actuarial basis under any plan which provides for fixed benefits in the event of retirement at a specified age or after a specifed number of years of service.

[31 F.R. 6951, May 12, 1966, as amended at 32 F.R. 3090, Feb. 21, 1967]

SCHEDULE B

Item 4. Bonus, profit sharing, and other remuneration plans. If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan, furnish the following information:

(a) A brief description of the material features of the plan, each class of persons who will participate therein, the approximate number of persons in each such class, and the basis of such participation.

(b) The amounts which would have been distributable under the plan during the last calendar year to (1) directors and principal officers as a group, and (2) to all other employees as a group, if the plan had been in effect.

(c) If the plan to be acted upon may be amended (other than by a vote of security holders) in a manner which would materially increase the cost thereof to the bank or would materially alter the allocation of the benefits as between the groups specified in paragraph (b), the nature of such amendments should be specified.

Item 5. Pensions and retirement plans. If action is to be taken with respect to any pension or retirement plan, describe briefly the material features of the plan with an indication of the estimated cost of funding past services and the estimated annual payments with respect to current services.

Item 6. Options, warrants, and rights. If action is to be taken with respect to the granting or extension of any options, warrants, or rights (all referred to herein as "warrants") to purchase stock of the bank, other than warrants issued to all stockholders on a pro rata basis, furnish for such warrants the following information:

(a) The title and amount of stock called for or to be called for, the prices, expiration dates, and other material conditions upon which the warrants may be exercised and the market price of the stock called for or to be called for as of the latest practicable date. (b) If known, state separately the amount of stock called for or to be called for by warrants received or to be received by the following persons, naming each such person: (1) Each director of the bank or each nominee for election as a director of the bank, and (2) each other person who will be entitled to acquire 5 percent or more of the stock called for or to be called for by such warrants.

(c) If known, state also the total amount of the stock called for or to be called for by such warrants, received or to be received by all directors and principal officers of the bank as a group, without naming them.

Item 7. Authorization or issuance of securities. (a) If action is to be taken with respect to the authorization or issuance of

any security, furnish the title and amount of securities to be authorized or issued.

(b) If the securities are other than additional shares of common stock of a class outstanding, furnish a brief summary of the following, if applicable; dividend, voting liquidation, pre-emptive, and conversion rights, redemption and sinking fund provisions, interest rate and date of maturity. [Instruction: This item requires only a brief summary. A complete legal description or a verbatim recitation of the provisions referred to is not required and should not be given.]

(c) If the securities to be authorized or issued are other than additional shares of common stock of a class outstanding, the Comptroller may require financial statements comparable to those contained in the annual report prescribed in Part 10 to be furnished.

Item 8. Amendment of Articles of Association. If action is to be taken with respect to any amendment of the Articles of Association, or other organizational instruments as to which information is not required above, state briefly the reasons for and general effect of such amendment and the vote needed for its approval.

Item 9. Mergers, consolidations, acquisitions, and similar matters. (a) If action is to be taken with respect to a merger, consolidation, acquisition, or similar matter, furnish in brief outline the following information:

(1) 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.

(2) The material features of the plan or agreement.

(3) The names of the directors and principal officers of the constituent banks together with the number of shares of stock each owns beneficially in each of the banks as well as the number of shares each will receive as a result of the merger, acquisition, or consolidation.

(4) If any director or officer has entered into or has agreed to enter into an employment contract with the resulting bank, state the name of such officer or director together with a brief description of the contract,

(5) Furnish a table showing the adjusted book value per share of stock of each constituent bank for the last 3 years together with the pro forma book value per share of the resulting bank.

(6) If available, the range of bid and asked prices for the stock of each constituent bank during the previous year and the currently quoted bid and asked prices.

(7) The percentage of outstanding shares which must approve the transaction before it is consummated.

(b) For each bank involved in a merger,

consolidation, or acquisition, the following financial statements should be furnished:

(1) A comparative balance sheet as of the close of the last 2 fiscal years.

(2) A comparative statement of operating income and expenses for each of the last 2 fiscal years, and as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share.

(3) A pro forma combined balance sheet and income and expense statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting bank.

(c) In cases where the resulting bank will be a subsidiary of a bank holding company and shares of the holding company are to be issued to stockholders in lieu of shares in the resulting bank, the applicable financial information required by subparagraph (b) above, shall be furnished for the holding company.

(d) Where stockholders are to receive shares of a holding company, such shares shall be described in the manner required by § 16.4 (i) and any material differences in the rights accorded holders of the holding company shares as opposed to the bank shares to be exchanged shall be set forth.

Item 10. 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, and the vote needed for its approval.

[31 F.R. 6951, May 12, 1966]

SCHEDULE C

Item 1. Name and business address of each participant.

Item 2. His principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on.

Item 3. If he has been a participant in any other proxy contest within the past 10 years, indicate the principals involved, the subject matter of the contest, the outcome thereof, and his relationship to the principals.

Item 4. State the amount of stock of the bank or any of its affiliates owned beneficially, directly or indirectly, by him or members of his family residing with him.

Item 5. State the amount of such stock owned of record but not beneficially by him or members of this family residing with him.

Item 6. If any of the stock specified in Items 4 and 5 was acquired in the last 2 years, state the dates of acquisition and amounts acquired on each date.

Item 7. The extent of borrowings to purchase shares acquired within the preceding 2 years, and if funds were borrowed otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, the material provisions of such borrowings and the names of the lenders.

Item 8. Details of any contracts, arrange

ments of understandings relating to securities of the bank, to which a participant is a party, such as joint venture or option arrangements, puts or calls, guarantees against loss, or guarantees of profit or arrangements as to the division of losses or profits or with respect to the giving or withholding of proxies, and the name or names of the persons with whom such contracts, arrangements or understanding exist.

Item 9. If he has entered into any arrangement or understanding with any person regarding future employment or with respect to any future transaction to which the bank or any of its affiliates will or may be a party, describe such arrangement or understanding.

Item 10. State whether or not he will bear any part of the expense incurred in the solicitation. If so, indicate the amount thereof.

Item 11. Describe any conviction for a felony that occurred during the preceding ten years involving the unlawful possession, conversion or appropriation of money or other property, or the payment of taxes. A negative answer to this item need not be included in any proxy soliciting material. [31 F.R. 6952, May 12, 1966, as amended at 32 F.R. 3090, Feb. 21, 1967]

SCHEDULE D-INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO §§ 11.3a, 11.4b OR 12.38 AND 12.3b

General Instructions

The item numbers and captions of the items shall be included but the text of the items are to be omitted. The answers to the items shall be so prepared 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.

If the statement is filed by a partnership, limited partnership, syndicate, or other group, the information called for by Items 2 to 6, inclusive, shall be given with respect to (1) each partner or any partnership or limited partnership, (2) each member of such syndicate or group and (3) each person controlling such partner or member. If a person referred to in (1), (2), or (3) is a corporation or the statement is filed by a corporation, the information called for by the above-mentioned items shall be given with respect to each principal officer and director of such corporation and each person controlling such corporation.

Item 1. Security and Bank.

State and title of the class of equity securities to which this statement relates and the name and address of the bank which issued such securities.

Item 2. Identity and Background. State the following with respect to the person filing this statement:

(a) Name and business address; (b) Residence address;

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on:

(d) Material occupations, positions, offices or employments during the last 10 years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; and

(e) (1) Whether or not such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case. A negative answer to this subitem need not be furnished to security holders.

(2) Whether or not such person has ever been adjudicated a bankrupt and, if so, give the dates, names and locations of the courts. Item 3. Source and Amount of Funds or Other Consideration.

State 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 or is to be 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 names of the parties thereto.

the

Instruction. If the source of funds is a loan made in the ordinary course of business by a bank, the person filing the statement may, at his option, omit the name of the bank, provided it is furnished to the Comptroller in a letter requesting confidential treatment as to such information. Pursuant to section 13 (d) (1) (B) of the Act, such information shall not be made available to the public.

Item 4. Purpose of Transaction.

If the purpose of the purchases or prospective purchases is to acquire control of the bank, describe any plans or proposals which such persons may have to liquidate such bank, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure.

Item 5. Interest in Securities of the Bank. State the number of shares of the security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) each associate of such person, giving the name and address of each such associate.

Item 6. Contracts, Arrangements, or Understandings With Respect to Securities of the Bank.

Furnish information as to any contracts, arrangements, or understandings with any person with respect to any securities of the bank, including but not limited to trans

fer of any of the securities, joint ventures. loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.

Item 7. Persons Retained, Employed or To Be Compensated.

Where the Schedule D relates to a tender offer, or request or invitation for tenders, identify all persons and classes of persons employed, retained or to be compensated by the person filing this Schedule D, or by any person on his behalf, to make solicitations or recommendations to security holders and describe briefly the terms of such employment, retainer or arrangement for compensation.

Item 8. Material To Be Filed as Exhibits. Copies of all requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders, additional material soliciting or requesting such tender offers, solicitations or recommendations to the holders of the security to accept or reject a tender offer or request or invitation for tenders shall be filed as an exhibit.

If the statement is signed on behalf of a person by an authorized representative, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement.

[33 F.R. 11588, Aug. 15, 1968] SCHEDULE E-STATEMENT TO BE FILED PURSUANT TO § 11.4b

Item 1. Security and Bank.

(a) State the title of the class of equity securities to which this statement relates and the name and address of the issuer of such securities.

(b) Identify the tender offer or request or invitation for tenders to which this statement relates and state the reasons for the solicitation or recommendation to security holders to accept or reject such tender offer, request, or invitation for tenders.

Item 2. Identity and Background.

(a) State the name and business address of the person filing this statement.

(b) Describe any arrangement or understanding in regard to the solicitation with (1) the bank or the management of the bank or (ii) the maker of the tender offer or request or invitation for tender of securities of the class to which this statement relates. Item 3. Persons Retained, Employed or To Be Compensated.

Identify any person or class or persons employed, retained or to be compensated,

12.4

12.5

12.6

12.7

12.8

12.9

12.11

Exemption of certain transactions. Persons temporarily exempt from filing statements.

Exemption from section 16(b) of the
Securities Exchange Act of certain
transactions by registered invest-
ment companies.

Exemption from section 16(b) of the
Securities Exchange Act of certain
transaction effected in connection
with a distribution.
Exemption of certain securities from
section 16(c) of the Securities
Exchange Act.
Exemption from section 16(c) of the
Securities Exchange Act of certain
transactions effected in connection
with a distribution.

12.10 Exemption from section 16(c) of the
Securities Exchange Act of sales of
securities to be acquired.
Arbitrage transactions under section
16 of the Securities Exchange Act.
AUTHORITY: The provisions of this Part 12
issued under R.S. 324 et seq., as amended,
sec. 16, 48 Stat. 896, as amended; 12 U.S.C.
1 et seq., 15 U.S.C. 78p.

SOURCE: The provisions of this Part 12 appear at 31 F.R. 6952, May 12, 1966, unless otherwise noted.

§ 12.1 Scope and application.

(a) Every principal stockholder, director, or principal officer of a national bank having a class of equity securities held of record by 750 or more persons (after May 1, 1967, 500 or more persons), within 10 days after becoming such principal stockholder, director, or principal officer, shall file with the Comptroller of the Currency a statement of the amount of each class of the bank's securities of which he is directly or indirectly the beneficial owner.

(b) Initial statements by present principal stockholders, directors and principal officers shall be filed on or before October 1, 1964 for banks with 750 or more shareholders of record and on or before July 1, 1967 for banks with 500 or more shareholders of record.

(c) Each person specified in paragraph (a) of this section, within ten days after the close of any calendar month in which there has been a substantial change in his ownership, shall file with the Comptroller a statement indicating his ownership as of the close of the calendar month and any changes in his ownership as have occurred since the last such report.

(d) The Comptroller may, either conditionally or unconditionally, exempt transactions from the provisions of this section when necessary or appropriate in the public interest.

§ 12.2 Definitions.

(a) The term "principal officer" means Chairman of the Board, President, Chairman of the Executive Committee, Vice Chairman of the Board, Senior Vice President, Cashier, and any other person who performs functions corresponding to those performed by the foregoing officers.

(b) The term "principal stockholder" means any person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding amount of any class of equity securities issued by the bank.

(c) The term "substantial change" means the acquisition or disposition of 500 shares, or more than 5 percent of the outstanding equity securities of the bank whichever is less. If any transaction, when added to previously unreported transactions, could qualify as a "substantial change" as defined herein, all such transactions shall be con

sidered a "substantial change" and be reported.

(d) The term "person" is not limited to natural persons, but also includes corporations, partnerships, pension funds, profit-sharing funds, and any other organized group of persons of whatever nature.

(e) The terms "beneficial ownership," "beneficially 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 Parts 10 through 18 of this chapter, 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.

[31 F.R. 6952, May 12, 1966, as amended at 32 F.R. 17469, Dec. 6, 1967]

§ 12.3 Filing of statements.

Initial statements of benficial ownership required by § 12.1 shall be filed on Form OR-1. Statements of changes in such beneficial ownership required by that section shall be filed on Form OR-2. All such statements shall be prepared and filed in accordance with the instructions of the applicable form. All filed statements shall be available for public inspection at their place of filing during normal business hours.

§ 12.3a Filing by persons becoming principal stockholders after July 29, 1968. 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, or required to be registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended, (the Act) is directly or indirectly the beneficial owner of more than 10 per centum of such class shall, within 10 days after such acquisition, send to the bank at its principle executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Comptroller a statement containing the information required by Schedule D of Part 11 of the regulations of the Comptroller of the Currency.

[33 F.R. 11589, Aug. 15, 1968]

§ 12.3b Filing of amendments.

If any material change occurs in the facts set forth in the statement required by § 12.3a, the person who filed such statement shall promptly file with the Comptroller and send to the bank and the exchange an amendment disclosing such change.

[33 F.R. 11589, Aug. 15, 1968]

§ 12.4 Exemption of certain transactions.

(a) Any acquisition or disposition of options or shares of stock including stock acquired pursuant to such options, by a director or officer of the bank issuing such stock shall be exempt from the requirements of § 12.1 if the stock or option was acquired pursuant to a bonus, profit-sharing, retirement, thrift, savings or similar plan which has been approved by the holders of at least a majority of the outstanding common stock of the issuer, or employee stock option or stock purchase plan which has been approved by the holders of at least two-thirds of the outstanding common stock of the issuer and the Comptroller of the Currency.

(b) Any transaction which has been or shall be exempted by the Comptroller of the Currency from the requirements of § 12.1, shall, insofar as it is otherwise subject to the provisions of section 16(b) of the Securities Exchange Act of 1934, as amended, be likewise exempt from sections 16 (b) and (c) of said Act. § 12.5

Persons temporarily exempt from filing statements.

The following persons shall be exempt, for a period of 12 months following their appointment and qualification, from filing the ownership statements required by § 12.1:

(a) Executors or administrators of the estate of a decedent;

(b) Guardians or committees for an incompetent;