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January 15, 1980

To the Addressee:

This Bank's letter, dated November 30, 1979, to State member banks
in this District, advised of the adoption by the Board of Governors of the
Federal Reserve System of amendments, effective December 31, 1979, to its
Regulation F, "Securities of Member State Banks."

The amendments were

adopted to conform the regulation to rules adopted by the Securities and
Exchange Commission concerning (a) filing and disclosure requirements relat
ing to beneficial ownership, (b) corporate governance, (c) management remu
neration, and (d) changes in independent accountant and auditor fees.
Enclosed is a copy of the amendments.

Six revised forms and

instructions (F-l, F-2, F-3, F-4, F-5, and F-ll) and a new form (F-11A) for
use in connection with the regulation have been mailed to Regulation F
registrant banks by the Board of Governors.

Any registrant bank that has

not received the forms may obtain them from this Bank's Regulations Division
(Tel. No. 212-791-5914).

Questions regarding Regulation F may also be

directed to the Regulations Division.

C i r c u la r s D i v is io n

FEDERAL RESERVE BANK OF NEW YORK

\khv w
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

SECURITIES OF MEMBER STATE BANKSAMENDMENTS TO REGULATION F t
l.
Section 206.4(h) of Regulation F is amended by purpose or effect, including any transaction subject
to § 206.4(h)(5)(i); and
revising subsections (3M5) and by adding subsec
tions (6)-(8) to read as follows:
(2) Such person is:
(i) A broker or dealer registered under section
15 of the Act;
SECTION 206.4— REGISTRATION
(ii) A bank as defined in section 3(a)(6) of the
STATEMENTS AND REPORTS
Act;
)|c
*
jfe
*
*
(iii) An insurance company as defined in sec
tion 3(a)(19) of the Act:
(h) * * *
(iv) An investment company registered under
(3)(i) Any person who. after acquiring directly or
Section 8 of the Investment Company Act of 1940;
indirectly the beneficial ownership of any equity
(v) An investment adviser registered under
security of a member State bank, of a class which
Section 203 of the Investment Advisers Act of
is registered pursuant to Section 12 of the Act (ex
1940;
cept nonvoting securities), is directly or indirectly
(vi) An employee benefit plan, or pension
the beneficial owner of more than 5 per cent of such
fund which is subject to the provisions of the Em
class shall, within 10 days after such acquisition,
ployee Retirement Income Security Act of 1974
send to the bank at its principal executive office, by
(“ ERISA” ) or an endowment fund;
registered or certified mail, and to each exchange
(vii) A parent holding company, provided the
where the security is traded, and file with the
aggregate amount held directly by the parent, and
Board, a statement containing the information re
directly and indirectly by its subsidiaries which are
quired by Form F—
11. Eight copies of the state
not persons specified in paragraphs (h)(3)(ii)
ment, including all exhibits, shall be filed with the
(A)(2)(i) through (vii) of this section, does not ex
Board.
ceed 1 per cent of the securities of the subject class;
(ii)(A) A person who would otherwise be
(viii) A group, provided that all the members
obligated under paragraph (h)(3)(i) of this section to
are p e r s o n s s p e c i f i e d in p a r a g r a p h s
file a statement on Form F -l 1 may, in lieu thereof,
(h)(3)(ii)(A)(2)(i) through (vii) of this section; and
file with the Board, within 45 days after the end of
(3) Such person has promptly notified any other
the calendar year in which such person became so
person (or group within the meaning of section
obligated, eight copies, including all exhibits, of a
13(d)(3) of the Act) on whose behalf it holds, on a
short form statement on Form F -l 1A and send one
discretionary basis, securities exceeding 5 per cent
copy each of such form to the bank at its principal
of the class, of any acquisition or transaction on
executive office, by registered or certified mail, and
behalf of such other person that might be reportable
to the principal national securities exchange where
by that person under section 13(d) of the Act. This
the security is traded: Provided, That it shall not be
paragraph only requires notice to the account owner
necessary to file a Form F-11A unless the percen
of information that the filing person reasonably
tage of the class of equity security beneficially
should be expected to know and that would advise
owned as of the end of the calendar year is more
the account owner of an obligation he may have to
than 5 per cent: And provided further. That:
(1)
Such person has acquired such securities in file a statement pursuant to section 13(d) of the Act
or an amendment thereto.
the ordinary course of his business and not with the
(B) Any person relying on paragraphs (h)(3)
purpose nor with the effect of changing or influenc
(ii)(A) and (h)(4)(ii)(B) of this section shall, in
ing the control of the bank, nor in connection with
addition to filing any statements required thereor as a participant in any transaction having such

t For this Regulation to be complete as amended effective December 31. 1979. retain:
1) Pnnted Regulation pamphlet dated January 29. 1979.
2) This slip sheet.

NOVEMBER 1979

under, file a statement on Form F-11A. within ten
days after the end of the first month in which such
person's direct or indirect beneficial ownership ex
ceeds 10 per cent of a class of equity securities spe
cified in paragraph (h)(3)(i) of this section com
puted as of the last day of the month, and thereafter
within ten days after the end ot any month in which
such person's beneficial ownership of securities of
such class, computed as of the last day of the
month, increases or decreases by more than 5 per
cent of such class of equity securities. Eight copies
of such statement, including all exhibits, shall be
filed with the Board and one each sent, by reg
istered or certified mail, to the bank at its principal
executive office and to the principal national secur
ities exchange where the security is traded. Once an
amendment has been filed reflecting beneficial
ownership of 5 per cent or less of the class of secur
ities. no additional filings are required by this para
graph iii)(B) unless the person thereafter becomes
the beneficial owner of more than 10 per cent of the
class and is required to file pursuant to this provi
sion.
(C) (1) Notwithstanding paragraphs (h)(3)
(ii)(A ) and (ii)(B) and (h)(4)(ii) of this section, a
person shall im m ediately become subject to
(h) (3)(i) and (h)(4)(i) of this section and shall
promptly, but not more than ten days later, file a
statement on Form F— if such person:
11
(i) Has reported that the person is the benefi
cial owner of more than 5 per cent of a class of
equity securities in a statement on Form F—
11A
pursuant to paragraph (ii XA) or (ii)(B). or is re
quired to report such acquisition but has not yet
filed the form;
(ii) Determines that the person no longer has
acquired or holds such securities in the ordinary
course of business or not with the purpose nor with
the effect of changing or influencing the control of
the bank, nor in connection with or as a participant
in any transaction having such purpose or effect,
including any transaction subject to § 206.4(h)
(5)(ii): and
(iii) Is at that time the beneficial owner of
more than 5 per cent of a class of equity securities
described in § 206.4(hX3)(i).
(2)
For the ten-day period immediately following
the date of the filing of a Form F-l 1 pursuant to
this paragraph (h)(3)(ii)(C), such person shall not:
(i) Vote or direct the voting of the securities de
scribed in paragraph (h)(3))ii)(C)( 1Xi): nor. (ii) Ac
quire an additional beneficial ownership interest in
any equity securities of the bank nor of any person
controlling the bank.
(D) Any person who has reported an acquisi
tion of securities in a statement on Form F-11A

pursuant to paragraph (ii)(A) or (iixB) and thereaf
ter ceases to be a person specified in paragraph
(ii)(A )(2) shall immediately become subject to §
206.4(h)(3)(i) and § 206.4(h)(4)<i) and shall file,
within ten days thereafter, a statement on Form F11 in the event such person is a beneficial owner at
that time of more than 5 per cent of the class of
equity securities.
(iii) Any person who. as of December 31.
1979. or as of the end of any calendar year thereaf
ter. is directly or indirectly the beneficial owner of
more than 5 per cent of any equity security of a
class specified in paragraph (h)(3)(i) of this section
and who is not required to file a statement under
paragraph (h)(3)(i) of this section by virtue of the
exemption provided by Section 13(d)(6)(A) or (B)
of the Act. or because such beneficial ownership
was acquired prior to December 20. 1970. or be
cause such person otherwise (except for the exemp
tion provided by section 13(d)(6)(C) of the Act) is
not required to file such statement, shall, within 45
days after the end of the calendar year in which
such person became obligated to report under this
paragraph, send to the bank at its principal execu
tive office, by registered or certified mail, and file
with the Board, a statement containing the informa
tion required by Form F-l I A. Eight copies of the
statement, including all exhibits, shall be filed with
the Board.
(iv) For the purposes of sections 13(d) and
13(g). any person, in determining the amount of
outstanding securities of a class of equity securities,
may rely upon information set forth in the bank's
most recent quarterly or annual report, and any cur
rent report subsequent thereto, filed with the Board
pursuant to this Act. unless he knows or has reason
to believe that the information contained therein is
inaccurate.
(v)
(A) Whenever two or more persons are re
quired to file a statement containing the information
required bv Form F-l 1 or Form F-11A with re
spect to the same securities, only one statement
need be filed, provided that:
(1) Each person on whose behalf the statement is
filed is individually eligible to use the Form on
which the information is filed:
(2) Each person on whose behalf the statement is
filed is responsible for the timely filing of such
statement and any amendments thereto, and for the
completeness and accuracy of the information con
cerning such person contained therein: such person
is not responsible for the completeness or accuracy
of the information concerning the other persons
making the filing, unless such person knows or has
reason to believe that such information is inaccu
rate: and

ing beneficial ownership of 5 per cent or less of the
(3) Such statement identifies ail such persons,
contains the required information with regard to
class of securities, no additional filings are required
unless the person thereafter becomes the beneficial
each such person, indicates that such statement is
owner of more than 5 per cent of the class and is
filed on behalf of all such persons, and includes, as
required to file pursuant to § 206.4(h)(3).
an exhibit, their agreement in writing that such a
statement is filed on behalf of each of them.
Note. — For persons filing a short form statement pur
(B)
A group’s filing obligations may be satis
suant to § 206.4<h)(3)(ii). see also § 206.4(h )(3)(iil(B ).
(C), and (D).
fied either by a single joint filing or by each of the
group’s members making an individual filing. If the
(5)(i) For the purposes of section 13(d) and
group’s members elect to make their own filings,
13(g) of the Act, a beneficial owner of a security
each such filing should identify all members of the
includes any person who, directly or indirectly,
group but the information provided concerning the
through any contract, arrangement, understanding,
other persons making the filing need only reflect
relationship, or otherwise has or shares:
information which the filing person knows or has
(A) voting power which includes the power to
reason to know.
vote, or to direct the voting of. such security: and/or
(4)
(i) Form F -l 1—If any material change occurs
(B) Investment power which includes the pow
in the facts set forth in the statement required by
er to dispose or to direct the disposition of such
§ 206.4(h)(3)(i) including, but not limited to, any
security.
material increase or decrease in the percentage of
(ii) Any person who. directly or indirectly,
the class beneficially owned, the person or persons
creates or uses a trust, proxy, power of attorney,
who were required to file such statement shall
pooling arrangement or any other contract, arrange
promptly file or cause to be filed with the Board
ment. or device with the purpose or effect of di
and send or cause to be sent to the bank at its prin
vesting such person of beneficial ownership of a
cipal executive office, by registered or certified
security or preventing the vesting of such beneficial
mail, and to each exchange on which the security is
ownership as part of a plan or scheme to evade the
traded an amendment disclosing such change. An
reporting requirements of Section 13(d) or 13(g) of
acquisition or disposition of beneficial ownership of
the Act shall be deemed for purposes of such sec
securities in an amount equal to l per cent or more
tions to be the beneficial owner of such security.
of the class of securities shall be deemed * mate
*
(iii) All securities of the same class beneficial
rial” for purposes of this rule: acquisitions or dis
ly owned by a person, regardless of the form which
positions of less than such amounts may be mate
such beneficial ownership takes, shall be aggre
rial. depending upon the facts and circumstances.
gated in calculating the number of shares benefi
The requirement that an amendment be filed with
cially owned by such person.
respect to an acquisition which materially increases
(iv) Notwithstanding the provisions of para
the percentage of the class beneficially owned shall
graphs (h)(5)(i) and (iii) of this section:
not apply if such acquisition is exempted by Sec
(A)(1) A person shall be deemed to be the
tion 13(d)(6)(B) of the Act. Eight copies of each
beneficial owner of a security, subject to the provi
such amendment shall be filed with the Board.
sions of paragraph (h)(5)(ii) of this section, if that
(ii) Form F -l IA — Notwithstanding paragraph
person has the right to acquire beneficial ownership
(h)(4)(i) of this section, and provided that the per
of such security, as defined in $ 206.4(h)(3Xi).
son or persons filing a statement pursuant to
within 60 days, including but not limited to any
§ 206.4(h)(3)(ii) continues to meet the requirements
right to acquire: (1) through the exercise of any op
set forth therein, any person who has filed a short
tion. warrant, or right: (ii) through the conversion
form statement on Form F-11A shall amend such
of a security: (iii) pursuant to the power to revoke a
statement within 45 days after the end of each
trust, discretionary account, or similar arrangement;
calendar year to reflect, as of the end of the calen
or (iv) pursuant to the automatic termination of a
dar year any changes in the information reported in
trust, discretionary account or similar arrangement:
the previous filing on that Form, or if there are no
provided, however, any person who acquires a
changes from the previous filing, a signed state
security or power specified in paragraphs (h)(5)
ment to that effect under cover of Form F-11A.
(ivxA)( 1)(i). (ii) or (iii) above, with the purpose or
Eight copies of such amendment, including all ex
effect of changing or influencing control of the
hibits. shall be filed with the Board and one each
bank, or in connection with or as a participant in
sent, by registered or certified mail, to the bank at
any transaction having such purpose or effect, im
its principal executive office and to the principal
mediately upon such acquisition shall be deemed to
national securities exchange where the security is
be the beneficial owner of the securities which may
traded. Once an amendment has been filed reflect
be acquired through the exercise or conversion of

such security or power. Any securities not outstand
ing which are subject to such options, warrants,
rights or conversion privileges shall be deemed to
be outstanding securities of the class owned by
such person but shall not be deemed to be outstand
ing for the purpose of computing the percentage of
the class by any other person.
(2)
Paragraph (A)(1) remains applicable for the
purpose of determining the obligation to file with
respect to the underlying security even though the
option, warrant, right or convertible security is of a
class of equity security, as defined in § 206.4(h)
(3)(i) and may therefore give rise to a separate obli
gation to file.
(B) A member of a national securities ex
change shall not be deemed to be a beneficial own
er of securities held directly or indirectly by it on
behalf of another person solely because such mem
ber is the record holder of such securities and. pur
suant to the rules of such exchange may direct the
vote of such securities, without instruction, on
other than contested matters or matters that may
affect substantially the rights or privileges of the
holders of the securities to be voted, but is other
wise precluded by the rules of such exchange from
voting without instruction.
(C) A person who in the ordinary course of
business is a pledgee of securities under a written
pledge agreement shall not be deemed to be the
beneficial owner of such pledged securities until the
pledgee has taken all formal steps necessary which
are required to declare a default and determines that
the power to vote or to direct the vote or to dispose
or to direct the disposition of such pledged secur
ities will be exercised, provided that:
( 1) The pledgee agreement is bona fide and was
not entered into with the purpose nor with the
effect of changing or influencing the control of the
bank, nor in connection with any transaction having
such purpose or effect, including any transaction
subject to § 206.4(h)(5)(ii):
(2) The pledgee is a person specified in §
206.4(h)(3)(ii)(A)(2). including persons meeting the
conditions set forth in paragraph (h) thereof: and
(3) The pledgee agreement, prior to default, does
not grant to the pledgee:
(i) The power to vote or to direct the vote of
the pledged securities: or
(ii) The power to dispose or direct the disposi
tion of the pledged securities, other than the grant
of such poweils) pursuant to a pledge agreement
under which credit is extended subject to Regula
tion T (12 CFR 220) and in which the pledgee is a
broker or dealer registered under section 15 of the
Act.
(D) A person engaged in business as an under
writer of securities who acquires securities through

his participation in good faith in a firm commitment
underwriting registered under the Securities Act of
1933 shall not be deemed to be the beneficial own
er of such securities until the expiration of 40 days
after the date of such acquisition.
(6) Any person may expressly declare in any
statement filed that the filing of such statement
shall not be construed as an admission that such
person is. for the purposes of section 13(d) or 13(g)
of the Act. the beneficial owner of any securities
covered by the statement.
(7)
(i) A person who becomes a beneficial owner
of securities shall be deemed to have acquired such
securities for purposes of section 13(d)(1) of the
Act, whether such acquisition was through purchase
or otherwise. However, executors or administrators
of a decedent’s estate generally will be presumed
not to have acquired beneficial ownership of the
securities in the decedent’s estate until such time as
such executors or administrators are qualified under
local law to perform their duties.
(ii)(A) When two or more persons agree to act
together for the purpose of acquiring, holding, vot
ing or disposing of equity securities of a bank, the
group formed thereby shall be deemed to have ac
quired beneficial ownership, for purposes of section
13(d) and 13(g) of the Act, as of the date of such
agreement, of all equity securities of that bank ben
eficially owned by any such persons.
(B)
Notwithstanding the previous paragraph, a
group shall be deemed not to have acquired any
equity securities beneficially owned by the other
members of the group solely by virtue of their con
certed actions relating to the purchase of equity
securities directly from a bank in a transaction not
involving a public offering: provided that:
(1) All the members of the group are persons
specified in § 206.4( h)(3)(ii)(A)(2):
(2) The purchase is in the ordinary course of
each member's business and not with the purpose
nor with the effect of changing or influencing con
trol of the bank, nor in connection with or as a
participant in any transaction having such purpose
or effect, including any transaction subject to
§ 206.4(h)(5)(ii):
(3) There is no agreement among or between any
members of the group to act together with respect
to the bank or its securities except for the purpose
of facilitating the specific purpose involved; and
(4) The only actions among or between any
members of the group with respect to the bank or
its securities subsequent to the closing date of the
nonpublic offering are those w-hich are necessary' to
conclude ministerial matters directly related to the
completion of the offer or sale of the securities.
(8) The acquisition of securities of a bank by a
person who, prior to such acquisition, was a benefi-

given to security holders, such person has filed
with the Board a statement containing the informa
tion and exhibits required by Form F— The de
13.
finition of beneficial owner set forth in 206.4(h)(5)
for the purposes of Section 13(d)( I) of the Act shall
apply also for purposes of Section 14(d)(1) of the
Act.

cial owner of more than 5 per cent of the outstand
ing securities of the same class as those acquired
shall be exempt from Section 13(d) of the Act. pro
vided that:
(i) 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 pertain:
(ii) Such person does not acquire additional
securities except through the exercise of his pro rata
share of the preemptive subscription rights: and
(iii) The acquisition is duly reported, if re
quired. pursuant to Section 16(a) of the Act and the
rules and regulations thereunder.
*

SECTION 206.5 — PROXY STATEMENTS AND
OTHER SOLICITATIONS UNDER SECTION 14
OF THE ACT
* * * * *
(I)
Tender Offers. (1) No person, directly or in
directly by use of the mails or any means or in
strumentality of interstate commerce or 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 equity security, which is
registered pursuant to Section 12 of the Act of any
member State bank. if. after consummation thereof,
such person would, directly or indirectly, be the
beneficial owner of more than 5 per cent of such
class, unless, at the time copies of the offer or re
quest or invitation are first published or sent or

-..........m

SECTION 206.5 — PROXY STATEMENTS AND
OTHER SOLICITATIONS UNDER SECTION 14
OF THE ACT

)

3.
Section 206.5(k) of Regulation F is amended
by adding a new paragraph to read as follows:

2.
Section 206.5(1) of Regulation F is amended
as follows:

ii:

(5)
If management intends to include in the
proxy statement a statement in opposition to a prop
osal received from a proponent, it shall, not later
than ten calendar days prior to the date the pre
liminary copies of the proxy statement and form of
proxy arc filed pursuant to $ 206.5(f) or. in the
event that the proposal must be revised in order to
be included, not later than five calendar days after
receipt by the bank of the revised proposal, prompt
ly forward to the proponent a copy of the statement
in opposition to the proposal. In the event the prop
onent believes that the statement in opposition con
tains materially false or misleading statements with
in the meaning of $ 206.5(h) and the proponent
wishes to bring this matter to the attention of the
Board, the proponent should promptly provide the
staff with a letter setting forth the reasons for this
view and at the same time promptly provide man
agement with a copy of such letter.

jl iilc V*7
*
Revised December 3 1 .1 9 7 9

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)
(I.R.S. Employer Identification No.)
(Bank’s telephone number, including area code)
T itle of Each C lass of S ecurities B eing R egistered Pursuant to
S ection 12( b ) of the A c t :*

(Title of class)
(Name of each exchange on which class is being registered)
T itle of Each C lass of S ecurities Being R egistered Pursuant to
S ection 12( g ) of the A c t :*

(Title of class)
circumstances under which they are made, not
misleading.”
Section 206.4(s) requires that four complete
copies of the registration statement, including
financial statements, exhibits and all other papers
and documents filed as a pan thereof, and four
additional copies which need not include exhibits,
shall be filed with the Board. At least one com
plete copy of the registration statement, including
financial statements, exhibits and all other papers
and documents filed as a part thereof, shall be
filed with each exchange on which any class of
securities is to be registered. At least one com
plete copy ot-the registration statement filed with
the Board and one such copy filed with each ex
change shail be manually signed. Copies not man
ually signed shail bear typed or printed signatures.
Information required by any item or other re
quirement of this form with respect to any foreign
subsidiary may be omitted to the extent that the
required disclosure would be detrimental to the
registrant. However, financial statements, other
wise required, shall not be omitted pursuant to
this instruction. Where information is omitted
pursuant to this instruction, a statement shall be

GENERAL INSTRUCTIONS
Form F - l shall be used for registration pur
suant to section 12(b) or (g) of the Securities Ex
change Act of 1934 of classes of securities of
issuers that are State-chartered banks that are mem
bers of the Federal Reserve System. This form is
not to be used as a blank form to be filled in but
oniv as a guide in the preparation of a registra
tion statement. Particular attention should be given
to the definitions in § 206.2 and the general re
quirements in § 206.4 of this Part. Unless other
wise stated, the information required shali 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 speci
fied in § 206.41 ui. Attention is directed to
§ 206.4<j) which states: 'i n addition to the infor
mation expressly required to be included in a state
ment or report, there shall be added such further
material information, if any. as may be necessary
to make the required statements, in Sight of the
* If none, so state.

FORM F -l (REGISTRATION STATEMENT)

REGULATION F

made that such information has been omitted and
the names of the subsidiaries involved shail be
separately furnished to the Board. The Board may,
in its discretion, cail for justification that the re
quired disclosure would be detrimental.

(c)
Describe any contractual arrangement,
known to the bank, including any pledge of secu
rities of the bank or any of its parents the opera
tion of the terms of which may at a subsequent
date resuit in a change of control of the bank.

INFORMATION REQUIRED IN
REGISTRATION STATEMENT

Instruction. This paragraph does not require a
description of ordinary default provisions contained
in the charter, trust indentures or other governing in
struments relating to securities of the registrant.

Item 1. General information. State the year in
which the bank was organized. If organized as a
national bank, state the year of conversion into a
State bank. Indicate the approximate number of
holders of record of each class of equity securities
of the bank.

Item 3. Description of business. Describe briefly
the business done or intended to be done by the
bank and any significant developments or trends
in such business occurring over the preceding five
years. Information should be furnished as to any
mergers, consolidations, or other acquisitions of
Item 2. Parents and subsidiaries of the bank, (a)
assets of any other person that were consummated
List all parents of the bank, showing the basis
during such period. State the number of banking
of control and. as to each parent, the percentage
offices in each city (or county) in the United States
of voting securities owned or other basis of con
in which the bank has offices and the number of
trol by its immediate parent, if any.
banking offices located in each foreign country or
(b)
Furnish a list or diagram of all subsidiaries
jurisdiction. In describing the business done by
of the bank and. as to each subsidiary, indicate
the bank, the business of its subsidiaries should be
(1) the State or other jurisdiction under the laws
included only insofar as the same is important to
of which it was organized, and (2) the percentage
an understanding of the character and development
of voting securities owned or other basis of con
of the business conducted by the total enterprise.
trol by its immediate parent. Designate (i) sub
(а) Tne description shail include, without lim
sidiaries for which separate financial statements
itation. information as to matters such as the fol
are filed: (ii) subsidiaries included in consolidated
lowing:
financial statements: (iii) subsidiaries included in
(1) Competitive conditions in the market areas
group financial statements filed for unconsolidated
involved and the competitive position of the bank,
subsidiaries: and (iv) subsidiaries for which no
if known or reasonably available to the bank. If
financial statements are hied, indicating briefiv
several services are involved, separate considera
why statements of such subsidiaries are not filed.
tion shail be given to the principal services or
Instructions. 1. In clud e the bank and sh ow clearly
classes of services.
the relation sh ip o f each person nam ed to the bank
and the oth er persons nam ed, in clu d in g the percent
(2) The principal services rendered by the
age o f v o tin g securities o f the bank ow n ed or other
bank, including any significant changes in the
basis o f con trol by its im m ed iate parent. T h e nam es
kinds of services rendered, during the past three
o f particular su bsid iaries m ay be om itted if the un
fiscal years.
nam ed subsidiaries con sid ered in the aggregate as a
single subsidiary w ou ld not con stitu te a significant
(3) The estimated dollar amount, if material,
subsidiary.
spent during each of the last two fiscal years for
2.
In case the bank ow n s, d irectly or ind irectly, ap
the development of new services or the improve
proxim ately 50 per cen t o f the votin g securities o f
ment of existing services.
any person and ap p roxim ately 50 per cen t o f the
votin g securities o f such person are ow n ed directly or
(4) The number of persons employed by the
ind irectly by another single interest, or if the bank
bank.
takes up the equity in undistributed earnings o f any
(5) The extent to which the business of the
oth er u n con solid ated person, such person shall be
d eem ed to be a subsidiary for the purpose o f this
bank or a material portion thereof is or may be
item .
seasonal.
N o te: If any person is co n tr o lled by m eans o f the
(б) Present in tabular form, for each of the
direct ow n ersh ip o f its securities by tw o or m ore per
three years for which a statement of income is
son s listed in response to this item , so ind icate by
being furnished, ratios of the bank's net income
appropriate cross reference.

REGULATION F
to the following items: (a) average equity capital
accounts, and (b) average daily total deposits.
Ratios for such periods of average daily loans to
average daily deposits should also be included.
(7) If more than 25 per cent of the bank’s loans
are concentrated in any one of the categories spe
cified in Schedule III of Forms F-9D . or if more
than 10 per cent of the bank’s loans in any partic
ular category specified in Schedule III of Form
F -9D represent the indebtedness of persons or
firms in a particular industry (for example, elec
tronics or real estate investment trusts), the cate
gory of loans, the particular industry or industries
involved, and the percentages that the amounts of
such loans bear to the total amount of the bank’s
loans and to the total amount of the bank’s loans
in the pertinent category in Schedule III.
(8) The dollar amounts of loans and other com
mitments as of the end of the last fiscal year and
previous fiscal year, indicating also the portions
thereof reasonably expected to be exercised within
the current fiscal year.

Instructions. 1. If the bank proposes to enter, or
has recently entered or introduced a new service re
quiring the investment of a material amount of its
total assets, provide as supplemental information at
the time of filing of the registration statement, but
not as a part thereof, a copy of any studies conducted
or performed by or for the bank relating to such
business, and a statement as to the actual or proposed
use of such study. Where material, disclosure of the
absence of such a study is required.
2. The principal methods of competition (e.g.,
rate service) should be identified and positive and
negative factors pertaining to the competitive position
of the bank, to the extent that they exist, should be
explained, if known or reasonably available to the
bank. An estimate of the number of competitors
should be included, and where material, the particu
lar market areas in which the bank competes should
be identified. Where one or a smail number of com
petitors are dominant, they should be identified.
3. The description shall not relate to the powers
and objects specified in the charter, but to the actual
business done and intended to be done. Include the
business of subsidiaries of the bank insofar as is
necessary to understand the character and develop
ment of the business conducted by the total enter
prise.
4. In describing developments, information shall be
given as to matters such as the following: the nature
and results of any other material reorganization, re
adjustment or succession of the registrant or any of
its significant subsidiaries: the acquisition or disposi
tion of any material amount of assets otherwise than
in the ordinary course of business: and any material
changes in the mode of conducting the business.

(REGISTRATION STATEMENT) FORM F -l
5. Appropriate disclosure shall also be made as to
the material effects that compliance with Federal,
State and local provisions which have been enacted
or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protec
tion of the environment, may have upon the capital
expenditures, earnings and competitive position of the
bank and its subsidiaries.
6. The business of a predecessor or predecessors
shall be deemed to be the business of the bank for
the purpose of this item.
7. Appropriate disclosure shail be made with re
spect to any material portion of the business (e.g.
deposits) which may be subject to termination at the
election of State, local, or Federal governments, or
any other depositor.
(b) If the bank and its subsidiaries engage in
material operations in foreign countries, or if a
material portion of revenues is derived from cus
tomers in foreign countries, appropriate disclosure
shall be made with respect to the importance of
that part of the business to the bank and the risks
attendant thereto. Insofar as practicable, furnish
information with respect to volume and profitabil
ity of such operations.
(c) The Board may. upon written request of the
bank, and where consistent with the protection of
investors, permit the omission of any of the infor
mation herein required or the furnishing in sub
stitution therefor of appropriate information of
comparable character. The Board may also re
quire the furnishing of other information in addi
tion to. or in substitution for, the information
herein required in any case where such informa
tion is necessary or appropriate for an adequate
description of the business done or intended to
be done.
Item 4. Summary of operations. Furnish in
comparative columnar form a summary of opera
tions for the bank or for the bank and its sub
sidiaries consolidated, as appropriate, for—
(a) each of the last five fiscal years of the bank
(or for the life of the bank and its predecessors,
if less), and
(b) any additional fiscal years necessary to keep
the summary from being misleading.
Where necessary, include information or ex
planation of material significance to investors in
appraising the results shown, or refer to such in
formation or explanation set forth elsewhere in
the registration statement.
Instruction. 1. As a minimum, operating income,
operating expenses, income before income taxes and
security gains (losses), applicable income taxes, in-

c o m e before security gains flosses), security gains
(losses), and net in com e sh ould be presented. T he
su m m ary sh ail reflect retroactive adjustm ents o f any
m aterial item s affecting the com p arab ility o f the
results.
2. Per share earnings and d ividend s d eclared for
each period o f the su m m ary shail be a lso sh ow n . T he
basis o f the com p u tation o f per share earnings sh all
be stated, togeth er w ith the nu m ber o f shares used
in the com p u tation . T h e bank sh all file as an exhibit
a statem en t setting forth in reason ab le detail the
com p u ta tio n o f per share earnings, unless the c o m
putation can be clearly determ in ed from the answ er
to this item .
3. fa) If debt securities are being registered, the
bank m ay, at its op tion , sh o w in tabular form for
each fiscal year the ratio o f earnings to fixed charges.
Such ratio sh ail be calcu lated both on the basis o f
exclu d in g interest on deposits and inclu ding interest
on d eposits as part o f "fixed ch arges.”
(b) E arnings sh ail be com p leted after all operatin g
and in co m e ded u ction s excep t fixed charges and taxes
based on in co m e or profits and after elim in atin g un
distributed in co m e or u n con solid ated subsidiaries and
50 per cen t or less ow n ed persons.

th e n a tu r e a n d a m o u n t o f a n y a sse ts, s e r v ic e s , or
o th e r c o n s id e r a tio n th e r e fo r r e c e iv e d o r to be re
c e iv e d b y th e b a n k .
(b)

at w h ic h a c q u ir e d o r to b e a c q u ir e d a n d th e p rin
c ip le f o llo w e d
te r m in a tio n

in d iv id u a lly

Item 7. Pending legal proceedings.
b r ie fly

p a id

d u r in g

ex p en ses,

sta te

th e

am ount

to u n d e r lie th e p r o c e e d in g a n d th e r e lie f so u g h t.
c e e d in g s

w ith in

th e

su ch

p a st fiv e y e a rs,

fu r n ish th e f o llo w in g in fo r m a tio n :
(a)
and

S ta te th e n a m e s o f th e p r o m o te r s , th e n a tu re
am ount

a n y th in g

v a lu e

(in c lu d in g

m o n e y , p r o p e r ty , c o n tr a c ts , o p tio n s , or rig h ts o f
a n y k in d ) r e c e iv e d o r to b e r e c e iv e d by e a c h p r o
m o te r d ir e c tly o r in d ir e c tly fr o m

know n

to be c o n te m p la te d

by g o v ern

m e n ta l a u th o r itie s .

Item 6. Organization within five years. If the
o r g a n iz e d

th e p r o c e e d in g s w e r e

I n c lu d e sim ila r in fo r m a tio n as to a n y s u c h p r o

d a te s o f a n y m a te r ia l le a s e s .

w as

in w h ic h

th e r e to , a d e s c r ip tio n o f th e fa c tu a l b a sis a lle g e d

w h ic h su c h r e n ta ls w e r e p a id , a n d th e e x p ir a tio n

bank

D e s c r ib e

p r o c e e d in g s ,

in stitu te d , th e d a te in stitu te d , th e p r in c ip a l p a r ties

th e

ren ta ls, th e a v e r a g e te rm o f the le a s e s p u rsu a n t

le g a l

p r o p e r ty is th e su b je c t. I n c lu d e th e n a m e o f the
court or a g en cy

b a n k ’s last fisc a l y e a r e x c e e d e d 5 p e r c e n t o f its
o p e r a tin g

p e n d in g

to th e b u sin e ss , to w h ic h th e b a n k o r a n y o f its

m a te r ia l v a iu e th at is o w n e d b y th e b a n k . In th e
r en ta ls

m a te r ia l

su b s id ia r ie s is a p a rty o r o f w h ic h a n y o f th e ir

in d ic a tin g a n y m a jo r e n c u m b r a n c e s

annual

any

o th e r th a n o r d in a r y r o u tin e p r o c e e d in g s in c id e n ta l

w ith r e s p e c t th e r e to , a n d (b) o th e r real e sta te o f
a g g r e g a te

if a n y ,

th e p r o m o te r .

a n d its su b s id ia r ie s , in w h ic h th e b a n k in g o ffic e s

even t

th e ir r e la tio n sh ip ,

a c q u ir e d b y th e p r o m o te r w ith in 2 y e a r s p r io r to

c a te g o r ie s , (a) p r o p e r tie s h e id in fe e , b y th e b a n k
a r e lo c a te d ,

a n d sta te

th e ir tr a n sfe r to th e b a n k , sta te th e c o s t th e r e o f to

bank premises and other

b r iefly ,

in d e te r m in in g

w ith th e b a n k o r a n y p r o m o te r . I f th e a sse ts w e r e

fd) .Any bank electin g to sh ow the ratio o f earn
ings to fixed charges, in accord an ce w ith this instruc
tion. sh ail file as an exhibit a statem en t setting forth
in reasonable detail the com p u tation s o f the ratios
sh ow n .
of

o r to b e f o llo w e d

th e a m o u n t. I d e n tify th e p e r s o n s m a k in g the d e

fc) T he term ’‘fixed charges'’ sh all m ean fi) interest
and am ortization o f debt discou n t and exp en se and
prem iu m on ail indebtedness: fii) su ch portion o f
rentals as can be d em onstrated to be rep resentative
o f the interest factor in the particular case.

Item 5. Description
real estate. D e s c r ib e

A s to a n y a ss e ts a c q u ir e d o r to b e a c q u ir e d

b y th e b a n k fr o m a p r o m o te r , sta te th e a m o u n t

th e b a n k , an d

Instructions. 1. N o co lle ctio n action or other claim
need be d escrib ed unless it departs from the norm al
kind o f su ch actions.
2. N o in form ation need be given w ith respect to
p roceedings that in v o lv e princip ally claim s for dam
ages if the aggregate am out in volved does not exceed
10 per cent o f the equity capital accou n ts o f the bank.
If, how ever, any proceeding presents in large degree
the sam e issues as other proceedings pending or
know n to be con tem p lated , the am oun t in volved in
such ocher proceed in gs sh ail be included in co m p u t
ing such percentage.
3. A ny m aterial proceedings to w hich any director,
officer, or affiliate o f the bank, any security hold er
nam ed in answ er to Item 12(a), or any association o f
any such director, officer, or security hold er, is a
party, or has a m aterial interest, adverse to the bank
or any o f its subsidiaries sh all also be described.
4. N otw ith sta n d in g the foregoin g, adm inistrative
or judicial proceedings arising under any F ederal,
State or local provisions w hich have been enacted or
adop ted relatin g to the protection o f the environ m en t,
sh ail not be d eem ed "ordinary routine litigation in
cid en tal to the business" and shall be described if
su ch p roceeding is m aterial to the business or finan
cial con d ition o f the bank or if it in volves prim arily
a claim for dam ages and the am ount in volved e x
clu sive o f interest and costs, exceed s 10 per cent o f
the equity capital accou nts o f the bank and its sub
sidiaries on a c on solid ated basis. A n y such p roceed

REGULATION F
ings by govern m en tal auth orities shall be deem ed
m aterial and sh all be describ ed w hether or not the
am ount o f any claim for dam ages in volved exceed s
10 per cen t o f equity capital accou nts on a c o n so li
dated basis and w h eth er or not such proceedings are
con sid ered “ordinary routine litigation incidental to
the business “t P rovided h ow ever, that such proceed
ings w hich are sim ilar in nature m ay be grouped and
describ ed g en erically stating: the num ber o f such
proceed in gs in each group: a generic description o f
su ch proceedings: the issues generally involved; and.
if such proceed in gs in the aggregate are m aterial to
the business or financial con d ition o f the bank, the
effect o f such p roceedings on the business or finan
cial co n d itio n o f the bank.

Item 8. Directors and officers, (a) The infor
mation required by Item 6 (a n e ) of $ 206.51 shall
be reported pursuant to this Item for both officers
and directors. The term “’officer" is defined in §
206.2(q).
(b) Identification o f certain significant em
ployees. Where the bank employs persons such as
special consultants or attorneys who are not offic
ers. but who make or are expected to make signifi
cant contributions to the business of the bank, such
persons should be identified and their background
disclosed to the same extent as in the case of
officers.
(c) Business experience. When an officer or per
son named in response to paragraph tbl. has been
employed by the bank or a subsidiary' of the bank
for less than five years, a brief explanation should
be included as to the nature of the responsibilities
undertaken by the individual in prior positions in
order to provide adequate disclosure of his prior
business experience. What is required is informa
tion relating to the ievei of his professional compe
tence which may include, depending upon the cir
cumstances. such specific information as the size of
the operation supervised.

(REGISTRATION STATEMENT) FORM F -l
(e). and (f) of Form F-5 at § 206.51 shall be re
ported for the past three years.
(b)
If the bank was organized within the past
five years, furnish the following information:
(1) State the names of the promoters, the nature
and amount of anything of value (including money,
property, contracts, options or rights of any kind)
received or to be received by each promoter direct
ly or indirectly from the bank, and the nature and
amount of any assets, services or other considera
tion therefor received or to be received by the
bank.
(2) As to any assets acquired or to be acquired
by the bank from a promoter, state the amount at
which acquired or to be acquired and the principle
followed, or to be followed in determining the
amount. Identify the persons making the determina
tion 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 11. Management options to purchase
securities. The information required by Item 7(c)
of Form F-5 at §206.51 shall be reported pursuant
to this Item.

Item 12. Security ownership of certain benefi
cial owners and management. The information re
quired by Items 5(d). (e ). and (g) of Form F-5 at §
206.51. shall be reported pursuant to this Item.

Item 13. Capital stock being registered. If

Item 10. Remuneration and other transactions
with management and others, (a) The informa

capital stock is being registered, state the title of
the class and furnish the following information:
(a) Outline briefly (1) dividend rights: (2) vot
ing rights: (3) liquidation rights; (4) preemptive
rights; (5) conversion rights; (6) redemption pro
visions: (7) sinking fund provisions; and (8) liabil
ity to further calls or to assessment by the bank.
(b) If the rights of holders of such stock may
be modified otherwise than by a vote of a m ajor
ity or more of the shares outstanding, voting as
a class, so state and explain briefly.
(c) Outline briefly any restriction on the re
purchase or redemption of shares by the bank
while there is any arrearage in the payment of
dividends or sinking fund instailments. If there
is no such restriction, so state.

tion required by Item 7(a). (b). (d). (e). (f). and (g)
of Form F-5 at § 206.51 shall be reported pursuant
to this Item. The information required by Item 7(d).

Instructions. 1. T his item requires o n ly a brief
su m m ary o f the provisions that are pertinent from
an in vestm en t stan dp oin t. A co m p lete legal descrip-

Item 9. 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.

REGULATION F

(REGISTRATION STATEMENT) FORM F -l

tion o f the provisions referred to is not required and
Item 15. O ther securities being registered. If
sh o u ld not be given. D o not set forth the provision s o f
securities other than capital stock or long-term debt
the govern in g instrum ents verbatim ; on iy a su ccin ct
are being registered, outline briefly the rights evi
resum e is required.
denced thereby. If subscription warrants or rights
2.
If the rights evid en ced by the securities being
are being registered, state the title and amount of
registered are m aterially lim ited or qualified by the
rights o f any oth er c la ss o f securities or by the
securities called for. the period during which and
p rovision s o f any con tract or oth er d ocu m en t, in
the price at which the warrants or rights are ex
clu d e su ch in fo rm a tio n regarding such other secu ri
ercisable.
ties being registered. If any secu rities being registered
In struction . T h e instructions to Item 14 sh all also
are to be offered in e xch an ge for other securities, an
appropriate d escrip tion o f su ch other securities sh all
app ly to this item .
be given. N o in form ation need be given , how ever, as
to any class o f securities all o f w h ich w ill be re
Item 16. Recent sale of securities. Furnish the
d eem ed and retired if appropriate steps to assure
su ch red em p tion and retirem en t w ill be taken prior
following information as to ail securities of the
to registration o f the securities being registered.
bank sold by the bank within the past three years or

presently proposed to be sold. Include securities
issued in exchange for property, services, or other
securities, and new securities resulting from the
modification of outstanding securities.
(a) Give the date of sale, title, and 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 under
writing discounts or commissions. As to any se
curities sold otherwise than for cash, state the
nature of the transaction and the nature and ag
gregate amount of consideration received by the
bank.
(d)
Give a reasonably itemized statement of the
purposes, so far as determinable, for which the
net proceeds have been or are to be used and the
approximate amount to be used tor each purpose.

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, sink
ing fund, or retirement,
(b) Provisions restricting the declaration of
dividends or requiring the maintenance of any
ratio of assets or the creation or maintenance of
reserves or the maintenance of properties.
(c) Provisions permitting or restricting the
issuance of additional securities, the withdrawal
of cash deposited against such issuance, the in
curring of additional debt, the release or substitu
tion of assets securing the issue, the modification
of the terms of-the security, and similar provi
sions.
fd) 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 enforce the lien.
fe) Provisions with respect to the kind and
priority of any lien securing the issue, together
with a brief identification of the principal
properties subject to each lien.

Instructions. (1) In form ation need not be set forth
as to n otes, drafts, b ills o f exch an ge, or bank accept
ances that m ature n ot later than 12 m onth s from
the date o f issu ance.
(2)
If the saies were m ade in a series o f transac
tions. the in form ation m ay be given by such totals
and periods as w ill reasonably c o n v ey the in form a
tion required.

Item 17. Nature of trading m arket. As to each
class of securities to be registered pursuant to Sec
tion 12(g) of the Act. state briefly the nature of the
trading market, if any. in such securities, including
the names of the principal market makers and the
reported high and low bid prices for each quarterly
period during the past three years. If bank -securities
are inactively traded, so state and indicate the range

In struction . 1. T he instructions to Item 14 sh all
apply to this item .
2. P rovisions perm itting the release o f assets upon
the dep osit o f eq u ivalen t fun ds or the pledge o f
eq u ivalen t property, the release o f property no longer
required in the business, o b so le te property or prop
erty taken by em in en t d om ain , the app lication o f
insurance m on eys, and sim ilar provisions, need not
be d escrib ed in answ er to paragraph (c).

(REGISTRATION STATEMENT) FORM F -l

REGULATION F

Registration Statement and the balance sheet re
quired by paragraph (a) is filed as of the end of
the preceding fiscal year, there shall be filed as
an amendment to the Registration Statement,
within 120 days after the date of filing, a veri
fied balance sheet of the bank as of the end of the
latest fiscal year.
2. Statements of income, (a) The bank shall
file verified statements of income for each of the
three fiscal years preceding the date of the bal
ance sheet'required by Instruction 1(a).
(b) There shall be filed with each balance sheet
filed pursuant to Instruction 1(b) a verified state
ment of income of the bank for the fiscal year
immediately preceding the date of the balance
sheet.
3. Omission of bank’s financial statements in
certain cases. Notwithstanding Instructions 1 and
2, the individual financial statements of the bank
may be omitted if consolidated statements of the
bank and one or more of its subsidiaries are filed.

of sales prices known to management for each such
period and the source of such information.

Item 18. Applicability of State laws. Describe
briefly the manner in which the laws of the State
under the laws of which the bank is chartered may
materially affect:
(a) De novo branching:
(b) Mergers:
(c) Interest rates on loans: and
(d) Bank holding companies.
Item 19. Financial statements and exhibits.
List all financial statements and exhibits filed as a
oan of the registration statement.
(a) Financial statements.
(b) Exhibits.

SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934. the bank has duly caused
this registration statement to be signed on its
behalf by the undersigned, thereunto duly author
ized.*
1

B. Consolidated statements
4. Consolidated balance sheets, (a) There shall

(Name of bank)

be filed a verified consolidated balance sheet of
the bank and its majority-owned (i) bank premises
Date---------------- By---------------------------------------subsidiaries, (ii) subsidiaries operating under the
(Name and title of signing officer)
provisions of sections 25 or 25(a) of the Federal
Reserve Act (“Agreement Corporations" and
INSTRUCTIONS AS TO FINANCIAL
“Edge Act Corporations"), and (iii) significant
STATEMENTS
subsidiaries, as of the close of the latest fiscal
year of the bank, unless such fiscal year has ended
These instructions specify the balance sheets
within 90 days prior to the date of filing the
and statements of income required to be filed as
Registration Statement, in which case this bal
a part of a Registration Statement on this form.
ance sheet may be as of the close of the preceding
Section 206.7 of this P an governs the verification
fiscal year.
form, and content of the balance sheets and state
ments of income required, including the basis of
(b) If the latest fiscal year of the bank has
consolidation, and prescribes the statement of
ended within 90 days prior to the date of filing
changes in capital accounts, statement of changes
the Registration Statement, and the balance sheet
in financial position, and the schedules to be filed
required by paragraph (a) is filed as of the end of
in support thereof.
the preceding fiscal year, there shall be filed as
an amendment to the Registration Statement,
A. Financial statements of the bank.
1.
Balance sheets, (a) The bank shall file a veri within 120 days after the date of filing a verified
consolidated balance sheet of the bank and such
fied balance sheet as of the close of its latest fiscal
subsidiaries as of the end of the latest fiscal year.
year unless such fiscal year has ended within 90
5. Consolidated statement of income, (a) There
days prior to the date of filing the Registration
shall be filed verified statements of income of the
Statement, in which case the balance sheet may be
bank and its majority-owned (i) bank premises
as of the close of the preceding fiscal year.
subsidiaries, fii) subsidiaries operating under the
(b) If the latest fiscal year of the bank has
provisions of sections 25 and 25(a) of the Federal
ended within 90 days prior to the date of filing the

FORM F -l (REGISTRATION STATEMENT)

REGULATION F

Reserve Act (“Agreement Corporations” and
“Edge Act Corporations”), and (iii) significant
subsidiaries, for each of the three fiscal years
preceding the date of the consolidated balance
sheet required by Instruction 4(a).
(b) There shall be filed with each balance sheet
filed pursuant to Instruction 4(b), a verified con
solidated statement of income of the bank and
such subsidiaries for the fiscal year immediately
preceding the date of the balance sheet.

balance sheets of the constituent businesses the
changes to be effected in the succession and the
balance sheet of the bank after giving effect to
the plan of succession. By a footnote or otherwise,
a brief explanation of the changes shall be given.
(c)
This instruction shall not apply with re
spect to the bank’s succession to the business of
any majority-owned subsidiary or to any acquisi
tion of a business by purchase.
8. Acquisition of other businesses, (a) There
shall be filed for any business directly or indirectly
acquired by the bank after the date of the bal
ance sheet filed pursuant to Part A or B above
and for any business to be directly or indirectly
acquired by the bank, the financial statements
that would be required if such business were a
registrant.

C. Unconsolidated subsidiaries and other persons
6. Separate statements of unconsolidated sub
sidiaries and other persons. There shall be filed
such other verified financial statements with re
spect to unconsolidated subsidiaries and other per
sons as are material to a proper understanding
of the financial position and results of operations
of the total enterprise. For purposes of this item,
“other persons” includes 50 per cent owned per
sons and unconsolidated persons in which the
bank takes up equity in undistributed earnings.

(b) The acquisition of securities shall be
deemed to be the acquisition of a business if such
securities give control of the business or combined
with securities already held give such control. In
addition, the acquisition of securities that will ex
tend the 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 oifered in exchange for the securities to be
acquired.

D. Special provisions
7. Succession to other businesses, (a) If during
the period for which its statements of income are
required, the bank has by merger, consolidation,
or otherwise succeeded to one or more businesses,
the additions, eliminations, and other changes
effected in the succession shall be appropriately
set forth in a note or supporting schedule to the
balance sheets filed. In addition, statements of
income for each constituent business, or combined
statements, if appropriate, shall be filed for such
period prior to the succession as may be necessary
when added to the time, if any, for which state
ments of income after the succession are filed to
cover the equivalent of the period specified in
Instructions 2 and 5 above.
(b) If the bank by merger, consolidation, or
otherwise is about to succeed to one or more
businesses, there shall be filed for the constituent
businesses financial statements, combined if appro
priate. that would be required if they were regis
tering securities under the Act. In addition, there
shall be filed a balance sheet of the bank giving
effect to the plan of succession. These balance
sheets shall be set forth in such form, preferably
columnar, as will show in related manner the

(c) No financial statements need be filed, how
ever. for any business acquired or to be acquired
from a majority-owned subsidiary. In addition,
the statements of any one or more businesses may
be omitted if such businesses, considered in the
aggregate as a single subsidiary, would not con
stitute a significant subsidiary.

9. Filing 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 ot the
statements herein required or the filing in sub
stitution therefor of appropriate statements of
comparable character. The Board may also re
quire the filing of other statements rn addition to.
or in substitution for, the statements herein re
quired in any case where such statements are
necessary or appropriate for an adequate presenta
tion of the financial condition of any person
whose financial statements are required, or whose
statements are otherwise necessary for the pro
tection of investors.
8

REGULATION F

(REGISTRATION STATEMENT) FORM F -I

E. Historical financial information

written off earlier than as required under any
periodic amortization pian. give the following in
formation: (1) title of the securities; (2) date of
the write-off; (3) amount written off; and (4) to
what account charged.

10. Scope of Part E. The information required
by Part E shall be furnished for the seven-year
period preceding the period for which statements
of income are filed, as to the accounts of each
person whose balance sheet is filed. The informa
tion is to be given as to all of the accounts speci
fied whether they are presently carried on the
books or not. Part E does not call for verifica
tion, but only for a survey or review of the ac
counts specified. It should not be detailed beyond
a point material to an investor.

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 premium or
there remained, at the time of retirement, a m ate
rial amount of unamortized discount and expense
applicable to the securities retired, state for each
class (1) title of the securities retired; (2) date of
retirement; (3) 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.

11. Revaluation of assets, fa) If there were
any material increases or decreases resulting from
revaluing of assets, state (1) in what year or years
such revaluations were made; (2) the amounts
of such increases or decreases, and the accounts
affected, including all related entries; and (3) if in
connection with such revaluations any related ad
justments were made in reserve accounts, the
accounts and 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 values,
reproduction cost, or any values other than
original cost.
(c) No information need be furnished with re
spect 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.

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 ma
terial related entries. Instruction 11(c) above also
applies here.
16. Predecessors. The information shall be
furnished, to the extent material, as to any prede
cessor of the bank from the beginning of the
period to the date of succession, not oniy 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.

12. Capital shares, (a) If there were any ma
terial restatements of capital shares that resulted
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 re
sulting from the declaration of share dividends.
<b) If there was an original issue of capital
shares, any part of the proceeds of which was
credited to accounts other than capital stock ac
counts, state the title of the class, the accounts, and
the respective amounts credited thereto.

17. Omission of certain information, fa) No
information need be furnished as to any sub
sidiary, whether consolidated or unconsolidated,
for the period prior to the date on which the
subsidiary' became a majority-owned subsidiary
of the bank or of a predecessor for which infor
mation is required above.
(b) No information need be furnished here
under as to any one or more unconsolidated sub
sidiaries for which separate financial statements

13. Debt discount and expense written off. If
any material amount of debt discount and ex
pense, on long-term debt still outstanding, was

REGULATION F

FORM F -l (REGISTRATION STATEMENT)
are filed if all subsidiaries for which the informa
tion is so omitted, considered in the aggregate,
would not constitute a significant subsidiary.
(c)
Only the information specified in Instruc
tion 11 need be given as to any predecessor or
any subsidiary thereof if immediately prior to the
date of succession thereto by a person for which
information is required, the predecessor or sub
sidiary was in insolvency proceedings.

INSTRUCTIONS AS TO EXHIBITS
Subject to provisions regarding incorporation
by reference, the following exhibits shall be filed
as a pan of the Registration Statement. Exhibits
shall be appropriately lettered or numbered for
convenient reference. Exhibits incorporated by
reference may bear the designation given in the
previous filing. Where exhibits are incorporated by
reference, the reference shall be made in the list
of exhibits in Item 20.
1. Copies of the chaner (or a composite or re
statement thereof) and the by-laws (or instruments
corresponding thereto) as presently in effect.
2. Copies of any plan of acquisition, reorgani
zation, readjustment, or succession described in
answer to Item 3 or 17.
3.
(a) Specimens or copies of all securities
ing registered hereunder, and copies of all con
stituent instruments defining the rights of holders
of long-term debt of the bank and of ail sub
sidiaries for which consolidated or unconsolidated
financial statements are required to be filed.
(b) There need not be filed, however, (1) any
instrument with respect to long-term debt not be
ing 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 agreement to furnish a
copy of such instrument to the Board upon re
quest. (2) any instrument with respect to any
class of securities if appropriate steps to assure
the redemption or retirement of such class wiil
be taken prior to or upon delivery by the bank
of the securities being registered, or (3) copies of
instruments evidencing script certificates for frac
tions of shares.
4. Copies of all pension, retirement, or other
deferred compensation plans, contracts, or ar

rangements. If any such plan, contract, or arrange
ment is not set forth in a formal document, fur
nish a reasonably detailed description thereof.
Copies of any booklet or other description of any
such plan, contract, or arrangement shall also
be filed.
5. Copies of any plan setting forth the terms
and conditions upon which outstanding options,
warrants, or rights to purchase securities of the
bank or its subsidiaries from the bank or its
affiliates have been issued, together with speci
men copies of such options, warrants, or rights;
or. if they were not issued pursuant to such a
plan, copies of each such option, warrant, or
right.
6. Copies of any voting trust agreement re
ferred to in answer to Item 12.
7. (a) Copies of every material contract not
made in the ordinary course of business that is
to be performed in whole or in part at or after
the filing of the Registration Statement or that was
made not more than two years before such filing
and performance of which has not been com
pleted. Only contracts need be filed as to which
the bank or a subsidiary is a parry or has suc
ceeded to a party by assumption or assignment,
and in which the bank or such subsidiary has a
beneficial interest.
be (b) If the contract is such as ordinarily ac
companies the kind of business conducted by the
bank and its subsidiaries, it is made in the or
dinary course of business and need not be filed,
unless it falls within one or more of the follow
ing categories, in which case it should be filed
except where immaterial in amount or signifi
cance:
(1) Directors, officers, promoters, voting trustee,
or security holders named in answer to Item 12(a)
are parties thereto except where the contract
merely involves purchase or sale of current assets
having a determinable market price, at such price.
(2) It calls for the acquisition or sale of fixed
assets for a consideration exceeding 10 per cent
of the value of all fixed assets of the bank and
its subsidiaries.
(3) It is a lease under which a significant part
of the property described under Item 5 is held by
the bank, or
(4) The amount of the contract, or its impor
tance to the business of the bank and its sub-

REGULATION F
sidiaries, is material, and the terms and condidons are of a nature of which investors reasonably
should be informed.

(REGISTRATION STATEMENT) FORM F -l
(c) Any bonus or profit-sharing plan, contract,
or arrangement shall be deemed material and shall
be filed.

tlto* >

Revised December 31, 1979

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 en ded_____________

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

(Address of principal office)
(Zip Code)
Bank’s telephone number, including area c o d e __________________
Securities registered pursuant to Section 12(b) of the Act:

(Title of class)
(Title of class)
(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
GENERAL INSTRUCTIONS
A. Rule as to use of Form F-2. (a) Form F-2
shall be used for annual reports pursuant to Section
13 of the Securities Exchange Act of 1934.
(b) Reports on this form shall be filed within
90 days after the end of the fiscal year covered by
the report, or within 30 days of the mailing of the
bank’s annual report to stockholders, whichever
occurs first.

B. Application of Regulation F. (a) The Board’s
Regulation F contains certain general requirements
which are applicable to reports on any form. These
general requirements should be carefully read and
observed in the preparation and filing of reports on
this form.
(b) Particular attention is directed to § 206.4
which contains general requirements regarding
matters such as the kind and size of paper to be

FORM F -2 (ANNUAL REPORT)

REGULATION F

used, the legibility of the report, the information
to be given whenever the title of securities is re
quired to be stated, and the filing of the report.
The definitions contained in section 206.2 should
be especially noted.
C. Preparation of report, (a) This form is not
to be used as a blank form to be filled in, but only
as a guide in the preparation of the report on paper
meeting the requirements of § 206.4(t). The report
shall contain the item numbers and captions of all
items but the text of such items may be omitted. The
answers to the items shall be prepared in the manner
specified in § 206.4(u).
(b) Except where information is required to be
given for the fiscal year or as of a specified date, it
shall be .given as of the latest practicable date.
(c) Attention is directed to § 206.4(j) which states:
“In addition to the information expressly required
to be included in a statement or report, there shall
be added such further material information, if an y,
as may be necessary to make the required statements,
in the light of the circumstances under which they
are made, not misleading.”

F. Incorporation of certain information by ref
erence. Attention is directed to § 206.4(m) which
provides for the incorporation by reference of in
formation contained in certain documents in answer
or partial answer to any item of a report.
G. Omission of information previously filed.
(a) Except as provided in paragraph (b) below,
the information called for by Items 1, 2, 3, 4, 8, 9,
10, 11, 12, 15, 16, 17, and 18 of this form is to be
furnished by all registrants required to file a report
on this form. Items 5, 6, 7, 13, and 14 may be omitted
from the report by any registrant which, since the
close of the fiscal year, has filed with the Board a
definitive proxy statement or a definitive information
statement pursuant to § 206.5 of Regulation F
which involved the election of directors, or which
files such a proxy or information statement not later
than 120 days after the close of the fiscal year.
(b) If the information called for by Items 2, 9, or
12 would be unchanged from that given in a previous
report, a reference to the previous report which in
cludes the required information will be sufficient.
Copies of such previous report need not be filed
with the report currently being filed on this form.
Item 1. Approximate number of equity security
holders. State in the tabular form indicated below
the approximate number of holders of record of
each class of equity securities of the bank as of the
end of the fiscal year:

D. Signature and filing of report. Four complete
copies of the report, including financial statements,
exhibits and all other papers and documents filed as
a part thereof, and four additional copies which
need not include exhibits, shall be filed with the
Board. At least one complete copy of the report,
including financial statements, exhibits and all other
papers and documents filed as a part thereof, shall
be filed with each exchange on which any class of
securities of the bank is registered. At least one
complete copy of the report filed with the Board
and one such copy filed with each exchange shall
be manually signed. Copies not manually signed shall
bear typed or printed signatures.

( 1)

Title of Class
( 2)

Number of record holders
Instructions. 1. A ttention is directed to the definition
o f the term “ equity security” in section 3 (a )(ll) o f the
A ct and the definition o f the term “ held o f record” in

§ 206.2(j).
2. The inform ation shall be given as o f the end o f the
last fiscal year or as o f any subsequent date, except that
if the latest determ ination o f the number o f record holders
o f any class o f equity securities was m ade for som e other
purpose within 90 days prior to the end o f the last fiscal
year, the inform ation may be given as o f the date o f such
determ ination.
3. Inform ation need not be given with respect to the
number o f holders o f outstanding nontransferable options
to purchase securities o f the bank.

E. Disclosure with respect to foreign subsidiaries.
Information required by any item or other require
ment of this form with respect to any foreign sub
sidiary may be omitted to the extent that the re
quired disclosure would be detrimental to the bank.
However, financial statements, otherwise required,
shall not be omitted pursuant to this instruction.
Where information is omitted pursuant to this
instruction, a statement shall be made that such
information has been omitted and the names of the
subsidiaries involved shall be separately furnished
to the Board. The Board may, in its discretion, call
for justification that the required disclosure would
be detrimental.

Item 2. Parents and subsidiaries of the bank.
Furnish a list or diagram showing the relationship
of the bank to all parents and subsidiaries, and as
to each person named indicate the percentage of
voting securities owned, or other basis of control, by
its immediate parent. See General Instruction G.

REGULATION F

(ANNUAL REPORT) FORM F -2

Instructions. 1. This item need not be answered if
there has been no change in the list or diagram as last
previously reported.
2. The list or diagram shall include the bank and shall
be so prepared as to show clearly the relationship o f
each person named to the bank and to the other persons
named. If any person is controlled by means o f the direct
ownership o f its securities by tw o or more persons, so
indicate by appropriate cross reference.
3. D esignate by appropriate sym bols (a) subsidiaries
for which separate financial statem ents are filed; (b) sub
sidiaries included in the respective consolidated financial
statem ents, (c) subsidiaries included in group financial
statem ents filed for unconsolidated subsidiaries, and
(d) other subsidiaries, indicating briefly why statem ents
o f such subsidiaries are not filed.
4. Indicate the name o f the State or other jurisdiction
in which each subsidiary was organized or incorporated.
5. The names o f particular subsidiaries may be om itted
if the unnam ed subsidiaries, considered in the aggregate
as a single subsidiary, would not constitute a significant
subsidiary.
6. A person, approxim ately 50 per cent o f w hose
voting securities are owned, directly or indirectly, by
the bank, and approxim ately 50 per cent o f w hose voting
securities are owned directly or indirectly, by another
person, or if the bank takes up the equity in undistributed
earnings o f any other unconsolidated person shall be
considered a subsidiary for the purpose o f this item.

2. If more than 25 per cent o f the total com m itm ents
shown are on terms whereby the prices or interest rates
are not to be determined by the market conditions to be
prevailing at the time o f exercise o f the com m itm ents, the
am ount and a description o f such com m itm ents should
aiso be disclosed.

(c) if a material portion of the bank’s deposits
has been obtained from a single person or a few
persons (including Federal, State, and local gov
ernments and agencies thereunder), the loss of any
one or more of which would have a materially
adverse effect on the business of the bank, or if a
material portion of the bank’s loans is concentrated
within a single industry or group of related indus
tries, a description of such customers, their other
relationships, if any, to the bank, and material
facts regarding their importance to the business of
the bank;
(d) the extent to which the business is or may be
seasonal;
(e) appropriate disclosure shall be made with
respect to the importance of and risks attendant to
foreign sources and applications of funds;
(0 appropriate disclosure shall also be made as
to the material effects that compliance with Federal,
State and local provisions which have been enacted
or adopted regulating the discharge of materials
into the environment or otherwise relating to the
protection of the environment, may have upon the
capital expenditures, earnings and competitive
position of the bank and its subsidiaries; and
(g) the appropriate number of persons employed.
Item 4. Summary of operations. Furnish in com
parative columnar form a summary of operations
for the bank or for the bank and its subsidiaries
consolidated, as appropriate, for—
(a) each of the last five fiscal years of the bank
(or for the life of the bank and its predecessors, if
less), and
(b) any additional fiscal years necessary to keep
the summary from being misleading.
Where necessary, include information or ex
planation of material significance to investors in
appraising the results shown, or refer to such in
formation or explanation set forth elsewhere in the
registration statement.
Instructions. 1. As a m inim um , operating incom e, oper

Item 3. Business. Describe the business done or
intended to be done by the bank and its subsidiaries,
including any material changes during the fiscal
year. In describing the business done by the bank,
the business of its subsidiaries should be included
only insofar as the same is important to an under
standing of the character and development of the
business conducted by the total enterprise. The
description shall also include, without limitation,
information as to matters such as the following:
(a) competitive conditions and the competitive
position of the bank in its service area;
(b) by appropriate categories the amount of
loan and similar commitments (including check
credit, over-draft, and credit card lines) as of the
end of each of the last two fiscal years, and with
respect to the amount as of the end of the most
recent fiscal year, the portion considered to be
“firm” and the portion not reasonably expected to
be exercised within the current year.
Instructions. 1. The categorization may include such
items as com m ercial letters o f credit, com m itm ents to
grant loans, and com m itm ents to purchase loans, or such
other classifications deemed appropriate by the bank. Any
specific category representing more than 25 per cent o f
the total com m itm ents show n shall, however, be identified
and specific categories representing individually less than
25 per cent o f the total com m itm ents shown may be
aggregated as Other Com m itm ents.

ating expenses, incom e before incom e taxes and security
gains dosses;, applicable incom e taxes, incom e before
security gains (losses;, security gams (losses), and net
incom e should be presented. The sum m ary shall reflect
retroactive adjustments o f any material item s affecting
the com parability o f the results.

FORM F -2 (ANNUAL REPORT)

REGULATION F

2. Per share earnings and dividends declared for each
period o f the sum m ary shall be also show n. The basis o f
the com putation o f per share earnings shall be stated,
together w ith the number o f shares used in the com puta
tion. The bank shail file as an exhibit a statem ent setting
forth in reasonable detail the com putation o f per share
earnings, unless the com putation can be clearly deter
m ined from the answer to this item.
3. fa) If debt securities are registered, the bank may.
at its option, show in tabular form for each fiscal year
the ratio o f earnings to fixed charges. Such ratio snail
be calculated both on the basis o f excluding interest on
deposits and including interest on deposits as part o f
“ fixed charges.”
fb) Earnings shall be com puted after all operating
and incom e deductions except fixed charges and taxes
based on incom e or profits and after elim inating undis
tributed incom e or un con solidated subsidiaries and 50
per cent or less owned persons.
(c) The term “ fixed charges” shall m ean (i) interest
and am ortization o f debt discount and expense and
premium on all indebtedness: and (ii) such portion o f
rentals as can be dem onstrated to be representative o f the
interest factor in the particular case.
(d) A ny bank electing to show the ratio o f earnings
to fixed charges, in accordance with this instruction, shall
file as an exhibit a statem ent setting forth in reasonable
detail the com putations o f the ratios shown.
4. For any previously reported material charge or
credit to incom e o f an unusual or infrequent nature in
which an am ount o f cost was estim ated to be incurred in
the fiscal year being reported on or the prior fiscal year,
sum m arize such transaction and state the am ounts o f
such estim ated cost and the am ounts o f the actual cost
incurred in such periods, the reasons for differences be
tween estim ated and actual am ounts, if any. and provide
a detailed reconciliation show ing all changes and credits
to any reserve provided.

g e n e ra l c h a r a cte r o f p r e m ises an d real p r o p e r ty o f
th e b a n k a n d its su b s id ia r ie s , w h eth er h e ld in fee
or le a se d , a n d
Item

p r o c e e d in g s are p e n d in g , th e d a te in stitu te d ,

b a sis a lle g e d to u n d e rlie th e p r o c e e d in g an d th e r e lie f
so u g h t. In c lu d e sim ila r in fo r m a tio n as to a n y su ch
p r o c e e d in g s k n o w n to be c o n te m p la te d by g o v e r n
m e n ta l a u th o r itie s .
(b) I f an y m a teria l leg a l p r o c e e d in g w h ic h
p r e v io u sly

changes

and
in

other
th e

real

w'as

r e p o r ta b le

Instructions. 1. N o collection, action or claim need be
described unless it departs from the norm al kina o f such
actions.
2. N o inform ation need be given with respect to any
proceeding which involves primarily a ciaim for dam ages
if the am ount involved, exclusive o f interest and costs,
does not exceed 10 per cent o f the equity capital o f the
bank. H ow ever, if any proceeding presents in large
degree the sam e issues as other proceedings pending or
know n to be contem plated, the am ount involved in such
other proceedings shall be included in com puting such
percentage.
3. N otw ith stand in g Instructions 1 and 2. any material
bankruptcy, receivership, or similar proceeding with
respect to the bank or any o f its significant subsidiaries
shall be described. Any material proceedings to which
any director, officer or affiliate o f the registrant, any
security holder nam ed in answer to Item 5 ia ). or any
associate o f any such director, officer or security holder,
is a party, or has a material interest, adverse to the bank
o f any o f its subsidiaries shail also be described.
4. N otw ithstanding tne foregoing, adm inistrative or
judicial proceeding arising under any Feaerai, State or
local provisions regulating the discharge o f m aterials
into the environm ent or otherwise relating to the protec
tion o f the environm ent shall not be deem ed "ordinary
routine litigation incidental to the business” and shall be
described if such proceeding is material to the business
o f financial condition o f the bank or if it involves
primarily a claim for dam ages and the am ount involved,
exclusive o f interest and costs, exceeds 10 per cent o f the
equity assets o f the bank and its subsidiaries on a con
solidated basis. Any such proceedings by governm ental
authorities shall be deemed m aterial and shall be de
scribed whether or not the am ount o f any claim for
dam ages involved exceeds 10 per cent o f equity capital

e sta te .

lo c a tio n

becam e

r esp e ct to th e b a n k a n d its su b sid ia r ies.

o f d ir e c t o r s a n d o f f ic

p rem ises

w h ic h

te r m in a tio n a n d d e sc r ib e th e d is p o s itio n th e r e o f w ith

See General Instruction
G. Set forth the same information as to remunera
tion of officers and directors and their transactions
with management and others as is required to be
furnished by Item 7iai and (hi of Form F-5 at $
206.51.
B an k

te rm in a te d d u rin g su ch q u a rter, g iv e th e d a te o f

m a tter s.

m a te r ia l

r ep o rte d

d u rin g th e fo u r th q u arter o f b a n k ’s fiscal y e a r w a s

Ite m 6 . D ir e c t o r s o f b a n k . See General Instruc
tion G. Set forth the same information us is re
quired by item 6ia). id), and (e) of Form F-5 at $
206.51. Mote— This information need not be in
cluded for nominees for election as directors.

th e

.p r in c ip a l p arties th e r e to , a d e sc r ip tio n o f th e fa c tu a l

h o ld in g s o f m a n a g e m e n t a s is req u ired to b e fu r

Item

d e sc r ib e

or o f w h ic h a n y o f their p r o p e r ty is th e su b je ct. In

n ish e d by Ite m 5 o f F o r m F - 5 .

D e s c r ib e

(a) B riefly

c lu d e th e n a m e o f th e c o u r t or a g e n c y in w h ic h th e

p r in c ip a l h o ld e r s o f v o tin g se c u r itie s an d se c u r ity

r e la te d

p r o c ee d in g s,

o r d in a r y r o u tin e litig a tio n in c id e n ta l to th e b u sin e ss,

str u c tio n G . S e t fo rth th e sa m e in fo r m a tio n a s to

7 . R e m u n e r a t io n

9. L eg a l

to w h ich th e b an k or a n y o f its su b sid ia r ie s is a p arty

Item 5. P rin c ip a l h old ers o f votin g se c u r ities and

Ite m

d a te s o f

a n y m a teria l p e n d in g legal p r o c e e d in g s , o th e r th an

secu rity h old in g s o f m a n a g em en t. S e e G e n e r a l In

ers and

if lea sed , th e e x p ir a tio n

m a teria l lea ses.

an d

(ANNUAL REPORT) FORM F -2

REGULATION F

(31 If an increase in securities is repoited. furnish:
(i) A statement of the aggregate net cash proceeds or
the nature and aggregate amount of any considera
tion received or to be received by the bank; (iil the
names of the principal underwriters, if any; and iiil
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; and
(4)
If a decrease in securities is reported, a state
ment of the aggregate amount of cash or the nature
and aggregate amount of any other consideration
paid or to be paid by the bank in connection with
such transaction or transactions.

and whether or not such proceedings are considered
“ ordinary routine litigation incidental to the bu siness":
provided, however, that such proceedings which are sim i
lar in nature may be grouped and described generally
stating: the number o f such proceedings in each group:
a generic description o f such proceedings: the issues gen
erally involved: and. if such proceedings in the aggregate
are m aterial to the business or financial condition o f the
bank, the effect o f such proceedings on the business or
financial condition o f the bank.

Item 10. Increases and decreases in outstanding
securities, (a) Give the following information as to
all increases and decreases during the fiscal year in
the amount of equity securities of the registrant
outstanding:
(1) The title of the class of securities involved;
(2) The date of the transaction;
(31 The amount of securities involved and whether
an increase or decrease; and
(41 A brief description of the transaction in w'hich
the increase or decrease occurred. If previously re
ported. the description may be incorporated by a
specific reference to the previous filing.

Instructions. 1. This paragraph does not apply to notes,
drafts, bills o f exchange, bankers’ acceptances, or other
obligations which mature not later than 1 year from the
date o f issuance. N o report need be m ade where the
am ount not previously reported, although in excess o f
5 per cent o f the am ount outstanding, does not exceed
1.000 shares or other units.
2. This paragraph includes the reissuance o f Treasury
securities and securities held for the account o f the issuer
thereof.
3. This paragraph need not be answered as to decreases
resulting from ordinary sinking fund operations, similar
periodic decreases m ade pursuant to the terms o f the c o n
stituent instrum ents, or decreases resulting from the
conversion o f securities.

Instructions. The inform ation shall be prepared in the
form o f a reconciliation between the am ounts show n to
be outstanding on the balance sheet to be filed with this
report and the am ounts show n on the bank’s balance
sheet for the previous year. The exercise o f outstanding
options or warrants 'separately by class or type o f option
or warrant :, conversions o f previously issued convertible
se c u r itie s 1separately by class o f security ' and the issuance
o f options may be grouped together show ing the dates
between which ail such transactions occurred. If the in
form ation called for has been previously reported on
Form F -4 . it may be incorporated by a specific reference
to the previous filing.

(b) Increases and decreases in the amount out
standing of debt securities which were previouslyreported in reports on Form F-4 should be listed
and briefly discussed with appropriate cross refer
ences to the earlier disclosure.
(c) If, during the fourth quarter of the bank’s
fiscal year, the amount of debt securities outstanding
has been increased or decreased through one or more
transactions, and the aggregate amount of all such in
creases or decreases not previously reported exceeds
5 per cent of the outstanding securities of the affected
class, furnish, the following information:
(1)
Title of class, the amount outstanding as last
previously reported, and the amount presently out
standing (as of a specified date);
(21 A brief description of the transaction or trans
actions resulting in the change;

Item 11. Officers of bank. See General Instruc
tion G. Set forth the same information as to officers
of bank as is required to be furnished by Item 6(a)(e ) of Form F-5 at $ 206.51. When an officer has
been employed by the bank or a subsidiary of the
bank for less than five years, a brief explanation
should be included as to the nature of the responsi
bilities undertaken by the individual in prior posi
tions in order to provide adequate disclosure of his
prior business experience. What is required is infor
mation relating to the level of his professional com
petence which may include, depending upon the
circumstances, such specific information as the size
of the operation supervised.
Item 12. Indemnification of directors and officers.
See General Instruction G. State the general effect
of any charter provision, bylaw, contract, arrange
ment or statute under which any director or officer
of the bank is insured or indemnified in any manner
against any liability which he may incur in his
capacity as such.
Item 13. Options granted to management to
purchase securities. See General Instruction G. Set
forth the same information as to options granted to

FORM F -2 (ANNUAL REPORT)

REGULATION F

management to purchase securities as is required to
he furnished by Item 7tc) of Form F-5 at 5 206.51.

ture. if any. authorizing the withdrawal or sub
stitution.

Item 14. Interest of management and others
in certain transactions. See General Instruction G.

Instruction. This paragraph need not be answered
where the withdraw al or substitution is made pursuant
to the terms o f an indenture which has been qualified
under the Trust Indenture A ct o f 1939.

Set forth the same information as to the interest of
management and others in certain transactions as is
required to be furnished by Item 7(d). te) and if) of
Form F-5 at $ 206.51.

Ttem 17. Defaults upon senior securities. General
Instruction. No response to this item is required if
the information called for herein has been previously
reported in a report on Form F-4.
ia; If there has been any material default in the
payment of principal, interest, a sinking or purchase
fund instalment, or any other material default not
cured within 30 days, with respect to any indebted
ness of the bank or any of its significant subsidiaries
exceeding 5 per cent of the equity capital of the bank,
identify the indebtedness and state the nature of the
default. In the case of such a default in the payment
of principal, interest, or a sinking or purchase fund
instalment, state the amount of the default and the
total arrearage on the date of filing this report.

Item 15. Financial statements, exhibits filed, and
reports on Form F-3. (a) List all of the following
documents filed as a part of the report:
1. All financial statements.
2. All exhibits, including those incorporated by
reference.
Instructions. Where any financial statem ent or exhibit
is incorporated by reference, the incorporation by refer
ence shall be set forth in the list required by this item.
Section 206.4 m, o f R egulation F 1 12 C F R 206. Am .

b) Reports on Form F-3. State whether any re
ports on Form F-3 have been filed during the last
quarter of the period covered by this report, listing
the items reported, any financial statements filed and
the dates of any such reports.

Instruction. This paragraph refers only to events which
have becom e defaults under the governing instrum ents,
i.e.. after the expiration o f any period o f grace and com
pliance with any n on ce requirem ents.

Item 16. Changes in securities and changes in
security for registered securities. General Instruction.
No response to this item is required if the informa
tion called for herein has been previously reported
in a report on Form F-4.

(b) If any material arrearage in the payment of
dividends has occurred or if ihere 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.

a; If the constituent instruments defining the
rights of the holders of a n y class of registered securi
ties have been materially modified, give the title of
the class of securities involved and state briefly the
general effect of such modification upon the rignts
of holders of such securities.
b, It the rights evidenced by any class of regis
tered securities have been materially limited or
qualified by the issuance or modification of any
other class of securities, state briefly the general
effect of the issuance or modification of such other
class of securities upon the rights of the holders of
the registered securities.
Instruction. Restrictions u p o n p a y m e n t of d i v i d e n d s
a r e to b e r e D o r t e d h e r e u n d e r .
c If there has been a material withdrawal or
substitution of assets securing any class of registered
securities of the bank, furnish the following informa
tion:
1. Give the title of the securities.
2. Id.1 tify and describe briefly the assets in
volved in the withdrawal or substitutions.
3. Indicate the provision in the underlying inden

Instruction, hem 17 need not be answered as to any
aefault or arrearage with respect to any class o f securities
all o f which is held by. o* for the account of. the bank
or its totally held subsidiaries.

Item 18. Submission of matters to a vote of security
holders. If any matter has been submitted to a vote of
security holders, through the solicitation of proxies
or otherwise, furnish the following information if
not previously disclosed in a report on Form F-4.
(a) The date of the meeting and whether it was an
annual or special meeting.
(b) If the meeting involved the election of direc
tors, state the name of each director elected at the
meeting and the name of each other director
6

(.ANNUAL REPORT) FORM F -2

REGULATION F
whose term of office as a director continued 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.
Instructions. 1. If any matter has been subm itted to a
vote o f security holders otherwise than at a m eeting o f
such security holders, corresponding inform ation with
respect to such subm ission shall be furnished. The solici
tation o f any authorization or consent (other than a
proxy to vote at a stockh old ers’ m eeting) with respect to
any matter shall be deem ed a subm ission o f such m atter
to a vote o f security holders within the m eaning o f this
item.
1 Paragraph C need be answered only if paragraph
a'i
(b: or X) is required to be answered.
3. Paragraph fb> need not be answered if (ii proxies
for the m eeting were solicited pursuant to § 206.5 o f
R egulation F. (ii) there was no solicitation in opp osition
to the m anagem en t’s nom inees as listed in the proxy
statem ent, and siii» all o f such nom inees were elected. If
the registrant did not solicit proxies and the board o f
directors as previously reported to the Board was re
elected in its entirety, a statem ent to that effect in answer
.to paragraph fb ) will suffice as an answer thereto.

5. If the Bank has published a report containing all o f
the inform ation called for by the item, the item may be
answered by a reference to the inform ation contained in
such report, provided copies o f such report are filed as an
exhibit to the report on this form.

3. Separate statements of unconsolidated sub
sidiaries 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 finan
cial position and results of operations of the total
enterprise. For purposes of this item, “ other per
sons” includes 50 per cent owned persons and uncon
solidated persons in which the bank takes up equity
in undistributed earnings.

SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the bank has duly caused
this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.

4. Filing of other statements in certain cases. The
Board may, upon the request of the bank and where
consistent with the protection of investors, permit
the omission of one or more of the statements herein
required or the filing in substitution therefor of
appropriate statements of comparable character.
The Board may also require the filing of other state
ments in addition to, or in substitution for, the state
ments herein required in any case where such state
ments are necessary or appropriate for an adequate
presentation of the financial condition of any person
whose financial statements are required, or whose
statements are otherwise necessary for the protection
of investors.

(Name of bank;
Date____________ By______________________ __
(Name and title of signing
officer)

INSTRUCTIONS AS TO FINANCIAL
STATEMENTS
These instructions specify the balance sheets and
statements of income required to be filed as a part
of annual reports on this form. Section 206.7 of

1. Financial statements of the bank, (a) There shall
be filed for the bank, in comparative 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 individual
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 operating
under the provisions of sections 25 or 25(a) of the
Federal Reserve Act (“ Agreement Corporations”
and “ Edge Act Corporations”), and (iii) significant
subsidiaries, in comparative columnar form, verified
consolidated balance sheets as of the close of the
last two fiscal years of the bank and verified con
solidated statements of income for such fiscal years.

4. Paragraph ic) need not be answered as to procedural
m atters or as to the selection or approval o f auditors.

this Part governs the verification, form, and content
of the balance sheets and statements of income re
quired, including the basis of consolidation, and
prescribes the statement of changes in capital
accounts, statement of changes in financial position,
and the schedules to be filed in support thereof.

FORM F -2 (ANNUAL REPORT)
INSTRUCTIONS AS TO EXHIBITS
Subject to provisions regarding the incorporation
of exhibits by reference, the following exhibits shall
be filed as a part of the report:
A. Copies of all amendments or modifications,
not previously filed, to ail exhibits previously filed
(or copies of such exhibits as amended or modified).
B. Copies of all contracts and other documents of
a character required to be filed as an exhibit to an
original registration statement on Form F -l which
were executed or in effect during the fiscal year and

REGULATION F
not previously filed.
C. Copies of the exhibits called for by Instruction
3(d) to Item 4.
D. Copies of all constituent instruments defining
the rights of the holders of any new class of securi
ties referred to in answer to Item 10(c).
E. Copies of the amendments to ail constituent
instruments and other documents described in
answer to Item 16.
F. Copies of the text of any proposal described
and copies of any published report furnished in
response to Item 18. .

-O ,
wl

Revised December 31. 1979

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F-3
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
For the month of_________________ , 19______
(Exact name of bank as specified in charter)
(Address of principal office)
GENERAL INSTRUCTIONS
A. Rule as to use of Form F-3. Form F-3 shall
be used for current reports under Section 13 of the
Securities Exchange Act of 1934, filed pursuant to
§ 206.4(h) of Regulation F (12 CFR 206.4(h)).
B. Events to be reported and filing of reports. A
report on this form is required to be filed upon the
occurrence of any one or more of the events specified
in the items of this form. Reports are to be filed
within 15 days after the occurrence of the earliest
event required to be reported. However, reports
which disclose events pursuant to Item 5 may be
filed within 10 days after the close of the month
during which the event occurred. If the letter from
the independent accountants to be furnished pur
suant to Item 4(d) is unavailable at the time of filing,
it shall be filed within thirty days thereafter. More
over, if substantially the same information as that
required by this form has been previously reported
by the bank, an additional report of the information
on this form need not be made. The term “ pre
viously reported” is defined in § 206.2(v) of Regula
tion F (12 CFR 206.2(v)).
C. Application of Regulation F. (a) Regulation F
(12 CFR Part 206) contains certain general require
ments which are applicable to reports on any form.
These general requirements should be carefully read
and observed in the preparation and tiling of reports
on this form.
(b) Particular attention is directed to § 206.4 of
Regulation F (12 CFR 206.4) which contains general
requirements regarding matters such as the kind and
size of paper to be used, the legibility of the report,
the information to be given whenever the title of
securities is required to be stated, and the filing of

the Report. The definitions contained in § 206.2
should be especially noted.
D. Preparation of report. This form is not to be
used as a blank form to be filled in, but only as a
guide in the preparation of the report on paper meet
ing the requirements of § 206.4(t) of Regulation F
(12 CFR 206.4(f)). The report shall contain the num
bers and captions of all applicable items, but the
text of such items may be omitted, provided the
answers thereto are prepared in the manner specified
in § 206.4(u) of Regulation F (12 CFR 206.4(u)).
All items which are not required to be answered in
the particular report may be omitted and no refer
ence thereto need be made in the report. All instruc
tions should also be omitted.
E. Signature and filing of report. Three complete
copies of the report, including any financial state
ments, exhibits of other papers or documents filed
as a pan thereof, and five additional copies which
need not include exhibits, shall be filed with the
Board. At least one complete copy of the report,
including any financial statements, exhibits or other
papers or documents filed as a part thereof, shall be
filed with each exchange on which any class of securi
ties of the bank is registered. At least one complete
copy of the repon filed with the Board and one such
copy filed with an exchange shall be manually
signed. Copies not manually signed shall bear typed
or printed signatures.
INFORMATION TO BE INCLUDED
IN THE REPORT
Item 1. Changes in control of bank, (a) If, to the
knowledge of management, a change in control of
the bank has occurred, state the name of the per

FORM F— (CURRENT REPORT)
3

REGULATION F

son(s) who acquired such control; the amount and
the source of the consideration used by such per
son! s); the basis of the control; the date and a
description of the transaction(s) which resulted in
the change in control; the percentage of voting
securities of the bank now beneficially owned directly
or indirectly by the person(s) who acquired control;
and the identity of the person(s) from whom control
was assumed- If the source of all or any part of the
consideration used is a loan made in the ordinary
course of business by a bank as defined by Section
3(a)(6) of the Act, the identity of such bank shail
be omitted provided a request for confidentiality has
been made pursuant to Section 13(d)(1)(B) of the
Act by the person(s) who acquired control. In lieu
thereof, the material shall indicate that disclosure
of the identity of the bank has been so omitted and
filed separately with the Board.

acquired or to whom they were sold and the nature
of any material relationship between such person(s)
and the registrant or any of its affiliates, any director
or officer of the registrant, or any associate of any
such director or officer.
(b)
If any assets so acquired by the registrant or
its subsidiaries constituted plant, equipment or
other physical property, state the nature of the busi
ness in which the assets were used by the person(s)
from whom acquired and whether the bank intends
to continue such use or intends to devote the assets
to other purposes, indicating such other purposes.
Instructions. 1. N o inform ation need be given as to
(i) any transaction between any person and any w hollyow ned subsidiary o f such person; (ii) any transaction be
tw een tw o or m ore w h olly-ow n ed subsidiaries o f any
person; or (iii) the redem ption or other acquisition o f
securities from the public, or the saie or other disposition
o f securities to the public; by the issueer o f such securities.

(b) Describe any contractual arrangements, in
cluding any pledge of securities of the bank, or any
of its parents, known to management, the operation
of the terms of which may at a subsequent date re
sult in a change in control of the bank.

3. T ne inform ation called for by this item is to be given
as to each transaction or senes o f related transactions
o f the size indicated. The acquisition or disp osition o f
securities shail be deem ed the indirect acquisition or dis
p osition o f the assets represented by such securities if it
results in the acquisition or disp osition o f control for
such assets.

Instruction. Paragraph (b) does not require a descrip
tion o f ordinary default provisions contained in the char
ter, trust indentures or other governing instrum ents
relating to securities o f the bank.

(c) If the source of all or any pan of the funds
used to acquire control of the bank is a loan made
by a bank as defined in section 3(a)(6) of the Act,
indicate whether there exists any agreement, arrange
ment, or understanding pursuant to which the regis
trant bank maintains or would maintain a corre
spondent deposit account at such lending bank.

Item 2. Acquisition or disposition of assets. If the
bank or any of its majority-owned subsidiaries has
acquired or disposed of a significant amount of
assets, otherwise than in the ordinary course of
business, furnish the following information:
(a)
The date and manner of the acquisition or dis
position and a brief description of the assets in
volved, the nature and amount of consideration
given or received therefor, the principle followed in
determining the amount of such consideration, the
identity of the person(s; from whom the assets were

2. The term “ acq u isition ” includes every purchase,
acquisition by lease, exchange, merger, con solid ation ,
su ccession or other acquisition; provided, that such term
does not include the construction or developm ent o f
property by or for the bank or its subsidiaries or the
acquisition o f m aterials for such purpose. The term “ dis
p osition ” includes every sale, disp osition by lease, ex
change. merger, con solid ation , m ortgage, or hypotheca
tion o f assets, assignm ent, whether for the benefit o f
creditors or otherw ise, abandonm ent, destruction, or
other disposition.

4. A n acquisition or disposition shall be deem ed to
involve a significant am ount o f assets (i) if the bank’s and
its other subsidiaries’ equity in the net b ook value o f such
assets or the am ount paid or received therefor upon such
acquisition or disp osition exceeded 10 percent o f the
total equuy capital o f the bank and its consolidated sub
sidiaries, (ii) if it involved the succession to or disposition
o f a business w hich w ould meet the test o f a significant
subsidiary, or (iii) if it involved the acquisition or disposi
tion o f an interest in a business w hich w ould meet the test
o f a significant subsidiary and w ould be required to be
accou nted for by the equity m ethod.
5. W here assets are acquired or disp osed o f through
the acquisition or d isp osition o f control o f a person, the
person from w hom such control was acquired or to w hom
it was disposed o f shall be deem ed the person from w hom
the assets were acquired or to w hom they were disposed
of. for the purposes o f this item. W here such control was
acquired from or disposed o f to not more than five per
sons, their nam es shail be given; otherw ise it will suffice
to identify in an appropriate manner the class o f such
persons.

(CURRENT REPORT) FORM F-3

REGULATION F

6.
Attention is directed to the requirements in Item 6 accountant’s satisfaction and these not resolved to
of the form with respect to the hling of financial state
the former accountant’s satisfaction. Disagreements
ments for businesses acquired and to the filing of copies
contemplated by this ruie are those which occur at
of the plans of acquisition or disposition as exhibits to
the decisionmaking level; i.e., between personnel of
the report.
the bank responsible for presentation of its financial
Item 3. Bankruptcy or receivership. If a receiver,
statements and personnel of the accounting firm
fiscal agent or similar officer has been appointed for
responsible for rendering its report.
a bank or its parent, in a proceeding under the
(c) State whether the principal accountant’s report
Bankruptcy Act or in any other proceeding under
on the financial statements for any of the past two
State or Federal law in which a court or govemmen- ’
years contained an adverse opinion or a disclaimer
tai agency has assumed jurisdiction over substan
of opinion or was qualified as to uncertainty, audit
tially all of the assets or business of the 3ank or its
scope, or accounting principles; also describe the
parent, or if such jurisdiction has been assumed by
nature of each such adverse opinion, disclaimer of
leaving the existing directors and officers in posses
opinion or qualification.
sion but subject to the supervision and orders of a
court or governmental body, identify the proceeding,
(d) The bank shall request the former accountant
the court or governmental body, the date jurisdic
to furnish the bank 'with a letter addressed to the
tion was assumed, the identity of the receiver,
Board stating whether he agrees with the statements
fiscal agent or similar officer and the date of his
made by the bank in response to this item and, if not,
appointment.
stating the respects in which he does not agree. Tne
bank shall file a copy of the former accountant’s
Item 4. Changes in bank’s accountant. If an inde
letter as an exhibit with ail copies of the Form F-3
pendent accountant who was previously engaged as
required to be filed pursuant to General Instruc
the principal accountant to audit the bank’s financial
tion F.
statements resigns (or indicates he declines to stand
for re-election after the completion of the current
(e) State whether the decision to change accoun
audit) or is dismissed as the bank’s principal account
tants was recommended or approved by:
ant, or another independent accountant is engaged
(1) Any audit or similar committee of the Board
as principal accountant, or if an independent ac
of Directors, if the bank has such a committee: or
countant on whom the principal accountant ex
(2) The Board of Directors, if the bank has no
pressed reliance in his report regarding a significant
such committee.
subsidiary resigns (or formally indicates he declines
Item 5. Resignations of hank's directors
to stand for re-eiection alter the completion of the
(a) If a director has resigned or declined to stand
current audit) or is dismissed or another independent
for re-eiection to the Board of Directors since the
accountant is engaged to audit that subsidiary:
date of the last annual meeting of shareholders be
(a) State the date of such resignation (or declina
cause of a disagreement with the bank on any mat
tion to stand for re-election), dismissal or engage
ter relating to the bank's operations, policies or
ment.
practices, and if the director has furnished the bank
with a letter describing such disagreement and re
(b) State whether in connection with the audits
questing that the matter be disclosed, the bank snail
of the two most recent fiscal years and any subse
state the date of such resignation or declination to
quent interim period preceding such resignation,
stand for re-eiection and summarize the director's
dismissal or engagement there were any disagree
description of the disagreement.
ments with the former accountant on any matter of
(b) If the bank believes that the description pro
accounting principles or practices, financial state
vided by the director is incorrect or incomplete, it
ment disclosure or auditing scope or procedure,
may include a brief statement presenting its views
which disagreements if not resolved to the satisfac
of the disagreement.
tion of the former accountant wouid have caused
ic)
The bank shail rile a copy of the director's
him to make reference in connection with his report
letter as an exhibit with ail copies of this Form Fto the subject matter of the disagreement!s); aiso,
describe each such disagreement. Tne disagreements
required to be reported in response to the preceding
Item 6. O th e r m aterially im p o rtan t events.
sentence include both those resolved to the former
The bank may. at its option, report under this item

.a.

FORM F-3 (CURRENT REPORT)
any events, with respect to which informtion is not
otherwise called for by this form, which the bunk
deems of maternal importance to security holders.

Item 7. Financial statements and exhibits. List
below the financial statements and exhibits, if any.
filed as a part of this report.
(a) Financial statements of business acquired.
Instructions. 1. B usinesses for w h ich S tatem en ts are
R equired.
T he financial statem en ts specified b eicw shall be filed
for any business the su ccession to w hich or the acq u isition
o f an interest in w hich is required to be described in
answer to Item 2 above.
2. S tatem en ts Required.
ai There shall be filed a balance sheet o f the business
as o f a date reasonably close to the date o f acquisition.
T his balance sheet snail be verified if practical.
b) Incom e and source and app lication o f funds state
m ents o f the business shall be filed for each o f the last
three full fiscal years and for the period, if any, betw een
the close o f the latest o f such fiscal years and the date o f
the latest balance sheet filed. T hese in com e and source
and app lication o f funds statem ents shail be verified up
to the date o f the verified balance sheet, if p r a c tic a l
c: If the business was in in solven cy proceedings
im m ediately prior to its a cq u isition , the balan ce sheets
required ab ove need not be verified. In such case, the
incom e and source and app lication o f funds statem en ts
required shail be verified to the ciose o f the latest full
fiscal year, if p r a c tic a l
idi Except as otherw ise provided in this instruction,
the principles ap p iicaole to a registrant and its subsidiaries
w ith respect to the filing o f m civiau ai. co n so lid a ted and
group statem en ts 'in an original ap p lication or annuai
report shall be applicable to the statem en ts required by
this instruction.
3. A p p lication o f $ 206.7.
Section 206.7 governs the exam in ation and the form
and content o f the statem ents required oy the preceding
instruction, including the basis o f con so lid a tio n , ana
prescribes tne statem ents o f other stockh old ers' equity to
be riiea. N o su pp orting schedules need be filed. A m an
ually signed a cco u n ta n t’s report sh ould be provided.
4. F iling o f O ther F in ancial Inform ation in C ertain
Cases.
The Board, upon the written request o f the bank ana
where con sisten t with the protection o f investors, may
permit tne om ission o f one or m ore o f tne financial state
m ents nerein required or the filing in su b stitu tion therefor
o f appropriate statem en ts o f com parable character, if the
required financial statem ents are not reasonably availaole
to the ban*, cecau se the ob tain in g th ereof w ou ld involve
unreasonable effort, exp en se or practicaole difficulties. A
request for sucn relief snail oe riled as a part o f the report.
If an exten sion o f tim e has 'een granted pursuant to
; 2 0 6 .4 .r o f R egu lation F 12 C F R 206.4 r . a request
for relief shall be filed as a part o f an am endm ent to tne
initial report w itm n tne ad d ition al tim e proviaea under
saia ruie. T he request snail set fortn the follow in g in
form ation:

REGULATION F
ai The reasom s) for the unavailability o f the audited
financial statem ents:
bi The estim ated costs o f their preparation:
ic; A n exp lan ation o f any otner practical auditing
problem s and:
d) A tabular presentation o f the follow in g item s o f
inform ation , com parin g the acquired busm essies* with
the bank on a con so lid a ted basis exclud in g the acquired
business!es>i: ij : O perating incom e; ’2, net incom e:
3' total assets: 4) total stock h old er equity: and 5i total
purchase price com pared to total equity capital o f bank.
The Board m ay also be inform al written notice require
the filing o f other financial statem en ts in add ition to. or
in su bstitu tion for. the statem en ts herein required in any
caae where iu ch statem ents are necessary or appropriate
for an aaeq u ate presentation o f the financial con d ition o f
any person w h ose financial statem ents are required, or
w h ose statem en ts are otherw ise necessary for tne protec
tion o f investors.

(b)
Exhibits. Subject to the rules as to meorportion by reference, the following documents ''hail be
filed as exhibits to this report.
1. Copies of any pian of acquisition or disposi
tion described in answer to Item 2. including any
plan of reorganization, readjustm ent, exchange,
merger, consolidation or succession in connection
therewith.
2. Letters from directors furnished pursuant to
Item 5.

SIGNATURES
P u r su a n t to th e r e q u ir e m e n ts o f th e S e c u r itie s E x
c h a n g e A c t o f 1934. th e r eg istr a n t h a s d u ly c a u se d
th is r ep o rt to be sig n e d o n its b e h a if b y th e u n d e r
sig n e d th e r e u n to d u ly a u th o r iz e d .

Date

^ R egistran t)

, S ig n a tu r e )

T y p e d n a m e o f sig n in g
officer)

Title of signing officer

—

REGULATION F
FINANCLAL STATEMENTS
OF BUSINESS ACQUIRED
1. Business for which statements are required. The
financial statements specified ceiow shail be filed
for any business the acquisition of which by the
bank or any of its majority-owned subsidiaries is
required to be described in answer to Item 2 above.
2. Statements required, (a) There shail be filed
a balance sheet of the business as of a date reason
ably close to the date of acquisition. The balance
sheet need not be verified but if it is not verified there
shail also be filed a verified balance sheet as of the
close of the preceding fiscai year.
,b'i 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 dose of
the latest of such fiscal years and the date of the
latest balance sheet filed. Tnese statements of income
shall be verified up to the date of the verified balance
sheet.
;c) If the business was in insolvency proceedings
immediately prior to its acquisition, the balance
sheets required above need not be verified. In such
case, the statements of income required shall be
verified to the close of the 'latest full fiscai year.
\d) No supporting schedules need be filed.
(e)
Except as otherwise provided in this instruc
tion. the principles applicable to a registrant and its
subsidiaries with respect to the filing of individual,
consolidated and group statements in an original
application or annual report snail be applicable to
the statements required by this instruction.
3. Filing of other statements in certain cases. The
Board may, upon the informal written request of
the bank, and where consistent wnth the protection
of investors, permit the omission of one or more of
the statements herein required or the filing in sub
stitution therefor of appropriate statements of com
parable character. Tne Board may aiso by informal

—

(CURRENT REPORT) FORM F-3
written notice 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 pre
sentation of the financial condition of any person for
which financial statements are required, or whose
statements are otherwise necessary for the protection
of investors.

EXHIBITS
Subject to provisions as to incorporation by ref
erence, the following documents shail be filed as
exhibits to this report:
1. Copies of any contract, plan, or arrangement
for any acquisition or disposition described in answer
to Item 2, including any plan of reorganization,
readjustment, exchange, merger, consolidation, or
succession in connection therewith.
2. Copies of any judgment or any document set
ting forth the terms of any settlement described in
answer to Item 3.
3. Copies of the amendments to ail constituent
instruments and otner documents described in
answer to Item A
4. Copies of all constituent instruments defining
the rights of the holders of any new class of securities
referred to in answer to Item 6.
5. Copies of the pian pursuant to which the op
tions referred to in answer to Item 8 were granted,
or if there is no such pian, specimen copies of the
options.
6. Copies of any material amendments to the
bank’s charter or by-laws, not otherwise required to
be filed.
7. Letters from the registrant and the independent
accountants furnished pursuant to Item 12.
3.
Copies of any letters furnished pursuant to
Item 10.

Revised December 31. 1979

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F -4
QUARTERLY REPORT
PART A—SUMMARIZED STATEMENT OF INCOME
(Name of bank)
(City and State)
3 months
ending_________

Fiscal year to date
(___months ending______)

iicni
19
(current year)
1. Operating income:
(a) Interest and fees on loans
(b) Interest on balances with banks
(c) Interest and dividends on securities
U.S. Treasury securities
Obligations of other U.S. Government
agencies and corporations
Obligations of States and political
subdivisions
Other securities
(d) Other operating income
(e) Total operating income
2. Operating expenses:
(a) Salaries and employee benefits
(b) Interest expense
(c) Provision for loan losses
(d) Other operating expenses
(e) Total operating expenses
3. Income before income taxes and
securities gains (losses)
4. Applicable income taxes
5. Income before securities gains (losses)
6. Net securities gains (losses),
less related tax effect
7. Net income
Earnings per common share:
Income before securities gains (losses)
Net income
Cash dividends declared per common share

19___
(prior year)

19
(current year)

19
(prior year)

PART B. BALANCE SH EET
Furnish, insofar as practicable in the manner presented below, data as of the end of the latest fiscal quarter
and for the end of the corresponding quarter for the preceding fiscal year.
As of____ 19_____
(current year)

Item

As of____ 19_____1
(prior year)

Assets
1.
2.

3.
4.
5.

6.
7.
8.
9.
10.
11.
12.

Cash and due from banks
Investment securities:
(a) U.S. Treasury securities
(b) Obligations of other U.S. Government
agencies and corporations
(c) Obligations of States and
political subdivisions
(d) Other securities
Trading account securities
Federal funds sold and securities purchased
under agreements to resell
Loans
Less: reserve for possible loan losses
Loans, net
Direct lease financing
Bank premise and equipment
Real estate owned other than bank premises
Investment in unconsolidated subsidiaries
and associated companies
Customers’ acceptance liability
Other assets
Totai assets
Liabilities and Capital

13.

14.
15.
16.
17.
18.
19.
20.
21.

22.
23.

Deposits:
(a) Demand deposits in domestic offices
(b) Savings deposits in domestic offices
(c) Time deposits in domestic offices
(d) Deposits in foreign offices
Federal funds purchased and securities sold
under agreements to repurchase
Other liabilities for borrowed money
Bank’s acceptance outstanding
Mortgage indebtedness
Other liabilities
Total liabilities (excluding subordinated
notes and debentures)
Subordinated notes and debentures
Equity capital:
(a) Capital stock: Common stock
Preferred stock
(b) Surplus
(c) Undivided profits
(d) Reserve for contingencies and other
capital reserves
Total equity capital
Total liabilities and equity capital
(Items 19, 20, and 22)

1Disclosure of comparative balance sheet data shall not be required for interim periods beginning prior to effective date of
this amendment.

PART C. CHANGES IN FINANCIAL POSITION
Fiscal year to date 1
(____ months ending________)
19___
19____
(current year)
(prior year)

Item
Source of Funds
Operations:
Net Income
Charges to Income not affecting Funds:
Total Funds provided by Operations
Equity Funds—Sale Proceeds
Subordinated Notes and Debentures—
Sale Proceeds
Increase (Decrease) in Liabilities: 2

___________

Total
Applications of Funds
Payment of Dividends
Purchase of Property and Equipment
Increase (Decrease) in Assets: 2
Total
1Disclosure of comparative source and application of funds data shall not be required for interim periods beginning prior to
effective date of this amendment.
: Sources and applications of funds items shall be shown separately by amounts when they exceed 5 per cent of the average
of total funds provided during the respective reported periods.

Pursuant to the requirements of the Securities Exchange Act of 1934, the bank has duly caused this
quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

Name of bank
Date

By.
Name and title of signing officer

PART D. OTHER INFORMATION
Instruction. The Report shall contain the item
numbers and captions of all applicable items of
Part D, but the text of such items may be omitted:
Provided, The responses clearly indicate the coverage
of the item. Any item which is inapplicable or to
which the answer is negative may be omitted and
no reference thereto need be made in the report. If

substantially the same information has been pre
viously reported by the registrant, an additional
report of the information on this form need not be
made. The term “previously reported” is defined in
§ 206.2(v) of Regulation F.
Item 1. Legal proceedings, (a) Briefly describe
any material legal proceedings, other than ordinary
routine litigation incidental to the business, to which
the bank or any of its subsidiaries has become a

REGULATION F

FORM F -4 (QUARTERLY REPORT)
party or of which any of their property has become
the subject. Include the name of the court or agency
in which the proceedings are pending, the date in
stituted, the principal parties thereto, a description
of the factual basis alleged to underlie the proceed
ings and the relief sought.
(b)
If any such proceeding previously reported has
been terminated, identify the proceeding, give the
date of termination and describe the disposition
thereof with respect to the bank and its subsidiaries.
Instructions. 1. N o inform ation need be given with re
spect to any proceeding which involves primarily a claim
for damages if the am ount involved, exclusive o f interest
and costs, does not exceed 10 per cent o f the equity capital
accounts o f the bank. H owever, if any proceeding presents
in large degree the sam e issues as other proceedings pend
ing or known to be contem plated, the am ount involved
in such other proceedings shall be included in com puting
such percentage.
2. N otw ithstanding the foregoing instructions, any
bankruptcy, receivership or similar proceeding with
respect to the bank or any o f its significant subsidiaries
shail be described. Any proceeding to which any director,
officer or affiliate o f the bank, any principal holder o f
equity securities o f the bank or any associate o f any such
director, officer or security holder, is a party adverse to
the bank or any o f its subsidiaries shail also be described.
3. N otw ithstanding the foregoing, adm inistrative or
judicial proceedings arising under any Federal. State or
local provisions regulating the discharge o f materials into
the environm ent or otherwise relating to the protection
o f the environm ent shall not be deemed “ ordinary routine
litigation incidental to the business” and shall be de
scribed if such proceeding is material to the business or
financial condition o f the bank or if it involves primarily a
claim for dam ages and the am ount involved, exclusive o f
interest and costs, exceeds 10 per cent o f the equity capital
o f the bank and its subsidiaries on a consolidated basis.
Any such proceedings by governm ental authorities shail
be deemed material and shall be described whether or
not the am ount o f any claim for damages involved exceeds
10 per cent o f equity capital on a consolidated basis and
whether or not such proceedings are considered “ or
dinary routine litigation incidental to the business” ;
P r o v id e d , h o w e v e r , That such proceedings which are
similar in nature may be grouped and described gener
ally stated: the number o f such proceedings in each
group; a generic description o f such proceedings; the
issues generally involved; and, if such proceedings in the
aggregate are material to the business or financial con
dition o f the bank, the effect o f such proceedings on the
business or financial condition o f the bank.

Instruction. Lim itations upon the payment o f dividends
are to be reported hereunder.

Item 3. Changes in security for registered securities.
If there has been a material withdrawal or substitu
tion of assets securing any class of registered securi
ties of the bank furnish the following information:
(a) Give the title of the securities.
(b) Identify and describe briefly the assets in
volved in the withdrawal or substitution.
(c) Indicate the provision in the underlying in
denture, if any, authorizing the withdrawal or sub
stitution.
Instruction. This item need not be answered where
the withdrawal or substitution is made pursuant to the
terms o f an indenture which has been qualified under the
Trust Indenture A ct o f 1939.

Item 4. Defaults upon senior securities, (a) If there
has been any material default in the payment of
principal, interest, a sinking or purchase fund in
stalment, or any other material default not cured
within 30 days, with respect to any indebtedness of
the bank or any of its significant subsidiaries exceed
ing 5 per cent of the equity capital of the bank, iden
tify the indebtedness and state the nature of the de
fault. In the case of such a default in the payment of
principal, interest, or a sinking or purchase fund
instalment, 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 becom e defaults under the governing instruments,
i.e., after the expiration o f any period o f grace and com
pliance 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

Item 2. Changes in securities, (a) If the constituent
instruments defining the rights of the holders of any
class of registered securities have been materially
modified, give the title of the class of securities in
volved and state briefly the general effect of such
modification upon the rights of holders of such
securities.
4

(b)
If the rights evidenced by any class of regis
tered securities have been materially limited or quali
fied by the issuance or modification of any other class
of securities, state briefly the general effect to the issu
ance or modification of such other class of securities
upon the rights of the holders of the registered
securities.

REGULATION F
the amount and the total arrearage on the date of
filing this report.
Instruction. Item 4 need not be answered as to any
default or arrearage with respect to any class o f securities
all o f which is held by, or for the account of, the bank or
its totally heid subsidiaries.

Item 5. Increase in amount outstanding of secu
rities. If the amount outstanding of securities of the
bank has been increased through the issuance of
any new class of securities or through the issuance or
reissuance of any additional securities of a class out
standing, and the aggregate amount of all such in
creases not previously reported exceeds 5 per cent of
the outstanding securities of the class, furnish the
following information:
(a) Title of class, the amount outstanding as last
previously reported, and the amount presently out
standing (as of a specified date);
(b) A brief description of the transaction(s) re
sulting in the increase and a statement of the aggre
gate 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;
(d) A reasonable itemi2 ed statement of the pur
poses so far as determinable, for which the net pro
ceeds have been or are to be used and the approxi
mate amount used or to be used for each such
purpose;
(e) If the securities were capital shares, a state
ment of the amount of the proceeds credited or to be
credited to any account other than the appropriate
capital share account.
Instructions. 1. This item does not apply to notes,
drafts, bills o f exchange, bankers’ acceptances or other
obligations which mature not later than 1 year from the
date o f issuance. N o report need be made where the
am ount not previously reported, although in excess o f
5 per cent o f the am ount outstanding, does not exceed
1,000 shares or other units.

FORM F -4 (QUARTERLY REPORT)
(a) Title of the class, the amount outstanding as
last previously reported, and the amount currently
outstanding (as of a specified date).
(b) A brief description of the transaction(s) in
volving the decrease and a statement of the aggre
gate amount of cash or the nature and aggregate
amount of any other consideration paid or to be
paid by the bank in connection with such transaction
or transactions.
Instruction. Instruction 1 to Item 5 shall also apply
to this item. This item need not be answered as to de
creases resulting from ordinary sinking fund operations,
similar periodic decreases made pursuant to the terms o f
the constituent instruments, or decreases resulting from
the conversion o f securities.

Item 7. Submission of matters to a vote of security
holders. If any matter has been submitted to a vote
of security holders, through the solicitation of
proxies or otherwise, furnish the following informa
tion:
(a) The date of the meeting and whether it was an
annual or special meeting.
(b) If the meeting involved the election of direc
tors, state the name of each director elected at the
meeting and the name of each other director whose
term of office as a director continued 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.
(d) Describe the terms of any settlement between
the bank and any other participant (as defined in §
206.5(i)) terminating any solicitation subject to §
206.5(i) including the cost or anticipated cost to the
bank.

Instructions. 1. If any matter has been subm itted to a
vote o f security holders otherwise than at a m eeting o f
such security holders, corresponding inform ation with
respect to such subm ission shall be furnished. The solicita
tion o f any authorization or consent (other than a proxy
to vote at a stockholders’ meeting) with respect to any
matter shall be deemed a subm ission o f such matter to a
2.
This item includes the reissuance o f Treasury securi
vote o f security holders within the m eaning o f this item.
ties and securities heid for the account o f the issuer
2. Paragraph (a) need be answered only if paragraph
thereof.
(b) or (c) is required to be answered.
Item 6. Decrease in amount outstanding of securi
3. Paragraph (b) need not be answered if (i) proxies
ties. If the amount outstanding of any class of secu
for the meeting were solicited pursuant to § 206.5 o f
Regulation F under the A ct, (ii) there was no solicitation
rities of the bank has been decreased through one or
in opposition to the m anagem ent’s nom inees as listed in
more transactions and the aggregate amount of all
the proxy statement, and (iii) all o f such nom inees were
such decreases not previously reported exceeds 5
elected. If the bank did not solicit proxies and the board
per cent of the amount of securities of the class pre
o f directors as previously reported to the Board was re
viously outstanding, furnish the following informa
elected in its entirety, a statement to that effect in answer
to paragraph (b) will suffice as an answer thereto.
tion:

FORM F -4 (QUARTERLY REPORT)

REGULATION F

4. Paragraph (cj need not be answered as to procedural
matters or as to the selection or approval of auditors.
5. If the registrant has published a report containing
ail of the information called for by this item, the item
may be answered by a reference to the information con
tained in such report, provided copies of such report
are tiled as an exhibit to the report on this form.
6. If the bank has furnished to its security holders
proxy soliciting material containing the information called
for by paragraph (d). the paragraph may be answered by
reference to the information contained in such matenal.
Item 8. Other materially important events. The
registrant may, at its option, report under this item
any events, not previously reported in a report on
Form F-3, with respect to which information is not
otherwise called for by this form but which the regis
trant deems of material importance to security
holders.

Item 9. Exhibits and reports on Form F-3 (12
CFR 206,43). (a) Exhibits. List below the docu
ments, if any, filed as a part of this report. Subject to
the rules as to incorporation by reference, the fol
lowing documents shall be filed as exhibits:
1. Copies of the amendments to all constituent
instruments and other documents described in
answer to Item 2.
2. Copies of all constituent instruments defining
the rights of the holders of any new class of securi
ties referred to in answer to Item 5.
3. Copies of the text of any proposal described in
answer to Item 7.
4. Copies of any published report furnished in
response to Item 7. (See Item 7, Instruction 5.)
5. Copies of any matenal amendment to the
bank’s charter or by-laws not otherwise required to
be filed.
(b)
Reports on Form F-3. State whether any
reports on Form F-3 have been filed during the
quarter for which this report is filed, listing the items
reported, any financial statements filed, and the
dates of any such reports.

GENERAL INSTRUCTIONS
(a)
Use of Form F-4. (1) Form F-4 is a guide for
use in preparation of quarterly reports to be filed
with the Board. (21 The interim report shall be filed
not later than 45 days after the end of each of the
first three fiscal quarters of each fiscal year. No repon need be filed for the fourth quarter of any fiscal
year.
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 con
solidated 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 financial state
ment presentation. The information is not required
to be audited (see § 206.7fb1 of this Part). The report
may carry a notation to that effect and any other
qualification considered necessary or appropriate.
Amounts may be stated in thousands of dollars if a
notation to that effect is made.
(d) Incorporation by reference to published state
ments. If the bank makes available to its stockholders
or otherwise issues or publishes, within the period
prescribed for fiiing the report, a financial statement
containing the information required by this form,
such information may be incorporated by reference
to such published statement if copies thereof are
filed as an exhibit to this report.
(el Extraordinary items and cumulative effects
of changes in accounting principles. If present with
respect to any interim period reported herein, extra
ordinary items and cumulative effects of any changes
in accounting principles less applicable income tax
effect shall be appropriately segregated and included
in the determination of net income. i^See Form F-9B,
Statement of Income.)
(0 Acquisitions. (1) If the bank has entered into a
business combination with another bank or other re
lated business treated for accounting purposes as a
pooling of interests, the results of operations re
ported in this report—for both the current >ear and
the preceding year—should reflect the combined
results of the pooled entities. Disclosure of the
separate results of the combined entities for periods
prior to the combination should be given in a foot
note with appropriate explanation. (2) In case the
bank has acquired a significant amount of assets in a
transaction treated for accounting purposes as a
purchase, during any of the periods covered by the
report, the effect thereof on revenue and net income,
in total and per share, should be disclosed in a
footnote.

(g) Management’s analysis of Quarterly Income
Statements. The bank shall provide a narrative analy
sis of the results of operations explaining the reasons
for material changes in the amount of revenue and

REGULATION F
expense items between the most recent quarter and
the quarter immediately preceding it, between the
most recent quarter and the same calendar quarter
in the preceding year, and, if applicable, between the
current year to date and the same calendar period in
the preceding year. Explanations of material changes
should include, but not be limited to, changes in the
various elements which determine revenue and ex
pense levels. In addition, the analysis should include
an explanation of the effect of any changes in
accounting principles and practices or in the methods
of their application that have a material effect on net
income as reported.
(h) Other financial information. The bank may
furnish any additional information related to the
periods being reported on which, in the opinion
of management, is of significance to investors, such

FORM F -4 (QUARTERLY REPORT)
as the seasonality of the bank’s business, major un
certainties currently facing the bank, significant
accounting changes 'under consideration and the
dollar amount of standby letters of credit. In addition,
the bank shall indicate whether any Form F-3 was
required to be filed reporting any material unusual
charges or credits to income during the most re
cently completed fiscal quarter or whether any
Form F-3 was required to be filed during that period
reporting a change in independent accountants.
(i)
The financial information to be included in
this report should be prepared in conformity with
the accounting principles and practices reflected
in the financial statements included in the annual
report filed with the Board for the preceding fiscal
year, except for any subsequent regulatory revisions
and changes required to be reported by § 206.7(c)(5)
of this Pan.

Revised December 31, 1979

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F -5
PROXY STATEMENT; STATEMENT WHERE MANAGEMENT DOES
NOT SOLICIT PROXIES
GENERAL INSTRUCTIONS
Each Statement required under § 206.5(a) of
this Part shall, to the extent applicable, include
the information called for under each of the items
below. In the preparation of the Statement, par
ticular attention should be given to the definitions
in § 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 Statement. Its purpose
is solely to prescribe the information required to be
set forth in the Statement; any additional informa
tion that management or the soliciting persons deem
appropriate may be included.
Except as otherwise specifically provided, where
any item calls for information for a specified period
in regard to directors, officers or other persons hold
ing specified positions or relationships, the informa
tion shall be given in regard to any person who held
any of the specified positions or relationships at any
time during the period. However, information need
not be included for any portion of the period during
which such person did not hold any such position or
relationship provided a statement to that effect is
made.
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 exer
cised is limited or is subject to compliance with any
formal procedure, briefly describe such limitation or
procedure.

Item 2. Dissenters’ rights of appraisal. Outline
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.
Instructions. Indicate whether a security holder's failure

to vote against a proposal will constitute a waiver o f his
appraisal or similar rights and whether a vote against a
proposal will be deemed to satisfy any notice require
ments under State law with respect to appraisal rights.
If the State law is unclear, state what position will be
taken in regard to those matters.

Item 3. Persons making the solicitation, (a) Solici
tations not subject to § 206.5(i).
(1) If the solicitation is made by the management
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 otherwise
than by the use of the mails, describe the methods
to be employed. If the solicitation is to be made
by specially engaged employees or paid solicitors,
state (i) the material features of any contract or
arrangement for such solicitation and identify the
parties, and (ii) the cost or anticipated cost thereof.
(4) State the names of the persons by whom the
cost of solicitations has been or will be borne,
directly or indirectly.
(b) Solicitation subject to § 206.5(0.
(1) State by whom the solicitation is made and
describe the methods employed and to be employed.
(2) If regular employees of the bank or any other
participants in a solicitation have been or are to be
employed to solicit security holders, describe the
class or classes of employees to be so employed, and
the manner and nature of their employment for such
purpose.
(3) If specially engaged employees, representa
tives, or other persons have been or are to be em
ployed to solicit security holders, state (i) the ma
terial features of any contract or arrangement for
such solicitation and identify the parties, (ii) the cost
or anticipated cost thereof, and (iiij the approximate

FORM F -5 (PROXY STATEMENT)
number of 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 further
ance of, or in connection with, the solicitation of
security holders.
(5) State by whom the cost of the solicitation
will be bome initially by any person other than
the bank, state whether reimbursement will be sought
from the bank, and, if so, whether the question of
such reimbursement will be submitted to a vote of
security holders.
(6) If any such solicitation is terminated pursuant
to a settlement between the bank and any other par
ticipant in such solicitation, describe the terms of
such settlement, including the cost or anticipated
cost thereof to the bank.

R EG U LA TO N F

(3) Each nominee for election as a director of the
bank.
(4) Each associate of the foregoing persons.
Instruction. Except in the case of a solicitation subject
to § 206.5 of this Pan made in opposition to another
solicitation subject to § 206.5 of this Pan. this sub-item
(a) shall not apply to any interest arising from the owner
ship of securities of the bank where the security holder
receives no extra or special benefit not shared on a pro
rata basis by all other holders of the same class.
(b) Solicitations subject to § 2Q6.5(i).
(1) Describe briefly any substantial interest, direct
or indirect, by security holdings or otherwise, of each
participant, as defined in § 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 participant
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.
Instructions 1. With respect to solicitations subject to
(2) With respect to any person named in answer
§ 206.5(i). costs and expenditures within the meaning of
to Item 6(b), describe any substantial interest, direct
this Item 3 shall include fees for attorneys, accountants,
or indirect, by security holdings or otherwise, that
public relations or financial advisors, solicitors, advertis
he has in any matter to be acted upon at the meeting,
ing. printing, transportation, litigation, and other costs in
and furnish the information called for by Item 4 ^b)
cidental to the solicitation, except that the bank may ex
clude the amounts of such costs represented by the
and (c) of Form F-6.
amount normally expended for a solicitation for an elec
Item 5. Voting securities and principal holders
tion of directors in the absence of a contest, and costs
thereof, (a) State, as to each class of voting securi
represented by salaries and wages of regular employees
and officers, provided a statement to that effect is in
ties of the bank entitled to be voted at the meeting,
cluded in the proxy statement.
the number of shares outstanding and the number of
2.
The information required pursuant to paragraph
votes to which each class is entitled.
(b)(6) of this Item should be included in any amended or
(b) Give the date as of which the record of security
revised proxy statement or other soliciting material relat
ing to the same meeting or subject matter furnished to
holders entitled to vote at the meeting will be deter
security holders by the bank subsequent to the date of
mined. If the right to vote is not limited to security
settlement.
holders of record on that date, indicate the condi
Item 4. Interest of certain persons in matters to be
tions under which other security holders may be
acted upon, (a) Solicitations not subject to § 206.5(i).
entitled to vote.
Describe briefly any substantial interest, direct or
(c) If action is to be taken with respect to the elec
indirect, by security holdings or otherwise, of each
tion of directors and if the persons solicited have
of the following persons in any matter to be acted
cumulative voting rights, make a statement that they*
upon, other than elections to office:
have such rights and state briefly the conditions
(1) If the solicitation is made on behalf of man
precedent to the exercise thereof.
agement, each person who has been a director or
(d) Security ownership o f certain beneficial own
officer of the bank at any time since the beginning
ers. Furnish the following information as of the
of the last fiscal year.
most recent practicable date in substantially the
(2) If the solicitation is made otherwise than on
tabular form indicated, with respect to any person
behalf of management, each person on whose behalf
(including any "group" as the term is used in Sec
the solicitation is made. Any person who would be a
tion 13(d)(3) of the Securities Exchange Act of
participant in a solicitation for purposes of § 206.5(i),
1934) who is known to the bank to be the benefi
as denned in subparagraph 2(i)(c), ,d), (e), and (f)
cial owner of more than five per cent of any class
thereof, shail be deemed a person on whose behalf
of the bank's securities. Show in Column (3) the
the solicitation is made for purposes of this para
total number of shares beneficially owned and in
graph (a).
Column (4) the percent of class so owned. Of the

REGULATION F

FORM F-5 (PROXY STATEMENT)
quire control of the bank was a loan made by a
bank as defined by section 3(a)(6) of the Act indi
cate whether there exists any agreement, arrange
ment or understanding pursuant to which the bank
maintains or would maintain a correspondent de
posit account at such lending bank.

number of shares shown in Column (3). indicate by
footnote or otherwise the amount of shares with re
spect to which such listed beneficial owner has the
right to acquire beneficial ownership, as specified
in § 206.4(h)(5)(iv)(A).
( 1) Title of C lass_______________________ ___
(2) Name and Address of Beneficial O w ner-----(S') Amount of and Nature of Beneficial Own
ership------------------------------------------------- ------ —
(4) Percent of Class----------------------------------—
(e) Security ownership of management. Furnish
the following information, as of the most recent
practicable date in substantially the tabular form in
dicated. as to each class of equity securities of the
bank or any of its parents or subsidiaries, other
than directors qualifying shares, beneficially owned
by all directors and nominees, naming them, and
directors and officers of the bank as a group, with
out naming them. Show in Column (2) the total
number of shares beneficially owned and Column
(3) the per cent of class so owned. Of the number
of shares shown in Column (2), indicate, by foot
note or otherwise the amount of shares with respect
to which such persons have the right to acquire
beneficial ownership as specified in § 206.4(h)
(5)(iv)( A).
(1) Title of C lass----------------------------------------(2) Amount and Nature of Beneficial Ownership
(3) Per cent of C lass________________________

Instructions. 1 . State the term s o f any loans or
pledges obtained by the new control group for the pur
pose o f acquiring control, and the names o f the lenders or
pledgees.
2.
Any arrangements or understandings among m em
bers o f both the former and new control groups and their
associates with respect to the election o f directors and
other matters shouid be described.
(g)
Anticipated change in control. Describe any
arrangements, known to the bank, including any
pledge by any person of securities of the bank or
any of its parents, the operation of which may at a
subsequent date result in a change in control of the
bank. A description is not required of ordinary de
fault provisions contained in any charter, trust
indentures or other governing instruments relating
to securities of the bank.

Instructions to Item 5(d), (e), and ( 0 . I. The percen
tages are to be calculated on the basis o f the amount o f
outstanding securities, excluding securities held by or for
the account o f the bank or its subsidiaries, plus securities
deemed outstanding pursuant to $ 206.4(h)! 5)(iv» A).
2. For the purposes o f this item, beneficial ownership
shall be determined in accordance with § 206.4(h )(5). In
clude such additional subcoiumns or any other appropriate
explanation o f Column (3) necessary to reflect amounts as
to which the beneficial owner has (1) sole voting power.
(2) shared voting power. (3) sole investment power, and
(4) shared investment power.
3. The bank shall be deemed to know the contents of
any statement filed with the Board pursuant to section
13(d) o f the Act. When applicable, a bank may rely upon
information set forth in such statements unless the bank
knows or has reason to beiieve that such information is
not com plete or accurate, or that a statement or amend
ment should have been filed and was not.
4. For purposes o f furnishing information pursuant to
paragraph (d). the bank may indicate the source and date
o f such information.
5. Where more than one beneficial owner is known to
be listed for the same securities, appropriate disclosure
shouid be made to avoid confusion.

(f) Recent change in control. If. to the knowl
edge of the persons on whose behalf the solicitation
is made, a change in control of the bank has occur
red since the beginning of its last fiscal year, state
the name of the person!s) who acquired such con
trol. the amount and the source of the consideration
used by such person!s). the basis of the control, the
date and a description of the transaction! s) which
resulted in the change of control, the percentage of
voting securities of the bank now beneficially own
ed directly or indirectly by the person! s) who ac
quired control, and the identity of the person!s)
from whom control was assumed. If the source of
all or any part of the consideration used is a loan
made in the ordinary course of business by a bank
as defined by Section 3(a)(6) of the Act. the identi
ty of such bank shall be omitted provided a request
for confidentiality has been made pursuant to Sec
tion 13(d)(1)(B) of the Act by the persoms) who
acquired control. In lieu thereof, the material shall
indicate the identity of the bank so omitted and
shall be filed separately with the Board. If the
source of all or any part of the funds used to ac

Item 6. Directors and officers. If action is to be
taken with respect to election of directors, furnish
the following information in tabular form to the ex
tent practicable, with respect to each person nomi
nated for election as a director and each other person
whose term of office as a director will continue af
ter the meeting. However, if the solicitation is
made on behaif of persons other than management..

FORM F -5 (PROXY STATEMENT)

REGULATION F
was appointed by a court for the business or prop
erty of such person, or any partnership in which he
was a general partner at or within two years before
the time of such filing, or any corporation or busi
ness association of which he was an executive
officer at or within two years before the time of
such filing:
(2) Such person was convicted in a criminal pro
ceeding or is a named subject of a pending criminal
proceeding (excluding traffic violations and other
minor offenses):
(3) Such person was the subject of any order,
judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent
jurisdiction permanently or temporarily enjoining
him from, or otherwise limiting the following acti
vities:
(i) Acting as an investment adviser, underwri
ter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment
company, bank, savings and loan association or in
surance company, or engaging in or continuing any
conduct or practice in connection with such acti
vity:
(ii) Engaging in any type of business practice:
or
(iii) Engaging in any activity in connection
with the purchase or sale of any security or in con
nection with any violation of federal or state secur
ities laws.
(4) Such person was the subject of any order,
judgment or decree, not subsequently reversed, sus
pended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in
any activity described in subparagraph (3). above,
or to be associated with persons engaged in any
such activity.
(5) Such person was found by a court of compe
tent jurisdiction in a civil action, or by a govern
ment agency, to have violated any federal or state
securities law. and the judgment in such civil action
or finding by the government agency has not been
subsequently reversed, suspended, or vacated.

the information required need only be furnished as
to nominees of the persons making the solicitation.
(a) Identification o f directors. List all directors
of the bank and all persons nominated or chosen to
become directors. Indicate all positions and offices
with the bank held by each person named. State the
age of the persons named, their terms of office, and
the periods during which each such person has
served. Briefly describe any arrangement or under
standing between each director and any other per
son pursuant to which such director was selected to
serve in that capacity.

Instructions. 1. Do not include any arrangements or
understandings with directors o f the bank acting solely in
their capacities as such.
2. No nominee or person chosen to becom e a director
or who has not consented to act as such should be named
in response to this item. In this regard, see $ 206.5(d).
3. No information need be given respecting any direc
tor whose term o f office as a director will not continue
after the meeting to which the settlement relates.
4. In connection with action to be taken concerning the
election o f directors, if fewer nom inees are named than
the number fixed by or pursuant to the governing instru
ments. state the reasons for this procedure and that the
proxies cannot be voted for a greater number o f persons
than the number o f nom inees named.
(b) Family relationships. State the nature of any
family relationships between any director, officer,
or person nominated or chosen by the bank to be
come a director or officer.

Instruction. The term "fam ily relationships" means
any relauonship by biood. marriage, or adoption, not
more remote than first cousin.
(c) Business experience. ( l) Give a brief account
of the business experience during the past five
years of each director or person nominated or
chosen to become a director, including principal
occupations and employment during that- period,
and the name and principal business of any corpor
ation or other organization in which such occupa
tions and employment were earned on. (2) Indicate
any other directorship held by each director or per
son chosen to become a director in any company
with a class of securities registered pursuant to Sec
tion 12 of the Act.
(d) Involvement in certain legal proceedings.
Describe any of the following events which occur
red during the past five years and which are mate
rial to an evaluation of the ability or integrity of
any director or person chosen or nominated to be
come a director of the bank:
( 1 ) A petition under the Bankruptcy Act or any
state insolvency law was filed by or against such
person, or a receiver, fiscal agent or similar officer

Instructions I . For purposes o f com puting the five
year period referred to in this paragraph, the date of a
reportable event shall be deemed the date on which the
final order, judgment or decree was entered, or the date
on which any rights o f appeal from preliminary orders,
judgments, or decrees have lapsed. With respect to bankruotcy petitions, the computation date shall be the date of
filing for uncontested petitions or the date upon which
approval o f a contested petition became final.
2. if any event specified in this subparagraph 'e ) has

REGULATION F
occurred and information in regard thereto is omitted on
the ground that it is not material, the bank may furnish to
the Board at the time o f tiling, as supplemental informa
tion and not as part o f the statement, materials to which
the om ission relates, a description o f the event, and a
statement o f the reasons for the om ission o f information
in regard thereto.
3. The bank is permitted to explain any mitigating cir
cum stances associated with events reported pursuant to
this paragraph.
4. If the information called for by Item 6<e) is being
presented in a proxy or information statement, no infor
mation need be given respecting any director whose term
in office as director will not continue after the meeting to
which the statement relates.

(e)
Describe any of the following relationships
which exist:
(1) If the nominee or director has during the past
five years had a principal occupation or employ
ment with any of the bank's parents, subsidiaries or
other affiliates:
(2) If the nominee or director is related to an
officer of any of the bank’s parents, subsidiaries or
other affiliates by blood, marriage or adoption (ex
cept relationships more remote than first cousin):

FORM F-5 (PROXY STATEMENT)
1 per cent of such entity’s consolidated gross re
venues for its last full fiscal year:
(vi) In order to determine whether payments
made or proposed to be made exceed l per cent of
the consolidated gross revenues of any entity other
than the bank for such entity's last full fiscal year,
it is appropriate to rely on information provided by
the nominee or director:
(vii) In calculating payments for property and
services the following may be excluded:
(A) Payments where the rates or charges in
volved in the transaction are determined by com
petitive bids, or the transaction involves the render
ing of services as a public utility at rates or charges
fixed in conformity with law or governmental au
thority:
(B) Payments which arise solely from the
ownership of securities of the bank and no extra or
special benefit not shared on a pro rata basis by all
holders of the class of securities is received:
(viii) In calculating indebtedness for purposes
of subparagraph (iii) above, debt securities which
have been publicly offered, admitted to trading on a
national securities exchange, or quoted on the auto
mated quotation system of a registered securities
association may be excluded.
(4) That the nominee or director is a member or
employee of. or is associated with, a law firm
which the bank has retained in the last two full fis
cal years or proposes to retain in the current fiscal
year;
(5) That the nominee or director is a control per
son of the bank (other than solely as a director of
the bank).
(6) In addition, the bank should disclose any
other relationships it is aware of between the direc
tor or nominee and bank or its management which
are substantially similar in nature and scope to
those relationships listed above.

(3) If the nominee or director is. or has within
the last two full fiscal years been, an officer, direc
tor or employee of. or owns, or has within the last
two full fiscal years owned, directly or indirectly,
in excess of 1 per cent equity interest in any firm,
corporation or other business or professional entity:
(i) Which has made payments to the bank or
its subsidiaries for property or services during the
bank's last full fiscal year in excess of 1 per cent of
the bank's consolidated gross revenues for its last
full fiscal year:
di) Which proposes to make payments to the
bank or its subsidiaries for property or services dur
ing the current fiscal year in excess of 1 per cent of
the bank’s consolidated gross revenues for its full
fiscal year:
liii) To which the bank or its subsidiaries were
Note. — in the Board’s view , where significant busi
ness or personal relationships exist between the director
indebted at any time during the bank's fiscal year
or nominee and the bank or its management, inciuding.
in an aggregate amount in excess of l per cent of
but not limited to. those as to which disclosure would be
the bank's total consolidated assets at the end of
required pursuant to item 6tbi. characterization of a direc
such fiscal year or $5.000.000. whichever is less:
tor or nominee by any ■
‘label” connoting a lack of re
(iv)
To which the bank or its subsidaries have lationship to the issuer and its management may be mate
rially misleading.
made payments for property or services during such
(f)
Committees. (1) State whether or not the
entity's last full fiscal year in excess of 1 per cent of
bank has standing audit, nominating and compensa
such entity's gross revenues for its last full fiscal
tion committees of the Board of Directors, or com
year:
lv) To which the bank or its subsidiaries pro
mittees performing similar functions. If the bank
has such committees, however designated, identify
pose to make payments for property or services
during such entitv's current fiscal vear in excess of
each committee member, state the number of com

FORM F -5 (PROXY STATEMENT)

REGULATION F

mittee meetings held by each such committee dur
pate, or (iv) the granting or extension to any such
ing the last fiscal year and describe briefly the
person of any options, warrants or rights to pur
functions performed by such committees.
chase any securities, other than warrants or rights
(2)(a) If the bank has a nominating or similar
issued to security holder, as such, on a pro rata
committee, state whether the committee will con
basis. However, if the solicitation is made on be
sider nominees recommended by shareholders and.
half of persons other than the management, the in
if so;
formation required need be furnished only as to
(b)
Describe the procedures to be followed by nominees for election as directors and as to their
shareholders in submitting such recommendations.
associates.
(g) Director attendance. State the total number
(a)
Current remuneration. Furnish the informa
of meetings of the Board of Directors (including
tion required in the table below, in substantially the
regularly scheduled and special meetings) which
tabular form as specified, concerning all remunera
were held during the last full fiscal year. Name
tion of the following persons and group for services
each incumbent director who during the last full fis
in all capacities to the bank during the bank’s last
fiscal year.
cal year attended fewer than 75 per cent of the
aggregate of (1) the total number of meetings of the
(1) Five officers or directors. Each of the five
board of directors (held during the period for which
most highly compensated officers or directors of the
he has been a director) and (2) the total number of
bank as to whom the total remuneration required to
meetings held by all committees of the board on
be disclosed in Columns Cl and C2. below, would
which he served (during the periods that he served).
exceed S50.000. naming each such person: and
(2) All officers and directors. All officers and
(h) Resignation o f directors. If a director has
resigned or declined to stand for re-election to the
directors of the bank as a group, stating the number
board of directors since the date of the last annual
of persons in the group without naming them.
meeting of shareholders because of a disagreement
(3) Specified Tabular Format
with the bank on any matter relating to the bank's
operations, policies or practices, and if the director
Instructions to Item 7(a). / . C o lu m n s A a n d B . P e r
s o n s s u b je c t to th is ite m , (a) This item applies to any
has furnished the bank with a letter describing such
person who was an officer or director o f the bank at any
disagreement and requesting that the matter be dis
time during the fiscal year. However, information need
closed. the bank shall state the date of resignation
not be given for any portion o f the period during which
or declination to stand for re-election and summa
such person was not an officer or director o f the bank,
rize the director's description of the disagreement.
provided a statement to that effect is made, (b) The term
offtcer is defined in $ 2 0 6 .2(q). (c) For the purposes o f
(i) If the bank believes that the description pro
this item "bank" shall iniude the bank and all its sub
vided by the director is incorrect or incomplete, it
sidiaries.
may include a brief statement presenting its views
2.
C o lu m n C . la) Column C l shail include all cash
of the disagreement.
remuneration distributed or accrued in the form o f salar

Item 7. Remuneration and other transactions
with management and others. Furnish the infor
mation called for by this item if action is to be

ies. fees, directors' fees, com m issions and bonuses.
lb) Column 2 shall include the following: (i) S e c u r itie s
o r p r o p e r t y . Where any o f the specified persons or group
(a) exercises any option, right or similar election in con
nection with any contract, agreement, plan or arrange
ment. or (b) becomes entitled without funner contingen
cies to retain securities or propenv. state the spread be
tween the acquisition price, if any. and the fair market
price o f all securities or propenv acquired under anv con
tract. agreement, plan or arrangement. The fair market
price o f any such securities or propenv shail be deter-

taken with respect to (i) the election of directors,
(ii) any bonus, profit sharing or other remuneration
plan, contract or arrangement in which any direc
tor. nominee for election as a director, or officer of
the bank will participate, (iii) any pension or retire
ment plan in which any such person will partici

Remuneration table

(A)

(B)

iC)

Name o f individual
or number of
persons in group

Capacities in
which served

Cash and cash-equivalent forms o f remuneration

Aggregate o f contingent

----------------------------------------------------------------------------

forms o f remuneration

(Cl)

»D
>
<C2)

Salanes. fees, directors Securities or property
fees, com m issions.
insurance benefits or
and bonuses
reimbursement, personal
_________________ ______________ benefits
___________________________

REGULATION F

(PROXY STATEMENT) FORM F -5

mined as o f the date during the fiscal year that either of
the events in la) or lb) o f this paragraph occurs, or if
both events are contemplated, the date o f the latter event.
iii) P e r s o n a I b e n e f its . (A ) The value o f personal
benefits which are not directly related to job performance,
which are furnished by the bank directly or through third
parties to each o f the specified persons and group, or ben
efits furnished by the bank to other persons which in
directly benefit the specified persons. Such personal ben
efits shall include the costs o f any premiums or benefits
paid by the bank for any life or health insurance policy or
health plan o f which bank is not the sole beneficiary. (B)
Such benefits shall be valued on the basis o f the aggre
gate actual cost to the bank. Information need not be fur
nished for any such benefit provided by the bank which
does not discriminate in favor o f officers or directors and
which is available generally to ail salaried em ployees. (C)
If the bank cannot determine without unreasonable effort
or expense the specific amount o f certain personal ben
efits. or the extent to which benefits are personal rather
than business, the amount o f such personal benefits may
be omitted from the tabie provided that, after reasonable
inquiry, the bank has co n clu d ed that the aggregate
amounts o f such personal benefits that cannot be sp ecific
ally or precisely ascertained do not in any event exceed
SH).(XX) as to each person or. in the case o f a group.
SlO.tXX) for each person in the group and has concluded
that the information set forth in the table is not rendered
materially misleading by virtue o f the om ission o f the
value o f such personal benefits.
3.
C o lu m n D . Column D shall include remuneration o f
the specified persons and group in whole or in part for
services rendered during the latest fiscal year (including
the forms o f remuneration described in paragraph (a)
through (c) below) if the distribution o f such remunera
tion or the unconditional vesting or measurement o f ben
efits thereunder is subject to future events.
(a) P e n s io n s o r r e tir e m e n t p la n s ; a n n u itie s : e m p lo y

or compensation plan or arrangement pursuant to which
the measure o f benefits is based on objective standards or
on the vaiue o f securities o f the bank or another person
granted, awarded or entered into at any time in connec
tion with services to the bank, include as remuneration o f
each o f the specified persons and group any attributable
amount expensed by the bank for financial reporting pur
poses for the fiscal year as remuneration for any such
person or group.
(ii) Where amounts are expensed and reported in the
remuneration tabie. and amounts are credited in a subse
quent year in connection with the same plan or arrange
ment for any proper reason including a decline in the
market price o f the securities, such credit may be re
flected as a reduction o f the remuneration reported in Col
umn D. If amounts credited are reflected in the table,
include a footnote stating the amount o f the credit and
briefly describe such treatment.
(iii) The term “ o p tion s” as used in this item in
cludes all options, warrants, or rights, other than those
issued to security holders as such on a pro rata basis.
(c)
Stock purchase plans: profit sharing and thrift
plans. Include the amount o f any contribution, payment
or accrual for the account o f each o f the specified persons
and groups under any stock purchase, profit sharing,
thrift, or similar plans which has been expensed during
the fiscal year by the bank for financial reporting pur
poses. Amounts reflecting contributions under plans qual
ified under the Internal Revenue Code may not be e x
cluded.
4. Other permitted disclosure. The bank may provide
additional disclosu re through a footnote to the table,
through additional colum ns, or otherwise, describing the
components o f aggregate remuneration in such greater de
tail as in appropriate.

5. Definition of "Plan." The term “ plan" as used in
this item includes ail plans, contracts, authorizations, or
arrangements whether or not set forth in any formal docu
m e n t c o n tr a c ts ; d e f e r r e d c o m p e n s a tio n p la n s .
ments.
(i)
As to each o f the specified persons and group,
6. Transactions with third parties. Item 7(a). among
the amount expensed for financial reporting purposes by
other things, includes transactions between the bank and a
the bank for the year which represents the contribution,
third party when the primary purpose o f the transaction
payment, or accrual for the account of any such person or
is to furnish remuneration to the persons specified in Item
group under any existing pension or retirement plans,
7(a). Other transactions between the bank and third par
annuity contracts, deferred compensation plans, or any
ties in which persons specified in Item 7(a) have an- in
other similar arrangements. Such amounts should be re
terest. or may realize a benefit, generally are addressed
flected as remuneration for the fiscal year under ail such
by other disclosure requirements concerning the interest
plans or arrangements, including plans qualified under the
o f management and others in certain transactions. Item
Internal Revenue Code, unless in the case o f a defined
7(a) does not require disclosure o f remuneration paid to a
benefit or actuarial plan, the amount of* the contribution,
partnership in which any officer or director was a partner:
payment, or accrual in respect to a specified person is not
any such transactions should be disclosed pursuant to
and cannot readily be separately or individually calculated
these other disclosure requirements, and not as a note to
by the regular actuaries for the plan.
the remuneration tabie presented pursuant to Item 7(a).
di) It amounts are excluded from the table pursuant
to the previous provision, include a footnote to the table:
(b)
Proposed remuneration. Briefly describe all
(a) stating the fact: ib) disclosing the percentage which
remuneration payments proposed to be made in the
the aggregate contributions to the plan bear to the total
future pursuant to any existing plan or arrangement
remuneration of plan participants covered bv such pian:
and t o briefly describing the remuneration covered by the
to the persons and group specified in Item 7(a). As
plan.
to defined benefit or actuarial plans, with respect to
(b) I n c e n tiv e a n d c o m p e n s a tio n p l a n s a n d a r r a n g e

which amounts are not included in the table pur
suant to Instruction 3(a) to Item 7(a), include a
separate tabie showing the estimated annual benefits

m e n ts.

i n With respect to stock options, stock appreciation
rights plans, phantom stock plans and any other incentive

FORM F-5 (PROXY STATEMENT)

REGULATION F

payable upon retirement to persons in specified re
muneration and years-of-service classification.

latest practicable date of the securities called for by all
options held at such time does not exceed $10,000 for
any such person or $ 4 0 .OtX) for such group, this item
need not be answered with respect to options heid as o f
the specified date by such person or group.
4.
If the options relate to more than one class o f secur
ities the information shall be given separately for each
such class.

Instruction. Information need not be furnished with re
spect to any group life, health, hospitalization, or medicai
reimbursement plans which do not discriminate in favor
o f officers or directors o f the bank and which are avail
able generally to all salaried em ployees.
(c)
Options, warrants, or rights. Furnish the fol
lowing information as to all options to purchase any
securities from the bank which were granted to or
exercised by the following persons since the begin
ning of the bank’s last fiscal year, and as to all
options heid by such persons as of the latest prac
ticable date: (i) each director or officer named in
answer to paragraph (a)(1), naming each such per
son: and (ii) all directors and officers of the bank as
a group, without naming them:
(1) As to options granted during the period spe
cified state: (i) the title and aggregate amount of
securities called for. (ii) the average option price
per share: and (iii) if the option price was less than
100 per cent of the market value of the security on
the date of grant, state such fact, and the market
price on such date, shall be disclosed.
(2) As to options exercised during the period
specified, state (i) the title and aggregate amount of
securities purchased: (ii) the aggregate purchase
price; and (iii) the aggregate market value of the
securities purchased on the date of purchase.
(3) As to all unexercised options held as of the
latest practicable date (state date), regardless of
when such options were granted, state (i) the title
and aggregate amount of securities called for. and
(ii) the average option price per share.

Instructions. 1 . The term “ options” as used in this
paragraph (c) includes all options, warrants or rights,
other than those issued to security holders as such on a
pro rata basis. Where the average option price per share
is called for. the weighted average price per share shall
be given.
2. The extension, regranting or material amendment o f
options shall be deem ed the granting o f options within the
meaning o f this paragraph.
3. (i) WTiere the total market value on the granting
dates o f the securities called for by all options granted
during the period specified does not exceed S I0 .0 0 0 for
any officer or director named in answer to paragraph
(an I), or $ 4 0 ,0 0 0 for all officers and directors as a
group, this item need not be answered with respect to
options granted to such persons or group, iii) Where the
total market value on the dates o f purchases o f all secur
ities purchased through the exercise of options during the
period specified does not exceed $10,000 for any such
period or $ 40,000 for such group, this item need not be
answered with respect to options exercised by such person
or group, (iii) Where the total market value as o f the

(d)
Indebtedness of management. (I) State as to
each of the following persons, herein called speci
fied persons, who was indebted to the bank at any
time since the beginning of its last fiscal year: (i)
the largest aggregate amount of indebtedness, in
cluding extensions of credit or overdrafts, endorse
ments or guarantees outstanding (in dollar amounts
and as a percentage of total equity capital accounts
at the time) at any time during such period: (ii) the
amount thereof outstanding as of the latest practic
able date: (iii) the nature of the indebtedness and of
the transaction in which it was incurred: and (iv)
the rate of interest paid or charges thereon:
(A) each director or officer of the bank:
(B) each nominee for election as director:
(C) each security holder who is known to bank
to own of record or beneficially more than five per
cent of any class of the bank's voting securities:
(D) each associate of any such director, officer,
nominee or principal security holder.
Instructions. I. Include the name o f each person
whose indebtedness is described and the nature o f the re
lationship by reason of which the information is required
to be given.
2. Generally, no information need be given under this
Item 7(d). unless any o f the follow ing is present:
(a) such extensions o f credit are not made on substan
tially the same terms, including interest rates, collateral
and repayment terms, as those prevailing at the time for
comparable transactions with other than the specified per
sons.
ib) such extensions of credit were not made in the
ordinary course o f business.
(c)
such extensions o f credit have involved or presently
involve more than a normal risk o f collectibility or other
unfavorable features including the restructuring o f an ex
tension o f credit or a delinquency as to payment o f in
terest or principal.
<d) the aggregate amount of extensions o f credit out
standing at any time from the beginning of the last fiscal
year to date to a person specified in (A ). iB ). and iC) of
this paragraph td>< I) together with the persons associates
exceeded 10 per cent o f the equity capital accounts of the
bank at that time or $10 m illion, whichever :s less.
Note.— For purposes o f this Instruction 2(d) only: ill
The information called for by paragraphs tdxlniii) and
(iv) of this Item 7 need not be furnished: (2) 4 principal
security holder ^hail mean each security holder known to
the bank to own of record or beneficially more than ten
( 10) per cent of any class o f the bank's voting ^curm es:
and (3) The name o f any associate need not be furnished.

(PROXY STATEMENT) FORM F -5

REGULATION F

the case o f any lease or other agreement providing for
p eriod ic paym ents or in sta llm en ts, does not e x ce ed
$ 4 0 ,0 0 0 for the term o f each transaction or sen es o f
transactions: or
(d)
The interest o f the specified person anses soielv
from the ownership o f securities o f the bank and the spe
cified person receives no extra or special benefit not
shared on a pro rate basis by all holders o f secunties of
the class.
3. It should be noted that this item calls for disclosure
o f indirect, as well as direct, material interests in transac
tions. A person who has a position or relationship with a
firm, corporation, or other entity, which engages in a
transaction with the bank may have an indirect interest in
such transaction by reason o f such position or relation
ship. H owever, a person shall be deemed not to have a
material indirect interest in a transaction within the mean
ing o f this Item 7(e) where:
(a) The interest arises only (i) from such person's posi
tion as a director o f another corporation or organization
(other than a partnership) which is a party to the transac
tion. or ( ii) from the direct or indirect ownership by such
person and all other persons specified in subparagraphs
(1) through (4) above, in the aggregate, o f less than a
10 per cent equity interest in another'person (other than a
partnership) which is a party to the transaction, or tiii)
from both such position and ownership:
(b) The interest anses only from such person's position
as a limited partner in a partnership in which he and ail
other persons specified in (1) through (4) above had an
interest o f less than 10 per cent: or
(c) The interest o f such person arises solely from the
holding o f an equity interest {including a limited partner
ship interest but excluding a general partnership interest)
or a creditor interest in another person which is a party to
the transactions with the bank and the transaction is not
material to such other person.
4. The amount o f the interest o f any specified person
shall be computed without regard to the amount of the
profit or loss involved in the transaction. Where it is not
practicable to state the approximate amount o f the in
terest. the approximate amount involved in the transaction
will be indicated.
5. In describing any transaction involving the purchase
or sale o f assets by or to the bank, otherwise than in the
ordinary course o f business, state the cost o f the assets to
the purchaser and. if acquired by the seller within two
years prior to the transaction, the cost thereof, to the sel
ler. Indicate the principle follow ed in determining the
bank's purchase or sale price and the name of the person
making this determination.
6. If the information called for by this Item 7(e) is
being presented in Form F - l . ii 2 0 6.41. the period for
which the information called for shall be presented for the
previous three years.
7. Include the name o f each person whose interest in
any transaction is described and the nature o f the relation
ship by reason o f which such interest is required to be
described. Where it is not practicable to state the approxi
mate amount o f the interest, the approximate amount in
volved in the transaction shall be indicated.
8. Information snail be furnished in answer to this item
with respect to transactions not excluded above which in
volve remuneration from the bank directly or indirectly.

(2) If any extension o f credit to the specified persons
as a group exceeded 20 per cent o f the equity capital
accounts o f the bank at any time since the beginning of
the last full fiscal year to date, disclose the maximum
aggregate amount o f extensions o f credit to the group dur
ing the period, the aggregate amount as a percentage of
the equity capital accounts o f the bank and include a
statement, to the extent applicable, that the bank has had.
and expects to have in the future, banking transactions in
the ordinary course o f its business with directors, officers,
principal stockholders and their associates, on substantial
ly the same terms, including interest rates, collateral and
repayment terms on extensions o f credit, as those prevail
ing at the same time for comparable transactions with
others.
3. If any indebtedness required to be described arose
under Section I6(bi o f the Act and has not been dis
charged by payment, state the amount of any profit real
ized. that such profit will inure to the benefit o f the bank
or its subsidiaries and whether suit will be brought or
other steps taken to recover such profit. If in the opinion
o f counsel a question reasonably exists as to the recover
ability o f such profit, it will suffice to state all facts neces
sary to describe the transaction, including the prices and
number o f shares involved.
4. Notwithstanding the foregoing, any transaction or
senes o f transactions resuiting in indebtedness to the bank
or its subsidiaries w hich may be considered m atenai
should be disclosed.
5. If the information called for by Item 7(d) is being
presented in Form F - l . $ 206.41. the information called
for shall be presented for the last three full fiscal years.

(e)
Transactions With Management. Describe
briefly any transaction since the beginning iof the
bank's last full fiscal year or any presently pro
posed transactions, to which the bank or any of its
subsidiaries was or is to be a party, in which any of
the specified persons in Item 7(d) had or is to have
a direct or indirect matenai interest, naming such
person and stating his relationship to the bank, the
nature of his interest in the transaction and. where
practicable, the amount of such interest.

Instructions. 1. No Information need be given in re
sponse to this Item 7(e) as to any remuneration or other
transaction reported in response to Item 7(a). (b). (c) or
(d). or as to any transaction with respect to which infor
mation may be omitted pursuant to Instruction 2 to Item
7(c) or Instruction 2 or 3 to Item 7(d). Instruction 2 to
Item 7(a) applies to this Item 7(e).
2. No intormation need be given in answer to this Item
7(e) as to any transaction where:
(a) The rates or charges involved in the transaction are
determined by com petitive bids, or the transaction in
volves the rendering o f services as a common or contract
earner, or public utility, at rates or charges fixed in con
formity with law or governmental authority;
ibi The transaction involves sen-ices as a bank deposi
tory o f funds, transfer agent, registrar, trustee under an
indenture, or similar services:
(c) The amount involved in the transaction or senes o f
similar transactions, including ail penodic installments in

FORM F -5 (PROXY STATEMENT)

REGULATION F

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 10 per cent of any ciass of equity securities of
another corporation furnishing the services to the bank.
9. The foregoing instructions specify certain transac
tions and interests as to which information may be omit
ted in answering this item. There may be situations
where, although the foregoing instructions do not express
ly authorize nondisclosure, the interest of a specified per
son in the particular transaction or series of transactions is
not a mutual interest. In that case, information regarding
such interest and transaction is not required to be dis
closed in response to this item. The materiality of any
interest or transaction is to be determined on the basis of
the significance of the information to investors in light of
all of the circumstances of the particular case. The im
portance of the interest to the person having the interest,
the relationship of the parties to the transaction to each
other and the amount involved in the transaction are
among the factors to be considered in determining the sig
nificance of the information to investors.
(f)
Transactions with pension or similar plans.
Describe briefly any transactions since the begin
ning of the bank's last full fiscal year or any pres
ently proposed transactions, to which any pension,
retirement, savings or similar plan provided by the
bank, or any of its parents or subsidiaries was or is
to be a parry, in which any of the specified persons
in Item 7(d) had or is to have a direct or indirect
material interest, naming such person and stating
his relationship to the bank, the nature of his in
terest in the transaction and. where practicable, the
amount of such interest.

Instructions. 1. Instructions 2. 3. -t, and 5 to Item
7(e) shall apply to this Item 7(f).
2. Without limiting the general meaning of the term
"transaction” there shall be included in answer to this
Item 7(f) any remuneration received or any loans received
or outstanding during the period, or proposed to be re
ceived.
3. No information need be given in answer to para
graph if) with respect to:
(at Payments to the plan, or payments to beneficiaries,
pursuant to the terms of the plan:
(b) Payment of remuneration for services not in excess
of 5 per cent of the aggregate remuneration received by
the specified person during the bank’s last fiscal year
from the bank: or
IC) Any interest of the bank which arises solely from

of management of the bank and relates to an annual
meeting of security holders at which directors are
to be elected, or financial statements are included
pursuant to Item 15, or relates to a meeting at which
action is to be taken with respect to the selection or
approval of auditors, furnish the following informa
tion describing the bank’s relationship with its in
dependent public accountants:
(a) The name of the principal accountant selected
or being recommended to shareholders for election,
approval or ratification for the current year. If no
accountant has been selected or recommended, so
state and briefly describe the reasons therefor.
(b) The name of the principal accountant for the
fiscal year most recently completed if different from
the accountant selected or recommended for the
current year or if no accountant has yet been selected
or recommended for the current year.
(c) If a change or changes in accountants have
taken place since the date of the proxy statement
for the most recent annual meeting of shareholders,
and if in connection with such change(s) a disagree
ment between the accountant and bank has been
reported on Form F-3 or in the accountant’s letter
filed as an exhibit thereto, the disagreement shall be
described. Prior to submitting the preliminary proxy
material to the Board which contains or amends such
description, the bank shall furnish the description of
the disagreement to any accountant with whom a
disagreement has been reported. If that accountant
believes that the description of the disagreement is
incorrect or incomplete, he may include a brief
statement, ordinarily expected not to exceed 200
words, in the proxy statement presenting his view
of the disagreement. This statement shail be sub
mitted to the bank within 10 business days of the
date the accountant received the bank’s description.
(d) The proxy statement shall indicate whether
or not representatives of the principal accountants
for the current year and for the most recently com
pleted fiscal year are expected to be present at the
stockholders’ meeting with the opportunity to make
a statement if they desire to do so and whether or
not such representatives are expected to be available
to respond to appropriate questions.

its general interest in the success o f the plan.

<g) Le^al Proceedings. Any material proceedings
to which any director, officer or affiliate of the
bank, and persons holding in excess of five per
cent of the bank’s outstanding stock, or any associ
ate of any such director, officer or security holder,
is a party or has an interest materially adverse to
the bank or any of its subsidiaries should also be
described.

Item 8. Relationship with Independent public
accountants. If the solicitation is made on behalf

(e) If action is to be taken with respect to the
selection or approval of auditors, or if it is pro
posed that particular auditors shall be recommended
by any committee to select auditors for whom votes

REGULATION F

(PROXY STATEMENT) FORM F-5

are to be cast, name the auditors and describe brief
ly any direct financial interest or any material in
direct financial interest in the bank or any of its
parents or subsidiares. or any connection during the
past 3 years with the bank or any of its parents or
subsidiaries in the capacity of promoter, underwrit
er, voting trustee, director, officer, or employee. If
the auditors to be selected are other than those
which were engaged as the principal auditors for
the bank's most recently filed certified financial
statements, briefly summarize the circumstances
and conditions surrounding the proposed change of
such auditors, and state whether such change was
recommended or approved by:

Item 9. Bonus, profit-sharing, and other remunera
tion plans. If action is to be taken with respect to any
bonus, profit-sharing, or other remuneration plan,
furnish the following information:
(a) Describe briefly the material features of the
plan, identify each class of persons who will partici
pate therein, indicate the approximate number of
persons in each such class and state the basis of such
participation.
(b) State separately the amounts which would
have been distributable under the plan during the
last fiscal year of the bank (1) to directors and offi
cers, and (2) to employees, if the plan had been in
effect.
( I ) A n y auditor or similar committee of the
(c) State the name and position with the bank
Board of Directors, if the bank has such a commit
of each person specified in Item 7(a) who will par
tee: or
ticipate in the plan and the amount each such person
(2)
The Board of Directors, if the bank has no would have received under the plan for the last fiscal
such committee.
year of the bank if the plan had been in effect.
<f) For the fiscal year most recently completed,
(d) Furnish such information, in addition to that
describe each professional service provided by the
required by this item and Item 7, as may be neces
auditor and state the percentage relationship which
sary to describe adequately the provisions already
the aggregate of the fees for all nonaudit services
made pursuant to all bonus, profit-sharing, pension,
bear to the audit fees. and. except as provided be
retirement, stock option, stock purchase, deferred
low. state the percentage relationship which the fee
compensation, or other remuneration or incentive
for each nonaudit service bears to the audit fees.
plans, now in effect or in effect within the past 5
Indicate whether, before each professional service
years, for (i) each director or officer named in answer
provided by the principal accountant was rendered,
to Item 7(a) who may participate in the pian to be
it was approved by. and the possible effect on the
acted upon; (ii) all directors and officers of the bank
independence of the accountant was considered by
as a group, if any director or officer may participate
(1) any audit or similar committee of the board of
in the pian, and (iii) ail employees, if employees may
directors and (2) for any service not approved by an
participate in the plan.
audit or similar committee, the board of directors.
(e) If the plan to be acted upon can be amended
otherwise than by a vote of stockholders to increase
Instructions. I For purposes o f this subsection, all
the cost thereof to the bank or to alter the allocation
tees for services provided in connection with the audit
function (e .g .. reviews o f quarterly reports, filings with
of the benefits as between the groups specified in (b),
the Board, and annual reports) m be computed as part
ay
state the nature of the amendments which can be so
of the audit fees. Indicate which services are reflected in
made.
the audit fees computation.
2. If the fee for any nonaudit service is less than 3 per
(0 If action is to be taken with respect to the
cent of the audit fees, the percentage relationship need
amendment or modification of an existing plan,
not be disclosed.
this item shall be answered with respect to the plan
3. Each service should be specifically described. Broad
as proposed to be amended or modified and shall
general categories such as "tax matters " or "m anage
ment advisory services" are not sufficiently specific.
indicate any material differences from the existing
A Describe the circumstances and give details o f any
plan.
services provided by the bank’s independent accountant
during the latest fiscal year that were furnished at rates or
terms that were not customary.
5.
Describe any existing direct or indirect understand
ing or agreement that places a limit on current or future
years' audit fees, including fee arrangements that provide
fixed limits on fees that ore not subject to reconsideration
if unexpected issues involving accounting or auditing are
encountered. Disclosure o f fee estimates is not required.

Instructions. 1. If the pian is set forth in a norm al pian,
contract, or arrangement, three copies thereof shall be
filed with the Board at the time preliminary copies o f the
Statem ent are filed pursuant to § 206.piT>.
2. Inform ation need not be included as to paym ents
m ade for. or benefits to be received from group life or
accident insurance, group hospitalization or sim ilar group
paym ents or benefits.

FORM F-5 ('PROXY STATEMENT)

REGULATION F

3. If action is to be taken with respect to any plan
in which directors or officers may participate, the in
formation called for by Item 7(d) (1) and (2) shall be
furnished for the last five fiscal years of the issuer and
any period subsequent to the end of the latest such fiscal
year, in aggregate amounts for the entire period for each
such person and group. If any named person, or any other
director or officer, purchased securities through the exer
cise of options during such period, state the aggregate
amount of securities of that class sold during the period
by such named person and such other directors and offi
cers as a group. The information called for by this
Instruction 3 is in lieu of the information since the be
ginning of the issuer’s last fiscal year called for by Item
7(d) (1) and (2). If employees may participate in the plan
to be acted upon, state the aggregate amount of securi
ties called for by ail options granted to employees during
the five-year period and, if the options were other than
“ restricted” or “qualified” stock options or options
granted pursuant to an “employee stock purchase plan”,
as the quoted terms are defined in Sections 422 through
424 of the Internal Revenue Code, state that fact and the
weighted average option price per share.
Item 10. Pension and retirement plans. If action is
to be taken with respect to any pension or retirement
plan, furnish the following information:

plans, now in effect or in effect within the past 5
years, for (i) each director or officer named in answer
to Item 7(a) who may participate in the plan to be
acted upon; (ii) all present directors and officers of
the bank as a group, if any director or officer may
participate in the plan, and (iii) ail employees, if em
ployees may participate in the plan.
(e) If the plan to be acted upon can be amended
otherwise than by a vote of stockholders to increase
the cost thereof to the bank or alter the allocation of
the benefits as between the groups specified in (b)(3),
state the nature of the amendments which can be so
made.
(f) If action is to be taken with respect to the
amendment or modification of an existing plan,
this item shall be answered with respect to the plan
as proposed to be amended or modified and shall
indicate any material differences from the existing
plan.
Instructions. 1. The information called for by para
graph (b) (3) or (c) (2) need not be given as to payments
made on an actuarial basis pursuant to any group pension
plan which provides for fixed benefits in the event of re
tirement at a specified age or after a specified number of
years of service.
2. The instructions to Item 9 shall apply to this item.

(a) Describe briefly the material features of the
plan, identify each class of persons who will be
entitled to participate therein, indicate the approxi
mate number of persons in each such class, and state
the basis of such participation.

Item 11. Options, warrants, or rights. If action is
to be taken with respect to the granting, extension
or amendment of any options, warrants, or rights to
purchase securities of the bank or any subsidiary,
furnish the following information:

(b) State (1) the approximate total amount neces
sary to fund the plan with respect to past services,
the period over which such amount is to be paid, and
the estimated annual payments necessary to pay the
total amount over such period, (2) the estimated
annual payment to be made with respect to current
services, and (3) the amount of such annual pay
ments to be made for the benefit of (i) directors and
officers, and (ii) employees.

(a) State (i) the title and amount of securities
called for or to be called for by such options, war
rants, or rights; (ii) the prices, expiration dates, and
any other material conditions upon which the
options, warrants, or rights may be exercised; (iii)
the consideration received or to be received by the
issuer or subsidiary for the granting or extension of
the options, warrants or rights; (iv) the market value
of the securities called for or to be called for by the
options, warrants or rights as of the latest practicable
date, and (v) in the case of options, the Federal in
come tax consequences of the issuance and exercise
of such options to the recipient and to the bank.
(b) State separately the amount of options, war
rants, or rights received or to be received by the
following persons, naming each such person: (i) each
director or officer named in answer to Item 7(a);
(ii) each nominee for election as a director of the
bank; (iii) each associate of such directors, officers,
or nominees; and liv) each other person who re
ceived or is to receive 5 per cent or more of such

(c) State (1) the name and position with the bank
of each person specified in Item 7(a) who will be
entitled to participate in the plan, (2) the amount
which would have been paid or set aside by the bank
and its subsidiaries for the benefit of such person
for the last fiscal year of the bank if the pian had been
in effect, and (3) the amount of the annual benefits
estimated to be payable to such person in the event
of retirement at normal retirement date.
(d) Furnish such information, in addition to that
required by this item and Item 7, as may be neces
sary to describe adequately the provisions already
made pursuant to ail bonus, profit sharing, pension,
retirement, stock option, stock purchase, deferred
compensation, or other remuneration or incentive

REGULATION F
options, warrants or rights. State also the total
amount of such options, warrants, or rights received
or to be received by ail 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 neces
sary to describe adequately the provisions already
made pursuant to all bonus, profit sharing, pension,
retirement, stock option, stock purchase, deferred
compensation, or other remuneration or incentive
plans, now in effect or in effect within the past 5
years, for (i) each director or officer named in answer
to Item 7(a) who may participate in the plan to be
acted upon; (ii) all directors and officers of the bank
as a group, if any director or officer may participate
in the plan, and (iii) ail employees, if employees may
participate in the plan.
Instruction. 1. Paragraphs (b) and (c) do not apply to
warrants or rights to be issued to security holders as such
on a pro rata basis.
1 The Instructions to Item 9 shall apply to paragraph
(c) of this item.
3. Include in the answer to paragraph (c) as to each
director or officer named in answer to Item 7(a) and as to
all directors and officers as a group (i) the amount of
securities acquired during the past two years through the
exercise of such options, (ii) the amount of securities sold
during such period of the same class as those acquired
through the exercise of such options, and (iii) the amount
of securities subject to all unexercised options held as
of the latest practicable date.

Item 12. Authorization or issuance of securities
otherwise than for exchange. If action is to be taken
with respect to the authorization or issuance ot any
securities otherwise than in exchange for outstand
ing 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 pro
visions of the securities such as would be required
in a registration statement filed pursuant to this
Part. If the terms of the securities cannot be stated
or estimated with respect to any or all of the securi
ties to be authorized, because no offering thereof is
contemplated in the proximate future, and if no fur
ther authorization by security holders for the issu
ance thereof is to be obtained, it should be stated
that the terms of the securities to be authorized, in
cluding dividend or interest rates, conversion 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

(PROXY STATEMENT) FORM F-5
shares of common stock of a class outstanding, the
description may be omitted, except for a statement
of the preemptive rights, if any. Where the statutory
provisions with respect to preemptive rights are
so indefinite or complex that they cannot be stated
in summarized form, it will suffice to make a state
ment in the, form of an opinion of counsel as to the
existence and extent of such rights.
(c) Describe briefly the transaction in which the
securities are to be issued, including a statement as
to (1) the nature and approximate amount of con
sideration received or to be received by the bank,
and (2) the approximate amount devoted to each
purpose so far as determinable, for which the net
proceeds have been or are to be used. If it is imprac
ticable 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 issuance of the securi
ties by a vote of security holders will be solicited
prior to such issuance, and (iii whether present
security holders will have preemptive rights to pur
chase such securities.
(d) If the securities are to be issued otherwise
than in a general public offering for cash, state the
reasons for the proposed authorization or issuance
and the general effect thereof upon the rights of
existing security holders.
Item 13. Modification or exchange of securities.
If action is to be taken with respect to the modi
fication of any class of securities of the bank, or
the issuance or authorization for issuance of secu
rities of the bank in exchange for outstanding secu
rities of the bank, furnish the following information:
(a) If outstanding securities are to be modified,
state the title and amount thereof. If securities are
to be issued in exchange for outstanding securities,
state the title and amount of securities to be so
issued, the title and amount of outstanding secu
rities to be exchanged therefor, and the basis of the
exchange.
(b) Describe any material differences between
the outstanding securities and the modified or new
securities with respect to any of the matters concern
ing which information would be required in the
description of the securities in a registration state
ment filed pursuant to this Part.
(c) State the reasons for the proposed modifica
tion 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

REGULATION F

FORM F-5 (PROXY STATEMENT)

case to disclose adequately the nature and effect of
the proposed action.
(3) Such information with respect to the pro
posed management of the surviving bank as would
be required by Items 6 and 7 of this Form F-5.
Information concerning remuneration of manage
ment may be projected for the current year based
on remuneration actually paid or accrued by each
of the constituent persons during the last calendar
year. If significantly different, proposed compen
sation arrangements should be described.
(4) A tabular presentation of the existing and
pro forma capitalization.
(5) In columnar form, for each of the last five
fiscal years, a historical summary of earnings. Such
summary is to be concluded by indicating per share
amounts of income before securities gams (losses),
net income, and dividends declared for each period
reported. (Extraordinary items, if any, should be
appropriately reported and per share amounts of
securities gams (losses) should be included.)
(6) In columnar form, for each of the last five
fiscal years, a combined pro forma summary of
earnings, as appropriate in the circumstances, sim
ilar in structure to the historical summary of earn
ings. If the transaction established a new basis of
accounting for assets of any of the persons included
therein, the pro forma summary of earnings shail
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 tabuiar presentation of comparative per
share data of the constituent banks or other persons
pertaining to:
(A;(i) Income before securities gams (losses),
(ii) net income, and (iii) dividends declared, for
each of the last three fiscal years; and
i,B) Book value per share, at the date of the bal
ance sheets included in the Statement.
Tne comparative per share data shall be presented
on a historical and pro forma basis (except dividends
which are to be furnished on historical basis onlyi
and equated to a common basts in exchange trans
actions.
(8) To the extent matertal for the exercise 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 fiscai years.

with respect to the outstanding securities which
are to be modified or exchanged and such other in
formation as may be appropriate in the particular
case to disclose adequately the nature and effect of
the proposed action.
(e) Outline briefly any other material features of
the proposed modification or exchange.
(f) The instruction to Item 9 shail apply to this
item.
Instruction. If the existing security is presently listed
and registered on a national securities exchange, state
whether it is intended to appiy for listing and registration
of the new or reclassified security on such exchange or
any other exchange. If it is not intended to make such
application, state the effect of the termination of such
listing and registration.

Item 14. Mergers, consolidations, acquisitions,
and similar matters. If action is to be taken with
respect to any plan for (i) the merger or consolida
tion 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 ail or any
substantial part of the assets of the bank, or (v) the
voluntary liquidation or dissolution of the bank:
ia) Outline briefly the material features of the
plan. State the reasons therefor and the general
effect thereof upon the interests of existing secu
rity holders. If the plan is set forth in a written docu
ment, file three copies thereof with the Board when
preliminary copies of the Statement are filed pur
suant to section 206.5(f).
ib) Furnish the following information as to the
bank and each person which is to be merged into
the bank, or into or with which the bank is to be
merged or consolidated, or the business or assets
of which are to be acquired, or which is the issuer
of securities to be acquired by the bank or any of its
subsidiaries in exchange for all or a substantial part
of its assets, or to be acquired by security holders of
the bank.
(1) A brief description of the business and
property of each such person in substantially the
manner required by Items 3 and 5 of Form F-l.
(2) A brief statement as to dividends in arrears,
or defaults in principal or interest with respect to
any securities of the bank or of such person, and
as to the effect of the plan thereon and such other
information as may be appropriate in the particular

Instructions. 1. H istorical statem ents o f incom e in
their entirety, as required by Item 15. may be furnished

(PROXY STATEMENT) FORM F-5

REGULATION F

interim date balance sheet and statement of income
for the intermin period between the end of the last
fiscal year and the interim balance sheet date, and
comparable prior period, shall be furnished. All
schedules, except Schedules I, II, and VII may be
omitted.

in lieu o f the sum m ary o f earnings specified in paragraph
(5). If sum m ary earnings inform ation is presented, in
clude, as a m inim um , operating revenues, operating
expenses, incom e before incom e taxes and security gains
lo s s e s ), and net incom e. The sum m ary shall reflect retro
active adjustm ents o f any material items affecting the
com parability o f the results.
2. In connection with any interim period or periods
between the end o f the last fiscal year and the balance
sheet date, and any com parable prior period, a statem ent
shall be m ade that all adjustm ents necessary to a fair
statem ent o f the results for such interim period or periods
between the end o f the last fiscal year and the balance
sheet date, and any com parable prior period, a statem ent
shall be m ade that all adjustm ents necessary to a fair
statem ent 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 necessarily indicative o f results
for the entire year. In addition, there shall be furnished
in such cases, as supplem ental inform ation but not as a
part o f the proxy statem ent, a letter describing in detail
the nature and am ount o f anv adjustm ents, other than
norm al recurring accruals, entering into the determ ination
o f the results shown.
3. The inform ation required by this Item 1-Ub> is re
quired in a Statem ent o f the “ acquiring” or “ surviving”
bank only where a “ significant” merger or acquisition is
to be voted upon. For purposes o f this item, the term
“ significant” merger or acquisition shall mean a transac
tion where either 1 1 1 the net b ook value o f assets to be
acquired or the am ount to be paid therefor exceed 3 per
cent o f the equity capital accounts o f the acquiring bank,
or (2) in an exchange transaction, the number o f shares
to be issued exceeds 5 per cent o f the outstanding shares
o f the acquiring bank, or 3' gross operating revenues for
the last fiscal year o f the person to be acquired exceeded
5 per cent o f the gross operating revenues for the last
fiscal year o f the acquiring bank, or <4} "incom e loss)
before incom e taxes and securities gains or lo sses”
am ounts to 3 per cent or more o f the "incom e loss; before
incom e taxes and securities gam s or losses” o f the acquir
ing bank. If less than a "significant” merger acquisition
is to be voted upon, such inform ation need oniy be in
cluded to the extent necessary for the exercise o f prudent
judgm ent with respect thereto.

(b) If action is to be taken with respect to any
matter specified in Item 14(b), furnish for each
person specified therein, other than the bank,
financial statements such as would be required in
a registration statement filed pursuant to this Part.
In addition, the lastest available interim date bal
ance sheet and stement of income for the interim
period between the end of the last fiscal year and
the interim balance sheet date, and comparable
prior period, shall be furnished. However, the fol
lowing may be omitted: (1) all schedules, except
Schedules I, II, and VII; and (2) statements for
subsidiary, all of the stock of which is owned by
the bank, that is included in the consolidated
statement of the bank and its subsidiaries. Such
statements shall be verified, if practicable.
(c) Notwithstanding paragraphs (a) and (b)
above, any or all of such financial statements
which are not material for the exercise of prudent
judgment in regard to the matter to be acted upon
may be omitted. Such financial statements are
deemed material to the exercise of prudent judg
ment in the usual case involving the authorization
or issuance of any material amount of senior
securities, but are not deemed material in cases
involving the authorization or issuance of common
stock, otherwise than in an exchange, merger,
consolidation, acquisition, or similar transaction.
(d) The statement may incorporate by reference
any financial statements contained in an annual
report sent to security.holders pursuant to § 206.5(c)
with respect to the same meeting as that to which
the Statement relates, provided such financial state
ments substantially meet the requirements of this
item.

ci As to each class o f securities o f the bank, or o f any
person specified in paragraph b). which is adm itted to
dealing on a national securities exchange or with respect
to which a market otherwise exists, and which will be
materially aifected by the plan, state the higii and low
sale prices or. in the absence o f trading in a particular
period, the range o f the bid and asked prices) for each
quarterly period within tw o years. This inform ation may
be om itted if the plan involves merely the voluntary
liquidation or dissolution o f the bank.

Item 16. Acquisition or disposition of property.
If action is to be taken with respect to the acquisi
tion or disposition of any property furnish the
following information:
(a) Describe briefly the general character and
location of the property.
(b) State the nature and amount of consideration
to be paid or received by the issuer or any subsidiary.
To the extent practicable, outline briefly the facts

Item 15. Financial statements, (a) If action is to
be taken with respect to any matter specified in
Items 12, 13, or 14 above, furnish verified financial
statements of the bank and its subsidiaries such as
would be required in a registration statement filed
pursuant to this Part. In addition, the latest available

REGULATION F

FORM F-5 (PROXY STATEMENT)
bearing upon the question of the fairness of the
consideration.
(c) State the name and address of the transferor
or transferee, as the case may be, and the nature
of any material relationship of such person to the
issuer or any affiliate of the issuer.
(d) Outline briefly any other material features of
the contract or transaction.
Item 17. Restatement of accounts. If action is to
be taken with respect to the restatement of any asset,
capital, or surpius account of the issuer, furnish the
following information:
(a) State the nature of the restatement and the
date as of which it is to be effective.
(b) Outline briefly the reasons for the restate
ment and for the selection of the particular effective
date.
(c) State the nature and amount of each account
(including any reserve accounts) affected by the
restatement and the effect of the restatement thereof.
Tabular presentation of the amounts shall be made
when appropriate, particularly in the case of
recapitalizations.
(d) To the extent practicable, state whether and
the extent, if any, to which, the restatement will,
as of the date thereof, alter the amount available
for distribution to the holders of equity securities.
Item 18. Action with respect to reports. If action
is to be taken with respect to any report of the bank
or of its directors, officers, or committees or any
minutes of a meeting of its security holders, furnish
the following information:
(a)
State whether or not such action is to con
stitute approval or disapproval of any of the matters
referred to in such reports of minutes.

(b) Identify each of such matters which it is
intended will be approved or disapproved, and
furnish the information required by the appropriate
item or items of this schedule with respect to each
such matter.

Item 19. Matters not required to be submitted.
If action is to be taken with respect to any matter
which is not required to be submitted to a vote of
security holders, state the nature of such matter,
the reasons for submitting it to a vote of security
holders and what action is intended to be taken
by the management in the event of a negative vote
on the matter by the security holders.

Item 20. Amendment of charter, by-laws, or other
documents. If action is to be taken with respect to
any amendment of the bank’s charter, by-laws, or
other documents as to which information is not
required above, state briefly the reasons for and
general effect of such amendment.

Instruction. W here the matter to be acted upon is the
classification o f directors, state whether vacancies which
occur during the year may be filled by the board o f direc
tors to serve only until this next annual m eeting or may
be so filled for the rem ainder o f the full term.
Item 21. Other proposed action. If action is to be
taken with respect to any matter not specifically
referred to above, describe briefly the substance of
each such matter in substantially the same degree of
detail as is required by Items 5 to 18, inclusive,
above.
Item 22. 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.

V *v

Revised December 31. 1979

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F -l 1
ACQUISmON STATEMENT TO BE FILED PURSUANT TO § 206.4(h)(3) OR
§ 206.4(h)(4) OF REGULATION F
(Amendment No.)
(Name and address of bank)
(Title of class of securities)
(CUSIP number)
(Name, address and telephone number of person
authorized to receive notices and communications)
(Date of event which requires tiling of this statement)

If the Filing person has previously filed a state
ment on Form F -llA , and is Filing this form be
cause of § 206.4(h)(3)(ii)(C) or (D). check the fol
lowing box [ ].

Note: Eight copies o f this form, including all exhibits,
should be tiled with the Board. See $ 206.4thx3)(i> for
other parties to whom copies are to be sent.
SPECIAL INSTRUCTIONS FOR COMPLYING
WITH FORM F—
11
Under. Sections 13(d) and 23 of the Securities
Exchange Act of 1934 and the rules and regulations
thereunder, the Board is authorized to solicit the in
formation required to be supplied by this form by
certain security holders of certain banks.
Disclosure of the information specified in this
schedule is mandatory, except for Social Security
or I.R .S. identification numbers, disclosure of
which is voluntary. The information will be used
for the primary purpose of determining and disclos
ing the holdings of certain beneficial owners of cer
tain equity securities. This statement will be made a
matter of public record. Therefore, any information

given will be available for inspection by any mem
ber of the public.
Failure to disclose the information requested by
this schedule, except for Social Security or I.R.S.
identification numbers, may resuit in civil or crim
inal action against the persons involved for viola
tion of the Federal securities laws and rules prom
ulgated thereunder.

GENERAL LNSTRUCTIONS
A. The item numbers and captions of the items
shall be included but the text of the items is to be
omitted. The answers to the items shall be so pre
pared as to indicate clearly the coverage of the items
without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is
in the negative, so state.
B. Information contained in exhibits to the state
ment may be incorporated by reference in answer or
partial answer to any item or sub-item of the state
ment unless it would render such answer incomplete,
unclear or confusing. Matter incorporated by refer
ence shall be clearly identified in the reference by

page, paragraph, caption or otherwise. An express
statement that the specified matter is incorporated by
reference shall be made at the particular place in the
statement where the information is required.
C.
If the statement is filed by a general or
limited partnership, syndicate, or other group, the
information called for by Items 2-6, inclusive, shall
be given with respect to (i) each partner of such
general partnership; (ii) each partner who is demons
trated as a general partner who functions as a general
partner of such limited partnership; (iii) each member
of such syndicate or group; and (iv) each person
controlling such partner or member. If the statement
is filed by a corporation or if a person referred to in
(i), (ii), (iii) or (iv) of this instruction is a corporation,
the information called for by the above mentioned
items shall be given with respect to (a) each executive
officer and director of such corporation; (b) each
person controlling such corporation; and (c) each ex
ecutive officer and director of any corporation or
other person ultimately in control of such corpora
tion. Executive officer shall mean the president, sec
retary, treasurer, and any vice president in charge of a
principal business function (such as sales, administra
tion or finance) and any other person who performs or
has the power to perform similar policy making func
tions for the corporation.

Item 1. Security and bank. State the title of the
class of equity securities to which this statement re
lates and the name and address of the principal office
of the bank.
Item 2. Identity and background. If the person
filing this statement or any person enumerated in
Instruction C of this statement is a corporation, gener
al partnership, limited partnership, syndicate or other
group of persons, state its name, the state or other
place of its organization, its principal business, the
address of its principal business, the address of its
principal office and the information required by (d)
and (e) of this item. If the person filing this statement
or any person enumerated in Instruction C is a natural
person, provide the information specified in (a)
through ( f) of this Item with respect to such person! s).
(a) Name;
ib) Residence or business address;
(c )
Parent principal occupation or employment and
the name, principal business and address of any cor
poration or other organization in which such employ
ment is conducted;
id)
Whether or not. during the last five years, such
person has been convicted in a criminal proceeding
iexcluding traffic violations or similar misdemeanors)

and. if so, give the dates, nature of conviction, name
and location of court, any penalty imposed, or other
disposition of the case.
(e)
Whether or not. during the last five years, such
person was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violation of. or prohibiting or mandating activities
subject to. federal or state securities laws or finding
any violation with respect to such laws; and, if so.
identify and describe such proceedings and summa
rize the terms of such judgment, decree or final order,
and
(0 Citizenship.

Item 3. Source and amount of funds or other
consideration. State the source and the amount of
funds or other consideration used or to be used in
making the purchases, and if any part of the purchase
price is or will be represented by funds or other
consideration borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the
names of the parties thereto. Where material, such
information should also be provided with respect to
prior acquisitions not previously reported pursuant to
this regulation. If the source of all or any part of the
funds is a loan made in the ordinary course of busi
ness by a bank, as defined in Section 3(a)(6) of the
Act. the name of the bank shall not be made available
to the public if the person at the time of filing the
statement so requests in writing and files such re
quest, naming such bank with the Board. If the secur
ities were acquired other than by purchase, describe
the method of acquisition.

Item 4. Purpose of transaction. State the pur
pose or purposes of the acquisition of securities of the
bank. Describe any plans or proposals which the
reporting persons may have which relate to or would
result in:
(a)
The acquisition by any person of additional
securities of the bank, or the disposition of securities
of the bank;
lb) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving
the bank or any of its subsidiaries:
(c)
A sale or transfer of a material amount of assets
of the bank or of any of its subsidiaries:
id) Any change in the present board of directors or
management of the bank, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board:

le) Any material change in the present capitaliza
tion or dividend policy of the bank:
(g) Changes in the bank’s charter, bylaws or in
struments corresponding thereto or other actions
which may impede the acquisition of control of the
bank by any person:
(h) Causing a class of securities of the bank to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association:
(i) A class of equity securities of the bank becom
ing eligible for termination of registration pursuant to
Section 12(g)(4) of the Act: or
(j) Any action similar to any of those enumerated
above.

(d) If any other person is known to have the right
to receive or the power to direct the receipt of di
vidends from, or the proceeds from the sale of, such
securities, a statement to that effect should be in
cluded in response to this item and. if such interest
relates to more than five percent of the class, such
person should be identified.
(e) If applicable, state the date on which the re
porting person ceased to be the beneficial owner of
more than five percent of the class of securities.

Item 5. Interest in securities of the bank.

understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such
persons and any person with respect to any securities
of the bank, including but not limited to transfer or
voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or losses, or
the giving or withholding of proxies, and name the
persons with whom such contracts, arrangements,
understandings or relationships have been entered
into. Include such information for any of the secur
ities that are pledged or otherwise subject to a con
tingency the occurrence of which would give another
person voting power or investment power over such
securities, except that disclosure of standard default
and similar provisions contained in loan agreements
need not be included.

(a) State the aggregate number and percentage of the
class of securities identified pursuant to Item 1 (which
may be based on the number of securities outstanding
as contained in the most recently available filing with
the Board by the bank unless the tiling person has
reason to believe such information is not current)
beneficially owned (identifying those shares which
there is a right to acquire) by each person named in
Item 2. This information should also be furnished
with respect to persons who. together with any of the
persons named in Item 2. comprise a group within the
meaning of Section 13(d)(3) of the Act:
(b) For each person named in response to para
graph (a), indicate the number of shares as to which
there is sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power
to dispose or to direct the disposition. Provide the
applicable information required by Item 2 with re
spect to each person with whom the power to vote or
to direct the vote or to dispose or direct the disposi
tion is shared:
(c) Describe any transactions in the class of secur
ities reported on that were effected during the past
sixty days or since the most recent filing on Form
F - l l . whichever is less, by the persons named in
response to paragraph (a).
In struction . The description of a transaction required by
Item 5(c) shall include, but not necessarily be limited to: 1 1)
the identity o f the person covered by Item 5 ( 0 who effected
the transaction: (2) the date of the transaction: (3) the
amount of securities involved: (4) the price per share or
unit: and (5) where and how the transaction was effected.

In s tr u c tio n . For com putations regarding securities
which represent a right to acquire an underlying security,
see § 206.4<h)(5)(iv) and the note thereto.

Item 6. Contracts, arrangements, understand
ings or relationships with respect to securities of
the bank. Describe any contracts, arrangements,

Item 7. Material to be filed as exhibits. The
following shall be filed as exhibits: Copies of written
agreements relating to the filing of joint acquisition
statements as required by $ 206.4(h) (g )<v >and copies
of all written agreements, contracts, arrangements,
understandings, plans, or proposals relating to: (1)
The borrowing of funds to finance the acquisition as
disclosed in Item 3: (2) the acquisition of bank con
trol. liquidation, sale of assets, merger, or change in
business or corporate structure, or any other matter as
disclosed in Item 4: and (3) the transfer or voting of
the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against
loss or of profit, or the giving or withholding of any
proxy as disclosed in Item 6.

SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief. I certify that the information
set forth in this statement is true, complete and cor
rect:
Date ________________________________________
Signature ____________________________________
Name. T itle __________________________________

The original statement shall be signed by each
person on whose behalf the statement is filed or his

authorized representative. If the statement is signed
on behalf of a person by his authorized representative
(other than an executive officer or general partner of
the filing person), evidence of the representative's
authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a
power of attorney for this purpose which is already on
file with the Board may be incorporated by reference.
The name and any title of each person who signs the
statement shall be typed or printed beneath his signa
ture.
Attention: International misstatements or omis
sions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001).

Adopted D ecem ber 3 1 . 1 979

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FORM F - il A
FORM OWNERSHIP STATEMENT TO BE FILED PURSUANT TO
§206.4(h)(3) or 206.4(h)(4)
(Amendment No.)
(Name and bank)
(Title or class ot' securities)
(CUSIP number)

SPECIAL INSTRUCTIONS FOR COMPLYING
WITH FORM F-11A
Under Sections 13(d). 13(g). and 23 of the
Securities Exchange Act of 1934 and the rules and
regulations thereunder, the Board is authorized to
solicit the information required to be supplied by
this schedule by certain security holders of certain
banks.
Disclosure of the information specified in this
schedule is mandatory, except for Social Security
or l.R.S. identification numbers the disclosure of
which is voluntary. The information will be used
for the primary purpose of determining and disclos
ing the holdings of certain beneficial owners of cer
tain equity securities. This statement will be made a
matter of public record. Therefore, any information
given will be available for inspection by any mem
ber of the public.
Failure to disclose the information requested by
this schedule, except for Social Security or l.R.S.
identification numbers, may result in civil or crim
inal action against the persons involved for viola
tion of the Federal securities laws and rules prom
ulgated thereunder.

GENERAL INSTRUCTIONS
A.
Statements containing the information re
quired by this Form shall be filed not later than
February 14 following the calendar year covered by
the statem ent or within the time specified in
$ 335.-Uh)(2)(ii)(B). if applicable.

B. Information contained in a form which is re
quired to be filed by the Securities and Exchange
Commission's rules under Section 13(f) of the Act
[15 U.S.C. 78m(f)| for the same calendar year as
that covered by a statement on this Form may be
incorporated by reference in response to any of the
items of this Form. If such information is incorpo
rated by reference in this Form, copies of the rel
evant pages of such form shall be filed as an ex
hibit to this Form.
C. The item numbers and captions of the items
shall be included but the text of the items is to be
omitted. The answers to the items shall be so pre
pared as to indicate clearly the coverage of the
items without referring to the text of the items.
Answer every item. If an item is inapplicable or the
answer is in the negative, so state.

Item 1(a). Name of Bank:
Item 1(b). Address of Bank’s Principal Office:
Item 21a). Name of Person Filing:
Item 2(b). Address of Principal Business
Office or. if none. Residence:
Item 2(c). Citizenship:
Item 2(d). Title of Class of Securities:

FORM F - 11A

Item 3. If this statement is filed pursuant to $
206.4t h)(3)(i) or 206.4(h)(4)(ii) check whether the
person filing is a:
(a) [ 1 Broker or Dealer registered under Sec
tion 15 of the Act.
(b) [ 1 Bank as defined in Section 3(a)(6) of
the Act.
(c) ( 1 Insurance Company as defined in Sec
tion 3(a)( 19) of the Act.
id) [ ] Investment Company registered under
Section 3 of the Investment Company Act.
ie) [ 1 Investm ent Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
if) f 1 Employee Benefit Plan. Pension Fund
which is subject to the provisions of the Employee
Retirement Income Security Act of 1974. or En
dowment Fund.
(g) [ | Parent Holding Company, in accordance
with $ 206.41 h)(3)(ii)( A)(2)(g) (Note: See Item 7).
(h) [ 1 Group, in accordance with $ 206.4(h)
(3)(ii)< A)(2Xh).
Item 4. O w nership. If the per cent of the ciass
owned, as of December 31 of the year covered by
the statement, or as of the last day of any month
described in $ 206.4(h)(3)(B) if applicable, exceeds
five per cent, provide the following information as
of that date and identify those shares for which
there is a right to acquire.
(a) Amount beneficially owned.
ib) Per cent of class.
i c ) Number of shares as to which such person
has
(i) Sole power to vote or to direct the vote.
(ii) Shared power to vote or to direct the vote.
(iii) Sole power to dispose or to direct the dis
position of.
liv) Shared power to dispose or to direct the
disposition of.
Instruction. For com p u tation s regarding secu rities
which reoresent a right to acquire an underlying security
-ee 4 206.44 h n 5 n i v n A).
Item 5. Ownership of five per cent or less of a
ciass. If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than
five per cent of the class of securities, check the
.
following j |
Instructions. D issolu tion o f a group requires a re'Oon.se to this item

REGULATION F

Item 6. Ownership of more than five per cent
on behaif of another person. If any other person
is known to have the right to receive or the power
to direct the receipt of dividends from, or the pro
ceeds from the sale of. such securities, a statement
to that effect should be included in response to this
item and. if such interest relates to more than five
per cent of the ciass. such person should be identi
fied. A listing of the shareholders of an investment
company registered under the Investment Company
Act of 1940 or the beneficiaries of employee be
nefit plan, pension fund or endowment fund is not
required.

Item 7. Identification and classification of the
subsidiary which acquired the security being re
ported on by the parent holding company. If a
parent holding company has filed this schedule,
pursuant to $ 206.4(hX3)( ii)(A)(2)(g), so indicate
under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed
this schedule pursuant to § 206.-Wh)(2)(ii). attach
an exhibit stating the identification of the relevant
subsidiary.

Item 8. Identification and classification of
members of the group. If a group has filed this
schedule pursuant to $ 206.4ihH3 )(ii 1(A)(2)(h). so
indicate under Item 3(h) and attach an exhibit stat
ing the identity and Item 3 classification of each
member of the group. If a group has filed this sche
dule pursuant to $ 206.4<hi(3)(iii). attach an exhibit
stating the identity of each member of the group.

Item 9. Notice of dissolution of group. Notice
of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that
ail further filings with respect to transactions in the
security reported on will be filed, if required, by
members of the group in their individual capacity.
See Item 5.
Item 10. Certification. The following certifica
tion shail be included if the statement is fiied pur
suant to $ 206.4ihi(3)ui).
By signing beiow I certify that, to the best of my
knowledge and belief, the securities referred to
aoove were acquired in the ordinary course of busi
ness and were not acquired for the purpose of and
do not nave the effect of changing or influencing
the control of the bank and were not acquired in
connection with or as a participant in any transac
tion having such purposes or effect.

FORM F-l 1A

SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief. 1 certify that the information
set forth in this statement is true, complete and cor
rect.
Date ________________________________________
Signature_____________________________________

REGULATION F

his authorized representative. If the statement is
signed on behalf of a person by his authorized rep
resentative (other than an executive officer or gen
eral partner of the filing person), evidence of the
representative's authority to sign on behalf of such
person shall be filed with the statement. The name
and any title of each person who signs the state
ment shall be typed or printed beneath his signa
ture.

Name/Title ___________________________________
The original statement shall be signed by each
person on whose behalf the statement is riled, or by

Note. — Eight copies of this statement, including
all exhibits, should be filed with the Board.

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

FRASER