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(v) The transaction involves services as & bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or other similar service;
(vi) The interest of the specified person, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, does not exceed $30,000.
7. Information shall be furnished in answer to this item with respect to transactions not excluded above that involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of such person arises solely from the ownership individually and in the aggregate of less than a 10 percent interest in another person furnishing the services to the bank or its subsidiaries.
Item 13—Capital Stock Being Registered.
If capital stock is being registered, state the title of the class and furnish the following information:
(a) Outline briefly (1) dividend rights; (2) voting rights; (3) liquidation rights; (4) preemptive rights; (5) conversion rights; (6) redemption provisions; (7) sinking fund provisions; and (8) liability to further calls or to assessment by the bank.
(b) It the rights of holders of such stock may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class, so state and explain briefly.
(c) Outline briefly any restriction on the repurchase or redemption of shares by the bank while there is any arrearage in the payment of dividends or sinking fund installments. If there is no such restriction, SO state.
Instructions. 1. This item requires only a brief summary of the provisions that are pertinent from an investment standpoint. A complete legal description of the provisions referred to is not required and should not be given. Do not set forth the provisions of the governing instruments verbatim; only a succinct resume is required.
2. If the rights evidenced by the securities being registered are materially limited or qualified by the rights of any other class of securities, include such information regarding such other securities as will enable investors to understand the rights evidenced by securities being registered. If any securities being registered are to be offered in exchange for other securities, an appropriate description of such other securities shall be given. No information need be given, however, to any class of securities all of which will be redeemed and retired if appropriate steps to assure such redemption and retirement will be taken prior to registration of the securities being registered.
Item 14-Long-Term Debt Being Registered.
I long-term debt is being registered, outline briefly such of the following as are relevant:
(a) Provisions with respect to interest, conversion, maturity, redemption, amortization, sinking fund, or retirement.
(b) Provisions restricting the declaration of dividends or the creation or maintenance of reserves.
(c) Provisions permitting or restricting the issuance of additional securities, the withdrawal of cash deposited against such issuance, the incurring of additional debt, the modification of the terms of the security, and similar provisions.
(d) The name of the trustee and the nature of any material relationship with the bank or any of its affiliates; the percentage of securities of the class necessary to require the trustee to take action, and what indemnification the trustee may require before proceeding to enforce the len.
Instructions. The instructions to Item 13 shall also apply to this item.
Item 15-Other Securities Being Registered.
If securities other than capital stock or long-term debt are being registered, outline briefly the rights evidenced thereby. If subscription warrants or rights are being registered, state the title and amount of securities called for, the period during which and the price at which the warrants or rights are exercisable.
Instructions. The instructions to Item 13 shall also apply to this item.
Item 16—Recent Sales of Securities.
Furnish the following information as to all securities of the bank sold by the bank within the past 3 years, or presently proposed to be sold. Include securities issued in exchange for property, services, or other securities.
(a) Give the date of sale, title, and amount of securities sold.
(b) Give the names of the principal underwriters, if any. As to any securities sold privately, 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 underwriting discounts or commissions. As to any securities sold otherwise than for cash, state the nature of the transaction and the nature and aggregate amount of consideration received by the bank.
Instructions. 1. Information need not be set forth as to notes, drafts, bills of exchange, or bank acceptances that mature not later than 18 months from the date of issuance.
2. If the sales were made in a series of transactions, the information may be given by such totals and periods as will reasonably convey the information required.
Item 17-Financial Statements and Exhibits.
List all financial statements and exhibits filed as a part of the registration statement.
(a) Financial statements.
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 authorized.
(Name of bank) By
(Name and title of signing officer) Date INSTRUCTIONS AS TO FINANCIAL STATEMENTS
These instructions specify the balance sheets and statements of income required to be filed as a part of a registration statement on this form. Section 335.7 governs the verification, form, and content of the balance sheets and statements of income required, including the basis of consolidation, and prescribes the statement of changes in capital accounts and the schedules to be filed in support thereof.
of the bank unless such fiscal year has ended within 90 days prior to the date of filing the registration statement, in which case this balance sheet may be as of the close of the preceding fiscal year.
(b) If the latest fiscal year of the bank has ended within 90 days prior to the date of filing the registration statement, and the balance sheet required 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, & verified consolidated balance sheet of the bank and such subsidiaries as of the end of the latest fiscal year.
5. Consolidated Statement of Income.
(a) There shall be filed verified statements of income of the bank and its majorityowned (i) bank premises subsidiaries, (11) subsidiaries doing a foreign banking business, and (111) significant subsidiaries, for each of the 3 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 consolidated statement of income of the bank and such subsidiaries for the fiscal year immediately preceding the date of the balance sheet.
A, FINANCIAL STATEMENTS OF THE BANK
1. Balance Sheets.
(a) The bank shall file a verified balance sheet as of the close of its latest fiscal year unless such fiscal year has ended within 90 days prior to the date of filing the registration statement, in which case the balance sheet may be as of the close of the preceding fiscal year.
(b) If the latest fiscal year of the bank has ended within 90 days prior to the date of filing the registration statement and the balance sheet required 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 verified 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 3 fiscal years preceding the date of the balance sheet required by Instruction 1(a).
(b) There shall be filed with each balance sheet filed pursuant to Instruction 1(b) & verified statement of income of the bank for the fiscal year immediately preceding the date of the balance sheet.
3. Omission of Bank's Financial State. ments 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.
D. SPECIAL PROVISIONS
7. Successon 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 statements 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 appropriate, that would be required if they were registering securites under the Act. In addition, there shall be filled a balance sheet of the bank giving effect to the plan of succession. These balance sheets
B. CONSOLIDATED STATEMENTS
4. Consolidated Balance Sheets.
(a) There shall be filed a verified consolidated balance sheet of the bank and its majority-owned (1) bank premises subsidiaries, (ii) subsidiaries doing a foreign banking business, and (iii) significant subsidiaries, as of the close of the latest fiscal year
shall be set forth in such form, preferably columnar, as will show in related manner the balance sheets of the constituent businesses, the changes to be effected in the succession and the balance sheet of the bank after giving effect to the plan of succession. By a footnote or otherwise, a brief explanation of the changes shall be given.
(c) This instruction shall not apply with respect to the bank's succession to the business of any majority-owned subsidiary or to any acquisition 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 balance sheet filed pursuant to Part A or B above and for any business to be directly or indirectly acquired by the bank, the financial statements that would be required if such business were a registrant.
(b) The acquisition of securities shall be deemed to be the acquisition of a business if such securities give control of the business or combined with securities already held give such control. In addition, the acquisition of securities that will extend the bank's control of a business shall be deemed the acquisition of the business if any of the securities being registered hereunder are to be offered in exchange for the securities to be acquired.
(c) No financial statements need be filed, however, for any business acquired or to be acquired from a majority-owned subsidiary. In addition, the statements of any one or more businesses may be omitted if such businesses, considered in the aggregate as & single subsidiary, would not constitute a significant subsidiary.
9. Filing of Other Statements in Certain Cases.
The Corporation 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 Corporation may also require the filing of other statements in addition to, or in substitution for, the statements herein required in any case where such statements are necessary or appropriate for an adequate presentation of the financial condition of any person whose financial statements are required, or whose statements are otherwise necessary for the protection of investors.
or review of the accounts specified. It should not be detailed beyond a point material to an investor.
11. Revaluation of Assets.
(a) If there were any material increases or decreases resulting from revaluing of assets, state (1) in what year or years such revaluations were made; (2) the amounts of such increases or decreases, and the accounts affected, including all related entries; and (3) if in connection with such revaluations any related adjustments were made in reserve accounts and amounts with explanations.
(b) Information is not required as to adjustments 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 respect to any revaluation entry that was subsequently reversed or with respect to the reversal of a revaluation entry recorded prior to the period if a statement as to the reversal is made.
12. Capital Shares.
(a) If there were any material 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 resulting from the declaration of share dividends.
(b) If there was an original issue of capital shares, any part of the proceeds of which was credited to accounts other than capital stock accounts, state the title of the class, the accounts, and the
respective amounts credited thereto.
13. Debt Discount and Expense Written Of.
If any material amount of debt discount and expense, on long-term debt still outstanding, was written off earlier than as required under any periodic amortization plan, give the following information: (1) title of the securities, (2) date of the writeoff, (3) amount written off, and (4) to what account charged.
14. Premiums and Discount and Expense on Securities Retired.
If any material amount of long-term debt or preferred shares was retired, and if either the retirement was made at a premium or there remained, at the time of retirement, a material 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.
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,
E. HISTORICAL FINANCIAL INFORMATION
10. Scope of Part E.
The information required by Part E shall be furnished for the 7-year period preceding the period for which statements of income are filed, as to the accounts of each person whose balance sheet is filed. The information is to be given as to all of the accounts specified whether they are presently carried on the books or not. Part E does not call for verification, but only for a survey
or the declaration or payment of dividends, state (1) the year or years in which such increases or decreases were made; (2) the nature and amounts thereof; and (3) the accounts affected, including all material related entries. Instruction 10(c) above also applies here.
The information shall be furnished, to the extent material, as to any predecessor of the bank from the beginning of the period to the date of succession, not only as to the entries made respectively in the books of the predecessor or the successor, but also as to the changes effected in the transfer of the assets from the precedessor. No information need be furnished, however, as to any one or more predecessors that, considered in the aggregate, would not constitute a significant predecessor.
17. Omission of Certain Information.
(a) No information need be furnished as to any subsidiary, 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 information is required above.
(b) No information need be furnished hereunder as to any one or more unconsolidated subsidiaries for which separate financial statements are filed if all subsidiaries for which the information is so omitted, considered in the aggregate, would not constitute a significant subsidiary.
(c) Only the information specified in Instruction 10 need be given as to any predecessor or any subsidiary thereof is immediately prior to the date of succession thereto by a person for which information is required, the precedessor or subsidiary was in insolvency proceedings.
INSTRUCTIONS AS TO EXHIBIT Subject to the rules regarding incorporation by reference, the following exhibits shall be filed as a part 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 17.
1. Copies of the charter (or a composite or restatement thereof) and the bylaws (or instruments corresponding thereto) as presently in effect.
2. Copies of any plan of acquisition, reorganization, readjustment, or succession described in answer to Items 3 and 16.
3. (a) Specimens or copies of all securities being registered hereunder, and copies of all constituent instruments defining the rights of holders of long-term debt of the bank and of all subsidiaries 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 being registered hereunder if the total amount of securities authorized thereunder does not exceed 25 percent 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 Corporation upon request, (2) any instrument with respect to any class of securities if appropriate steps to assure the redemption or retirement of such class will be taken prior to or upon delivery by the bank of the securities being registered, or (3) copies of instruments evidencing scrip certificates for fractions of shares.
4. Copies of all pension, retirement, or other deferred compensation plans, contracts, or arrangements. If any such plan, contract, or arrangement is not set forth in a formal document, furnish 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 specimen 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 referred to in answer to Item 11.
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 2 years before such filing and performance of which has not been completed. Only contracts need be filed as to which the bank or a subsidiary is a party or has succeeded to a party by assumption or assignment, or in which the bank or such subsidiary has a beneficial interest.
(b) If the contract is such as ordinarily accompanies the kind of business conducted by the bank and its subsidiaries, it is made in the ordinary course of business and need not be filed, unless it falls within one or more of the following categories, in which case it should be filed except where immaterial in amount or significance:
(1) Directors, officers, promoters, voting trustee, or security holders named in answer to Item 11(a) are parties thereto except where the contract merely involves purchase or sale of current assets having a determinable market price, at such price.
(2) It calls for the acquisition or sale of fixed assets for a consideration exceeding 50 percent of the value of all fixed assets of the bank and its subsidiaries.
(3) It is a lease under which a significant part of the property described under Item 4 is held by the bank, or
(4) The amount of the contract, or its importance to business of the bank and its
subsidiaries, is material, and the terms and conditions are of a nature of which investors reasonably should be informed.
(c) Any bonus or profit-sharing plan, contract, or arrangement shall be deemed material and shall be filed. § 335.42 Form for annual report of bank (Form F-2).
PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
(Exact name of bànk as specified in charter)
(Address of principal office)
GENERAL INSTRUCTIONS A. Preparation of Report.
This form is not to be used as a blank form to be filled in but only as a guide in the preparation of an annual report. The report shall contain the numbers and captions of all items required to be answered, but the text of such items may be omitted if the answers with respect thereto are prepäred in the manner specified in § 335.4(s). Particular attention should be given to the definitions in § 335.2 and the general requirements in § 335.4. Except as otherwise stated, the information required shall be given as of the end of the bank's fiscal year, or as of the latest practicable date subsequent thereto.
B. Reports by Banks Filing Proxy Statements and Statements Where Management Does Not Solicit Proxies.
Items 4 through 6 shall not be restated or answered by any bank that, since the close of its fiscal year, has filed with the Corporation, with respect to an election of directors, & proxy statement or statement where management does not solicit proxies pursuant to § 335.5(a). The incorporation of such statement by reference in answer to such items is not required. Any financial statements contained in such statement or in an annual report to security holders furnished to the Corporation pursuant to § 335.5(c) may be incorporated by reference if such financial statements substantially meet the requirements of this form.
C. Reports by Banks Not Filing Proxy Statements of Statements Where Management Does Not Solicit Proxies.
Information contained in an annual report to security holders furnished to the Corporation pursuant to Instruction D below, by any bank not subject to Instruction B, may be incorporated by reference in answer or partial answer to any item of this form. In addition, any financial statements contained in any such annual report may be incorporated by reference if such financial statements substantially meet the requirements of this form.
D. Annual Reports to Stockholders.
Every bank that files an annual report on this form shall furnish to the Corporation for its information four copies of any annual report to security holders covering such registrant bank's latest fiscal year, unless copies thereof are furnished to the Corporation pursuant to $ 335.5. Such report shall be mailed to the Corporation not later than the date on which it is first sent or given to security holders, but shall not be deemed to be "filled" with the Corporation or otherwise subject to the liabilities of section 18 of the Act, except to the extent that the bank specifically requests that it be treated as a part of its annual report on this form or incorporates it herein by reference. If no annual report is submitted to security holders for the bank's latest fiscal year, the Corporation shall be so advised.
INFORMATION REQUIRED IN REPORT Item 1-Securities Registered.
As to each class of securities of the bank that is registered pursuant to section 12 of the Act, state the title of such class, the name of the exchange, if any, on which registered, and the number of holders of record of such class.
Item 2-Parents and Subsidiaries of the Bank.
Furnish a list or diagram showing the 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.
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 of each person named to the bank and to the other persons named. If any person is controlled by means of the direct ownership of its securities by two or more persons, so indicate by appropriate cross reference.
3. Designate by appropriate symbols (a) subsidiaries for which separate financial statements are filed; (b) subsidiaries included in the respective consolidated finan. cial statements; and (c) other subsidiaries, indicating briefly why statements of such subsidiaries are not filed.
4. Indicate the name of the country in which each foreign subsidiary was organized.
5. The names of particular subsidiaries may be omitted if the unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.
6. A person, approximately 50 percent of whose voting securities are owned, directly or indirectly by the bank, and approximately 50 percent of whose voting securities are owned, directly or indirectly, by another person, shall be considered a subsidiary for the purpose of this item.