(p) The term "option" means any option, warrant, or right other than those issued to security holders on a pro rata basis.

(q) The term "parent" of a specified person is a person controlling such person directly, or indirectly through one or more intermediaries.

(r) The term "plan" includes all plans, contracts, authorizations, or arrangements, whether or not set forth in any formal document.

(s) The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions.

(t) The terms "previously filed" and "previously reported" mean previously filed with, or reported in, a registration statement under section 12, a report under section 13, or a definitive proxy statement or similar statement under section 14 of the Act, which statement or report has been filed with the Corporation provided that information contained in any such document shall be deemed to have been previously filed with or reported to an exchange only if such document is filed with such exchange.

(u) The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.

(v) The term "promoter" includes: (1) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the bank; (2) any person who, in connection with the founding and organizing of the bank, directly or indirectly receives in consideration of services or property or both services and property 10 percent or more of any class of securities of the bank or 10 percent or more of the proceeds from the sale of any class of such securities. A person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not, however, be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the bank.

(w) The term "proxy" includes every proxy, consent, or authorization within the meaning of section 14(a) of the Act. The consent or authorization may take the form of failure to object or to dissent.

(x) The terms "qualified stock option", "restricted stock option", and "employee stock purchase plan" have the meanings given them in sections 422 through 424 of the Internal Revenue Code of 1954. (y) The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

(z) The term "significant subsidiary” means a subsidiary meeting either of the following conditions:

(1) The investments in the subsidiary by its parent plus the parent's proportion of the investments in such subsidiary by the parent's other subsidiaries, if any, exceed 5 percent of the equity capital accounts of the bank. "Investments" refers to the amount carried on the books of the parent and other subsidiaries or the amount equivalent to the parent's proportionate share in the equity capital accounts of the subsidiary, whichever is greater.

(2) The parent's proportion of the gross operating revenues of the subsidiary exceeds 5 percent of the gross operating revenues of the parent.

(aa) The terms "solicit” and “solicitation" mean (1) any request for a proxy whether or not accompanied by or included in a form of proxy; (2) any request to execute or not to execute, or to revoke, a proxy; or (3) the furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy. The terms do not apply, however, to the furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder, the performance by the bank of acts required by § 335.5 (h), or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

(bb) The term "subsidiary" means any corporation, business trust, association, or similar organization of which the bank, either directly or through one or more intermediaries, (1) owns beneficially a majority of the voting securities, (2) holds a majority of the voting securities as trustee for the benefit of the holders of a class of stock of the bank, pro rata, or (3) has the power to elect a majority of the directors, trustees, or other persons exercising similar functions except where such power (i) exists by reason of ownership or control of voting securities by the bank in a fiduciary capacity, or (ii) was obtained in the

course of securing or collecting a debt previously contracted in good faith.

(cc) The term "succession" means the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. The term does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. The terms "succeed" and "successor" have meanings correlative to the foregoing.

(dd) The term "verified, when used with respect to financial statements, means either (1) certified by an independent public accountant, or (2) signed in accordance with § 335.7(b) (2) by the person principally responsible for the accounting records of the bank (the "principal accounting officer") and by the person principally responsible for the audit procedures of the bank (the "auditor"); except that the term "verified" shall mean certified by an independent public accountant in any case in which the Corporation so informs the bank concerned, in writing, at least 90 days prior to the end of the fiscal year to which the financial statements will relate.

(ee) The term "voting securities" means securities the holders of which are presently entitled to vote for the election of directors.

(ff) The terms "beneficial ownership," "benefically owned," and the like, when used with respect to the reporting of ownership of the bank's equity securities in any statement or report required by this regulation, shall include, in addition to direct and indirect beneficial ownership by the reporting person, ownership of such securities (1) by the spouse (except where legally separated) and minor children of such reporting person, and (2) by any other relative of the reporting person who has the same home as such person.

[30 F.R. 396, Jan. 12, 1965, as amended at 32 F.R. 17470, Dec. 6, 1967; 34 F.R. 20320, Dec. 30, 1969]

§ 335.3 Inspection and publication of information filed under the Act.

(a) Filing of material with the Corporation. All papers required to be filed with the Corporation pursuant to the Act or regulations thereunder shall be filed at its office in Washington, D.C. Material may be filed by delivery to the Corporation, through the mails, or otherwise. The date on which papers

are actually received by the Corporation shall be the date of filing thereof if all of the requirements with respect to the filing have been complied with.

(b) Inspection. Except as provided in paragraph (c) of this section, all information filed regarding a security registered with the Corporation will be available for inspection at the Federal Deposit Insurance Corporation, 550 17th Street NW., Washington, D.C. In addition, copies of the registration statement and reports required by § 335.4 (exclusive of exhibits), the statements required by § 335.5(a), and the annual reports to security holders required by § 335.5 (c) will be available for inspection at the New York, Chicago, and San Francisco Federal Reserve Banks and at the Reserve bank of the district in which the bank filing the statements or reports is located.

(c) Nondisclosure of certain information filed. Any person filing any statement, report, or document under the Act may make written objection to the public disclosure of any information contained therein in accordance with the procedure set forth below:

(1) The person shall omit from the statement, report, or document, when it is filed, the portion thereof that it desires to keep undisclosed (hereinafter called the confidential portion). In lieu thereof, it shall indicate at the appropriate place in the statement, report, or document that the confidential portion has been so omitted and filed separately with the Corporation.

(2) The person shall file with the copies of the statement, report, or document filed with the Corporation:

(i) as many copies of the confidential portion, each clearly marked "Confidential Treatment", as there are copies of the statement, report, or document filed with the Corporation and with each exchange, if any. Each copy shall contain the complete text of the item and, notwithstanding that the confidential portion does not constitute the whole of the answer, the entire answer thereto; except that in case the confidential portion is part of a financial statement or schedule, only the particular financial statement or schedule need be included. All copies of the confidential portion shall be in the same form as the remainder of the statement, report, or document;

(ii) an application making objection to the disclosure of the confidential portion. Such application shall be on a

sheet or sheets separate from the confidential portion, and shall contain (a) an identification of the portion of the statement, report, or document that has been omitted, (b) a statement of the grounds of objection, (c) consent that the Corporation may determine the question of public disclosure upon the basis of the application, subject to proper judicial reviews, (d) the name of each exchange, if any, with which the statement, report, or document is filed. The copies of the confidential portion and the application filed in accordance with this subparagraph shall be enclosed in a separate envelope marked "Confidential Treatment" and addressed to Secretary, Federal Deposit Insurance Corporation, Washington, D.C. 20429.

(3) Pending the determination by the Corporation as to the objection filed in accordance with subparagraph (2) of this paragraph, the confidential portion will not be disclosed by the Corporation.

(4) If the Corporation determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the statement, report, or document.

(5) If the Corporation shall have determined that disclosure of the confidential portion is in the public interest, a finding and determination to that effect will be entered and notice of the finding and determination will be sent by registered or certified mail to the person.

(6) The confidential portion shall be made available to the public:

(i) Upon the lapse of 15 days after the dispatch of notice by registered or certified mail of the finding and determination of the Corporation described in subparagraph (5) of this paragraph, if prior to the lapse of such 15 days the person shall not have filed a written statement that he intends in good faith to seek judicial review of the finding and determination;

(ii) Upon the lapse of 60 days after the dispatch of notice by registered or certified mail of the finding and determination of the Corporation, if the statement described in clause (i) shall have been filed and if a petition for judicial review shall not have been filed within such 60 days; or

(iii) If such petition for judicial review shall have been filed within such 60 days, upon final disposition, adverse to the person, of the judicial proceedings.

(a) Requirement of registration statement. Securities of a bank shall be registered under the provisions of either section 12(b) or section 12(g) of the Act by filing a statement in conformity with the requirements of Form F-1 (or Form F-10, in the case of registration of an additional class of securities). No registration shall be required under the provisions of section 12(b) or section 12(g) of the Act of any warrant or certificate evidencing a right to subscribe to or otherwise acquire a security of a bank if such warrant or certificate by its terms expires within 90 days after the issuance thereof.

(b) Registration effective as to class or series. Depending upon whether the security is to be listed on an exchange, registration shall become effective as provided in section 12(d) or section 12(g) (1) of the Act as to the entire class of such security, then or thereafter authorized. If, however, a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this paragraph.

(c) Acceleration of effectiveness of registration. A request for acceleration of the effective date of registration shall be made in writing by either the bank, an exchange, or both and shall briefly describe the reasons therefor.

(d) Exchange certification. (1) Certification that a security has been approved by an exchange for listing and registration pursuant to section 12(d) of the Act shall be made by the governing committee or other corresponding authority of the exchange.

(2) The certification shall specify (i) the approval of the exchange for listing and registration; (ii) the title of the security so approved; (iii) the date of filing with the exchange of the registration statement and of any amendments thereto; and (iv) any conditions imposed on such certification. The exchange

shall promptly notify the Corporation of the partial or complete satisfaction of any such conditions.

(3) The certification may be made by telegram but in such case shall be confirmed in writing All certifications in writing and all amendments thereto shall be filed with the Corporation in duplicate and at least one copy shall be manually signed by the appropriate exchange authority.

(4) The date of receipt by the Corporation of the certification approving a security for listing and registration shall be the date on which the certification is actually received by the Corporation or the date on which the registration statement to which the certification relates is actually received by the Corporation, whichever date is later.

(5) If an amendement to the registration statement is filed with the exchange and with the Corporation after the receipt by the Corporation of the certification of the exchange approving the security for listing and registration, the certification, unless withdrawn, shall be deemed made with reference to the statement as amended.

(6) An exchange may, by notice to the Corporation, withdraw its certification prior to the time that the registration to which it relates first becomes effective pursuant to paragraph (b) of this section.

(e) Requirement of annual reports. Every registrant bank shall file an annual report for each fiscal year after the last full fiscal year for which financial statements were filed with the registration statement. The report, which shall conform to the requirements of Form F-2, shall be filed within 90 days after the close of the fiscal year or within 30 days of the mailing of the bank's annual report to stockholders, whichever occurs first.

(f) Exception from requirement for annual report. Nowithstanding paragraph (e) of this section, any bank that has filed, within the period prescribed for filing an annual report pursuant to that paragraph, a registration statement that has become effective and is not subject to any proceeding under section 15(c) or section 19 (a) of the Act, or to an order thereunder, need not file an annual report if such statement covers the fiscal period that would be covered by such annual report and contains all

of the information, including financial statements and exhibits, required for annual reports.

(g) Current reports and/or statements. (1) Every registrant bank shall file a current report in conformity with the requirements of Form F-3 within 10 days after the close of any month during which any of the events specified in that form occurs, unless substantially the same information as required by that form has been previously reported by the bank.

(2) Any person who, after acquiring, subsequent to July 29, 1968, directly or indirectly the beneficial ownership of any equity security of a bank, of a class which is registered pursuant to section 12 of the Act, is directly or indirectly the beneficial owner of more than 10 percent of such class shall, within 10 days after such acquisition, send to the bank at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Corporation a statement containing the information required by Form F-11.

(3) If any material change occurs in the facts set forth in the statement required by subparagraph (2) of this paragraph, the person who filed such statement shall promptly file with the Corporation and send to the bank and the exchange an amendment disclosing such change.

(4) When a person other than the issuing bank or any person described in section 13 (e) (2) of the Act makes a tender offer for, or request or invitation for tenders of, any class of equity securities of a bank subject to section 13 (e) of the Act, and such person has filed a statement with the Corporation pursuant to § 335.5(1) and the issuing bank has received notice thereof, such issuing bank or any person described in section 13(e) (2) of the Act shall not thereafter, during the period such tender offer, request or invitation continues, purchase any equity securities of the issuing bank unless:

(i) The issuing bank or any person described in section 13 (e) (2) of the Act has filed with the Corporation a statement containing the information specified below with respect to proposed purchases:

(a) The title and amount of securities to be purchased, the names of the persons or classes of persons from whom, and the market in which, the securities

are to be purchased, including the name of any exchange on which the purchase is to be made;

(b) The purpose for which the purchase is to be made and any plan or proposal for the disposition of such securities; and

(c) The source and amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading the securities, a description of the transaction and the names of the parties thereto.

(ii) The issuing bank or any person described in section 13 (e) (2) of the Act has at any time within the past 6 months sent or given to the equity security holders of the issuing bank the substance of the information contained in the statement required by subparagraph (i): Provided, however, That any issuing bank or any person described in section 13(e) (2) of the Act making such purchases which commenced prior to August 8, 1968, shall, if such purchases continue after such date, comply with the provisions of this subparagraph on or before August 20, 1968.

(h) Quarterly reports. Every registrant bank shall file a quarterly report in conformity with the requirements of Form F-4 for each fiscal quarter ending after the close of the latest fiscal year for which financial statements were filed in a registration statement except that no report need be filed for the fiscal quarter which coincides with the end of the fiscal year of the bank. Such reports shall be filed not later than 30 days after the end of such quarterly period, except that the report for any period ending prior to the date on which a class of securities of the bank first becomes effectively registered may be filed not later than 30 days after the effective date of such registration.

(i) Additional information. In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.

(j) Information not available. Information required need be given only insofar as it is known or reasonably avail

able to the bank. If any required information is unknown and not reasonably available to the bank, either because the obtaining thereof would involve unreasonable effort or expense or because it rests peculiarly within the knowledge of another person not affiliated with the bank, the information may be omitted, subject to the following conditions:

(1) The bank shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense together with the sources thereof, and

(2) The bank shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information. No such request need be made, however, to any foreign government, or an agency or instrumentality thereof, if, in the opinion of the bank, such request would be harmful to existing relationships.

(k) Disclaimer of control. If the existence of control is open to reasonable doubt in any instance, the bank may disclaim the existence of control and any admission thereof; in such case, however, the bank shall state the material facts pertinent to the possible existence of control.

(1) Incorporation by reference. (1) Matter contained in any part of a statement or report, other than exhibits, may be incorporated by reference in answer or partial answer to any item of the statement or report. Matter contained in an exhibit may be so incorporated to the extent permitted in paragraph (m) of this section. A registration statement for an additional class of securities of the bank may incorporate by reference any item contained in a previous registration statement or report.

(2) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear, or confusing.

(m) Summaries or outlines of documents. Where an item requires a summary or outline of the provisions of any