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FEDERAL RESERVE BANK
OF N EW YORK
February 11, 1970
SECURITIES OF MEMBER STATE BANKS
Copies of Amended Regulation F and Related Forms
To State Member Banks in the Second Federal Reserve District:
Enclosed is a copy of the Board of Governors9 Regulation F, “ Securities
of Member State Banks,” as amended effective December 31, 1969, and of each
of the following related form s:
F - l —Registration Statement for Securities of a Bank
F -2 —Annual Report
F -3 —C urrent Report
F -4 —Quarterly Report
F -5 —Proxy Statem ent; Statement Where Management Does Not
Solicit Proxies
F -6 —Statement in Election Contest
F -9 —Financial Statements
The regulation incorporates amendments, effective December 31, 1969, that
implement the “ net income” concept in bank income reports, require reporting
of per-share earnings, revise provisions relating to proxy solicitations and those
relating to public inspection of reports, and reduce the time for filing certain
reports. The announcement of these amendments was sent to you on Decem
ber 22, 1969.
Forms F-2, F-4, F-5, and F-9 have been amended in accordance with the
above changes in the regulation. Forms F -l, F-3, and F-6, which had been bound
with the superseded forms, have been reprinted separately without change.
Additional copies of the enclosures will be furnished upon request.
A l fr e d H ay es,
President.
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.
CONTENTS
Page
S ec. 206.1— S cope of Pa r t ....................................
S ec. 206.2— D efinitions ........................................
S ec. 206.3— Inspection and P ublication of
Information F iled U nder the
A ct ...................................................
(a) Filing of material with the Board
(b) Inspection
(c) Nondisclosure of certain information filed
S ec. 206.4— Registration Statements and R e
ports ..................................................
(a) Requirement of registration statement . . .
(b) Registration effective as to class or series.
(c) Acceleration of effectiveness of registration
(d) Exchange certification
(e) Requirement o f annual reports
(f) Exception from requirement for annual
report ........................................................
(g) Current reports ...............................................
(h) Quarterly reports ...........................................
(i) Additional information ..................................
(j) Information not a v a ila b le.............................
(k) Disclaimer of control
(1) Incorporation by reference .........................
(m) Summaries or outlines of documents . . . .
(n) Omission of substantially identical docu
ments ............................................................
(0) Incorporation of exhibits by reference. . . .
(p) Extension of time for furnishing informa
tion .................................................................
(q) Number of copies; signatures; binding . . .
(r) Requirements as to paper, printing, and
language ........................................................
(s) Preparation of statement or r e p o r t
(t) Riders; inserts
(u) Amendments
(v) Title of securities ...........................................
(w) Interpretation of requirements
(x) When securities are deemed to be regis
tered ...............................................................
S ec. 206.5— P roxy Statements and Other So
licitations U nder S ection 14
of the A ct ....................................
(a) Requirement of S ta tem en t...........................
(b) Exceptions ........................................................
(c) Annual report to security holders to ac
company Statements ..................................
(d) Requirements as to proxy ...........................
(e) Presentation of information in Statement.
(f) Material required to be f i l e d
(g) Mailing communications for security
holders ..........................................................
(h) False or misleading statements ..................
(1) Special provisions applicable to election
contests ........................................................
(j) Prohibition of certain solicitations
(k) Proposals of security h o ld e r s
(1) Invitations for tenders ..................................
(m) Recommendations as to tender offers. . . .
(n) Change in majority of directors
(o) Solicitation prior to furnishing required
proxy statement ........................................
S f.c. 206.6— “I nsiders’ ” S ecurities T ransac
tions and R eports U nder S ec
tion 16 of the A ct .....................
(a) Filing of statements by directors, officers,
and principal stockholders ......................
5
5
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8
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9
10
10
10
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10
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16
16
18
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Page
(b) Ownership of more than 10 per cent of an
equity security ...........................................
(c) Disclaimer of beneficial ownership...........
(d) Ownership of securities held in trust . . . .
(e) Certain transactions subject to section
16(a) ..................................................... ..
(f) Exemption from section 16 of securities
purchased or sold by odd-lot dealers. . .
(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) of 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 exercise of 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..
24
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24
25
25
25
26
26
26
26
27
28
28
28
29
29
Sec. 206.7— Form and C ontent of Financial
Statements ......................................29
(a) Principles of financial reporting ...................29
(b) Verification ................................................... ....29
(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 sh e e ts.............31
(10) General notes to statements of income 32
(d) Consolidated financial statements ............. ....32
(e) Statement of changes in capital accounts.. 33
(f) Schedules to be filed .................................. ....33
A ppendix .................................................................. 34
FORMS AND RELATED INSTRUCTIONS
Forms and related instructions, which are integral parts of this regula
tion, are assembled separately as follows:
Form F -l—Registration Statement for Securities of a Bank
Form F-2—Annual Report
Form F-3—Current Report
Form F-4—Quarterly Report
Form F-5—Proxy Statement; Statement Where Management Does Not
Solicit Proxies
Form F-6—Statement in Election Contest
FormF-7—Initial Statement of Beneficial Ownership of Equity
Securities
Form F-8—Statement of Changes in Beneficial Ownership of Equity
Securities
Form F-9—Financial Statements
A. Balance Sheet
B. Statement of Income
C. Statement of Changes in Capital Accounts
D. Schedules
Form F-10—Registration Statement for Additional Classes of Securities
of a Bank
Form F-l 1—Statement to be Filed Pursuant to § 206.4(g)(2) or
§ 206.5(1) of Regulation F
FormF-12—Statement to be Filed Pursuant to § 206.5(m) of
Regulation F
Form F-20—Amendment to Registration Statement or Periodic Report
of Bank
REGULATION F
(12 CFR 206)
As amended effective December 31, 1969
SECURITIES OF MEMBER STATE BANKS
SECTION 206.1— SCOPE OF 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— D EFINITIONS
F or 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.
1 See Appendix, page 34.
5
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.
REGULATION F
§ 206.2 (DEFINITIONS)
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. F o r 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,
(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 1 2 (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
6
REGULATION F
(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 m ajor 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 or 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
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 prom oter 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
7
REGULATION F
§ 206.3 (INSPECTION)
SECTION 206.3— IN SPECTION AND
PUBLICATION OF INFO RM A TIO N
FILED U N D ER T H E ACT
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 § 2 0 6 .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.
(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
8
(REGISTRATION) § 206.4
REGULATION F
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^n 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 “CONFIDENTIAL 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.
(6) The confidential portion shall be made
If, however, a class of security is issuable in
available to the public:
two or more series with different terms, each such
(i)
upon the lapse of 15 days after the disseries shall be deemed a separate class for the
purposes of this paragraph.
patch of notice by registered or certified mail of
the finding and determination of the Board
(c) Acceleration of effectiveness of registra
described in subparagraph (5 ), if prior to the
tion. A request for acceleration of the effective
lapse of such 15 days the person shall not have
date of registration shall be made in writing by
9
REGULATION F
§ 206.4 (REGISTRATION)
be filed within 90 days after the close of the fiscal
year or within 30 days of the mailing of the
bank’s annual report to stockholders, whichever
occurs first.
(f) Exception from requirement for annual
report. Notwithstanding paragraph (e) of this
§ 206.4, any bank that has filed, within the
period prescribed for filing an annual report
pursuant to that paragraph, a registration state
ment that has become effective and is not sub
ject to any proceeding under section 15(c) or
section 19(a) of the Act, or to an order there
under, need not file an annual report if such
statement covers the fiscal period that would be
covered by such annual report and contains all
of the information, including financial state
ments and exhibits, required for annual reports.
(g) Current reports. (1) Every registrant bank
shall file a current report in conformity with the
requirements of Form F-3 within 10 days after
the close of any m onth during which any of the
events specified in that form occurs, unless sub
stantially the same information as required by
that form has been previously reported by the
bank.
(2) Any person who, after acquiring, subse
quent to July 29, 1968, directly or indirectly, the
beneficial ownership of any equity security of a
member State bank, of a class which is registered
pursuant to section 12 of the Act, is directly or
indirectly the beneficial owner of more than 10
per cent of such class shall, within ten days after
such acquisition, send to the bank at its principal
executive office, by registered or certified mail,
send to each exchange where the security is
traded, and file with the Board a statement con
taining the information required by Form F - l l .
(3) If any material change occurs in the facts
set forth in the statement required by paragraph
(g )(2 ), the person who filed such statement shall
promptly file with the Board and send to the bank
and the exchange an amendment disclosing such
change.
(h) Quarterly reports. Every registrant bank
shall file a quarterly report in conformity with
the requirements of Form F-4 for each fiscal
quarter ending after the close of the latest fiscal
year for which financial statements were filed
in a registration statement, except that no report
either the bank, an exchange, or both and shall
briefly describe the reasons therefor.
(d) Exchange certification. (1) Certification
that a security has been approved by an ex
change for listing and registration pursuant to
section 12(d) of the Act shall be made by the
governing committee or other corresponding
authority of the exchange.
(2) The certification shall specify (i) the
approval of the exchange for listing and regis
tration; (ii) the title of the security so approved;
(iii) the date of filing with the exchange of the
registration statement and of any amendments
thereto; and (iv) any conditions imposed on
such certification. The exchange shall promptly
notify the Board of the partial or complete satis
faction of any such conditions.
(3) The certification may be made by tele
gram but in such case shall be confirmed in
writing. All certifications in writing and all
amendments thereto shall be filed with the Board
in duplicate and at least one copy shall be
manually signed by the appropriate exchange
authority.
(4) The date of receipt by the Board of the
certification approving a security for listing and
registration shall be the date on which the cer
tification is actually received by the Board or
the date on which the registration statement to
which the certification relates is actually received
by the Board, whichever date is later.
(5) If an amendment to the registration state
ment is filed with the exchange and with the
Board after the receipt by the Board of the
certification of the exchange approving the se
curity for listing and registration, the certifica
tion, unless withdrawn, shall be deemed made
with reference to the statement as amended.
(6) An exchange may, by notice to the Board,
withdraw its certification prior to the time that
the registration to which it relates first becomes
effective pursuant to paragraph (b) of this
§ 206.4.
(e) Requirement of annual reports. Every
registrant bank shall file an annual report for
each fiscal year after the last full fiscal year for
which financial statements were filed with the
registration statement. The report, which shall
conform to the requirements of Form F-2, shall
10
(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. M atter 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.
Matter 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)
REGULATION F
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. A t 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.
(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 modern type. T o 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
12
REGULATION F
(PROXY STATEMENTS) § 206.5
filed with a statement or report is in a foreign
language, it shall be accom panied by a transla
tion into English.
(s ) Preparation of statement or report. Each
statem ent and report shall contain the numbers
and captions o f all item s o f the appropriate form ,
but the text o f the items m ay be om itted provided
the answers thereto are so prepared as to indicate
to the reader the coverage o f the item s w ithout
the n ecessity o f his referring to the text o f the
items or instructions thereto. W here any item
requires inform ation to be given in tabular form ,
how ever, it shall be given in substantially the
tabular form specified in the item. A ll instruc
tions, w hether appearing under the items o f the
form or elsewhere therein, are to be omittejl. U n
less expressly provided otherw ise, if any item is
inapplicable, or the answer thereto is in the nega
tive, an appropriate statement to that effect shall
be made.
contingency; a brief indication o f the priority
o f the issue; and if convertible, a statem ent to
that effect.
(3 )
In the case o f any other kind o f security,
appropriate inform ation o f com parable character.
(w ) Interpretation of requirements. U n less the
context clearly show s otherw ise,
(1 ) T he form s require inform ation only as to
the bank.
(2 ) W henever any fixed period o f tim e in the
past is indicated, such period shall be com puted
from the date o f filing.
(3 ) W henever words relate to the future,
they have reference -solely to present intention.
(4 ) A n y w ords indicating the holder o f a
position or office include persons, by whatever
titles designated, w hose duties are those ordi
narily perform ed by holders o f such positions
or offices.
(x ) When securities are deemed to be regis
tered. A class o f securities with respect to w hich
(t) Riders; inserts. Riders shall not be used.
If the statem ent or report is typed on a printed
form , and the space provided for the answer to
any given item is insufficient, reference shall be
made in such space to a full insert page or pages
on w hich the item number and caption and the
com plete answer are given.
(u )
Amendments. All am endm ents shall com
ply w ith all pertinent requirem ents applicable to
statements and reports. A m endm ents shall be filed
separately for each separate statem ent or report
am ended. A m endm ents to a statem ent m ay be
filed either before or after registration becom es
effective.
(v ) Title of securities. W herever the title o f
securities is required to be stated, inform ation
shall be given that will indicate the type and gen
eral character o f the securities, including:
(1 ) In the case o f shares, the par or stated
value, if any; the rate o f dividends, if fixed, and
whether cum ulative or noncum ulative; a brief
indication o f the preference, if any; and if con
vertible, a statem ent to that effect.
SE C T IO N 2 0 6 .5 — P R O X Y ST A T E M E N T S
A N D O T H E R SO L IC IT A T IO N S U N D E R
SE C T IO N 14 O F T H E A CT.
(a )
Requirement of Statement. N o solicita
tion o f a proxy with respect to a security o f a
bank registered pursuant to section
12 o f the
A ct shall be m ade unless each person solicited
is concurrently furnished, or has previously been
furnished, with a written proxy statem ent con
(2 ) In the case o f funded debt, the rate o f
interest; the date o f m aturity, or if the issue
matures serially, a brief indication o f the serial
maturities, such as “maturing serially from 197b
to 1980” ; if paym ent o f principal or interest is
contingent, an appropriate indication o f such
an application for registration or a registration
statem ent has been filed pursuant to section 12
o f the A ct shall be deem ed to be registered for
the purposes o f sections 13, 14, and 16 o f the
A ct and this Part only w hen such application or
registration statem ent has becom e effective as
provided in section 12, and securities o f said
class shall not be subject to sections 13, 14, and
16 o f the A ct until such application or registra
tion statem ent has becom e effective as provided
in section 12.
taining the inform ation required by Form F-5.
If the m anagem ent o f any bank having such a
security outstanding fails to solicit proxies from
the holders o f any such security in such a m an
ner as to require the furnishing o f such a proxy
13
§ 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 rem unera
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
(PROXY STATEMENTS) § 206.5
(b ) Comparative statements of income in a form
providing for the determination of “net income” for
each fiscal year and per share earnings data.
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.
(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.
(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 m atter 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.
(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 o f 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.
(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.
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 o f 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)) of securities registered in the
name of such person in other capacities or in the
name of other persons at such address, or (ii) the
security holders at such address consent thereto in
writing. Nothing herein shall be deemed to relieve
any person so consenting of any obligation to obtain
or send such annual report to any other person.
(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
date on which such report is first sent or given
to grant such authority, provided the form of
to security holders, or (ii) the date on which
proxy so states in bold-face type. This paragraph
preliminary copies of the management Statement
(3) does not apply (i) in the case of a merger,
are filed with the Board pursuant to paragraph
consolidation, or other plan if the election of
(f), whichever date is later. Such annual report
directors is an integral part of the plan and is not
is not deemed to be “soliciting material” or to
to be separately voted upon or (ii) if the only
15
§ 206.5 (PROXY STATEMENTS)
REGULATION F
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
matters:
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. W here practicable and appropriate, the
information shall be presented in tabular form.
All amounts shall be stated in figures. Inform a
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.
(i) M atters 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) M atters incident to the conduct of the
meeting.
(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 m atter 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.
(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
(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
16
REGULATION F
(PROXY STATEMENTS) § 206.5
(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
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 ma
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
17
§ 206.5 (PROXY STATEMENTS)
REGULATION F
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 m atter 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
18
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 o f 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
(PROXY STATEMENTS) § 206.5
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 m atter 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
19
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 m atter 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)
REGULATION F
sale of securities and who is not otherwise a
shall be filed by or on behalf of each participant
participant;
in such prior solicitation, other than the bank,
(/) any other person who solicits proxies.
as soon as reasonably practicable after the com
mencement of the solicitation in opposition
(ii) Such terms do not include
thereto, with the Board and with each exchange
{a) any person or organization retained
on which any security of the bank is listed.
or employed by a participant to solicit security
(iv) If, subsequent to the filing of the
holders, or any person who merely transmits
statements required by subparagraphs (i), (ii),
proxy soliciting material or performs ministerial
and (iii) above, additional persons become partici
or clerical duties;
pants in a solicitation subject to this paragraph
(6)
any person employed by a participant
(i), there shall be filed, with the Board and each
in the capacity of attorney, accountant, or adver
appropriate exchange, by or on behalf of each
tising, public relations, or financial adviser, and
such person a statement in duplicate containing
whose activities are limited to the performance
the information specified by Form F-6, within
of his duties in the course of such employment;
three business days after such person becomes
(c) any person regularly employed as an
a participant, or such longer period as the Board
officer or employee of the bank or any of its
may authorize upon a showing of good cause
subsidiaries who is not otherwise a participant; or
therefor.
(d ) any officer or director of, or any
(v) If any material change occurs in the
person regularly employed by, any other par
facts reported in any statement filed by or on
ticipant, if such officer, director, or employee is
behalf of any participant, an appropriate amend
not otherwise a participant.
(3)
Filing of Information required by Form ment to such statement shall be filed promptly
with the Board and each appropriate exchange.
F-6. (i) No solicitation subject to this para
(vi) Each statement and amendment thereto
graph (i) shall be made by any person other
filed
pursuant to this paragraph (i) shall be part
than the management of the bank unless at least
of the official public files of the Board and shall
five business days prior thereto, or such shorter
be deemed a communication subject to the pro
period as the Board may authorize upon a show
visions of paragraph (h) of this § 206.5.
ing of good cause therefor, there has been filed
(4)
Solicitations prior to furnishing required
with the Board and with each exchange upon
Statement.
Notwithstanding the provisions of
which any security of the bank is listed, by or
§ 206.5(a), a solicitation subject to this para
on behalf of each participant in such solicitation,
graph (i) may be made prior to furnishing
a statement in duplicate containing the informa
security holders a written Statement containing
tion specified by Form F-6.
the information specified in Form F-5 with re
(ii) W ithin five business days after a solicita
spect to such solicitation if (i) the statements
tion subject to this paragraph (i) is made by the
required by subparagraph (3) of this paragraph
management of the bank, or such longer period
(i) are filed by or on behalf of each participant
as the Board may authorize upon a showing of
in such solicitation; (ii) no form of proxy is
good cause therefor, there shall be filed with the
furnished to security holders prior to the time
Board and with each exchange upon which any
the Statement is furnished to security holders,
security of the bank is listed, by or on behalf of
except
that this clause (ii) shall not apply where
each participant in such solicitation, other than
a
Statement
then meeting the requirements of
the bank, a statement in duplicate containing the
Form F-5 has been furnished to security holders;
information specified by Form F-6.
(iii) at least the information specified in Items
(iii) If any solicitation on behalf of man
2(a) and 3 (a) of the statement required by subagement or any other person has been made, or
paragraph (3) of this paragraph (i) to be filed
if proxy material is ready for distribution, prior
by each participant, or an appropriate summary
to a solicitation subject to this paragraph (i) in
thereof, is included in each communication sent
opposition thereto, a statement in duplicate con
taining the information specified in Form F-6
or given to security holders in connection with
20
(PROXY STATEMENTS) § 206.5
REGULATION F
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
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 sent or given to security holders.
(7) Application of paragraph (f). The pro
visions of subparagraphs (3 ), (4 ), (5 ), (6 ), and
(7) of paragraph (f) of this § 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,
21
REGULATION F
§ 206.5 (PROXY STATEMENTS)
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) N o 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 1: Provided, however, T hat
any person making a tender offer for o r 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
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 m atter 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 num ber 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
22
(PROXY STATEMENTS) § 206.5
REGULATION F
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 - l2, 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
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 1,
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)
No 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 - l 2: 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
23
REGULATION F
§ 206.6 (INSIDERS’ REPORTS)
(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:
OF 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.
24
REGULATION F
(INSIDERS’ REPORTS) § 206.6
(2) Except as provided in subparagraph (3)
of this paragraph (d ), beneficial ownership of
securities of registrant banks solely as a settlor
or beneficiary of a trust shall be exempt from
the provisions of section 16(a) where less than
20 per cent in m arket value of the securities
having a readily ascertainable market value held
by such trust (determined as of the end of the
preceding fiscal year of the trust) consists of
equity securities with respect to which reports
are required by section 16(a) or would be re
quired but for an exemption by the Securities
and Exchange Commission, the Comptroller of
the Currency, or the Federal Deposit Insurance
Corporation similar to the exemption provided
for by this sentence. Exemption from section
16(a) is likewise accorded with respect to any
obligation that would otherwise be imposed solely
by reason of ownership as settlor or 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
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
25
REGULATION F
§ 206.6 (INSIDERS' REPORTS)
tions that need not be reported under section
not within six months thereafter effect any dis
16(a). Any transaction that has been or shall be
position, otherwise than by way of gift, of secu
exempted by the Board from the requirements of
rities of the same class, and
(ii)
the person effecting such acquisitionsection 16(a) shall, insofar as it is otherwise sub
ject to the provisions of section 16(b), be like
does not participate in acquisitions or in dis
wise exempted from section 16(b).
positions of securities of the same class having
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 16(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
After 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
securities are being distributed or from a person
shall be required to file reports under section
who is participating in good faith in the distribu
16(a) with respect to a bank’s securities held by
tion of such block of securities, or (b) a security
the estates that they administer and shall be liable
for profits realized from trading in such securities
purchased in good faith by or for the account of
the person effecting the transaction for the pur
pursuant to section 16(b) only when the estate
pose of stabilizing the m arket price of securities
being administered is a beneficial owner of more
than 10 per cent of any class of equity security
of the class being distributed or to cover an over
of a bank.
allotment or other short position created in con
nection with such distribution; and
(i) Exemption from section 16(b) of transac
26
REGULATION F
(INSIDERS’ REPORTS) § 206.6
(iii)
Other persons not within the purviewthe bank to whom stock may be allocated (or
to whom qualified, restricted, or employee stock
of section 16(b) are participating in the distribu
tion of such block of securities on terms at least
purchase plan stock options may be granted pur
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 m atter are disinterested
to this paragraph (k) with respect to the par
persons; (6) by, or only in accordance with the
ticipation therein of one party thereto shall not
render such transaction exempt with respect to
recommendation of, a committee of three or more
persons having full authority to act in the matter,
participation of any other party therein unless
such other party also meets the conditions of
all of the members of which committee are dis
this paragraph.
interested persons; or (c) otherwise in accordance
(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
determinable limitations with respect to the fore
qualified or restricted stock option plan, or of 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 tlje 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
were assumed by the bank in connection with the
is not at the time such discretion is exercised
succession.
eligible and has not at any time within one year
(2) If the selection of any director or officer of
prior thereto been eligible for selection as a
27
REGULATION F
§ 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)
With 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
28
and the lowest m arket 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 stockholc^rs
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
(FINANCIAL STATEMENTS) § 206.7
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
(2)
Other persons not within the purview of
section 16(c) are participating in the distribu
tion of such block of securities on terms at least
as favorable as those on which such dealer is
participating and to an extent at least equal to
the aggregate participation of all persons ex
empted from the provisions of section 16(c) by
this paragraph (o ). The performance of the func
tions of manager of a distributing group and the
receipt of a bona fide payment for performing
such functions shall not, however, preclude an
exemption that would otherwise be available un
der this paragraph.
(p) Exemption of sales of securities to be ac
quired. (1) Whenever any person is entitled, as
an incident to his ownership of an issued equity
security of a bank and without the payment of
consideration, to receive another security of the
bank “when issued” or “when distributed”, the
security to be acquired shall be exempt from the
operation of section 16(c) if
(i) the sale is made subject to the same
conditions as those attaching to the right of
acquisition,
(ii) such person exercises reasonable dili
gence to deliver such security to the purchaser
promptly after his right of acquisition matures,
and
(iii) such person reports the sale on the
appropriate form for reporting transactions by
persons subject to section 16(a).
(2)
This paragraph (p) shall not be construed
as exempting transactions involving both a sale
of a security “when issued” or “when distributed”
and a sale of the security by virtue of which the
seller expects to receive the “when-issued” or
“when-distributed” security, if the two transac
tions combined result in a sale of more units than
the aggregate of those owned by the seller plus
29
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
bank for the profits arising from such transaction,
as provided in section 16(b). The provisions of
section 16(c) shall not apply to such arbitrage
transactions. The provisions of § 206.6(a) and of
section 16 shall not apply to any bona fide foreign
or domestic arbitrage transaction insofar as it is
effected by any person other than such director
or officer of the bank issuing such security.
SECTION 206.7— FORM AND CONTENT
OF FINA NCIAL STATEMENTS
(a) Principles of financial reporting. Financial
statements filed with the Board pursuant to this
Part shall be prepared in accordance with gener
ally accepted accounting principles and practices
applicable to banks. The Board may from time
to time issue releases on accounting principles and
practices to be used with respect to specific areas.
(b) Verification. (1) General.
(i) Every verification with respect to fi
nancial statements filed pursuant to this Part
shall be dated, shall be signed manually, and shall
identify without detailed enumeration the financial
statements covered by the verification.
(ii) If the person or persons making a veri
fication considers that he must take exceptions
or express qualifications with respect thereto, each
such exception or qualification shall be stated
specifically and clearly and, to the extent prac
ticable, shall indicate the effect of the matter on
the financial statements to which it relates.
(2)
Opinions to be expressed by principal ac
counting officer and auditor. Every verification by
a bank’s principal accounting officer and auditor
shall state:
(i)
The opinions of such persons with re
spect to the financial statements covered by the
verification and the accounting principles and
practices reflected therein; and
§ 206.7 (FINANCIAL STATEMENTS)
REGULATION F
(ii)
The opinions of suqh persons as to any
(iii)
Opinions to be expressed. The inde
material changes in accounting principles or
pendent public accountant’s certificate shall state:
practices or in the method of applying the ac
(a) The opinion of the accountant with
counting principles or practices, or adjustments
respect to the financial statements covered by
of the accounts, required to be set forth by
the certificate and the accounting principles and
paragraph (c )(5 ) of this § 206.7.
practices reflected therein;
(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, o r 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
independent. For example, an accountant will be
(iv)
Certification of financial statements
by more than one independent public account
considered not independent with respect to any
person in which he has, or had during the period
ant. If, with respect to the certification of the
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
was during such period connected as a promoter,
amination made by another independent public
accountant of certain of the accounts of such
underwriter, voting trustee, director, officer, or
employee.
bank or its affiliates, the certificate of such other
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 Board 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
of reports with the Board.
states in his certificate that he assumes responsi
bility for such other accountant’s examination in
(ii) Representations as to the audit. The
the same m anner 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
30
(FINANCIAL STATEMENTS) § 206.7
REGULATION F
(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
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.
31
REGULATION F
§ 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.
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
(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, o r will become,
entitled to exercise the options;
(b) There shall be stated the num ber of
shares under option at the balance sheet date,
and the option price and the fair value thereof
(per share and in total) at the dates the options
were granted; the 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
32
(FINANCIAL STATEMENTS) § 206.7
REGULATION F
its majority-owned significant subsidiaries should
be filed.
(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.
(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.
33
APPENDIX
REGULATION F
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 EFIN ITIO N S
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 w arrant 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 m arket 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 w arrant 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
*
*
*
porated organization.
[U.S.C., title 15, sec. 78c.]
*
*
*
34
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-l
REGISTRATION STATEMENT FOR SECURITIES OF A BANK
Pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934
(Exact name of bank as specified in charter)
(Address of principal office)
Title of each class of securities being registered pursuant to section 12(b) of the Act:*
Title of class
Name of each exchange on which class is being registered
Title of each class of securities being registered pursuant to section 12(g) of the Act:*
Item 2. Parents and subsidiaries of the bank.
(a) List all parents of the bank, showing the
basis of control and, as to each parent, the per
centage of voting securities owned or other basis
of control by its immediate parent, if any.
(b) Furnish a list or diagram of all subsid
iaries of the bank and, as to each subsidiary,
indicate (1) the State or other jurisdiction un
der the laws of which it was organized, and (2)
the percentage of voting securities owned or
other basis of control by its immediate parent.
Designate (i) subsidiaries for which separate
financial statements are filed; (ii) subsidiaries
included in consolidated financial statements;
and (iii) subsidiaries for which no financial
statements are filed, indicating briefly why state
ments of such subsidiaries are not filed.
GENERAL INSTRUCTION
This form is not to be used as a blank form
to be filled in but only as a guide in the prepa
ration of a registration statement. Particular
attention should be given to the definitions in
section 206.2 and the general requirements in
section 206.4 of this Part. Unless otherwise
stated, the information required shall be given
as of a date reasonably close to the date of filing
the statement. The statement shall contain the
numbers and captions of all items, but the text
of the items may be omitted if the answers with
respect thereto are prepared in the manner
specified in section 206.4 (s).
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Instruction. 1. Include the bank and show clearly
the relationship of each person named to the bank and
the other persons named, including the percentage of
voting securities of the bank owned or other basis of
control by its immediate parent. The names of particu
lar subsidiaries may be omitted if the unnamed sub
sidiaries considered in the aggregate as a single sub
sidiary would not constitute a significant subsidiary.
2. In case the bank owns, directly or indirectly, ap
proximately 50 per cent of the voting securities of any
person and approximately 50 per cent of the voting
Item I. General information. State the year
in which the bank was organized. If organized
as a national bank, state the year of conversion
into a State bank. Indicate the approximate
number of holders of record of each class of
equity securities of the bank.
* If none, so state.
1
REGULATION F
securities of such person are owned directly or indi
rectly by another single interest, such person shall be
deemed to be a subsidiary for the purpose of this item.
Item 3. Description of business. Describe
briefly the business done by the bank and any
significant developments or trends in such busi
ness occurring over the preceding five years.
Information should be furnished as to any mer
gers, consolidations, or other acquisitions of
assets of any other person that were consum
mated during such period. State the number of
banking offices in each city (or county) in the
United States in which the bank has offices and
the number of banking offices located in each
foreign country or jurisdiction. In describing
the business done by the bank, the business of
its subsidiaries should be included only insofar
as the same is important to an understanding of
the character and development of the business
conducted by the total enterprise.
Item 4. Description of bank premises and
other real estate. Describe briefly, individually
or by categories, (a) properties held in fee, by
the bank and its subsidiaries, in which the bank
ing offices are located, indicating any major en
cumbrances with respect thereto, and (b) other
real estate of material value that is owned by
the bank. In the event aggregate annual rentals
paid during the bank’s last fiscal year exceeded
5 per cent of its operating expenses, state the
amount of such rentals and the average term of
the leases pursuant to which such rentals were
paid.
Item 5. Organization within five years. If the
bank was organized within the past five years,
furnish the following information:
(a) State the names of the promoters, the
nature and amount of anything of value (includ
ing money, property, contracts, options, or
rights of any kind) received or to be received
by each promoter directly or indirectly from
the bank, and the nature and amount of any
assets, services, or other consideration therefor
received or to be received by the bank.
(b) As to any assets acquired or to be ac
quired by the bank from a promoter, state the
amount at which acquired or to be acquired and
( R e g is t r a t io n S t a t e m e n t ) F o r m F - l
the principle followed in determining the
amount. Identify the persons making the deter
mination and state their relationship, if any,
with the bank or any promoter. If the assets
were acquired by the promoter within two years
prior to their transfer to the bank, state the
cost thereof to the promoter.
Item 6. Pending legal proceedings. Describe
briefly any material pending legal proceedings,
other than ordinary routine proceedings inci
dental to the business, to which the bank or any
of its subsidiaries is a party or of which any of
their property is the subject. Include the name
of the court or agency in which the proceedings
were instituted, the date instituted, and the
principal parties thereto.
Instructions. 1. No information need to be given
with respect to proceedings that involve principally
claims for damages if the aggregate amount involved
does not exceed 10 per cent of the equity capital ac
counts of the bank. If, however, any proceeding pre
sents in large degree the same issues as other proceed
ings pending or known to be contemplated, the amount
involved in such other proceedings shall be included
in computing such percentage.
2. Any material proceedings to which any director,
officer, or affiliate of the bank, any security holder
named in answer to Item 11(a), or any associate of
any such director, officer, or security holder, is a party
adverse to the bank or any of its subsidiaries shall also
be described.
Item 7. Directors and officers. List all direc
tors and officers of the bank and all persons
chosen to become directors or officers. Indicate
all positions and offices with the bank held by
each person named and his principal occupa
tions during the past five years. (The term
“officer” is defined in section 206.2(o).)
Item 8. Indemnification of directors and offi
cers. State the general effect of any charter pro
vision, by-law, contract, arrangement, or statute
under which any director or officer of the bank
is insured or indemnified in any manner against
any liability that he may incur in his capacity
as such.
Item 9. Remuneration of directors and offi
cers. (a) Furnish the following information in
substantially the tabular form indicated below
as to all direct remuneration paid by the bank
REGULATION F
F o r m F - l ( R e g ist r a t io n S t a t e m e n t )
and its subsidiaries during the bank’s latest
fiscal year to the following persons for services
in all capacities:
iaries to each director or officer named in an
swer to paragraph (a )(1):
(1) Each director, and each of the two high
est paid officers, of the bank whose annual
total direct remuneration exceeded $30,000,
naming each such person.
(2) All directors and officers of the bank as
a group, without naming them, but stating the
number of persons included.
(A)
Name of
individual
or number
of persons
in group
(B)
Capacities
in which
remuneration
was
received
(A )
Name
of
individual
(B)
Amounts 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 amounts computed on an actuarial
basis under any plan that provides for fixed benefits in
the event of retirement at a specified age or after a
specified number of years of service.
2. The information called for by Column (C ) may
be given in a table showing the annual benefits pay
able upon retirement to persons in specified salary
classifications.
3. In the case of any plan (other than those speci
fied in Instruction 1) where the amount set aside each
year depends upon the amount of earnings or profits
of the bank or its subsidiaries for such year or a prior
year (or where otherwise impracticable to state the
estimated annual benefits upon retirement) there shall
be set forth, in lieu of the information called for by
Column (C ), the aggregate amount set aside or ac
crued to date, unless impracticable to do so, in which
case the method of computing such benefits shall be
stated.
(C)
Aggregate
direct
remuner
ation
Instructions. 1. This item applies to any person
who was a director or officer of the bank at any time
during said fiscal year. Information need not, however,
be given for any portion o f that period during which
such person was not a director or officer.
2. T h e in fo rm atio n is to be given on an accrual
basis, if practicable. T he tables required by this p a ra
graph and p a rag ra p h (b ) m ay be com bined if the
bank so desires.
(c)
Describe briefly all remuneration pay
ments (other than payments reported under
paragraph (a) or (b) of this item) proposed to
be made in the future, directly or indirectly, by
the bank or any of its subsidiaries pursuant to
any existing plan to (i) each director or officer
named in answer to paragraph (a)(1), naming
each such person, and (ii) all directors and offi
cers of the bank as a group, without naming
them.
3. D o not include remuneration paid to a partner
ship in which any director or officer was a partner.
But see Item 12, below.
4. If the bank has not completed a full fiscal year
since its organization or if it acquired or is to acquire
the majority of its assets from a predecessor within the
current fiscal year, the information shall be given for
the current fiscal year, estimating future payments, if
necessary. To the extent that such remuneration is to
be computed upon the basis of a percentage of earn
ings or profits, the percentage may be stated without
estimating the amount of such profits to be paid.
5. If any part of the remuneration shown in re
sponse to this item was paid pursuant to a material
bonus or profit-sharing plan, describe briefly the plan
and the basis upon which directors or officers partici
pate therein.
Instruction. Information need not be included as to
payments to be made for, or benefits to be received
from, group life or accident insurance, group hospitali
zation, or similar group payments or benefits. If im
practical to state the amount o f remuneration pay
ments proposed to be made, the aggregate amount set
aside or accrued to date in respect of such payments
should be stated, together with an explanation of the
basis for future payments.
(b)
Furnish the following information, in
substantially the tabular form indicated below,
as to all pension or retirement benefits proposed
to be paid under any existing plan in the event
of retirement at normal retirement date, directly
Item 10. Options to purchase securities. Fur
nish the following information as to options to
or indirectly, by the bank or any of its subsid-
3
REGULATION F
( R eg ist r a t io n S t a t e m e n t ) F o r m F -l
purchase securities from the bank or any of its
subsidiaries that are outstanding as of a speci
fied date within 30 days prior to the date of
filing.
(a) Describe the options, stating the material
provisions including the consideration received
and to be received for such options by the
grantor thereof and the market value of the
securities called for on the granting date. If,
however, the options are “qualified stock op
tions” or “restricted stock options” or options
granted pursuant to a plan qualifying as an
“employee stock purchase plan” as those terms
are defined in sections 422 through 424 of the
Internal Revenue Code of 1954 only the follow
ing is required: (i) a statement to that effect,
(ii) a brief description of the terms and condi
tions of the options or of the plan pursuant to
which they were issued, and (iii) a statement of
the provisions of the plan or options with re
spect to the relationship between the option
price and the market price of the securities at
the date when the options were granted, or with
respect to the terms of any variable price option.
(b) State (i) the title and amount of the secu
rities called for by such options; (ii) the pur
chase prices of the securities called for and the
expiration dates of such options; and (iii) the
market value of the securities called for by such
options as of the latest practicable date.
2.
Where the total market value of securities called
for by all outstanding options as of the specified date
referred to in this item does not exceed $10,000 for
any officer or director named in answer to paragraph
(a)(1) of Item 9, or $30,000 for all officers and
directors as a group or for all option holders as a
group, this item need not be answered with respect to
options held by such person or group.
Item 11. Principal holders of securities. Fur
nish the following information as of a specified
date within 90 days prior to the date of filing in
substantially the tabular form indicated:
(a)
As to the voting securities of the bank
owned of record or beneficially by each person
who owns of record, or is known by the bank
to own beneficially, more than 10 per cent of
any class of such securities. Show in Column
(C) whether the securities are owned both of
record and beneficially, or record only, or bene
ficially only, and show in Columns (D) and (E)
the respective amounts and percentages owned
in each such manner:
(A)
Name and
address
(C)
Type of
owner
ship
(D)
Amount
owned
(E)
Per cent
of class
(b)
As to each class of equity securities of
the bank or any of its parents or subsidiaries,
other than directors’ qualifying shares, benefi
cially owned directly or indirectly by all direc
tors and officers of the bank, as a group, with
out naming them.
Instruction. In case a number of options are out
standing having different prices and expiration dates,
the options may be grouped by prices and dates. If this
produces more than five separate groups then there
may be shown only the range of the expiration dates
and the average purchase prices, i.e., the aggregate
purchase price of all securities of the same class called
for by all outstanding options to purchase securities of
that class divided by the number of securities of such
class so called for.
(A)
Title of
class
(c) Furnish separately the information called
for by paragraph (b) above for all options held
by (i) each director or officer named in answer
to paragraph (a)(1) of Item 9, naming each such
person, and (ii) all directors and officers as a
group without naming them.
Instructions. 1. The extension or renewal of options
shall be deemed the granting of options within the
meaning of this item.
(B)
Title of
class
(B)
Amount beneficially
owned
(C)
Per cent of
class
Instructions. 1. The percentages are to be calculated
on the basis of the amount of securities outstanding,
excluding securities held by or for the account of the
4
REGULATION F
F o r m F - l ( R e g ist r a t io n S t a t e m e n t )
suant to an agreement among underwriters the parties
to which do not include the bank or its subsidiaries.
6. N o information need be given in answer to this
item as to any transaction or any interest therein
where:
(i) the rates or charges involved in the trans
action are fixed by law or determined by competi
tive bids;
(ii) the interest of the specified person in the
transaction is solely that o f a director of another
corporation that is a party to the transaction;
(iii) the specified person is subject to this
Item 12 solely as a director of the bank (or asso
ciate of a director) and his interest in the transac
tion is solely that of a director and/or officer of
another corporation that is a party to the transac
tion;
(iv) the transaction does not involve remuner
ation for services, directly or indirectly, and (A )
the interest of the specified persons arises from the
ownership individually and in the aggregate o f less
than a 10 per cent interest in another person that is
a party to the transaction, (B ) the transaction is
in the ordinary course of business of the bank or
its subsidiaries, and (C ) the amount o f such trans
action or series o f transactions is less than 10 per
cent of the equity capital accounts o f the bank;
(v ) the transaction involves services as a bank
depository of funds, transfer agent, registrar,
trustee under a trust indenture, or other similar
service;
(vi) the interest of the specified person, in
cluding all periodic installments in the case of any
lease or other agreement providing for periodic
payments or installments, does not exceed $30,000.
7. Information shall be furnished in answer to this
item with respect to transactions not excluded above
that involve remuneration, directly or indirectly, to
any of the specified persons for services in any capac
ity unless the interest o f such persons arises solely
from the ownership individually and in the aggregate
of less than a 10 per cent interest in another person
furnishing the services to the bank or its subsidiaries.
bank. In any case where the amount owned by direc
tors and officers as a group is less than 1 per cent of
the class, the per cent of the class owned by them may
be omitted.
2. If, to the knowledge o f the bank, more than 10
per cent o f any class o f voting securities o f the bank
are held or to be held subject to any voting trust or
other similar agreement, state the title o f such securi
ties, the amount held or to be held, and the duration
of the agreement. Give the names and addresses of
the voting trustees and outline briefly their voting
rights and other powers under the agreement.
Item 12. Interest of management and others
in certain transactions. Describe briefly, and
where practicable state the approximate amount
of, any material interest, direct or indirect, of
any of the following persons in any material
transactions during the last three years, or in
any material proposed transactions, to which
the bank or any of its subsidiaries was, or is to
be, a party:
(a) any director or officer of the bank;
(b) any security holder named in answer to
Item 11(a); or
(c) any associate of any of the foregoing
persons.
Instructions. 1. See Instruction 1 to Item 9 (a ). In
clude the name of each person whose interest in any
transaction is described and the nature of the relation
ship by reason o f which such interest is required to be
described. Where it is not practicable to state the ap
proximate amount of the interest, the approximate
amount involved in the transaction shall be indicated.
2. As to any transaction involving the purchase or
sale o f assets by or to the bank or any subsidiary,
otherwise than in the ordinary course of business, state
the cost o f the assets to the purchaser and the cost
thereof to the seller if acquired by the seller within
two years prior to the transaction.
3. This item does not apply to any interest arising
from the ownership' o f securities of the bank where
the security holder receives no extra or special benefit
not shared on a pro rata basis by all other holders of
the same class.
4. N o information need be given in answer to this
item as to any remuneration not received during the
bank’s last fiscal year or as to any remuneration or
other transaction reported in response to Item 9 or 10.
5. Information should be included as to any mate
rial underwriting discounts and commissions upon the
sale of securities by the bank where any of the speci
fied persons was or is to be a principal underwriter or
is a controlling person or member of a firm that was
or is to be a principal underwriter. Information need
not be given concerning ordinary management fees
paid by underwriters to a managing underwriter pur
Item 13. Capital stock being registered. If
capital stock is being registered, state the title of
the class and furnish the following information:
(a) Outline briefly (1) dividend rights; (2)
voting rights; (3) liquidation rights; (4) pre
emptive rights; (5) conversion rights; (6) re
demption provisions; (7) sinking fund provi
sions; and (8) liability to further calls or to
assessment by the bank.
(b) If the rights of holders of such stock may
be modified otherwise than by a vote of a ma
jority or more of the shares outstanding, voting
as a class, so state and explain briefly.
5
REGULATION F
(R e g ist r a t io n S t a t e m e n t ) F o r m F - l
(c)
Outline briefly any restriction on the re
purchase or redemption of shares by the bank
while there is any arrearage in the payment of
dividends or sinking fund installments. If there
is no such restriction, so state.
Instructions. 1. This item requires only a brief sum
mary of the provisions that are pertinent from an in
vestment standpoint. A complete legal description of
the provisions referred to is not required and should
not be given. D o not set forth the provisions o f the
governing instruments verbatim; only a succinct
resume is required.
2. If the rights evidenced by the securities being
registered are materially limited or qualified by the
rights of any other class of securities include such in
formation regarding such other securities as will enable
investors to understand the rights evidenced by securi
ties being registered. If any securities being registered
are to be offered in exchange for other securities, an
appropriate description of such other securities shall
be given. N o information need be given, however, as
to any class of securities all o f which will be redeemed
and retired if appropriate steps to assure such redemp
tion and retirement will be taken prior to registration
of the securities being registered.
Instruction. The instructions to Item 13 shall also
apply to this item.
Item 16. Recent sales of securities. Furnish
the following information as to all securities of
the bank sold by the bank within the past three
years, or presently proposed to be sold. Include
securities issued in exchange for property, serv
ices, or other securities.
(a) Give the date of sale, title, and amount of
securities sold.
(b) Give the names of the principal under
writers, if any. As to any securities sold pri
vately, name the persons or identify the class of
persons to whom the securities were sold.
(c) As to securities sold for cash, state the
aggregate offering price and the aggregate un
derwriting discounts or commissions. As to any
securities sold otherwise than for cash, state the
nature of the transaction and the nature and
aggregate amount of consideration received by
the bank.
Item 14. Long-term debt being registered. If
long-term debt is being registered, outline
briefly such of the following as are relevant:
(a) Provisions with respect to interest, con
version, maturity, redemption, amortization,
sinking fund, or retirement.
(b) Provisions restricting the declaration of
dividends or the creation or maintenance of
reserves.
(c) Provisions permitting or restricting the
issuance of additional securities, the withdrawal
of cash deposited against such issuance, the
incurring of additional debt, the modification of
the terms of the security, and similar provisions.
(d) The name of the trustee and the nature
of any material relationship with the bank or
any of its affiliates; the percentage of securities
of the class necessary to require the trustee to
take action, and what indemnification the
trustee may require before proceeding to en
force the lien.
Instructions. 1. Information need not be set forth
as to notes, drafts, bills of exchange, or bank accept
ances that mature not later than 18 months from the
date of issuance.
2.
If the sales were made in a series o f transac
tions, the information may be given by such totals and
periods as will reasonably convey the information
required.
Item 17. Financial statements and exhibits.
List all financial statements and exhibits filed as
a part of the registration statement.
(a) Financial statements.
(b) Exhibits.
SIGNATURES
Instruction. The instructions to Item 13 shall also
apply to this item.
Pursuant to the requirements of the Securi
ties Exchange Act of 1934, the bank has duly
caused this registration statement to be signed
Item 15. Other securities being registered.
If securities other than capital stock or long
term debt are being registered, outline briefly
the rights evidenced thereby. If subscription
warrants or rights are being registered, state the
title and amount of securities called for, the
period during which and the price at which the
warrants or rights are exercisable.
6
REGULATION F
F o r m F - l (R e g ist r a t io n S t a t e m e n t )
on its behalf by the undersigned, thereunto duly
authorized.
3. Omission of bank’s financial statements in
certain cases. N otw ithstanding Instructions 1
(N am e of bank)
and 2, the individual financial statem ents of the
bank m ay be om itted if consolidated statem ents
of the bank and one or m ore of its subsidiaries
are filed.
D a te ____B y _________________________________
(N am e and title of signing officer)
B. Consolidated Statements
INSTRUCTIONS AS TO FINANCIAL
STATEMENTS
4. Consolidated balance sheets, (a) T here
shall be filed a verified consolidated balance
sheet of the bank and its m ajority-ow ned (i)
bank prem ises subsidiaries, (ii) subsidiaries op
erating under the provisions of section 25 or
section 25(a) of the F ederal R eserve Act
(“A greem ent C o rporations” and “E dge Act
C orporations”), and (iii) significant subsidiar
ies, as of the close of the latest fiscal year of the
bank, unless such fiscal year has ended within
90 days prior to the date of filing the R egistra
tion Statem ent, in which case this balance sheet
may be as of the close of the preceding fiscal
year.
(b) If the latest fiscal year of the bank has
ended within 90 days prior to the date of filing
the R egistration Statem ent, and the balance
sheet required by paragraph (a) is filed as of
the end of the preceding fiscal year, there shall
be filed as an am endm ent to the R egistration
Statem ent, w ithin 120 days after the date of
filing, a verified consolidated balance sheet of
the bank and such subsidiaries as of the end of
the latest fiscal year.
5. Consolidated statement of income, (a)
There shall be filed verified statem ents of in
come of the bank and its m ajority-ow ned (i)
bank prem ises subsidiaries, (ii) subsidiaries
operating under the provisions of section 25 or
section 25(a) of the F ederal Reserve Act
(“A greem ent C o rporations” and “ Edge Act
C orporations”), and (iii) significant subsidiar
ies, for each of the three fiscal years preceding
the date of the consolidated balance sheet re
quired by Instruction 4(a).
(b)
T here shall be filed with each balance
sheet filed pursuant to Instruction 4(b), a veri
fied consolidated statem ent of incom e of the
These instructions specify th e balance sheets
and statem ents of incom e requ ired to be filed as
a p a rt of a R egistration Statem ent o n this form.
Section 206.7 of this P a rt governs the verifica
tion, form , and content of the balance sheets
and statem ents of incom e required, including
the basis of consolidation, and prescribes the
statem ent of changes in capital accounts and the
schedules to be filed in support thereof.
A. Financial Statements of the Bank
1. Balance sheets, (a) T he b ank shall file a
verified balance sheet as of the close of its
latest fiscal year unless such fiscal year has
ended within 90 days p rio r to the date of filing
the R egistration Statem ent, in which case the
balance sheet m ay be as of the close of the
preceding fiscal year.
(b) If the latest fiscal year of the bank has
ended w ithin 90 days prior to the date of filing
the R egistration S tatem ent and the balance
sheet required by parag rap h (a) is filed as of
the end of the preceding fiscal year, there shall
be filed as an am endm ent to the R egistration
Statem ent, within 120 days after the d ate of
filing, a verified balance sheet of the b ank as of
the end of the latest fiscal year.
2. Statements of income, (a) T he b ank shall
file verified statem ents of incom e for each of the
three fiscal years preceding the date of the b al
ance sheet required by Instruction 1(a).
(b) T here shall be filed w ith each balance
sheet filed p u rsu an t to Instruction 1(b) a veri
fied statem ent of incom e of the b ank for the
fiscal year im m ediately preceding the date of the
balance sheet.
7
REGULATION F
( R e g ist r a t io n S t a t e m e n t ) F o r m F - l
bank and such subsidiaries for the fiscal year
immediately preceding the date of the balance
sheet.
C. Unconsolidated Subsidiaries and
Other Persons
6. Separate statements of unconsolidated
subsidiaries and other persons. There shall be
filed such other verified financial statements
with respect to unconsolidated subsidiaries and
other persons as are material to a proper under
standing of the financial position and results of
operations of the total enterprise.
D. Special Provisions
7. Succession to other businesses, (a) If dur
ing the period for which its statements of in
come are required, the bank has by merger,
consolidation, or otherwise succeeded to one or
more businesses, the additions, eliminations,
and other changes effected in the succession
shall be appropriately set forth in a note or
supporting schedule to the balance sheets filed.
In addition, statements of income for each con
stituent business, or combined statements, if
appropriate, shall be filed for such period prior
to the succession as may be necessary when
added to the time, if any, for which statements
of income after the succession are filed to cover
the equivalent of the period specified in In
structions 2 and 5 above.
(b)
If the bank by merger, consolidation, or
otherwise is about to succeed to one or more
businesses, there shall be filed for the constitu
ent businesses financial statements, combined if
appropriate, that would be required if they were
registering securities under the Act. In addition,
there shall be filed a balance sheet of the bank
giving effect to the plan of succession. These
balance sheets shall be set forth in such form,
preferably columnar, as will show in related
manner the balance sheets of the constituent
businesses, the changes to be effected in the
succession and the balance sheet of the bank
after giving effect to the plan of succession. By
8
a footnote or otherwise, a brief explanation of
the changes shall be given.
(c)
This instruction shall not apply with re
spect to the bank’s succession to the business of
any majority-owned subsidiary or to any acqui
sition of a business by purchase.
8. Acquisition of other businesses, (a) There
shall be filed for any business directly or in
directly acquired by the bank after the date of
the balance sheet filed pursuant to Part A or B
above and for any business to be directly or
indirectly acquired by the bank, the financial
statements that would be required if such busi
ness were a registrant.
(b) The acquisition of securities shall be
deemed to be the acquisition of a business if
such securities give control of the business or
combined with securities already held give such
control. In addition, the acquisition of securi
ties that will extend the bank’s control of a
business shall be deemed the acquisition of the
business if any of the securities being registered
hereunder are to be offered in exchange for the
securities to be acquired.
(c) No financial statements need be filed,
however, for any business acquired or to be
acquired from a majority-owned subsidiary. In
addition, the statements of any one or more
businesses may be omitted if such businesses,
considered in the aggregate as a single subsid
iary, would not constitute a significant sub
sidiary.
9. Filing of other statements in certain cases.
The Board may, upon the request of the bank,
and where consistent with the protection of in
vestors, permit the omission of one or more of
the statements herein required or the filing in
substitution therefor of appropriate 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 appropriate for an adequate pres
entation of the financial condition of any person
whose financial statements are required, or
whose statements are otherwise necessary for
the protection of investors.
F o r m F - l (R e g ist r a t io n S t a t e m e n t )
REGULATION F
£. Historical Financial Information
counts, and the respective amounts credited
thereto.
10. Scope of Part E. The information re
quired by Part E shall be furnished for the
seven-year period preceding the period for
which statements of income are filed, as to the
accounts of each person whose balance sheet is
filed. The information is to be given as to all
of the accounts specified whether they are pres
ently carried on the books or not. Part E does
not call for verification, but only for a survey or
review of the accounts specified. It should not
be detailed beyond a point material to an
investor.
11. Revaluation of assets, (a) If there were
any material increases or decreases resulting
from revaluing of assets, state (1) in what year
or years such revaluations were made; (2) the
amounts of such increases or decreases, and
the accounts affected, including all related en
tries; and (3) if in connection with such revalu
ations any related adjustments were made in
reserve accounts, the accounts and amounts
with explanations.
(b) Information is not required as to adjust
ments made in the ordinary course of business,
but only as to major revaluations made for the
purpose of entering on the books current val
ues, reproduction cost, or any values other than
original cost.
(c) No information need be furnished with
respect to any revaluation entry that was subse
quently reversed or with respect to the reversal
of a revaluation entry recorded prior to the
period if a statement as to the reversal is made.
12. Capital shares, (a) If there were any ma
terial restatements of capital shares that re
sulted in transfers from capital share liability
to surplus, undivided profits, or reserves, state
the amount of each such restatement and all
related entries. No statement need be made as
to restatements resulting from the declaration
of share dividends.
(b)
If there was an original issue of capital
shares, any part of the proceeds of which was
credited to accounts other than capital stock
accounts, state the title of the class, the ac
9
13. Debt discount and expense written off.
If any material amount of debt discount and
expense, on long-term debt still outstanding,
was written off earlier than as required under
any periodic amortization plan, give the follow
ing information: (1) title of the securities; (2)
date of the write-off; (3) amount written off;
and (4) to what account charged.
14. Premiums and discount and expense on
securities retired. If any material amount of
long-term debt or preferred shares was retired,
and if either the retirement was made at a pre
mium or there remained, at the time of retire
ment, a material amount of unamortized dis
count and expense applicable to the securities
retired, state for each class (1) title of the
securities retired; (2) date of retirement; (3)
amount of premium paid and of unamortized
discount and expense; (4) to what account
charged; and (5) whether being amortized and,
if so, the plan of amortization.
15. Other changes in surplus or undivided
profits. If there were any material increases or
decreases in surplus or undivided profits, other
than those resulting from transactions specified
above, the closing of the income account, or
the declaration or payment of dividends, state
(1) the year or years in which such increases or
decreases were made; (2) the nature and
amounts thereof; and (3) the accounts affected,
including all material related entries. Instruc
tion 11(c) above also applies here.
16. Predecessors. The information shall be
furnished, to the extent material, as to any pred
ecessor of the bank from the beginning of the
period to the date of succession, not only as to
the entries made respectively in the books of
the predecessor or the successor, but also as to
the changes effected in the transfer of the assets
from the predecessor. No information need be
furnished, however, as to any one or more
predecessors that, considered in the aggregate,
would not constitute a significant predecessor.
17. Omission of certain information, (a) No
REGULATION F
( R e g ist r a t io n S t a t e m e n t ) F o r m F -l
information need be furnished as to any subsid
iary, whether consolidated or unconsolidated,
for the period prior to the date on which the
subsidiary became a majority-owned subsidiary
of the bank or of a predecessor for which infor
mation is required above.
(b) No information need be furnished here
under as to any one or more unconsolidated
subsidiaries for which separate financial state
ments are filed if all subsidiaries for which the
information is so omitted, considered in the
aggregate, would not constitute a significant
subsidiary.
(c) Only the information specified in In
struction 11 need be given as to any predecessor
or any subsidiary thereof if immediately prior
to the date of succession thereto by a person for
which information is required, the predecessor
or subsidiary was in insolvency proceedings.
not being registered hereunder if the total
amount of securities authorized thereunder does
not exceed 25 per cent of the equity capital
accounts of the bank and its subsidiaries on a
consolidated basis and if there is filed an agree
ment to furnish a copy of such instrument to
the Board upon request, (2) any instrument
with respect to any class of securities if appro
priate steps to assure the redemption or retire
ment of such class will be taken prior to or
upon delivery by the bank of the securities
being registered, or (3) copies of instruments
evidencing scrip certificates for fractions of
shares.
4. Copies of all pension, retirement, or other
deferred compensation plans, contracts, or ar
rangements. If any such plan, contract, or
arrangement is not set forth in a formal docu
ment, furnish a reasonably detailed description
thereof. Copies of any booklet or other descrip
tion of any such plan, contract, or arrangement
INSTRUCTIONS AS TO EXHIBITS
shall also be filed.
Subject to provisions regarding incorpora
5. Copies of any plan setting forth the terms
tion by reference, the following exhibits shall be
and conditions upon which outstanding options,
filed as a part of the Registration Statement.
warrants, or rights to purchase securities of the
Exhibits shall be appropriately lettered or num
bank or its subsidiaries from the bank or its
bered for convenient reference. Exhibits incor
affiliates have been issued, together with speci
porated by reference may bear the designation
men copies of such options, warrants, or rights;
given in the previous filing. Where exhibits are
or, if they were not issued pursuant to such a
incorporated by reference, the reference shall
plan, copies of each such option, warrant, or
be made in the list of exhibits in Item 17.
right.
1. Copies of the charter (or a composite or
6. Copies of any voting trust agreement re
restatement thereof) and the by-laws (or instru
ferred to in answer to Item 11.
ments corresponding thereto) as presently in
7. (a) Copies of every material contract not
effect.
made in the ordinary course of business that is
2. Copies of any plan of acquisition, re
to be performed in whole or in part at or after
organization, readjustment, or succession de
the filing of the Registration Statement or that
scribed in answer to Item 3 or 16.
was made not more than two years before such
3. (a) Specimens or copies of all securities
filing and performance of which has not been
being registered hereunder, and copies of all
completed. Only contracts need be filed as to
constituent instruments defining the rights of
which the bank or a subsidiary is a party or has
holders of long-term debt of the bank and of
succeeded to a party by assumption or assign
all subsidiaries for which consolidated or un
ment, and in which the bank or such subsidiary
consolidated financial statements are required to
has a beneficial interest.
be filed.
(b)
If the contract is such as ordinarily ac
(b)
There need not be filed, however, (1) companies the kind of business conducted by
any instrument with respect to long-term debt
the bank and its subsidiaries, it is made in the
10
REGULATION F
F o r m F - l (R e g ist r a t io n S t a t e m e n t )
ordinary course of business and need not be
filed, unless it falls within one or more of the
following categories, in which case it should be
filed except where immaterial in amount or
significance:
per cent of the value of all fixed assets of the
bank and its subsidiaries.
(3) It is a lease under which a significant
part of the property described under Item 4
is held by the bank, or
(4) The amount of the contract, or its
importance to the business of the bank and
its subsidiaries, is material, and the terms
and conditions are of a nature of which in
vestors reasonably should be informed.
(1) Directors, officers, promoters, voting
trustee, or security holders named in answer
to Item 11(a) are parties thereto except
where the contract merely involves purchase
or sale of current assets having a determina
ble market price, at such price.
(2) It calls for the acquisition or sale of
fixed assets for a consideration exceeding 50
(c)
Any bonus or profit-sharing plan, con
tract, or arrangement shall be deemed material
and shall be filed.
11
(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
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.
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.
INFORMATION REQUIRED IN REPORT
Item 1. Securities registered. As to each class
1
REGULATION F
F o r m F -2 (A n n u a l R e p o r t )
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.
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.
Item 2. Parents and subsidiaries of the bank.
Furnish a list or diagram showing the relation
ship of the bank to all parents and subsidiaries,
and as to each person named indicate the per
centage of voting securities owned, or other
basis of control, by its immediate parent.
Instruction. To the extent that the information re
quired by this item is given in answer to Item 2, a
reference to such item will suffice.
Item 5. Directors of bank. Furnish the fol
lowing information, in tabular form to the
extent practicable, with respect to each director
of the bank:
(a) Name each such director, state the date
on which his present term of office will expire
and list all other positions and offices with the
bank presently held by him.
(b) State his present principal occupation or
employment and give the name and principal
business of any corporation or other organiza
tion in which such employment is carried on. If
not previously reported, furnish similar infor
mation as to all of his principal occupations or
employments during the last five years.
(c) State, as of the most recent practicable
date, the approximate amount of each class of
equity securities of the bank, or any of its
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.
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.
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 3. Changes in business. Describe briefly
any material changes during the fiscal year,
not previously reported, in the business of the
bank and its subsidiaries.
Item 4. Principal holders of voting securities.
Item 7. Financial statements and exhibits.
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
List below all financial statements and exhibits
filed as a part of the annual report:
(a) Financial statements.
(b) Exhibits.
2
REGULATION F
F o r m F -2 (A n n u a l R e p o r t )
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)
Date____ 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
3
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 oi 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.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-3
CURRENT REPORT
P u rsu an t to Section 13 of the Securities Exchange A ct of 1934
F o r th e m o n th of____________________, 19_____
(E xact nam e of b ank as specified in charter)
(A ddress of principal office)
GENERAL INSTRUCTIONS
re p o rt to security holders furnished to the
B oard p ursuant to section 206.5(c) of this P a rt
m ay be incorporated by reference in answ er or
p artial answ er to any item or item s of this form .
In addition, any financial statem ents contained
in any such Statem ent or annual rep o rt m ay be
incorporated by reference provided such finan
cial statem ents substantially m eet the require
m ents of this form .
A . Preparation of report. T his form is n o t to
be used as a blan k form to b e filled in b u t only
as a guide in the p rep aratio n of th e rep o rt. T he
rep o rt shall contain the num bers and captions
of all applicable item s, b u t the tex t of such
item s m ay b e om itted if the answ ers w ith re
spect thereto are p rep ared in the m an n er speci
fied in section 206.4(s) of this P art. A ll item s
which are n o t required to be answ ered in a p a r
ticular rep o rt m ay be om itted an d no reference
thereto need be m ade in the report. P articular
attention should be given to the definitions in
section 206.2 and the general requirem ents in
section 2 0 6 .4 of this P art.
INFORMATION TO BE INCLUDED IN
REPORT
Item 1. Changes in control o! bank, (a) If
any person has becom e a p aren t of the bank,
give the nam e of such person, the date and a
brief description of the transaction o r transac
tions by which the person becam e such a parent
and th e percentage of voting securities of the
bank ow ned by the p aren t o r other basis of
control by the p aren t over the bank.
(b) If any person has ceased to be a parent
of the bank, give the nam e of such person and
the date and a brief description of the transac
tion o r transactions by which the person ceased
to be such a parent.
(c) If securities of a bank o r any of its p a r
ents have been pledged under such circum
stances that a default m ay result in a change of
control of the bank, state the nam es of the
pledgor and pledgee and the title and am ount
of securities pledged.
B. Events to be reported. A rep o rt on this
form is required to b e filed u p o n th e occurrence
of any o ne o r m ore of the events specified in
the item s of this form . R ep o rts are to be filed
w ithin 10 days after the close of each m onth
during w hich any of the specified events occurs.
H ow ever, if substantially th e sam e inform ation
as th a t required by this form has been p re
viously rep o rted by the bank, an additional re
p ort of the inform ation on this form need not
be m ade.
C. Incorporation by reference to proxy state
ment, statement where management does not
solicit proxies, or annual report to security
holders. In form ation contained in any State
Instruction. Where, pursuant to a previously re
ported pledge agreement, additional securities are
pledged on the same terms, no report is necessary un
m ent previously filed w ith the B oard pursuant
to section 206.5(a) of this P art o r in an annual
1
REGULATION F
(C u r r e n t R e p o r t ) F o r m F -3
disposition of a business whose gross operating reve
nues for its last fiscal year exceeded 5 per cent of the
gross operating revenues of the bank and its consoli
dated subsidiaries for the bank’s latest fiscal year.
5. Where assets are acquired or disposed of through
the acquisition or disposition of control of a person,
the person from whom such control was acquired or
to whom it was disposed of shall be deemed the per
son from whom the assets were acquired or to whom
they were disposed of, for the purposes of this item.
Where such control was acquired from or disposed of
to not more than five persons, their names shall be
given, otherwise it will suffice to indentify in an appro
priate manner the class of such persons.
6. Attention is directed to the requirements at the
end of the form with respect to the filing of financial
statements for businesses acquired.
less there is a significant change in the percentage of
voting securities pledged.
Item 2. Acquisition or disposition of assets.
If the bank or any of its significant subsidiar
ies has acquired or disposed of a significant
amount of assets, otherwise than in the ordinary
course of business, state the date and manner
of acquisition or disposition and briefly de
scribe the assets involved, the nature and
amount of consideration given or received
therefor, the principle followed in determining
the amount of such consideration, the identity
of the persons from whom the assets were ac
quired or to whom they were sold and the
nature of any material relationship between
such persons and the bank or any of its affili
ates, any director or officer of the bank, or
any associate of any such director or officer.
Item 3. Legal proceedings, (a) Briefly de
scribe any material legal proceedings, other than
ordinary routine proceedings incidental to the
business, to which the bank or any of its sub
sidiaries has become a party or of which any
of their property has become the subject. In
clude the name of the court or agency in which
the proceedings were instituted, the date insti
tuted, and the principal parties thereto.
(b) If any such proceeding previously re
ported has been terminated, identify the pro
ceeding, state the date and nature of such
termination and the general effect thereof with
respect to the bank and its subsidiaries.
Instructions. 1. No information need be given as to
(i) any transaction between any person and any
wholly-owned subsidiary of such person: i.e., a sub
sidiary substantially all of whose outstanding voting
securities are owned by such person and/or its other
wholly-owned subsidiaries; (ii) any transaction be
tween two or more wholly-owned subsidiaries of any
person; or (iii) the redemption or other acquisition of
securities from the public, or the sale or other disposi
tion of securities to the public, by the bank of such
securities.
2. The term “acquisition” includes every purchase,
acquisition by lease, exchange, merger, consolidation,
succession or other acquisition; provided that such
term does not include the construction or develop
ment of property by or for the bank or its subsidiaries
or the acquisition of materials for such purpose, and
does not include the acquisition of assets acquired
(i) in collecting a debt previously contracted in good
faith or (ii) in a fiduciary capacity. The term “dispo
sition” includes every sale, disposition by lease, ex
change, merger, consolidation, mortgage, or hypothe
cation of assets, assignment, abandonment, destruction,
or other disposition, but does not include disposition
of assets acquired (i) in collecting a debt previously
contracted in good faith or (ii) in a fiduciary capacity.
3. The information called for by this item is to be
given as to each transaction or series of related trans
actions of the size indicated. The acquisition or dispo
sition of securities shall be deemed the indirect acqui
sition or disposition of the assets represented by such
securities if it results in the acquisition or disposition
of control of such assets.
4. An acquisition or disposition shall be deemed to
involve a significant amount of assets (i) if the net
book value of such assets or the amount paid or re
ceived therefor upon such acquisition or disposition
exceeded 5 per cent of the equity capital accounts of
the bank, or (ii) if it involved the acquisition or
Instructions. 1. No information need be given with
respect to any proceeding which involves primarily a
claim for damages if the amount involved, exclusive of
interest and costs, does not exceed 10 per cent of the
equity capital accounts of the bank. However, if any
proceeding presents in large degree the same issues as
other proceedings pending or known to be contem
plated, the amount involved in such other proceedings
shall be included in computing such percentage.
2. Any material proceeding to which any director,
officer, or affiliate of the bank, any holder of more
than 10 per cent of any class of its equity securities,
or any associate of any such director, officer, or secu
rity holder, is a party adverse to the bank or any of
its subsidiaries, shall also be described.
Item 4. Changes in securities, (a) If the in
struments defining the rights of the holders of
any class of registered securities have been
materially modified, give the title of the class of
securities involved and state briefly the general
effect of such modification upon the rights of
holders of such securities.
(b) If the rights evidenced by any class of
2
REGULATION F
F o r m F -3 (C u r r e n t R e p o r t )
viously outstanding securities of the class, fur
nish the following information:
(a) Title of class, the amount outstanding as
last previously reported, and the amount pres
ently outstanding (as of a specified date).
(b) A brief description of the transaction or
transactions resulting in the increase and a
statement of the aggregate net cash proceeds or
the nature and aggregate amount of any other
consideration received or to be received by the
bank.
(c) The names of the principal underwriters,
if any, indicating any such underwriters which
are affiliates of the bank.
(d) A reasonably itemized statement of the
purposes, so far as determinable, for which the
net proceeds have been or are to be used and
the approximate amount used or to be used for
each such purpose.
registered securities have been materially lim
ited or qualified by the issuance or modification
of any other class of securities, state briefly the
general effect of the issuance or modification of
such other class of securities upon the rights of
the holders of the registered securities.
Instruction. Working capital restrictions and other
limitations upon the payment of dividends are to be
reported hereunder.
Item 5. Defaults upon senior securities, (a)
If there has been any material default in the
payment of principal, interest, a sinking or pur
chase fund installment, or any other material
default not cured within 30 days, with respect
to any indebtedness of the bank or any of its
significant subsidiaries exceeding 5 per cent of
the equity capital accounts of the bank, identify
the indebtedness and state the nature of the
default. In the case of such a default in the pay
ment of principal, interest, or a sinking or pur
chase fund installment, state the amount of the
default and the total arrearage on the date of
filing this report.
Instruction. This paragraph refers only to events
which have become defaults under the governing in
struments, i.e., after the expiration of any period of
grace and compliance with any notice requirements.
(b)
If any material arrearage in the payment
of dividends has occurred or if there has been
any other material delinquency not cured within
30 days, with respect to any class of preferred
stock of the bank which is registered or which
ranks prior to any class of registered securities,
or with respect to any class of preferred stock
of any significant subsidiary of the bank, give
the title of the class and state the nature of the
arrearage or delinquency. In the case of an
arrearage in the payment of dividends, state the
amount and the total arrearage on the date of
filing this report.
Item 6. Increase in amount of securities out
standing. If the amount of securities of the bank
outstanding has been increased through the
issuance of any new class of securities or
through the issuance or reissuance of any addi
tional securities of a class outstanding and the
aggregate amount of all such increases not pre
viously reported exceeds 5 per cent of the pre
3
Instructions. 1. This item does not apply to notes,
drafts, bills o f exchange, or bank acceptances which
mature not later than 18 months from the date of
issuance. N o report need be made where the amount
not previously reported, although in excess of 5 per
cent of the amount previously outstanding, does not
exceed $100,000 face amount of indebtedness or 1.000
shares or other units.
2.
This item includes the reissuance o f treasury
securities and securities held for the account of the
issuer thereof. The extension of the maturity date of
indebtedness shall be deemed to be the issuance of
new indebtedness for the purpose of this item. In the
case of such an extension, the percentage shall be
computed upon the basis of the principal amount of
the indebtedness extended.
Item 7. Decrease in amount of securities out
standing. If the amount of any class of securities
of the bank outstanding has been decreased
through one or more transactions and the aggre
gate amount of all such decreases not previously
reported exceeds 5 per cent of the amount of
securities of the class previously outstanding,
furnish the following information:
(a) Title of the class, the amount outstanding
as last previously reported, and the amount
presently outstanding (as of a specified date).
(b) A brief description of the transaction or
transactions involving the decrease and a state
ment of the aggregate amount of cash or the
nature and aggregate amount of any other con
REGULATION F
(C u r r e n t R e p o r t ) F o r m F -3
sideration paid or to be paid by the bank in
connection with such transaction or transac
tions.
of the capital stock account ofHhe bank result
ing in a transfer from capital stock to surplus,
undivided profits, or reserves, or vice versa,
state the date, purpose, and amount of the
restatement and give a brief explanation of all
related entries in connection with the restate
ment.
Instruction. Instruction 1 to Item 6 shall also apply
to this item. This item need not be answered as to
decreases resulting from ordinary sinking fund opera
tions, similar periodic decreases made pursuant to the
terms of the constituent instruments, or decreases re
sulting from the conversion of securities or from the
payment of indebtedness at maturity.
Item 10. Submission of matters to a vote of
security holders. If any matter has been sub
mitted to a vote of security holders, through the
solicitation of proxies or otherwise, furnish the
following information:
(a) The date of the meeting and whether it
was an annual or special meeting.
(b) If the meeting involved the election of
directors, state the name of each director elected
at the meeting and the name of each other
director whose term of office as a director con
tinued after the meeting.
(c) Briefly describe each other matter voted
upon at the meeting and state the number of
affirmative votes and the number of negative
votes cast with respect to each such matter.
Item 8. Options to purchase securities. If
any options to purchase securities of the bank
or any of its subsidiaries from the bank or any
of its subsidiaries have been granted or extended
and the amount of securities called for by all
such options the granting or extension of which
has not been previously reported exceeds 5 per
cent of the outstanding securities of the class,
furnish the following information:
(a) The dates on which the options were
granted or extended;
(b) The total amount of securities called for
by such options;
(c) The consideration for the granting or
extension of the options;
(d) The exercise prices;
(e) The market value of the securities on
the granting or extension dates;
(f) The expiration dates of the options; and
(g) Any other material conditions to which
the options were subject.
Instructions. 1. If any matter has been submitted to
a vote of security holders otherwise than at a meeting
of such security holders, corresponding information
with respect to such submission shall be furnished.
The solicitation of any authorization or consent (other
than a proxy to vote at a security holders’ meeting)
with respect to any matter shall be deemed a submis
sion of such matter to a vote of security holders within
the meaning of this item.
2. Paragraph (a) need be answered only if para
graph (b) or (c) is required to be answered.
3. Paragraph (b) need not be answered if (i) a
proxy statement, or statement where management
does not solicit proxies, with respect to the meeting
was filed with the Board pursuant to section 206.5(a).
(ii) there was no solicitation in opposition to the man
agement’s nominees as listed in such Statement, and
(iii) all of such nominees were elected.
4. Paragraph (c) need not be answered as to pro
cedural matters or as to the selection or approval of
auditors.
5. If the bank has published a report containing all
of the information called for by this item, the item
may be answered by a reference to the information
contained in such report, provided copies of such re
port are filed as an exhibit to the report on this form.
Instruction. This item need not be answered where
the amount not previously reported, although in ex
cess of 5 per cent of the amount previously outstand
ing, does not exceed $100,000 face amount of indebt
edness or 1,000 shares or other units of other securi
ties.
Item 9. Revaluation of assets or restatement
of capital stock account, (a) If there has been a
material revaluation of the assets of the bank or
any of its significant subsidiaries involving a
write-up, write-down, write-olf, or abandon
ment, state the date of the revaluation, the
amount involved and the accounts affected,
including all related entries. If any adjustment
was made in any related reserve account in
connection with the revaluation, state the ac
count and amounts involved and explain the
adjustment.
(b) If there has been a material restatement
Item 11. Other materially important events.
The bank may, at its option, report under this
item any events that the bank deems of mate
rial importance to security holders, even though
4
REGULATION F
F o r m F -3 (C u r r e n t R e p o r t )
information as to such events is not otherwise
called for by this form.
required shall be verified to the close of the
latest full fiscal year.
(d) No supporting schedules need be filed.
Item 12. Financial statements and exhibits.
3. Filing of other statements in certain cases.
List below the financial statements and exhibits,
if any, filed as a part of this report:
(a) Financial statements
(b) Exhibits
The Board may, upon the informal written re
quest of the bank, and where consistent with
the protection of investors, permit the omission
of one or more of the statements herein re
quired or the filing in substitution therefor of
appropriate statements of comparable charac
ter. The Board may also by informal written
notice require the filing of other statements in
addition to, or in substitution for, the state
ments herein required in any case where such
statements are necessary or appropriate for an
adequate presentation of the financial condition
of any person for which financial statements
are required, or whose statements are other
wise necessary for the protection of investors.
SIGNATURES
Pursuant to the requirements of the Securi
ties Exchange Act of 1934, the bank has duly
caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
(Name of bank)
Date_________ By_________________________
(Name and title of signing officer)
EXHIBITS
FINANCIAL STATEMENTS OF
BUSINESSES ACQUIRED
Subject to provisions as to incorporation by
reference, the following documents shall be
filed as exhibits to this report:
1. Copies of any contract, plan, or arrange
ment for any acquisition or disposition de
scribed in answer to Item 2, including any plan
of reorganization, readjustment, exchange, mer
ger, consolidation, or succession in connection
therewith.
2. Copies of any judgment or any document
setting forth the terms of any settlement de
scribed in answer to Item 3.
3. Copies of the amendments to all constitu>
ent instruments and other documents described
in answer to Item 4.
4. Copies of all constituent instruments de
fining the rights of the holders of any new class
of securities referred to in answer to Item 6.
5. Copies of the plan pursuant to which the
options referred to in answer to Item 8 were
granted, or if there is no such plan, specimen
copies of the options.
6. Copies of any material amendments to the
bank’s charter or by-laws, not otherwise re
quired to be filed.
1. Business for which statements are re
quired. The financial statements specified below
shall be filed for any business the acquisition of
which by the bank or any of its majority-owned
subsidiaries is required to be described in an
swer to Item 2 above.
2. Statements required, (a) There shall be
filed a balance sheet of the business as of a date
reasonably close to the date of acquisition. The
balance sheet need not be verified, but if it is
not verified there shall also be filed a verified
balance sheet as of the close of the preceding
fiscal year.
(b) Statements of income of the business
shall be filed for each of the last three full fiscal
years and for the period, if any, between the
close of the latest of such fiscal years and the
date of the latest balance sheet filed. These
statements of income shall be verified up to the
date of the verified balance sheet.
(c) If the business was in insolvency pro
ceedings immediately prior to its acquisition,
the balance sheets required above need not be
verified. In such case, the statements of income
5
(Revised Dec. 31, 1969)
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-4
QUARTERLY REPORT
OF
(Name of bank)
(City and State)
3 months
ending----------
Item
19(current year)
Fiscal year to date
(— months ending---------)
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
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 o f bank)
D a te
(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 o f 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 o f 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
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.
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.
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.
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.
(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.
Instruction. Indicate whether a security holder’s
failure to vote against a proposal will constitute a
1
REGULATION F
F o r m F -5 ( P ro x y St a t e m e n t )
(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.
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 o f this
Part, this sub-item (a) shall not apply to any interest
arising from the ownership o f securities o f 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 206.5(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.
Instruction. With respect to solicitations subject to
section 206.5(i), costs and expenditures within the
meaning o f 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 o f such
costs represented by the amount normally expended
for a solicitation for an election o f directors in the
absence o f 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
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.
2
REGULATION F
F o r m F -5 ( P roxy St a t e m e n t )
(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 th er posi
tions and offices with the b ank presently held
by him , and indicate w hich persons are nom
inees for election as directors at th a t meeting.
(c ) If action is to be tak en w ith respect to
the election of directors and if th e persons
solicited have cum ulative voting rights, m ake a
statem ent th a t they have such rights and state
briefly th e conditions precedent to the exercise
thereof.
(d ) If to the knowledge of th e persons on
whose behalf th e solicitation is m ade, any p er
son, individually, o r together with his asso
ciates, owns of record o r beneficially m o re th a n
10 p e r cent of th e oustanding voting securities
of the bank, nam e such person o r persons,
state the approxim ate am ount of such securities
ow ned of record b u t n o t ow ned beneficially,
and the approxim ate am ount ow ned benefi
cially, and the percentage of outstanding voting
securities represented by th e 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 b an k 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 w hich control was acquired
and th e percentage of voting securities of the
b an k 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 w hich m ay at a sub
sequent date result in a change in control of
th e bank.
(2 ) State his present principal occupation
o r em ploym ent and give th e nam e and p rin
cipal business of any corporation o r other
organization in which such em ploym ent is
carried on. Furnish sim ilar 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
m eeting with respect to which a proxy state
m ent or statem ent where m anagem ent does not
solicit proxies was subm itted to security h old
ers pursuant to section 2 0 6 .5 (a ) of this Part.
(3 ) If he is or 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, or 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 at effect.
(b ) If any nom inee for election as a director
is proposed to be elected pursuant to any ar
rangem ent or understanding betw een the nom i
nee and any other person or persons, except
the directors and officers of the bank acting
solely in th a t capacity, nam e such other person
o r persons and describe briefly such arrange
m ent or understanding.
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 tak en w ith respect to the election of di
rectors, furnish the following inform ation, in
tab u lar form to the extent practicable, with
respect to each person nom inated for election
as a director and each oth er person whose term
of office as a director will continue after the
m eeting:
(c ) If fewer nom inees are nam ed than 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 num ber of persons than
the num ber of nom inees nam ed.
3
REGULATION F
F o r m F -5 ( P ro xy St a t e m e n t )
ing the period specified. However, information need
Item 7. Remuneration and other transactions
not be given for any portion of the period during
with management and others. Furnish the in
which such person was not a director or officer.
formation called for by this item if action is to
2. The information is to be given on an accrual
basis, if practicable. The tables required by this para
be taken with respect to (i) the election of
graph and paragraph (b) may be combined if the
directors, (ii) any bonus, profit sharing or
bank so desires.
other remuneration plan, contract or arrange
3. Do not include remuneration paid to a partner
ment in which any director, nominee for elec
ship in which any director or officer was a partner.
tion as a director, or officer of the bank will
But see paragraph (f) below.
participate, (iii) any pension or retirement
(b)
Furnish the following information, in
plan in which any such person will participate,
substantially the tabular form indicated, as to
or (iv) the granting or extension to any such
all pension or retirement benefits proposed to
person of any options, warrants, or rights to
be paid under any existing plan in the event of
purchase any securities, other than warrants or
retirement at normal retirement date, directly
rights issued to security holders, ,as such, on a
or indirectly, by the bank or any of its subsid
pro rata basis. However, if the solicitation is
iaries to each director or officer named in
made on behalf of persons other than the man
answer to paragraph (a)(1):
agement, the information required need be
furnished only as to nominees for election as
(B)
(C)
Amount set
Estimated
(A)
directors and as to their associates.
annual
benefits
Name of
aside or accrued
upon retirement
(a)
Furnish the following information in
during bank’s
individual
last fiscal year
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
Instructions. 1. Column (B) need not be answered
aggregate direct remuneration exceeded $30,with respect to payments computed on an actuarial
000, and each of the two highest paid officers
basis under any plan which provides for fixed benefits
in the event of retirement at a specified age or after a
of the bank whose aggregate direct remunera
specified number of years of service.
tion exceeded that amount, naming each such
2. The information called for by Column (C) may
director and officer.
be given in a table showing the annual benefits pay
able upon retirement to persons in specified salary
(2) All directors and officers of the bank
classifications.
as a group, without naming them, but stating
3. In the case of any plan (other than those speci
the number of persons included.
(A)
Name of
individual
or number
of persons
in group
(B)
Capacities
in which
remuneration
was received
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 of persons in such
group without naming them.
(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
4
REGULATION F
F o r m F -5 ( P roxy St a t e m e n t )
Instructions. 1. The extension, regranting, or
material amendment of options shall be deemed the
granting of options within the meaning o f 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 o f 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 o f the options and on the purchase
date may be given in the form o f price ranges for
each calendar quarter during which options were
granted or exercised.
(c ) D escribe briefly all rem uneration p ay
m ents (o th er than paym ents reported u n der
p arag rap h ( a ) o r (b ) of this item ) proposed
to be m ade in the future, directly o r indirectly,
by th e b an k or any of its subsidiaries pursu ant
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 .
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.
(e ) If to the knowledge of m anagem ent any
indebtedness to the bank has arisen since the
beginning of the b an k ’s last fiscal year under
section 1 6 (b ) of the Securities E xchange A ct
of 1934, as a result of transactions in the
b an k ’s stock (o r o th er equity securities) by
any director, officer, or security holder nam ed
in answ er to Item 5 ( d ) , w hich indebtedness
has n o t been discharged by paym ent, state the
am ount of any profit realized and w hether suit
will be brought or o th er 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 or 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 bank or any of its subsidiaries was or 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;
(d ) F urnish the following inform ation as to
all options to purchase securities, from the
bank o r any of its subsidiaries, which were
granted to o r 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 e r
sons as of the latest practicable date: (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 :
(1 ) A s to options granted, state ( i) the
title and am ount of securities called for; (ii) the
prices, expiration dates,and oth er m aterial p ro
visions; and (iii) the m arket value of the se
curities called fo r 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.
(3 ) A ny security holder nam ed in answ er
to Item 5 ( d ) ; or
5
REGULATION F
(4)
persons.
F o r m F -5 ( P ro xy St a t e m e n t )
Any associate of any of the foregoing
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. No 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. No 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”
in this instruction, transactions which are exempted
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 that
particular auditors shall be recommended by
any committee to select auditors for whom
votes are to be cast, name the auditors and de
scribe briefly any direct financial interest or
any material indirect financial interest in the
bank or any of its parents or subsidiaries, or
any connection during the past three years
with the bank or any of its parents or subsid
iaries in the capacity of promoter, underwriter,
voting trustee, director, officer, or employee.
Item 9. Bonus, profit-sharing, and other re
muneration plans. If action is to be taken with
respect to any bonus, profit-sharing, or other
remuneration plan, furnish the following infor
mation:
(a) Describe briefly the material features of
the plan, identify each class of persons who
will participate therein, indicate the approxi
mate number of persons in each such class and
state the basis of such participation.
(b) State separately the amounts which
would have been distributable under the plan
during the last fiscal year of the bank (1) to
directors and officers, and (2) to employees, if
the plan had been in effect.
(c) State the name and position with the
bank of each person specified in Item 7(a)
6
REGULATION F
F o r m F -5 ( P roxy St a t e m e n t )
who will participate in the plan and the am ount
w hich each such person w ould have received
u n d er the plan for th e last fiscal year of the
b an k if the plan h ad been in effect.
(b ) State ( 1 ) the approxim ate total am ount
necessary to fund the plan with respect to past
services, the period over which such am ount is
to be paid, and the estim ated annual paym ents
necessary to pay th e 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
or set aside by the bank and its subsidiaries for
the benefit of such person for the last fiscal
year of the ban k 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 a t required by this item and Item 7, as
m ay be necessary to describe adequately the
provisions already m ade p u rsu an t 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 o r in effect within the p ast 2 years,
for (i) each director o r officer nam ed in an
swer to Item 7 ( a ) w ho 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
or officer m ay participate in the plan, and
(iii) all em ployees, if em ployees m ay p artici
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 th e groups specified in ( b ) , state the n a
ture of th e am endm ents w hich can be so m ade.
(f) If action is to be taken w ith respect to
the am endm ent o r 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.
(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 pursuant 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 bank as a group, if any director o r offi
cer m ay participate in the plan, and (iii) all
employees, if em ployees m ay participate in the
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).
(e ) If the plan to be acted upon can be
am ended otherw ise th an by a vote of stock
holders to increase the cost thereof to the bank
o r alter the allocation of the benefits as be
tween the groups specified in (b ) ( 3 ) , state the
(a )
D escribe briefly th e m aterial features of nature of the am endm ents which can be so
made.
the plan, identify each class of persons who
will be entitled to participate therein, indicate
(f) If action is to be taken w ith respect to
the approxim ate num ber of persons in each
the am endm ent o r modification of an existing
such class, and state the basis of such partici
plan, this item shall be answ ered w ith respect
pation.
to the plan as proposed to be am ended o r m od
Item 10. Pension and retirement plans. If
action is to be taken w ith respect to any pen
sion o r retirem ent plan, furnish the following
inform ation:
7
REGULATION F
F o r m F -5 ( P roxy St a t e m e n t )
ified and shall indicate any material differences
from the existing plan.
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.
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 o f retirement at a specified age or after a
specified number o f years o f service.
2. The instruction to Item 9 shall apply to this item.
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) o f 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 o f such options, and
(iii) the amount of securities subject to all unexer
cised options held as o f the latest practicable date.
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
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
8
REGULATION F
F o r m F - 5 ( P ro x y St a t e m e n t )
statement as to (1) the nature and approxi
mate amount of consideration received or to
be received by the bank, and (2) the approxi
mate amount devoted to each purpose so far
as determinable, for which the net proceeds
have been or are to be used. If it is impractica
ble to describe the transaction in which the
securities are to be issued, indicate the purpose
of the authorization of the securities, and state
(i) whether further authorization for the issu
ance of the securities by a vote of security
holders will be solicited prior to such issuance,
and (ii) whether present security holders will
have preemptive rights to purchase such secu
rities.
in the particular case to disclose adequately the
nature and effect of the proposed action.
(e) Outline briefly any other material fea
tures of the proposed modification or exchange.
(f) The 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
merger or consolidation of the bank into or
with any other person, or of any other person
into or with the bank, (ii) the acquisition by
the bank or any of its subsidiaries of securities
of another bank, (iii) the acquisition by the
bank of any other going business or of the
assets thereof, (iv) the sale or other transfer
of all or any substantial part of the assets of
the bank, or (v) the voluntary liquidation or
dissolution of the bank:
(a) Outline briefly the material features of
the plan. State the reasons therefore and the
general effect thereof upon the interests of ex
isting security holders. If the plan is set forth
in a written document, file three copies thereof
with the Board when preliminary copies of
the Statement are filed pursuant to section
206.5(f).
Item 13. Modification or exchange of securi
ties. If action is to be taken with respect to the
modification of any class of securities of the
bank, or the issuance or authorization for issu
ance of securities of the bank in exchange for
outstanding securities of the bank, furnish the
following information:
(a) If outstanding securities are to be modi
fied, state the title and amount thereof. If secu
rities are to be issued in exchange for out
standing securities, state the title and amount
of securities to be so issued, the title and
amount of outstanding securities to be ex
changed therefor, and the basis of the ex
change.
(b) Describe any material differences be
tween the outstanding securities and the modi
fied or new securities with respect to any of the
matters concerning which information would
be required in the description of the securities
in a registration statement filed pursuant to
this Part.
(c) State the reasons for the proposed modi
fication or exchange and the general effect
thereof upon the rights of existing security
holders.
(d) Furnish a brief statement as to arrears
in dividends or as to defaults in principal or
interest with respect to the outstanding securi
ties which are to be modified or exchanged and
such other information as may be appropriate
(b) Furnish the following information as to
the bank and each person (other than sub
sidiaries substantially all of the stock of which
is owned by the bank) which is to be merged
into the bank, or into or with which the bank
is to be merged or consolidated, or the business
or assets of which are to be acquired, or which
is the issuer of securities to be acquired by the
bank or any of its subsidiaries in exchange for
all or a substantial part of its assets:
(1) A brief description of the business
and property of each such person in substan
tially the manner required by Items 3 and 4
of Form F-l.
(2) A brief statement as to defaults in
principal or interest with respect to any securi
ties of the bank or of such person, and as to
9
REGULATION F
F o r m F -5 ( P ro x y St 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.
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
(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 o f income in
their entirety, as required by Item 15, may be furnished
in lieu o f 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 o f
the interim period for the current year are not nec
essarily indicative o f 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
of 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 o f 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.
10
REGULATION F
F o r m F -5 ( P r o x y S t a t e m e n t )
(c )
As to each class of securities of the
bank, o r of any person specified in parag raph
( b ) , w hich is adm itted to dealing on a national
securities exchange o r w ith respect to w hich a
m arket otherw ise exists, and w hich will be
m aterially affected by th e plan, state the high
and low sale prices (o r, in the absence of tra d
ing in a p articular period, the range of the bid
and asked prices) for each quarterly period
w ithin two years. T his inform ation m ay be
om itted if the plan involves m erely the voluntary
liquidation or dissolution of the bank.
Item 15. Financial statements, (a ) If action
is to be taken w ith respect to any m atter speci
fied in Item s 12, 13, o r 14 above, furnish
verified financial statem ents of the b ank and its
subsidiaries such as w ould be required in a
registration statem ent filed p u rsu an t to this
Part. In addition, th e latest available interim
date balance sheet and statem ent of incom e
for the interim period betw een th e end of the
last fiscal year and the interim balance sheet
date, and com parable p rio r period, shall be
furnished. All schedules, except Schedule V II
— “A llow ance for Possible L oan L osses,” may
be om itted.
(c)N otw ithstanding paragraphs (a ) and (b )
above, any or all of such financial statem ents
w hich are not m aterial fo r the exercise of p ru
dent judgm ent in regard to the m atter to be
acted upon m ay be om itted. Such financial
statem ents are deem ed m aterial to the exercise
of prudent judgm ent in the usual case involving
the authorization o r issuance of any m aterial
am ount of senior securities, b u t are n o t
deem ed m aterial in cases involving the au th o r
ization or issuance of com m on stock, otherwise
than in an exchange, m erger, consolidation,
acquisition, o r sim ilar transaction.
(d ) T he Statem ent m ay incorporate by ref
erence any financial statem ents contained in an
annual report sent to security holders pu rsu an t
to section 2 0 6 .5 (c ) with respect to the same
m eeting as th at to w hich the Statem ent relates,
provided such financial statem ents substantially
m eet the requirem ents of this item.
Item 16. Action with respec,t to reports. If
action is to be taken with respect to any report
of the bank or of its directors, officers, or com
m ittees or any m inutes of a m eeting of its secu
rity holders, furnish the following inform ation:
(a ) State w hether or not such action is to
constitute approval or diapproval of any of the
(b )
If action is to be taken w ith respect to
m atters referred to in such reports of minutes.
any m atter specified in Item 1 4 ( b ) , furnish
(b ) Identify each of such m atters w hich it is
for each person specified therein, other than
intended will be approved or disapproved, and
the bank, financial statem ents such as w ould
furnish the inform ation required by the appro
be required in a registration statem ent filed
priate item or item s of this schedule w ith re
p u rsu an t to this P art. In addition, the latest
spect to each such m atter.
available interim date balance sheet and state
Item 17. Matters not required to be sub
m ent of incom e for the interim period betw een
mitted. If action is to be taken with respect to
the end of the last fiscal year and the interim
any m atter which is not required to be sub
balance sheet date, and com parable prior
m
itted to a vote of security holders, state the
period, shall be furnished. H ow ever, the fol
nature
of such m atter, the reasons for subm it
lowing m ay be om itted: (1 ) all schedules,
ting
it
to a vote of security holders and w hat
except Schedule V II— “A llow ance for Possible
action
is
intended to be taken by the m anage
L oan L osses” ; and (2 ) statem ents for a sub
m ent in the event of a negative vote on the
sidiary, all of th e stock of which is ow ned by
m atter by the security holders.
the bank, th a t is included in the consolidated
Item 18. Amendment of charter, by-laws, or
other documents. If action is to be taken with
statem ent of the b ank and its subsidiaries. Such
statem ents shall be verified, if practicable.
11
REGULATION F
F o r m F -5 ( P roxy St 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
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-6
STATEMENT IN ELECTION CONTEST
case. A negative answer to this sub-item need
not be included in the Statement or other proxy
soliciting material.
GENERAL INSTRUCTIONS
The statement shall contain the number and
captions of all items, but the text of the items
may be omitted. If an item is inapplicable or
the answer is in the negative, so state. The in
formation called for by Items 2(a) and 3(a) or a
fair summary thereof is required to be included
in all preliminary soliciting material by section
206.5(i) of this Part.
Item 3. Interests in securities of the bank.
(a) State the amount of each class of securities
of the bank that you own beneficially, directly,
or indirectly.
(b) State the amount of each class of securi
ties of the bank that you own of record but not
beneficially.
(c) State with respect to the securities speci
fied in (a) and (b) the amounts acquired within
the past two years, the dates of acquisition and
the amounts acquired on each date.
(d) If any part of the purchase price or
market value of any of the shares specified in
paragraph (c) is represented by funds borrowed
or otherwise obtained for the purpose of acquir
ing or holding such securities, so state and indi
cate the amount of the indebtedness as of the
latest practicable date. If such funds were bor
rowed or obtained otherwise than pursuant to a
margin account or bank loan in the regular
course of business of a bank, broker, or dealer,
briefly describe the transaction, and state the
names of the parties.
(e) State whether or not you are a party to
any contracts, arrangements or understandings
with any person with respect to any securities
of the bank, including but not limited to joint
ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of
profits, division of losses or profits, or the giv
ing or withholding of proxies. If so, name the
persons with whom such contracts, arrange
ments, or understandings exist and give the
details thereof.
(f) State the amount of securities of the bank
owned beneficially, directly or indirectly, by
each of your associates and the name and ad
dress of each such associate.
Item 1. Bank. State the name and address
of the bank.
Item 2. Identity and background of partici
pant. (a) State the following: (1) Your name
and business address. (2) Your present princi
pal occupation or employment and the name,
principal business, and address of any corpo
ration or other organization in which such
employment is carried on.
(b) State the following: (1) Your residence
address. (2) Information as to all material occu
pations, positions, offices, or employments dur
ing the last ten years, giving starting and ending
dates of each and the name, principal business,
and address of any business corporation or
other business organization in which each such
occupation, position, office, or employment was
carried on.
(c) State whether or not you are or have been
a participant in any other proxy contest involv
ing the bank or other corporations within the
past ten years. If so, identify the principals, the
subject matter and your relationship to the par
ties and the outcome.
(d) State whether or not, during the past 10
years, you have been convicted in a criminal
proceeding (excluding traffic violations or simi
lar misdemeanors) and, if so, give dates, nature
of conviction, name and location of court, and
penalty imposed or other disposition of the
1
REGULATION F
(S t a t e m e n t in E l e c t io n C o n t e s t ) F o r m F -6
(g)
State the amount of each class of securi
ties of any parent or subsidiary of the bank
which you own beneficially, directly or in
directly.
Item 4. Further matters, (a) Describe the
time and circumstances under which you be
came a participant in the solicitation and state
the nature and extent of your activities or pro
posed activities as a participant.
(b) Furnish for yourself and your associates
the information required by Item 7(f) of Form
F-5.
(c) State whether or not you or any of your
associates have any arrangement or understand
ing with any person (1) with respect to any
future employment by the bank or its affiliates;
or (2) with respect to any future transactions to
which the bank or any of its affiliates will or
2
may be a party. If so, describe such arrange
ment or understanding and state the names of
the parties thereto.
Item 5. Signature. The statement shall be
dated and signed in the following manner:
I certify that the statements made in this
statement are true, complete, and correct, to
the best of my knowledge and belief.
(Date)
(Signature of participant or
authorized representative)
Instruction. If the statement is signed on behalf of a
participant by the latter’s authorized representative,
evidence of the representative’s authority to sign on
behalf of such participant shall be filed with the
statement.
(Revised Dec. 31, 1969)
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-9: FINANCIAL STATEMENTS
A. BALANCE SHEET (Form F-9A)
B. STATEMENT OF INCOME (From F-9B)
C. STATEMENT OF CHANGES IN CAPITAL ACCOUNTS (Form F-9C)
D. SCHEDULES (Form F-9D)
GENERAL INSTRUCTIONS
omitted, the detailed instructions that relate to
1.
Preparation of forms. The forms for fi- applicable items shall be followed,
nancial statements are not to be used as blank
2. Accrual accounting. Financial statements
forms to be filled in but only as guides in the
shall generally be prepared on the basis of acpreparation of financial statements. The recrual accounting whereby all revenues and all
quirements with respect to the filing of balance
expenses shall be recognized during the period
sheets and statements of income are contained
earned or incurred regardless of the time re
in the instructions as to certain other forms
ceived or paid, with certain exceptions: (a)
required by this Part. Particular attention
where the results would be only insignificantly
should be given to the general requirements as
different on a cash basis, or (b) where accrual
to financial statements in section 206.7 of this
is not feasible. Statements with respect to the
Part, including paragraphs (e) and (f) thereof,
first fiscal year that a bank reports on the acwhich prescribe when statements of changes in
crual basis shall indicate clearly, by footnote or
capital accounts and schedules will be filed.
otherwise, the beginning-of-year adjustments
Although inapplicable items specified in the
that were necessary and their effect on prior
forms for financial statements should be
financial statements filed under this Part.
1
REGULATION F
(B a la n c e S h e e t) F o rm
F-9A
A. B a l a n c e S h e e t
Liabilities
Assets
12. Deposits:
(a) Demand deposits in domestic offices . . .
(b) Savings deposits in domestic o ffic es----(c) Time deposits in domestic o ffic e s...........
(d) Deposits in foreign offices ........................
13. Federal funds purchased and securities sold
under agreements to repurchase ...............
14. Other liabilities for borrowed m o n e y ...........
15. Bank’s acceptances outstanding ...................
16. Mortgages p a y a b le .............................................
17. Other liabilities .................................................
18. Total liabilities ..................................................
19. Minority interests in consolidated subsidiaries
1. Cash and due from banks..................
2. Investment securities:
(a) U.S. Treasury securities ................
(b) Securities of other U.S. Goven
agencies and corporations ........
(c) Obligations of States and politica
divisions ......................................
(d) Other securities ............................
3. Trading account securities ................
4. Federal funds sold and securities purchased
under agreements to resell ......................
Reserves
20. Allowance for posible loan losses..................
5. Other lo a n s......................................................
Capital Accounts
6. Bank premises and equipment ....................
21. Capital notes and debentures ......................
22. Equity capital:
7. Other real estate owned ................................
(a) Capital stock: Preferred stock ..............
Common sto c k ................
(b) Surplus ......................................................
(c) Undivided Profits ....................................
(d) Reserve for contingencies and other
capital reserves ....................................
23. Total capital accounts ..................................
24. Total liabilities, reserves, and capital ..........
8. Investments in subsidiaries not consolidated
9. Customers’ acceptance liability ....................
10. Other assets ....................................................
11. Total assets......................................................
ASSETS
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
2
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.
(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.
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.
3
REGULATION F
( B a l a n c e Sh e e t ) F o r m F - 9 A
erty and will revert to the lessor on expiration
of the lease.
(e) Bank premises includes vaults, fixed
machinery and equipment, parking lots owned
adjoining or not adjoining the bank premises
that are used by customers or employees, and
potential building sites.
which drawn, for which the reporting bank has
given deposit credit to customers.
(b) Include (1) paper rediscounted with
the Federal Reserve or other banks; and (2)
paper pledged as collateral to secure bills
payable, as marginal collateral to secure bills
rediscounted, or for any other purpose.
(c) Do not include contracts of sale or
other loans indirectly representing bank prem
ises or other real estate; these should be in
cluded in “bank premises” or “other real
estate”.
(d) Do not deduct bona fide deposits ac
cumulated by borrowers for the payment of
loans.
(f) Equipment includes all movable furni
ture and fixtures of the bank.
7. Other real estate owned, (a) State the
aggregate cost of all real estate owned by the
bank that is not a part of bank premises.
(b) With respect to real estate acquired
through default of a loan, aggregate cost shall
include the unpaid balance on the defaulted
6.
Bank premises and equipment, (a) State loan plus the bank’s out-of-pocket costs in ac
the aggregate cost of (1) bank premises owned,
quiring clear title to the property. Any adjust
(2) leasehold improvements, and (3) equip
ments from aggregate cost shall be explained
ment less any accumulated depreciation or
in a footnote.
amortization with respect to such assets.
(c) The aggregate market value of all real
(b) All fixed assets acquired subsequent to
estate owned by the bank that is not a part of
December 31, 1959, shall be stated at cost less
bank premises shall be set forth in a footnote,
accumulated depreciation or amortization.
together with an explanation of the method of
(c) All fixed assets acquired prior to Janu
determining such market value.
ary 1, 1960, that are not presently accounted
8 . Investments in subsidiaries not consoli
for by the bank on the basis of cost less accu
dated. State the aggregate investment, includ
mulated depreciation or amortization, may be
ing advances, in subsidiaries not consolidated.
stated at book value. Any such assets that are
9. Customers’ acceptance liability, (a) State
still in use and would not have been fully de
the liability to the reporting bank of its custom
preciated on an acceptable method of account
ers on drafts and bills of exchange that have
ing for depreciation if the bank had recorded
been accepted by the reporting bank or by
depreciation on such basis shall be described
other banks for its account and that are out
briefly in a footnote, together with an explana
standing— that is, not held by the bank, on the
tion of the accounting that was used with re
reporting
date. (If held by the reporting bank,
spect to such assets.
they
should
be reported as “loans”).
(d) The term “leasehold improvements”
(b)
In case a customer anticipates his lia
comprehends two types of situations: (1) where
bility to the bank on outstanding acceptances
the bank erects a building on leased property;
by paying the bank either the full amount of
and (2) where a bank occupies leased quarters
his liability or any part thereof in advance of
or uses leased parking lots and appropriately
the actual maturity of the acceptance, the bank
capitalizes disbursements for vaults, fixed ma
should decrease the amount of the customer’s
chinery and equipment directly related to such
liability on outstanding acceptances. If such
leased quarters, or resurfacing or other im
funds are not received for immediate applica
provements directly related to such parking lots
tion to the reduction of the indebtedness to the
that will become an integral part of the prop
4
REGULATION F
F o r m F - 9 A ( B a l a n c e Sh e e t )
bank or the receipt thereof does not immedi
ately reduce or extinguish the indebtedness,
then such funds held to meet acceptances must
be reported in “demand deposits”.
(e) Include outstanding drafts (including
advices or authorizations to charge the bank’s
balance in another bank) drawn in the regular
course of business by the reporting bank on
(c)
Do not include customer’s liability on other banks pursuant to customer order.
unused commercial and travelers’ letters of
(f) Do not include trust funds held in the
credit issued under guaranty or against the de
bank’s own trust department that the bank
posit of security—that is, not issued for money
keeps segregated and apart from its general
or its equivalent.
assets and does not use in the conduct of its
business.
10. Other assets. State separately, if mate
rial, (1) income earned but not 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 Federal funds pur
(4) any other asset not included in the preced
chased and securities sold under repurchase or
ing items.
similar arrangements. All securities sold under
transactions of this type should be included
11. Total assets. State the sum of all asset
regardless of (1) whether they are called simul
items.
taneous purchases and sales, buy-backs, turn
arounds, overnight transactions, delayed de
LIABILITIES
liveries, etc., and (2) whether the transactions
12. Deposits, (a) State separately (1) de
are with the same or different institutions if
mand deposits in domestic offices of the bank,
the purpose of the transactions is to repurchase
(2) savings deposits in domestic offices of the
identical or similar securities.
bank, (3) time deposits in domestic offices of
(b)
Federal funds purchased and sales of
the bank, and (4) deposits in foreign offices.
securities under repurchase agreements should
Related unposted debits, if any, should pref
be reported gross and not netted against sales
erably be deducted from domestic deposists.
of Federal funds and purchases of securities
(b) The domestic deposit liability categories
under resale agreements.
shall be segregated in accordance with the Rules
and Regulations of the Federal Deposit Insur
14. Other liabilities for borrowed money.
ance Corporation, Part 327.2— Classification
State the aggregate amount borrowed by the
of Deposits.
reporting bank on its own promissory notes, on
notes and bills rediscounted (including com
(c) The term “unposted debit” means a cash
modity drafts rediscounted), or on any other
item in the bank’s possession drawn on itself
instruments given for the purpose of borrowing
that has been paid or credited and is chargeable
money.
against, but has not been charged against, de
posit liabilities at the close of the reporting
period. This term does not include items that
have been reflected in deposit accounts on the
general ledger, although they have not been
debited to individual deposit accounts.
15. Bank’s acceptances outstanding, (a) State
the aggregate of unmatured drafts and bills of
exchange accepted by the reporting bank, or by
some other bank as agent for the reporting bank
(other than those reported in “demand de
posits”), less the amount of such acceptances
acquired by the reporting bank through dis
count or purchase and held on the reporting
date.
(d) Reciprocal demand deposit balances
with banks in the United States, except those
of private banks and American branches of
foreign banks, shall be reported net.
5
REGULATION F
(b)
Include bills of exchange accepted by the
reporting bank that Were drawn by banks or
bankers in foreign countries, or in dependencies
or insular possessions of the United States, for
the purpose of creating dollar exchange as re
quired by usage of trade in the respective coun
tries, dependencies, or insular possessions.
16. Mortgages payable, (a) State separately
here, or in a note referred to herein, such in
formation as will indicate (1) the general char
acter of the debt including the rate of interest;
(2) the date of maturity; (3) if the payment
of principal or interest is contingent, an appro
priate indication of such contingency; and (4)
a brief indication of priority.
(b)
If there are any liens on bank premises
or other real estate owned by the bank or its
consolidated subsidiaries which have not been
assumed by the bank or its consolidated subsi
diaries, report in a footnote the amount thereof
together with an appropriate explanation.
17. Other liabilities. State separately, if
material, (a) accrued payrolls; (b) accrued
income tax liability (Federal and State com
bined); (c) accrued interest; (d) cash divi
dends declared but not paid; (e) income col
lected but not earned; and (f) any other liability
not included in Items 12 through 16.
18. Total liabilities. State the sum of Items
12 through 17.
19. Minority interests in consolidated sub
sidiaries. State the aggregate amount of minor
ity stockholders’ interests in capital stock, sur
plus, and undivided profits of consolidated sub
sidiaries.
RESERVES
20. Allowance for possible loan losses, (a)
State the balance of the loan losses allpwance
account at the end of the fiscal year. Include in
this allowance only (1) any provision that the
bank makes for possible loan losses pursuant
to the Treasury tax formula and (2) any
amount in excess of the provision taken under
such formula that (A) represents management’s
(B a l a n c e Sh e e t ) F o r m F - 9 A
judgment as to possible loss or value depre
ciation and (B) has been established through a
charge against income.
(b)Any provision for possible loan losses that
the bank establishes as a precautionary measure
that is in excess of the amount reported in para
graph (a) shall not be included in this allowance
but shall be reported as a contingency reserve—
that is, as a segregation of undivided profits.
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 of undivided profits.
CAPITAL ACCOUNTS
21. Capital notes and debentures. State
separately here, or in a note referred to herein,
each issue or type of obligation and such infor
mation as will indicate (a) the general charac
ter of each type of debt including the rate of
interest; (b) the date of maturity (or dates if
maturing serially) and call provisions; (c) the
aggregate amount of maturities, and sinking
fund requirements, each year for the 5 years
following the date of the balance sheet; (d) if
the payment of principal or interest is contin
gent, an appropriate indication of the nature of
the contingency; (e) a brief indication of prior
ity; and (f) if convertible, the basis.
22. Equity capital, (a) Capital stock. State
for each class of shares the title of issue, the
number of shares authorized, the number
of shares outstanding and the capital
share liability thereof, and, if convertible,
the basis of conversion. Show also the dollar
amount, if any, of capital shares subscribed but
unissued, and of subscriptions receivable
thereon.
(b)
Surplus. State the net amount formally
transferred to the surplus account on or before
the reporting date.
F o rm
F-9A
REGULATION F
(B a la n c e S h e e t)
(c) Undivided profits. State the amount of
undivided profits shown by the bank’s books.
(d) Reserve for contingencies and other
capital reserves.
element of known losses, or losses the amount
of which can be estimated with reasonable
accuracy.
(4)
Reserves for possible security
losses, reserves for possible loan losses, and
other contingency reserves that are established
as precautionary measures 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 amounts
set aside for possible decrease in the book value
of assets, or for other unforseen or indeter
minable liabilities not otherwise reflected on the
bank’s books and not covered by insurance.
23. Total capital accounts. State the total of
Items 21 and 22.
24. Total liabilities, reserves and capital.
State the total of Items 18, 19, 20 and 23.
(3) As these reserves represent a segre
gation of undivided profits, do not include any
7
REGULATION F
(S ta te m e n t o f In c o m e ) F o rm
B.
F-9B
S ta te m e n t o f In co 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 securities............................................................................................................
(2) Securities of other U.S. Government agencies and corporations........................................
(3) Obligations of States and political subdivisions ................................................................
(4) Other securities ........................................................................................................................
(d) Trust department income ................................................................................................................
(e) Service charges on deposit accounts................................................................................................
(f) Other service charges, collection and exchange charges, commissions, and f e e s ......................
(g) Other operating in co m e....................................................................................................................
(h) Total operating income ....................................................................................................................
2. Operating Expenses:
(a) Salaries and w a g e s............................................................................................................................
(b) Pensions and other employee benefits............................................................................................
(c) Interest on deposits...................................................... ..................................................................
(d) Expenses of Federal funds purchased and securities sold under agreements to repurchase
(e) Interest on other borrowed m o n ey ..................................................................................................
(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 lo sses..................................................................................................................
(j) Other operating expenses ................................................................................................................
(k) Total operating expenses..................................................................................................................
3. Income before Income Taxes and Securities Gains (Losses) ..............................................................
4. Applicable Income T ax es..........................................................................................................................
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 Income ....................................................
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 o f incom e before extraordinary items and per share am ount o f extraordinary item s shall be stated separately.
1. Operating income. State separately:
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.
(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,
8
REGULATION F
F o r m F -9 B ( S t a t e m e n t o f I n 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.
(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.
(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.
(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.
(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.
(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.
(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.
(g) Other operating income.
(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.
(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
and fees for services performed by the bank in
“other real estate” and safe deposit boxes;
any authorized fiduciary capacity.
(D) net remittable profits (or losses) of for
9
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
and related functions. Such compensation shall
be included in Item 2(g).
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.
(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.
(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).
(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)) .
(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.”
(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
paid directly or through a trustee. Such com
pensation that is deferred and not distributed
to employees shall be reported in Item 2(b).
(1) Include all interest on bills payable,
rediscounts, unsecured notes payable, and
other instruments issued for the purpose of
borrowing money other than Federal funds
purchased and securities sold under agreements
to repurchase.
(2) Do not include interest on mortgages
(4) Do not include compensation of offi
cers and employees who spent the major por
tion of their working time on bank building
10
F o rm
F-9B
(S ta te m e n t o f In c o m 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
(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.
( 1).
(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 o f 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
(2) Include taxes on equipment.
sub-item (2) should be provided when judged
(i) Provision for loan losses.
appropriate in the opinion of management.
(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
( 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).
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.
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. 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 o f difference,
less related tax effect, should be charged against the
undivided profits account. If the estimated loan loss
expense reported in the statement o f 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 o f 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.
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 oh 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.
12
REGULATION F
C . St a t e m e n t
of
C h anges
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. Net 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 o f stock dividend,
shares at par value.
10. A ll other increases (decreases)1
11. Net increase (decrease) for the year
12. Balance at beginning of y ea r2
13. Balance at end of year
1 State separately any material amounts, indicating clearly the nature o f the transaction out o f which the item
arose.
- If the statement is filed as part o f an annual or other periodic report and the balances at the beginning o f
the period differ from the closing balances as filed for the previous fiscal period, state in a footnote the difference
and explain.
13
REGULATION F
(S c h e d u le s ) F o rm
D.
F-9D
Sc h ed u le s
SCHEDULE I—U.S. TREASURY SECURITIES, SECURITIES OF OTHER U.S.
GOVERNMENT AGENCIES AND CORPORATIONS, AND OBLIGATIONS OF
STATES AND 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 of 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
Amount
Type
Book value 1
Bonds, notes, and debentures2 3
Stock of the Federal Reserve Bank
Other stocks24
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.
14
REGULATION F
F o r m F -9 D (S c h e d u l e s )
SCHEDULE III— 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
i
If im practical to classify foreign branch and foreign subsidiary loans in accordance with this schedule, a separate
caption stating the total amount o f such loans may be inserted. Such action should be explained in a footnote.
SCHEDULE IV— BANK PREMISES A N D EQUIPMENT
Gross book
value 2
Classification1
Bank premises
(including land $
Accumulated depreciation
Amount at which
and am ortization3 4
carried on balance sheet
)
Equipment
Leasehold improvements
Totals 5
1 If impractical to consolidate foreign branch and foreign subsidiary bank premises and equipment in' accordance
with the breakdown required by this schedule, a separate caption stating the total amount o f all such property may
be inserted. Such action should be explained in a footnote.
2 State briefly in a footnote the basis o f determining the amounts in this column.
s 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 o f significant additions (other than provisions for depreciation and amortization) and
deductions shall be stated in an explanatory footnote.
s 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 l e s ) F o r m F -9 D
SCHEDULE V—INVESTMENTS IN, DIVIDEND INCOME FROM, AND 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 d ate1
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.
2 In a footnote state as to any dividends other than cash, the basis on which they have been reported as income.
Also, if any such dividend received has been credited to income in an amount differing from that charged to surplus
and/or undivided profits by the disbursing subsidiary, state the amount of such difference and explain.
SCHEDULE VI—“OTHER” LIABILITIES FOR BORROWED MONEY
Item
Amount
Borrowings from Federal Reserve Bank
Unsecured notes payable within 1 year
Unsecured notes payable after 1 year
Other obligations
Total
16
REGULATION F
F o r m F -9 D (S c h e d u l e s )
SCHEDULE VII—ALLOWANCE FOR POSSIBLE LOAN LOSSES
Amount set up
pursuant to
Treasury
tax formula
Item
Other
amount1
Balances at beginning of period
Recoveries credited to Allowance
Additions due to mergers and absorptions 2
Transfers to Allowance:
From income
From undivided profits s
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
@FedFRASER