Telephone Transfers

Covered transfers, 3-4, 3-17, 3-18, 3-19
Electronic terminal, 2-22

Offered by non-account-holding institution, 14-1, 14-2

Regulation D limitations, 3-16

Written plan, 3-14, 3-15, 3-16 Trust exemption, 3-20, 3-21 Unauthorized Transfers (See Liability for

Unauthorized Transfers)

[46 FR 46877, Sept. 23, 1981, as amended at 46 FR 60190, Dec. 9, 1981; 48 FR 14881, Apr. 6, 1983; 49 FR 40798, Oct. 18, 1984; 50 FR 13181, Apr. 3, 1985]

Sec.

206.3 Inspection and publication of information and safe harbor from liability for forward-looking statements filed under the Act.

206.4 Registration statements and reports. 206.5 Proxy statements and other solicitations under section 14 of the Act. 206.6 "Insiders'" securities transactions and reports under section 16 of the Act. 206.7 Form and content of financial statements.

206.8 Tender offers.

FORMS

206.41 Form for registration of securities of a bank pursuant to section 12(b) or section 12(g) of the Securities Exchange Act of 1934 (Form F-1).

206.42 Form for annual report of bank (Form F-2).

206.43 Form for current report of a bank (Form F-3).

206.44 Form for quarterly report of bank (Form F-4).

206.45 Form for amendment to registration statement or periodic report of bank (Form F-20).

206.46 Form for registration of additional class of securities of a bank pursuant to section 12(b) or section 12(g) of the Securities Exchange Act of 1934 (Form F10).

206.47 Form for acquisition statement filed pursuant to § 206.4(h)(3) and amendments thereto filed pursuant to § 206.4(h)(4) of Regulation F.

206.48 Short form for statement filed pursuant to § 206.4(h)(3) and amendments thereto filed pursuant to § 206.4(h)(4) of Regulation F (Form F-11A).

206.51 Form for proxy statement or statement where the bank does not solicit proxies (Form F-5).

206.52 Form for statement in election contests (Form F-6).

206.53 Form for statement to be filed pursuant to § 206.5(m) of Regulation F (Form F-12).

206.54 Form for statement to be filed pursuant to §206.5(1) of Regulation F (Form F-13).

206.61 Form for initial statement of beneficial ownership of equity securities (Form F-7).

206.62 Form for statement of changes in beneficial ownership of equity securities (Form F-8).

206.65 Form for registration of certain successor issuers pursuant to section 12 (b) or (g) of the Securities Exchange Act of 1934.

206.71 Forms for financial statements (Forms F-9, A, B, C, D, and E).

Sec.

206.81 Form for statement to be filed pursuant to section 13(d)(4) of the Securities and Exchange Act of 1934 (Form F12). 206.82 Statement to be filed pursuant to section 14(d)(1) of the Securities Exchange Act of 1934 (Form F-13).

INTERPRETATIONS

206.101 Interpretation of definition of "officers."

206.102 Disclosure of loans to "insiders." 206.103 Financial statements to be included in annual reports to security holders. 206.104 Board policy regarding issuer tender offer and going private transactions.

AUTHORITY: Sec. 12(i) of the Securities Act of 1934, as amended (15 U.S.C. 787(i) (the "Act")).

SOURCE: 40 FR 50458, Oct. 30, 1975, unless otherwise noted.

REGULATIONS

$206.1 Scope of part.

This part is issued by the Board of Governors of the Federal Reserve System (the "Board") pursuant to section 12(i) of the Securities Exchange : Act of 1934 (15 U.S.C. 78) (the "Act") and applies to all securities subject to registration pursuant to section 12(b) or section 12(g) of the Act by a bank that is organized under State law and is a member of the Federal Reserve System ("bank”).

$206.2 Definitions.

For the purposes of this part, including all forms and instructions promulgated for use in connection herewith, = unless the context otherwise requires: (a) The terms "exchange", "director", "person", "security", and "equity security" have the meanings given them in section 3(a) of the Act.

(b) The term "affiliate" (whether referred to as an "affiliate" of, or a person “affiliated” with, a specified person) means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled =by, or is under common control with, the person specified.

(c) The term "amount", when used with respect to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the

number of units if relating to any other kind of security.

(d) The term "associate", when used to indicate a relationship with any person, means (1) any corporation or organization (other than the bank or a majority-owned subsidiary of the bank) of which such person is an officer or partner or is, directly or indirectly, either alone or together with one or more members of his immediate family, the beneficial owner of 10 per cent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person, or who is a director or officer of the bank or any of its parents or subsidiaries.

(e) The term "charter" includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person.

common

(f) The term "control" (including the terms "controlling", "controlled by", and "under control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(g) The term "employee" does not include a director, trustee, or officer.

(h) The term "equity capital accounts" means capital stock, surplus, undivided profits, and reserve for contingencies and other capital reserves.

(i) The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.

(j) (1) For the purpose of determining whether the registration requirements of section 12(g)(1) of the Act are applicable, securities shall be deemed to be "held of record" by each person who is identified as the owner of such securities on records of securi

ty holders maintained by or on behalf of the bank, subject to the following:

(i) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(ii) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

(iii) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians, or in other fiduciary capacities with respect to a single trust, estate, or account shall be included as held of record by one person.

(iv) Securities held by two or more persons as co-owners shall be included as held by one person.

(v) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the bank can establish that, if such securities were registered, they would be held of record, under the provisions of this paragraph (j), by a lesser number of persons.

(vi) Securities registered in substantially similar names, where the bank has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.

(2) Notwithstanding (5)(1) of this section:

paragraph

(i) Securities held subject to a voting trust, deposit agreement, or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts, or similar evidences of interest that the bank may rely in good faith on such information as is received in response to its request from a nonaffiliated issuer of the certificates or interests.

(ii) If the bank knows or has reason to know that the form of holding securities of record is used principally to circumvent the provisions of section

12(g)(1) of the Act, the beneficial owners of such securities shall be deemed to be record owners thereof.

(k) The term "immediate family" includes a person's (1) spouse; (2) son, daughter, and descendant of either; (3) father, mother, and ancestor of either; (4) stepson and stepdaughter; and (5) stepfather and stepmother. For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child shall be considered a child by blood.

(1) The term "information statement" means the statement required by § 206.5(a), whether or not contained in a single document.

(m) The term "last fiscal year" of bank means the last fiscal year of bank ending prior to the date of the meeting with respect to which an information statement is required to be distributed.

(n) The term "listed" means admitted to full trading privileges upon application by the bank and includes securities for which authority to add to the list on official notice of issuance has been granted.

(0) The term "majority-owned subsidiary" means a subsidiary more than 50 per cent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/ or one or more of the parent's other majority-owned subsidiaries.

(p) The term "material", when used to qualify a requirement for furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

(q) The term "officer" means a Chairman of the Board of Directors, Vice Chairman of the Board, Chairman of the Executive Committee, President, Vice President (except as indicated in the next sentence), Cashier, Treasurer, Secretary, Comptroller, and any other person who participates in major policymaking functions of the bank. In some banks (particularly banks with officers bearing titles such as Executive Vice President, Senior Vice President, or First Vice President

as well as a number of "Vice Presidents"), some or all "Vice Presidents" do not participate in major policymaking functions, and such persons are not officers for the purpose of this part.

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

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

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

(u) 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.

(v) 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 statement where management does not solicit proxies under section 14 of the Act, which statement or report has been filed with the Board, except 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.

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

(x) 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 per cent or more of any class of securities of the bank or 10 per cent 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 if such person does not otherwise take part in founding and organizing the bank.

(y) 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.

(z) The term "proxy statement" means the statement required by § 206.5(a), whether or not contained in a single document.

(aa) 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, [as amended. For the purposes of this regulation, an option which meets all of the conditions of section 424(b) of the Internal Revenue Code of 1954, as amended, other than the date of issuance shall be deemed to be a "restricted stock option".

(bb) The term "registration statement" or "statement", when used with reference to registration pursuant to § 206.4 of this part, includes both an application for registration of securities on a national securities exchange pursuant to section 12(b) of the Act and a registration statement filed pursuant to section 12(g) of the Act.

(cc) The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

(dd) The term "significant subsidiary” means a subsidiary meeting any 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 per cent 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; or

(2) The parent's proportion of the gross operating revenues of the subsidiary exceeds 5 per cent of the gross op

erating revenues of the parent and its consolidated subsidiaries; or

(3) The parent's proportion of income of the subsidiary before income taxes exceeds 5 per cent or more of the income before income taxes of the parent and its consolidated subsidiaries, provided that if such income of the parent and its consolidated subsidiaries is at least 5 per cent lower than the average of such income for the last five fiscal years such average income may be substituted in the determination.

[NOTE: The subsidiary may be the parent of one or more subsidiaries and, together with such subsidiaries may, if considered in the aggregate, constitute a significant subsidiary.]

(ee) The terms "solicit" and "solicitation" means (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 request of such security holder, the performance by the bank of acts required to a security holder upon the unsolicited by § 206.5(g), or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

(ff) A "subsidiary" of a bank is (1) an affiliate controlled by the bank, directly or indirectly, through one or more intermediaries, except where the control (i) exists by reason of ownership or control of voting securities by the bank in a fiduciary capacity, or (ii) was obtained by the bank in the course of securing or collecting a debt previously contracted in good faith, or (2) a person a majority of whose voting securities are held in trust for the benefit of the holders of a class of stock of the bank pro rata.

(gg) The term "succession" means the direct acquisition of the [shares or] 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 fol

lowed by the direct acquisition of its [shares or] assets. The term "succeed" and "successor" have meanings correlative to the foregoing.

(hh) 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 § 206.7(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 Board 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.

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

(jj) The terms "beneficial owner. ship", "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 this part, shall inIclude, 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.

§ 206.3 Inspection and publication of information and safe harbor from liability for forward-looking statements filed under the Act.

(a) Filing of material with the Board. All papers required to be filed with the Board pursuant to the Act or regulations thereunder shall be filed at its office in Washington, DC. Material may be filed by delivery to the Board, through the mails, or otherwise. The date on which papers are actually received by the Board shall be the date of filing thereof if all of the requirements with respect to the filing have been complied with.