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FED ERA L RESERVE B A NK OF DALLAS
DALLAS, TEX A S

75222

Circular No. 70-26
February 2, 1970

REPRINT OF REGULATION F
"SECURITIES OF MEMBER STATE BANKS”

To All State Member Banks
in the Eleventh Federal

Reserve District:

There is enclosed a copy of Regulation F of the Board
of Governors of the Federal Reserve System, as amended effective
December 31* 19^9* All amendments to the Regulation that have
been issued and effective through December 31> 19£>9> have been
incorporated in the reprinted copy. Also enclosed are copies
of related Forms F-2, F-^f, F-5 and F-9, revised as of Decem­
ber 31, 1969* Additional copies of the Regulation and the forms
are available upon request.
The Regulation has been printed in the new larger size
for insertion in the new regulation and bulletin binder furnished
to all State member banks in November, 1969.
The Regulation F effective January 1, 19&5* an(^ amend­
ments through December 31, 19&9* should be destroyed.
Yours very truly,
P. E. Coldwell
President
Enclosures (5)

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 amended effective December 31, 1969

Any inquiry relating to this regulation should be addressed to the Federal
Reserve Bank of the Federal Reserve district in which the inquiry arises.
Forms necessary for the preparation of statements and reports may be
obtained from any Federal Reserve Bank.

. f

CONTENTS

Page

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12
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13
13
13

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13
14
14
15
16
16
18
19
19
21
21
22
23
23
23

24
24

(b) Ownership of more than 10 per cent of an
equity security ..............................................
(c) Disclaimer of beneficial ow nersh ip .............
(d) Ownership o f securities held in trust . . . .
(e) Certain transactions subject to section
16(a) ........................................................•
(f) Exemption from section 16 o f securities
purchased or sold by odd-lot d ea lers.. .
(g) Exemption of small transactions from sec­
tion 16(a) .......................................................
(h) Temporary exemption of certain persons
from sections 16(a) and ( b ) .....................
(i) Exemption from section 16(b) o f transac­
tions that need not be reported under
section 16(a) ...........................................■ •
(j) Exemption from section 16(b) of certain
transactions by registered investment
companies ............................................... ....
(k) Exemption from section 16(b) of certain
transactions effected in connection with
a distribution ........................................... .
(1) Exemption from section 16(b) of acquisi­
tions of shares of stock and stock op­
tions under certain stock bonus, stock
option, or similar plans ...........................
(m) Exemption from section 16(b) of long­
term profits incident to sales within six
months of the exerciseo f an option . . .
(n) Exemption of certain securities from sec­
tion 16(c) ................................................. •
(o) Exemption from section 16(c) of certain
transactions effected in connection with
a distribution ..............................................
(p) Exemption of sales of securities to be ac­
quired ............... ............................................
(q)Arbitrage transactions under section 16. .
S e c . 206.7 — F o rm and C o n t e n t o f F ina n c ial
S t a t e m e n t s ....................................

24
24
24
25
25
25
26
26
26
26

27
28
28
28
29
29

29
Principles of financial reporting ............. 29
29
Verification ...............................
(1) General ...................................................... 29
(2) Opinions to be expressed by principal
accounting officer and auditor . . . . .
29
(3) Certification by independent public
accountants ........................................... 30
(c) Provisions of general application ............ 30
(1) Requirements as to form ....................... 30
(2) Items not material .................... ............ 31
(3) Inapplicable captions and omission of
unrequired or inapplicable financial
statements ......... ................................... 31
(4) Additional information ... ... ................ 31
(5) Changes in accounting principles and
practices and retroactive adjustments
of accounts ........................................... 31
(6) Summary of accounting principles and
practices .................................................
31
(7) Foreign currencies .................................. 31
(8) Commitments ..........................................
31
(9) General notes to balance s h e e t s ......... 31
(10) General notes to statements of income 32
(d) Consolidated financial statements ............ 32
(e)Statement of changes in capital accou n ts..
33
(f)
Schedules to be filed ....................... 33
A ppendix .....................................................................
34
(a)
(b)

.

S e c . 2 0 6 .1 — S co pe o f P a r t .........................................
S e c . 2 0 6 .2 — D e f i n it io n s ..............................................
S ec . 2 0 6 .3 — In sp e c t io n and P u b lic a tion of
I n f o r m a t io n F iled U n d e r th e
A ct ........................................................
(a) F ilin g o f m aterial with the Board .........
(b) Inspection ..............................................................
(c) N o n d isclo su re o f certain inform ation filed
S ec . 2 0 6 4 — R egistration S t a t e m e n t s and R e ­
ports ......................................................
(a) R equirem ent o f registration statem ent . . .
(b) Registration effective as to class o r series.
(c) A cce le ration o f effectiveness o f registration
(d) E x c ha n g e certification ..................................
(e) R eq u irem en t o f annual reports .................
(f) E xception fro m requirem ent for annual
report .............................................................
(g) Current reports ..................................................
(h) Quarterly reports ............................................
(i) A dd ition al in form ation ..................................
(j) In fo rm ation n ot a v a i l a b l e .............................
(k) D isc la im er o f con trol .....................................
(1) Incorporation by reference ........................
(m) S u m m aries or o u tlin es o f d o cu m e n ts . . . .
(n) O m ission o f su b stan tially identical d o c u ­
m en ts ..................................................................
(0) In corporation o f exhibits by r e f e r e n c e . . . .
(p) Extension o f tim e for furnishing in fo r m a ­
tion .......................................................................
(q) N u m b e r o f copies; signatures; binding . . .
(r) R equirem ents as to paper, printing, and
language .............................................................
(s) Preparation o f statem ent o r r e p o r t .........
(t) Riders; inserts ....................................................
(u) A m en d m en ts .......................................................
(v) T itle o f securities ............................................
(w) Interpretation o f requirem ents ................
(x) W h en securities are d eem ed to be regis­
tered .....................................................................
S e c . 2 0 6 .5 — P roxy S t a t e m e n t s and O t h e r S o ­
lic itations U n der S e ctio n 14
o f t h e A ct ......................................
(a) R eq u irem en t o f S t a t e m e n t ...........................
(b) E xceptions ............................................................
(c) A nn u al report to security holders to a c ­
c o m p a n y Statem ents ....................................
(d) R equirem ents as to p r o x y ...........................
(e) P resentation o f inform ation in S ta tem en t.
(f) M aterial required to be f i l e d ......................
(g) M ailin g
c o m m u n ica tio n s
fo r
security
h old ers ...............................................................
(h) F a lse or m isleading statem ents ................
(1) Special p rovisions ap p licab le to election
con tests
.............................................................
(j) P rohibition o f certain solicitatio ns . . . . . .
(k) P rop osals o f security h o l d e r s ......................
(1) In vitations for tenders ...................................
(m) R e c o m m en d a tio n s as to tender o f f e r s . . . .
(n) C h a n g e in m ajority o f d i r e c t o r s ..............
(o) Solicitation prior to furnishing required
proxy statem ent ...........................................
S ec . 20 6 .6 — “ I n sid er s ’ ” S ecuritie s T ransac ­
t io n s and R epor ts U n d e r S ec ­
t io n 16 of t h e A c t ....................
(a) F ilin g o f statem ents b y directors, officers,
and principal stock h old ers .......................

FORMS AND RELATED INSTRUCTIONS
Forms and related instructions, which are integral parts o f this regula­
tion, are assembled separately as follows:
Form F -l— Registration Statement for Securities o f a Bank
Form F-2— Annual Report
Form F-3— Current Report
Form F-4— Quarterly Report
Form F-5— Proxy Statement; Statement Where Management Does N ot
Solicit Proxies
Form F-6— Statement in Election Contest
F orm 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 o f Income
C. Statement o f Changes in Capital Accounts
D. Schedules
Form F-10— Registration Statement for Additional Classes of Securities
of a Bank
Form F -l 1— Statement to be Filed Pursuant to § 2 0 6 .4 (g )(2 ) 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
o f Bank

REGULATION F
(12 CFR 206)
As amended effective December 31, 1969

SECURITIES OF MEMBER STATE BANKS

SECTION 206.1— SCOPE O F PART*
This Part is issued by the Board of Governors
of the Federal Reserve System (the “Board” )
pursuant to section 12(i) of the Securities Ex­
change Act of 1934 (15 U.S.C. 78) (the “Act” )
and applies to all securities subject to registra­
tion pursuant to section 12(b) or section 12(g)
of the Act by a bank that is organized under
State law and is a member of the Federal Re­
serve System ( “bank” ).
SECTION 206.2— DEFINITIONS
For the purposes of this Part, including all
forms and instructions promulgated for use in
connection herewith, unless the context otherwise
requires:
(a) The terms “exchange”, “director”, “per­
son”, “security”, and “equity security” have the
meanings given them in section 3 (a) of the A ct.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 common
control with, the person specified.
(c) The term “amount”, when used with re­
spect to securities, means the principal amount
* This text corresponds to the Code of Federal Regula­
tions. Title 12, Chapter II, Part 206, cited as 12 CFR
206. The words “this Part”, as used herein, mean Regu­
lation F.
1See Appendix, page 34.

if relating to evidences of indebtedness, the num­
ber of shares if relating to shares, and the number
of units if relating to any other kind of security.
(d) The term “associate”, when used to indi­
cate a relationship with any person, means (1)
any corporation or organization (other than the
bank or a majority-owned subsidiary of the
bank) of which such person is an officer or part­
ner or is, directly or indirectly, either alone or
together with one or more members of his im­
mediate family, the beneficial owner of 10 per
cent or more of any class of equity securities,
(2) any trust or other estate in which such per­
son has a substantial beneficial interest or as to
which such person serves as trustee or in a simi­
lar fiduciary capacity, and (3) any relative or
spouse of such person, or any relative of such
spouse, who has the same home as such person,
or who is a director or officer of the bank or
any of its parents or subsidiaries.
(e) The term “charter” includes articles of
incorporation, declarations of trust, articles of
association or partnership, or any similar instru­
ment, as amended, effecting (either with or with­
out filing with any governmental agency) the
organization or creation of 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 of the management and policies of a
person, whether through the ownership of voting
securities, by contract, or otherwise.

§ 206.2 (DEFINITIONS)

(g) The term “employee” does not include a
director, trustee, or officer.
(h) The term “equity capital accounts” means
capital stock, surplus, undivided profits, and
reserve for contingencies and other capital re­
serves.
(i) The term “fiscal year” means the annual
accounting period or, if no closing date has been
adopted, the calendar year ending on December
31.
(j) (1) For the purpose of determining whether
the registration requirements of section 12(g )(1 )
of the Act are applicable, securities shall be
deemed to be “held of record” by each person
who is identified as the owner of such securities
on records of security holders maintained by or
on behalf of the bank, subject to the following:
(i) In any case where the records of secu­
rity holders have not been maintained in ac­
cordance 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 in­
cluded as a holder of record.
(ii) Securities identified as held of record
by a corporation, a partnership, a trust whether
or not the trustees are named, or other organi­
zation shall be included as so held by one per­
son.
(iii) Securities identified as held of record
by one or more persons as trustees, executors,
guardians, custodians, or in other fiduciary ca­
pacities with respect to a single trust, estate, or
account shall be included as held of record by
one person.
(iv) Securities held by two or more per­
sons as co-owners shall be included as held by
one person.
(v) Each outstanding unregistered or bearer
certificate shall be included as held of record by
a separate person, except to the extent that the
bank can establish that, if such securities were
registered, they would be held of record, under
the provisions of this paragraph (j), by a lesser
number of persons.
(vi) Securities registered in substantially
similar names, where the bank has reason to
believe because of the address or other indica­
tions that such names represent the same per­

REGULATION F

son, may be included as held of 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
of deposit, receipts, or similar evidences of in­
terest in such securities; Provided, however, that
the bank may rely in good faith on such informa­
tion as is received in response to its request from
a nonaffiliated issuer of the certificates or in­
terests.
(ii) If the bank knows or has reason to
know that the form of holding securities of rec­
ord is used principally to circumvent the provi­
sions of section 1 2 (g )(1 ) of the Act, the bene­
ficial owners of such securities shall be deemed
to be record owners thereof.
(k) The term “immediate family” includes a
person’s (1) spouse; (2) son, daughter, and de­
scendant of either; (3) father, mother, and an­
cestor of either; (4) stepson and stepdaughter;
and (5) stepfather and stepmother. For the pur­
pose of determining whether any of the fore­
going relationships exist, a legally adopted child
shall be considered a child by blood.
(1)
The term “listed” means admitted to full
trading privileges upon application by the bank
and includes securities for which authority to add
to the list on official notice of issuance has been
granted.
(m) The term “majority-owned subsidiary”
means a subsidiary more than 50 per cent of
whose outstanding securities representing the
right, other than as affected by events of de­
fault, to vote for the election of directors, is
owned by the subsidiary’s parent an d /o r one or
more of the parent’s other majority-owned sub­
sidiaries.
(n) The term “material”, when used to qualify
a requirement for furnishing of information as to
any subject, limits the information required to
those matters as to which an average prudent in­
vestor ought reasonably to be informed before
buying or selling the security registered.
(o)
The term “officer” means a Chairman of
the Board of Directors, Vice Chairman of the
Board, Chairman of the Executive Committee,

f

REGULATION F

. T

(DEFINITIONS) § 206.2

President, Vice President (except as indicated in
the next sentence), Cashier, Treasurer, Secretary,
Comptroller, and any other person who partici­
pates in major policy-making functions of the
bank. In some banks (particularly banks with offi­
cers bearing titles such as Executive Vice Presi­
dent, 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 per­
sons are not officers for the purpose of this Part.
(p) The term “option” means any option, war­
rant, or right other than those issued to security
holders on a pro rata basis.
(q) The term “parent” of a specified person is
a person controlling such person directly, or indi­
rectly through one or more intermediaries.
(r) The term “plan” includes all plans, con­
tracts, authorizations, or arrangements, whether
or or not set forth in any formal document.
(s) The term “predecessor” means a person
the major portion of the business and assets of
which another person acquired in a single succes­
sion or in a series of related successions.
(t) The terms “previously filed” and “pre­
viously reported” mean previously filed with, or
reported in, a registration statement under sec­
tion 12, a report under section 13, or a definitive
proxy statement or statement where management
does not solicit proxies under section 14 of 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 ex­
change only if such document is filed with such
exchange.
(u)
The term “principal underwriter” means
an underwriter in privity of contract with the
issuer of the securities as to which he is under­
writer.
(v) The term “promoter” includes: (1) any
person who, acting alone or in conjunction with
one or more other persons, directly o r indirectly
takes initiative in founding and organizing the
bank; (2) any person who, in connection with
the founding and organizing of the bank, directly
or indirectly receives in consideration of services
or property or both services and property 10 per
cent or more of any class of securities of the
bank or 10 per cent or more of the proceeds

7

from the sale of any class of such securities. A
person who receives such securities or proceeds
either solely as underwriting commissions or solely
in consideration of property shall not, however,
be deemed a promoter if such person does not
otherwise take part in founding and organizing
the bank.
(w) The term “proxy” includes every proxy,
consent, or authorization within the meaning of
section 14(a) of the Act. The consent or authori­
zation may take the form of failure to object
or to dissent.
(x) The terms “qualified stock option”, “re­
stricted stock option”, and “employee stock pur­
chase plan” have the meanings given them in
sections 422 through 424 of the Internal Revenue
Code of 1954.
(y) The term “share” means a share of stock
in a corporation or unit of interest in an unin­
corporated person.
(z) The term “significant subsidiary” means a
subsidiary meeting either of the following con­
ditions:
(1) The investments in the subsidiary by its
parent plus the parent’s proportion of the in­
vestments in such subsidiary by the parent’s other
subsidiaries, if any, exceed 5 per cent of the
equity capital accounts of the bank. “Investments”
refers to the amount carried on the books of the
parent and other subsidiaries or the amount
equivalent to the parent’s proportionate share in
the equity capital accounts of the subsidiary,
whichever is greater.
(2) The parent’s proportion of the gross op­
erating revenues of the subsidiary exceeds 5 per
cent of the gross operating revenues of the parent.
(aa) The terms “solicit” and “solicitation”
mean (1) any request for a proxy whether or
not accompanied by or included in a form of
proxy; (2) any request to execute or not to
execute, or to revoke, a proxy; or (3) the fur­
nishing of a form of proxy or other communi­
cation to security holders under circumstances
reasonably calculated to result in the procure­
ment, withholding, or revocation of a proxy.
The terms do not apply, however, to the fur­
nishing of a form of proxy to a security holder
upon the unsolicited request of such security
holder, the performance by the bank of acts

§ 206.3 (INSPECTION)

required by § 206.5(g), or the performance by
any person of ministerial acts on behalf of a
person soliciting a proxy.
(bb) A “subsidiary” of a bank is (1) an affili­
ate controlled by the bank, directly or indi­
rectly, through one or more intermediaries, except
where the control (i) exists by reason of owner­
ship or control of voting securities by the bank
in a fiduciary capacity, or (ii) was obtained by
the bank in the course of securing or collecting
a debt previously contracted in good faith, or
(2) a person a majority of whose voting securities
are held in trust for the benefit of the holders
of a class of stock of the bank pro rata.
(cc) The term “succession” means the direct
acquisition of the assets comprising a going busi­
ness, whether by merger, consolidation, purchase,
or other direct transfer. The term does not in­
clude the acquisition of control of a business
unless followed by the direct acquisition of its
assets. The term “succeed” and “successor” have
meanings correlative to the foregoing.
(dd) The term “verified”, when 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 ac­
counting records of the bank (the “principal ac­
counting officer”) and by the person principally
responsible for the audit procedures of the bank
(the “auditor”); 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 of the fiscal year to which
the financial statements will relate.
(ee) The term “voting securities” means se­
curities the holders of which are presently en­
titled to vote for the election of directors.
(ff) The terms “beneficial ownership”, “benefi­
cially owned”, and the like, when used with re­
spect to the reporting of ownership of the bank’s
equity securities in any statement or report re­
quired by this Part, shall include, in addition
to direct and indirect beneficial ownership by
the reporting person, ownership of such securities
(1) by the spouse (except where legally separated)
and minor children of such reporting person, and
(2) by any other relative of the reporting person
who has the same home as such person.

REGULATION F

SECTION 206.3— INSPECTION AND
PUBLICATION OF INFORM ATION
FILED UNDER TH E ACT
(a) Filing of material with the Board. All
papers required to be filed with the Board pur­
suant to the Act or regulations thereunder shall
be filed at its office in Washington, D. C. Mate­
rial may be filed by delivery to the Board,
through the mails, or otherwise. The date on
which papers are actually received by the Board
shall be the date of filing thereof if all of the
requirements with respect to the filing have been
complied with.
(b) Inspection. Except as provided in para­
graph (c), all information filed regarding a
security registered with the Board will be avail­
able for inspection at the Federal Deposit In­
surance Corporation, 550 Seventeenth Street,
N. W., Washington, D. C. In addition, copies
of the registration statement and reports required
by § 206.4 (exclusive of 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 New York, Chi­
cago, and San Francisco Federal Reserve Banks
and at the Reserve Bank of the district in which
the bank filing the statements or reports is
located.
(c) Nondisclosure of certain information filed.
Any person filing any statement, report, or docu­
ment under the Act may make written objection
to the public disclosure of any information con­
tained therein in accordance with the procedure
set forth below:
(1) The person shall omit from the statement,
report, or document, when it is filed, the portion
thereof that it desires to keep undisclosed (here­
inafter called the confidential portion). In lieu
thereof, it shall indicate at the appropriate place
in the statement, report, or document that the
confidential portion has been so omitted and filed
separately with the Board.
(2) The person shall file with the copies of
the statement, report, or document filed with the
Board:
(i)
As many copies of the confidential
portion, each clearly marked “CO N FID EN TIA L
TREA TM EN T”, as there are copies of the state­

REGULATION F

(REGISTRATION) § 206.4

filed a written statement that he intends in good
ment, report, or document filed with the Board
faith to seek judicial review of the finding and
and with each exchange, if any. Each copy shall
determination;
contain the complete text of the item and, not­
withstanding that the confidential portion does
(ii) upon the lapse of 60 days after the dis­
not constitute the whole of the answer, the entire
patch of notice by registered or certified mail of
answer thereto; except that in case the confiden­
the finding and determination of the Board, if
tial portion is part of a financial statement or
the statement described in clause (i) shall have
schedule, only the particular financial statement
been filed and if a petition for judicial review
or schedule need be included. All copies of the
shall not have been filed within such 60 days; or
confidential portion shall be in the same form as
(iii) if such petition for judicial review shall
the remainder of the statement, report, or docu­
have been filed within such 60 days, upon final
ment.
disposition, adverse to the person, of the judicial
(ii)
An application making objection to theproceedings.
disclosure of the confidential portion. Such ap­
(7)
If the confidential portion is made avail­
plication shall be on a sheet or sheets separate
able to the public, a copy thereof shall be at­
from the confidential portion, and shall contain
tached to each copy of the statement, report,
(a) an identification of the portion of the state­
or document filed with the Board and with each
ment, report, or document that has bee/i omitted,
exchange concerned.
(b ) a statement of the grounds of objection, and
(c) the name of each exchange, if any, with
SECTION 206.4— REGISTRATION
which the statement, report, or document is filed.
STATEMENTS AND REPORTS
The copies of the confidential portion and the
application filed in accordance with this subpara­
graph shall be enclosed in a separate envelope
(a) Requirement of registration statement. Se­
marked “C O N FID EN TIA L TREA TM EN T” and
curities of a bank shall be registered under the
addressed to Secretary, Board of Governors of
provisions of either section 12(b) or section 12(g)
the Federal Reserve System, Washington, D. C.
of the Act by filing a statement in conformity
20551.
with the requirements of Form F -l (or Form
(3) Pending the determination by the Board
F-10, in the case of registration of an additional
as to the objection filed in accordance with subclass of securities). No registration shall be re­
paragraph (2), the confidential portion will not
quired under the provisions of section 12(b) or
be disclosed by the Board.
section 12(g) of the Act of any warrant or cer­
(4) If the Board determines that the objection
tificate evidencing a right to subscribe to or other­
shall be sustained, a notation to that effect will
wise acquire a security of a bank if such warrant
be made at the appropriate place in the statement,
or certificate by its terms expires within 90 days
report, or document.
after the issuance thereof.
(5) If the Board shall have determined that
(b) Registration effective as to class or se­
disclosure of the confidential portion is in the
ries. Depending upon whether the security is to
public interest, a finding and determination to
be listed on an exchange, registration shall be­
that effect will be entered and notice of the1find­
come effective as provided in section 12(d) or
ing and determination will be sent by registered
section 1 2 (g )(1 ) of the Act as to the entire class
or certified mail to the person.
of such security, then or thereafter authorized.
If, however, a class of security is issuable in
(6) The confidential portion shall be made
two or more series with different terms, each such
available to the public:
(i)
upon the lapse of 15 days after the dis­ series shall be deemed a separate class for the
purposes of this paragraph.
patch of notice by registered or certified mail of
(c) Acceleration of effectiveness of registra­
the finding and determination of the Board
tion. A request for acceleration of the effective
described in subparagraph (5 ), if prior to the
date of registration shall be made in writing by
lapse of such 15 days the person shall not have

§ 206.4 (REGISTRATION)

REGULATION F

be filed within 90 days after the close of the fiscal
either the bank, an exchange, or both and shall
year or within 30 days of the mailing of the
briefly describe the reasons therefor.
bank’s annual report to stockholders, whichever
(d) Exchange certification. (1) Certification
occurs first.
that a security has been approved by an ex­
(f) Exception from requirement for annual
change for listing and registration pursuant to
report. Notwithstanding paragraph (e) of this
section 12(d) of the Act shall be made by the
§ 206.4, any bank that has filed, within the
governing committee or other corresponding
authority of the exchange.
period prescribed for filing an annual report
pursuant to that paragraph, a registration state­
(2)
The certification shall specify (i)
the
ment that has become effective and is not sub­
approval of the exchange for listing and regis­
ject to any proceeding under section 15(c) or
tration; (ii) the title of the security so approved;
section 19(a) of the Act, or to an order there­
(iii) the date of filing with the exchange of the
under, need not file an annual report if such
registration statement and of any amendments
statement covers the fiscal period that would be
thereto; and (iv) any conditions imposed on
covered by such annual report and contains all
such certification. The exchange shall promptly
of the information, including financial state­
notify the Board of the partial or complete satis­
ments and exhibits, required for annual reports.
faction of any such conditions.
(g) Current reports. (1) Every registrant bank
(3) The certification may be made by tele­
shall file a current report in conformity with the
gram but in such case shall be confirmed in
requirements of Form F-3 within 10 days after
writing. All certifications in writing and all
the close of any month during which any of the
amendments thereto shall be filed with the Board
events
specified in that form occurs, unless sub­
in duplicate and at least one copy shall be
stantially
the same information as required by
manually signed by the appropriate exchange
that form has been previously reported by the
authority.
bank.
(4) The date of receipt by the Board of the
(2) Any person who, after acquiring, subse­
certification approving a security for listing and
quent to July 29, 1968, directly or indirectly, the
registration shall be the date on which the cer­
beneficial ownership of any equity security of a
tification is actually received by the Board or
member State bank, of a class which is registered
the date on which the registration statement to
pursuant to section 12 of the Act, is directly or
which the certification relates is actually received
indirectly the beneficial owner of more than 10
by the Board, whichever date is later.
(5)
If an amendment to the
registration state­per cent of such class shall, within ten days after
such acquisition, send to the bank at its principal
ment is filed with the exchange and with the
executive
office, by registered or certified mail,
Board after the receipt by the Board of the
send to each exchange where the security is
certification of the exchange approving the se­
traded, and file with the Board a statement con­
curity for listing and registration, the certifica­
taining the information required by Form F - ll .
tion, unless withdrawn, shall be deemed made
(3) If any material change occurs in the facts
with reference to the statement as amended.
set
forth in the statement required by paragraph
(6) An exchange may, by notice to the Board,
(
g
)(2
), the person who filed such statement shall
withdraw its certification prior to the time that
promptly file with the Board and send to the bank
the registration to which it relates first becomes
and the exchange an amendment disclosing such
effective pursuant to paragraph (b) of this
change.
§ 206.4.
(h) Quarterly reports. Every registrant bank
(e) Requirement of annual reports. Every
shall file a quarterly report in conformity with
registrant bank shall file an annual report for
the requirements of Form F-4 for each fiscal
each fiscal year after the last full fiscal year for
quarter ending after the close of the latest fiscal
which financial statements were filed with the
registration statement. The report, which shall
year for which financial statements were filed
conform to the requirements of Form F-2, shall
in a registration statement, except that no report

(REGISTRATION) § 206.4

REGULATION F

need be filed for the fiscal quarter which coin­
cides with the end of the fiscal year of the bank.
Such reports shall be filed not later than 30 days
after the end of such quarterly period, except
that the report for any period ending prior to the
date on which a class of securities of the bank
first becomes effectively registered may be filed
not later than 30 days after the effective date of
such registration.
(i)
Additional information, in addition to the
information expressly required to be included in
a statement or report, there shall be added such
further material information, if any, as may be
necessary to make the required statements, in
the light of the circumstances under which they
are made, not misleading.
(j) Information not available. Information 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 ef­
fort or expense or because it rests peculiarly
within the knowledge of another person not affili­
ated with the bank, the information may 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 of a request made to such person for the
information. No 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.
(k) Disclaimer of control. If the existence of
control is open to reasonable doubt in any in­
stance, the bank may disclaim the existence of
control and any admission thereof; in such case,
however, the bank shall state the material facts
pertinent to the possible existence of control.
(1)
Incorporation by reference. (1) Matter
contained in any part of a statement or report,
other than exhibits, may be incorporated by ref­
11

erence in answer or partial answer to any item
of the statement or report. Matter contained in
an exhibit may be so incorporated to the extent
permitted in paragraph (m ) of this § 206.4. A
registration statement for an additional class of
securities of the bank may incorporate by refer­
ence any item contained in a previous registration
statement or report.
(2)
Material incorporated by reference shall
be clearly identified in the reference. An 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.
(m) Summaries or outlines of documents.
Where an item requires a summary or outline of
the provisions of any document, only a brief
statement shall be made, in succinct and con­
densed form, as to the most important provisions.
In addition to such statement, the summary or
outline may incorporate by reference particular
items, sections, or paragraphs of any exhibit and
may be qualified in its entirety by such reference.
M atter contained in an exhibit may be incorpo­
rated by reference in answer to an item only to
the extent permitted by this paragraph (m ).
(n) Omission of 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 of execution, or other details,
the bank need file a copy of 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 of which a copy is filed. The Board
may at any time in its discretion require the filing
of copies of documents so omitted.
(o) Incorporation of exhibits by reference.
(1) Any document or part thereof previously
filed with the Board pursuant to this Part may,
subject to the following limitations, be incorpo­
rated by reference as an exhibit to any registra­
tion statement or report filed with the Board by
the same or any other person. Any document or
part thereof filed with an exchange pursuant to

§ 206.4 (REGISTRATION)

the Act may be incorporated by reference as an
exhibit to any registration statement or report
filed with the exchange by the same or any other
person.
(2) Any document incorporated by reference
pursuant to this paragraph (o) 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 of any document incorporated by reference
since the filing thereof, the bank shall file with
the reference a statement containing the text of
any such modification and the date thereof.
(4) N o document which has been on file with
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.
(p) Extension of time for furnishing informa­
tion. If the furnishing of any information, docu­
ment, or report at the time it is required to be
filed is impracticable, the bank may file with the
Board as a separate document an 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 of 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 deemed granted unless the Board, within 10
days after receipt thereof, shall enter an order
denying the application.
(q) Number of copies; signatures; binding.
(1) Except where otherwise provided in a par­
ticular form, 8 copies of each registration state­
ment and report (including financial statements)
and 4 copies of each exhibit and each other docu­
ment filed as a part thereof, shall be filed with
the Board. At least one complete copy of each
statement shall be filed with each exchange, if
any, on which the securities covered thereby are
being registered. A t least one copy of each report
shall be filed with each exchange, if any, on
which the bank has securities registered.

REGULATION F

(2) A t least one copy of each statement or
report filed with the Board and one copy thereof
filed with an exchange shall be manually signed.
If the statement or report is typewritten, one of
the signed copies filed with the Board shall be an
original “ribbon” copy. Unsigned copies shall be
conformed. If the signature of any person is af­
fixed pursuant to a power of attorney or other
similar authority, a copy of such power or other
authority shall also be filed with the statement or
report.
(3) Each copy of a statement or report filed
with the Board or with an exchange shall be
bound in one or more parts. Copies filed with the
Board shall be bound without stiff covers. The
statement or report shall be bound on the left
side in such a manner as to leave the reading
matter legible.
(r) Requirements as to paper, printing, and
language. (1) Statements and reports shall be
filed on good quality, unglazed, white paper
8 V2 x 13 inches in size, insofar as practicable.
Tables, charts, maps, and financial statements
may, however, be on larger paper if folded to
that size.
(2) The statement or report and, insofar as
practicable, all papers and documents filed as a
part thereof, shall be printed, lithographed,
mimeographed, xerocopied, or typewritten. The
statement or report or any portion thereof may,
however, be prepared by any similar process that,
in the opinion of the Board, produces copies
suitable for a permanent record. Irrespective of
the process used, all copies of any such material
shall be clear, easily readable, and suitable for
repeated photocopying. Debits in credit categories
and credits in debit categories shall be designated
so as to be clearly distinguishable as such on
photocopies.
(3) The body of all printed statements and
reports shall be in roman type at least as large
as 10-point modem type. To the extent neces­
sary for convenient presentation, however, finan­
cial statements and other statistical or tabular
data and the notes thereto may be in type at least
as large as 8-point modern type. All type shall
be leaded at least 2 points.
(4) Statements and reports shall be in Eng­
lish. If any exhibit or other paper or document

REGULATION F

(PROXY STATEMENTS) § 206.5

filed with a statement or report is in a foreign
contingency; a brief indication of the priority
language, it shall be accompanied by a transla­
of the issue; and if convertible, a statement to
that effect.
tion into English.
(s) Preparation of statement or report. Each
(3)
In the case of any other kind of security,
statement and report shall contain the numbers
appropriate information of comparable character.
and captions of all items of the appropriate form,
(w) Interpretation of requirements. Unless the
but the text of the items may be omitted provided
context clearly shows otherwise,
the answers thereto are so prepared as to indicate
(1) The forms require information only as to
to the reader the coverage of the items without
the bank.
the necessity of his referring to the text of the
(2) Whenever any fixed period of time in the
items or instructions thereto. Where any item
past is indicated, such period shall be computed
requires information to be given in tabular form,
from the date of filing.
however, it shall be given in substantially the
(3) Whenever words relate to the future,
tabular form specified in the item. All instruc­
they have reference -solely to present intention.
tions, whether appearing under the items of the
(4) Any words indicating the holder of a
form or elsewhere therein, are to be om ittejl U n­
position or office include persons, by whatever
less expressly provided otherwise, if any item is
titles designated, whose duties are those ordi­
inapplicable, or the answer thereto is in the nega­
narily performed by holders of such positions
tive, an appropriate statement to that effect shall
or offices.
be made.
(x) When securities are deemed to be regis­
(t) Riders; inserts. Riders shall not be used.
tered. A class of securities with respect to which
If the statement or report is typed on a printed
an application for registration or a registration
form, and the space provided for the answer to
statement has been filed pursuant to section 12
any given item is insufficient, reference shall be
of the Act shall be deemed to be registered for
made in such space to a full insert page or pages
the purposes of sections 13, 14, and 16 of the
on which the item number and caption and the
Act and this Part only when such application or
complete answer are given.
registration statement has become effective as
(u)
Amendments. All amendments shall com­ provided in section 12, and securities of said
ply with all pertinent requirements applicable to
class shall not be subject to sections 13, 14, and
statements and reports. Amendments shall be filed
16 of the Act until such application or registra­
separately for each separate statement or report
tion statement has become effective as provided
amended. Amendments to a statement may be
in section 12.
filed either before or after registration becomes
effective.
SECTION 206.5—PROXY STATEMENTS
(v) Title of securities. Wherever the title of
AND OTHER SOLICITATIONS UNDER
securities is required to be stated, information
SECTION 14 OF T H E ACT.
shall be given that will indicate the type and gen­
eral character of the securities, including:
(a)
Requirement of Statement. No solicita­
(1) In the case of shares, the par or stated'
tion of a proxy with respect to a security of a
value, if any; the rate of dividends, if fixed, and
bank registered pursuant to section 12 of the
whether cumulative or noncumulative; a brief
Act
shall be made unless each person solicited
indication of the preference, if any; and if con­
is
concurrently
furnished, or has previously been
vertible, a statement to that effect.
furnished,
with
a written proxy statement con­
(2) In the case of funded debt, the rate of
taining
the
information
required by Form F-5.
interest; the date of maturity, or if the issue
If
the
management
of
any
bank having such a
matures serially, a brief indication of the serial
security outstanding fails to solicit proxies from
maturities, such as “maturing serially from 1976
the holders of any such security in such a man­
to 1980”; if payment of principal or interest is
ner as to require the furnishing of such a proxy
contingent, an appropriate indication of such

§ 206.5 (PROXY STATEMENTS)

statement, such bank shall transmit to all holders
of record of 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 of 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
sentence of paragraph (a) shall not apply to the
following:
(1) Any solicitation made otherwise than on
behalf of the management of the bank where
the total number of persons solicited is not more
than 10.
(2) Any solicitation by a person in respect
to securities carried in his name or in the name
of 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 of all soliciting material with
respect to the same subject matter or meeting
received from all persons who will furnish cop­
ies thereof for such purpose and who 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 whom 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) Any solicitation by a person with respect
to securities of which he is the beneficial owner.

REGULATION F

(4)
Any solicitation through the medium of
a newspaper advertisement that informs security
holders of a source from which they may obtain
copies of a proxy statement, form of 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
company Statements. (1) Any Statement fur­
nished on behalf of the management of the bank
that relates to an annual meeting of 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
of each such year and the results of 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
tion contained in the report and in the light of
the financial statements of the bank filed or to be
filed with the Board, will not by such procedure
omit any material information 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. This paragraph (c) shall not
apply, however, to solicitations made on behalf
of management before the financial statements
are available if solicitation is being made at the
time in opposition to the management and if the
management’s Statement includes an undertaking
in bold-faced type to furnish such annual report
to all persons being solicited at least 20 days be­
fore the date of 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.

REGULATION F

(b ) Comparative statements of income in a form
providing for the determination of “net income” for
each fiscal year and per share earnings data.
(c) Comparative statements of changes in capital
accounts for each fiscal year similar in form to Form
F-9C.
(d ) A comparative reconciliation of the “Allow­
ance for Possible Loan Losses” account similar in
form to Schedule VII, Form F-9D.
(e) Supplemental notes to financial statements to
the extent necessary to furnish a fair financial pres­
entation.
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 consoli­
dation 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 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
address provided (i) that management has reason­
able cause to believe that the record holder to whom
the report is sent is the “beneficial owner” (see defini­
tion in § 206.2(ff)) o f 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.

(PROXY STATEMENTS) § 206.5

be “filed” with the Board or otherwise subject
to this § 206.5 or the liabilities of section 18 of
the Act, except to the extent that the bank specif­
ically requests that it be treated as a part of the
proxy soliciting material or incorporates it in the
proxy statement by reference.
(d)
Requirements as to proxy. (1) The form
of proxy (i) shall indicate in bold-face type
whether or not the proxy is solicited on behalf
of the management of 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 of related
matters intended to be acted upon, whether pro­
posed by the management or by security holders.
No reference need be made, however, to pro­
posals as to which discretionary authority is con­
ferred pursuant to subparagraph (4) of this
paragraph.
(2) Means shall be provided in the form of
proxy whereby the person solicited is afforded
an opportunity to specify by ballot a choice be­
tween approval or disapproval of each matter or
group of related matters referred to therein as
intended to be acted upon, other than 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 of 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 of 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 of directors. Any such form
(2)
Eight copies of each annual report sent of proxy which is executed by the security holder
in such manner as not to withhold authority to
to security holders pursuant to this paragraph (c)
vote for the election of directors shall be deemed
shall be sent to the Board not later than (i) the
to grant such authority, provided the form of
date on which such report is first sent or given
proxy so states in bold-face type. This paragraph
to security holders, or (ii) the date on which
(3) does not apply (i) in the case of a merger,
preliminary copies of the management Statement
consolidation, or other plan if the election of
are filed with the Board pursuant to paragraph
directors is an integral part of the plan and is not
(f), whichever date is later. Such annual report
to be separately voted upon or (ii) if the only
is not deemed to be “soliciting material” or to

§ 206.5 (PROXY STATEMENTS)

matters to be acted upon are the election of 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
m atters:
(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 of proxy;
(ii) Approval of the minutes of the prior meet­
ing if such approval does not amount to ratifica­
tion of the action taken at that meeting;
(iii) The election of 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) Any proposal omitted from the proxy state­
ment and form of proxy pursuant to § 206.5(k);
(v) Matters incident to the conduct of the
meeting.
(5) No 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 of 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 of 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 of information in Statement.
(1) The information included in the Statement
shall be clearly presented and the statements
made shall be divided into groups according to

REGULATION F

subject matter and the various groups of state­
ments shall be preceded by appropriate headings.
The order of items in the form need not be fol­
lowed. Where 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. No statement need be made
in response to any item that is inapplicable.
(2) Any information required to be included
in the Statement as to terms of securities or other
subject matter that from a standpoint of prac­
tical necessity must be determined in the future
may be stated in terms of present knowledge and
intention. To 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 of such persons to ascertain or procure
may 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) All printed Statements shall be set in
roman type at least as large as 10-point modern
type except that, to the extent necessary for con­
venient presentation, financial statements and
other statistical or tabular matter may be set in
roman type at least as large as 8-point modem
type. All type shall be leaded at least 2 points.
( f ) Material required to be filed. (1) Three
preliminary copies of each Statement, form of
proxy, and other items of soliciting material to
be furnished to security holders concurrently
therewith, shall be filed with the Board by man­
agement or any other person making a solicitation
subject to this § 206.5 at least 10 calendar days

REGULATION F

(or 15 calendar days in the case of other than
routine meetings, as defined below) prior to the
date such item is first sent or given to any security
holders, or such shorter period prior to that date
as 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 § 206.5 other than on be­
half of management and at which management
intends to present no matters other than the elec­
tion of directors, election of inspectors of 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
of annual meetings, one additional preliminary
copy of the Statement, the form of proxy, and
any other soliciting material, marked to show
changes from the material sent or given to 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 of 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 of good cause therefor.
(3) Eight copies of each Statement, form of
proxy, and other items of soliciting material, in
the form in which such material is furnished to
security holders, shall be filed with, or mailed for
filing to, the Board not later than the date such
material is first sent or given to any security hold­
ers. Three copies of such material shall at the same
time be filed with, or mailed for filing to, each
exchange upon which any security of the bank
is listed.
(4) If the solicitation is to be made in whole or
in part by personal solicitation, three copies of all
written instructions or other material that discusses
or reviews, or comments upon the merits of, any
matter to be acted upon, and is furnished to the
individuals making the actual solicitation for their
use directly or indirectly in connection with the
solicitation, shall be filed with the Board by the

(PROXY STATEMENTS) § 206.5

person on whose behalf the solicitation is made at
least five days prior to the date copies of such ma­
terial are first sent or given to such individuals, or
such shorter period prior to that date as may be
authorized upon a showing of good cause there­
for.
(5) All copies of material filed pursuant to
subparagraphs (1) and (2) shall be clearly
marked “Preliminary Copies” and shall be for
the information of the Board only, except that
such material may be disclosed to any depart­
ment or agency of the United States 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 subparagraphs ( 1 ) ,‘ (2),
or (3) shall be accompanied by a statement of the
date upon which copies thereof are intended to
be, or have been, sent or given to security hold­
ers. All material filed pursuant to subparagraph
(4) shall be accompanied by a statement of the
date upon which copies thereof are intended to
be released to the individuals who will make the
actual solicitation.
(6) Copies of replies to inquiries from secu­
rity holders requesting further information and
copies of communications that do no more than
request that forms of proxy theretofore solicited
be signed, dated, and returned need not be filed
pursuant to this paragraph ( f ).
(7) Notwithstanding the provisions of para­
graphs ( f ) ( 1 ) , ( f ) ( 2 ) , and ( i ) (5 ), copies of
soliciting material in the form of speeches, press
releases, and radio or television scripts may, but
need not, be filed with the Board prior to use or
publication. Definitive copies, however, shall be
filed with or mailed for filing to the Board as
required by paragraph ( f ) ( 3 ) not later than the
date such material is used or published. The
provision of paragraphs ( f ) ( 1 ) , ( f ) ( 2 ) , and
(i) (5) shall apply, however, to any reprints or
reproductions of all or any part of such mate­
rial.
(8) Where any Statement, form of proxy, or
other material filed pursuant to this paragraph
(f) is revised, two of the copies of such revised
material filed pursuant to paragraph ( f ) ( 3 ) shall
be marked to indicate clearly the changes. If the
revision alters the text of the material, the changes

§ 206.5 (PROXY STATEMENTS)

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
the Board for purposes of subparagraphs (1 ),
(2 ), and (4) of this paragraph is the date of
receipt of the material by the Board, not the
date of mailing to the Board. In computing the
advance filing period for preliminary copies of
proxy soliciting material referred to in such subparagraphs, the filing date of the preliminary ma­
terial is to be counted as the first day of 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 of comments, the preliminary
proxy material should be filed as early as pos­
sible prior to the intended mailing date.
(10) Where preliminary copies of material are
filed with the Board pursuant to this subsection,
the printing of definitive copies for distribution
to security holders should be deferred until the
comments of the Board’s staff have been re­
ceived and considered.
(g)
Mailing communications for security hold­
ers. If the management of the bank has made
or intends to make any proxy solicitation subject
to this § 206.5, the bank shall perform such of
the following acts as may be requested in writing
with respect to the same subject matter or meet­
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 of the approximate number
of holders of record of any class of securities,
any of the holders of which have been or are
to be solicited on behalf of the management, or
any group of such holders that the security holder
shall designate;
(ii) If the management of the bank has
made or intends to make, through bankers,
brokers, or other persons, any solicitation of the
beneficial owners of securities of any class, a state­

REGULATION F

ment of the approximate number of such bene­
ficial owners, or any group of such owners that
the security holder shall designate;
(iii)
An estimate of the cost of mailing a
specified proxy statement, form of proxy, or
other communication to such holders, including
insofar as known or reasonably available, the
estimated handling and mailing costs of the bank­
ers, brokers, or other persons specified in (ii).
(2 ) ( i) Copies of any proxy statement, form
of proxy, or other communication furnished by
the security holder shall be mailed by the bank
to such of the holders of record specified in
(1) (i) above as the security holder shall desig­
nate. The bank shall also mail to each banker,
broker, or other persons specified in (1) (ii)
above, a sufficient number of copies of such
proxy statement, form of proxy, or other com­
munication 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)
Any such material that is furnished by the
security holder shall be mailed with reasonable
promptness by the bank after receipt of a tender
of the material to be mailed, of envelopes or
other containers therefor, of postage or payment
for postage, and of evidence that such material
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 of security
holders prior to the earlier of (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 of security holders, or ( b) the first
day on which solicitation is made on behalf of
management. With respect to any such material
that relates to any matter to be acted upon by
security holders otherwise than at an annual meet­
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 of proxy, or other communication.
(3) In lieu of performing the acts specified

REGULATION F

above, the bank may, at its option, furnish
promptly to such security holder a reasonably
current list of the names and addresses of such
of the holders of record specified in (1) (i) above
as the security holder shall designate, and a list
of the names and addresses of the bankers, bro­
kers, or other persons specified in (1) (ii) above
as the security holder shall designate together with
a statement of the approximate number of bene­
ficial owners solicited or to be solicited through
each such banker, broker, or other person and a
schedule of the handling and mailing costs of
each such banker, broker, or other person, if
such schedule has been supplied to the manage­
ment of 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 becomes available to the manage­
ment of the bank.
(h)
False or misleading statements. (1) No
solicitation or communication subject to this sec­
tion shall be made by means of any Statement,
form of proxy, notice of meeting, or other com­
munication, written or oral, containing any state­
ment that, at the time and in the light of 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 communication with respect
to the solicitation of a proxy for the same meet­
ing or subject, matter that has become false or
misleading. Depending upon particular circum­
stances, the following may be misleading within
the meaning of 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 di­
rectly or indirectly makes charges concerning
improper, illegal, or immoral conduct or asso­
ciations, without factual foundation; failure so to
identify a Statement, form of proxy, and other
soliciting material as clearly to distinguish it
from the soliciting material of any other person
or persons soliciting for the same meeting or
subject matter; claims made prior to a meeting
regarding the results of a solicitation.
(2) The fact that a proxy statement, form of

(PROXY STATEMENTS) § 206.5

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 complete or not false or
misleading, or that the Board has passed upon
the merits of or approved any statement therein
or any matter to be acted upon by security hold­
ers. No representation contrary to the foregoing
shall be made.
(i)
Special provisions applicable to election
contests.
(1) Solicitations to which this paragraph applies.
This paragraph (i) applies to any solicitation sub­
ject to this § 206.5 by any person or group of
persons for the purpose of opposing a solicitation
subject to this section by any other person or
group of persons with respect to the election or
removal of directors at any annual or special
meeting of security holders.
(2) Participant defined.
(i)
For purposes of this paragraph (i) the
terms “participant” and “participant in a solicita­
tion” include the following:
(a) the bank;
(b) any director of the bank, and any
nominee for whose election as a director prox­
ies are solicited;
(c) any committee or group that solicits
proxies, any member of such committee or group,
and any person whether or not named as a mem­
ber who, acting alone or with one or more other
persons, directly or indirectly, takes the initiative
in organizing, directing, or financing any such
committee or group;
(d ) any person who finances or joins with
another to finance the solicitation of proxies, ex­
cept persons who contribute not more than $500
and who are not otherwise participants;
(e) any person who lends money or fur­
nishes credit or enters into any other arrange­
ments, pursuant to any contract or understand­
ing with a participant, for the purpose of financing
or otherwise inducing the purchase, sale, holding,
or voting of securities of the bank by any partici­
pant or other person, in support of or in opposi­
tion to a participant, except a bank, broker, or
dealer who, in the ordinary course of business,
lends money or executes orders for the purchase or

§ 206.5 (PROXY STATEMENTS)

sale of securities and who is not otherwise a
participant;
(/) any other person who solicits proxies.
(ii) Such terms do not include
(a) any person or organization retained
or employed by a participant to solicit security
holders, or any person who merely transmits
proxy soliciting material or performs ministerial
or clerical duties;
(b ) any person employed by a participant
in the capacity of attorney, accountant, or adver­
tising, public relations, or financial adviser, and
whose activities are limited to the performance
of his duties in the course of such employment;
(c) any person regularly employed as an
officer or employee of the bank or any of its
subsidiaries who is not otherwise a participant; or
(d) any officer or director of, or any
person regularly employed by, any other par­
ticipant, if such officer, director, or employee is
not otherwise a participant.
(3)
Filing of information required by Form
F-6. (i) No solicitation subject to this para­
graph (i) shall be made by any person other
than the management of the bank unless at least
five business days prior thereto, or such shorter
period as the Board may authorize upon a show­
ing of good cause therefor, there has been filed
with the Board and with each exchange upon
which any security of the bank is listed, by or
on behalf of 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 made by the
management of the bank, or such longer period
as the Board may authorize upon a showing of
good cause therefor, there shall be filed with the
Board and with each exchange upon which any
security of 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 man­
agement or any other person has been made, or
if proxy material is ready for distribution, prior
to a solicitation subject to this paragraph (i) in
opposition thereto, a statement in duplicate con­
taining the information specified in Form F-6

REGULATION F

shall be filed by or on behalf of each participant
in such prior solicitation, other than the bank,
as soon as reasonably practicable after the com­
mencement of the solicitation in opposition
thereto, with the Board and with each exchange
on which any security of the bank is listed.
(iv) If, subsequent to the filing of the
statements required by subparagraphs (i), (ii),
and (iii) above, additional persons become 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 of 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
may authorize upon a showing of good cause
therefor.
(v) If any material change occurs in the
facts reported in any statement filed by or on
behalf of any participant, an appropriate amend­
ment to such statement shall be filed promptly
with the Board and each appropriate exchange.
(vi) Each statement and amendment thereto
filed pursuant to this paragraph (i) shall be part
of the official public files of the Board and shall
be deemed a communication subject to the pro­
visions of paragraph (h) of this § 206.5.
(4)
Solicitations prior to furnishing required
Statement. Notwithstanding the provisions of
§ 206.5(a), a solicitation subject to this para­
graph (i) may be made prior to furnishing
security holders a written Statement containing
the information specified in Form F-5 with re­
spect to such solicitation if (i) the statements
required by subparagraph (3) of this paragraph
(i) are filed by or on behalf of each participant
in such solicitation; (ii) no form of proxy is
furnished to security holders prior to the time
the Statement is furnished to security holders,
except that this clause (ii) shall not apply where
a Statement then meeting the requirements of
Form F-5 has been furnished to security holders;
(iii) at least the information specified in Items
2(a) and 3(a) of the statement required by subparagraph (3) of this paragraph (i) to be filed
by each participant, or an appropriate summary
thereof, is included in each communication sent
or given to security holders in connection with

REGULATION F

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 § 206.5(a)
shall be filed with the Board in preliminary form,
at least five business days prior to the date copies
of such material are first sent or given to security
holders, or such shorter period as the Board may
authorize upon a showing of good cause therefor.
(6) Application of this paragraph to annual re­
port. Notwithstanding the provisions of § 206.5(c),
three copies of any portion of the annual report
referred to in that paragraph that comments upon
or refers to any solicitation subject to this 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 of the annual report shall be filed with the
Board in preliminary form at least five business
days prior to the date copies of the report are
first senti or given to security holders.
(7) Application of paragraph (f). The pro­
visions of subparagraphs (3 ), (4 ), (5 ), (6 ), and
(7) of paragraph (f) of this § 206.5 shall apply,
to the extent pertinent, to soliciting material sub­
ject to subparagraphs (5) and (6) of this para­
graph (i).
(8) Use of reprints or reproductions. In any
solicitation subject to this paragraph (i), solic­
iting material that includes, in whole or in part,
any reprints or reproductions of any previously
published material shall:
(i) state the name of the author and publica­
tion, the date of prior publication, and identify
any person who is quoted without being named
in the previously published material.
(ii) except in the case of a public, official
document or statement, state whether or not the
consent of the author and publication has been
obtained to the use of the previously published
material as proxy soliciting material.
(iii) if any participant using the previously
published material, or anyone on his behalf, paid,

(PROXY STATEMENTS) § 206.5

directly or indirectly, for the preparation or prior
publication of 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 of such material,
state the circumstances.
(j) Prohibition of certain solicitations. No
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 of security holders. (1) If any
security holder entitled to vote at a meeting of
security holders of the bank shall submit to the
management of the bank, within the time herein­
after specified, a proposal which is accompanied
by notice of his intention to present the proposal
for action at the meeting, the management shall
set forth the proposal in its proxy statement and
shall identify it in its form of proxy and provide
means by which security holders can approve or
disapprove the proposal. The management of the
bank shall not be required by this section to in­
clude the proposal in its proxy statement for an
annual meeting unless the proposal is submitted
to management not less than 60 days in advance
of a day corresponding to the first date on which
the management’s Statement was released to secu­
rity holders in connection with the preceding an­
nual meeting of security holders. A proposal to
be presented at any other meeting shall be sub­
mitted to the management of the bank a reason­
able time before the solicitation is made. This
paragraph (k) shall not apply, however, to elec­
tions to office.
(2)
If the management opposes the proposal, it
shall also, at the written request of the security
holder, include in the proxy statement (i) the
name and address of the security holder, or a
statement that such name and address will be fur­
nished upon request, and (ii) a statement of the
security holder (which shall not include such
name and address) of not more than 100 words
in support of the proposal. The statement and re­
quest of the security holder shall be furnished to
the management at the same time that the pro­

§ 206.5 (PROXY STATEMENTS)

posal is furnished. Neither the management nor
the bank shall be responsible for such statement.
(3) Notwithstanding subparagraphs (1) and
(2) of this paragraph, the management may omit
a proposal and any statement in support thereof
from its proxy statement and form of proxy under
any of the following 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 of a recommenda­
tion or request that the management take action
with respect to a matter relating to the conduct of
the ordinary business operations of 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 manage­
ment, or principally for the purpose of promoting
general economic, political, racial, religious, so­
cial, or similar causes; or
(iv) if the management has at the security
holder’s request included a proposal in its proxy
statement and form of proxy relating to either of
the two preceding annual meetings of 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
management’s proxy statement and form of 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 of 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 of 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 of its latest submission less

REGULATION F

than 20 per cent of 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.
(4)
Whenever the management asserts that a
proposal and any statement in support thereof
may properly be omitted from the proxy state­
ment and form of proxy, it shall file with the
Board, not later than 20 days prior to the date the
preliminary copies of the proxy statement and
form of 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 propo­
sal and any statement in support thereof as re­
ceived from the security holder, together with a
statement of the reasons why the management
deems such omission to be proper in the par­
ticular case, and, where such reasons are based
on matters of law, a supporting opinion of coun­
sel. The management shall at the same time, if
it has not already done so, notify the security
holder submitting the proposal of its intention
to omit the proposal from its proxy statement
and shall forward to him a copy of the statement
of the reasons why the management deems the
omission of the proposal to be proper and a copy
of such supporting opinion of counsel.
(/) Invitations for tenders. (1) No person, di­
rectly or indirectly, by use of the mails or by any
means or instrumentality of interstate commerce
or of any facility of a national securities exchange
or otherwise, shall make a tender offer for, or a
request or invitation for tenders of, any class of
any equity security, which is registered pursuant
to section 12 of the Act, of a member State bank
if, after consummation thereof, such person would,
directly or indirectly, be the beneficial owner of
more than 10 per cent of such class, unless, at
the time copies of 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 l : Provided, however, That
any person making a tender offer for or a request
or invitation for tenders which commenced prior
to August 6, 1968, shall, if such offer, request or
invitation continues after such date, file the state­

REGULATION F

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 who filed such statement
shall promptly file with the Board an amendment
disclosing such change.
(3) All requests or invitations for tenders or
advertisements making a tender offer or request­
ing or inviting tenders shall contain the name of
the persons making such requests, invitations, or
advertisements and the information required by
Items 2(a) 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 of the statement
required by subparagraph (1).
(4) Any additional material soliciting or re­
questing such tender offers subsequent to the in­
itial solicitation or request shall contain the name
of the persons making such solicitation or request
and the information required by Items 2(a) and
(c), 3, 4, 5 and 6 of Form F - l l , or a fair and
adequate summary thereof: Provided, however,
That such material may omit any of such informa­
tion previously furnished to the persons solicited
or requested for tender offers. Copies of 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.
(m) Recommendations as to tender offers. (1)
N o solicitation or recommendation to the holders
of a security to accept or reject a tender offer or
request or invitation for tenders subject to section
14(d) of the Act shall be made unless, at the time
copies of the solicitation or recommendation are
first published or sent or given to holders of the
security, the person making such solicitation or
recommendation has filed with the Board a state­
ment containing the information specified by
Form F-12: Provided, however, That this para­
graph shall not apply to (i) a person required
by § 206.5(/) to file a statement, or (ii) a person,
other than the bank or the management of
the bank, who makes no written solicitations or
recommendations other than solicitations or rec­
ommendations copies of which have otherwise
been filed with the Board: And, provided further,
That any person making a solicitation or recom­

(PROXY STATEMENTS) § 206.5

mendation to the holders of a security to accept
or reject a tender offer or request or invitation
for tenders which solicitation or recommendation
commenced prior to August 6, 1968 shall, if such
solicitation or recommendation continues after
such date, file the statement required by this para­
graph 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 who filed such statement
shall promptly file with the Board an amendment
disclosing such change.
(3) Any written solicitation or recommenda­
tion to the holders of a security to accept or reject
a tender offer or request or invitation for tenders
subject to section 14(d) of the Act shall include
the name of the person making such solicitation
or recommendation and the information required
by Items 1(b) and 2(b) of Form F-12, or a fair
and adequate summary thereof: Provided, how­
ever, That such written solicitation or recommen­
dation may omit any of such information previ­
ously furnished to the persons to whom the solici­
tation or recommendation is made.
(n) Change in majority of directors. If, pur­
suant to any arrangement or understanding with
the person or persons acquiring securities in a
transaction subject to section 13(d) or 14(d) of
the Act, any persons are to be elected or designa­
ted as directors of the bank, otherwise than at
a meeting of security holders, and the persons so
elected or designated will constitute a majority of
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 may authorize upon a showing
of good cause therefor, the bank shall file with the
Board and transmit to all holders of record of se­
curities of the bank who would be entitled to vote
at a meeting for election of directors, information
substantially equivalent to the information which
would be required by Items 5(a), (d), (e) and
(f), 6 and 7 of Form F-5 to be transmitted if
such person or persons were nominees for elec­
tion as directors at a meeting of such security
holders.
(o)
Solicitation prior to furnishing required
proxy statement. (1) Notwithstanding the pro­
visions of § 206.5(a), a solicitation (other than

§ 206.6 (INSIDERS’ REPORTS)

REGULATION F

(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
another or an additional relationship to the bank;
for example, when an officer becomes a director.
(3) Any bank that has equity securities listed
on more than one national securities exchange
may designate one of them as the only exchange
with which reports pursuant to section 16(a) need
be filed. Such designation shall be filed with the
Board and with each national securities exchange
on which any equity security of the bank is listed.
After the filing of such designation the securities
of such bank shall be exempted with respect to
the filing of statements pursuant to section 16(a)
with any exchange other than the designated ex­
change.
(b) Ownership of more than 10 per cent of an
equity security. In determining, for the purpose
of section 16(a), whether a person is the bene­
ficial owner, directly or indirectly, of more than
10 per cent of any class of equity security of a
bank, such class shall be deemed to consist of the
total amount of such class that has been issued,
regardless of whether any part of such amount
is held by or for the account of the bank.
(c) Disclaimer of beneficial ownership. Any
person filing a statement may expressly declare
therein that the filing of such statement shall
not be construed as an admission that such per­
son is, for the purpose of section 16, the bene­
ficial owner of any equity securities covered by
the statement.
SECTION 206.6— “INSIDERS’ ”
(d) Ownership of securities held in trust.
SECURITIES TRANSACTIONS AND
(1) Beneficial ownership of a bank’s securities
REPORTS U N D ER SECTION 16
for the purpose of section 16(a) shall include:
O F T H E ACT
(i) the ownership of such securities as a
trustee where either the trustee or members of
(a)
Filing of statements by directors, officers, his immediate family have a vested interest in
and principal stockholders. (1) Initial statements
the income or corpus of the trust,
of beneficial ownership of equity securities of a
(ii) the ownership of a vested beneficial in­
bank required by section 16(a) of the Act, and
terest in a trust, and
statements of changes in such beneficial owner­
(iii) the ownership of such securities as a
ship, shall be prepared and filed in accordance
settlor of a trust in which the settlor has the
with the requirements of Form F-7 and Form
power to revoke the trust without obtaining the
F-8, respectively.
consent of all beneficiaries.
one subject to § 206.5(i)) may be made prior to
furnishing security holders a written proxy state­
ment containing the information specified in
Form F-5 with respect to such solicitation if—
(1) The solicitation is made in opposition to a
prior solicitation or an invitation for tenders or
other publicized activity, which if successful,
could reasonably have the effect of defeating the
action proposed to be taken at the meeting;
(ii) N o form of proxy is furnished to security
holders prior to the time the written proxy state­
ment required by § 206.5(a) is furnished to
security holders: Provided, however, That this
subparagraph (ii) shall not apply where a proxy
statement then meeting the requirements of Form
F-5 has been furnished to security holders by or
on behalf of the person making the solicitation;
(iii) The identity of the person or persons by or
on whose behalf the solicitation is made and a
description of their interests, direct or indirect, by
security holdings or otherwise, are set forth
in each communication sent or given to security
holders in connection with the solicitation; and
(iv) A written proxy statement meeting the
requirements of this section is sent or given to
security holders at the earliest practicable date.
(2) Three copies of any soliciting material pro­
posed to be sent or given to security holders prior
to the furnishing of the written proxy statement
required by § 206.5(a) shall be filed with the
Board in preliminary form at least 5 business
days prior to the date definitive copies of such
material are first sent or given to security holders,
or such shorter period as may be authorized.

REGULATION F

(2) Except as provided in subparagraph (3)
of this paragraph (d ), beneficial ownership of
securities of registrant banks solely as a settlor
or beneficiary of a trust shall be exempt from
the provisions of section 16(a) where less than
20 per cent in 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 section 16(a) or would be re­
quired but for an exemption by the Securities
and Exchange Commission, the Comptroller of
the Currency, or the Federal Deposit Insurance
Corporation similar to the exemption provided
for by this sentence. Exemption from section
16(a) is likewise accorded with respect to any
obligation that would otherwise be imposed solely
by reason of ownership as settlor or beneficiary
of a bank’s securities held in trust, where the
ownership, acquisition, or disposition of such
securities by the trust is made without prior ap­
proval by the settlor or beneficiary. No exemption
pursuant to this subparagraph shall, however, be
acquired or lost solely as a result of changes in
the value of the trust assets during any fiscal
year or during any time when there is no trans­
action by the trust in the securities otherwise
subject to the reporting requirements of section
16(a).
(3) In the event that 10 per cent of any class
of any equity security of a bank is held in a trust,
that trust and the trustees thereof as such shall be
deemed a person required to file the reports speci­
fied in section 16(a).
(4) N ot more than one report need be filed
to report any holdings of a bank’s securities or
with respect to any transaction in such securities
held by a trust, regardless of the number of
officers, directors, or 10-per cent stockholders who
are either trustees, settlors, or beneficiaries of a
trust if the report filed discloses the names of all
trustees, settlors, and beneficiaries who are officers,
directors, or 10-per cent stockholders. A person
having an interest only as a beneficiary of a trust
shall not be required to file any such report so
long as he relies in good faith upon an under­
standing that the trustee of such trust will file

(INSIDERS' REPORTS) § 206.6

whatever reports might otherwise be required of
such beneficiary.
(5) In determining, for the purposes of par­
agraph (a) of this § 206.6, whether a person is
the beneficial owner, directly or indirectly, of
more than 10 per cent of any class of equity
security of a bank, the interest of such person in
the remainder of a trust shall be excluded.
(6) No report shall be required by any per­
son, whether or not otherwise subject to the
requirement of filing reports under section 16(a),
with respecf to his indirect interest in portfolio
securities held by
(i) any holding company registered under
the Public Utility Holding Company Act,
(ii) any investment company registered un­
der the Investment Company Act,
(iii) a pension or retirement plan holding
securities of a bank whose employees generally
are the beneficiaries of the plan,
(iv) a business trust with over 25 bene­
ficiaries.
(e) Certain transactions subject to section
16(a). The acquisition or disposition of any trans­
ferable option, put, call, spread, or straddle shall
be deemed such a change in the beneficial owner­
ship of the bank’s security to which such privilege
relates as to require the filing of a statement
reflecting the acquisition or disposition of such
privilege. Nothing in this paragraph (e), however,
shall exempt any person from filing the statements
required upon the exercise of such option, put,
call, spread, or straddle.
(f) Exemption from section 16 of securities
purchased or sold by odd-lot dealers. A bank’s
securities purchased or sold by an odd-lot dealer
(1) in odd lots so far as reasonably necessary
to carry on odd-lot transactions, or (2) in round
lots to offset odd-lot transactions previously or
simultaneously executed or reasonably anticipated
in the usual course of business, shall be exempt
from the provisions of section 16 with respect to
participation by such odd-lot dealer in such trans­
actions.
(g) Exemption of small transactions from
section 16(a). (1) Any acquisition of a bank’s
securities shall be exempt from section 16(a)
where
(i) the person effecting the acquisition does

§ 206.6 (INSIDERS’ REPORTS)

REGULATION F

tions that need not be reported under section
not within six months thereafter effect any dis­
position, otherwise than by way of gift, of secu­
16(a). Any transaction that has been or shall be
rities of the same class, and
exempted by the Board from the requirements of
(ii)
the person effecting such acquisitionsection 16(a) shall, insofar as it is otherwise sub­
does not participate in acquisitions or in dis­
ject to the provisions of section 16(b), be like­
positions of securities of the same class having
wise exempted from section 16(b).
a total market value in excess of $3,000 for any
(j) Exemption from section 16(b) of certain
six-month period during which the acquisition
transactions by registered investment companies.
occurs.
Any transaction of purchase and sale, or sale
(2) Any acquisition or disposition of a bank’s
and purchase, of any equity security of a bank
securities by way of gift, where the total amount
shall be exempt from the operation of section
of such gifts does not exceed $3,000 in market
16(b), as not comprehended within the purpose
value for any six-month period, shall be exempt
of that section, if the transaction is effected by
from section 16(a) and may be excluded from
an investment company registered under the In­
the computations prescribed in subparagraph
vestment Company Act of 1940 and both the
(1) (ii) of this paragraph (g).
purchase and sale of such security have been
(3) Any person exempted by subparagraph
exempted from the provisions of section 17(a)
(1) or (2) of this paragraph (g) shall include
of the Investment Company Act of 1940 by an
in the first report filed by him after a transac­
order of the Securities and Exchange Commission
tion within the exemption a statement showing
entered pursuant to section 17(b) of that Act.
his acquisitions and dispositions for each six(k) Exemption from section 16(b) of certain
month period or portion thereof that has elapsed
transactions effected in connection with a distri­
since his last filing.
bution. (1) Any transaction of purchase and sale,
(h) Temporary exemption of certain persons
or sale and purchase, of an equity security of a
from sections 16(a) and (b). During the period
bank that is effected in connection with the dis­
of 12 months following their appointment and
tribution of a substantial block of such securities
qualification, a bank’s securities held by the fol­
shall be exempt from the provisions of section
lowing persons shall be exempt from sections
16(b), to the extent specified in this paragraph
16(a) and 1 6 (b ):
(k ), as not comprehended within the purpose of
(1) executors or administrators of the es­
said section, upon the following conditions:
tate of a decedent;
(i) The person effecting the transaction is
(2) guardians or committees for an incom­
engaged in the business of distributing securities
petent; and
and is participating in good faith, in the ordinary
(3) receivers, trustees in bankruptcy, as­
course of such business, in the distribution of
signees for the benefit of creditors, conservators,
such block of securities;
liquidating agents, and similar persons duly au­
(ii) The security involved in the transac­
thorized by law to administer the estate or assets
tion is (a) a part of such block of securities and
of other persons.
is acquired by the person effecting the transac­
A fter the 12-month period following their ap­
tion, with a view to the distribution thereof, from
pointment and qualification the foregoing persons
the bank or other person on whose behalf such
shall be required to file reports under section
securities are being distributed or from a person
16(a) with respect to a bank’s securities held by
who is participating in good faith in the distribu­
the estates that they administer and shall be liable
tion of such block of securities, or (b) a security
for profits realized from trading in such securities
purchased in good faith by or for the account of
pursuant to section 16(b) only when the estate
the person effecting the transaction for the pur­
being administered is a beneficial owner of more
pose of stabilizing the market price of securities
than 10 per cent of any class of equity security
of the class being distributed or to cover an overof a bank.
allotment or other short position created in con­
(i) Exemption from section 16(b) of transac­
nection with such distribution; and

REGULATION F

(INSIDERS’ REPORTS) § 206.6

(iii)
Other persons not within the purview the bank to whom stock may be allocated (or
to whom qualified, restricted, or employee stock
of section 16(b) are participating in the distribu­
purchase plan stock options may be granted pur­
tion of such block of securities on terms at least
suant to the plan) or the determination of the
as favorable as those on which such person is
number or maximum number of shares of stock
participating and to an extent at least equal to
that may be allocated to any such director or
the aggregate participation of all persons ex­
officer (or that may be covered by qualified, re­
empted from the provisions of section 16(b) by
stricted, or employee stock purchase plan stock
this paragraph (k). However, the performance of
options granted to any such director or officer)
the functions of manager of a distributing group
is subject to the discretion of any person, then
and the receipt of a bona fide payment for per­
such discretion shall be exercised only as follows:
forming such functions shall not preclude an
exemption that would otherwise be available
(i) With respect to the participation of di­
under this paragraph.
rectors (a) by the board of directors of the bank,
(2)
The exemption of a transaction pursuant a majority of which board and a majority of the
directors acting in the matter are disinterested
to this paragraph (k) with respect to the par­
persons; (b) by, or only in accordance with the
ticipation therein of one party thereto shall not
recommendation of, a committee of three or more
render such transaction exempt with respect to
persons having full authority to act in the matter,
participation of any other party therein unless
all of the members of which committee are dis­
such other party also meets the conditions of
interested persons; or (c) otherwise in accordance
this paragraph.
(1)
Exemption from section 16(b) of acqui­ with the plan, if the plan specifies the number or
maximum number of shares of stock that directors
sitions of shares of stock and stock options un­
may
acquire (or that may be subject to qualified,
der certain stock bonus, stock option, or similar
restricted, or employee stock purchase plan stock
plans. Any acquisition of shares of a bank’s stock
options granted to directors) and the terms upon
(other than stock acquired upon the exercise of
which and the times at which, or the periods with­
an option, warrant, or right) pursuant to a stock
in which, such stock may be acquired (or such
bonus, profit sharing, retirement, incentive, thrift,
options
may be acquired and exercised); or sets
savings, or similar plan, or any acquisition
of a
forth, by formula or otherwise, effective and
qualified or restricted stock option pursuant to a
limitations with respect to the fore­
qualified or restricted stock option plan, or
ofdeterminable
a
going based upon earnings of the bank, dividends
stock option pursuant to an employee stock
pur­
paid, compensation received by participants, op­
chase plan, by a director or officer of the bank
tion prices, market value of shares, outstanding
issuing such stock or stock option shall be exempt
shares or percentages thereof outstanding from
from the operation of section 16(b) if the plan
time to time, or similar factors.
meets the following conditions:
(ii) With respect to the participation of offi­
(1) The plan has been duly approved, directly
cers who are not directors (a) by the board of
or indirectly,
directors of the bank or a committee of three
(i) by the holders of a majority of the securi­
or more directors; or (b) by, or only in accord­
ties of the bank present, or represented, and en­
ance
with the recommendations of, a committee
titled to vote at the meeting at which it was ap­
of three or more persons having full authority
proved, or by the written consent of the holders
to act in the matter, all of the members of which
of a majority of the securities of the bank en­
committee
are disinterested persons.
titled to vote, or
For
the
purposes of this subparagraph (2), a
(ii) by the holders of a majority of the se­
director
or
committee member shall be deemed
curities of a predecessor so entitled to vote, if
to be a disinterested person only if such person
the plan or obligations to participate thereunder
is not at the time such discretion is . exercised
were assumed by the bank in connection with the
succession.
eligible and has not at any time within one year
prior thereto been eligible for selection as a
(2) If the selection of any director or officer of
27

§ 206.6 (INSIDERS’ REPORTS)

person to whom stock may be allocated (or to
whom qualified, restricted, or employee stock
purchase plan stock options may be granted)
pursuant to the plan or any other plan of the
bank or any of its affiliates entitling the partici­
pants therein to acquire stock or qualified, re­
stricted, or employee stock purchase plan stock
options of the bank or any of its affiliates.
(3)
As to each participant or as to all par­
ticipants the plan effectively limits the aggregate
dollar amount or the aggregate number of shares
of stock that may be allocated (or may be sub­
ject to qualified, restricted, or employee stock
purchase 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
percentages thereof outstanding from time to
time, or similar factors that will result in an
effective and determinable limitation. Such limi­
tations may be subject to any provisions for ad­
justment of the plan or of stock allocable (or
options outstanding thereunder) to prevent dilu­
tion or enlargement of rights.
(m) Exemption from section 16(b) of long­
term profits incident to sales within six months
of the exercise of an option. (1) To the extent
specified in subparagraph (2) below, transac­
tions 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 comprehended 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
employment contract entered into more than
six months before its exercise.
(2)
W ith respect to transactions specified in
subparagraph (1) above, the profits inuring to
the bank pursuant to section 16(b) shall not ex­
ceed the difference between the proceeds of sale

REGULATION F

and the lowest market price of any security of
the same class within six months before or after
the date of sale. Nothing in this paragraph (m)
shall be deemed to enlarge the amount 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
transaction specified in subparagraph (1) above
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
acquired its assets, where the terms of such plan
or agreement are binding upon all stockholders
of the bank except to the extent that dissenting
stockholders 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 para­
graph (m ) shall not apply to any transaction
made unlawful by section 16(c) or by any regu­
lations thereunder.
(5) The burden of establishing market price
of a security for the purpose of this paragraph
(m) shall rest upon the person claiming the
exemption.
(n) Exemption of certain securities from sec­
tion 16(c). Any equity security of a bank shall
be exempt from the operation of section 16(c)
to the extent necessary to render lawful under
such section the execution by a broker of an
order for an account in which he had no direct
or indirect interest.
(0) Exemption from section 16(c) of certain
transactions effected in connection with a dis­
tribution. Any equity security of a bank shall be
exempt from the operation of section 16(c) to
the extent necessary to render lawful under such
section any sale made by or on behalf of a dealer
in connection with a distribution of a substantial
block of the bank’s securities, upon the following
conditions:
(1) The sale is made with respect to an over­
allotment in which the dealer is participating as
a member of an underwriting group, or the dealer

REGULATION F

or a person acting on his behalf intends in good
faith to offset such sale with a security to be
acquired by or on behalf of the dealer as a par­
ticipant in an underwriting, selling, or soliciting-dealer group of which the dealer is a member
at the time of the sale, whether or not the security
to be so acquired is subject to a prior offering to
existing security holders or some other class of
persons; and

(FINANCIAL STATEMENTS) § 206.7

those to be received by him pursuant to his right
of acquisition.
(q) Arbitrage transactions under section 16.
It shall be unlawful for any director or officer
of a bank to effect any foreign or domestic
arbitrage transaction in any equity security of
the bank unless he shall include such transaction
in the statements required by section 16(a) of
the Act and § 206.6(a) and shall account to such
(2)
Other persons not within the purview of bank for the profits arising from such transaction,
as provided in section 16(b). The provisions of
section 16(c) are participating in the distribu­
section 16(c) shall not apply to such arbitrage
tion of such block of securities on terms at least
transactions. The provisions of § 206.6(a) and of
as favorable as those on which such dealer is
section 16 shall not apply to any bona fide foreign
participating and to an extent at least equal to
or domestic arbitrage transaction insofar as it is
the aggregate participation of all persons ex­
effected by any person other than such director
empted from the provisions of section 16(c) by
or officer of the bank issuing such security.
this paragraph (o). The performance of the func­
tions of manager of a distributing group and the
SECTION 206.7— FORM AND CONTENT
receipt of a bona fide payment for performing
OF FINANCIAL STATEMENTS
such functions shall not, however, preclude an
exemption that would otherwise be available un­
der this paragraph.
(a) Principles of financial reporting. Financial
statements filed with the Board pursuant to this
(p) Exemption of sales of securities to be ac­
Part shall be prepared in accordance with gener­
quired. (1) Whenever any person is entitled, as
ally accepted accounting principles and practices
an incident to his ownership of an issued equity
applicable to banks. The Board may from time
security of a bank and without the payment of
to time issue releases on accounting principles and
consideration, to receive another security of the
practices to be used with respect to specific areas.
bank “when issued” or “when distributed”, the
(b) Verification. (1) General.
security to be acquired shall be exempt from the
(i) Every verification with respect to fi­
operation of section 16(c) if
nancial
statements filed pursuant to this Part
(i) the sale is made subject to the same
shall
be
dated,
shall be signed manually, and shall
conditions as those attaching to the right of
identify
without
detailed enumeration the financial
acquisition,
*
statements covered by the verification.
(ii) such person exercises reasonable dili­
(ii) If the person or persons making a veri­
gence to deliver such security to the purchaser
fication considers that he must take exceptions
promptly after his right of acquisition matures,
or express qualifications with respect thereto, each
and
such exception or qualification shall be stated
(iii) such person reports the sale on the
specifically and clearly and, to the extent prac­
appropriate form for reporting transactions by
ticable, shall indicate the effect of the matter on
persons subject to section 16(a).
the financial statements to which it relates.
(2)
This paragraph (p) shall not be construed
(2)
Opinions to be expressed by principal ac­
as exempting transactions involving both a sale
counting officer and auditor. Every verification by
of a security “when issued” or “when distributed”
a bank’s principal accounting officer and auditor
and a sale of the security by virtue of which the
shall state:
seller expects to receive the “when-issued” or
(i)
The opinions of such persons with re­
“when-distributed” security, if the two transac­
spect to the financial statements covered by the
tions combined result in a sale of more units than
verification and the accounting principles and
practices reflected therein; and
the aggregate of those owned by the seller plus

§ 206.7 (FINANCIAL STATEMENTS)

REGULATION F

(iii)
Opinions to be expressed. The inde­
(ii)
The opinions of such persons as to any
pendent public accountant’s certificate shall state:
material changes in accounting principles or
(a) The opinion of the accountant with
practices or in the method of applying the ac­
respect to the financial statements covered by
counting principles or practices, or adjustments
the certificate and the accounting principles and
of the accounts, required to be set forth by
practices reflected therein;
paragraph (c )(5 ) of this § 206.7.
(b) The opinion of the accountant as to
(3)
Certification by independent public ac­
any material changes in accounting principles or
countants—
practices or in the method of applying the ac­
(i) Qualifications of independent public
counting principles or practices, or adjustments
accountants.
of the accounts, required to be set forth by para­
(a ) The Board will not recognize any
graph (c )(5 ) of this § 206.7; and
person as an independent public accountant who
(c) The nature of, and the opinion of the
is not registered or licensed to practice as "a. public
accountant as to, any material differences be­
accountant by a regulatory authority of a State
tween the accounting principles and practices
and in good standing with such authority as
reflected in the financial statements and those
such an accountant.
reflected in the accounts after the entry of ad­
( b ) The Board will not recognize as in­
justments for the period under review.
dependent a public accountant who is not in fact
(iv)
Certification of financial statements
independent. For example, an accountant will be
by more than one independent public account­
considered not independent with respect to any
ant. If, with respect to the certification of the
person in which he has, or had during the period
financial statements of any bank, the principal
of report, any direct financial interest or material
independent public accountant relies on an ex­
indirect financial interest; or with which he is, or
amination made by another independent public
was during such period connected as a promoter,
accountant of certain of the accounts of such
underwriter, voting trustee, director, officer, or
bank or its affiliates, the certificate of such other
employee.
accountant
shall be filed (and the provisions of
(c) In determining whether a public ac­
this subparagraph shall be applicable thereto);
countant is in fact, independent with respect to
however, the certificate of such other account­
a particular person, the Bpard will give appro­
ant need not be filed (a) if no reference is made
priate consideration to all relevant circumstances,
directly or indirectly to such other accountant’s
including evidence bearing on all relationships
examination in the principal accountant’s cer­
between the accountant and that person or any
tificate, or (b) if, having referred to such other
affiliate thereof, and will not confine itself to the
accountant’s examination, the principal accountant
relationships existing in connection with the filing
states in his certificate that he assumes responsi­
of reports with the Board.
bility for such other accountant’s examination in
(ii) Representations as to the audit. The
the same manner as if it had been made by him.
independent public accountant’s certificate—
(a) shall state whether the audit was
(c)
Provisions of general application. (1) Re­
made in accordance with generally accepted audit­
quirements as to form. Financial statements shall
ing standards; and
be prepared in accordance with the applicable
(b ) shall designate any auditing proce­
requirements of Forms 9A, B, C, and D. All
dures generally recognized as normal (or deemed
money amounts required to be shown in financial
necessary by the accountant under the circum­
statements may be expressed in even dollars or
stances of the particular case) that have been
thousands of dollars. If shown in even thousands,
omitted, and the reasons for their omission, but
an indication to that effect shall be inserted im­
no procedure that independent accountants or­
mediately beneath the caption of the statement
dinarily employ in the course of an audit made
or schedule, or at the top of each money column.
for the purpose of expressing the opinions re­
The individual amounts shown need not be ad­
quired by clause (iii) below shall be omitted.
justed to the nearest dollar or thousand if the

REGULATION F

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.
(2) Items not material. If the amount that would
otherwise be required to be shown with respect
to any item is not material, it need not be separ­
ately set forth.
(3) Inapplicable captions and omission of un­
required or inapplicable financial statements. No
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 applic­
able form.
(4) Additional information. In addition to the
information required with respect to any financial
statement, such further information shall be fur­
nished as is necesary to make the required state­
ments, in the light of the circumstances under
which they are made, not misleading.
(5) Changes in accounting principles and prac­
tices and retroactive adjustments of 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.
(6) Summary of 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 speccific references shall be made in the appropriate
financial statements to the applicable portion of
such single statement.

(FINANCIAL STATEMENTS) § 206.7

(7) Foreign currencies. The basis of conver­
sion of all items in foreign currencies shall be
stated, and the amount and disposition of the
resulting unrealized profit or loss shown. Dis­
closure should be made as to the effect, insofar
as this can be reasonably determined, of foreign
exchange restrictions upon the consolidated fi­
nancial position and operating results of the bank
and its subsidiaries.
(8) Commitments. 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, or rental of assets under long-term
leases shall be stated briefly in the balance sheet
or in footnotes referred to therein. Where the
rentals or obligations under long-term leases are
material there shall be shown the amounts of
annual rentals under such leases with some indi­
cation of the periods for which they are payable,
together with any important obligation assumed
or guarantee made in connection therewith. If
the rentals are conditional, the minimum annual
amounts shall be stated, unless inappropriate in
the circumstances.
(9) General 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) Assets subject to lien. The 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) Intercompany 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 or expense, an estimate or
explanation shall be given.
(iii) Preferred shares. (a) If callable, the
date or dates and the amount per share at which
such shares are callable shall be stated; (b) Arrears
in cumulative dividends per share and in total
for each class of shares shall be stated; (c) Pref­
erences on involuntary liquidation, if other than
the par or stated value, shall be shown. When the
excess involved is material, there shall be shown

§ 206.7 (FINANCIAL STATEMENTS)

the difference between the aggregate preference
on involuntary liquidation and the aggregate par
or stated value, a statement that this difference
(plus any arrears in dividends) exceeds the sum
of the par or stated value of the junior capital
shares, surplus, and undivided profits if such is the
case, and a statement as to the existence (or ab­
sence) of any restrictions upon surplus an 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 retirement plans, (a) A brief
description of the essential provisions of any em­
ployee 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
provide for the past-service cost of the plan shall
be disclosed.
(v) Capital stock, optioned to officers and
employees.
(a) A brief description of the terms of
each option arrangement shall be given, includ­
ing the title and amount of securities subject to
the option, the year or years during which the
options were granted, and the year or years dur­
ing which the optionees became, or will become,
entitled to exercise the options;
(b) There shall be stated the number of
shares under option at the balance sheet date,
and the option price and the fair value thereof
(per share and in total) at the dates the options
were granted; the number of shares with respect
to which options became exercisable during the
period, and the option price and the fair value
thereof (per share and in total) at the dates the
options became exercisable; and the number of
shares with respect to which options were ex­
ercised during the period, and the option price
and the fair value thereof (per share and in total)
at the dates the options were exercised. The re­
quired information may be summarized as ap­
propriate with respect to each of the categories
referred to in this subclause (b);
( c ) The basis of accounting for such op­
tion arrangements and the amount of charges, if

REGULATION F

any, reflected in income with respect thereto shall
be stated.
(vi) Restrictions that limit the availability of
surplus an d /o r undivided profits for dividend pur­
poses. Any such restriction, other than as re­
ported in subparagraph (9) (iii) of this paragraph
(c) shall be described, indicating briefly its source,
its pertinent provisions, and, where appropriate
and determinable, the amount of the surplus
an d/o r undivided profits so restricted.
(vii) Contingent liabilities. A brief statement
as to contingent liabilities not reflected in the bal­
ance sheet shall be made.
(10) General notes to statements of income.
If present with respect to the person for which
the statement is filed, the following shall be set
forth in the statement of income or in referenced
notes thereto:
(i) Intercompany profits and losses. The
amount of any profits or losses resulting from
transactions between unconsolidated affiliated
companies shall be stated. If impracticable of
determination without unreasonable effort and
expense, an estimate or explanation shall be given.
(ii) Depreciation and amortization. For the
period for which statements of income are filed,
there shall be stated the policy followed with
respect to: (a) The provision for depreciation of
physical properties or valuation allowances cre­
ated in lieu thereof, including the methods and,
if practicable, the rates used in computing the
annual amounts; ( b ) The provision for deprecia­
tion and amortization of intangibles, or valuation
allowances created in lieu thereof, including the
methods and, if practicable, the rates used in
computing the annual amounts; (c) The account­
ing treatment for maintenance, repairs, renewals,
and improvements; and (d ) The adjustment of
the accumulated valuation allowances for depreci­
ation and amortization at the time the properties
were retired or otherwise disposed of, including
the disposition made of any profit or loss on sale
of such properties.
(d)
Consolidated financial statements. (1) Con­
solidated statements generally present more mean­
ingful information to the investor than unconsoli­
dated statements. Except where good reason
exists, consolidated statements of the bank and

REGULATION F

its majority-owned significant subsidiaries should
be filed.
(2) Every majority-owned bank-premises sub­
sidiary and every majority-owned subsidiary
operating under the provisions of 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 bank’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 bank’s
books, and the bank’s equity in the net assets
of sush subsidiaries as shown by the subsidiaries’
books. If any such difference exists, there shall
be set forth the amount of the difference and the
disposition made thereof in preparing the con­
solidated statements, naming the balance sheet
captions and stating the amount included in each.

(FINANCIAL STATEMENTS) § 206.7

(5) Minority interests in the net assets of sub­
sidiaries consolidated shall be shown in each
consolidated balance sheet. The aggregate amount
of profit or loss accruing to minority interests shall
be stated separately in each consolidated statement
of income.
(6) In general, intercompany items and trans­
actions shall be eliminated. If not eliminated, a
statement of the reasons for inclusion and the
methods of treatment shall be made.
(e) Statement of changes in capital accounts.
A statement of changes in capital accounts shall
be filed with each statement of income filed pur­
suant to this Part.
(f) Schedules to be filed. (1) The following
schedules shall be filed with each balance sheet
filed pursuant to this Part: Schedule I— U.S.
Treasury Securities, Securities of other U. S.
Government Agencies and Corporations, and Ob­
ligations of States and Political Subdivisions;
Schedule II— Other Securities; Schedule III—
Other Loans; Schedule IV— Bank Premises and
Equipment; Schedule V— Investments in, Divi­
dend Income from, and Share in Earnings or
Losses of Unconsolidated Subsidiaries; and Sched­
ule VI— “Other” Liabilities for Borrowed Money.
(2) The following schedule shall be filed with
each statement of income filed pursuant to this
Part: Schedule VII—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.

REGULATION F

APPENDIX
APPENDIX

(10) The term “security” means any note, stock,
treasury stock, bond, debenture, certificate of
SECURITIES EXCHANGE ACT OF 1934
interest or participation in any profit-sharing
agreement or in any oil, gas, or other mineral
Act of June 6, 1934 (48 Stat. 881)
royalty or lease, any collateral-trust certificate,
(U.S. Code, Title 15, Sec. 78)
preorganization certificate or subscription, trans­
ferable share, investment contract, voting-trust
D EFINITIONS
certificate, certificate of deposit, for a security,
Sec . 3. (a) When used in this title, unless the
or in general, any instrument commonly known
context otherwise requires—
as a “security”; or any certificate of interest or
participation in, temporary or interim certificate
(1)
The term “exchange” means any organiza­
for, receipt for, or warrant or right to subscribe
tion, association, or group of persons, whether
to or purchase, any of the foregoing; but shall not
incorporated or unincorporated, which constitutes,
include currency or any note, draft, bill of ex­
maintains, or provides a market place or facilities
change, or banker’s acceptance which has a ma­
for bringing together purchasers and sellers of
turity at the time of issuance of not exceeding
securities or for otherwise performing with re­
nine months, exclusive of days of grace, or any
spect to securities the functions commonly per­
renewal thereof the maturity of which is likewise
formed by a stock exchange as that term is gen­
limited.
erally understood, and includes the market place
and the market facilities maintained by such
(11) The term “equity security” means any
exchange.
stock
or similar security; or any security con­
* * *
vertible, with or without consideration, into such
(7)
The term “director” means any director of a security; or carrying any warrant or right to
a corporation or any person performing similar
subscribe to or purchase such a security; or any
functions with respect to any organization,
such warrant or right; or any other security which
whether incorporated or unincorporated.
the Commission shall deem to be of similar na­
*
*
*
ture and consider necessary or appropriate, by
(9)
The term “person” means an individual, a such rules and regulations as it may prescribe in
the public interest or for the protection of in­
corporation, a partnership, an association, a jointvestors, to treat as an equity security.
stock company, a business trust, or an unincor­
*
*
H=
porated organization.
*

*

*

[U.S.C., title 15, sec. 78c.]

(Revised Dec. 31, 1969)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-2
ANNUAL REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
For the fiscal year ended________________
(Exact name of bank as specified in charter)
(Address of principal office)
GENERAL INSTRUCTIONS
A. Preparation of report. This form is not
to be used as a blank form to be filled in but
only as a guide in the preparation of an annual
report. The report shall contain the numbers
and captions of all items required to be an­
swered, but the text of such items may be
omitted if the answers with respect thereto are
prepared in the manner specified in section
206.4(s) of this Part. Particular attention should
be given to the definitions in section 206.2 and
the general requirements in section 206.4 of this
Part. Except as otherwise stated, the informa­
tion required shall be given as of the end of the
bank’s fiscal year, or as of the latest practicable
date subsequent thereto.
B. Reports by banks filing proxy statements
and statements where management does not
solicit proxies. Items 4 through 6 shall not
be restated or answered by any bank that, since
the close of its fiscal year, has filed with the
Board, with respect to an election of directors,
a proxy statement or statement where manage­
ment does not solicit proxies pursuant to section
206.5(a) of this Part. The incorporation of
such Statement by reference in answer to such
items is not required. Any financial statements
contained in such Statement or in an annual
report to security holders furnished to the Board
pursuant to section 206.5(c) of this Part may be
incorporated by reference if such financial state­
ments substantially meet the requirements of
this form.

C. Reports by banks not filing proxy state­
ments or statements where management does
not solicit proxies. Information contained in
an annual report to security holders furnished
to the Board pursuant to Instruction D below,
by any bank not subject to Instruction B, may
be incorporated by reference in answer or par­
tial answer to any item of this form. In addi­
tion, any financial statements contained in any
such annual report may be incorporated by
reference if such financial statements substan­
tially meet the requirements of this form.
D. Annual reports to stockholders. Every
bank that files an annual report on this form
shall furnish to the Board for its information
eight copies of any annual report to security
holders covering such registrant bank’s latest
fiscal year, unless copies thereof are furnished
to the Board pursuant to section 206.5 of this
Part. Such report shall be mailed to the Board
not later than the date on which it is first sent
or given to security holders, but shall not be
deemed to be “filed” with the Board or other­
wise subject to the liabilities of section 18 of
the Act, except to the extent that the bank spe­
cifically requests that it be treated as a part of
its annual report on this form or incorporates
it herein by reference. If no annual report is
submitted to security holders for the bank’s
latest fiscal year, the Board shall be so advised.
INFORMATION REQUIRED IN REPORT
Item 1. Securities registered. As to each class

Form

F-2

(A n n u a l R ep o rt)

of securities of the bank that is registered pur­
suant to section 12 of the Act, state the title of
such class, the name of the exchange, if any, on
which registered, and the number of holders of
record of such class.
Item 2. Parents and subsidiaries of the bank.
Furnish a list or diagram showing the relation­
ship of the bank to all parents and subsidiaries,
and as to each person named indicate the per­
centage of voting securities owned, or other
basis of control, by its immediate parent.
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) subsidi­
aries for which separate financial statements are filed;
(b ) subsidiaries included in the respective consolidated
financial statements; and (c) other subsidiaries, indi­
cating briefly why statements of such subsidiaries are
not filed.
4. Indicate the name of the country in which each
foreign subsidiary was organized.
5. The names of particular subsidiaries may be
omitted if the unnamed subsidiaries, considered in the
aggregate as a single subsidiary, would not constitute
a significant subsidiary.
6. A person, approximately 50 per cent of whose
voting securities are owned, directly or indirectly, by
the bank, and approximately 50 per cent of whose
voting securities are owned, directly or indirectly, by
another person, shall be considered a subsidiary for
the purpose of this item.

REGULATION F
approximate amount of such securities owned
of record but not owned beneficially, the ap­
proximate amount owned beneficially and the
percentage of outstanding voting securities rep­
resented by the amount so owned in each such
manner.
Instruction. To the extent that the information re­
quired by this item is given in answer to Item 2, a
reference to such item will suffice.

Item 5. Directors of bank. Furnish the fol­
lowing information, in tabular form to the
extent practicable, with respect to each director
of the bank:
(a) Name each such director, state the date
on which his present term of office will expire
and list all other positions and offices with the
bank presently held by him.
(b) State his present principal occupation or
employment and give the name and principal
business of any corporation or other organiza­
tion in which such employment is carried on. If
not previously reported, furnish similar infor­
mation as to all of his principal occupations or
employments during the last five years.
(c) State, as of the most recent practicable
date, the approximate amount of each class of
equity securities of the bank, or any of its
parents or subsidiaries, “beneficially owned”
(as defined in section 206.2(ff)) directly or in­
directly by him. If he is not the beneficial owner
of any such securities, make a statement to that
effect.

Item 3. Changes in business. Describe briefly
any material changes during the fiscal year,
not previously reported, in the business of the
bank and its subsidiaries.

Item 6. Remuneration of director and officers
and related matters. Set forth the same infor­
mation as to remuneration of officers and direc­
tors and their transactions with management
and others as is required to be furnished by
Item 7 of Form F-5.

Item 4. Principal holders of voting securities.
If, to the knowledge of the bank, any person
individually, or together with his associates,
owns of record or beneficially more than 10
per cent of the outstanding voting securities of
the bank, name each such person, state the

Item 7. Financial statements and exhibits.
List below all financial statements and exhibits
filed as a part of the annual report:
(a) Financial statements.
(b) Exhibits.

REGULATION F
SIGNATURES
Pursuant to the requirements of the Securi­
ties Exchange Act of 1934, the bank has duly
caused this annual report to be signed on its
behalf by the undersigned, thereunto duly au­
thorized.
(Name of bank)
D ate____ B y ____________________________
(Name and title of signing officer)
INSTRUCTIONS AS TO FINANCIAL
STATEMENTS
These instructions specify the balance sheets
and statements of income required to be filed
as a part of annual reports on this form. Sec­
tion 206.7 of this Part governs the verification,
form, and content of the balance sheets and
statements of income required, including the
basis of consolidation, and prescribes the state­
ment of changes in capital accounts and the
schedules to be filed in support thereof.
1. Financial statements of the bank, (a)
There shall be filed for the bank, in compara­
tive columnar form, verified balance sheets as
of the close of the last two fiscal years and
verified statements of income for such fiscal
years.
(b) Notwithstanding paragraph (a), the indi­
vidual financial statements of the bank may be
omitted if consolidated statements of the bank
and one or more of its subsidiaries are filed.
2. Consolidated statements. There shall be
filed for the bank and its majority-owned (i)
bank premises subsidiaries, (ii) subsidiaries op­
erating under the provisions of section 25 or
section 25(a) of the Federal Reserve Act
(“Agreement Corporations” and “Edge Act
Corporations”), and (iii) significant subsidiar­
ies, in comparative columnar form, verified

F orm F -2 ( A n n u a l R epo r t )

consolidated balance sheets as of the close of
the last two fiscal years of the bank and veri­
fied consolidated statements of income for such
fiscal years.
3. Separate statements of unconsolidated
subsidiaries and other persons. There shall be
filed such other verified financial statements
with respect to unconsolidated subsidiaries and
other persons as are material to a proper
understanding of the financial position and re­
sults of operations of the total enterprise.
4. Filing of other statements in certain
cases. The Board may, upon the request of
the bank and where consistent with the pro­
tection of investors, permit the omission of
one or more of the statements herein required
or the filing in substitution therefor of appro­
priate statements of comparable character.
The Board may also require the filing of other
statements in addition to, or in substitution for,
the statements herein required in any case
where such statements are necessary or appro­
priate for an adequate presentation of the
financial condition of any person whose finan­
cial statements are required, or whose state­
ments are otherwise necessary for the protec­
tion of investors.
INSTRUCTIONS AS TO EXHIBITS
Subject to provisions regarding incorpora­
tion by reference, the following exhibits shall
be filed as part of the report:
1. Copies of all amendments or modifica­
tions, not previously filed, to all exhibits pre­
viously filed (or copies of such exhibits as
amended or modified).
2. Copies of all documents of the character
required to be filed as an exhibit to an original
form for registration of securities of a bank
which have been executed or otherwise put into
effect during the fiscal year and not previously
filed.

(Revised Dec. 31, 1969)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-4
Q U A R T E R L Y REPORT
OF
(Name of bank)
(City and State)
Fiscal year to date
months ending------

3 months
en d in g-----------

19Item

(current year)

19(prior year)

19(current year)

19(prior year)

Operating income:
(a) Interest and fees on loans
(b) Interest and dividends on securities
(c) Other operating income
(d) Total operating income
2 . Operating expenses:
(a) Salaries and other compensation
(b) Interest expense
(c) Other operating expenses
(d) Total operating expenses
Income before income taxes and
securities gains (losses)
Applicable income taxes
Income before securities gains (losses)
Net security gains (losses),
less related tax effect
Net income
Pursuant to the requirements of the Securities Exchange Act of 1934, the bank has duly caused this quarterly
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Name of bank)
Date
(a) Use of Form F-4. Form F-4 is a guide for use
in preparation of the quarterly report to be filed with
the Board.
(b) Persons for whom the information is to be
given. The required information is to be given as to
the registrant bank or, if the bank files consolidated
financial statements with the annual reports filed with
the Board, it shall cover the bank and its consolidated
subsidiaries. If the information is given as to the bank
and its consolidated subsidiaries, it need not be given
separately for the bank.
(c) Presentation of information. The form calls
only for the items of information specified. It is not
necessary to furnish a formal statement of income.
The information is not required to be verified (see
section 206.7(b) of this Part). The report may carry a
notation to that effect and any other qualification con-

By
(Name and title of signing officer)
sidered necessary or appropriate. Amounts may be
stated in thousands of dollars if a notation to that
effect is made.
(d) Incorporation by reference to published state­
ments. If the bank makes available to its stockholders
or otherwise publishes, within the period prescribed
for filing the report, a financial statement containing
the information required by this form, such informa­
tion may be incorporated by reference to such pub­
lished statement if copies thereof are filed as an ex­
hibit to this report.
(e) Extraordinary items. If present with respect to
any interim period reported herein, extraordinary
items less applicable income tax effect shall be ap­
propriately segregated and included in the determina­
tion of net income. (See Form F-9B, Statement of
Income.)

(Revised Dec. 31, 1969)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-5
PROXY STATEMENT; STATEMENT WHERE MANAGEMENT DOES
NOT SOLICIT PROXIES

GENERAL INSTRUCTIONS
Each Statement required under section
206.5(a) of this Part shall, to the extent appli­
cable, include the information called for under
each of the items below. In the preparation of
the Statement, particular attention should be
given to the definitions in section 206.2 of this
Part.
This form is not to be used as a blank form
to be filled in nor is it intended to prescribe a
form for presentation of material in the State­
ment. Its purpose is solely to prescribe the in­
formation required to be set forth in the State­
ment; any additional information that manage­
ment or the soliciting persons deem appropriate
may be included.
INFORMATION REQUIRED IN
STATEMENT
Item 1. Revocability of proxy. State whether
the person giving the proxy has the power to
revoke it. If the right of revocation before the
proxy is exercised is limited or is subject to
compliance with any formal procedure, briefly
describe such limitation or procedure.
Item 2. Dissenters’ rights of appraisal. Out­
line briefly the rights of appraisal or similar
rights of dissenters with respect to any matter
to be acted upon and indicate any statutory
procedure required to be followed by dissenting
security holders in order to perfect such rights.
Where such rights may be exercised only within
a limited time after the date of the adoption of
a proposal, the filing of a charter amendment
or other similar act, state whether the person
solicited will be notified of such date.
Instruction. 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 making the solicitation, (a)
Solicitations not subject to section 206.5(i).
(1) If the solicitation is made by the man­
agement of the bank, so state. Give the name
of any director of the bank who has informed
the management in writing that he intends to
oppose any action intended to be taken by the
management and indicate the action which he
intends to oppose.
(2) If the solicitation is made otherwise
than by the management of the bank, so state
and give the names of the persons by whom
and the persons on whose behalf it is made.
(3) If the solicitation is to be made other­
wise than by the use of the mails, describe the
methods to be employed. If the solicitation is
to be made by specially engaged employees or
paid solicitors, state (i) the material features of
any contract or arrangement for such solicita­
tion and identify the parties, and (ii) the cost
or anticipated cost thereof.
(4) State the names of the persons by
whom the cost of solicitation has been or will
be borne, directly or indirectly.
(b) Solicitations subject to section 206.5 (i).
(1) State by whom the solicitation is
made and describe the methods employed and
to be employed.
(2) If regular employees of the bank or
any other participants in a solicitation have
been or are to be employed to solicit security
holders, describe the class or classes of em­
ployees to be so employed, and the manner and
nature of their employment for such purpose.

REGULATION F
(3) If specially engaged employees, repre­
sentatives, 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, (ii) the cost or anticipated cost
thereof, and (iii) the approximate number of
such employees or employees of any other per­
son (naming such other person) who will
solicit security holders.
(4) State the total amount estimated to
be spent and the total expenditures to date for,
in furtherance of, or in connection with, the
solicitation of security holders.
(5) State by whom the cost of the solici­
tation will be borne. If such cost is to be borne
initially by any person other than the bank,
state whether reimbursement will be sought
from the bank, and, if so, whether the ques­
tion of such reimbursement will be submitted
to a vote of security holders.
Instruction. With respect to solicitations subject to
section 206.5(i), costs and expenditures within the
meaning of this Item 3 shall include fees for attorneys,
accountants, public relations or financial advisers,
solicitors, advertising, printing, transportation, litiga­
tion, and other costs incidental to the solicitation,
except that the bank may exclude the amounts of such
costs represented by the amount normally expended
for a solicitation for an election of directors in the
absence of a contest, and costs represented by salaries
and wages of regular employees and officers, pro­
vided a statement to that effect is included in the
proxy statement.

Item 4. Interest of certain persons in matters
to be acted upon, (a) Solicitations not subject
to section 206.5 (i). Describe briefly any sub­
stantial interest, direct or indirect, by security
holdings or otherwise, of each of the following
persons in any matter to be acted upon, other
than elections to office:
(1) If the solicitation is made on behalf
of management, each person who has been a
director or officer of the bank at any time since
the beginning of the last fiscal year.
(2) If the solicitation is made otherwise
than on behalf of management, each person on
whose behalf the solicitation is made. Any per­

F o rm F -5 ( P roxy S t a t e m e n t )

son who would be a participant in a solicitation
for purposes of section 206.5 (i), as defined in
subparagraph 2 (i) (c), (d ), (e ), and (/)
thereof, shall be deemed a person on whose
behalf the solicitation is made for purposes of
this paragraph (a).
(3) Each nominee for election as a direc­
tor of the bank.
(4) Each associate of the foregoing per­
sons.
Instruction. Except in the case of a solicitation sub­
ject to section 206.5 of this Part made in opposition
to another solicitation subject to section 206.5 of this
Part, this sub-item (a) shall not apply to any interest
arising from the ownership of securities of the bank
where the security holder receives no extra or special
benefit not shared on a pro rata basis by all other
holders of the same class.

(b) Solicitations subject to section 206.5(i).
(1) Describe briefly any substantial inter­
est, direct or indirect, by security holdings or
otherwise, of each participant, as defined in
section 2 0 6 .5 (i)( 2 ) (i), (b ), (c), (d), and
(e ), in any matter to be acted upon at the
meeting, and include with respect to each par­
ticipant the information, or a fair and adequate
summary thereof, required by Items 2 (a ),
2 (d ), 3, 4 (b ), and 4(c) of Form F-6.
(2) With respect to any person named in
answer to Item 6 (b ), describe any substantial
interest, direct or indirect, by security holdings
or otherwise, that he has in any matter to be
acted upon at the meeting, and furnish the in­
formation called for by Item 4(b ) and (c) of
Form F-6.
Item 5. Voting securities and principal hold­
ers thereof, (a) State, as to each class of voting
securities of the bank entitled to be voted at the
meeting, the number of shares outstanding and
the number 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.

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

(c ) If action is to be taken with respect to
the election of directors and if the persons
solicited have cum ulative voting rights, m ake a
statem ent th a t they have such rights and state
briefly the conditions precedent to the exercise
thereof.
( d ) If to the knowledge of the persons on
whose behalf the solicitation is m ade, any p er­
son, individually, o r together with his asso­
ciates, owns of record o r beneficially m ore than
10 p er cent of the oustanding voting securities
of the bank, nam e such person o r persons,
state the approxim ate am ount of such securities
owned of record but n ot owned beneficially,
and the approxim ate am ount ow ned benefi­
cially, and the percentage of outstanding voting
securities represented by the am ount of securi­
ties so ow ned in each such m anner.
(e ) If to the knowledge of the persons on
whose behalf the solicitation is m ade, a change
in control of the bank has occurred since
the beginning of its last fiscal year, state
the nam e of the person o r persons who ac­
quired 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 now ow ned by such person o r persons.
(f) D escribe any contractual arrangem ents,
including any pledge of securities of the bank
o r any of its parents, know n to the persons on
whose behalf the solicitation is m ade, the o p­
eration of the term s of which m ay at a sub­
sequent date result in a change in control of
the bank.
Instruction. Paragraph (f) does not require a de­
scription of ordinary default provisions contained in
the charter, trust indentures or other governing instru­
ments relating to securities of the bank.

Item 6. Nominees and directors, (a) If action
is to be taken w ith respect to the election of di­
rectors, furnish the following inform ation, in
tab ular form to the extent practicable, with
respect to each person nom inated for election
as a director and each other person whose term
of office as a director will dontinue after the
meeting:

REGULATION F
(1 ) N am e each such person, state when
his term of office o r the term of office for which
he is a nom inee will expire, and all o ther posi­
tions and offices with the b an k presently held
by him , and indicate which persons are nom ­
inees for election as directors at th a t meeting.
(2 ) State his present principal occupation
or em ploym ent and give the nam e and p rin­
cipal business of any corporation o r other
organization in which such em ploym ent is
carried on. Furnish similar inform ation as to
all of his principal occupations o r em ploym ents
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
m ent o r statem ent where m anagem ent does not
solicit proxies was subm itted to security hold­
ers pursuant to section 2 0 6 .5 (a ) of this Part.
(3 ) If he is o r has previously been a
director of the bank state the period o r periods
during w hich he has served as such.
( 4 ) State, as of the m ost recent practica­
ble date, the approxim ate am ount of each class
of equity securities of the bank, o r any of its
parents or subsidiaries, “ beneficially ow ned”
(as defined in section 206.2(ff)) directly o r in­
directly by him. If he disclaims beneficial
ow nership of any such securities, m ake a state­
m ent to th a t effect.
(b ) If any nom inee for election as a director
is proposed to be elected pu rsu ant to any a r­
rangem ent or understanding betw een th e nom i­
nee and any other person or persons, except
the directors and officers of the b ank acting
solely in th a t capacity, nam e such other person
o r persons and describe briefly such arrange­
m ent or understanding.
(c ) If fewer nom inees are nam ed th an the
num ber fixed by or pursuant to the governing
instrum ents, state (1) the reasons for this p ro ­
cedure, and (2) th at the proxies cannot be
voted for a greater nu m b er of persons than
the num ber of nom inees nam ed.

REGULATION F

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

Item 7. Remuneration and other transactions
with management and others. Furnish the in­
formation called for by this item if action is to
be taken with respect to (i) the election of
directors, (ii) any bonus, profit sharing or
other remuneration plan, contract or arrange­
ment in which any director, nominee for elec­
tion as a director, or officer of the bank will
participate, (iii) any pension or retirement
plan in which any such person will participate,
or (iv) the granting or extension to any such
person of any options, warrants, or rights to
purchase any securities, other than warrants or
rights issued to security holders, ,as such, on a
pro rata basis. However, if the solicitation is
made on behalf of persons other than the man­
agement, 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
substantially the tabular form indicated below
as to all direct remuneration paid by the bank
and its subsidiaries during the bank’s latest
fiscal year to the following persons for services
in all capacities:
(1) Each director of the bank whose
aggregate direct remuneration exceeded $30,000, and each of the two highest paid officers
of the bank whose aggregate direct remunera­
tion exceeded that amount, naming each such
director and officer.
(2) All directors and officers of the bank
as a group, without naming them, but stating
the number of persons included.
(A)
Name of
individual
or number
of persons
m group

(B)
Capacities
in which
remuneration
was received

(C)
Aggregate
direct
remuneration

Instructions. 1. This item applies to any person who
was a director or officer of the bank at any time dur­

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

(b)
Furnish the following information, in
substantially the tabular form indicated, as to
all pension or retirement benefits proposed to
be paid und^r any existing plan in the event of
retirement at normal retirement date, directly
or indirectly, by the bank or any of its subsid­
iaries to each director or officer named in
answer to paragraph (a) (1):
(A)
Name of
individual

(B)
Amount set
aside or accrued
during bank’s
last fiscal year

(C)
Estimated
annual benefits
upon retirement

Instructions. 1. Column (B) need not be answered
with respect to payments computed on an actuarial
basis under any plan which provides for fixed benefits
in the event of retirement at a specified age or after a
specified number of years of service.
2. The information called for by Column (C) may
be given in a table showing the annual benefits pay­
able upon retirement to persons in specified salary
classifications.
3. In the case of any plan (other than those speci­
fied in Instruction 1) where the amount set aside each
year depends upon the amount of earnings of the bank
or its subsidiaries for such year or a prior year (or
where otherwise impracticable to state the estimated
annual benefits upon retirement) there shall be
set forth, in lieu of the information called for by
Column (C), the aggregate amount set aside or ac­
crued to date, unless impracticable to do so, in
which case the method of computing such benefits
shall be stated. In addition, furnish a brief description
of the material terms of the plan, including the
method used in computing the bank’s contribution,
and the amount set aside or accrued during the bank’s
last fiscal year for. all officers and directors as a
group, indicating the number o f persons in such
group without naming them.

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

REGULATION F

Instruction. Information need not be included as to
payments to be made for, or benefits to be received
from, group life or accident insurance, group hospitali­
zation, or similar group payments or benefits. If it is
impractiable to state the amount of remuneration
payments proposed to be made, the aggregate amount
set aside or accrued to date in respect of such pay­
ments shall be stated, together with an explanation of
the basis for future payments.

Instructions. 1. The extension, regranting, or
material amendment of options shall be deemed the
granting of options within the meaning of this para­
graph.
2. This item need not be answered with respect to
options granted, exercised, or outstanding, as may be
specified therein, where the total market value (i)
on the granting date of the securities called for by all
options granted during the period specified, (ii) on the
dates of purchase of all securities purchased through
the exercise of options during the period specified, or
(iii) as of the latest practicable date of the securities
called for by all options held at such time, does not
exceed $10,000 for any officer or director named in
answer to paragraph (a) (1), or $30,000 for all officers
and directors as a group.
3. The information for all directors and officers as
a group regarding market value of the securities on
the granting date of the options and on the purchase
date may be given in the form of price ranges for
each calendar quarter during which options were
granted or exercised.

(d ) Furnish the following inform ation as to
all options to purchase securities, from the
bank o r any of its subsidiaries, which were
granted to or exercised by the following per­
sons since the beginning of the b a n k ’s last fis­
cal year and as to all options held by such p er­
sons as of the latest practicable date: (i) each
director or officer nam ed in answ er to p a ra ­
graph ( a ) ( 1 ) , nam ing each such person; and
(ii) all directors and officers of the b an k as
a group, w ithout nam ing them:
( 1 ) A s to options granted, state (i) the
title and am ount of securities called for; (ii) the
prices, expiration dates, and other m aterial p ro ­
visions; and (iii) the m arket value of the se­
curities called for on the granting date.
( 2 ) A s to options exercised, state (i) the
title and am ount of securities purchased; (ii)
the aggregate purchase price; and (iii) the ag­
gregate m arket value of the securities p u r­
chased on the date of purchase.
( 3 ) A s 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 ount of securities called for;
(ii) the range of option prices; and (iii) the
per share m arket prices of the securities sub­
ject to option, as of the latest practicable
date.

(e ) If to the knowledge of m anagem ent any
indebtedness to the b ank has arisen since the
beginning of the b an k ’s last fiscal year u nd er
section 1 6 (b ) of the Securities Exchange A ct
of 1934, as a result of transactions in the
b an k ’s stock (o r other equity securities) by
any director, officer, o r security holder nam ed
in answ er to Item 5 ( d ) , w hich indebtedness
has no t been discharged by paym ent, state the
am ount of any profit realized and w hether suit
will be brought or o ther steps taken to recover
such profit. If, in the opinion of counsel, a
question reasonably exists as to the recover­
ability of such profit, only facts necessary to
describe the transactions, including the prices
and num ber of shares involved, need be stated.
(f) D escribe briefly, and w here practicable
state the approxim ate am ount of, any m aterial
interest, direct o r indirect, of any of the follow­
ing persons in any m aterial transactions since
the beginning of the b a n k ’s last fiscal year, or
in any m aterial proposed transactions, to which
the b ank o r any of its subsidiaries was o r is to
be a party:
(1) A ny director or officer of the bank;
( 2 ) A ny nom inee for election as a di­
rector;
( 3 ) A ny security holder nam ed in answ er
to Item 5 ( d ) ; or

(c ) D escribe briefly all rem uneration pay­
m ents (o th er than paym ents reported under
paragraph (a ) or ( b ) of this item ) proposed
to be m ade in the future, directly o r indirectly,
by the b ank o r any of its subsidiaries pursuant
to any existing plan o r arrangem ent to (i) each
director o r officer nam ed in answ er to p a ra ­
graph ( a ) ( 1 ) , nam ing each such person, and
(ii) all directors and officers of the b an k as a
group, w ithout nam ing them .

REGULATION F
(4 )
persons.

F o r m F -5 ( P roxy St a t e m e n t )

A ny associate of any of the foregoing in this instruction, transactions which are exempted

Instructions. 1. See, Instruction 1 to paragraph (a).
Include the name of each person whose interest in any
transaction is described and the nature of the relation­
ship by reason of which such interest is required to be
described. Where it is not practicable to state the
approximate amount of the interest, the approximate
amount involved in the transaction shall be indicated.
2. As to any transaction involving the purchase or
sale of assets by or to the bank or any subsidiary,
otherwise than in the ordinary course of business,
state the cost of the assets to the purchaser and the
cost thereof to the seller if acquired by the seller
within two years prior to the transaction.
3. The instruction to Item 4 shall apply to this item.
4. N o information need be given under this para­
graph as to any remuneration or other transaction
reported in response to (a), (b), (c), (d), or (e) of
this item.
5. N o information need be given under this para­
graph as to any transaction or any interest therein
where:
(i) The rates of charges invloved in the trans­
action are fixed by law or determined by competi­
tive bids;
(ii) The interest of the specified person in the
transaction is solely that of a director of another
corporation which is a party to the transaction;
(iii) The specified person is subject to this Item
7(f) solely as a director of the bank (or associate
of a director) and his interest in the transaction is
solely that of a director, officer of, and/or owner
of less than a 10 per cent interest in, another per­
son that is a party to the transaction.
(iv) The transaction consists of extensions of
credit by the bank in the ordinary course of its
business that (A) are made on substantially the
same terms, including interest rates and collateral,
as those prevailing at the time for comparable
transactions with other than specified persons, (B)
at no time exceed 10 per cent of the equity capital
accounts of the bank, or $10 million, whichever is
less, and (C) do not involve more than the normal
risk of collectibility or present other unfavorable
features. Notwithstanding the foregoing, if ag­
gregate extensions of credit to the specified persons,
as a group, exceeded 20 per cent of the equity cap­
ital accounts of the bank at any time during the
preceding year, (1) the aggregate amount of such
extensions of credit shall be disclosed, and (2) a
statement shall be included, to the extent appli­
cable, that the bank has had, and expects to have
in the future, banking transactions in the ordinary
course of its business with directors, officers, prin­
cipal stockholders, and their associates, on the same
terms, including interest rates and collateral on
loans, as those prevailing at the same time for
comparable transactions with others. For the pur­
pose of determining “aggregate extensions of credit”

from disclosure pursuant to other instructions to
this Item 7(f) may be excluded.
(v) The transaction involves services as a bank
depositary of funds, transfer agent, registrar, trustee
under a trust indenture, or other similar services;
or
(vi)
The interest of the specified person, includ­
ing all periodic installments in the case of any lease
or other agreement providing for periodic install­
ments, does not exceed $30,000.
6.
Information shall be furnished under this para­
graph with respect to transactions not excluded above
which involve remuneration, directly or indirectly, to
any of the specified persons for services in any capac­
ity unless the interest of such persons arises solely
from the ownership, individually and in the aggregate,
of less than a 10 per cent interest in another person
furnishing the services to the bank or its subsidiaries.

Item 8. Selection of auditors. If action is
to be taken with respect to the selection or
approval of auditors, or if it is proposed th a t
particular auditors shall be recom m ended by
any com m ittee to select auditors fo r whom
votes are to be cast, nam e the auditors and de­
scribe briefly any direct financial interest or
any m aterial indirect financial interest in the
bank or any of its parents o r subsidiaries, or
any connection during the past three years
with the b ank or any of its parents or subsid­
iaries in the capacity of prom oter, underw riter,
voting trustee, director, officer, o r employee.
Item 9. Bonus, profit-sharing, and other re­
muneration plans. If action is to be taken with
respect to any bonus, profit-sharing, or other
rem uneration plan, furnish the following infor­
m ation:
( a ) D escribe briefly the m aterial features of
the plan, identify each class of persons who
will participate therein, indicate the approxi­
m ate num ber of persons in each such class and
state the basis of such participation.
(b ) State separately the am ounts which
would have been distributable u nd er the plan
during the last fiscal year of the b an k (1 ) to
directors and officers, and (2) to em ployees, 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 )

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

who will participate in the plan and the am ount
which each such person would have received
u nder the plan for the last fiscal year of the
b an k if the plan had been in effect.
(d ) Furnish such inform ation, in addition
to that required by this item and Item 7, as
m ay be necessary to describe adequately the
provisions already m ade pursuant to all bonus,
profit sharing, pension, retirem ent, stock op­
tion, stock purchase, deferred com pensation,
o r other rem uneration o r incentive plans, now
in effect or in effect within the p ast 2 years,
for (i) each director o r officer nam ed in an­
sw er 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 m ay participate in the plan, and
(iii) all employees, if employees m ay partici­
pate in the plan.
(e ) If the plan to be acted upon can be
am ended otherw ise than by a vote of stock­
holders to increase the cost thereof to the bank
or to alter the allocation of the benefits as be­
tween the groups specified in ( b ) , state the n a ­
ture of the am endm ents which can be so made.
(f) If action is to be taken w ith respect to
the am endm ent or m odification of an existing
plan, this item shall be answ ered with respect
to the plan as proposed to be am ended or
modified and shall indicate any m aterial dif­
ferences from the existing plan.
Instruction. If the plan is set forth in a formal
plan, contract, or arrangement, three copies thereof
shall be filed with the Board at the time preliminary
copies of the Statement are filed pursuant to section
206.5(f).

REGULATION F
(b ) State ( 1 ) the approxim ate total am ount
necessary to fund the plan with respect to past
services, the period over w hich such am ount is
to be paid, and the estim ated annual paym ents
necessary to pay the total am ount over such
period, (2 ) the estim ated annual paym ent to
be m ade with respect to current services, and
( 3 ) the am ount of such annual paym ents to
be m ade for the benefit of (i) directors and
officers, and (ii) employees.
(c ) State (1 ) the nam e and position with
the b ank 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
o r 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 esti­
m ated to be payable to such person in the
event of retirem ent at norm al retirem ent date.
( d ) F urnish such inform ation, in addition
to th at required by this item and Item 7, as
m ay be necessary to describe adequately the
provisions already m ade pursu an t to all bonus,
profit sharing, pension, retirem ent, stock op ­
tion, stock purchase, deferred com pensation, or
other rem uneration or incentive plans, now in
effect or in effect within the past 2 years, for
(i) each director or officer nam ed in answ er
to Item 7 ( a ) who m ay participate in the plan
to be acted upon; (ii) all directors and officers
of the b ank as a group, if any director o r offi­
cer may participate in the plan, and (iii) all
employees, if employees m ay participate in the
plan.

(e ) If the plan to be acted upon can be
am ended otherwise th an by a vote of stock­
action is to be taken w ith respect to any pen­
holders to increase the cost thereof to the bank
sion o r retirem ent plan, furnish the following
or alter the allocation of the benefits as be­
inform ation:
tween the groups specified in (b ) ( 3 ) , state the
nature
of the am endm ents which can be so
(a )
D escribe briefly the m aterial features of
made.
the plan, identify each class of persons who
(f) If action is to be taken w ith respect to
will be entitled to participate therein, indicate
the am endm ent or modification of an existing
the approxim ate num ber of persons in each
plan, this item shall be answ ered with respect
such class, and state the basis of such partici­
to the plan as proposed to be am ended o r m od­
pation.

Item 10. Pension and retirement plans. If

REGULATION F
ified and shall indicate any material differences
from the existing plan.
Instructions. 1. The information called for by para­
graph (b) (3) or (c) (2) need not be given as to pay­
ments made on an actuarial basis pursuant to any
group pension plan which provides for fixed benefits
in the event of retirement at a specified age or after a
specified number of years of service.
2. The instruction to Item 9 shall apply to this item.

Item 11. Options, warrants, or rights. If
action is to be taken with respect to the grant­
ing, extension or amendment of any options,
warrants, or rights to purchase securities of the
bank or any subsidiary, furnish the following
information:
(a) State (i) the title and amount of securi­
ties called for or to be called for by such op­
tions, warrants, or rights; (ii) the prices, ex­
piration dates, and other material conditions
upon which the options, warrants, or rights
may be exercised; and (iii) in the case of op­
tions, the Federal income tax consequences of
the issuance and exercise of such options to
the recipient and to the bank.
(b) State separately the amount of options,
warrants, or rights received or to be received
by the following persons, naming each such
person: (i) each director or officer named in
answer to Item 7 (a ); (ii) each nominee for
election as a director of the bank; (iii) each
associate of such directors, officers, or nomi­
nees; and (iv) each other person who received
or is to receive 5 per cent or more of such
options, warrants or rights. State also the total
amount of such options, warrants, or rights
received or to be received by all directors and
officers of the bank as a group, without naming
them.
(c) Furnish such information, in addition
to that required by this item and Item 7, as
may be necessary to describe adequately the
provisions already made pursuant to all bonus,
profit sharing, pension, retirement, stock op­
tion, stock purchase, deferred compensation,
or other remuneration or incentive plans, now
in effect or in effect within the past 2 years,
for (i) each director or officer named in an­

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

swer 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 partici­
pate in the plan.
Instruction. 1. Paragraphs (b) and (c) do not apply
to warrants or rights to be issued to security holders
as such on a pro rata basis.
2. The Instruction to Item 9 shall apply to para­
graph (c) of this item.
3. Include in the answer to paragraph (c) as to
each director or officer named in answer to Item 7(a)
and as to all directors and officers as a group (i) the
amount of securities acquired during the past two
years through the exercise of options granted during
the period or prior thereto, (ii) the amount o f securi­
ties sold during such period of the same class as those
acquired through the exercise of such options, and
(iii) the amount of securities subject to all unexer­
cised options held as of the latest practicable date.

Item 12. Authorization or issuance of secu­
rities otherwise than for exchange. If action is
to be taken with respect to the authorization
or issuance of any securities otherwise than
in exchange for outstanding securities of the
bank, furnish the following information:
(a) State the title and amount of securities
to be authorized or issued.
(b) Furnish a description of the material
provisions of the securities such as would be
required in a registration statement filed pur­
suant to this Part. If the terms of the securities
cannot be stated or estimated with respect to
any or all of the securities to be authorized,
because no offering thereof is contemplated in
the proximate future, and if no further authori­
zation by security holders for the issuance
thereof is to be obtained, it should be stated
that the terms of the securities to be author­
ized, including dividend or interest rates, con­
version prices, voting rights, redemption prices,
maturity dates, and similar matters will be
determined by the board of directors of the
bank. If the securities are additional shares of
common stock of a class outstanding, the de­
scription may be omitted.
(c) Describe briefly the transaction in which
the securities are to be issued, including a

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

statem ent as to ( 1 ) the nature and approxi­
m ate am ount of consideration received o r to
be received by the bank, and ( 2 ) the approxi­
m ate am ount devoted to each purpose so far
as determ inable, fo r w hich the n et proceeds
have been or are to be used. If it is im practica­
ble to describe the transaction in w hich the
securities are to be issued, indicate the purpose
of the authorization of the securities, and state
(i) w hether further authorization for the issu­
ance of the securities by a vote of security
holders will be solicited prior to such issuance,
and (ii) w hether present security holders will
have preem ptive rights to purchase such secu­
rities.

Item 13. Modification or exchange of securi­
ties. If action is to be taken w ith respect to the
modification of any class of securities of the
bank, or the issuance or authorization fo r issu­
ance of securities of the bank in exchange for
outstanding securities of the bank, furnish the
following inform ation:
(a ) If outstanding securities are to be m odi­
fied, state th e title and am ount thereof. If secu­
rities are to be issued in exchange fo r out­
standing securities, state the title and am ount
of securities to be so issued, the title and
am ount of outstanding securities to be ex­
changed therefor, and the basis of the ex­
change.
(b ) D escribe any m aterial differences be­
tween the outstanding securities and the m odi­
fied or new securities w ith respect to any of the
m atters concerning w hich inform ation would
be required in the description of the securities
in a registration statem ent filed pu rsu an t to
this Part.
(c) State the reasons for the proposed m odi­
fication o r exchange and the general effect
thereof up on the rights of existing security
holders.
(d ) Furnish a brief statem ent as to arrears
in dividends o r as to defaults in principal or
interest w ith respect to the outstanding securi­
ties which are to be modified or exchanged and
such other inform ation as m ay be appropriate

REGULATION F
in the particular case to disclose adequately the
nature and effect of the proposed action.
(e ) O utline briefly any other m aterial fea­
tures of the proposed m odification or exchange.
(f) T he instruction to Item 9 shall apply to
this item.

Item 14. Mergers, consolidations, acquisi­
tions, and similar matters. If action is to be
taken with respect to any plan for (i) the
m erger or consolidation of th e b an k into o r
with any oth er person, o r of any other person
into or w ith the bank, (ii) the acquisition by
the bank o r any of its subsidiaries of securities
of another bank, (iii) the acquisition by the
bank of any other going business o r of the
assets thereof, (iv) the sale o r other transfer
of all or any substantial p a rt of the assets of
the bank, o r (v ) the voluntary liquidation o r
dissolution of the bank:
(a ) O utline briefly the m aterial features of
the plan. State the reasons therefore and the
general effect thereof upon the interests of ex­
isting security holders. If the plan is set forth
in a written docum ent, file three copies thereof
with the B oard when prelim inary copies of
the Statem ent are filed pursuant to section
2 0 6 .5 (f).
(b ) F urnish the following inform ation as to
the b ank and each person (o th er than sub­
sidiaries substantially all of the stock of which
is ow ned by the b a n k ) which is to be m erged
into the bank, or into o r with w hich the bank
is to be m erged o r consolidated, o r the business
or assets of which are to be acquired, or which
is the issuer of securities to be acquired by the
ban k o r any of its subsidiaries in exchange for
all or a substantial p a rt of its assets:
(1 ) A brief description of the business
and property of each such person in substan­
tially the m ann er required by Item s 3 and 4
of F o rm F - l.
(2 ) A brief statem ent as to defaults in
principal o r interest with respect to any securi­
ties of the b ank o r of such person, and as to

REGULATION F
the effect of the plan thereon and such other
information as may be appropriate in the par­
ticular case to disclose adequately the nature
and effect of the proposed action.
(3) Such information with respect to the
proposed management of the surviving bank as
would be required by Items 6 and 7 of this
Form F-5. Information concerning remunera­
tion of management may be projected for the
current year based on remuneration actually
paid or accrued by each of the constituent per­
sons during the last calendar year. If signifi­
cantly different, proposed compensation ar­
rangements should also be described.
(4) A tabular presentation of the existing
and pro forma capitalization.
(5) In columnar form, for each of the
last three fiscal years, a historical summary of
earnings. Such summary 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 appro­
priately reported and per share amounts of
securities gains (losses) should be included.)
(6) In columnar form, for each of the
last three fiscal years, a combined pro forma
summary of earnings, as appropriate in the
circumstances, similar in structure to the his­
torical summary of earnings. If the transaction
establishes a new basis of accounting for
assets of any of the persons included therein,
the pro forma summary of earnings shall be
furnished only for the most recent fiscal year
and interim period and shall reflect appropriate
pro forma adjustments resulting from such new
basis of accounting.
(7) A tabular presentation of compara­
tive per share data of the constitutent banks
or other persons pertaining to:
(A )(i) Income before securities gains
(losses), (ii) net income, and (iii) divi­
dends declared, for each of the last three
fiscal years; and
(B) book value per share, at the date of

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

the balance sheets included in the State­
ment.
The comparative per share data shall be
presented on a historical and pro forma basis
(except dividends which are to be furnished on
historical basis only) and equated to a com­
mon basis in exchange transactions.
(8)
To the extent material for the exer­
cise of prudent judgment, the historical and
pro forma earnings data specified in (5 ), (6 ),
and (7) above for the latest available interim
period of the current and prior fiscal years.
Instructions. 1. Historical statements of income in
their entirety, as required by Item 15, may be furnished
in lieu of the summary of earnings specified in para­
graph (5). If summary earnings information is pre­
sented, include, as a minimum, operating revenues,
operating expenses, income before income taxes and
security gains (losses), applicable income taxes, in­
come before securities gains (losses), securities gains
(losses), and net income. The summary shall reflect
retroactive adjustments of any material items affect­
ing the comparability of the results.
2. In connection with any interim period or periods
between the end of the last fiscal year and the bal­
ance sheet date, and any comparable prior period, a
statement shall be made that all adjustments necessary
to a fair statement o f the results for such interim
period or periods have been included, and results of
the interim period for the current year are not nec­
essarily indicative of results for the entire year. In
addition, there shall be furnished in such cases, as
supplemental information but not as a part of the
proxy statement, a letter describing in detail the na­
ture and amount of any adjustments, other than nor­
mal recurring accruals, entering into the determination
o f the results shown.
3. The information required by this Item 14(b) is
required in a Statement of the “acquiring” or “sur­
viving” bank only where a “significant” merger or ac­
quisition is to be voted upon. For purposes of this
item, the term “significant” merger or acquisition shall
mean a transaction where either (1 ) the net book
value of assets to be acquired or the amount to be
paid therefore exceed 5 per cent of the equity capital
accounts of the acquiring bank, or (2) in an exchange
transaction, the number of shares to be issued exceeds
5 per cent of the outstanding shares of the acquiring
bank, or (3 ) gross operating revenues for the last
fiscal year of the person to be acquired exceeded 5
per cent of the gross operating revenues for the last
fiscal year of the acquiring bank. If less than a “sig­
nificant” merger acquisition is to be voted upon, such
information need only be included to the extent neces­
sary for the exercise of prudent judgment with res­
pect thereto.

F orm F -5 ( P roxy S t a t e m e n t )

(c)
As to each class of securities of the
bank, or of any person specified in paragraph
(b), which is admitted to dealing on a national
securities exchange or with respect to which a
market otherwise exists, and which will be
materially affected by the plan, state the high
and low sale prices (or, in the absence of trad­
ing in a particular period, the range of the bid
and asked prices) for each quarterly period
within two years. This information may be
omitted if the plan involves merely the voluntary
liquidation or dissolution of the bank.
Item 15. Financial statements, (a) If action
is to be taken with respect to any matter speci­
fied in Items 12, 13, or 14 above, furnish
verified financial statements of the bank and its
subsidiaries such as would be required in a
registration statement filed pursuant to this
Part. In addition, the latest available interim
date balance 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. All schedules, except Schedule VII
— “Allowance for Possible Loan Losses,” may
be omitted.

REGULATION F
(c)Notwithstanding paragraphs (a) and (b)
above, any or all of such financial statements
which are not material for the exercise of pru­
dent judgment in regard to the matter to be
acted upon may be omitted. Such financial
statements are deemed material to the exercise
of prudent judgment in the usual case involving
the authorization or issuance of any material
amount of senior securities, but are not
deemed material in cases involving the author­
ization or issuance of common stock, otherwise
than in an exchange, merger, consolidation,
acquisition, or similar transaction.
(d)
The Statement may incorporate by ref­
erence any financial statements contained in an
annual report sent to security holders pursuant
to section 206.5(c) with respect to the same
meeting as that to which the Statement relates,
provided such financial statements substantially
meet the requirements of this item.
Item 16. Action with respect to reports. If
action is to be taken with respect to any report
of the bank or of its directors, officers, or com­
mittees or any minutes of a meeting of its secu­
rity holders, furnish the following information:

(a) State whether or not such action is to
constitute approval or diapproval of any of the
(b)
If action is to be taken with respect to
matters referred to in such reports of minutes.
any matter specified in Item 14(b), furnish
(b) Identify each of such matters which it is
for each person specified therein, other than
intended will be approved or disapproved, and
the bank, financial statements such as would
furnish the information required by the appro­
be required in a registration statement filed
priate item or items of this schedule with re­
pursuant to this Part. In addition, the latest
spect to each such matter.
available interim date balance sheet and state­
Item 17. Matters not required to be sub­
ment of income for the interim period between
mitted.
If action is to be taken with respect to
the end of the last fiscal year and the interim
any
matter
which is not required to be sub­
balance sheet date, and comparable prior
mitted
to
a
vote of security holders, state the
period, shall be furnished. However, the fol­
nature
of
such
matter, the reasons for submit­
lowing may be omitted: (1) all schedules,
ting
it
to
a
vote
of security holders and what
except Schedule VII— “Allowance for Possible
action is intended to be taken by the manage­
Loan Losses” ; and (2) statements for a sub­
ment
in the event of a negative vote on the
sidiary, all of the stock of which is owned by
matter
by the security holders.
the bank, that is included in the consolidated
Item 18. Amendment of charter, by-laws, or
statement of the bank and its subsidiaries. Such
other documents. If action is to be taken with
statements shall be verified, if practicable.

REGULATION F

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

the substance of each such matter in substan­
tially the same degree of detail as is required
by Items 5 to 18, inclusive, above.
Item 20. Vote required for approval. As to
each matter which is to be submitted to a vote
of security holders, other than elections to
office or the selection or approval of auditors,
state the vote required for its approval.

respect to any amendment of the bank’s char­
ter, by-laws, or other documents as to which
information is not required above, state briefly
the reasons for and general effect of such
amendment.
Item 19. Other proposed action. If action is
to be taken with respect to any matter not
specifically referred to above, describe briefly

12

(Revised Dec. 31, 1969)

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-9: FINANCIAL STATEMENTS
A. BALANCE SHEET (Form F-9 A)
B. STATEMENT OF INCOME (From F-9B)
C. STATEMENT OF CHANGES IN CAPITAL ACCOUNTS (Form F-9C)
D. SCHEDULES (Form F-9D)
omitted, the detailed instructions that relate to
applicable items shall be followed.

GENERAL INSTRUCTIONS
1. Preparation of forms. The forms for fi­
nancial statements are not to be used as blank
forms to be filled in but only as guides in the
preparation of financial statements. The re­
quirements with respect to the filing of balance
sheets and statements of income are contained
in the instructions as to certain other forms
required by this Part. Particular attention
should be given to the general requirements as
to financial statements in section 206.7 of this
Part, including paragraphs (e) and (f) thereof,
which prescribe when statements of changes in
capital accounts and schedules will be filed.
Although inapplicable items specified in the
forms for financial statements should be

2.
Accrual accounting. Financial statements
shall generally be prepared on the basis of ac­
crual accounting whereby all revenues and all
expenses shall be recognized during the period
earned or incurred regardless of the time re­
ceived 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. Statements with respect to the
first fiscal year that a bank reports on the ac­
crual basis shall indicate clearly, by footnote or
otherwise, the beginning-of-year adjustments
that were necessary and their effect on prior
financial statements filed under this Part,

1

REGULATION F

(B a la n c e S h e e t) F orm

A.

B a l a n c e Sh e e t

Liabilities

Assets
1. Cash and due from b a n k s..............................
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 ..........................

12.

13.
14.
15.
16.
17.
18.
19.

4. Federal funds sold and securities purchased
under agreements to resell ......................
5. Other lo a n s ......................................................

7. Other real estate owned ................................
8. Investments in subsidiaries not consolidated
9. Customers’ acceptance liability ....................
10. Other assets ....................................................
11. Total a ssets......................................................

Deposits:
(a) Demand deposits in domestic offices . . .
(b) Savings deposits in domestic offices . . . .
(c) Time deposits in domestic o ff ic e s ...........
(d) Deposits in foreign offices .........................
Federal funds purchased and securities sold
under agreements to repurchase ................
Other liabilities for borrowed money ...........
Bank’s acceptances outstanding ....................
Mortgages p a y a b le ...............................................
Other liabilities ...................................................
Total liabilities ....................................................
Minority interests in consolidated subsidiaries

Reserves
2 0.

Allowance for posible loan lo s s e s ....................

Capital Accounts

6. Bank premises and equipment ....................

ASSETS

F-9A

Capital notes and debentures .........................
Equity capital:
(a) Capital stock: Preferred stock ................
Common s t o c k ..................
(b) Surplus ............................................................
(c) Undivided Profits .........................................
(d) Reserve for contingencies and other
capita] reserves ........................................
23. Total capital accounts ......................................
24. Total liabilities, reserves, and capital ...........

21.
22.

mediately upon presentation (including checks
1.
Cash and due from banks, (a) State the with a Federal Reserve Bank in process of col­
lection and checks on hand that will be pre­
total of (1) currency and coin (A ) owned and
sented for payment or forwarded for collection
held in the bank’s vaults and (B) in transit to
on
the following business day); (2) Govern­
or from a Federal Reserve Bank; (2) the
ment
checks and warrants drawn on the Treas­
bank’s total reserve balance with the Federal
urer
of
the United States that are in process
Reserve Bank as shown by the bank’s books;
of
collection;
and (3) such other items in proc­
(3)
demand and time balances with other
ess
of
collection,
including redeemed United
banks; and (4) cash items in process of collec­
Staes
savings
bonds,
payable immediately upon
tion.
presentation in the United States, as are cus­
(b) Reciprocal demand balances with banks
tomarily cleared or collected by banks as cash
in the United States, except those of private
items.
banks and American branches of foreign
(e) Checks drawn on a bank other than
banks, shall be reported net.
the reporting bank that have been deposited
(c) Do not include unavailable balances
in the reporting bank (or offices or branches
with closed or liquidating banks. Such bal­
of such bank) and have been forwarded for
ances should be reported in “other assets”.
collection to other offices or branches of the
reporting bank are cash items in the process
(d) Cash items in process of collection in­
of collection.
clude: (1) checks in process of collection
drawn on another bank, private bank, or any
(f) Do not include commodity or bill-ofother banking institution that are payable imlading drafts payable upon arrival of goods

*

REGULATION F

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

3. Trading account securities. State the ag­
gregate value at the balance sheet date, of secu­
rities of all types carried by the bank in a
dealer trading account (or accounts) that are
held principally for resale to customers. Indi­
cate parenthetically, or otherwise in a note to
financial statements, whether the inventory is
valued at (1) cost, (2) lower of cost or mar­
(g)
Unposted debits should preferably be ket, or (3) market. If cost basis of valuation
is used, furnish aggregate market value of the
deducted from the appropriate deposit liability
trading
account inventory at the current fiscal
caption. If such items are included hereunder,
year balance sheet date.
the amount shall be stated parenthetically.

against which drawn, whether or not deposit
credit therefor has been given to a customer.
If deposit credit has been given, such drafts
should be reported as “loans”; but if the drafts
were received by the reporting bank on a col­
lection basis they should not be included in the
reporting bank’s statement until such time as
the funds have been actually collected.

2.
Investment securities, (a) State separately
book value of (1) U.S. Treasury securities;
(2) Securities of other U.S. Government agen­
cies and corporations; (3) Obligations of
States and political subdivisions; and (4) Other
securities owned by the bank; include securities
pledged, loaned or sold under repurchase
agreements and similar arrangements.
(b) Book value with respect to investment
quality securities reported in paragraph (a)
shall be cost adjusted for amortization of pre­
mium and, at the option of the bank, for ac­
cretion of discount. There shall be set forth
in a note to financial 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 applied thereto.
(c) Include in category (3) of paragraph
(a) obligations, including warrants and tax
anticipation notes, of the States of the United
States and their political subdivisions, agen­
cies, and instrumentalities; also obligations of
territorial and insular possessions of the United
States. Do not include obligations of foreign
states.

4. Federal funds sold and securities pur­
chased under agreements to resell, (a) State
the aggregate value of Federal funds sold and
securities purchased under resale agreement or
similar arrangements. All securities purchased
under transactions of this type should be in­
cluded regardless of (1) whether they are
called simultaneous purchases and sales, buy­
backs, turnarounds, overnight transactions, de­
layed deliveries, etc., and (2) whether the
transactions are with the same or different in­
stitutions if the purpose of the transactions is
to resell identical or similar securities.
(b)
Federal funds sold and purchases of se­
curities under resale agreements should be
reported gross and not netted against purchases
of Federal funds and sales of securities under
repurchase agreements.
5. Other Loans, (a) State the aggregate
gross value of all loans including (1) accept­
ances of other banks and commercial paper
purchased in the open market; (2) acceptances
executed by or for the account of the reporting
bank and subsequently acquired by it through
purchase or discount; (3) customers’ liability
to the reporting bank on drafts paid under let­
ters of credit for which the bank has not been
reimbursed; and (4) “cotton overdrafts” or
“advances,” and commodity or bill-of-lading
drafts payable upon arrival of goods against

(d) Do not include borrowed securities or
securities purchased under resale agreements
or similar arrangements.
3

REGULATION F

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

which draw n, for which the reporting bank has
given deposit credit to custom ers.

erty and will revert to the lessor o n expiration
of the lease.

( b ) Include ( 1 ) paper rediscounted
the F ed eral Reserve o r o ther banks; and
paper pledged as collateral to secure
payable, as m arginal collateral to secure
rediscounted, or for any o ther purpose.

with
(2 )
bills
bills

(e) B ank prem ises includes vaults, fixed
m achinery and equipm ent, parking lots owned
adjoining or not adjoining the bank premises
th at are used by custom ers o r employees, and
potential building sites.

(c ) D o not include contracts of sale or
other loans indirectly representing bank prem ­
ises o r other real estate; these should be in­
cluded in “bank prem ises” o r “other real
estate” .

(f) E quipm ent includes all movable furni­
ture and fixtures of the bank.

( d ) D o not deduct bona fide deposits ac­
cum ulated by borrow ers for the paym ent of
loans.
6.
Bank premises and equipment, (a) State
the aggregate cost of (1) bank prem ises owned,
( 2 ) leasehold im provem ents, and ( 3 ) equip­
m ent less any accum ulated depreciation or
am ortization with respect to such assets.
(b) All fixed assets acquired subsequent to
D ecem ber 31, 1959, shall be stated at cost less
accum ulated depreciation or am ortization.
(c ) All fixed assets acquired p rior to Ja n u ­
ary 1, 1960, th at are not presently accounted
for by the bank on the basis of cost less accu­
m ulated depreciation o r am ortization, m ay be
stated at book value. Any such assets th at are
still in use and would n ot have been fully de­
preciated on an acceptable m ethod of account­
ing for depreciation if the b ank had recorded
depreciation on such basis shall be described
briefly in a footnote, together with an explana­
tion of the accounting th at was used with re­
spect to such assets.
( d ) T he term “leasehold im provem ents”
com prehends two types of situations: (1) w here
the b ank erects a building on leased property;
and (2 ) where a b ank occupies leased quarters
o r uses leased parking lots and appropriately
capitalizes disbursem ents for vaults, fixed m a­
chinery and equipm ent directly related to such
leased quarters, or resurfacing o r oth er im ­
provem ents directly related to such parking lots
th a t will becom e an integral p a rt of the p ro p ­

7. Other real estate owned, ( a ) State the
aggregate cost of all real estate owned by the
bank th at is not a part of bank prem ises.
( b ) W ith respect to real estate acquired
through default of a loan, aggregate cost shall
include the unpaid balance on the defaulted
loan plus the b an k ’s out-of-pocket costs in ac­
quiring clear title to the property. A ny adjust­
ments from aggregate cost shall be explained
in a footnote.
(c ) T he aggregate m arket value of all real
estate ow ned by the bank that is not a p a rt of
bank premises shall be set forth in a footnote,
together with an explanation of the m ethod of
determ ining such m arket value.

8 . Investments in subsidiaries not consoli­
dated. State the aggregate investm ent, includ­
ing advances, in subsidiaries not consolidated.
9. Customers’ acceptance liability, ( a ) State
the liability to the reporting bank of its custom ­
ers on drafts and bills of exchange that have
been accepted by the reporting b an k or by
other banks for its account and th at are out­
standing— th at is, not held by the bank, on the
reporting date. (If held by the reporting bank,
they should be reported as “loans” ).
(b )
In case a custom er anticipates his lia­
bility to the bank on outstanding acceptances
by paying the bank either the full am ount of
his liability or any p a rt thereof in advance of
the actual m aturity of 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 m ediate applica­
tion to the reduction of the indebtedness to the

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

REGULATION F

bank or the receipt thereof does n ot im m edi­
ately reduce o r extinguish the indebtedness,
then such funds held to m eet acceptances m ust
be reported in “dem and deposits” .

(e ) Include outstanding drafts (including
advices o r authorizations to charge the b a n k ’s
balance in another b a n k ) draw n in the regular
course of business by the reporting b ank on
(c )
D o not include custom er’s liability on other banks pu rsu ant to custom er order.
(f) D o not include trust funds held in the
unused com m ercial and travelers’ letters of
credit issued under guaranty or against the de­
b an k ’s own tru st departm ent th a t the bank
posit of security— th at is, not issued for money
keeps segregated and a p a rt from its general
o r its equivalent.
assets and does not use in the conduct of its
business.
10. Other assets. State separately, if m ate­
rial, ( 1 ) incom e earned b ut no t collected;
13. Federal funds purchased and securities
( 2 ) prepaid expenses; ( 3 ) property acquired
sold under agreements to repurchase, (a )
for the purpose of direct lease financing; and
State the aggregate value of F ed eral funds p u r­
( 4 ) any other asset not included in the preced­
chased and securities sold under repurchase or
ing items.
sim ilar arrangem ents. All securities sold under
transactions of this type should be included
11. Total assets. State the sum of all asset
regardless of ( 1 ) w hether they are called sim ul­
items.
taneous purchases and sales, buy-backs, tu rn ­
arounds, overnight transactions, delayed de­
LIABILITIES
liveries, etc., and (2 ) w hether the transactions
12. Deposits, (a ) State separately (1) de­
are with the same o r different institutions if
m and deposits in dom estic offices of the bank,
the purpose of the transactions is to repurchase
( 2 ) savings deposits in dom estic offices of the
identical o r sim ilar securities.
bank, ( 3 ) tim e deposits in dom estic offices of
(b )
F ederal funds purchased and sales of
the bank, and (4) deposits in foreign offices.
securities
u n der repurchase agreem ents should
R elated unposted debits, if any, should pref­
be
reported
gross and not netted against sales
erably be deducted from dom estic deposists.
of F ed eral funds and purchases of securities
( b ) T he dom estic deposit liability categories
u nder resale agreements.
shall be segregated in accordance w ith the Rules
and R egulations of the Federal D eposit In sur­
14. Other liabilities for borrowed money.
ance C orporation, P art 327.2— Classification
State the aggregate am ount borrow ed by the
of D eposits.
reporting b an k on its ow n prom issory notes, on
notes and bills rediscounted (including com ­
(c ) T he term “unposted debit” m eans a cash
m odity drafts rediscounted), o r on any other
item in the b an k ’s possession draw n on itself
instrum ents given for the purpose of borrow ing
th a t has been paid or credited an d is chargeable
money.
against, bu t has not been charged against, de­
posit liabilities at the close of the reporting
period. This term does not include items th at
have been reflected in deposit accounts on the
general ledger, although they have not been
debited to individual deposit accounts.
(d ) R eciprocal dem and deposit balances
with banks in the U nited States, except those
of private banks and A m erican branches of
foreign banks, shall be reported net.

15. Bank’s acceptances outstanding, (a) State
the aggregate of unm atured drafts and bills of
exchange accepted by th e reporting b ank , o r by
some other b ank as agent for the reporting bank
(o th er th an those reported in “dem and de­
posits” ) , less the am ount of such acceptances
acquired by the reporting b ank through dis­
count or purchase and held on the reporting
date.

REGULATION F
(b )
Include bills of exchange accepted by the
reporting b an k th a t Were draw n by banks or
bankers in foreign countries, or in dependencies
o r insular possessions o f the U nited States, for
the purpose of creating dollar exchange as re­
quired by usage of trad e in the respective coun­
tries, dependencies, o r insular possessions.
16. Mortgages payable, (a) State separately
here, o r in a note referred to herein, such in­
form ation as will indicate ( 1 ) the general char­
acter of the debt including the rate of interest;
( 2 ) th e date of m aturity; ( 3 ) if the paym ent
of principal or interest is contingent, an ap pro­
priate indication of such contingency; and ( 4 )
a brief indication of priority.

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

judgm ent as to possible loss o r value depre­
ciation and (B ) has been established through a
charge against income.
(b)A ny provision for possible loan losses th at
the b ank establishes as a precautionary m easure
th at is in excess of the am ount reported in p a ra ­
graph (a) shall not be included in this allowance
but shall be reported as a contingency reserve—
th a t is, as a segregation of undivided profits.
Note. Any allowance that (1) represents manage­
ment’s judgment as to possible loss or value deprecia­
tion in investment securities and (2 ) has been estab­
lished through an appropriate charge against income
shall be separately stated. Any provision for possible
security losses that the bank establishes as a precau­
tionary measure only (such as to reflect normal fluc­
tuations in market value of readily marketable secur­
ities) shall not be included in this allowance but shall
be reported as a contingency reserve— that is, as a
segregation o f undivided profits.

(b )
If there are any liens on b ank premises
or other real estate ow ned by th e bank o r its
consolidated subsidiaries w hich have not been
assum ed by the b an k o r its consolidated subsi­
CAPITAL ACCOUNTS
diaries, rep ort in a footnote the am ount thereof
21. Capital notes and debentures. State
together with an appropriate explanation.
separately here, o r in a note referred to herein,
17. Other liabilities. State separately, if
each issue o r type of obligation and such infor­
m aterial, ( a ) accrued payrolls; ( b ) accrued
m ation as will indicate ( a ) the general charac­
income tax liability (F ederal and State com ­
ter of each type of debt including the rate of
b in e d ); (c ) accrued interest; ( d ) cash divi­
interest; ( b ) the date of m aturity (o r dates if
dends declared b ut no t paid; (e) incom e col­
m aturing serially) and call provisions; (c ) the
lected but n ot earned; and ( f ) any other liability
aggregate am ount of m aturities, and sinking
not included in Item s 12 through 16.
fund requirem ents, each y ear for the 5 years
following the date of the balance sheet; ( d ) if
18. Total liabilities. State the sum of Item s
the paym ent of principal o r interest is contin­
12 through 17.
gent, an appropriate indication of the n atu re of
19. Minority interests in consolidated sub­
the contingency; (e ) a brief indication of prior­
sidiaries. State the aggregate am ount of m inor­
ity; and (f) if convertible, the basis.
ity stockholders’ interests in capital stock, sur­
22. Equity capital, (a) C apital stock. State
plus, and undivided profits of consolidated sub­
for
each class of shares the title of issue, the
sidiaries.
num ber of shares authorized, the num ber
RESERVES
of shares outstanding and the capital
share
liability thereof, and, if convertible,
20. Allowance for possible loan losses, (a)
the
basis
of conversion. Show also the dollar
State the balance of the loan losses allpwance
am
ount,
if
any, of capital shares subscribed but
account at the end of th e fiscal year. Include in
unissued, and of subscriptions receivable
this allow ance only ( 1 ) any provision th a t the
thereon.
bank m akes for possible loan losses p ursuan t
to the T reasury tax form ula and ( 2 ) any
am ount in excess of the provision tak en u nder
such form ula th at (A ) represents m anagem ent’s

(b )
Surplus. State the n et am ount form ally
transferred to the surplus account on o r before
the reporting date.

Form

F-9A

REGULATION F

(B a la n c e S h e e t)

element of know n losses, o r losses the am ount
of which can be estim ated with reasonable
accuracy.

(c ) U ndivided profits. State the am ount of
undivided profits shown by the b a n k ’s books.
( d ) R eserve for contingencies and other
capital reserves.

(4 )
Reserves for possible security
losses, reserves fo r possible loan losses, and
other contingency reserves th a t are established
as precautionary m easures only shall be in­
cluded in these reserves, as they represent seg­
regations of “undivided profits” .

( 1 ) State separately each such reserve
and its purpose.
( 2 ) These reserves constitute am ounts
set aside for possible decrease in the book value
of assets, o r for other unforseen o r indeter­
m inable liabilities not otherw ise reflected on the
b a n k ’s books and n o t covered by insurance.

23. Total capital accounts. State the total of
Item s 21 and 22.
24. Total liabilities, reserves and capital.
State the total of Item s 18, 19, 20 and 23.

( 3 ) A s these reserves represent a segre­
gation of undivided profits, do not include any

7

REGULATION F

( S t a t e m e n t o f I n c o m e ) F o r m F -9 B

B.

St a t e m e n t o f I n c o m e

1. Operating Income:
(a ) Interest and fees on lo a n s .............................................................................................................................
(b ) Income on Federal funds sold and securities purchased under agreements to resell ..............
(c ) Interest and dividends on investments:
(1 ) U.S. Treasury secu rities........................................................................................................................
(2 ) Securities of other U.S. Government agencies and corp oration s.............................................
(3 ) Obligations of States and political subdivisions .......................................................................
(4 ) Other securities ......................................................................................................................................
(d) Trust department income .............................................................................................................................
(e) Service charges on deposit a c co u n ts...........................................................................................................
(f) Other service charges, collection and exchange charges, commissions, and f e e s .........................
(g) Other operating in c o m e .................................................................................................................................
(h ) Total operating income ..................................................................................................................................
2. Operating Expenses:
(a ) Salaries and wages ...........................................................................................................................................
(b ) Pensions and other employee b e n e fits.......................................................................................................
(c) Interest on d ep o sits..........................................................................................................................................
(d) Expenses of Federal funds purchased and securities sold under agreements to repurchase
(e) Interest on other borrowed m o n e y ..............................................................................................................
(f) Interest on capital notes and debentures...................................................................................................
(g) Occupancy expense of bank premises, net:
Gross occupancy expense -------------------Less: Rental income ................................... ..........................................................................................
(h) Furniture and equipment expense (Including depreciation of $-------- ) ...........................................
(i) Provision for loan l o s s e s ...................................................... ! .......................................................................
(j) Other operating expenses .............................................................................................................................
(k) Total operating e x p e n se s...............................................................................................................................
3. Income before Income Taxes and Securities Gains (Losses) .....................................................................
4. Applicable Income T a x e s ........................................................................................................................................
5. Income before Securities Gains (Losses) ..................................................................................................
6. Net Security Gains (Losses), less related tax effect, $........... ........................................................................

7. Net income ...............................................................................................................................................
OR

7. Income before Extraordinary I te m s ..........
8. Extraordinary Items, less related tax effect, $
9. Net In c o m e ....................................................
10. Earnings per common share*:
Income before securities gains (losses) .............................................................................................
Net Income .............................................................................................................................................
* Per share amount of securities gains (losses) may be stated separately. If extraordinary items are reported, per share
amount of income before extraordinary items and per share amount of extraordinary items shall be stated separately.

1.

Operating income. 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, com­
mercial paper purchased in the open market,

drafts for which the bank has given deposit
credit to customers, 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.

F orm F -9 B (S ta te m e n t of In c o m e )

(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) Current amortization of premiums on
mortgages or other loans shall be deducted
from interest on loans and current accumula­
tion of discount on such items shall be added
to interest on loans.
(b) Income on Federal funds sold and se­
curities purchased under agreements to resell.
Include the total gross revenue from Federal
funds sold and securities purchased under
agreements to resell.
(c) Interest and dividends on investments.
(1) State separately interest and dividens from (A ) U.S. Treasury securities, (B)
securities and other U. S. Government agencies
and corporations, (C) obligations of States
and political subdivisions, and (D ) other se­
curities owned by the bank, including securities
pledged, loaned, or sold under repurchase
agreements and similar arrangements.
(2) Include accretion of discount on se­
curities, if any; deduct amortization of pre­
miums on securities. If the reporting bank ac­
crues bond discount and such income amounts
to 5 per cent or more of the total of interest
and dividends on investments, state in a note to
financial statements, the amount of accretion
income and deferred income taxes applicable
thereto.
(3) When securities are purchased, any
payment for accrued interest shall not be
charged to expenses, nor when collected be
credited to earnings. Such interest shall be
charged to a separate account that will be cred­
ited upon collection of the next interest pay­
ment. The balance in the account shall be
shown as “Other assets” in the balance sheet.

REGULATION F
(2)
This item may be reported on the
cash basis in those instances where the presen­
tation 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 of
trust department income is not reported on
the accrual basis, there shall be a footnote ex­
plaining the method of reporting and the rea­
son for departing from reporting on the accrual
basis.
(e) Service charges on deposit accounts. In­
clude amounts charged depositors that fail to
maintain specified minimum deposit balances;
charges based on the number of checks drawn
on and deposits made in deposit accounts;
charges for account maintenance and for
checks drawn on “no minimum balance” de­
posit accounts; return check charges; etc.
(f) Other service charges, collection and
exchange charges, commissions, and fees. State
the aggregate of other service charges, collec­
tion and exchange charges, commissions, and
fees. Exclude charges on loans and deposits
and those related to the Trust Department. Do
not include reimbursements for out-of-pocket
expenditures made by the bank for the account
of customers. If expense accounts were charged
with the amount of such expenditures, the re­
imbursements should be credited to the same
expense accounts.
(g) Other operating income.

(1) Include all operating income not re­
ported in Items 1(a) through 1(f).
(2) Include (A ) net trading account in­
come consisting of profits and losses, interest,
and other income and expense related to secu­
rities carried in a dealer trading account or
accounts that are held principally for resale
to customers, but exclude salaries, commis­
(d) Trust department income.
sions, and other indirect expenses; (B) income
(1)
Include income from commissionsfrom lease financing; (C) gross rentals from
“other real estate” and safe deposit boxes;
and fees for services performed by the bank in
(D ) net remittable profits (or losses) of for­
any authorized fiduciary capacity.

REGULATION F
eign branches and consolidated subsidiaries
less any minority interests (unless the report­
ing bank preferably combines or consolidates
each item of income and expense); (E ) inter­
est on time balances with other banks; and
(F ) all other recurring credits (such as mis­
cellaneous recoveries) and immaterial non­
recurring credit items.
(3) Do 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 in­
come, (B) net remittable profits (or losses) of
foreign branches and consolidated subsidiaries
(if included in this sub-item), and (C) all
other amounts 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.”

( S t a t e m e n t o f I n c o m e ) F o r m F -9 B

and related functions. Such compensation shall
be included in Item 2(g).
(5)
Do not include amounts paid to legal,
management, and investment counsel for pro­
fessional services if such counsel are not sala­
ried officers or employees of the bank. Such
amounts shall be included in Item 2 (j).
(b) Pensions and other employee 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 department personnel (see Item 2 (g )).
(2) Include the bank’s own contribution
to its pension fund; unemployment and Social
Security taxes for the bank’s own account; life
insurance premiums (net of dividends re­
ceived) and hospitalization insurance payable
by the bank; and other employee benefits.

(3) Do not include expenses related to
testing, training, or education of officers and
(h)
Total operating income. State the sum
employees; the cost of bank newspapers and
of Items 1(a) through 1(g).
magazines; premiums on insurance policies
2. Operating expenses. State separately:
where the bank is beneficiary; and athletic ac­
tivities where the principal purpose is for pub­
(a) Salaries.
licity or public relations and employee benefits
(1) Include compensation for personal
are only incidental. Such amounts shall be
services of all officers and employees, including
included in Item 2 (j).
dinning room and cafeteria employees but not
(c) Interest on deposits. Include interest on
building department employees.
all deposits.
(2) Include amounts withheld from sala­
(d) Expense of Federal funds purchased
ries for Social Security taxes and contributions
and securities sold under agreements to re­
to the bank’s pension fund. Do not include
purchase. Include the total gross expenses of
Social Security taxes paid by the bank for its
Federal
funds purchased and securities sold
own account and the bank’s contribution to
under
agreements
to repurchase.
pension funds. Such amounts shall be included
in Item 2 (b ).
(e) Interest on other borrowed money.
(3) Include bonus and profit sharing
(1) Include all interest on bills payable,
paid directly or through a trustee. Such com­
rediscounts, unsecured notes payable, and
pensation that is deferred and not distributed
other instruments issued for the purpose of
to employees shall be reported in Item 2 (b ).
borrowing money other than Federal funds
purchased
and securities sold under agreements
(4) Do not include compensation of offi­
to
repurchase.
cers and employees who spent the major por­
tion of their working time on bank building
(2) Do not include interest on mortgages

Form

F-9B

(S ta te m e n t o f Incom e)

on bank premises. Such interest shall be in­
cluded 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
amount reported.
(3) Do not include premium or discount
paid or realized on retirement of such securi­
ties. Such amounts shall be reported in Item
1(g) or 2 (j).

REGULATION F
amount for credit losses. Such amount shall be
determined by management in light of past loan
loss experience and evaluation of potential loss
in the current loan portfolio. The estimated
loan loss factor allocable to operating expense
shall not be less than the amount computed
under one of the elective methods set forth in
sub-item (2 ).
(2) The bank may elect in 1969, and
thereafter consistently use for financial report­
ing 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 out­
standing 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 of 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 number of years
beginning with 1969 and ending with the year
of report. In 1973, banks which elect the for­
ward moving average method will compute
the minimum allocable credit loss expense on
the same basis as banks which elect method
( 1).

(g) Occupancy expense of bank premises,
net.
(1) Include in “gross occupancy expense”
inset the aggregate amount of (A ) salaries,
wages, and supplementary compensation of
bank personnel who devote the major portion of
their time to the operation of bank premises
or its consolidated premises subsidiaries; (B)
depreciation of bank premises and amortization
of leasehold improvements; (C) rent expense
of bank premises; (D ) real estate taxes; (E)
interest on mortgages on bank premises owned;
and (F ) other bank premises operating and
maintenance expenses.
(2) Include in “rental income” inset the
aggregate amount of rentals from bank prem­
ises leased by the bank or its consolidated
premises subsidiaries.
(3) Report the net occupancy expense
Note. For purposes of Items 2(A) and (B), annual
(or net income) of bank premises. If net income
“average loans outstanding” (1) shall include Federal
funds sold and securities purchased under agreements
is reported, the amount shall be shown in paren­
to resell, and (2 ) may be computed on any reasonable
thesis.
schedule of frequency. In the absence of other pro­
(h) Furniture and equipment expense.
cedures, “Other loans”, and “Federal funds sold and
securities purchased under agreements to resell”, as
(1) Include normal and recurring de­
reported in the Statements of Condition called by the
preciation charges; rental costs of office ma­
supervisory authorities, shall be averaged.
chines and tabulating and data processing
(C) Actual net charge-offs as experi­
equipment; and ordinary repairs to furniture
enced in the current year.
and office machines, including servicing costs.
(3) An estimated amount for loan losses
The amount applicable to depreciation charges
allocable to operating expense in excess of the
shall be shown in parenthesis.
minimum amount computed as instructed in
sub-item (2) should be provided when judged
(2) Include taxes on equipment.
appropriate in the opinion of management.
(i) Provision for loan losses.
(4) Furnish in a note to financial state­
(1)
Banks which provide for loan losses
ments
an explanation of the basis for allocating
on a reserve basis shall include an estimated

REGULATION F
loan losses to operating expense including (A )
the method followed, and (B) amount added
at the discretion of management, if any.
(5) The amount may be expressed in
even dollars or thousands of dollars.
Note. The amount reported for loan losses in
operating expense shall be adjusted, if necessary, to
the amount transferred to the allowance for loan
losses recorded on the books of the bank by an entry
to the undivided profits account in the statement of
changes in capital accounts. For example, if the esti­
mated loan loss expense reported in the statement of
income is less than the amount transferred to the
allowance for loan losses, the amount of difference,
less related tax effect, should be charged against the
undivided profits account. If the estimated loan loss
expense reported in the statement of income (1) is
more than the amount transferred to the allowance
for loan losses, and (2) represents the minimum
amount the bank is required to allocate under its
elected method, the amount 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
amount 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 promo­
tion, contributions, cost of examinations by
supervisory authorities, deposit insurance as­
sessment, fees paid to directors and members of
committees, memberships, net cash shortages
or overages, operating expenses (except sala­
ries) of “Other real estate owned”, postage,
premium on fidelity insurance, publicity, re­
tainer fees, stationery and office supplies, sub­
scriptions, taxes not reported against other
items, telegrams and cables, telephone, tempo­
rary agency help, travel, unreimbursed losses
on counterfeits, forgeries, payments over stops,
and all other recurring expenses and imma­
terial 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 amounts that represent 25
per cent or more of this item.

( S t a t e m e n t o f I n c o m e ) F o r m F -9 B

(k) Total operating expenses. State the sum
of Items 2 (a) through 2 (j).
3. Income before income taxes and security
gains (losses). State the difference of Item
1(h) minus Item 2 (k ).
4. Applicable income taxes, (a) State the
aggregate of Federal and State taxes applicable
to the amount reported in Item (3 ).
(b)
Do not include taxes applicable to net
security gains (losses) and extraordinary items.
Such taxes (or tax reductions) shall be re­
ported in Items 6 and 8.
5. Income before securities gains (losses).
State the difference of Item 3 minus Item 4.
6. Net security gains (losses). State the net
result of security gains and losses realized. Re­
lated income taxes (or tax reductions) shall
be shown parenthetically.
7. Net income. 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 items. State the material
results of non-recurring transactions that have
occurred during the current reporting period.
Only the results of major events outside of the
ordinary operating activity of the bank are to
be reported herein. Such events would include,
but not be 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 re­
ductions) shall be shown parenthetically. (Less
than material results of non-recurring transac­
tions are to be included in Items 1 (g) or 2 (j),
as appropriate.)
9. Net income. State the sum or difference
of Items 7 and 8.
10. Earnings per common share. State the
per share amounts applicable to common stock
(including common stock equivalents) and per
share amounts on a fully diluted basis, if ap­
plicable. The basis of computation, including
the number of shares used, shall be furnished in
a note to financial statements.

REGULATION F
C . St a t e m e n t

of

C hanges

Increase (decrease)

in

C a p it a l A c c o u n t s

Pre­
Capital
ferred
notes
stock
and
deben­ $
par
tures

Com­
mon
stock
$
par

Surplus

Undi­
vided
profits

Reserve for
contin­
gencies
and other
capital
reserves

1. N et income transferred to undivided profits . . . .
2. Capital notes and debentures, preferred stock
and common stock sold (par or face value)
3. Stock issued incident to mergers and acquisitions
4. Premium on capital stock sold
5. Additions to, or reductions in, surplus, undi­
vided profits, and reserves incident to mergers
6. Transfer to allowance for loan loss, exclusive of
portion charged against income, less related
income tax effect $
7. Cash dividends declared on preferred stock
8. Cash dividends declared on common stock
9. Stock issued in payment of stock dividend,
shares at par value.
10. A ll other increases (decreases)1
11. N et increase (decrease) for the year
12. Balance at beginning of year 2
13. Balance at end of year
1 State 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.

REGULATION F

(S c h e d u le s) F orm

F-9D

D. S c h e d u l e s
SCHEDULE I— U.S. TREASURY SECURITIES, SECURITIES OF OTHER U.S.
GOVERNMENT AGENCIES A N D CORPORATIONS, A N D OBLIGATIONS OF
STATES A N D POLITICAL SUBDIVISIONS
Principal
amount

Type and maturity grouping

Book
value 1

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 o f other U.S. Government agencies and corporations
Obligations of states and political subdivisions 2 3
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
1 State briefly in a footnote the basis for determining the amounts in this column.
2 Include obligations of the States of the United States and their political subdivisions, agencies, and instrumen­
talities; also obligations of territorial and insular possessions of the United States. Do not include obligations of
foreign States.
3 State in a footnote the aggregate (a) principal amount, (b) book value, and (c) market value of securities that
are less than “investment grade.” If market value is determined on any basis other than market quotations at bal­
ance sheet date, explain.

SCHEDULE II— OTHER SECURITIES
Type

Amount

Book value 1

Bonds, notes, and debentures 2 3
Stock o f the Federal Reserve Bank
Other stocks 2 4
Total
1 State briefly in a footnote the basis for determining the amounts shown in this column.
2 State in a footnote the aggregate amount and book value of foreign securities included.
3 State in a footnote the aggregate (a) principal amount, (b) book value, and (c) market value of bonds, notes,
and debentures that are less than “investment grade." If market value is determined on any basis other than market
quotations at balance sheet date, explain.
4 State in a footnote the aggregate market value.

1

Form

F-9D

REGULATION F

(S c h e d u l e s )

SCHEDULE HI— OTHER LOANS 1
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, apd other consumer expenditures
A ll other loans (including overdrafts)
Total other loans reported in balance sheet
1 If impractical to classify foreign branch and foreign subsidiary loans in accordance with this schedule, a separate
caption stating the total amount of such loans may be inserted. Such action should be explained in a footnote.

SCHEDULE IV— BANK PREMISES A N D EQUIPMENT

Bank premises
(including land $

Amount at which
Accumulated depreciation
carried on balance sheet
and amortization 3 4

Gross book
value 2

Classification 1

)

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

15

REGULATION F

(S c h e d u le s) F orm

F-9D

SCHEDULE V — INVESTMENTS IN, D IV IDEND INCOME FROM, A N D SHARE IN EARNINGS OR
LOSSES OF UNCONSOLIDATED SUBSIDIARIES

Name of subsidiary

Per cent
of voting
stock owned

Totals

Total
investment,
including
advances

Equity in
underlying
net assets
at balance
sheet date 1

Amount of
dividends 2

$

$

$

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

$

1 Equity shall include advances reported in preceding column to the extent recoverable.
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.
2

SCHEDULE VI— “OTHER” LIABILITIES FOR BORROWED MONEY
Item
Borrowings from Federal Reserve Bank
Unsecured notes payable within 1 year
Unsecured notes payable after 1 year
Other obligations
Total

Amount

REGULATION F

F orm F -9 D (S c h ed u l es)

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

Item

Other
amount1

Balances at beginning of period
Recoveries credited to Allowance
Additions due to mergers and absorptions 2
Transfers to Allowance:
From income
From undivided profits 3
Totals
Losses charged to Allowance
Balances at end of period 4
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.
3 Indicate by parenthesis the gross amount of any credit adjustment to undivided profits.
4 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.
N o te . —The sum of the balances should equal the amount of “Allowance for possible loan losses” reported in the
balance sheet.

17