transac
tions, the inform ation m ay be given by such totals
and periods as will reasonably convey the in fo rm a
tion required.
Item 18. N ature o f trading market. As to each
class of securities to be registered pursuant to
Section 12(g) of the Act, state briefly the nature
of the trading market, if any, in such securities,
including the names of the principal market
makers and the reported high and low bid prices
fo r each quarterly period during the past three
years. If bank securities are inactively traded, so
state and indicate the range of sales prices known
to m anagement for each such period and the
source of such information.
Item 19. A pplicability o f State law s. Describe
briefly the m anner in which the laws of the State
under the laws of which the bank is chartered
may materially affect:
(a) D e novo branching;
(b) Mergers;
(c) Interest rates on loans; and
(d) Bank holding companies.
Item 20 . Financial statements and exhibits. List
all financial statements and exhibits filed as a
part of the registration statement.
(a) Financial statements.
(b) Exhibits.
S IG N A T U R E S
Pursuant to the requirem ents of the Securities
Exchange Act of 1934, the bank has duly caused
this registration statement to be signed on its
behalf by the undersigned, thereunto duly author
ized.
(Name of bank)
D ate__ _________ By____________________________
(Name and title of signing officer)
IN S T R U C T IO N S A S TO F IN A N C IA L
STATEM ENTS
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 verification
form, and content of the balance sheets and state
ments of income required, including the basis of
consolidation, and prescribes the statement of
changes in capital accounts, statement of changes
in financial position, and the schedules to be filed
in support thereof.
A . Financial statements o f the bank.
1. B alance sheets, (a) The bank shall file a veri
fied 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 re
quired 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 veri
fied balance sheet of the bank as of the end of the
latest fiscal year.
2. Statements o f incom e, (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 I (b) a verified state
ment of income of the bank for the fiscal year
REGULATION F
immediately preceding the date of the balance
sheet.
3. O m ission o f bank’s financial statements in
certain cases. Notwithstanding Instructions 1 and
2, the individual financial statements o f the bank
may be omitted if consolidated statements of the
bank and one or more of its subsidiaries are filed.
B. Consolidated statements
4. C onsolidated balance sheets, (a) T here shall
be filed a verified consolidated balance sheet of
the bank and its majority-owned (i) bank premises
subsidiaries, (ii) subsidiaries operating under the
provisions of sections 25 or 25(a) of the Federal
Reserve Act (“Agreem ent Corporations” and
“Edge Act Corporations”), and (iii) significant
subsidiaries, as o f 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
Registration Statement, in which case this bal
ance 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 am endm ent 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 statem ent o f incom e, (a) There
shall be filed verified statements of income of the
bank and its majority-owned (i) bank premises
subsidiaries, (ii) subsidiaries operating under the
provisions of sections 25 and 25(a) of the Federal
Reserve Act (“Agreement Corporations” and
“Edge Act Corporations”), and (iii) significant
subsidiaries, for each of the three fiscal years
preceding the date o f the consolidated balance
sheet required by Instruction 4(a).
(b)
There shall be filed with each balance sheet
filed pursuant to Instruction 4(b), a verified con
solidated statement of income of the bank and
such subsidiaries for the fiscal year immediately
preceding the date of the balance sheet.
C. U nconsolidated subsidiaries and other persons
6. Separate statements o f unconsolidated sub
(REGISTRATION STATEMENT) FORM F -l
sidiaries and other persons. T here shall be filed
such other verified financial statements with re
spect to unconsolidated subsidiaries and other per
sons as are material to a proper understanding
of the financial position and results of operations
of the total enterprise. F or purposes o f this item,
“other persons” includes 50 per cent owned per
sons and unconsolidated persons in which the
bank takes up equity in undistributed earnings.
D . Special provisions
7. Succession to other businesses, (a) If during
the period for which its statements o f income are
required, the bank has by merger, consolidation,
or otherwise succeeded to one or more businesses,
the additions, eliminations, and other changes
effected in the succession shall be appropriately
set forth in a note or supporting schedule to the
balance sheets filed. In addition, statements of
income for each constituent business, or combined
statements, if appropriate, shall be filed for such
period prior to the succession as may be necessary
when added to the time, if any, for which state
ments of income after the succession are filed to
cover the equivalent of the period specified in
Instructions 2 and 5 above.
(b) If the bank by merger, consolidation, or
otherwise is about to succeed to one or more
businesses, there shall be filed for the constituent
businesses financial statements, combined if appro
priate, that would be required if they were regis
tering securities under the Act. In addition, there
shall be filed a balance sheet of the bank giving
effect to the plan of succession. These balance
sheets shall be set forth in such form, preferably
columnar, as will show in related m anner the
balance sheets of the constituent businesses the
changes to be effected in the succession and the
balance sheet of the bank after giving effect to
the plan of succession. By a footnote or otherwise,
a brief explanation of the changes shall be given.
(c) This instruction shall not apply with re
spect to the b ank’s succession to the business of
any majority-owned subsidiary or to any acquisi
tion of a business by purchase.
8. A cquisition o f other businesses, (a) There
shall be filed for any business directly or indirectly
acquired by the bank after the date of the bal
ance sheet filed pursuant to Part A or B above
and for any business to be directly or indirectly
FORM F -l (REGISTRATION STATEMENT)
acquired by the bank, the financial statements
that would be required if such business were a
registrant.
(b) The acquisition of securities shall be
deemed to be the acquisition of a business if such
securities give control of the business or combined
with securities already held give such control. In
addition, the acquisition of securities that will ex
tend the b an k ’s control o f a business shall be
deemed the acquisition of the business if any of
the securities being registered hereunder are to
be offered in exchange for the securities to be
acquired.
(c) N o financial statements need be filed, how
ever, for any business acquired or to be acquired
from a majority-owned subsidiary. In addition,
the statements of any one or more businesses may
be omitted if such businesses, considered in the
aggregate as a single subsidiary, would not con
stitute a significant subsidiary.
9. Filing o f other statem ents in certain cases.
The Board may, upon the request of the bank,
and w here consistent with the protection of in
vestors, permit the omission of one or more of the
statements herein required or the filing in sub
stitution therefor of appropriate statements of
com parable character. T h e Board m ay also re
quire the filing of other statements in addition to,
or in substitution for, the statements herein r e
quired in any case where such statements are
necessary or appropriate for an adequate presenta
tion o f the financial condition o f any person
whose financial statements are required, or whose
statements are otherwise necessary for the pro
tection of investors.
E. Historical financial inform ation
10. Scope o f Part E. The information required
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 inform a
tion is to be given as to all of the accounts speci
fied whether they are presently carried on the
books or not. P art E does not call for verifica
tion, but only for a survey or review o f the ac
counts specified. It should not be detailed beyond
a point material to an investor.
REGULATION F
11 . R evaluation o f assets, (a) If there were
any material 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 entries; and (3) if in
connection with such revaluations any related ad
justments were made in reserve accounts, the
accounts and am ounts with explanations.
(b) Information is not required as to adjust
ments made in the ordinary course o f business,
but only as to m ajor revaluations made for the
purpose of entering on the books current values,
reproduction cost, or any values other than
original cost.
(c) N o inform ation need be furnished with re
spect to any revaluation entry that was subse
quently reversed or with respect to the reversal
o f 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 resulted
in transfers from capital share liability to surplus,
undivided profits, or reserves, state the am ount of
each such restatement and all related entries. N o
statement need be made as to restatements re
sulting 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 ac
counts, state the title of the class, the accounts, and
the respective amounts credited thereto.
13. D ebt discount and expense written off. If
any material amount of debt discount and ex
pense, on long-term debt still outstanding, was
written off earlier than as required under any
periodic am ortization plan, give the following in
formation: (1) title of the securities; (2) date of
the write-off; (3) am ount written off; and (4) to
what account charged.
14. Prem ium s and discount and expense on
securities retired. If any material am ount of long
term debt o r preferred shares was retired, and if
either the retirement was made at a premium or
there remained, at the time of retirement, a m ate
rial am ount of unamortized discount and expense
applicable to the securities retired, state for each
class (1) title of the securities retired; (2) date of
retirement; (3) am ount of prem ium paid and of
REGULATION F
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 material 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 am ounts thereof;
and (3) the accounts affected, including all m a
terial related entries. Instruction 11 (c) above also
applies here.
16. Predecessors. The information shall be
furnished, to the extent material, as to any prede
cessor 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 o r the successor, but also as to the
changes effected in the transfer of the assets from
the predecessor. N o information need be furnished,
however, as to any one or more predecessors that,
considered in the aggregate, would not constitute
a significant predecessor.
17. O m ission o f certain inform ation, (a) N o
information need be furnished as to any sub
sidiary, 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) N o information need be furnished here
under as to any one or more unconsolidated sub
sidiaries for which separate financial statements
are filed if all subsidiaries for which the inform a
tion is so omitted, considered in the aggregate,
would not constitute a significant subsidiary.
(c) Only the inform ation specified in Instruc
tion 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 sub
sidiary was in insolvency proceedings.
IN S T R U C T IO N S A S TO E X H IB IT S
Subject to provisions regarding incorporation
by reference, the following exhibits shall be filed
as a part of the Registration Statement. Exhibits
shall be appropriately lettered or num bered for
(REGISTRATION STATEMENT) FORM F -l
convenient reference. Exhibits incorporated by
reference may bear the designation given in the
previous filing. W here exhibits are incorporated by
reference, the reference shall be m ade in the list
of exhibits in Item 20.
1. Copies of the charter (or a composite or re
statement thereof) and the by-laws (or instruments
corresponding thereto) as presently in effect.
2. Copies of any plan of acquisition, reorgani
zation, readjustment, or succession described in
answer to Item 3 or 17.
3.(a) Specimens or copies of all securities be
ing registered hereunder, and copies of all con
stituent instruments defining the rights of holders
of long-term debt of the bank and of all sub
sidiaries for which consolidated or unconsolidated
financial statements are required to be filed.
. (b) T here need not be filed, however, (1) any
instrument with respect to long-term debt not be
ing registered hereunder if the total am ount 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 agreement to furnish a
copy of such instrument to the Board upon re
quest, (2) any instrument with respect to any
class of securities if appropriate steps to assure
the redemption or retirement 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 script certificates for frac
tions of shares.
4. Copies of all pension, retirement, or other
deferred compensation plans, contracts, or ar
rangements. If any such plan, contract, or arrange
m ent is not set forth in a formal document, fu r
nish a reasonably detailed description thereof.
Copies of any booklet or other description of any
such plan, contract, or arrangem ent shall also
be filed.
5. Copies of any plan setting forth the terms
and conditions upon which outstanding options,
warrants, or rights to purchase securities of the
bank or its subsidiaries from the bank o r its
affiliates have been issued, together with speci
men copies of such options, warrants, or rights;
or, if they were not issued pursuant to such a
plan, copies of each such option, warrant, or
right.
6. Copies of any voting trust agreement re
ferred to in answer to Item 12.
FORM F -l (REGISTRATION STATEMENT)
REGULATION F
7.
(a) Copies of every material contract not
made in the ordinary course of business that is
to be perform ed in whole or in part at or after
the filing of the Registration Statement or that was
made not more than two years before such filing
and perform ance of which has not been com
pleted. Only contracts need be filed as to which
the bank or a subsidiary is a party or has suc
ceeded to a party by assumption or assignment,
and in which the bank or such subsidiary has a
beneficial interest.
(b)
If the contract is such as ordinarily ac
companies the kind o f business conducted by the
bank and its subsidiaries, it is made in the o r
dinary course of business and need not be filed,
unless it falls within one or more of the follow
ing categories, in which case it should be filed
except where immaterial in am ount or signifi
cance:
14
(1) Directors, officers, promoters, voting trustee,
or security holders named in answer to Item 12(a)
are parties thereto except where the contract
merely involves purchase or sale of current assets
having a determinable market price, at such price.
(2) It calls for the acquisition or sale of fixed
assets for a consideration exceeding 10 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 5 is held by
the bank, or
(4) The am ount of the contract, or its im por
tance to the business of the bank and its sub
sidiaries, is material, and the terms and condi
tions are of a nature of which investors reasonably
should be informed.
(c)
Any bonus or profit-sharing plan, contract,
or arrangement shall be deemed material and shall
be filed.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-1B
F O R R E G IS T R A T IO N O F SE C U R IT IE S O F C E R T A IN SUCCESSO R
I S S U E R S P U R S U A N T T O S E C T I O N 12(b) O R (g) O F T H E
S E C U R IT IE S E X C H A N G E A C T O F 1934
G E N E R A L IN S T R U C T IO N S
A. R ule as to use o f Form F -1 B . This form
m ay be used for registration pursuant to section
12(b) o r (g) o f the Securities Exchange Act of
1934 (“A ct”) of securities of an issuer which has
no securities so registered but which has suc
ceeded to an issuer which at the time of the suc
cession had securities so registered, or to such an
issuer and one or more other persons, subject to
the following conditions:
(a) T he capital structure and balance sheet of
the successor issuer immediately after the suc
cession were substantially the same as those of
the single predecessor or, if more than one prede
cessor, the combined capital structures and bal
ance sheets of all of the predecessors; or
(b) Proxies were solicited pursuant to regula
tions promulgated by the Board, Federal Deposit
Insurance Corporation, Com ptroller o f the C ur
rency, o r other government agency, under section
14 of the Act, with respect to the succession from
the security holders o f the predecessor or, if more
than one predecessor, from the security holders
of at least one of such predecessors and copies of
the proxy statement used in such solicitation are
filed as an exhibit to the registration statement
on this form;
P rovided, how ever, (1 ) T h at this form m ay be
used only if the registration statement is filed
within 120 days after the date of the succession,
and (2) T hat this form shall not be used for the
registration on a national securities exchange p u r
suant to section 12(b) of the A ct of securities of
a successor issuer unless its predecessor or, if
m ore th an one predecessor, at least one of it pre
decessors, had securities listed and registered on
the same exchange at the time o f the succession.
B . A pplication o f R egulation F . (a) T he Board’s
Regulation F contains certain general require
ments which are applicable to registration on any
form. These general requirements should be care
fully read and observed in the preparation and
filing o f registration statements o n this form.
(b) Particular attention is directed to § 206.4
which contains general requirements regarding
matters such as the kind and size of paper to be
used, legibility, information to be given when
ever the title of securities is required to be stated,
incorporation by reference and the filing o f the
registration statement. The definitions contained
in § 206.2 should be especially noted.
C. Preparation o f registration statement. This
form is not to be used as a blank form to be
filled in, b u t only as a guide in the preparation
of the registration statement on paper meeting
the requirem ents o f § 206.4(t). The registration
statement shall contain the item numbers and cap
tions, but the text of the items m ay be omitted
provided the answers thereto are prepared in the
m anner specified in § 206.4(u).
D . Signature and filing o f registration state
m ent. Eight complete copies of the registration
statement, including exhibits and all papers and
docum ents filed as a p art thereof, shall be filed
with the Board. A t least one complete copy shall
be filed with each exchange on which registration
is applied for. A t least one o f the copies filed with
the Board and one filed with each such exchange
shall be manually signed. Unsigned copies shall be
conformed.
E . Incorporation by reference. If the inform a
tion called for by any item or items o f this form
is contained in a proxy statement filed as an ex
hibit pursuant to General Instruction A(b), such
inform ation may be incorporated by reference to
such docum ent in answer or partial answer to
such item or items.
FORM F-1B (REGISTRATION OF SECURITIES
REGULATION F
B O A R D O F G O V E R N O R S O F T H E F E D E R A L R E S E R V E SYSTEM
F O R M F -1 B
F O R R E G IS T R A T IO N O F S E C U R IT IE S O F C E R T A IN SUCCESSO R
IS S U E R S P U R S U A N T T O S E C T I O N 12(b) O R (g) O F T H E
S E C U R I T I E S E X C H A N G E A C T O F 1934
( E x a c t n a m e o f b a n k as specified in its ch a rter)
(S ta te o r o th e r ju risd ictio n o f in c o rp o ra tio n o r o rg an iz atio n )
(I.R .S . E m p lo y e r Id en tificatio n N o .)
(A d d ress o f p rin c ip a l executive offices)
(Z ip C o d e)
T itle o f each class of securities b ein g registered p u r s u a n t to sectio n 12(b) o f the A c t:
(T itle o f cla ss )
(T itle of cla ss)
Name of each exchange on which each class isto be registered
T itle o f each class of securities b e in g registered p u r s u a n t to section 12(b) o f th e A c t:
(T itle of class)
(T itle o f class)
IN F O R M A T IO N R E Q U IR E D IN
R E G IS T R A T IO N S T A T E M E N T
pursuant to section 12(b) or (g) of the Act at the
time of the succession.
Item 1. G eneral inform ation, (a) State the date
on which the bank was organized, its form of
organization, and the State or other jurisdiction
under the laws of which it was organized.
(b) State the date on w hich the bank’s fiscal
year ends.
(b)
Describe briefly the transaction of succes
sion and state the basis upon which securities of
the bank have been or are to be issued in ex
change for or otherwise in respect of securities
of any predecessor.
Item 2. Transaction o f succession, (a) N am e
each predecessor which had securities registered
Item 3. Securities to be registered. As to each
class of securities to be registered, state the num
ber of shares or the am ounts of bonds (1) pres
REGULATION F
(REGISTRATION OF SECURITIES) FORM F-1B
ently authorized, (2) presently issued and (3) pres
ently issued which are held by b ank for the
account of others.
Item 4. Capital stock to be registered. If capital
stock is to be registered hereunder, state the title
of the class and furnish the following inform a
tion (See Instruction 1):
(a) Outline briefly (1) dividend rights; (2) vot
ing rights; (3) liquidation rights; (4) pre-emptive
rights; (5) conversion rights; (6) redemption provi
sions; (7) sinking fund provisions, and (8) liability
to further calls or to assessment.
(b) If the rights o f holders of such stock may
be modified otherwise than by a vote of a majority
o r m ore of the shares outstanding, voting as a
class, so state and explain briefly.
(c) Outline briefly any restriction on the repur
chase or redemption of shares by the bank while
there is any arrearage in the paym ent of dividends
or sinking fund installments. If there is no such
restriction, so state.
Instructions. 1. If a description o f the securities
c o m p a rab le to th at required here is c o n tained in any
oth er filing with the B oard, such description m ay,
subject to § 2(f6.4(q) be inco rp o ra ted by reference to
such o th e r filing in answ er to this item. I f the secu
rities are to be registered on a national securities
ex change a n d the description has n ot previously been
filed with such exchange, copies of the description
shall be filed with copies o f the application filed with
the exchange.
2. T his item requires only a b rief su m m ary o f the
provisions w hich are pertinen t f r o m an investm ent
standpoint. A com plete legal description o f the p r o
visions re ferre d to is n o t requ ired a n d should n ot be
given. D o n o t set fo rth the provisions of the g overn
ing instrum ents ve rbatim ; only a succinct resum e is
required.
3. If the rights evidenced by the securities to be
registered are m aterially lim ited o r qualified by the
rights evidenced by any o th e r class of securities o r by
the provisions o f a n y con tra ct o r o th e r d ocum ent,
include such in fo rm a tio n re garding such lim itation o r
qualification as will enable investors to understand
the rights evidenced by the securities to be registered.
Item 5. D eb t securities to be registered. If the
securities to be registered hereunder are bonds,
debentures or other evidences of indebtedness, out
line briefly such of the following as are relevant:
(a)
Provisions with respect to interest, conver
sion, maturity, redemption, amortization, sinking
fund or retirement.
(b) Provisions with respect to the kind and pri
ority of any lien, securing the issue, together with
a brief identification of the principal properties
subject to such lien.
(c) Provisions restricting the declaration of
dividends o r requiring the maintenance of any
ratio o f assets, the creation o r maintenance o f
reserves or the maintenance of properties.
(d) Provisions permitting or restricting the issu
ance of additional securities, the withdrawal of
cash deposited against such issuance, the incurring
of additional debt, the release or substitution of
assets securing the issue, the modification of the
terms of the security, and similar provisions.
Instruction. Provisions perm itting the release of
assets u p o n th e deposit o f equivalent fund s o r the
pledge o f equivalent property, the release o f prop erty
n o lon ger required in the business, obsolete property
o r p ro p e rty taken by em inent do m ain, the application
of insurance m oneys, a n d sim ilar provisions, need not
be described.
(e) The nam e 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 ac
tion, and what indemnification the trustee may
require before proceeding to enforce the lien.
(f) The general type o f event which constitutes
a default and whether or not any periodic evidence
is required to be furnished as to the absence of
default or as to compliance with the terms of the
indenture.
Instruction. T h e instructions to Ite m 4 shall also
apply to this Item .
Item 6. Other securities to be registered. If secu
rities other than those referred to in Items 4 and
5 are to be registered hereunder, outline briefly
the rights evidenced thereby. If subscription w ar
rants or rights are to be registered, state the title
and am ount of securities called for, the period
during which and the price at which the warrants
or rights are exercisable.
Instruction. T h e instructions to Ite m 4 shall also
apply to this Item .
Item 7. Financial statem ents and exhibits. List
bel >w all financial statements and exhibits, if any,
required to be filed as a part of the application
or statement;
(a) Financial Statements.
(b) Exhibits.
FORM F-1B (REGISTRATION OF SECURITIES)
S IG N A T U R E
Pursuant to the requirements of section 12 of
the Securities Exchange A ct of 1934, the bank
has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto
duly authorized.
REGULATION F
statement filed as an exhibit, which would be
called fo r by F orm F - l if the securities were to
be registered on that form.
IN S T R U C T IO N S A S TO E X H IB IT S
Subject to section 206.4(q) regarding the incor
poration of exhibits by reference, the following
exhibits shall be filed as a part of the registration
(Bank)
statement. Such exhibits shall be appropriately let
D a t e : ____________ _ B y _________________________
tered or num bered for convenient reference. Ex
hibits incorporated by reference m ay be referred
(Signature) *
to by the designation given in the previous filing.
*
Print the nam e and title o f the signing officer
Where exhibits are incorporated by reference, the
under his signature.
reference shall be m ade in the list of exhibits
called for under Item 7.
IN S T R U C T IO N S A S TO F IN A N C IA L
STATEM EN TS
(a) N o financial statements need be filed if the
capital structure and balance sheet of the bank
immediately after the succession were substan
tially the same as those of the predecessor or, if
m ore than one predecessor, the combined capital
structures and balance sheets of all of the p re
decessors.
(b) If paragraph (a) above does not apply, the
registration statement shall include any financial
statements or schedules, not included in the proxy
1. Copies o f the plan o r agreement, if any
pursuant to which the bank’s succession has taken
place o r is to take place, unless the terms of such
plan or agreement are substantially contained in
a proxy statement filed as an exhibit pursuant to
Instruction 2, below.
2. Copies of any proxy statement required to
be filed pursuant to G eneral Instruction A(b).
3. Copies of all other exhibits which would be
called for by F o rm F - l if the securities to be
registered hereunder were to be registered on that
form.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-2
ANNUAL REPORT
Pursuant to Section 13 of the Securities Exchange A ct of 1934
F o r the fiscal year e n d e d ______________
(Exact nam e of registrant as specified in its charter)
(State or other jurisdiction of incorporation o r organization)
(I.R.S. Employer Identification No.)
(Address of principal office)
(Zip Code)
Bank’s telephone number, including area c o d e ___________________
Securities registered pursuant to Section 12(b) of the Act:
(Title of class)
(Title of class)
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
G E N E R A L IN S T R U C T IO N S
A.
R ule as to use o f Form F - 2 . (a) F orm F - 2
shall be used for annual reports pursuant to sec
tion 13 of the Securities Exchange A ct o f 1934.
(b) Reports on this form shall be filed within
90 days after the end of the fiscal year covered by
the report, or within 30 days of the mailing of the
b ank’s annual report to stockholders, whichever
occurs first.
B.
A pplication o f Regulation F . (a) The Board’s
Regulation F contains certain general require
ments which are applicable to reports on any form.
These general requirements should be carefully
read and observed in the preparation and filing of
reports on this form.
(b)
Particular attention is directed to § 206.4
which contains general requirements regarding
matters such as the kind and size of paper to be
REGULATION F
FORM F-2 (ANNUAL REPORT)
used, the legibility of the report, the information
to be given whenever the title o f securities is re
quired to be stated, and the filing of the report.
T he definitions contained in section 206.2 should
be especially noted.
C. Preparation o f report, (a) 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 on
paper meeting the requirements of § 206.4(t). The
report shall contain the item numbers and cap
tions of all items but the text of such items may
be omitted. T he answers to the items shall be pre
pared in the m anner specified in § 206.4(u).
(b) Except where information is required to be
given for the fiscal year or as of a specified
date, it shall be given as of the latest practicable
date.
(c) Attention is directed to § 206.4(j) which
states: “In addition to the information expressly
required to be included in a statement or report,
there shall be added such further material infor
mation, if any, as may be necessary to m ake the
required statements, in the light o f the circum
stances under which they are made, not mislead
ing.”
D . Signature and filing o f report. F o u r com
plete copies of the report, including financial
statements, exhibits and all other papers and docu
ments filed as a part thereof, and four additional
copies which need not include exhibits, shall be
filed with the Board. At least one complete copy
of the report, including financial statements, ex
hibits and all other papers and docum ents filed as
a p art thereof, shall be filed with each exchange
on which any class of securities o f the bank is
registered. A t least one complete copy of the re
port filed with the Board and one such copy filed
with each exchange shall be manually signed.
Copies not manually signed shall bear typed or
printed signatures.
E. D isclosu re with respect to foreign subsid
iaries. Inform ation required by any item or other
requirem ent of this form with respect to any for
eign subsidiary may be omitted to the extent that
the required disclosure would be detrimental to
the bank. However, financial statements, otherwise
required, shall not be omitted pursuant to this
instruction. Where information is omitted pursuant
to this instruction, a statement shall be made that
such inform ation has been omitted and the names
of the subsidiaries involved shall be separately
furnished to the Board. The Board may, in its
discretion, call for justification that the required
disclosure would be detrimental.
F. Incorporation o f certain inform ation by ref
erence. A ttention is directed to § 206.4(m) which
provides for the incorporation by reference of
inform ation contained in certain docum ents in
answer or partial answer to any item of a report.
G. Om ission o f inform ation previously filed,
(a) Except as provided in paragraph (b) below,
the information called for by items 1 ,2 , 3, 4, 8, 9,
10, 11, 12 and 15 is to be furnished by all banks
required to file a report on this form. Items 5, 6,
7, 13 and 14 may be omitted from the report by
any bank which, since the close of the fiscal year,
has filed with the Board a definitive proxy state
m ent or a definitive information statement p ur
suant to § 206.5, which involved the election of
directors.
(b)
If the information called for by Items 2, 9,
or 12 would be unchanged from that given in a
previous report, a reference to the previous report
which includes the required information will be
sufficient. Copies of such previous report need not
be filed with the report currently being filed on
this form.
Item 1. A pproxim ate num ber o f equity security
holders. State in the tabular form indicated below
the approxim ate num ber of holders of record of
each class of equity securities of the bank as of
the end of the fiscal year:
(1)
Title of Class
(2)
N um ber of record holders
Instructions. 1. A tten tio n is directed to the defini
tion o f the term “equity security” in section 3 (a )(ll)
of the A ct and the definition o f the term “held o f
r e c o rd ” in § 206.2(j).
2. T h e in fo rm a tio n shall be given as o f the end o f
the last fiscal y e ar o r as o f any subsequent date,
except th a t if the latest determ ination o f the n u m b er
of record holders o f any class o f equity securities was
m ad e for som e oth er purpose within 90 days prior
to the end o f the last fiscal y ear, the info rm ation m a y
be given as o f the date o f such determ ination.
3. In fo rm atio n need n ot be given with respect to
the n u m b e r of holders o f outstanding no ntran sfera b le
options to p u rch ase securities of the bank.
Item 2. Parents and subsidiaries o f the bank.
Furnish a list or diagram showing the relationship
of the bank to all parents and subsidiaries, and as
REGULATION F
to each person nam ed indicate the percentage of
voting securities owned, or other basis of control,
by its immediate parent. See General Instruction
G.
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 relation
ship of each person named to the bank and to the
other persons named. If any person is controlled
by means of the direct ownership of its securities by
two or more persons, so indicate by appropriate
cross reference.
3. Designate by appropriate symbols (a) subsidiaries
for which separate financial statements are filed;
(b) subsidiaries included in the respective consolidated
financial statements, (c) subsidiaries included in group
financial statements filed for unconsolidated subsidi
aries, and (d) other subsidiaries, indicating briefly why
statements of such subsidiaries are not filed.
4. Indicate the name of the State or other juris
diction in which each subsidiary was organized or
incorporated.
5. The names of particular subsidiaries may be
omitted if the unnamed subsidiaries, considered in
the aggregate as a single subsidiary, would not con
stitute a significant subsidiary.
6. A person, approximately 50 per cent of whose
voting securities are owned, directly or indirectly, by
the bank, and appsoximately 50 per cent of whose
voting securities are owned directly or indirectly, by
another person, or if the bank takes up the equity in
undistributed earnings of any other unconsolidated
person shall be considered a subsidiary for the pur
pose of this item.
Item 3. Business. Describe the business done or
intended to be done by the bank and its subsid
iaries, including any material changes during the
fiscal year. In describing the business done by the
bank, the business of its subsidiaries should be
included only insofar as the same is important to
an understanding o f the character and develop
ment of the business conducted by the total enter
prise. The description shall also include, without
limitation, information as to matters such as the
following:
(a) competitive conditions and the competitive
position of the bank in its service area;
(b) by appropriate categories the am ount of
loan and similar commitments (including check
credit, over-draft, and credit card lines) as of the
end of each of the last two fiscal years, and with
respect to the amount as of the end of the most
recent fiscal year, the portion considered to be
“firm” and the portion not reasonably expected to
(ANNUAL REPORT) FORM F-2
be exercised within the current year.
Instructions. 1. The categorization may include
such items as commercial letters of credit, commit
ments to grant loans, and commitments to purchase
loans, or such other classifications deemed appropriate
by the bank. Any specific category representing more
than 25 per cent of the total commitments shown
shall, however, be identified and specific categories
representing individually less than 25 per cent of the
total commitments shown may be aggregated as Other
Commitments.
2.
If more than 25 per cent of the total commit
ments shown are on terms whereby the prices or inter
est rates are not to be determined by the market
conditions to be prevailing at the time of exercise of
the commitments, the amount and a description of
such commitments should also be disclosed.
(c) if a material portion of the bank’s deposits
has been obtained from a single person or a few
persons (including Federal, State, and local gov
ernments and agencies thereunder), the loss of any
one or more of which would have a materially
adverse effect on the business of the bank, or if a
material portion of the b an k ’s loans is concen
trated within a single industry o r group of related
industries, a description of such customers, their
other relationships, if any, to the bank, and m a
terial facts regarding their importance to the busi
ness of the bank;
(d) the extent to which the business is o r may
be seasonal;
(e) appropriate disclosure shall be made with
respect to the importance of and risks attendant
to foreign sources and applications of funds;
(f) appropriate disclosure shall also be made
as to the material effects that compliance with
Federal, State and local provisions which have
been enacted or adopted regulating the discharge
of materials into the environment or otherwise
relating to the protection of the environment, may
have upon the capital expenditures, earnings and
competitive position of the bank and its subsid
iaries; and
(g) the appropriate num ber of persons em
ployed.
Item 4. Summary o f operations. F urnish in
comparative colum nar form a summary of opera
tions for the bank or for the bank and its sub
sidiaries consolidated, as appropriate, for—
(a) each of the last five fiscal years of the bank
(or for the life of the bank and its predecessors,
if less), and
(b) any additional fiscal years necessary to keep
the summ ary from being misleading.
FORM F-2 (ANNUAL REPORT)
Where necessary, include information or ex
planation of material significance to investors in
appraising the results shown, or refer to such in
formation or explanation set forth elsewhere in
the registration statement.
Instruction. 1. As a minimum, operating income,
operating expenses, income before income taxes and
security gains (losses), applicable income taxes, in
come before security gains (losses), security gains
(losses), and net income should be presented. The
summary shall reflect retroactive adjustments of any
material items affecting the comparability of the re
sults.
2. Per share earnings and dividends declared for
each period of the summary shall be also shown. The
basis of the computation of per share earnings shall
be stated, together with the number of shares used
in the computation. The bank shall file as an exhibit
a statement setting forth in reasonable detail the
computation of per share earnings, unless the com
putation can be clearly determined from the answer
to this item.
3. (a) If debt securities are registered, the bank
may, at its option, show in tabular form for each
fiscal year the ratio of earnings to fixed charges.
Such ratio shall be calculated both on the basis of
excluding interest on deposits and including interest on
deposits as part of “fixed charges.”
(b) Earnings shall be computed after all operating
and income deductions except fixed charges and taxes
based on income or profits and after eliminating un
distributed income or unconsolidated subsidiaries and
50 per cent or less owned persons.
(c) The term “fixed charges” shall mean (i) interest
and amortization of debt discount and expense and
premium on all indebtedness; and (ii) such portion of
rentals as can be demonstrated to be representative
of the interest factor in the particular case.
(d) Any bank electing to show the ratio of earnings
to fixed charges, in accordance with this instruction,
shall file as an exhibit a statement setting forth in
reasonable detail the computations of the ratios
shown.
Item 5. Principal holders o f voting securities
and security holdings o f m anagem ent. See G en
eral Instruction G. Set forth the same information
as to principal holders of voting securities and
security holdings of m anagement as is required
to be furnished by Item 5 of Form F -5 .
Item 6. Directors o f bank. See General Instruc
tion G. Set forth the same information as to direc
tors of bank as is required to be furnished by
Item 6 of Form F -5 .
Item 7. R em uneration o f director and officers
and related matters. See General Instruction G.
Set forth the same information as to remuneration
of officers and directors and their transactions
REGULATION F
with management and others as is required to be
furnished by Item 7(a), (b), and (c) of F o rm F -5 .
Item 8. Bank prem ises and other real estate.
Describe material changes in the location and
general character of premises and real property of
the bank and its subsidiaries, whether held in fee
or leased, and if leased, the expiration dates of
material leases.
Item 9. L egal proceedings. See General Instruc
tion G. Briefly describe any material pending legal
proceedings, other than ordinary routine litigation
incidental to the business, to which the bank or
any of its subsidiaries is a party or of which any
o f their property is the subject. Include the nam e
of the court or agency in which the proceed
ings are pending, the date instituted, the principal
parties thereto, a description of the factual basis
alleged to underlie the proceedings and the relief
sought. Include similar inform ation as to any such
proceedings known to be contemplated by govern
mental authorities.
Instructions. 1. No collection action or other claim
need be described unless it departs from the normal
kind of such actions.
2. 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 of the equity
capital of the bank and its subsidiaries on a con
solidated basis. However, if any proceeding presents
in large degree the same issues as other proceedings
pending or known to be contemplated, the amount
involved in such other proceedings shall be included
in computing such percentage.
3. Notwithstanding Instructions 1 and 2, any ma
terial proceedings to which any director, officer or
affiliate of the bank, any security holder named in
answer to Item 5, or any associate of any such direc
tor, officer or security holder, is a party, or has a
material interest, adverse to the bank or any of its
subsidiaries shall also be described.
4. Notwithstanding the foregoing, administrative or
judicial proceedings arising under any Federal, State
or local provisions regulating the discharge of ma
terials into the environment or otherwise relating to
the protection of the environment, shall not be deemed
“ordinary routine litigation incidental to the business”
and shall be described if such proceeding is material
to the business or financial condition of the bank
or if it involves primarily a claim for damages and
the amount involved, exclusive of interest and costs,
exceeds 10 per cent of the equity capital of the bank
and its subsidiaries on a consolidated basis. Any such
proceedings by governmental authorities shall be
deemed material and shall be described whether or
not the amount of any claim for damages involved
exceeds 10 per cent of equity capital on a consolidated
(ANNUAL REPORT) FORM F-2
REGULATION F
basis and whether or not such proceedings are con
sidered “ordinary routine litigation incidental to the
business”; provided however, that such proceedings
which are similar in nature may be grouped and de
scribed generically stating: the number of such pro
ceedings in each group; a generic description of such
proceedings; the issues generally involved; and, if
such proceedings in the aggregate are material to the
business or financial condition of the registrant, the
effect of such proceedings on the business or financial
condition of the bank.
Item 10. Increases and decreases in outstand
ing securities. Give the following information as
to all increases and decreases during the fiscal
year in the am ount of equity securities of the
bank outstanding:
(1) The title o f the class of securities involved;
(2) The date of the transaction;
(3) The am ount o f securities involved and
whether an increase or a decrease;
(4) A brief description of the transaction in
which the increase or decrease occurred. If pre
viously reported, the description may be incor
porated by a specific reference to the previous
filing.
Instruction. The information shall be prepared in
the form of a reconciliation between the amounts
shown to be outstanding on the balance sheet to be
filed with this report and the amounts shown on the
bank’s balance sheet for the previous year. The ex
ercise of outstanding options or warrants (separately
by class or type of option warrant), conversions of
previously issued convertible securities (separately by
class of security) and the issuance of options may be
grouped together showing the dates between which all
such transactions occurred.
Item 11. Officers o f the bank, (a) List the
names and ages of all officers of the bank and all
persons chosen to become officers; state the na
ture o f any family relationship between them;
indicate all positions and offices with the bank
held by each such persons; state his term of office
as officer and the period during which he has
served as such and briefly describe any arrange
ment o r understanding between him and any
other person pursuant to which he was selected
as an officer.
Instructions. 1. Do not include arrangements or
understandings with directors or officers of the bank
acting solely in their capacities as such.
2. The term “officer” is defined in section 206.2(q).
3. The term “family relationship” means any rela
tionship by blood, marriage or adoption, not more
remote than first cousin.
(b)
Give a brief account of the business ex
perience during the past five years of each officer,
including his principal occupations and employ
ment during that period and the nam e and prin
cipal business of any corporation or other orga
nization in which such occupations and employ
ment were carried on. W here an officer has been
employed by the bank o r a subsidiary of the
bank for less than five years, a brief explana
tion should be included as to the nature of the
responsibilities undertaken by the individual in
prior positions to provide adequate disclosure of
his prior business experience.
Item 12. Indem nification o f directors and offi
cers. See General Instruction G. State the general
effect of any charter provision, bylaw, contract,
arrangem ent o r statute under which any director
or officer o f the bank is insured or indemnified
in any m anner against any liability which he may
incur in his capacity as such.
Item 13. O ptions granted to m anagem ent to
purchase securities. See General Instruction G.
Set forth the same inform ation as to options
granted to m anagement to purchase securities as
is required to be furnished by Item 7(d) of F o rm
F -5 .
Item 14. Interest o f m anagem ent and others in
certain transactions. See General Instruction G.
Set forth the same inform ation as to the interest
of m anagement and others in certain transactions
as is required to be furnished by Item 7 (e), (f),
and (g) o f F orm F —5.
Item
15. F inancial statem ents and exhibits.
List below all financial statements and exhibits
filed as a part of the annual report:
(a) Financial statements.
(b) Exhibits, including those incorporated by
reference.
Instruction. Where any financial statement or ex
hibit is incorporated by reference, the incorporation
by reference shall be set forth in the list required by
this item. See § 206.4(q).
S IG N A T U R E S
Pursuant to the requirements of the Securities
Exchange Act of 1934, the b ank has duly caused
this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
FORM F-2 (ANNUAL REPORT)
(Name of bank)
D a t e ___________ B y ___________________________
(Name and title of signing
officer)
IN S T R U C T IO N S A S TO F IN A N C IA L
STATEM ENTS
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 con
solidation, and prescribes the statement of
changes in capital accounts, statement of changes
in financial position, and the schedules to be filed
in support thereof.
1. Financial statem ents o f the bank, (a) T here
shall be filed for the bank, in comparative col
u m n ar form, verified balance sheets as of the
close of the last two fiscal years and verified state
ments of income for such fiscal years.
(b)
Notwithstanding paragraph (a), the indi
vidual financial statements o f the bank may be
omitted if consolidated statements of the bank
and one or m ore of its subsidiaries are filed.
2. Consolidated statem ents. There shall be filed
fo r the bank and its majority-owned (i) bank
premises subsidiaries, (ii) subsidiaries operating
under the provisions of sections 25 or 25(a) of
the Federal Reserve A ct (“Agreement Corpora
tions” and “Edge Act C orporations”), and (iii)
significant subsidiaries, in comparative columnar
form, verified consolidated balance sheets as of the
close of the last two fiscal years of the bank and
verified consolidated statements o f income for
such fiscal years.
REGULATION F
3. Separate statem ents o f unconsolidated sub
sidiaries and other persons. There shall be filed
such other verified financial statements with re
spect to unconsolidated subsidiaries and other
persons as are material to a proper understand
ing of the financial position and results of opera
tions of th e total enterprise. F o r purposes of
this item, “other persons” includes 50 per cent
owned persons and unconsolidated persons in
which the b ank takes up equity in undistributed
earnings.
4. Filing o f other statements in certain cases.
T he Board may, upon the request of the bank
and where consistent with the protection of in
vestors, permit the omission of one or more of
the statements herein required or the filing in sub
stitution therefor of appropriate statements of
comparable character. The Board may also re
quire the filing of other statements in addition to,
or in substitution for, the statements herein re
quired in any case where such statements are
necessary or appropriate for an adequate presen
tation of the financial condition of any person
whose financial statements are required, or whose
statements are otherwise necessary for the p ro
tection of investors.
IN S T R U C T IO N S A S TO E X H IB IT S
Subject to provisions regarding incorporation
by reference, the following exhibits shall be filed
as part of the report:
1. Copies of all am endments or modifications,
not previously filed, to all exhibits previously
filed (or copies of such exhibits as amended or
modified).
2. Copies of all documents of the character re
quired to be filed as an exhibit to an original
form for registration of securities of a bank which
have been executed o r otherwise put into effect
during the fiscal year and not previously filed.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-3
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
F o r the m onth of___________________ ,
*
19____
(Exact nam e of bank as specified in charter)
(Address of principal office)
G E N E R A L IN S T R U C T IO N S
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. T he report
shall contain the numbers and captions of all ap
plicable items, but the text o f such items may be
omitted if the answers with respect thereto are
prepared in the m anner specified in § 206.4(u) of
this Part. All* items which are not required to be
answered in a particular report may be omitted
and no reference thereto need be made in the
report. Particular attention should be given to the
definitions in §206.2 and the general requirements
in § 206.4 of this Part.
B. E vents to be reported. A report on this form
is required to be filed upon the occurrence of any
one or m ore 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 occur. However, if sub
stantially the same information as that required by
this form has been previously reported by the
bank, an additional report of the information on
this form need not be made.
C. Incorporation by reference to proxy state
m ent, statem ent w here m anagem ent does not so
licit proxies, or annual report to security holders.
Information contained in any Statement previ
ously filed with the Board pursuant to § 206.5(a)
of this P art or in an annual report to security
holders furnished to the Board pursuant to
§ 206.5(c) of this P art may be incorporated by
reference in answer or partial answer to any item
o r items of this form. In addition, any financial
statements contained in any such Statement or
annual report may be incorporated by reference
provided such financial statements substantially
meet the requirements of this form.
IN F O R M A T IO N TO B E IN C L U D E D IN
R EPO R T
Item 1. Changes in control o f bank, (a) If any
person has become a parent of the bank, give the
name of such person, the date and a brief descrip
tion of the transaction or transactions by which
the person became such a parent and the percent
age 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 nam e of such person and the
date and a brief description of the transaction or
transactions by which the person ceased to be
such a parent.
(c) If securities of a bank or any of its parents
have been pledged under such circumstances 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 am ount of securities
pledged.
Instruction. Where, pursuant to a previously re
ported pledge agreement, additional securities are
pledged on the same terms, no report is necessary
unless there is a significant change in the percentage
of voting securities pledged.
Item 2. A cquisition or disposition o f assets. If
the bank or any o f its significant subsidiaries has
acquired or disposed of a significant am ount of
assets, otherwise than in the ordinary course of
business, state the date and m anner of acquisition
or disposition and briefly describe the assets in
FORM F—3 (CURRENT REPORT)
volved, the nature and am ount of consideration
given or received therefor, the principle followed
in determining the am ount of such consideration,
the identity of the persons from whom the assets
were acquired o r to whom they were sold and
the nature of any material relationship between
such persons and the bank or any of its affiliates,
any director or officer of the bank, or any associ
ate of any such director or officer.
Instructions. 1. N o in fo rm a tio n need be given as
to (i) an y transactio n betw een any perso n and any
w holly-ow ned subsidiary o f such person: i.e., a su b
sidiary substantially all o f whose outstanding voting
securities are owned by such person a n d / o r its o ther
wholly-ow ned subsidiaries; (ii) any transac tio n b e
tw een two o r m ore wholly-ow ned subsidiaries of any
person; or (iii) the re dem p tion o r o th er acquisition o f
securities fro m the public, o r the sale o r oth er dis
position o f securities to the public, by the bank of
such securities.
2. T h e term “acquisition” includes every purchase,
acquisition by lease, exchange, m erger, consolidation,
succession o r oth er acquisition; provided that such
te rm does not include the construction o r developm ent
o f p ro p e rty by or for the b a n k or its subsidiaries o r
the acquisition of m aterials f o r such purpose, and
does not include the acquisition o f assets acquired
(i) in collecting a debt previously co n tra cte d in good
faith o r (ii) in a fiduciary capacity. T h e term “dispo
sition” includes every sale, disposition by lease, ex
change, m erger, consolidation, m ortgage, o r hy p o th e
c ation o f assets, assignm ent, a b an d o n m e n t, destruction,
o r o th er disposition, but does n o t include disposition
o f assets a cquired (i) in collecting a debt previously
c on tra cte d in good faith or (ii) in a fiduciary capacity.
3. T he in fo rm a tio n called f o r by this item is to
be given as to each transactio n o r series o f related
transactions o f the size indicated. T he acquisition o r
disposition o f securities shall be deem ed the indirect
acquisition or disposition o f the assets represented by
such securities if it results in the acquisition o r
disposition of control o f such assets.
4. A n acquisition o r disposition shall be deem ed to
involve a significant a m o u n t o f assets (i) if the net
b oo k value of such assets o r the a m o u n t paid or r e
ceived th e re fo r u p o n such acquisition o r disposition
exceeded 5 per cent o f the equity capital accounts o f
the bank, o r (ii) if it involved the acquisition o r dis
position o f a business whose gross operatin g revenues
for its last fiscal year exceeded 5 per cent of the gross
op erating revenues of the ban k and its consolidated
subsidiaries for the b a n k ’s latest fiscal year.
5. W here assets are acquired o r disposed of
th ro u g h the acquisition o r disposition o f co n tro l of
a person, th e person fro m w hom such c o ntrol was
a cquired o r to w h om it was disposed o f shall be
deem ed the person from w ho m the assets were acquired
o r to w h o m they were disposed of. for the purposes of
this item. W here such c ontro l was a cquired fro m
REGULATION F
o r disposed of to n ot m o re th a n five persons, their
nam es shall be given, otherw ise it will suffice to
indentify in an app ro p ria te m a n n e r the class o f such
persons.
6.
A ttention is directed to the requirem ents at the
e nd o f the fo rm with respect to the filing of financial
statem ents f o r businesses acquired.
Item 3. L egal proceedings, (a) Briefly describe
any material legal proceedings, other than ordi
nary routine proceedings incidental to the busi
ness, to which the bank or any of its subsidiaries
has become a party or of which any of their prop
erty has become the subject. Include the name of
the court or agency in which the proceedings were
instituted, the date instituted, a description of the
factual basis, the relief sought, and the principal
parties thereto.
(b) If any such proceeding previously reported
has been terminated, identify the proceeding, state
the date and nature of such termination and the
general effect thereof with respect to the bank and
its subsidiaries.
Instructions. 1. N o in fo rm a tio n need be given with
respect to any proceeding which involves p rim a rily a
claim fo r dam ages if the a m o u n t involved exclusive
of interest a n d costs, does n o t exceed 10 p e r cent
of the equity capital accounts o f the bank. H ow ever,
if any proceeding presents in large degree the sam e
issues as oth er proceedings pending or kn o w n to be
contem p lated, the a m o u n t involved in such o th er
proceedings shall be included in c om puting such
percentage.
2. A n y m aterial proceeding to which any director,
officer, or affiliate of the bank, any h o ld er of m ore
than 10 p e r cent of any class o f its equity securities,
o r any associate o f any such director, officer, or
security ho lder, is a p a rty adverse to the b a n k o r
any o f its subsidiaries, shall also be described.
3. A ny proceeding to which any director, officer
o r affiliates of the registrant, any principal ho lder of
equity securities of the registrant o r any associate
o f any such director, officer o r security holder, is a
p a rty adverse to the registrant or any o f its su b
sidiaries shall also be described.
4. N o tw ithstand ing the foregoing, adm inistrative or
judicial proceedings arising un d e r any Fe de ral, State
o r local provisions regulating the discharge o f m a
terials into the en viron m ent o r otherw ise relating to
the pro tection o f the enviro nm en t, shall n o t be
deem ed “o rd in ary routine litigation incidental to the
business” an d shall be described if such proceeding
is m aterial to the business o r financial condition o f
the registrant o r if it involves prim arily a claim for
dam ages and the a m o u n t involved, exclusive o f inter
est and costs, exceeds 10 per cent of the equity capital
of the registrant and its subsidiaries on a consolidated
basis. Any such proceedings by go vernm ental a u th o ri
ties shall be deem ed m ate ria l and shall be described
(CURRENT REPORT) FORM F-3
REGULATION F
w he ther o r n o t the a m o u n t o f any claim f o r dam ages
involved exceeds 10 per cent o f equity capital on a
consolidated basis and w he th er o r not such p ro ceed
ings are considered “ord in ary rou tine litigation inci
dental to the business” ; provided, however, that such
proceedings w hich are sim ilar in n a tu re m ay be
group ed a n d described generically stating: the num b er
o f such proceedings in each group; a generic descrip
tion o f such proceedings; the issues generally in
volved; and, if such proceedings in the aggregate are
m ate ria l to the business o r financial condition of the
registrant, the effect of such proceedings on the busi
ness o r financial c o ndition o f the registrant.
days, with respect to any class of preferred stock
of the bank which is registered or which 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
paym ent of dividends, state the am ount and total
arrearage on the date of filing this report.
Item 4. C hanges in securities, (a) If the instru
ments 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.
outstanding has been increased through the issu
ance of any new class of securities or through the
issuance or reissuance of any additional securities
of a class outstanding and the aggregate am ount
of all such increases not previously reported
exceeds 5 per cent of the previously outstanding
securities of the class, furnish the following infor
mation:
(a) Title of class, the am ount outstanding as
last previously reported, and the am ount presently
outstanding (as of a specified date).
(b) A brief description of the transaction or
transactions resulting in the increase and a state
ment of the aggregate net cash proceeds or the
nature and aggregate am ount of any other con
sideration 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 p u r
poses, so far as determinable, for which the net
proceeds have been or are to be used and the
approximate am ount used or to be used for each
such purpose.
(e) If the securities were capital shares, a state
ment of the am ount of the proceeds credited or to
be credited to any account other than the appro
priate capital share account.
(b)
If the rights evidenced by any class of reg
istered securities have been materially limited 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. W orking c apital restrictions and oth er
lim itations u p o n the p a y m e n t o f dividends are to be
repo rted hereu nder.
Item 5. D efaults upon senior securities, (a) If
there has been any material default in the p ay
ment of principal, interest, a sinking or purchase
fund installment, or any other material default not
cured within 30 days, with respect to any indebt
edness of the bank or any of its significant sub
sidiaries exceeding 5 per cent o f 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 paym ent o f principal,
interest, or a sinking or purchase fund installment,
state the amount of the default and the total arrear
age on the date of filing this report.
Instruction. T his p a rag ra p h refers
which have becom e de faults u n d e r
instrum ents, i.e., after the expiration
of grace a n d com pliance with any
m ents.
only to events
the governing
o f any period
notice re quire
(b)
If any material arrearage in the paym ent of
dividends has occurred or if there has been any
other material delinquency not cured within 30
Item 6. Increase in am ount o f securities out
standing. If the am ount of securities o f the bank
Instructions. 1. T h is item does n o t apply to notes,
drafts, bills of exchange, o r bank acceptances which
m a tu re n o t later th an 12 m onths fro m the d ate of
issuance. N o r e p o rt need be m ad e w here the a m o u n t
n o t previously reported, althou gh in excess of 5 pe r
cent o f the a m o u n t previously outstanding, does n ot
exceed $50,000 face a m o u n t o f indebtedness o r 1,000
shares o r o th e r units.
2.
T his Item includes the reissuance of treasury
securities and securities held for the account of the
issuer thereof. T h e extension o f the m aturity d a te of
indebtedness shall be deem ed to be the issuance of
new indebtedness fo r the p u rp o se o f this item. In
FORM F—3 (CURRENT REPORT)
the case o f such a n extension, the percentage shall be
c o m p u te d upo n the basis o f the principal a m o u n t o f
the indebtedness extended.
Item 7. D ecrease in am ount o f securities out
standing. If the am ount of any class of securities
of the bank outstanding has been decreased
through one or more transactions and the aggre
gate am ount of all such decreases not previously
reported exceeds 5 per cent of the am ount of
securities of the class previously outstanding, fur
nish the following information:
(a) Title of the class, the am ount outstanding
as last previously reported, and the am ount pres
ently 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 am ount of cash or the
nature and aggregate am ount of any other con
sideration paid or to be paid by the bank in
connection with such transaction o r transactions.
Instrnction. Instru c tion 1 t o Item 6 shall also
ap ply to this Item. T his Item need not be answ ered as
to decreases resulting fro m ord in ary sinking fund
operations, sim ilar periodic decreases m ade p u rsu a n t
to the term s o f the constitu ent instrum ents, o r d e
creases resulting fro m the conversion o f securities o r
fro m the p a y m e n t of indebtedness at m aturity.
Item 8. O ptions to purchase securities. I f 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 am ount of securities called for by all such
options the granting or extension of which has not
been previously reported exceeds 5 p er cent of the
outstanding securities of the class, furnish the fol
lowing information:
(a) The dates on which the options were
granted or extended;
(b) The total am ount o f securities called for by
such options;
(c) The consideration for the granting or ex
tension of the options;
(d) The exercise prices;
(e) The market value of the securities on the
granting or extension dates;
(f) T he expiration dates of the options; and
(g) Any other material conditions to which
the options were subject.
Instructions. 1. T h e term “o p tio n ” as used herein
m eans any option, w a rra n t o r right to p u rch ase secu
rities. T his item does not, how ever, refer to an issue
REGULATION F
o f securities such as a n issue o f w a rran ts o r rights o r
an issue o f convertible securities.
(2)
T his item need n o t be answered where the
a m o u n t n o t previously reported, a lthough in excess
o f 5 per cent o f the a m o u n t previously outstanding,
does not exceed $50,000 face a m o u n t o f indebtedness
o r 1,000 shares o r o th e r units o f oth er securities.
Item 9. R evaluation o f assets or restatement o f
capital stock account, (a) If there has been a
material revaluation o f the assets of the bank or
any of its significant subsidiaries involving a
write-up, write-down, write-off, or abandonment,
state the date of the revaluation, the am ount in
volved and the accounts affected, including all
related entries. If any adjustment was m ade in any
related reserve account in connection with the
revaluation, state the account and amounts in
volved and explain the adjustment.
(b)
If there has been a material restatement of
the capital stock account of the bank resulting in
a transfer from capital stock to surplus, undivided
profits, or reserves, or vice versa, state the date,
purpose, and am ount of the restatement and give
a brief explanation of all related entries in con
nection with the restatement.
Item 10. Extraordinary item charges and credits,
other material charges and credits to incom e o f an
unusual nature, and material provisions for loss.
(a)
If there have been any extraordinary item
charges or credits, any other material charges or
credits to income of an unusual nature, or any
material provisions for loss, the following shall
be furnished for each such charge, credit, or
provision:
(1) The date of the b an k’s determination to
m ake the charge, credit, o r provision;
(2) A statement of the reasons for making the
charge, credit, or provision;
(3) An analysis of the components (in dollar
amounts) o f the charge, credit, or provision, which
includes
(i) A description o f the various categories of
loans written down or off;
(ii) A description of any provision for losses
on liquidation of assets or for other losses in
cluding a detailed schedule showing the com
ponents of any losses provided for, which sched
ule shows the amount of administrative and fixed
costs, if any, allocated to the loss;
(iii) A description of any estimated recoveries
or costs netted against the charge o r credit;
(CURRENT REPORT) FORM F-3
REGULATION F
deem ed a subm ission o f such m a tte r to a vote o f
security h olders within the m ea nin g of this item.
2. P a ra g ra p h (a) need be answ ered only if p a r a
g ra p h (b) o r (c) is requ ired to be answered.
3. P a ra g ra p h (b) need n ot be a nsw ered if (i) a
prox y statem ent, o r statem ent w here m an a g e m e n t
does not solicit proxies, with respect to the m eeting
was filed with the B oard p u rsu a n t to section 206.5(a),
(ii) there was no solicitation in opposition to the m a n
agem ent’s nom inees as listed in such Statem ent, and
(iii) all o f such nom inees w ere elected.
4. P a ra g ra p h (c) need n o t be answ ered as to p r o
ced u ra l m atters or as to the selection o r a p p ro v al of
auditors.
5. I f the b a n k has published a re po rt containing
all o f the in fo rm a tio n called for by this item, the item
m ay be answ ered by a reference to the info rm ation
c o ntained in such report, provided copies of such re
p o rt are filed as a n exhibit to the re p o rt on this fo rm .
(4) A statement setting forth the years in
which costs being reflected in the charge (or net
credit) being described were or are expected to
be incurred and the am ount of cost for each year
by m ajor category (e.g., fixed assets, research and
development costs, operating losses);
(5) A statement setting forth the estimated
am ount of net cash outlays (or inflows) associated
with the charge (or credit) in the year the charge
(or credit) is m ade and in each subsequent year in
which such estimate of the cash am ount differs
from the am ount of total costs stated in part (4)
for that year;
(6) A description of the accounting principles
or practices followed and any changes therein or
in the methods of applying such principles or
practices which was m ade in connection with the
transaction; and
(7) A report from the b ank’s independent ac
countants, if any, in which they state that they
have read the description in the F o rm F-3 of the
facts set forth therein and of the accounting prin
ciples applied and whether they believe that on
the basis of the facts so set forth that such ac
counting principles are fairly applied in conform
ity with generally accepted accounting principles
or, if not, the respects in which they believe the
principles do not conform to generally accepted
accounting principles.
Item 12. Changes in bank’s certifying account
ant. If an independent accountant who was prev
iously engaged as the principal accountant to audit
the registrant’s financial statements resigns (or in
dicates he declines to stand for re-election after
the completion of the current audit) or is dis
missed as the registrant’s principal accountant, or
another independent accountant is engaged as
principal accountant, or if an independent ac
countant on whom the principal accountant ex
pressed reliance in his report regarding a signifi
cant subsidiary resigns (or formally indicates he
declines to stand for re-election after the comple
tion of the current audit) or is dismissed or
another independent accountant is engaged to
audit that subsidiary:
(a) State the date of such resignation (or de
clination to stand for re-election), dismissal or
engagement.
(b) State whether in connection with the audits
o f the two most recent fiscal years and any subse
quent interim period preceding such resignation,
dismissal or engagement there were any disagree
ments with the former accountant on any m atter
of accounting principles or practices, financial
statement disclosure, or auditing scope or proce
dure, which disagreements if not resolved to the
satisfaction of the form er accountant would have
caused him to make reference in connection with
his report to the subject matter of the disagree
m e n t^ ); also describe each such disagreement.
The disagreements required to be reported in re
sponse to the preceding sentence include both
those resolved to the form er accountant’s satis
faction and those not resolved to the form er
Item 11 . Subm ission o f matters to a vote o f
security holders. If any matter has been submitted
to a vote of security holders, through the solicita
tion of proxies or otherwise, furnish the following
information:
(a) T h e date of the meeting and whether it was
an annual o r special meeting.
(b) If the meeting involved the election o f di
rectors, state the name of each director elected at
the meeting and the nam e of each other director
whose term of office as a director continued after
the meeting.
(c) Briefly describe each other m atter voted
upon at the meeting and state the num ber o f af
firmative votes and the num ber of negative votes
cast with respect to each such matter.
Instructions. 1. If any m a tte r has been subm itted
to a vote o f security holders otherw ise th a n at a
m eeting o f such security holders, correspo nding in
fo rm a tio n with respect to such subm ission shall be
furnished. T h e solicitation o f any auth o riz atio n o r
consent (other th an a proxy to vote at a security
ho lders’ m eeting) with respect to any m a tte r shall be
5
REGULATION F
FORM F-3 (CURRENT REPORT)
accountant’s satisfaction. Disagreements contem
plated by this rule are those which occur at the
decision-making level; i.e., between personnel of
the registrant responsible for presentation of its
financial statements and personnel of the account
ing firm responsible for rendering its report.
(c) State whether the principal accountant’s re
port on the financial statements for any of the
past two years contained an adverse opinion or a
disclaimer of opinion or was qualified as to u n
certainty, audit scope, or accounting principles;
also describe the nature of each such adverse
opinion, disclaimer of opinion, or qualification.
(d) The registrant shall request the former ac
countant to furnish the registrant with a letter
addressed to the Board stating whether he agrees
with the Statements made by the registrant in re
sponse to this item and, if not, stating the respects
in which he does not agree. T he registrant shall
file a copy of the former accountant’s letter as an
exhibit with all copies of the F o rm F - 3 required
to be filed pursuant to this Part.
Item
13. Other materially important events.
T he bank should, report under this item any
events that the bank deems of material importance
to security holders, even though information as to
such events is not otherwise called for by this
form.
Item 14. Financial statem ents and exhibits. List
below the financial statements and exhibits, if any,
filed as a part of this report;
(a) Financial statements.
(b) Exhibits.
S IG N A T U R E S
P ursuant to the requirements of the Securities
Exchange Act o f 1934, the bank has duly caused
this report to be signed on its behalf by the under
signed, thereunto duly authorized.
(Name of Bank)
Date___________ By___________________________ _
(Name and title of signing officer)
F IN A N C IA L ST A T E M E N T S
O F B U S IN E S S A C Q U IR E D
1.
Business for w hich statements are required.
T he 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 answer to Item 2
above.
2. Statements required, (a) There shall be filed
a balance sheet of the business as of a date reason
ably 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 proceed
ings immediately prior to its acquisition, the bal
ance sheets required above need not be verified.
In such case, the statements of income required
shall be verified to the close of the latest full fiscal
year.
(d) N o supporting schedules need be filed.
(e) Except as otherwise provided in this instruc
tion, the principles applicable to a registrant and
its subsidiaries with respect to the filing of indi
vidual, consolidated and group statements in an
original application or annual report shall be ap
plicable to the statements required by this instruc
tion.
3. Filing o f other statements in certain cases.
T he 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 appropriate
statements of comparable character. The Board
may also by informal written notice require the
filing of other statements in addition to, or in sub
stitution for, the statements herein required in any
case where such statements are necessary or ap
propriate for an adequate presentation of the
financial condition of any person for which finan
cial statements are required, or whose statements
are otherwise necessary for the protection o f in
vestors.
E X H IB IT S
Subject to provisions as to incorporation by
reference, the following documents shall be filed
as exhibits to this report:
REGULATION F
(CURRENT REPORT) FORM F-3
1. Copies of any contract, plan, or arrangement
for any acquisition or disposition described in
answer to Item 2, including any plan of reorga
nization, readjustment, exchange, merger, con
solidation, or succession in connection therewith.
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.
2. Copies of any judgment or any document
setting forth the terms of any settlement described
in answer to Item 3.
6. Copies of any material am endments to the
b ank’s charter or by-laws, not otherwise required
to be filed.
3. Copies of the amendments to all constituent
instruments and other documents described in
answer to Item 4.
7. Letters from the registrant and the inde
pendent accountants furnished pursuant to Item
4. Copies of all constituent instruments defin
ing the rights of the holders of any new class of
8. Copies of any letters furnished pursuant to
Item 10.
12.
7
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-4
Q U A RTER LY R EPO R T
P A R T A — S U M M A R IZ E D F IN A N C IA L IN F O R M A T IO N
(Name of bank)
(City and State)
3 months
ending
Item
(
Fiscal year to date
months ending
19____
19
19
19___
(current year) (prior year) (current year) (prior year)
1. Operating income:
(a) Interest fees on loans
(b) Interest and dividends on securities
U.S. Treasury securities
Securities of other U.S. G overnm ent
agencies and corporations
Obligations of States and political
subdivisions
O ther securities
(c) Other operating income
(d) Total operating income
2. Operating expenses:
(a) Salaries and other compensation
(b) Interest expenses
(c) Provision for loan losses
(d) Other operating expenses
(e) Total operating expenses
3. Incom e before income taxes and
securities gains (losses)
4. Applicable income taxes
5. Income before securities gains (losses)
6. N et securities gains (losses),
less related tax effect
7. N et income
Earnings per com m on share:
Income before securities gains (losses)
N et income
Cash dividends declared p er com m on share
1
)
REGULATION F
FORM F-4 (QUARTERLY REPORT)
P A R T B— B O R R O W IN G S A N D E Q U IT Y C A P IT A L
(Date)
Furnish, insofar as practicable in the m anner presented below, data as at the end of the
latest fiscal quarter.
7. S u r p lu s .............................................
8. Undivided profits:
(a) Balance at beginning of
current fiscal year . . . .
(b) N et income to date . . . .
(c) Dividends declared:
C om m on stock:
Cash ..........................
Stock (
per cent) .
Preferred stock:
Cash ($. . per share)
(d) Prior period adjustments
(list credits and (charges)
s e p a r a te ly ) .....................
(e) O ther credits and
(charges) ........................
(f) Balance at end of interim
period .............................
B O R R O W IN G S
1.
Federal funds purchased and se
curities sold under agreement
to repurchase ............................ $_
2.
3.
Mortgages payable ...................... $_
Other liabilities for borrowed
money
$
4.
Subordinated notes and deben
tures (if more than one issue,
list s e p a r a te ly ) ............................ $_
E Q U IT Y C A P IT A L
5.
6.
P referred stock:
Convertible (_____ shares out
standing) ________________ $_
N onconw rtible (______ shares
o u ts ta n d in g ) ............................ $_
9.
C om m on stock (____
shares
o u tsta n d in g )................................. $_
$
$_
$_
S_
$_
$_
$$$_
Reserves for contingencies . . . . $
Total equity capital . . $_
Pursuant to the requirem ents of the Securities Exchange A ct of 1934, the bank has duly caused this
quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
n a m e of bank)
D a t e _________________________
By
(Name and title of signing officer)
G E N E R A L IN S T R U C T IO N S
(a) U se o f Form F -4. (1) F o rm F-4 is a guide
for use in preparation of quarterly reports to be
filed with the Board. (2) The interim report shall
be filed not later than 30 days after the end of
each of the first three fiscal quarters of each fiscal
year. N o report need be filed for the fourth quar
ter of any fiscal year.
(b) Persons for w hom the inform ation is to be
given. T he required information is to be given
as to the registrant bank or, if the bank files con
solidated financial statements with the annual re
ports filed with the Board, it shall cover the bank
and its consolidated subsidiaries. If the inform a
tion is given as to the bank and its consolidated
subsidiaries, it need not be given separately for the
bank.
(c)
Presentation o f inform ation. T he 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
audited (see § 206.7(b) of this Part). The report
may carry a notation to that effect and any other
qualification considered necessary or appropriate.
REGULATION F
Amounts may be stated in thousands of dollars if a
notation to that effect is made.
(d) Incorporation by reference to published
statem ents. If the bank makes available to its
stockholders or otherwise publishes, within the
period prescribed for filing the report, a financial
statement containing the inform ation required by
this form, such inform ation may be incorporated
by reference to such published statement if copies
thereof are filed as an exhibit to this report.
(e) Extraordinary item s. If present with respect
to any interim period reported herein, extraordi
nary items less applicable income tax effect shall
be appropriately segregated and included in the
determination of net income. (See F o rm F-9B,
Statement of Income.)
(f) A cquisitions. (1) If the bank has entered
into a business combination with another bank
or other related business treated for accounting
purposes as a pooling of interests, the results of
(QUARTERLY REPORT) FORM F-4
operations reported in this report— for both the
current year and the preceding year— should re
flect the combined results of the pooled entities.
Disclosure of the separate results of the combined
entities for periods prior to the combination
should be given in a footnote with appropriate
explanation. (2) In case the bank has acquired
a significant am ount of assets in a transaction
treated for accounting purposes as a purchase,
during any of the periods covered by the report,
the effect thereof on revenue and net income, in
total and per share, should be disclosed in a foot
note.
(g)
The financial information to be included in
this report should be prepared in conformity with
the accounting principles and practices, reflected
in the financial statements included in the annual
report filed with the Board for the preceding fiscal
year, except for any changes required to be re
ported by § 206.7(c)(5) of this Part.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-5
P R O X Y STA T E M E N T; STA T E M E N T W H E R E M A N A G E M E N T DOES
N O T S O L IC IT P R O X IE S
G E N E R A L IN S T R U C T IO N S
E ach Statement required under § 206.5(a) of
this P art shall, to the extent applicable, include
the inform ation called for under each of the items
below. In the preparation of the Statement, p a r
ticular attention should be given to the definitions
in § 206.2 o f 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 management
or the soliciting persons deem appropriate may be
included.
Except as otherwise specifically provided, where
any item calls for information for a specified
period in regard to directors, officers o r other
persons holding specified positions or relation
ships, the information shall be given in regard to
any person who held any of the specified positions
or relationships at any time during the period.
However, information need not be included for
any portion of the period during which such per
son did not hold any such position or relationship
provided a statement to that effect is made.
Item 1. R evocability o f 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 com
pliance with any formal procedure, briefly describe
such limitation or procedure.
Item 2. D issenters’ rights o f appraisal. Outline
briefly the rights o f appraisal or similar rights of
dissenters with respect to any m atter to be acted
upon and indicate any statutory procedure re
quired to be followed by dissenting security hold
ers 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.
Instructions. Indicate whether a security holder’s
failure to vote against a proposal will constitute a
waiver of his appraisal or similar rights and whether
a vote against a proposal will be deemed to satisfy
any notice requirements under State law with respect
to appraisal rights. If the State law is unclear, state
what position will be taken in regard to those matters.
Item 3. Persons m aking the solicitation, (a) So
licitations not subject to § 206.5(i).
(1) If the solicitation is made by the m anage
ment of the bank, so state. Give the nam e of any
director of the bank who has informed the m an
agement in writing that he intends to oppose any
action intended to be taken by the management
and indicate the action which he intends to op
pose.
(2) If the solicitation is made otherwise than
by the management of the bank, so state and give
the names of the persons by w hom and the p er
sons on whose behalf it is made.
(3) If the solicitation is to be made otherwise
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 material features o f any contract or
arrangement for such solicitation and identify
the parties, and (ii) the cost or anticipated cost
thereof.
(4 ) State the names of the persons by whom the
cost of solicitations has been or will be borne,
directly or indirectly.
(b) Solicitation subject to § 206.5(i)
(1) State by whom the solicitation is made and
describe the methods employed and to be em
ployed.
(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 employees to be so
employed, and the m anner and nature of their
employment for such purpose.
(3) If specially engaged employees, representa
tives, or other persons have been or are to be
employed to solicit security holders, state (i) the
material features of any contract or arrangement
for such solicitation and identify the parties,
REGULATION F
FORM F-5 (PROXY STATEMENT)
this sub-item (a) shall not apply to any interest aris
ing fro m the ow nership of securities of the bank
w here the security holder receives no extra o r special
benefit not shared on a pro rata basis by all other
holders of the sam e class.
(ii) the cost or anticipated cost thereof, and
(iii) the approxim ate number of such employees
or employees of any other person (naming such
other person) who will solicit security holders.
(4) State the total am ount estimated to be spent
and the total expenditures to date for, in further
ance of, or in connection with, the solicitation of
security holders.
(b) Solicitations subject to § 206.5(i).
(1) Describe briefly any substantial interest,
direct or indirect, by security holdings or other
wise, of each participant, as defined in § 206.5(i)
(2),(i), (b), (c), (d), and (e), in any m atter to be
acted upon at the meeting, and include with
respect to each participant the information, or a
fair and adequate sum m ary thereof, required by
Items 2(a), 2(d), 3, 4(b), and 4(c) of F orm F-6.
(5) State by whom the cost of the solicitation
will be borne initially by any person other than
the bank, state whether reim bursement will be
sought from the bank, and, if so, whether the
question of such reimbursement will be submitted
to a vote of security holders.
(2) With respect to any person named in an
swer to Item 6(b), describe any substantial inter
est, direct or indirect, by security holdings or
otherwise, that he has in any matter to be acted
upon at the meeting, and furnish the information
called for by Item 4 (b) and (c) of F o rm F-6.
Instruction. W ith respect to solicitations subject to
§ 206.5(i), costs a n d expenditures within the m eaning
o f this Item 3 shall include fees for attorneys, ac
countants, public relations o r financial advisors,
solicitors, advertising, printing, tran spo rtatio n, litiga
tion, a n d o th e r costs incidental to the solicitation, ex
cept that the bank m ay exclude the am o u n ts o f such
costs represented by the a m o u n t n o rm ally expended
for a solicitation for an election o f directors in the
absence o f a contest, and costs represented by salaries
a n d wages o f re gula r em ployees a n d officers, provided
a statem ent to that effect is included in the proxy
statem ent.
Item 5. V oting securities and principal holders
thereof, (a) State, as to each class of voting securi
ties of the bank entitled to be voted at the meet
ing, the number 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.
Item 4. Interest o f certain persons in matters
to be acted upon, (a) Solicitations not subject to
§ 206.5(i). Describe briefly any substantial inter
est, 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:
(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.
(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 begin
ning of the last fiscal year.
(d) If to the knowledge of the persons on whose
behalf the solicitation is made, any person, in
dividually, or together with his associates, owns
of record or beneficially more than 10 per cent
of the outstanding voting securities of the bank,
name such person or persons, state the approxi
mate amount of such securities owned of record
but not owned beneficially, and the approximate
am ount owned beneficially, and the percentage
of outstanding voting securities represented by
the amount of securities so owned in each such
manner.
(2) If the solicitation is made otherwise than
on behalf of management, each person on whose
behalf the solicitation is made. Any person who
would be a participant in a solicitation for pur
poses of § 206.5(i), as defined in subparagraph
2(i)(c), (d), (e), and (f) 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 director
of the bank.
(4) Each associate of the foregoing persons.
Instruction. Except in the case o f a solicitation
(e) If to the knowledge of the persons on whose
behalf the solicitation is made, a change in control
subject to § 206.5 o f this P art m ade in opposition to
a n o th e r solicitation subject to § 206.5 of this Part,
2
REGULATION F
(PROXY STATEMENT) FORM F-5
of the bank has occurred since the beginning of
its last fiscal year, state the nam e of the person or
persons who acquired such control, the basis of
such control, the date and a description of the
transaction or transactions in which control was
acquired and the percentage of voting securities
of the bank owned by such person or persons.
disclaims beneficial ownership of any such securi
ties, make a statement to that effect.
Instruction. P a ra g rap h (f) does n o t require a de
scription o f o rd in ary default provisions contained in
the ch arter, trust indentures or oth er governing in
strum ents relating to securities o f the bank.
cedure, and (2) that the proxies cannot be voted
for a greater number of persons than the num ber
of nominees named.
Item 6. N om in ees and directors, (a) If action is
to be taken with respect to the election of direc
tors, 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:
Item 7. R em uneration and other transactions
with m anagem ent and others. Furnish the infor
(b) If any nominee for election as a director is
proposed to be elected pursuant to any arrange
ment or understanding between the nominee and
any other person or persons, except the directors
and officers and officers of the bank acting solely
(f)
Describe any contractual arrangements, in in that capacity, name such other person or p er
sons and describe briefly such arrangem ent or
cluding any pledge of securities of the bank or
any of its parents, known to the persons on whose
understanding.
behalf the solicitation is made, the operation of
(c) If fewer nominees are nam ed than the
the terms of which may at a subsequent date re
num ber fixed by or pursuant to the governing
sult in a change in control of the bank.
instruments, state (1) the reasons for this p ro
(1) N am e 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 nam e and principal
business of any corporation or other organization
in which such employment is carried on. Furnish
similar information as to all of his principal occu
pations 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 state
ment or statement where management does not
solicit proxies was submitted to security holders
pursuant to § 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 approximate am ount of each class of equity
securities of the bank, or any of its parents or sub
sidiaries, “beneficially owned” (as defined in
§ 206.2(jj)) directly or indirectly by him. If he
mation 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 rem unera
tion plan, contract or arrangement in which any
director, nominee for election as a director, o r
officer of the bank, will participate, (iii) any pen
sion or retirement plan in which any such person
will participate, or (iv) the granting or extension
to any such person of any options, warrants, o r
rights to purchase any securities, other than w ar
rants or rights issued to security holders, as such,
on a pro rata basis. However, if the solicitation is
made on behalf of persons other than the manage
ment, the information 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 rem uneration paid by the bank and its
subsidiaries during the bank’s latest fiscal year
to the following persons for services in all capaci
ties:
(1) Each director of the bank whose aggregate
direct remuneration exceeded $40,000, and each
of the three highest paid officers o f the bank
whose aggregate direct rem uneration exceeded
that am ount, naming each such director and
officer.
(2) All directors and officers of the bank as a
group, without naming them, but stating the n u m
ber of persons included.
REGULATION F
FORM F-5 (PROXY STATEMENT)
N a m e o f individ
ual o r n u m b e r
group
of persons in
(A)
Capacities in
which re m u
neration was
received
(B)
A ggregate
direct
re m u n e ratio n
(C)
Instructions. 1. T h e in fo rm a tio n is to be given on
a ccrual basis, if practicable. T h e tables required by
this p a rag ra p h and p a rag ra p h (b) m ay be c om bined
if the b a n k so desires.
2.
D o n o t include re m une ration paid to a p a r tn e r
ship in which any director o r officer was a partner.
But see p a ra g ra p h (f) below.
(b) Furnish the following information, in sub
stantially the tabular form indicated, as to all an
nuities, pension or retirement benefits proposed
to be paid under any existing plan in the event
of retirement at normal retirement date, directly
o r indirectly, by the bank or any of its sub
sidiaries to (1) each director or officer nam ed in
answer to paragraph (a)(1) and, (2) all directors
and officers of the issuer who are eligible for such
benefits, as a group, stating the num ber of persons
in the group without naming them.
N a m e o f individ
u al o r n u m b er
o f persons in
group
(A)
A m o u n t set
aside or
accrued during
b a n k ’s last
fiscal year
(B)
Estim ated
a n n u a l benefits
u po n retirem ent
(C)
Instructions. 1. C o lu m n (B) need n ot be answered
with respect to paym ents com puted on an actuarial
basis u n d e r a n y plan which provides for fixed benefits
in the event of retirem en t at a specified age or after
a specified n u m b e r of years o f service. In such case,
C o lu m n s (A) and (C) need n ot be answ ered with
respect to d irectors and officers as a group.
2.
T h e in fo rm a tio n called f o r by C o lu m n (C) m ay
be given in a table show ing the an n u al benefits p a y
able up on retirem ent to persons in specified salary
classifications.
3.
In the case o f any plan (other th a n those speci
fied in Instruction 1) where the a m o u n t set aside each
year depends up on the a m o u n t o f earnings o f the
b a n k or its subsidiaries fo r such year or a prior
year (or where otherw ise im practicable to state the
e stim ated an nual benefits u p o n re tirem ent) there shall
be set forth, in lieu o f the inform ation called fo r by
C o lu m n (C), the aggregate a m o u n t set aside o r ac
c ru ed to date, unless im practicable to d o so, in
which case the m eth o d o f c o m puting such benefits
shall be stated. In addition, furnish a brief description
of th e m ate ria l term s of the plan, including the
m eth o d used in c o m puting the b a n k ’s contribution,
and the a m o u n t set aside o r accrued du rin g the
b a n k ’s last fiscal y e ar fo r all officers and directors as
a group, indicating the n u m b er o f persons in such
group w ithout nam ing them .
(c) Describe briefly all remuneration payments
(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
nam ed in answer to paragraph (a)(1), naming each
such person, and (ii) all directors and officers of
the bank as a group, without naming them.
Instruction. In fo rm atio n need n ot be included as to
paym ents to be m ade for, o r benefits to be received
from , g ro up life o r accident insurance, group h o s
pitalization, or sim ilar group p aym ents o r benefits.
If it is im practicable to state the a m o u n t o f re m u
neration pay m en ts prop osed to be m ade, the aggre
gate a m o u n t set aside o r accrued to date in respect
of such paym ents shall be stated, to gether with an
explanation of the basis for fu tu re paym ents.
(d) Furnish the following inform ation as to all
options to purchase securities, from the bank or
any o f its subsidiaries, which were granted to or
exercised by the following persons since the be
ginning of the bank’s last fiscal year and as to all
options held by such persons as of the latest prac
ticable date: (i) each director or officer named in
answer to paragraph (a)(1), naming each such
person; and (ii) to all directors and officers of the
bank as a group, without nam ing them:
(1) As to options granted, state (i) the title and
am ount of securities called for; (ii) the prices,
expiration dates, and other material provisions;
and (iii) the m arket value of the securities called
for on the granting date.
(2) As to options exercised, state (i) the title
and am ount o f securities purchased; (ii) the aggre
gate purchase price; and (iii) the aggregate market
value of the securities purchased on the date of
purchase.
(PROXY STATEMENT) FORM F-5
REGULATION F
(3)
As to all unexercised options held as of
the latest practicable date, regardless of when
such options were granted, state (i) the title and
aggregate am mount of securities called for; (ii)
the range of options prices; and (iii) the per share
market prices of the securities subject to option, as
of the latest practicable date.
Instructions. 1. T h e term “options” as used in this
p a rag ra p h (d) includes all options, w arrants o r rights,
o th e r th an those issued to security h olders as such
o n a p ro ra ta basis. W here the average option price
per share is called for, the weighted average price
per share shall be given.
2. T h e extension, regranting, o r m aterial a m e n d
m en t of options shall be d eem ed the granting of
options within the m eaning of this parag ra p h .
3. T his item need not be answ ered with respect to
options granted, exercised, o r outstanding, as m ay be
specified therein, where the total m a rk e t value (i) on
the granting date o f the securities called for by all
options gra n te d durin g the period specified, (ii) on the
dates of purchase o f all securities purch ased through
the exercise o f options du ring the period specified, or
(iii) as o f the latest practicable date of the securities
called f o r by all options held at such time, does not
exceed $10,000 for any officer o r d irector nam ed in
answ er to p a ra g ra p h (a)(1), or $40,000 for all officers
and d irectors as a group.
4. T h e info rm ation f o r all directors and officers as
a group regarding m arket value o f the securities on
the granting date of the options and on the purchase
date m ay be given in the form of price ranges for
each c a le n d a r q u a rte r d u rin g which options were
g ranted o r exercised.
(e)
State as to each of the following persons
who was indebted to the bank at any time since
the beginning of the bank's last fiscal year: (i) the
maximum am ount of the indebtedness outstanding
at any time during such period; (ii) the maturity
of such indebtedness; (iii) the amount thereof o u t
standing as of the latest practicable date; and (iv)
the rate of interest paid or charged thereon, if the
loan was made at other than prevailing interest
rates for comparable transactions with unaffiliated
persons:
(1) A ny
(2 ) A ny
(3 ) A ny
5(d); or
(4) A ny
persons.
director or officer of the bank;
nominee for election as a director;
security holder named in answer to
associate of any of the
foregoing
Instructions. 1. Instruction (1) to p a rag ra p h (a).
Include the na m e of each person whose indebtedness
is described and the na tu re of the relationship by
which the in fo rm a tio n is required to be given.
2. N o info rm ation need be given u n d e r this p a r a
grap h as to any indebtedness where: (i) the specified
person is subject to this Item 7(e) solely as an officer
of the b a n k a n d his interest in the transaction is
solely that o f a directo r of an o th e r c o rp o ratio n which
is a p a rty to the transaction; (ii) the specified person
is subject to this Item 7(e) solely as a d irector o f the
b a n k (or associate o f a director) a n d his interest in
the transaction is solely th at o f a director, officer of,
a n d / o r ow ner o f less th a n a 10 per cent interest in,
a n o th e r person th a t is a p a rty to the transaction; o r
(iii) the transaction consists of extensions o f credit by
the ban k in the ord in ary course of its business th a t
(A) are m ad e on substantially the sam e term s, includ
ing interest rates and collateral, as those prevailing at
the tim e for c o m p a rab le transactions with o th e r th a n
specified persons, (B) at no tim e exceed 10 pe r cent
of the equity capital accounts of the bank, o r $10
million, whichever is less, and (C) d o n o t involve
m ore th a n the n o rm al risk o f collectibility o r present
oth er u nfavo rable features. N o tw ithstand ing the fo re
going, if aggregate extensions of credit to the speci
fied persons, as a group, exceeded 20 pe r cent of the
equity capital accounts o f the b a n k at an y time d u r
ing the preceding year, (1) the aggregate a m o u n t of
such extensions of credit shall be disclosed, a n d (2)
a statem ent shall be included, to the extent applicable,
th at the ban k has had, and expects to have in the
future, b anking transactions in the o rd in ary course
of its business with directors, officers, principal stock
holders, a n d th eir associates, on the sam e term s, in
cluding interest rates a n d collateral on loans, as those
prevailing at the sam e tim e for com p a rab le tra n s
actions with others. F o r the purpose o f determ ining
“aggregate extensions o f credit” in this instruction,
transactions which are exem pted fro m disclosure p u r
suant to o th e r instructions to this Item 7(e) m a y be
excluded.
3. If, to the knowledge of the persons on whose
behalf the solicitation is m ade, any indebtedness
to the bank has arisen since the beginning o f the
ba n k ’s last fiscal year un d e r section 16(b) o f the
Securities E xchange A ct o f 1934, as a result o f tra n s
actions in the b a n k ’s stock (or other equity securities)
by any director, officer, o r security h o ld er na m e d in
answ er to Item 5(d),w hich indebtedness has not been
discharged by p a y m en t, state the a m o u n t o f any
profit realized and w hether suit will be b ro u g h t o r
oth er steps taken to recover such profit. If, in the
op inion of counsel, a question reason ab ly exists as to
the recoverability of such profit, only facts necessary
to describe the transactions, including the prices and
n u m b er o f shares involved, need be stated.
(f)
In addition to indebtedness required to be
described in Item 7 ( e ) , describe briefly, and
where practicable, state the approxim ate am ount
of any material interest, direct or indirect, of any
of the persons described in Item 7 ( e ) , in any
other material transactions since the beginning of
the bank’s last fiscal year, or in any other mate
FORM F-5 (PROXY STATEMENT)
rial proposed transactions, to which the bank or
any of its subsidiaries was or is to be a party.
REGULATION F
who has the same home as such person o r who
is a director or officer of any parent or subsidiary
of the bank; or
(5) T he bank o r any of its subsidiaries.
Instructions. 1. No information need be given in
response to this Item 7(f) as to any remuneration or
other transaction reported in response to Item 7(a),
Instructions. 1. Instructions 2, 3, and 4 to Item 7(f)
(b), (c), (d), or (e), or as to any transaction with re
shall apply to this Item 7(g).
spect to which information may be omitted pursuant
2. Without limiting the general meaning of the
to Instruction 1 to Item 7(b), the Instruction to Item
term “transaction” there shall be included in answer
7(c), Instruction 3 to Item 7(d), or Instruction 2
to this item any remuneration received or any loans
or the Instructions to Item 7(e).
received or outstanding during the period, or pro
2. No information need be given in answer to this
posed to be received.
Item 7 (f) as to any transaction or any interest therein
3. No information need be given in answer to
where: (i) the rates or charges involved in the trans
paragraph (g) with respect to—
action are fixed by law or determined by competitive
bids; (ii) the transactions involve services as a bank
(a) payments to the plan or payments to bene
depository of funds, transfer agent, registrar, trustee
ficiaries, pursuant to the terms of the plan;
under a trust indenture or other similar services; (iii)
(b) payment of remuneration for services not in
the amount involved in the transaction or a series
excess of 5 per cent of the aggregate remuneration
of similar transactions, including all periodic install
received by the specified person during the issuer’s
ments in the case of any lease or other agreement,
last fiscal year from the issuer and its subsidiaries; or
providing the periodic installment does not exceed
(c) any interest of the issuer or any of its sub
$40,000; (iv) the interest of the specified person in
sidiaries which arises solely from its general interest
the transaction is (a) solely that of a director of
in the success of the plan.
another corporation which is a party to the transac
tion or (b) from the direct or indirect ownership by
Item 8. R elationship with independent public
such person and his associates of less than a 10 per
accountants. If the solicitation is made on behalf
cent equity interest in such corporation or organiza
of m anagement of the bank and relates to an
tion, or (c) from both such position and ownership.
annual meeting of security holders at which direc
3. The amount of the interest of any specified per
tors are to be elected, or financial statements are
son shall be computed without regard to the amount
of the profit or loss involved in the transaction.
included pursuant to Item 15, or relates to a
Where it is not practicable to state the approximate
meeting at which action is to be taken with
amount of interest, the approximate amount involved
respect to the selection or approval of auditors,
in the transaction shall be indicated.
furnish the following inform ation describing the
4. In describing any transaction involving the pur
b ank’s relationship with its independent public
chase or sale of assets by or to the bank or any of
its subsidiaries, otherwise than in the ordinary course
accountants:
of business, state the cost of the assets to the pur
(a) T he nam e of the principal accountant se
chaser or, if acquired by the seller within two years
lected
o r being recommended to shareholders for
prior to the transaction, the cost thereof to the seller.
election, approval or ratification for the current
(g)
Describe briefly any transactions since the
year. If no accountant has been selected o r rec
beginning of the issuer’s last fiscal year or any
ommended, so state and briefly describe the
presently proposed transactions to which any
reasons therefor.
pension retirement savings or similar plan pro
(b ) T he nam e of the principal accountant for
vided by the issuer, o r any of its parents or
the
fiscal year most recently completed if different
subsidiaries, was or is to be a party in which any
from the accountant selected or recommended
of the following persons had or is to have a
for the current year or if no accountant has yet
direct or indirect material interest, naming such
been selected or recom m ended for the current
person and stating his relationship to the issuer,
year.
the nature of his interest in the transaction and
(c) If a change o r changes in accountants have
w here practicable, the am ount of such interest:
taken place since the date of the proxy statement
(1 ) A ny director or officer of the issuer;
for the most recent annual meeting of share
(2 ) A ny nominee for election as a director;
holders, and if in connection with such change (s)
(3 ) A ny security holder nam ed in answer to
a disagreement between the accountant and bank
Item 5 ( d ) ;
(4 ) A ny relative o r spouse of any of the fore
has been reported on Form F-3 o r in the account
going persons, o r any relative of such spouse,
a n t’s letter filed as an exhibit thereto, the dis
REGULATION F
(PROXY STATEMENT) FORM F-5
agreement shall be described. P rio r to submitting
the preliminary proxy material to the Board
which contains or amends such description, the
bank shall furnish the description of the dis
agreement to any accountant with w hom a
disagreement has been reported. If that account
ant believes that the description of the disagree
m ent is incorrect or incomplete, he m ay include
a brief statement, ordinarily expected not to
exceed 200 words, in the proxy statem ent p re
senting his view of the disagreement. This state
m ent shall be submitted to the bank within 10
business days of the date the accountant received
the b an k ’s description.
(d) F urnish 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, profitsharing, pension, retirement, stock option, stock
purchase, deferred compensation, o r other re
m uneration or incentive plans, now in effect
or in effect within the past 5 years, for (i) each
director o r officer named in answer to Item 7(a)
who may participate in the plan to be acted upon;
(ii) all directors and officers of the bank as a group,
if any director or officer may participate in the
plan, and (iii) all employees, if employees may
participate in the plan.
(d ) T h e proxy statement shall indicate whether
or not representatives of the principal account
ants for the current year and for the most re
cently completed fiscal year are expected to be
present at the stockholders’ meeting with the
opportunity to m ake a statement if they desire to
do so and whether or not such representatives are
expected to be available to respond to appropriate
questions.
(e) If the plan to be acted upon can be
amended otherwise than by a vote of stockhold
ers to increase the cost thereof to the bank or to
alter the allocation of the benefits as between
the groups specified in ( b ), state the nature of
the am endments which can be so made.
(e) If the bank has an audit or similar co m
mittee of the Board of Directors, state the names
of the members of the committee. If the Board
of Directors has no audit o r similar committee,
so state.
Item 9. B onus, profit-sharing, and other re
m uneration plans. If action is to be taken with
respect to any bonus, profit-sharing, or other
rem uneration plan, furnish the following infor
mation:
(a) Describe briefly the material features of
the plan, identify each class of persons who will
participate therein, indicate the approximate n u m
ber 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 nam e and position with the bank
of each person specified in Item 7 (a ) w ho will
participate in the plan and the am ount each such
person would have received under the plan for
the last fiscal year of the bank if the plan had
been in effect.
(f) If action is to be taken with respect to the
am endm ent or modification of an existing plan,
this item shall be answered with respect to the
plan as proposed to be amended or modified and
shall indicate any material differences from the
existing plan.
Instructions. 1. If the p lan is set fo rth in a n o rm al
plan, con tract, or a rrang em ent, three copies thereof
shall be filed with the B o a rd at the tim e prelim inary
copies of the S tatem en t are filed p u rsu a n t to
§ 206.5(f).
2. In fo rm a tio n n eed n o t be included as to p a y
m ents m ad e for, or benefits to be received fro m group
life o r accident insurance, group hospitalization o r
sim ilar group p aym ents o r benefits.
3. I f action is to be tak e n with respect to any plan
in w hich directo rs o r officers m ay participate, the in
fo rm atio n called fo r by Item 7(d) (1) a n d (2) shall be
furnished fo r the last five fiscal y ears o f the issuer
an d any perio d subsequent to the end o f the latest
such fiscal year, in aggregate am ou nts fo r th e entire
period fo r each such p erson a n d group. I f any nam ed
person, o r an y other director o r officer, p urchased
securities th ro u g h the exercise o f options during such
period, state the aggregate a m o u n t o f securities of
that class sold du rin g the p erio d by such na m e d pe r
son a n d such oth er directors a n d officers as a group.
T h e in fo rm a tio n called f o r by this Instruction 3 is
in lieu o f the in fo rm a tio n since the beginning o f the
issuer’s last fiscal year called f o r by Item 7(d) (1)
a n d (2). If em ployees m a y participate in the p lan to
be acted upo n, state the aggregate a m o u n t of securi
ties called f o r by all options granted to em ployees
during the five-year period and, if the options were
o th e r th a n “restricted” o r “qualified” stock options
FORM F-5 (PROXY STATEMENT)
REGULATION F
o r options g ranted pu rsu a n t to an “em ployee stock
purchase p la n ” , as the qu oted term s are defined in
Sections 422 through 424 o f the Internal Revenue
Code, state th a t fact a n d the weighted average option
price p e r share.
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.
If
action is to be taken with respect to any pension
o r retirement plan, furnish the following infor
mation:
(f)
If action is to be taken with respect to the
am endm ent or modification of an existing plan,
this item shall be answered with respect to the
plan as proposed to be amended or modified and
shall indicate any material differences from the
existing plan.
Item
10.
Pension
and
retirement plans.
(a) Describe briefly the material features of
the plan, identify each class of persons who will
be entitled to participate therein, indicate the
approximate num ber of persons in each such
class, and state the basis of such participation.
(b ) State (1) the approximate total am ount
necessary to fund the plan with respect to past
services, the period over which such am ount is to
be paid, and the estimated annual payments
necessary to pay the total am ount over such
period, (2 ) the estimated annual paym ent to be
m ade with respect to current services, and (3)
the am ount 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
am ount 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
am ount of the annual benefits estimated to be
payable to such person in the event of retirement
at normal retirement date.
(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 m ade pursuant to all bonus, profit shar
ing, pension, retirement, stock option, stock pur
chase, deferred compensation, or other rem u n
eration or incentive plans, now in effect or in
effect within the past 5 years, for (i) each direc
tor or officer nam ed in answer to Item 7 (a) who
m ay participate in the plan to be acted upon;
(ii) all present directors and officers of the bank
as a group, if any director or officer may partici
pate in the plan, and (iii) all employees, if em
ployees may participate in the plan.
(e) If the plan to be acted upon can be
amended otherwise than by a vote of stock
Instructions. 1. T he in fo rm a tio n called for by p a r a
g raph (b) (3) o r (c) (2) need not be given as to pay
m ents m ade on an actu a ria l basis p u rsu a n t to any
g ro u p pension p lan which provides for fixed benefits
in the event o f retirem ent at a specified age o r after
a specified n u m b er o f years o f service.
2.
T h e instructions to Item 9 shall apply to this
item.
Item 11. Options, warrants, or rights. If ac
tion is to be taken with respect to the
extension or am endm ent of any options,
or rights to purchase securities of the
any subsidiary, furnish the following
tion:
granting,
warrants,
bank or
inform a
(a) State (i) the title and am ount of securities
called for or to be called for by such options,
warrants, or rights; (ii) the prices, expiration
dates, and any other material conditions upon
which the options, warrants, or rights m ay be
exercised; (iii) the consideration received or to
be received by the issuer o r subsidiary for the
granting or extension of the options, w arrants or
rights; (iv) the m arket value of the securities
called for or to be called for by the options, w ar
rants or rights as of the latest practicable date,
and (v) in the case of options, the Federal
income tax consequences of the issuance and
exercise of such options to the recipient and to
the bank.
(b ) State separately the am ount o f options,
warrants, or rights received or to be received by
the following persons, naming each such person;
(i) each director or officer nam ed 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 m ore of such options, warrants or rights.
State also the total am ount of such options, w ar
rants, or rights received or to be received by all
REGULATION F
directors and officers of the b ank as a group,
w ithout nam ing them.
(c)
Furnish such information, in addition to
that required by this item and Item 7, as may
be necessary to describe adequately the provisions
already m ade pursuant to all bonus, profit shar
ing, pension, retirement, stock option, stock
purchase, deferred compensation, o r other rem u
neration or incentive plans, now in effect or in
effect within the past 5 years, fo r (i) each
director or officer nam ed in answer to Item 7 (a )
who m ay participate in the plan to be acted
upon; (ii) all directors and officers of the bank
as a group, if any director or officer m ay partici
pate in the plan, and (iii) all employees, if em
ployees may participate in the plan.
Instruction. 1. P a ra g rap h s (b) a n d (c) do n o t apply
to w a rrants o r rights to be issued to security holders
as such on a p ro r a ta basis.
2. T h e Instructions to Item 9 shall apply to p a r a
g raph (c) o f this item.
3. Include in the answ er to p a ra g ra p h (c) as to
each direc to r or officer n a m ed in answ er to Item 7(a)
a n d as to all directors a n d officers as a group (i) the
a m o u n t o f securities acquired during the past tw o
years th ro u g h the exercise o f such options, (ii) the
a m o u n t of securities sold during such p eriod o f the
sam e class as those acquired th ro u g h the exercise of
such options, and (iii) the a m o u n t o f securities subject
to all unexercised options held as o f the latest p ra c
ticable date.
Item 12. A uthorization or issuance o f securities
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 inform ation:
(a) State the title and am ount of securities to
be authorized or issued.
(b) F urnish a description of the material p ro
visions of the securities such as would be required
in a registration statement filed pursuant to this
Part. If the terms of the securities cannot be
stated or estimated with respect to any or all of
the securities to be authorized, because no offer
ing thereof is contemplated in the proximate
future, and if no further authorization by security
holders for the issuance thereof is to be obtained,
it should be stated that the terms of the securities
to be authorized, including dividend or interest
rates, conversion prices, voting rights, redemption
prices, m aturity dates, and similar m atters will be
(PROXY STATEMENT) FORM F-5
determined by the board of directors of the bank.
If the securities are additional shares o f com m on
stock of a class outstanding, the description
m ay be omitted, except for a statement of the
preemptive rights, if any. W here the statutory
provisions with respect to preemptive rights are
so indefinite o r complex that they cannot be
stated in summarized form , it will suffice to m ake
a statement in the form of an opinion of counsel
as to the existence and extent of such rights.
(c) Describe briefly the transaction in which the
securities are to be issued, including a statement as
to (1) the nature and approxim ate am ount of con
sideration received or to be received by the bank,
and (2) the approxim ate am ount devoted to each
purpose so far as determinable, for which the net
proceeds have been or are to be used. If it is
impracticable to describe the transaction in which
the securities are to be issued, indicate the purpose
of the authorization of the securities, and state (i)
w hether further authorization for the issuance of
the securities by a vote of security holders will be
solicited prior to such issuance, and (ii) whether
present security holders will have preemptive
rights to purchase such securities.
(d) If the securities are to be issued otherwise
than in a general public offering for cash, state the
reasons for the proposed authorization or issuance
and the general effect thereof upon the rights of
existing security holders.
Item 13. M odification or exchange o f securities.
If action is to be taken with respect to the m odi
fication of any class o f securities of the bank, or
the issuance or authorization for issuance of secu
rities of the bank in exchange for outstanding
securities of the bank, furnish the following infor
mation:
(a) If outstanding securities are to be modified,
state the title and am ount thereof. If securities are
to be issued in exchange for outstanding securities,
state the title and am ount of securities to be so
issued, the title and am ount of outstanding secu
rities to be exchanged therefor, and the basis of
the exchange.
(b) Describe any material differences between
the outstanding securities and the modified or new
securities with respect to any of the matters con
cerning which inform ation would be required in
the description of the securities in a registration
statement filed pursuant to this Part.
FORM F-5 (PROXY STATEMENT)
REGULATION F
(c) State the reasons for the proposed modifica
tion or exchange and the general effect thereof
upon the rights of existing security holders.
(1) A brief description of the business and
property o f each such person in substantially the
m anner required by Items 3 and 5 of F orm F -l.
(d) Furnish a brief statement as to arrears in
dividends or as to defaults in principal or interest
with respect to the outstanding securities which
are to be modified o r exchanged and such other
inform ation as may be appropriate in the partic
ular case to disclose adequately the nature and
effect of the proposed action.
(2) A brief statement as to dividends in arrears,
o r defaults in principal or interest with respect
to any securities of the bank or of such person,
and as to the effect of the plan thereon and such
other information as may be appropriate in the
particular case to disclose adequately the nature
and effect of the proposed action.
(e) Outline briefly any other material features
of the proposed modification or exchange.
(3) Such inform ation with respect to the p ro
posed managem ent of the surviving bank as would
be required by Items 6 and 7 of this F orm F-5.
Inform ation concerning rem uneration of m anage
ment may be projected for the current year based
on rem uneration actually paid or accrued by each
of the constituent persons during the last calendar
year. If significantly different, proposed com pen
sation arrangements should be described.
(f) The instruction to Item 9 shall apply to this
item.
Instruction. If the existing security is presently
listed a n d registered on a n a tio n a l securities ex
change, state w h e th e r it is intended to apply fo r list
ing a n d re g istration o f the new o r reclassified se
curity on such exchange or any o th e r exchange. If it
is n o t intended to m ake such application, state the
effect of the term ination o f such listing a n d registra
tion.
Item 14. M ergers, consolidations, acquisitions,
and similar matters. If action is to be taken with
respect to any plan for (i) the m erger or con
solidation of the bank into or with any other
person, or o f any other person into or with the
bank, (ii) the acquisition by the bank or any of its
subsidiaries o f securities of another bank, (iii) the
acquisition by the bank of any other going busi
ness or of the assets thereof, (iv) the sale or other
transfer o f all or any substantial part o f the assets
of the bank, or (v) the voluntary liquidation or
dissolution of the bank:
(a) Outline briefly the material features of the
plan. State the reasons therefor and the general
effect thereof upon the interests of existing secu
rity holders. If the plan is set forth in a written
document, file three copies thereof with the Board
when preliminary copies of the Statement are
filed pursuant to section 206.5(f).
(b) Furnish the following inform ation as to the
bank and each person which is to be merged into
the bank, or into or with which the bank is to
be merged or consolidated, or the business or
assets of which are to be acquired, or which is the
issuer of securities to be acquired by the bank or
any of its subsidiaries in exchange for all or a
substantial part of its assets, or to be acquired by
security holders of the bank.
(4) A tabular presentation of the existing and
pro form a capitalization.
(5) In colum nar form, for each of the last five
fiscal years, a historical summ ary of earnings.
Such summ ary is to be concluded by indicating
per share amounts of income before securities
gains (losses), net income, and dividends declared
for each period reported. (Extraordinary items, if
any, should be appropriately reported and per
share amounts of securities gains (losses) should
be included.)
(6) In colum nar form, for each of the last five
fiscal years, a combined pro form a sum m ary of
earnings, as appropriate in the circumstances, ■: 'iilar in structure to the historical summary of earn
ings. If the transaction established a new basis of
accounting for assets of any of the persons in
cluded therein, the p ro form a summary of earnings
shall be furnished only for the most recent fiscal
year and interim period and shall reflect appro
priate pro form a adjustments resulting from such
new basis of accounting.
(7) A tabular presentation of comparative per
share data of the constituent banks or other per
sons pertaining to:
(A)(i) Income before securities gains (losses),
(ii) net income, and (iii) dividends declared, for
each of the last three fiscal years; and
(B) Book value per share, at the date of the bal
ance sheets included in the Statement.
REGULATION F
T he comparative per share data shall be pre
sented on a historical and pro form a basis (except
dividends which are to be furnished on historical
basis only) and equated to a com mon basis in
exchange transactions.
(8) T o the extent material for the exercise of
prudent judgment, the historical and pro form a
earnings data specified in (5), (6), and (7) above
for the latest available interim period of the cur
rent and prior fiscal years.
Instructions. 1. H istorical statem ents o f incom e
in their entirety, as re quired by Item 15, m ay be fu r
nished in lieu of the sum m ary o f earnings specified
in p a ra g ra p h (5). If su m m a ry earnings inform ation
is presented, include, as a m inim um , o p erating reve
nues, o p erating expenses, incom e before incom e taxes
a n d security gains (losses), and ne t incom e. T he sum
m ary shall reflect retroactive adjustm ents o f any
m ate ria l item s affecting the c o m parability of the r e
sults.
2. In connection with any interim period o r periods
between the e n d o f the last fiscal year a n d the ba l
ance sheet date, and a n y com p a rab le p rio r period, a
statem ent shall be m ade th a t all a djustm ents neces
sary to a fa ir sta tem ent of the results fo r such in
terim period o r periods between the end o f the last
fiscal y e ar and the balance sheet date, and any c o m
parab le p rio r period, a sta te m en t shall be m ad e that
all a djustm ents necessary to a fair sta tem ent o f the
results fo r such interim period o r periods have been
included, a n d results of the interim period fo r the
c u rre n t year are no t necessarily indicative o f results
fo r the entire year. In addition, there shall be f u r
nished in such cases, as supplem ental inform ation
but n o t as a part o f the proxy statem ent, a letter
describing in detail the n a tu re and a m o u n t of any
adjustm ents, o th e r th an n o rm al recu rrin g accruals,
entering into the determ in a tio n o f the results shown.
3. T h e inform ation re quired by this Item 14(b) is
re quired in a Statem ent o f the “a cquiring” o r “sur
viving” b a n k only w here a “significant” m erger or
acquisition is to be voted upon. F o r purposes o f this
item, the term “significant” m erger or acquisition shall
m ea n a transaction w here either (1) the net book
value o f assets to be acquired o r the a m o u n t to be
paid th ere fo r exceed 5 p e r cent o f the equity capital
accounts o f the acquiring bank, o r (2) in a n exchange
transaction, the n u m b e r o f shares to be issued ex
ceeds 5 pe r cent o f the outstanding shares o f the ac
quiring bank, o r (3) gross operating revenues fo r the
last fiscal y e ar of the person to be acquired exceeded
5 per cent of the gross o p erating revenues fo r the last
fiscal year o f the a cquiring bank, or (4) “income
(loss) before incom e taxes and securities gains or
losses” a m o u n ts to 5 pe r cent o r m ore o f the “incom e
(loss) before incom e taxes and securities gains or
losses” of the acquiring bank. If less th an a “signifi
c a n t” m erger acquisition is to be voted upon, such
(PROXY STATEMENT) FORM F-5
in fo rm a tio n need only be included to the extent
necessary fo r the exercise o f pru d e n t judgm ent with
respect thereto.
(c)
As to each class o f securities o f the bank,
or of a n y person specified in p a ra g ra p h (b), which
is adm itted to dealing o n a national securities
exchange o r w ith respect to w hich a m ark e t o th e r
wise exists, a n d w hich will be m aterially affected
by the plan, state the high a n d low sale prices (or,
in the absence o f trad in g in a p a rtic u la r period, the
range of the bid a n d asked prices) fo r each q uarterly
period w ithin tw o years. T his inform ation m ay be
om itted if the plan involves m erely the v o luntary
liquidation or dissolution o f the bank.
Item 15. Financial statements, (a) If action is to
be taken with respect to any m atter specified in
Items 12, 13, or 14 above, furnish verified finan
cial statements of the bank and its subsidiaries
such as would be required in a registration state
m ent filed pursuant to this Part. In addition, the
latest available interim date balance sheet and
statement of income for the interim period be
tween the end of the last fiscal year and the in
terim balance sheet date, and comparable prior
period, shall be furnished. All schedules, except
Schedules I, II, and V II may be omitted.
(b) If action is to be taken with respect to any
m atter specified in Item 14(b), furnish for each
person specified therein, other than the bank,
financial statements such as would be required in
a registration statement filed pursuant to this Part.
In addition, the latest available interim date bal
ance sheet and statement of income for the interim
period between the end of the last fiscal year and
the interim balance sheet date, and comparable
prior period, shall be furnished. However, the fol
lowing may be omitted: (1) all schedules, except
Schedules I, II, and VII; and (2) statements for
subsidiary, all of the stock of which is owned by
the bank, that is included in the consolidated
statement of the bank and its subsidiaries. Such
statements shall be verified, if practicable.
(c) Notwithstanding paragraphs (a) and (b)
above, any or all o f such financial statements
which are not material for the exercise of prudent
judgm ent in regard to the m atter to be acted upon
may be omitted. Such financial statements are
deemed material to the exercise of prudent judg
ment in the usual case involving the authorization
or issuance of any material am ount o f senior
securities, but are not deemed material in cases
involving the authorization or issuance o f common
FORM F-5 (PROXY STATEMENT)
stock, otherwise than in an exchange, merger,
consolidation, acquisition, or similar transaction.
(d)
T he statement may incorporate by reference
any financial statements contained in an annual
report sent to security holders pursuant to
§ 206.5(c) with respect to the same meeting as
that to which the Statement relates, provided such
financial statements substantially meet the require
ments of this item.
Item 16. A cquisition or disposition o f property.
If action is to be taken with respect to the acquisi
tion or disposition of any property furnish the
following information:
(a) Describe briefly the general character and
location of the property.
(b) State the nature and am ount of considera
tion to be paid or received by the issuer or any
subsidiary. T o the extent practicable, outline
briefly the facts bearing upon the question of the
fairness of the consideration.
(c) State the name and address of the transferor
or transferee, as the case may be, and the nature
o f any material relationship of such person to the
issuer or any affiliate of the issuer.
(d) Outline briefly any other material features
of the contract or transaction.
Item 17. R estatem ent o f accounts. If action is
to be taken with respect to the restatement of
any asset, capital, or surplus account of the issuer,
furnish the following information:
(a) State the nature of the restatement and the
date as of which it is to be effective.
(b) Outline briefly the reasons for the restate
m ent and for the selection of the particular effec
tive date.
(c) State the nature and am ount of each ac
count (including any reserve accounts) affected
by the restatement and the effect of the restate
ment thereof. T abular presentation of the amounts
shall be m ade when appropriate, particularly in
the case of recapitalizations.
(d) T o the extent practicable, state whether and
the extent, if any, to which, the restatement will,
as of the date thereof, alter the am ount available
for distribution to the holders of equity securities.
REGULATION F
Item 18. A ction with respect to reports. If ac
tion is to be taken with respect to any report of
the bank or of its directors, officers, or commit
tees o r any minutes of a meeting of its security
holders, furnish the following information:
(a) State w hether or not such action is to con
stitute approval or disapproval of any o f the m at
ters referred to in such reports of minutes.
(b) Identify each of such matters which it is
intended will be approved or disapproved, and
furnish the inform ation required by the appro
priate item or items of this schedule with respect
to each such matter.
Item 19. M atters not required to be submitted.
If action is to be taken with respect to any m atter
which is not required to be submitted to a vote of
security holders, state the nature of such matter,
the reasons for submitting it to a vote of security
holders and what action is intended to be taken
by the m anagement in the event o f a negative vote
on the m atter by the security holders.
Item 20. A m endm ent o f charter, by-laws, or
other docum ents. If action is to be taken with re
spect to any am endm ent of the bank’s charter,
by-laws, or other documents as to which inform a
tion is not required above, state briefly the reasons
for and general effect o f such amendment.
Instruction. W here the m a tte r to be acted upon is
the classification o f directors, state w h e th er vacancies
which occur during the year m ay be filled by the
bo a rd of directors to serve only until this ne x t a n
nual m eeting o r m ay be so filled fo r the rem ainder
of the full term .
Item 21. Other proposed action. If action is to
be taken with respect to any m atter not specifically
referred to above, describe briefly the substance
of each such matter in substantially the same de
gree of detail as is required by Items 5 to 18,
inclusive, above.
Item 2 2 . V ote required for approval. As to each
matter which is to be submitted to a vote of secu
rity holders, other than elections to office or the
selection or approval of auditors, state the vote
required for its approval.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-6
S T A T E M E N T IN E L E C T IO N C O N T E S T
G E N E R A L IN S T R U C T IO N S
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. T he inform a
tion called for by Items 2 (a ) and 3 (a ) o r a fair
summ ary thereof is required to be included in all
preliminary soliciting material by § 2 0 6 .5 (i) of
this Part.
Item 1. Bank. State the nam e and address of
the bank.
Item 2. Identity and background o f participant.
(a) State the following: (1 ) Y our nam e and
business address. (2 ) Y our present principal
occupation or employment and the name, prin
cipal business, and address of any corporation or
other organization in which such employment is
carried on.
(b) State the following: (1 ) Y our residence
address. (2 ) Inform ation as to all material occu
pations, positions, offices, or employments d u r
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 occu
pation, position, office, or employment was
carried on.
(c) State whether o r not you are o r have been
a participant in any other proxy contest involving
the bank or other corporations within the past
ten years. If so, identify the principals, the subject
m atter and your relationship to the parties and the
outcome.
(d) State whether or not, during the past
ten years, you have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give dates, nature of
conviction, name and location of court, and pen
alty imposed or other disposition of the case. A
negative answer to this sub-item need not be
included in the Statement or other proxy solic
iting material.
Item 3. Interests in securities o f the bank,
(a) State the am ount of each class of securities
of the bank that you own beneficially, directly,
or indirectly.
(b ) State the am ount of each class of securities
of the bank that you own of record but not bene
ficially.
(c) State with respect to the securities specified
in (a) and (b ) the am ounts acquired within the
past two years, the dates of acquisition and the
am ounts acquired on each date.
(d ) If any part of the purchase price or m arket
value of any of the shares specified in paragraph
(c) is represented by funds borrow ed or other
wise obtained for the purpose of acquiring or
holding such securities, so state and indicate the
am ount of the indebtedness as of the latest p rac
ticable date. If such funds were borrowed or
obtained otherwise than pursuant to a margin
account o r bank loan in the regular course of
business of a bank, broker, or dealer, briefly
describe the transactions, and state the names of
the parties.
(e) State w hether 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 ven
tures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profits,
division of losses or profits, or the giving o r with
holding of proxies. If so, nam e the persons with
whom such contracts, arrangements, or under
standings exist and give the details thereof.
(f) State the am ount of securities of the bank
owned beneficially, directly o r indirectly, by each
of your associates and the nam e and address of
each such associate.
(g) State the am ount of each class of securities
of any parent or subsidiary of the bank which
you own beneficially, directly or indirectly.
Item 4. Further matters, (a) Describe the time
and circumstances u n der which you became a
participant in the solicitation and state the nature
and extent of your activities or proposed activities
as a participant.
(b) Furnish for your self and your associates
the inform ation required by Item 7 ( f ) of F orm
F-5.
(c) State w hether o r not you o r any of your
associates have any arrangem ent or understand
ing with any person (1) with respect to any
REGULATION F
FORM F-6 (STATEMENT IN ELECTION CONTEST)
future em ployment by the bank or its affiliates;
o r (2 ) with respect to any future transactions to
which the b ank or any of its affiliates will or
may be a party. If so, describe such arrangem ent
o r understanding and state the nam es of the
parties thereto.
(d )
State the total am ount contributed and
proposed to be contributed by you in furtherance
of the solicitation, directly or indirectly, if such
am ount exceeds or will exceed $500 in the aggre
gate.
Item 5. Signature. The statement shall be dated
and signed in the following m anner:
I certify that the statements m ade in this state
2
ment are true, complete, and correct, to the best
of my knowledge and belief.
(D ate)
(Signature of participant or
authorized representative)
Instruction. If the sta te m en t is signed on behalf of
a participant by the latter's au th o riz ed representative,
evidence o f the representative’s auth o rity to sign on
behalf of such p a rticipant shall be filed with the
statem ent.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-7
IN ITIA L STATEM ENT O F B EN EFIC IA L OW NERSHIP O F SECURITIES
(Filed pursuant to section 16(a) of the Securities Exchange A ct of 1934)
(1) N am e of b a n k ____________________________________________________________________________
(2) N am e and business address of reporting person
__________________________________________
(3) Relationship o f reporting person to com pany ______________________________ (See Instruction 5)
(4) N ature of event necessitating this statement:
□
□
Assumption of director ship
A ppointed policy making officer
Q
Became 10 per cent owner
Q Newly registered bank
(5) D ate of event requiring filing of this statement______________________________ (See
Instruction 6)
(6) If an am endm ent give date of statement a m e n d e d _________________
T able
I.
S e c u r it ie s B e n e f ic ia l l y
O w ned
Furnish the information required by the following table as to securities of the company beneficially owned di
rectly or indirectly by the reporting person, including transferable warrants but excluding puts, calls, options
and other rights or obligations required to be reported in Table II. (see Instruction 7)
1. T i t l e o f s e c u r i t i e s
owned
(In s tru c tio n 9)
2. A m o u n t owned
d ire c tly o r
in d ire ctly
( I n s t r u c t i o n 11 )
3. N a t u r e o f
b e n eficial
o w n ersh ip
(In s tru c tio n 10)
T a b l e II. P u t s , C a l l s , O p t i o n s a n d O t h e r R i g h t s o r O b l i g a t i o n s
Furnish the information required by the following table as to all puts, calls, options and other rights or obliga
tions (all hereinafter referred to as “options") pursuant to which the reporting person may buy or sell, or
be required to buy or sell, securities of the company. However, transferable warrants issued by the company
which give the right to buy other securities of the company are to be reported in Table I. (see Instruction 7)
1. T i t l e o f s e c u r i t i e s
su b ject to o p tio n
(In stru c tio n 9 )
2. N a tu re of
o p tio n he ld
(In s tru c tio n 12)
3. A m o u n t o f s e c u r i t i e s
s u b je c t to o p tio n
( I n s tr u c tio n 11)
4. P u r c h a s e o r s a l e
p r ic e o f s e cu ritie s
su b ject to o p tio n
(In stru c tio n 13)
5. D a t e o f e x p i r a t i o n
o f o p tio n
Explanation of items in tables:
Date of statement_________________________________
____________________________________________
Signature
Note: If the space provided in either table is insufficient, use a continuation sheet which identifies the table
and columns to which it relates.
FORM F-7 (INITIAL STATEMENT OF BENEFICIAL OWNERSHIP)
REGULATION F
IN S T R U C T IO N S
1. Person required to file statements. A statem ent
o n this fo rm is re quired to be filed by every person
who, at the tim e any class of equity securities o f a
ba n k becom es registered pu rsu a n t to section 12 of
the Securities E xchange A ct o f 1934 (the Act), (i) is
directly o r indirectly the beneficial o w n e r o f m ore
th an 10 per c en t o f such class o r (ii) is a director or
officer o f the b a n k which is the issuer o f such securi
ties, a n d by every p erson w ho th e re a fte r becom es such
a beneficial owner, director, o r officer. T h e term “offi
cer” m eans a C h a irm a n o f the B oard o f D irectors,
Vice C h a irm a n o f th e B oard, C h a irm a n of the E xecu
tive C om m ittee, President, Vice P resident (except as
indicated in the next sentence), C ashier, T reasurer,
Secretary, C om ptroller, and any o th e r person w ho
participates in m a jo r policy-m aking functions o f the
bank. In som e banks (particularly banks with officers
bearing titles such as Executive Vice President, Senior
Vice President, o r First Vice President as well as a
n u m b e r o f “Vice Presidents”), som e o r all “Vice Presi
dents” do no t participate in m a jo r policy-m aking func
tions, a n d such persons are no t officers fo r the p u r
pose o f this statem ent.
2. When statements are to be filed. Persons w ho
ho ld a n y of the relationships specified in In struction 1
w hen any class o f equity securities o f th e bank b e
com es registered pu rsu a n t to section 12 o f the A ct are
required to file a sta te m en t o n this fo rm within 10
days afte r the date such registration becom es effective.
Persons w ho subsequently assum e any o f the re la tio n
ships specified in Instru c tio n 1 are req u ire d to file a
sta tem ent w ithin 10 days a fte r assum ing such rela tio n
ship. Statem ents are no t deem ed to have been filed
with the B oard or an exchange until they have actually
been received by the B o a rd o r such exchange.
3. Where and how statements are to be filed. One
signed copy o f each sta te m en t shall be filed with the
B oard of G ove rn o rs o f the F e d e ral R eserve System,
W ashington, D . C. 20551. One signed copy there o f
shall also be filed with each exchange on w hich any
class o f equity securities o f the bank is listed. H o w
ever, if such b a n k has, in a cc ordanc e with § 206.6(a)(3)
of R egulation F , designated a single exchange to re
ceive statem ents, the sta te m en t need only be filed with
the B oard and the designated exchange.
4. Separate statement for each bank. A separate
sta tem ent shall be filed w ith respect to the equity
securities o f each bank.
5. Relationship of reporting person. Indicate clearly
the relationship of the re porting person to the bank;
f o r exam ple, “D ire cto r” , '‘D ire cto r and Vice Presi
d e n t” , “ Beneficial ow ner o f m o re th a n 10 p e r cent of
the b a n k ’s c o m m o n stock,” etc.
6. Date as of which beneficial ownership is to be
given. T h e inform ation as to beneficial ow nership of
securities, including those subject to puts, calls, o p
tions, and w a rrants, etc., shall be given as of the date
on which the event occurred which requires the filing
of a statem ent on this form . F o r exam ple, w hen regis
tratio n o f equity securities of the bank becom es effec
tive p u rsu a n t to section 12 o f the Act o r w hen the
person whose ow nership is rep o rte d becom es a direc
tor o r officer o f the b a n k o r becom es the beneficial
o w ner o r m o re than 10 pe r cent of a class of reg
istered equity securities of the bank.
7. Securities to be reported. Persons specified in
Instruction 1 above shall include in fo rm a tio n as to
th eir beneficial ow nership o f all classes o f equity
securities o f the bank, even though one or m o re of
such classes m ay no t be registered p u rsu a n t to sec
tion 12 of the Act. I f any person required to file a
sta te m en t on this fo rm does n o t o w n any securities
required to be reported, a sta tem ent on this fo rm
shall be filed to re p o rt th a t fact.
8. Reporting of ownership in certain cases, (a)
W hen tw o o r m o re securities a re ow ned as a unit,
such as debentures and tran sferable w a rra n ts to p u r
chase c o m m o n stock, re p o rt each security separately
a n d describe the unit relationship in the space p ro
vided fo r e x p lanation on the form . If one or m o re o f
the securities com prising the unit is no t re q u ire d to be
reported, the other security o r securities shall be re
p o rted separately and the unit relationship described
as indicated above.
(b) In rep o rtin g the ow nership o f a convertible
security or a tran sfera b le w a rran t, the n u m b e r of
shares o r units subject to the conversion privilege
and the conversion o r exercise price p e r share or unit
shall be set forth in the explanation space o n page 2.
T ran sfera b le w a rran ts issued by the issuer o f the secu
rity subject to the w a rran ts shall be re p o rte d in
T ab le I (in which case the exercise price and date
o f expiration o f the w a rra n t shall be reported in the
explanation space on page 2).
(c) Securities ow ned indirectly shall be reported
o n separate lines fro m those ow ned directly and also
fro m those ow ned th rough a different type o f indi
rect ownership.
9. Title of equity security. T h e sta te m en t o f the
title of an equity security should clearly distinguish
it fro m any securities o f oth er classes issued by the
bank.
10. Nature of ownership of securities— Table I.
(a) In reporting the na tu re of beneficial ow nership of
securities in C olu m n 3 o f T a b le I, if the securities
are ow ned directly, so state. I f they are ow ned indi
rectly, state the na tu re o f such indirect ownership:
for exam ple, “By self as trustee fo r sons”, “By wife” ,
“By X T ru s t”, “ By Y C o rp o ra tio n ” , etc. If the securi
ties are owned directly and oth er securities are ow ned
indirectly, the required in fo rm a tio n shall be furnished
separately fo r each type o f ownership; see Instru c
tion 8(c) above. Securities held as join t tenants, ten
ants in com m on, tenants by the entirety o r as com
m unity p ro p e rty are to be re p o rte d as he ld directly.
(b)
Beneficially owned securities held in the n am e
of the reporting person o r in the n a m e o f a bank,
broker o r nom inee fo r the a ccount o f the reporting
REGULATION F
(INITIAL STATEMENT OF BENEFICIAL OWNERSHIP) FORM F-7
p erson shall be re ported as directly ow ned by him.
A p erson is regarded as the indirect beneficial ow ner
o f securities held in the n a m e o f a n o th e r person if by
reason o f any contract, u nderstanding, relationship,
including a fam ily relationship, o r arran g e m e n t, such
person obtains th ere fro m benefits substantially equiv
alent to those of ownership. F o r exam ple, a person
m ay be the indirect beneficial o w ner o f securities held
in the n am e o f a spouse, relative o r oth er person if
such person m ay ob tain th ere fro m benefits substan
tially equivalent to those o f ownership. A person
m ay also be the indirect beneficial o w ner of securities
held in the n a m e o f a p a rtnership, corporation,
trust o r o th er entity if such person or a spouse or
relative o f such person, individually o r collectively,
m ay exercise a controlling influence over the purchase,
sale o r voting of such securities.
11. Statement of amount owned. In stating the
a m o u n t o f equity securities beneficially owned, give
the face a m o u n t of convertible debt securities or the
n u m b e r of shares o f stock o r o th e r units o f oth er
securities. In the case o f equity securities ow ned indi
rectly, the e ntire a m o u n t o f equity securities owned
by the partnership, corporation, trust, o r o th e r entity
shall be stated. T h e person whose ow nership is re
ported m ay, if he so desires, also indicate in a fo o t
n ote o r oth er a p p ropriate m a n n e r the extent o f his
interest in the partnership, corporation, trust, o r other
entity.
12. Puts, calls, options and other rights— Table II.
T h e term s “pu ts” and “calls” in T ab le II include, in
addition to separate puts a n d calls, any c om bination
o f the two, such as spreads, straddles, strips and
straps. In reporting the n a tu re of the option in
C o lu m n 2 o f T able II, state w h e th er it represents a
right to buy, a right to sell, a n obligation to buy or
a n obligation to sell, the securities subject to the
option.
13. Price at which options may be exercised. I f a
w a rra n t is no t presently exercisable, state the price at
which it will first becom e exercisable. If a w arrant,
put, call o r option is exercisable at various increasing
prices, state the price at w hich it is presently e x er
cisable.
14. Inclusion of additional information. A statem ent
m ay include any additional inform ation o r e x plana
tion d e em ed relevant by the person filing the state
ment.
15. Signature. If the statem ent is filed fo r a c o r
poration, partnership, trust, etc., the n a m e of the
organization shall ap p ea r over the signature of the
officer o r oth er p erson authorized to sign the state
m ent. If the statem ent is filed fo r a n individual, it
shall be signed by him o r specifically on his behalf
by a p erson authorized to sign fo r him . If signed on
his beh alf by a n o th e r person, the auth o rity of such
p erson to sign the sta tem ent shall be confirm ed to
the B oard in w riting as soon as practicable by the
individual fo r w h o m th e statem ent is filed, unless
such a confirm ation w hich is still in effect is on file
w ith th e B oard.
(1) N am e o f B a n k --------------------------------- — —— —
(2) N am e and Business Address o f Reporting Person
(zip)
(3) Relationships o f Reporting Person to C om pany (Inst. 4)
(5) If an A m endm ent, Give D ate of Statement A mended
•a O
(4) D ate of Last Previous Statem ent(mo.)
(m o .)
(day)
(year)
(year)
(day)
(6) Statem ent for C alendar M onth of_
(m o.)
(year)
T A B L E I. S E C U R ITIE S B O U G H T , SOLD O R O T H E R W IS E A C Q U IR E D O R D ISPO SE D O F
Furnish the information required by the following table as to
securities of the company bought or sold or otherwise acquired
or disposed of by the reporting person during the month for
which this statement is filed (See Instruction 6) and as to securi
ties of the company beneficially owned, directly or indirectly, at
the end of the month. However, transactions involving the acqui
sition or disposition of puts, calls, options or other rights or
obligations to buy or sell securities of the company shall be
reported in Table II.
T itle o f se cu rities
3. D a t e o f
tra n sa c tio n
4. A m o u n t o f
se c u ritie s a c q u ire d
o r disp o sed o f
5. N a t u r e o f
o w n e rsh ip o f
s e c u ritie s a c q u ir e d
o r disposed of
6. C h a r a c t e r o f
tra n sa c tio n
reported
(Instruction 8)
(In stru c tio n 9 )
( I n s t r u c t io n 10)
( I n s t r u c t io n 11)
(In stru c tio n 12)
7. P u r c h a s e o r
sa le p ric e p e r
sh are o r o ther
unit
(In stru c tio n
13)
8. A m o u n t o w n e d
a t en d o f m o n th
(In stru c tio n
10)
9. N a t u r e o f
o w n e rsh ip o f
secu ritie s o w n e d
a t end o f m o n th
(In stru c tio n 11)
00
FORM F-8 (CHANGES IN BENEFICIAL OWNERSHIP)
REGULATION F
TA BLE II. PU TS, CALLS, O PT IO N S A N D O T H E R R IG H T S O R O B L IG A T IO N S
If during the month for which this statement is
filed the reporting person acquired or disposed of any
put, call, option or other right or obligation (all here
inafter referred to as “options” ) to buy or sell, or be
required to buy or sell, securities of the company,
furnish the information required by the following
T itle o f s e cu ritie s
s u b je c t t o o p tio n
3. D a t e o f
tra n sa c tio n
4. N a t u r e o f o p t i o n
(In stru c tio n 8)
(In stru c tio n 9 )
( I n s tru c tio n 14)
table. (See Instruction 5.) However, the acquisition
or disposition of transferable warrants issued by the
company which give the right to buy securities of the
company are to be reported in Table I. Options
exempted by Rule 16a-6 need not be reported.
5.
A m o u n t of
se c u ritie s s u b je c t
to o p tio n
(In stru c tio n
10)
6.
C h a ra c te r of
tra n s a c tio n , if a n y ,
rep o rted
( I n s tr u c tio n 12)
7. P u r c h a s e o r s a l e D a t e o f e x p i r a
p ric e o f secu ritie s tio n o f o p tio n
s u b je c t t o o p tio n
{ In stru c tio n
1.1)
Remarks: (See Instructions 11 and 12)
D ate of statement
Signature
REGULATION F
(CHANGES IN BENEFICIAL OWNERSHIP) FORM F-8
IN S T R U C T IO N S
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 Secu
rities Exchange Act of 1934 (the Act) or (ii) a
director or officer of the bank which is the issuer of
such securities, and who during such month had any
change in the nature or amount of his beneficial own
ership 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 Executive Committee, President, Vice President
(except as indicated in the next sentence), Cashier,
Treasurer, Secretary, Comptroller, and any other per
son who participates in major policy-making func
tions of the bank. In some banks (particularly banks
with officers bearing titles such as Executive Vice
President, Senior Vice President, or First Vice Presi
dent, 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, Wash
ington, 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 § 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 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 banks common stock”, etc.
6. Transactions and holdings to be reported. Persons
required to file statements on this form shall include
in their statements all changes during the calendar
month in their beneficial ownership, and their bene
ficial 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 of indi
rect ownership to another). Beneficial ownership at the
end of the month of classes of equity securities of
the bank shall be shown even though there has been
no reportable change during the month in the owner
ship of equity securities of a particular class.
7. Reporting of Transactions, (a) When a transac
tion relates to the acquisition or disposition of two or
more securities as a unit, such as debentures and
transferable warrants to purchase common stock of
the bank, report each security separately and describe
the unit relationship in the space provided for ex
planation on page 2 of the form. If one or more of
the securities comprising the unit is not required to
be reported, the other security or securities shall be
reported separately and the unit relationship described
as indicated above.
(b) In reporting the acquisition or disposition of a
convertible security or a transferable warrant, the
number of shares or units subject to the conversion
privilege or warrant and the conversion or exercise
price per share or unit shall be set forth in the ex
planation space on page 2. When a convertible secu
rity is converted or a warrant is exercised, the amount
of securities acquired as a result of such conversion
or exercise shall be reported and, in addition, the
disposition of the convertible security or warrant shall
be reported as a separate transaction.
(c) 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.
(d) The acquisition, disposition, exercise, or ex
piration or cancellation of a put, call, option or other
right or obligation to buy or sell securities (all herein
after referred to as “options”) is deemed to effect a
change in beneficial ownership of the security to
which the option relates and shall be reported in
Table II. If the option is exercised, the transaction
shall be reported in Table II and the acquisition or
disposition of the security subject to the option shall
be reported in Table I. Transferable warrants issued
by the issuer of the security subject to the warrants
shall be reported in Table I (in which case the exercise
price and date of expiration of the warrant shall be
reported in the explanation space on page 2).
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. Date of transaction. The exact date (month,
date, and year) of each transaction shall be stated
opposite the amount involved in the transaction. In
the case of market transactions, the trade date shall
be given and in the case of stock splits, stock dividenus, etc., the record date shall be given.
10. Statement of amounts of equity securities. In
FORM F-8 (CHANGES IN BENEFICIAL OWNERSHIP)
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
footnote or other appropriate manner, the extent of
his interests in the transaction or holdings of the
partnership, corporation, trust or other entity.
REGULATION F
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 foregoing information may be appropriately
set forth in the table or under “Remarks” below the
table.
13. Purchase or sale price of securities, (a) If any
transaction reported in Table I involved a purchase
or sale of securities for cash or obligation to pay cash,
including the exercise of an option, state in Column 7
the purchase price per share or other unit, exclusive
11. Nature of ownership of securities— Table I.
of brokerage commissions or other costs of execution.
(a) In reporting the nature of ownership of securities
If the transaction was only partly for cash and partly
for other consideration, state the amount of cash
on Columns 5 and 9 of Table I, if the securities are
per share or other unit and the nature of the addi
owned directly, so state. If they are owned indirectly,
state the nature of such indirect ownership; for ex
tional consideration. Column 7 need not be answered
ample, “By self as trustee for sons”, “By wife”, “By
for transactions not involving cash.
X Trust”, “By Y Corporation” etc. If the securities
(b)
When two or more securities are purchased or
sold as a unit (see Instruction 7(a) above), the pur
are owned directly and other securities are owned
indirectly, the required information shall be furnished
chase or sale, price of the unit shall be stated opposite
separately for each type of ownership, see Instruc
one of the securities and cross-referred to opposite the
tion 7(c) above. Securities held as joint tenants, ten
other security or securities.
ants in common, tenants by the entirety or as com
(c)
If an option reported in Table II is exercisable
at varying increasing prices, state in Column 7 of that
munity property are to be reported as held directly.
(b)
Beneficially owned securities held in the name table the price at which it is presently exercisable.
14. Puts, calls, options and other Rights— Table II.
of the reporting person or in the name of a bank,
broker or nominee for the account of the reporting
The terms “put” and “call” on Table II include, in
addition to separate puts and calls, any combination
person shall be reported as directly owned by him. A
person is regarded as the indirect beneficial owner
of the two, such as spreads, straddles, strips and
straps. In reporting the nature of the option in
of securities held in the name of another person if
Column 4 of Table II, state whether it represents a
by reason of any contract, understanding, relation
ship, including a family relationship, or arrangement,
right to buy, a right to sell, an obligation to buy
or an obligation to sell, the securities subject to the
such person obtains therefrom benefits substantially
equivalent to those of ownership. For example, a per
option.
15. Inclusion of additional information. A state
son may be the indirect beneficial owner of securities
ment may include any additional information or ex
held in the name of a spouse, a relative or other per
planation deemed relevant by the person filing the
son if such person may obtain therefrom benefits
statement.
substantially equivalent to those of ownership.
16. Signature. If the statement is filed for a cor
A person may also be the indirect beneficial owner
poration, partnership, trust, etc., the name of the
of securities held in the name of a partnership, cor
poration, trust or other entity if such person or a
organization shall appear over the signature of the
officer or other person authorized to sign the state
spouse or relative of such person, individually or
ment. If the statement is filed for an individual, it
collectively, may exercise a controlling influence over
the purchase, sale or voting of such securities.
shall be signed by him or specifically on his behalf by
12. Character of transaction. If the transaction in
a person authorized to sign for him. If signed on his
equity securities was with the bank, so state. If it
behalf by another person, the authority of such per
involved the purchase of equity securities through the
son to sign the statement shall be confirmed to the
exercise of warrants or options, so state, give the
Commission in writing as soon as practicable by the
individual for whom the statement is filed, unless
termination date of the option or warrant, and give
the exercise price per share. If any other purchase or
such a confirmation which is still in effect is on file
sale was effected otherwise than in the open market,
with the Commission.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-9: FINANCIAL STATEMENTS
A. BALANCE SHEET (Form F-9A)
B. STATEM ENT O F INCOM E (Form F-9B)
C. STATEM ENT O F CHANGES IN C A PITA L ACCOUNTS (Form F-9C)
D. SCHEDULES (Form F-9D)
G E N E R A L IN S T R U C T IO N S
the detailed instructions that relate to applicable
items shall be followed.
1.
Preparation o f form s. The forms for financial
statements are not to be used as blank forms to
be filled in but only as guides in the preparation
of financial statements. T he requirem ents with
respect to the filing of balance sheets and state
ments 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 § 206.7
of this Part, including paragraphs (e), (f), and (g)
thereof, which prescribe when statements of
changes in capital accounts and schedules will be
filed. Although inapplicable items specified in the
forms for financial statements should be omitted,
2.
Accrual accounting. Financial statements
shall generally be prepared on the basis of accrual
accounting whereby all revenues and all expenses
shall be recognized during the period earned or
incurred regardless of the time received or paid,
with certain exceptions: (a) where the results
would be only insignificantly different on a cash
basis, or (b) where accrual is not feasible. State
ments with respect to the first fiscal year that a
bank reports on the accrual basis shall indicate
clearly, by footnote or otherwise, the beginningof-year adjustments that were necessary and their
effect on prior financial statements filed under this
Part.
1
REGULATION F
FORM F-9A (BALANCE SHEET)
A.
Balance
Assets
1. Cash and due from banks ............................
2. Investment securities:
(a) U.S. Treasury securities .......................
(b) Securities of other U.S. Government
agencies and corporations ...............
(c) Obligations of States and political sub
divisions ...................................................
(d) Other securities ........................................
3. Trading account securities ............................
4. Federal funds sold and securities purchased
under agreements to resell ........................
5. Other loans .......................................................
Sheet
Liabilities
12. Deposits:
(a) Demand deposits in domestic offices ..
(b) Savings deposits in domestic offices . . .
(c) Time deposits in domestic offices.........
(d) Deposits in foreign offices .....................
13. Federal funds purchased and securities sold
under agreements to rep u rch ase...............
14. Other liabilities for borrowed m o n e y ...........
15. Bank’s acceptances outstanding ...................
16. Mortgages payable .........................................
17. Other liabilities ...............................................
18. Total liabilities .................................................
19. Minority interests in consolidated sub
sidiaries .........................................................
Reserves
20. Allowance for possible loan losses ...........
Capital Accounts
6. Bank premises and equipment ...................
7. Other real estate owned ................................
8. Investments in subsidiaries not consolidated
9. Customers’ acceptance liability ...................
10. Other assets .....................................................
11. Total a s s e ts .......................................................
ASSETS
21. Capital notes and debentures .......................
22. Equity capital:
(a) Capita] stock:
Preferred s t o c k ......................................
Common stock ......................................
(b) Surplus .......................................................
(c) Undivided Profits ......................................
(d) Reserve for contingencies and other cap
ital reserves .............................................
23. Total capital ac co u n ts....................................
24. Total liabilities, reserves, and c a p ita l...........
s e n t a t i o n (in c lu d in g c h e c k s w ith a F e d e r a l R e s e r v e
B a n k in p ro c e s s o f c o lle c tio n a n d c h e c k s o n h a n d
1.
Cash and due from banks, (a) State the total
t h a t w ill b e p r e s e n te d f o r p a y m e n t o r f o r w a r d e d
of (1 ) currency and coin (A ) owned and held in
f o r c o ll e c t i o n o n th e fo llo w in g b u sin e ss d a y ); (2)
the bank’s vaults and (B) in transit to or from a
Federal Reserve Bank; (2) the ban k ’s total reserve
balance with the Federal Reserve Bank as shown
by the bank’s books; (3) dem and and time bal
ances with other banks; and (4) cash items in
process of collection.
(b) Reciprocal demand balances with banks in
the United States, except those of private banks
and A merican branches of foreign banks, 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 include:
(1) checks in process of collection drawn on an
other bank, private bank, or any other banking
institution that are payable immediately upon pre-
G o v e r n m e n t c h e c k s a n d w a r r a n t s d r a w n o n th e
T r e a s u r e r o f th e U n i t e d S ta te s t h a t a r e in p r o c e s s
o f c o lle c tio n ; a n d (3) s u c h o t h e r ite m s in p ro c e s s
o f c o lle c tio n , in c lu d in g r e d e e m e d U n i t e d S ta te s
sa v in g s b o n d s , p a y a b l e i m m e d ia t e l y u p o n p r e s e n
t a t i o n in t h e U n i t e d S ta te s, as a re c u s t o m a r i ly
c le a re d o r c o lle c te d b y b a n k s a s c a s h ite m s.
(e) C h e c k s d r a w n o n a b a n k o t h e r t h a n th e
r e p o r ti n g b a n k t h a t h a v e b e e n d e p o s ite d in th e
r e p o r ti n g b a n k (o r offices o r b r a n c h e s o f s u c h
b a n k ) a n d h a v e b e e n f o r w a r d e d f o r c o lle c tio n to
o t h e r offices o r b r a n c h e s o f th e r e p o r ti n g b a n k
a r e c a s h ite m s in th e p r o c e s s o f c o lle c tio n .
(f) D o n o t in c lu d e c o m m o d i t y o r b ill-o f-la d in g
d r a f ts p a y a b l e u p o n a r r iv a l o f g o o d s a g a in st
w h ic h d r a w n , w h e t h e r o r n o t d e p o s it c re d it t h e r e
f o r h a s b e e n g iv e n t o a c u s t o m e r . I f d e p o s it c re d it
REGULATION F
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
n ot be included in the reporting bank’s statement
until such time as the funds have been actually
collected.
(g)
Unposted debits should preferably be de
ducted from the appropriate deposit liability cap
tion. If such items are included hereunder, the
am ount shall be stated parenthetically.
2. Investm ent securities, (a) State separately
book value of (1) U.S. Treasury securities; (2)
Securities of other U.S. G overnm ent agencies and
corporations; (3) Obligations of States and political
subdivisions; and (4) O ther securities owned by the
bank; include securities pledged, loaned or sold
under repurchase agreements and similar arrange
ments.
(b) The aggregate am ount on the basis of fair
market value at the balance sheet date shall be
shown either parenthetically on the balance sheet
or by a reference note for each category of in
vestment securities reported under caption 2 of
each balance sheet required to be filed.
(c) Book value with respect to investment
quality securities reported in paragraph (a) shall
be cost adjusted for amortization of prem ium and,
at the option of the bank, for accretion of dis
count. T here shall be set forth in a note to finan
cial statements (1) the basis of accounting for book
value, and (2) if bond discount is systematically
accrued and amounts to 5 per cent or more of
interest and dividends on investments, the total of
accretion income and deferred income taxes ap
plied thereto.
(d) Include in category (3) of paragraph (a)
obligations, including w arrants and tax anticipa
tion notes, of the States of the United States and
their political subdivisions, agencies, and instru
mentalities; also obligations of territorial and in
sular possessions of the United States. Do not
include obligations of foreign states.
(e) D o not include borrowed securities or secu
rities purchased under resale agreements or simi
lar arrangements.
3. Trading account securities. State the aggre
gate value at the balance sheet date, of securities
of all types carried by the bank in a dealer trad
ing account (or accounts) that are held principally
(BALANCE SHEET) FORM F-9A
for resale to customers. Indicate parenthetically,
or otherwise in a note to financial statements,
w hether the inventory is valued at (1) cost, (2)
lower of cost or market, or (3) market. If cost
basis of valuation is used, furnish aggregate m ar
ket value of the trading account inventory at the
current fiscal year balance sheet date.
4. F ederal funds sold and securities purchased
under agreem ents to resell, (a) State the aggregate
value of Federal funds sold and securities p u r
chased under resale agreement or similar arrange
ments. All securities purchased under transactions
of this type should be included regardless of
(1) w hether they are called simultaneous purchases
and sales, buy-backs, turnarounds, overnight trans
actions, delayed deliveries, etc., and (2) whether
the transactions are with the same o r different
institutions if the purpose of the transactions is to
resell identical or similar securities.
(b)
Federal funds sold and purchases of securi
ties under resale agreements should be reported
gross and not netted against purchases of Federal
funds and sales of securities under repurchased
agreements.
5. Other loans, (a) State the aggregate gross
value of all loans including (1) acceptances of
other banks and commercial paper purchased in
the open market; (2) acceptances executed by or
for the account of the reporting bank and subse
quently acquired by it through purchase or dis
count; (3) customers’ liability to the reporting
bank on drafts paid under letters of credit for
which the bank has not been reimbursed; and
(4) “cotton overdrafts” or “advances,” and com
modity o r bill-of-lading drafts payable upon
arrival of goods against which drawn, fo r which
the reporting bank has given deposit credit to
customers.
(b) Include (1) paper rediscounted with the
Federal Reserve or other banks; and (2) paper
pledged as collateral to secure bills payable, as
marginal collateral to secure bills rediscounted,
or for any other purpose.
(c) D o not incude 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) D o not deduct bona fide deposits accum u
lated by borrowers for the paym ent of loans.
FORM F-9A (BALANCE SHEET)
6. Bank prem ises and equipm ent, (a) State the
aggregate cost of (1) bank premises owned, (2)
leasehold improvements, and (3) equipm ent less
any accumulated depreciation o r amortization
with respect to such assets.
(b) All fixed assets acquired subsequent to
D ecem ber 31, 1959, shall be stated at cost less
accumulated depreciation or amortization.
(c) All fixed assets acquired prior to January 1,
1960, th at are not presently accounted for by the
bank on the basis of cost less accumulated depre
ciation or amortization, may be stated at book
value. A ny such assets that are still in use and
would not have been fully depreciated on an
acceptable method of accounting for depreciation
if the bank had recorded depreciation on such
basis shall be described briefly in a footnote,
together with an explanation of the accounting
that was used with respect to such assets.
(d) T he term “leasehold improvements” com
prehends 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 achinery and
equipment directly related to such leased quarters,
o r resurfacing o r other improvements directly
related to such parking lots that will become an
integral p art of the property and will revert to
the lessor on expiration of the lease.
(e) B ank 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) Equipment includes all movable furniture
and fixtures of the bank.
7. Other real estate ow ned, (a) State the aggre
gate cost of all real estate owned by the bank that
is not a part of bank premises.
(b) With respect to real estate acquired through
default of a loan, aggregate cost shall include the
unpaid balance on the defaulted loan plus the
b ank’s out-of-pocket costs in acquiring clear title
to the property. A ny adjustments from aggregate
cost shall be explained in a footnote.
(c) T he aggregate m arket value of all real estate
owned by the bank that is not a p art of bank
premises shall be set forth in a footnote, together
REGULATION F
with an explanation of the m ethod of determining
such m arket value.
8. Investm ents in subsidiaries not consolidated.
State the aggregate investment, including advances,
in subsidiaries not consolidated.
9. Custom ers’ acceptance liability, (a) State the
liability to the reporting bank of its customers on
drafts and bills of exchange that have been ac
cepted 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 re
ported as “loans” .)
(b) In case a customer anticipates his liability
to the bank on outstanding acceptances by paying
the bank either the full am ount of his liability or
any part thereof in advance of the actual maturity
o f the acceptance, the bank should decrease the
am ount of the custom er’s liability on outstanding
acceptances. If such funds are not received for
im mediate application to the reduction of the
indebtedness to the bank o r the receipt thereof
does not immediately reduce or extinguish the
indebtedness, then such funds held to meet accept
ances must be reported in “dem and deposits”.
(c) D o not include custom er’s liability on un
used commercial and travelers’ letters of credit
issued under guaranty or against the deposit of
security— that is, not issued for m oney or its
equivalent.
10. 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.
11. T otal assets. State the sum of all asset
items.
L IA B ILITIES
12. D eposits, (a) State separately (1) demand
deposits in domestic offices of the bank, (2) savings
deposits in domestic offices of the bank, (3) time
deposits in domestic offices of the bank, and (4)
deposits in foreign offices. Related unposted
debits, if any, should preferably be deducted
from domestic deposits.
(b)
The domestic deposit liability categories
shall be segregated in accordance with the Rules
and Regulations of the Federal Deposit Insurance
REGULATION F
Corporation, P art 327.2— Classification of D epos
its.
(c) The term “unposted debit” means a cash
item in the bank’s possession draw n on itself that
has been paid or credited and is chargeable
against, but has not been charged against, deposit
liabilities at the close of the reporting period. This
term does not include items that have been
reflected in deposit accounts on the general ledger,
although they have not been debited to individual
deposit accounts.
(d) Reciprocal dem and deposit balances with
banks in the U nited States, except those of private
banks and A merican branches of foreign banks,
shall be reported net.
(e) Include outstanding drafts (including ad
vices o r authorizations to charge the b an k ’s
balance in another bank) draw n in the regular
course of business by the reporting bank on other
banks pursuant to customer order.
(f) D o not include trust funds held in the b an k ’s
own trust departm ent that the bank keeps segre
gated and apart from its general assets and does
not use in the conduct of its business.
13. Federal funds purchased and securities sold
under agreem ents to repurchase, (a) State the
aggregate value of Federal funds purchased and
securities sold under repurchase or similar
arrangements. All securities sold under transac
tions of this type should be included regardless of
(1) whether they are called simultaneous p u r
chases and sales, buy-backs, turnarounds, over
night transactions, delayed deliveries, etc., and
(2) w hether the transactions are with the same or
different institutions if the purpose of the transac
tions is to repurchase identical or similar securi
ties.
(b) Federal funds purchased and sales of secur
ities under repurchase agreements should be
reported gross and not netted against sales of
Federal funds and purchases of securities under
resale agreements.
14. Other liabilities for borrowed m oney. State
the aggregate am ount borrowed by the reporting
bank on its own promissory notes, on notes and
bills rediscounted (including commodity drafts
rediscounted), or on any other instruments given
for the purpose of borrowing money.
(BALANCE SHEET) FORM F-9A
15. Bank’s acceptances outstanding, (a) State
the aggregate of unm atured 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 “dem and deposits”),
less the am ount of such acceptances acquired by
the reporting bank through discount 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.
16. M ortgages payable, (a) State separately
here, o r in a note referred to herein, such infor
mation as will indicate (1) the general character
of the debt including the rate of interest; (2) the
date of maturity; (3) if the payment of principal
or interest is contingent, an appropriate indication
of such contingency; and (4) a brief indication of
priority.
(b)
If there are any liens on bank premises or
other real estate owned by the bank o r its consoli
dated subsidiaries which have not been assumed
by the bank or its consolidated subsidiaries, report
in a footnote the am ount thereof together with an
appropriate explanation.
17. Other liabilities. State separately, if m ate
rial, (a) accrued payrolls; (b) accrued income tax
liability (Federal and State combined); (c) accrued
interest; (d) cash dividends declared but not paid;
(e) income collected but not earned; and (f) any
other liability not included in Items 12 through
16.
18. Total liabilities. State the sum o f Items 12
through 17.
19. M inority interests in consolidated subsid
iaries. State the aggregate am ount of minority
stockholders’ interests in capital stock, surplus,
and undivided profits o f consolidated subsidiaries.
R E SE R V E S
20. A llow ance for possible loan losses, (a) State
the balance of the loan losses allowance account
at the end of the fiscal year. Include in this allow
ance only (1) any provision that the bank m akes
FORM F-9A (BALANCE SHEET)
for possible loan losses pursuant to the Treasury
tax formula and (2) any am ount in excess of the
provision taken under such form ula that (A) rep
resents m anagem ent’s judgm ent as to possible loss
or value depreciation and (B) has been established
through a charge against income.
(b)
A ny provision for possible loan losses that
the bank establishes as a precautionary measure
that is in excess of the am ount reported in para
graph (a) shall not be included in this allowance
but shall be reported as a contingency reserve—that is, as a segregation of undivided profits.
N O T E .— Any allowance that (1) represents
managem ent’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 separately stated.
A ny provision for possible security losses that the
bank establishes as a precautionary measure only
(such as to reflect normal fluctuations in market
value of readily m arketable securities) shall not
be included in this allowance but shall be reported
as a contingency reserve— that is, as a segregation
o f undivided profits.
C A P IT A L A C C O U N T S
21.
Capital notes and debentures. State sepa
rately here, or in a note referred to herein, each
issue or type of obligation and such information
as will indicate (a) the general character 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 am ount of
maturities, and sinking fund requirements, each
year for the 5 years following the date of the
balance sheet; (d) if the paym ent of principal or
interest is contingent, an appropriate indication of
REGULATION F
the nature of the contingency; (e) a brief indication
of priority; and (f) if convertible, the basis.
22. Equity capital, (a) Capital stock. State for
each class of shares the title of issue, the number
of shares authorized, the num ber of shares out
standing and the capital share liability thereof,
and, if convertible, the basis of conversion. Show
also the dollar am ount, if any, of capital shares
subscribed but unissued, and of subscriptions
receivable thereon.
(b) Surplus. State the net am ount formally
transferred to the surplus account on or before
the reporting date.
(c) Undivided profits. State the am ount of u n
divided 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 o r indeterminable liabili
ties not otherwise reflected on the bank’s books
and not covered by insurance.
(3) As these reserves represent a segregation of
undivided profits, do not include any element of
known losses, or losses the am ount of which can
be estimated with reasonable accuracy.
(4) Reserves for possible security losses, re
serves for possible loan losses, and other contin
gency reserves that are established as precaution
ary measures only shall be included in these
reserves, as they represent segregations of “undi
vided profits” .
23. T otal capital accounts. State the total of
Items 21 and 22.
24. Total liabilities, reserves and capital. State
the total of Items 18, 19, 20 and 23.
REGULATION F
(STATEMENT OF INCOME) FORM F-9B
B.
Statem en t
o f
In c o m e
1. O perating Incom e:
(a) Interest and fees o n loans .............................................................................................................................
(b) In com e on F ederal funds sold and securities p u rchased u n d e r a greem ents to r e s e l l ............
(c) Interest and dividends on investments:
(1) U.S. T rea su ry securities ...................................................................... .............................................
(2) Securities o f oth er U.S. G o v e rn m e n t agencies and c o r p o r a t i o n s ......................................
(3) Obligations of States a n d political s u b d i v i s i o n s ......................................................................
(4) O th er securities .....................................................................................................................................
(d) T ru st d ep artm en t incom e .............................................................................................................................
(e) Service charges on deposit a c c o u n t s ........................................................................................................
(f) O th er service charges, collection and exchange charges, comm issions, and f e e s ...................
(g) O th e r operating incom e ................................................................................................................................
(h) T ota l o p e rating incom e ................................................................................................................................
2. O perating Expenses:
(a) Salaries a n d wages ..........................................................................................................................................
(b) Pensions and oth er em ployee benefits .....................................................................................................
(c) Interest o n d e p o s i t s ..........................................................................................................................................
(d) E xpenses of F ederal funds purchased and securities sold u n d e r agreem ents to repurchase
(e) Interest on o th e r borrow ed m oney ............................................................................................................
(f) Interest on capital notes and debentures ..............................................................................................
(g) O ccupancy expense o f bank prem ises, net:
G ross occupancy expense ___________________
Less: R ental i n c o m e ................................................... .................................................................................
(h)
(i)
(j)
(k)
Furniture and equipment expense (including depreciation of $
Provision for loan losses ........................................................................
Other operating expenses........................................................................
Total operating expenses ........................................................................
) ........................................
Applicable Income T a x e s ..............................................................................
5. Income before securities gains (losses) ....................................
6. Net Security gains (losses), less related tax effect, $________
7. Net I n c o m e .......................................................................................
or
7. Income before extraordinary ite m s ....................................
8. Extraordinary items, less related tax effect, $________
9. Net Income ..........................................................................
10.
Earnings per common share:1
Income before securities gains (losses) ......................................................................................................
Net Income .......................................................................................................................................................
1
P e r sh a re a m o u n t o f se cu ritie s g a in s (lo sse s) m a y b e s ta te d se p ara tely . If e x tr a o r d in a r y ite m s are r e p o r te d p e r s h a re
a m o u n t o f in c o m e b e fo re e x tr a o r d in a r y ite m s a n d p e r s h a re a m o u n t o f e x tr a o r d in a r y ite m s sh a ll be s ta te d se p ara tely .
1.
Operating incom e. State separately:
(a) Interest and fees on loans.
(1) Include interest, fees and other charges on
all assets that are reported on the balance sheet
as other loans.
(2) Include interest on acceptances, commercial
paper purchased in the open market, drafts for
which the bank has given deposit credit to cus
tomers, etc. Also include interest on loan paper
that has been rediscounted with Federal Reserve
or other banks 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 from
the sale of acceptances and commercial paper at
discount rates other than those at which such
paper was purchased.
(5) C urrent amortization of premiums on m ort
gages or other loans shall be deducted from inter
est on loans and current accumulation of discount
on such items shall be added to interest on loans.
(b)
Incom e on Federal funds sold and securities
purchased under agreements to resell. Include the
«
FORM F-9B (STATEMENT OF INCOME)
REGULATION F
change charges, com m issions, and fees. State the
total gross revenue from Federal funds sold and
securities purchased under agreements to resell.
aggregate of other service charges, collection and
exchange charges, commissions, and fees. Exclude
charges on loans and deposits and those related
to the Trust D epartment. D o not include reim
bursements for out-of-pocket expenditures made
by the bank for the account of customers. If
expense accounts were charged with the am ount
of such expenditures, the reimbursements should
be credited to the same expense accounts.
(c) Interest and dividends on investm ents.
(1) State separately interest and dividends from
(A) U.S. Treasury securities, (B) securities and
other U.S. G overnm ent agencies and corporations,
(C) obligations of States and political subdivisions,
and (D) other securities owned by the bank,
including securities pledged, loaned, or sold under
repurchase agreements and similar arrangements.
(2) Include accretion of discount on securities,
if any; deduct amortization of premiums on secur
ities. If the reporting bank accrues bond discount
and such income am ounts to 5 per cent or more
of the total of interest and dividends on invest
ments, state in a note to financial statements, the
am ount of accretion income and deferred income
taxes applicable thereto.
(3) W hen securities are purchased, any pay
ment for accrued interest shall not be charged to
expenses, nor when collected be credited to earn
ings. Such interest shall be charged to a separate
account that will be credited upon collection of
the next interest payment. The balance in the
account shall be shown as “Other assets” in the
balance sheet.
(g) Other operating incom e.
(1) Include all operating income not reported
in Items 1(a) through 1(f).
(2) Include (A) net trading account income
consisting of profits and losses, interest, and other
income and expense related to securities carried
in a dealer trading account o r accounts that are
held principally for resale to customers, but ex
clude salaries, commissions, and other indirect
expenses; (B) income from lease financing; (C)
gross rentals from “other real estate” and safe
deposit boxes; (D) net remittable profits (or losses)
of foreign branches and consolidated subsidiaries
less any minority interests (unless the reporting
bank preferably combines or consolidates each
item of income and expense); (E) interest on time
balances with other banks; and (F) all other re
curring credits (such as miscellaneous recoveries)
and immaterial nonrecurring credit items.
(3) D o not include rentals from bank premises.
Such rental income shall be reported in the inset
to Item 2(g). In the event there is a net occupancy
income, the income shall be shown in parenthesis
in Item 2(g).
(4) Itemize (A) net trading account income,
(B) net remittable profits (or losses) of foreign
branches and consolidated subsidiaries (if included
in this sub-item), and (C) all other am ounts that
represent 25 per cent or more of the total of this
sub-item, unless “other operating income” is less
than 5 per cent of “total operating income.”
(d) Trust departm ent incom e.
(1) Include income from commissions and fees
for services perform ed by the bank in any author
ized fiduciary capacity.
(2) This item may be reported on the cash
basis in those instances where the presentation of
the item on the financial statements would not be
materially affected thereby. The cash basis may
also be used with respect to an individual trust
or estate if accrual of income therefrom is not
feasible. If any portion o f trust departm ent in
come is not reported on the accrual basis, there
shall be a footnote explaining the m ethod of re
porting and the reason for departing from report
ing on the accrual basis.
(e) Service charges on deposit accounts. Include
amounts charged depositors that fail to maintain
specified minim um deposit balances; charges
based on the num ber o f checks drawn on and
deposits m ade in deposit accounts; charges for
account m aintenance and for checks drawn on
“no minim um balance” deposit accounts; return
check charges; etc.
(f) Other service charges, collection and ex
(h) Total operating incom e. State the sum of
Items 1(a) through 1(g).
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
departm ent employees.
8
REGULATION F
(2) Include am ounts withheld from salaries for
Social Security taxes and contributions to the
b ank ’s pension fund. D o not include Social Secur
ity taxes paid by the bank for its own account and
the b an k’s contribution to pension funds. Such
am ounts shall be included in Item 2(b).
(3) Include bonus and profit sharing paid
directly or through a trustee. Such compensation
that is deferred and not distributed to employees
shall be reported in Item 2(b).
(4) D o not include compensation of officers
and employees who spent the m ajor portion of
their working time on bank building and related
functions. Such compensation shall be included
in Item 2(g).
(5) D o not include am ounts paid to legal,
management, and investment counsel for profes
sional services if such counsel are not salaried
officers or employees of the bank. Such amounts
shall be included in Item 2(j).
(b) Pensions and other em ployee benefits.
(1) Include all supplementary benefits, other
than direct compensation included in Item 2(a)
accrued during the report period on behalf of all
officers and employees except building departm ent
personnel (see Item 2(g)).
(2) Include the b an k ’s own contribution to its
pension fund; unem ployment and Social Security
taxes for the bank’s own account; life insurance
premiums (net of dividends received) and hos
pitalization insurance payable by the bank; and
other employee benefits.
(3) Do not include expenses related to testing,
training, or education of officers and employees;
the cost of bank newspapers and magazines; p re
miums on insurance policies where the bank is
beneficiary; and athletic activities where the p rin
cipal purpose is for publicity or public relations
and employee benefits are only incidental. Such
am ounts shall be included in Item 2(j).
(c) Interest on deposits. Include interest on all
deposits.
(d) E xpense o f Federal funds purchased and
securities sold under agreem ents to repurchase.
Include the total gross expenses of Federal funds
purchased and securities sold under agreements to
repurchase.
(e) Interest on other borrowed m oney.
(1)
Include all interest on bills payable, redis
counts, unsecured notes payable, and other instru
(STATEMENT OF INCOME) FORM F-9B
ments issued for the purpose of borrowing money
other th an Federal funds purchased and securities
sold under agreements to repurchase.
(2)
D o not include interest on mortgages on
bank premises. Such interest shall be included in
Item 2(g).
(f) Interest on capital notes and debentures.
(1) Include all interest on capital notes and
debentures.
(2) Amortization of premium or discount shall
be deducted from or included in the am ount
reported.
(3) D o not include premium or discount paid
or realized on retirement of such securities. Such
amounts shall be reported in Item 1(g) or 2(j).
(g) O ccupancy expense o f bank premises, net.
(1) Include in “gross occupancy expense” inset
the aggregate am ount o f (A) salaries, wages, and
supplementary compensation of bank personnel
who devote the m ajor portion of their time to the
operation of bank premises o r its consolidated
premises subsidiaries; (B) depreciation of bank
premises and amortization of leasehold improve
ments; (C) rent expense of bank premises; (D)
real estate taxes; (E) interest on mortgages on
bank premises owned; and (F) other bank prem
ises operating and maintenance expenses.
(2) Include in “rental income” inset the aggre
gate am ount of rentals from bank premises leased
by the bank or its consolidated premises subsidi
aries.
(3) R eport the net occupancy expense (or net
income) of bank premises. If net income is re
ported, the am ount shall be shown in parenthesis.
(h) Furniture and equipm ent expense.
(1) Include normal and recurring depreciation
charges; rental costs of office machines and tab u
lating and data processing equipment; and ordi
nary repairs to furniture and office machines,
including servicing costs. The am ount applicable
to depreciation charges shall be shown in paren
thesis.
(2) Include taxes on equipment.
(i) Provision for loan losses.
(1)
Banks which provide for loan losses on a
reserve basis shall include an estimated am ount
for credit losses. Such am ount shall be determined
by management in light of past loan loss experi
ence and evaluation of potential loss in the current
loan portfolio. The estimated loan loss factor
FORM F-9B (STATEMENT OF INCOME)
allocable to operating expense shall not be less
than the am ount com puted under one o f the
elective methods set forth in sub-item (2).
(2) T he bank may elect in 1969, and thereafter
consistently use for financial reporting purposes,
one of the following methods for allocating loan
losses to operating expense:
(A) Average ratio of loss over the past five
years applied to average loans outstanding during
the current year. Ratio of loss shall be the single
decimal quotient of total net charge-offs (losses
less recoveries) and total average loans for the five
most recent years, including the current year.
(B) Average ratio o f loss on a forward moving
average beginning with the year 1969 applied to
average loans outstanding during the current year.
Ratio of loss shall be the single decimal quotient
of total net charge-offs and total average loans for
the num ber o f years beginning with 1969 and
ending with the year of report. In 1973, banks
which elect the forward moving average method
will compute the m inimum allocable credit loss
expense on the same basis as banks which elect
m ethod (1).
Note.— F o r purposes o f Item s 2(A) and (B), a n
n u a l “ average loans o utstanding” (1) shall include
F e d e ra l funds sold and securities p u rchased un der
agreem ents to resell, and (2) m ay be com puted on any
reasonable schedule o f frequency. In the absence of
oth er procedures, “O th e r lo an s”, a n d “F e d e ra l funds
sold and securities p u rc h ased un d e r agreem ents to
resell” , as re ported in the Statem ents o f Condition
called by the supervisory authorities, shall be aver
aged.
(C) A ctual net charge-offs as experienced in the
current year.
(3) An estimated am ount for loan losses alloca
ble to operating expense in excess of the minimum
am ount com puted as instructed in sub-item (2)
should be provided when judged appropriate in
the opinion of management.
(4) Furnish in a note to financial statements an
explanation of the basis for allocating loan losses
to operating expense including (A) the method
followed, and (B) am ount added at the discretion
of management, if any.
(5) The am ount may be expressed in even
dollars or thousands of dollars.
N o te .— T h e a m o u n t rep o rte d fo r lo an losses in o p e r
ating expense shall be adjusted, if necessary, to the
a m o u n t tran sferre d to the allow ance fo r lo a n losses
re corded o n the books of the b a n k by a n en try to the
undivided profits a ccount in the statem ent of changes
REGULATION F
in capital accounts. F o r exam ple, if the estim ated
loan loss expense reported in the statem ent of incom e
is less th an the a m o u n t tran sferre d to the allowance
fo r loan losses, the a m o u n t o f difference, less related
tax effect, should be charged against the undivided
profits account. If the estim ated loan loss expense
re ported in the sta tem ent o f incom e (1) is m o re th an
the a m o u n t tra n s fe rre d to the allow ance fo r loan
losses, a n d (2) represents the m in im u m a m o u n t the
b a n k is required to allocate u n d e r its elected m ethod,
the a m o u n t of difference, less related tax effect, should
be credited to the undivided profits account.
(6)
Banks which do not provide for loan losses
on a reserve basis shall include the am ount of
actual net charge-offs (losses less recoveries) for
the current year.
(j) Other operating expenses.
(1) Include all operating expenses not reported
in Items 2(a) through 2(i).
(2) Include advertising, business promotion,
contributions, cost of examinations by supervisory
authorities, deposit insurance assessment, fees
paid to directors and members of committees,
memberships, net cash shortages or overages, op
erating expenses (except salaries) of “O ther real
estate owned”, postage, prem ium on fidelity insur
ance, publicity, retainer fees, stationery and office
supplies, subscriptions, taxes not reported against
other items, telegrams and cables, telephone,
tem porary agency help, travel, unreimbursed
losses on counterfeits, forgeries, payments over
stops, and all other recurring expenses and im
material nonrecurring charges.
(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 am ounts that represent 25 per
cent or more of this item.
(k) Total operating expenses. State the sum of
Items 2(a) through 2(j).
3. Incom e before incom e taxes and security
gains (losses). State the difference of Item 1(h)
minus Item 2(k).
4. A pplicable in com e taxes, (a) State the aggre
gate of Federal and State taxes applicable to the
am ount reported in Item (3).
(b)
D o not include taxes applicable to net se
curity gains (losses) and extraordinary items. Such
taxes (or tax reductions) shall be reported in Items
6 and 8.
REGULATION F
(STATEMENT OF INCOME) FORM F-9B
limited to, material gain or loss from sale of bank
premises, expropriation of properties, and major
devaluation of foreign currency. Related income
taxes (or tax reductions) shall be shown paren
thetically. (Less than material results of non
recurring transactions are to be included in Items
1(g) or 2(j), as appropriate.)
5. In com e before securities gains (losses). State
the difference of Item 3 minus Item 4.
6. N e t security gains (losses). State the net
result of security gains and losses realized. Related
income taxes (or tax reductions) shall be shown
parenthetically.
7. N et incom e. State the sum or difference of
Items 5 and 6.
Note.—If extraordinary items are reported (See Item
8) the caption to this Item shall read, “Income before
extraordinary items.”
8. Extraordinary item s. State the material re
sults of non-recurring transactions th at have
occurred during the current reporting period. Only
the results of m ajor events outside of the ordinary
operating activity of the bank are to be reported
herein. Such events would include, but not be
9. N et incom e. State the sum or difference of
Items 7 and 8.
10. Earnings per com m on share. State the per
share am ounts applicable to com m on stock (in
cluding com m on stock equivalents) and per share
am ounts on a fully diluted basis, if applicable.
T he basis of computation, including the number
of shares used, shall be furnished in a note to
financial statements.
C . S t a t e m e n t o f C h a n g e s in C a pit a l A c c o u n t s
Capital
P re
notes
ferred
and
stock
d e b en $
par
tures
Increase (decrease)
Com
m on
stock
$____
par
Surplus
U n d i
vided
profits
Reserve
fo r contin
gencies
and other
capital
reserves
1. N e t incom e tran sferre d to undivided p r o f i t s ..........
2. C apital notes a n d debentures, p re ferre d stock and
co m m o n stock sold (par or face value) ............
3. Stock issued incident to m ergers a n d a c q u is itio n s ..
4. P re m iu m on capital stock s o l d ....................................
5. A dditions to, o r reductions in, surplus, undivided
profits, and reserves incident to m e r g e r s ............
6. T ra n s fe r to allow ance fo r loan loss, exclusive of
po rtio n c h arged against incom e, less related
incom e tqx effprt $
7. C ash dividends declared on pre ferre d s t o c k ............
8. C ash dividends declared on c o m m o n s t o c k ............
9. Stock issued in p a y m e n t o f stock dividend,
shares at p a r v a l u e ........................................................
10. All oth er increases (d e cre ases)1 ................................
11. N e t increase (decrease) fo r the year ......................
12. B alance at beginning of y e a r 2 ....................................
13. B alance at end of y e ar ...................................................
‘ Stite separately any material amounts, indicating clearly the nature of the transaction out of which the item arose.
■ 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
FORM F-9D (SCHEDULES)
REGULATION F
D.
Schedules
S C H E D U L E I— U.S. T R E A S U R Y S E C U R IT IE S , S E C U R IT IE S O F O T H E R U.S.
G O V E R N M E N T A G E N C I E S A N D C O R P O R A T IO N S , A N D O B L IG A T IO N S O F
S T A T E S A N D P O L I T IC A L S U B D IV IS IO N S
Book
value '
Type and maturity grouping
Market
value 3
U.S. Treasury securities:
Within 1 year
After 1 but within 5 years
After 5 but within 10 years
After 10 years
Total U.S. Treasury securities
Securities of other U.S. Government agencies and corporations:
Within 1 year
After 1 but within 5 years
After 5 but within 10 years
After 10 years
Total securities of other U.S. Government agencies and corporations
Obligations of states and political subdivisions: 1
Within 1 year
After 1 but within 5 years
After 5 but within 10 years
After 10 years
Total obligation of states and political subdivisions
‘State briefly in a footnote the basis for determining the amounts in this column.
in clu d e obligations of the States of the United States and their political subdivisions, agencies, and instrumentalities;
also obligations of territorial and insular possessions the United States. Do not include obligations of foreign states.
3 If market value is determined on any basis other than m arket quotations at balance sheet date, explain.
S C H E D U L E II— O T H E R S E C U R IT IE S
Book
value 1
Type
Bonds, notes, and debentures 2
Stocks of the Federal Reserve Bank
Other stocks 3
Total
’State briefly in a footnote the basis for determining the amounts shown in this column.
2State in a footnote the aggregate amount and book value of foreign securities included.
3If market value is determined on any basis other than market quotations at balance sheet date, explain.
12
Market
value 2
(SCHEDULES) FORM F-9D
REGULATION F
SCHEDULE III—OTHER LO AN S1
Type
Book value
Real estate loans:
Insured or guaranteed by the U.S. Government or its agencies
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
All other loans (including overdrafts)
Total other loans reported in balance sheet
*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 AND EQUIPMENT
Gross book
value 2
Classification 1
Bank premises
(including land $
Accumulated depreciation
and amortization 31
Amount at which
carried on balance sheet
)
Equipment
Leasehold improvements
T otals5
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.
2State briefly in a footnote the basis of determining the amounts in this column.
1 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.
J The nature and amount of significant additions (other than provisions for depreciation
and amortization) and deduc
tions shall 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
FORM F-9D (SCHEDULES)
REGULATION F
S C H E D U L E V— IN V E S T M E N T S IN, D I V I D E N D IN C O M E F R O M , A N D S H A R E IN E A R N IN G S O R
L OSSES O F U N C O N S O L I D A T E D S U B S ID IA R IE S
N a m e of subsidiary
T otals
T otal
investm ent,
including
advances
Per cent
o f voting
stock owned
$
E quity in
underlying
net assets
at balance
sheet date 1
$
A m o u n t of
dividends 2
$
B ank’s
prop o rtio n a te
p a rt of
earnings or
loss fo r
the period
$
1 Equity shall include advances reported in preceding column to the extent recoverable.
1 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.
S C H E D U L E V I— “O T H E R ” L IA B IL IT IE S F O R B O R R O W E D M O N E Y
Item :
B orrow ings fro m F e d e ral Reserve Bank
U nsecured notes p ayable within 1 year
U nsecured notes payable a fte r 1 year
O th e r obligations
T otal
Am ount
REGULATION F
(SCHEDULES) FORM F-9D
SCHEDULE VII—ALLOWANCE FOR POSSIBLE LOAN LOSSES
Amount set up
pursuant to
T reasury
tax formula
Item
Other
am ount1
Balances at beginning of period
Recoveries credited to Allowance
Additions due to mergers and absorptions 2
Transfers to Allowance:
From income
From undivided profits3
Totals
Losses charged to Allowance
Balances at end of period 1
1 Do not include any provision for possible loan losses that the bank establishes as a precautionary measure. Include
only any provision that (1) has been established through a charge against income, (2) represents management’s judg
ment 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.
n Indicate by parentheses the gross amount of any credit adjustment to undivided profits.
1 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.
NOTE.—The sum of the balances should equal the amount of “Allowance for possible loan losses” reported in the
balance sheet.
15
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-10
R EG ISTR A TIO N STATEM ENT FO R A D D ITIO N A L CLASSES O F
SECURITIES OF A BANK
Pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934
(Exact name of bank as specified in charter)
(Address of principal office)
(State of incorporation or organization)
(I.R.S. Em ployer Identification No.)
12(b)
S e c u r it ie s b e in g r e g ist e r e d p u r s u a n t t o s e c t io n
of
t h e
A c t :
(Title of class)
(Name of each exchange on which class is being registered)
S e c u r it ie s b e in g r e g ist e r e d p u r s u a n t t o se c t io n
12(g)
of t h e
A c t :
(Title of class)
G E N E R A L IN S T R U C T IO N S
1. A pplicability o f this form . This form may be
used for registration of the following securities
pursuant to the Securities Exchange Act of 1934:
(a) F or registration pursuant to section 12(g) of
the Act of any class of equity securities of a bank
which has one or more other classes of securities
registered pursuant to either section 12(b) or (g) of
the Act.
(b) F o r registration on a national securities ex
change pursuant to section 12(b) of the A ct of any
class of securities of a bank which has one or
more other classes of securities so registered on the
same or another securities exchange.
2. Preparation o f registration statement. This
form is not to be used as a blank form to be filled
in but only as a guide in the preparation of a
registration statement. Particular attention should
be given to the general requirem ents in § 206.4
of Federal Reserve Regulation F. T he 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
m anner specified in § 206.4(u).
IN F O R M A T IO N R E Q U IR E D IN
R E G IS T R A T IO N S T A T E M E N T
Item 1. Stock to be registered. If stock is being
registered, state the title of the class and furnish
the following inform ation (See Instruction 1):
(a) Outline briefly (1) dividend rights; (2) vot
ing rights; (3) liquidation rights; (4) preemptive
rights; (5) conversion rights; (6) redemption pro
visions; (7) sinking fund provisions, and (8) lia
bility to further calls or to assessment.
(b) If the rights of holders of such stock may
be modified otherwise than by a vote of a majority
or more of the shares outstanding, voting as a
class, so state and explain briefly.
(c) Outline briefly any restriction on the re
purchase or redemption of shares by the bank
while there is any arrearage in the paym ent of
dividends or sinking fund instalments. If there is
no such restriction, so state.
Instructions. 1. If a description of the securities
comparable to that required here is contained in
any other document filed with the Board, such de
scription may be incorporated by reference to such
other filing in answer to this item. If the securities
are to be registered on a national securities exchange
and the description has not previously been filed
with such exchange, copies of the description shall
be filed with copies of the registration statement filed
with the exchange.
2. This item requires only a brief summary of the
provisions which are pertinent from an investment
standpoint. A complete legal description of the pro
visions referred to is not required and should not be
given. Do not set forth the provisions of the govern
ing instruments verbatum; only a succinct resume
is required.
3. If the rights evidenced by the securities to be
registered are materially limited or qualified by the
REGULATION F
FORM F—10 (REGISTRATION STATEMENT)
p u rchase such a security; or any such w a rr a n t o r
right; or any oth er security which the B oard shall
d eem to be o f sim ilar na tu re and consider necessary
or appropriate, by such rules and regulations as it
m ay prescribe in the public interest or fo r the p ro
tection o f investors, to treat as an equity security.”
Instruction 3. T h e instructions to Item 1 also apply
to this item.
rights evidenced by any o th e r class o f securities or
by the provisions o f any con tra ct or o th e r docum ent,
include such in fo rm a tio n regarding such lim itation or
qualification as will enable investors to u n d erstand
the rights evidenced by th e securities to be registered.
Item 2. D ebt securities to be registered. If the
securities to be registered hereunder are bonds,
debentures or other evidences of indebtedness, out
line briefly such of the following as are relevant
(see Instruction 2 below):
(a) Provisions with respect to interest, conver
sion, maturity, redemption, amortization, sinking
fund or retirement.
(b) Provisions with respect to the kind and
priority of any lien, securing the issue, together
with a brief identification of the principal prop
erties subject to such lien.
(c) Provisions restricting the declaration of
dividends or requiring the m aintenance of any
ratio of assets, the creation or maintenance of
reserves or the m aintenance of the properties.
(d) Provisions permitting or restricting the is
suance of additional securities, the withdrawal of
cash deposited against such issuance, the incurring
of additional debt, the release or substitution of
assets securing the issue, the modification of the
terms of the security, and similar provisions.
Item 3. Other securities to be registered. I f
securities other than those referred to in Items
1 and 2 are to be registered hereunder, outline
briefly the rights evidenced thereby. If subscrip
tion w arrants or rights are to be registered, state
the title and am ount of securities called for, and
the period during which and the price at which
the w arrants or rights are exercisable.
Instruction. T h e instructions to Item 1 also apply to
this item .
Item 4. Exhibits. List all exhibits filed as a part
of the registration statement.
S IG N A T U R E
Pursuant to the requirements of the Securities
Exchange Act of 1934, the bank has duly caused
this registration statement to be signed on its be
half by the undersigned, thereunto duly authorized.
Instruction 1. P rovisions p erm itting the release o f
assets upon the deposit o f equivalent funds o r the
pledge o f equivalent property, the release of pro p e rty
no longer re quired in the business, obsolete p roperty
o r p roperty taken by em inent dom ain, the application
o f insurance m oneys, and sim ilar provisions, need
no t be described.
(Name of Bank)
D ate___________By_____________________________ _
(Name and Title of Signing Officer)
(e) The nam e 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 ac
tion, and w hat indemnification the trustee may
require before proceeding to enforce the lien.
(f) The general type of event which constitutes
a default and whether or not any periodic evi
dence is required to be furnished as to the absence
of default or as to compliance with the terms of
the indenture.
IN S T R U C T IO N S A S TO E X H IB IT S
I. If the securities to be registered hereunder
are to be registered on an exchange on which
other securities of the bank are registered, or
are to be registered pursuant to section 12(g)
o f the Act, the following exhibits shall, subject
to § 206.4(q) regarding incorporation of exhibits
by reference, be filed with each copy of the
registration statement filed with the Board or with
an exchange:
Instruction 2. In m ost cases, debt securities issued
by banks need n o t be registered pursu a n t to sec
tion 12(g) of the Securities E xchange Act; the regis
tratio n re quirem ents o f th a t section apply only to an
“equity security”. T he term “equity security” is de
fined by section 3 (a )(ll) of the A c t to m ean “any
stock or sim ilar security; o r any security convertible,
with o r w ithout consideration, into such a security;
o r c arrying any w a rra n t or right to subscribe to or
1. Specimens or copies of each security to
be registered hereunder.
2. Copies of all constituent instruments defining
the rights of the holders of each class o f such
securities, including any contracts or other docu
ments which limit or qualify the rights of such
holders.
2
REGULATION F
II.
If the securities to be registered are to be
registered on an exchange on which no other
securities of the bank are registered, the following
exhibits shall be filed with each copy of the regis
tration statement filed with each such exchange,
but need not be filed with, or incorporated by
reference in, copies of the registration statement
filed with the Board:
3. Copies of the last annual report filed p u r
suant to section 13 of the A ct or, if no such re
port has yet been filed, copies of the latest regis
tration statement filed pursuant to section 12(b)
or (g) of the Act.
4. Copies of all current or quarterly reports
filed pursuant to section 13 of the A ct since the
end o f the fiscal year covered by the annual re
port filed pursuant to Instruction 3 above, or if
(REGISTRATION STATEMENT) FORM F-10
none, since the effective date o f the latest regis
tration statement so filed.
5. Copies of the latest definitive proxy state
ment or inform ation statement, if any, filed with
the Board pursuant to section 14 of the Act.
6. Copies of the charter and bylaws, o r instru
ments corresponding thereto, and copies of any
other documents defining the rights of holders of
the securities to be registered.
7. Specimens or copies of each security to be
registered hereunder.
8. Copies of the last annual report submitted
to stockholders by the bank or its predecessors.
Such annual report shall not be deemed to be
“filed” with the exchange or otherwise subject
to the liabilities of section 18 of the Act, except
to the extent it may already be subject thereto.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F - l l
STATEM ENT TO BE F ILED PURSUANT TO § 2 0 6 .4 (h )(3 ) OR
§ 206.5(1) OF R EG U LA TIO N F R ELA TIN G TO SECURITIES OF:
(N A M E O F BANK)
G E N E R A L IN ST R U C T IO N S
T he item numbers and captions of the items
shall be included but the text of the items may
be omitted. T he answers to the items shall be so
prepared as to indicate clearly the coverage of
the items without referring to the text of the items.
A nswer every item. If an item is inapplicable or
the answer is in the negative, so state.
If the statement is filed by a partnership, lim
ited partnership, syndicate, or other group, the
inform ation called for by Items 2 to 6, inclusive,
shall be given with respect to (1) each partner or
any partnership o r limited partnership, (2) each
mem ber of such syndicate or group and (3) each
person controlling such partner or member. If a
person referred to in (1), (2), o r (3) is a corpora
tion or the statement is filed by a corporation, the
inform ation called for by the above-mentioned
items shall be given with respect to each principal
officer and director of such corporation and each
person controlling such partner or member.
Item 1. Security and bank. State the title of the
class of equity securities to which this statement
relates and the nam e and address of the bank
which issued such securities.
Item 2. Identity and background. State the fol
lowing with respect to the person filing this state
ment:
(a) N am e and business address;
(b) Residence address;
(c) Present principal occupation or employment
and the name, principal business and address of
any corporation or other organization in which
such employment is carried on;
(d) Material occupations, positions, offices or
employments during the last 10 years, giving the
starting and ending dates of each and the name,
principal business and address of any business
corporation or other organization in which each
such occupation, position, office o r employment
was carried on; and
(e)
W hether or not, during the last 10 years,
such person has been convicted in a criminal pro
ceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature
of conviction, nam e and location of court, and
penalty imposed, o r other disposition of the case.
Item 3. Source and am ount o f funds or other
consideration. State the source and am ount of
funds or other consideration used or to be used in
making the purchases, and if any p art of the
purchase price or proposed purchase price is rep
resented or is to be represented by funds o r other
consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, or. trading the
securities, a description of the transaction and
the names o f the parties thereto.
Instruction. If the source o f funds is a lo an m ad e in
the ord in ary course o f business by a bank, the person
filing the sta tem ent m ay, at his option, o m it the n am e
o f the bank, provided it is fu rnished to the B oard in
a letter requesting confidential trea tm e n t as to such
inform ation. P u rs u an t to section 1 3 ( d ) ( 1 ) ( B ) o f the
A ct, such in fo rm a tio n shall no t be m ade available to
the public.
Item 4. Purpose o f transaction. State the p u r
pose or purposes of the purchase or proposed
purchase of securities of the issuer. If the p u r
pose of the purchases or prospective purchases is
to acquire control of the bank, describe any plans
or proposals which such persons may have to
liquidate such bank, to sell its assets to or merge
it with any other persons, or to make any other
m ajor change in its business or corporate struc
ture.
Item 5. Interest in securities in the bank. State
the num ber of shares of the security which are
beneficially owned, and the num ber of shares con
REGULATION F
FORM F - l l (RELATING TO SECURITIES OF)
cerning which there is a right to acquire, directly
or indirectly, by (i) such person, and (ii) each
associate of such person giving the name and
address of each such associate. Furnish informa
tion as to all transactions in the class of securities
to which this statement relates which were effected
during the past 60 days by the person filing this
statement and by its subsidiaries and their officers,
directors, and affiliated persons.
Item 6. Contracts, arrangements, or understand
ings w ith respect to securities o f the bank. Fur
nish information as to any contracts, arrange
ments, or understandings with any person with
respect to any securities of the bank, including
but not limited to transfer of any of the securities,
joint ventures, loan or option arrangements, puts
or calls, guaranties of loans, guaranties against
loss or guaranties of profits, division of losses or
profits, or the giving or withholding of proxies,
naming the persons with whom such contracts,
arrangements, or understandings have been en
tered into, and giving the details thereof.
Item 7. Persons retained, em ployed, or to be
com pensated. Where this statement relates to a
tender offer, or request or invitation for tenders,
identify all persons and classes of persons em
ployed, retained, or to be compensated by the
person filing this statement, or by any person on
his behalf, to make solicitations or recommenda
tions to security holders and describe briefly the
terms of such employment, retainer, or arrange
ment for compensation.
Item 8. M aterial to be filed as exhibits. Copies
of all requests or invitations for tenders or adver
tisements making a tender offer or requesting or
inviting tenders, additional material soliciting or
requesting such tender offers, solicitations or rec
ommendations to the holders of the security to
accept or reject a tender offer or request or invi
tation for tenders shall be filed as an exhibit.
S IG N A T U R E
I certify that to the best of my knowledge and
belief the information set forth in this statement
is true, complete, and correct.
(Date)
(Signature)
If the statement is signed on behalf of a person
by an authorized representative, evidence of the
representative’s authority to sign on behalf of
such person shall be filed with the statement.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F -l2
STATEM ENT R ELA TIN G TO SOLICITATIONS OR RECOMM ENDATIONS
AS TO T E N D ER O F FE R BY____________________
FO R SECURITIES O F____________________
G E N E R A L IN S T R U C T IO N S
T he item num bers and captions of the items
shall be included but the text of the items may be
omitted. T he answers to the items shall be so
prepared as to indicate clearly the coverage of
the items without referring to the text of the
items. Answer every item. If an item is inapplic
able or the answer is in the negative, so state.
Item 1. Security and bank, (a) State the title
of the class of equity securities to which this
statement relates and the nam e and address of
the bank which issued such securities.
(b)
Identify the tender offer o r request or in
vitation for tenders to which this statement relates
and state the reasons for the solicitation or recom
m endation to security holders to accept o r reject
such tender offer, request, or invitation for
tenders.
Item 2. Identity and background, (a) State the
nam e and business address of the person filing
this statement.
(b )
Describe any arrangem ent or understand
ing in regard to the solicitation with (i) the bank
or the management of the bank or (ii) the m aker
of the tender offer o r request or invitation for
tender of securities of the class to which this state
ment relates.
Item 3. Persons retained, em ployed or to be
com pensated. Identify any persons or class of
persons employed, retained or to be compensated,
by the person filing this F orm F - l 2, or by any
person on his behalf, to m ake solicitations or
recommendations to security holders and describe
briefly the terms of such employment, retainer
o r arrangem ent for compensation.
Item 4. M aterial to be filed as exhibits. Copies
o f all solicitations or recommendations to accept
or to reject a tender offer or request or invitation
for tenders of the securities specified in Item 1
shall be filed as an exhibit.
Item 5. Additional inform ation to be furnished.
Furnish inform ation as to all transactions in the
class of securities to which this statement relates
which were effected during the past 60 days by
the bank and its subsidiaries and their officers,
directors, and associates.
S IG N A T U R E
I certify that to the best of my knowledge and
belief the information set forth in this statement
is true, complete and correct.
(Date)
(Signature)
If the statement is signed on behalf o f a person
by an authorized representative, evidence of the
representative's authority to sign on behalf of
such person shall be filed with the statement.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-20
AM ENDM ENT TO R EG ISTR A TIO N STA TEM EN T O R PERIO D IC R EPO R T OF BANK
G E N E R A L IN S T R U C T IO N S
The am endment shall contain the num ber and
caption of each item being am ended and each
such item shall be restated, as amended, in its
entirety. W here a financial statement, or a note
or schedule related thereto, is being amended,
such statement, note, or schedule likewise shall be
restated in its entirety.
The form set forth hereinafter is not to be used
as a blank form to be filled in but is intended
solely as a guide in the preparation of an am end
ment to a previously filed registration statement
or report. A ttention should be given to the general
requirem ents governing am endments which are
prescribed in section 206.4 (w ) of Regulation F.
BOARD O F GOVERNORS O F T H E FE D E R A L R ESERV E SYSTEM
Washington, D.C. 20551
A M E N D M E N T N U M B E R ________________
To
On
F O R M F-___
2
Pursuant to Section 12 or 13 of the
Securities Exchange A ct of 1934
(Exact nam e of bank as specified in charter)
(Address of principal office)
The undersigned b ank hereby amends the following items, financial statements or exhibits, constitut
ing part of the aforesaid statement o r report, as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits, or other portions amended).
Pursuant to the requirem ent of the Securities E xchange A ct of 1934, the bank has duly caused this
am endm ent to be signed on its behalf by the undersigned, thereunto duly authorized.
N am e o f Bank
D ate ____________________________________
By ------------------------------------------------ ---- — —
(Print nam e and title of signing
officer under signature)
1 Indicate appropriate designation of statement or report being amended, such as “Registration Statement” or “Annual
Report for year ended December 31, 19______ ."
2 Indicate the number of the form on which the statement or report was filed, such as “ Form F -l.”
@FedFRASER