Full text of Federal Reserve Bank of New York Circulars : Securities of Member State Banks

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FEDERAL RESERVE BANK
OF NEW YORK

February 17, 1971

SECURITIES OF MEMBER STATE BANKS
Amendments to Regulation F

To State Member Batiks in the Second Federal Reserve District:

Enclosed is a copy of amendments, effective February 4, 1971, to Regula­
tion F, “ Securities of Member State Banks,” of the Board of Governors of the
Federal Reserve System. The amendments implement the provisions of Public
Law 91-567, which require disclosure of certain information concerning acquisi­
tions of more than 5 percent of a class of equity securities registered pursuant to
the Securities and Exchange x\ct of 1934 (rather than 10 percent, as formerly).
Additional copies of the enclosure will be furnished upon request.




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SECURITIES OF MEMBER STATE BANKS
AMENDMENTS TO REGULATION F
1.
Effective February 4, 1971, section
206.4(g) (2) is amended as set forth below:
SECTION 206.4 — REGISTRATION
STATEM ENTS AND REPORTS
* * *
(g) Current reports. * # *
(2)
(i) Any person who, after acquiring,
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 o f the Act, is directly or indi­
rectly the beneficial owner of more than 5 per
cent of such class shall, within ten days after
such acquisition, send to the bank at its princi­
pal executive office, by registered or certified
mail, send to each exchange where the security
is traded, and file with the Board a statement
containing the information required by Form
F -ll. Eight copies of the statement shall be
filed with the Board.
(ii)
Acquisitions of securities by a security
holder who, prior to such acquisition, was the
beneficial owner of more than 5 per cent of
the outstanding securities of the same class as
those acquired shall be exempt from the re­
porting requirements of subdivision (i) of this
subparagraph if the following conditions are
met: (a) the acquisition is made pursuant to
preemptive subscription rights in an offering
made to all holders of securities of the class to
which the preemptive subscription rights per­
tain; (b) the purchaser does not, through
the exercise of such preemptive subscription
rights, acquire more than his or its pro-rata
share of the securities offered; and (c) the
acquisition is duly reported pursuant to sec­
tion 16(a) of the Act and the provisions of
§ 206.6 promulgated thereunder.




#

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

section

SECTION 206.5 — P R O X Y STATEMENTS
AND OTHER SOLICITATIONS UNDER
SECTION 14 OF THE ACT
* * *
(I)
Invitations for tenders. (1) No per­
son, directly or indirectly, by use of the mails
or by any means or instrumentality of inter­
state 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 secu­
rity, which is registered pursuant to section 12
of the Act, of a member State bank if, after
consummation thereof, such person would, di­
rectly or indirectly, be the beneficial owner of
more than 5 per cent of such class, unless, at
the time copies of the offer or request or in­
vitation are first published or sent or given to
security holders, such person has filed with the
Board a statement containing the information
and exhibits required by Form F -ll.
*

*

*

(5) I f any securities to be offered in con­
nection with the tender offer for, or request
or invitation for tenders of, securities with
respect to which a statement is required to be
filed pursuant to subparagraph ( 1 ) of this
paragraph, have been or are to be registered
under the Securities Act of 1933, a copy of the
prospectus containing the information re­
quired to be included therein under that Act
shall be filed as an exhibit to such statement.
Any information contained in the prospectus
may be incorporated by reference in such
statement.
(6 ) Eight copies of the statement required
by subparagraph ( 1 ) of this paragraph, every
amendment to such statement, and all other
material required by this section shall be filed
with the Board.

P R IN T E D IN N E W YO RK