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 8 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.

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 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 Off.

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.

r the declaration or payment of dividends, cate (1) the year or years in which such inreases or decreases were made; (2) the ature and amounts thereof; and (3) the ccounts affected, including all material reted entries. Instruction 10(c) above also pplies here.

16. Predecessors.

The information shall be furnished, to he extent material, as to any predecessor of he bank from the beginning of the period o the date of succession, not only as to he entries made respectively in the books f the predecessor or the successor, but also s to the changes effected in the transfer of he assets from the precedessor. No infornation need be furnished, however, as to ny one or more predecessors that, considred in the aggregate, would not constitute significant predecessor.

17. Omission of Certain Information.

(a) No information need be furnished as co any subsidiary, whether consolidated or unconsolidated, for the period prior to the date on which the subsidiary became a maority-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 filled 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 if 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 coples 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 filled, 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 filled.

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 filled 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 filled.

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

FORM F-2

ANNUAL REPORT

PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

(Exact name of bank 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 prepared in the manner specified in § 335.4(s). Particular attention should be given to the definitions in § 335.2 and the general requirements in § 385.4. 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 filled with the Corporation, with respect to an election of directors, a 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 or 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 or 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 financial 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.

Item 3—Changes in Business. Describe briefly any material changes durg the fiscal year not previously reported, in e business of the bank and its subsidiaries. Item 4-Principal Holders of Voting Serities.

If any person owns of record, or is known y the bank to own beneficially more than O percent of the outstanding voting searities of the bank, name each such person, -ate the approximate amount of such seurities owned of record but not owned benecially, the approximate amount owned benecially and the percentage of outstanding oting securities represented by the amount wned by him in each such manner.

Instruction. To the extent that the inormation required by this item is given in nswer to Item 2, a reference to such item vill suffice.

Item 5-Directors of Bank.

Furnish the following information, in cabular form to the extent practicable, with respect to each director of the bank:

(a) Name each such director, state the date on which his present term of office will expire and list all other positions and offices with the bank presently held by him.

(b) State his present principal occupation or employment and give the name and principal business of any corporation or other organization in which such employment is carried on. If not previously reported, furnish similar information as to all of his principal occupations or employments during the last 5 years.

(c) State, as of the most recent practicable date the approximate amount of each class of equity securities of the bank or any of its parents or subsidiaries, other than directors, qualifying shares, beneficially owned directly or indirectly by him. If he is not the beneficial owner of any such securities, make a statement to that effect.

(d) If more than 10 percent of any class of securities of the bank or any of its parents or subsidiaries are beneficially owned by him and his associates state the approximate amount of each class of such securities beneficially owned by such associates naming each associate whose holdings are substantial.

Item 6-Remuneration of Directors and Officers and Related Matters.

Set forth the same information as to remuneration of officers and directors and their transactions with management and others as is required to be furnished by Item 7 of Form F-5.

Item 7-Financial Statements and Exhibits.

List below all financial statements and exhibits filled as a part of the annual report: (a) Financial statements. (b) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the bank has duly caused this annual report to be signed

INSTRUCTIONS AS TO FINANCIAL STATEMENTS These instructions specify the balance sheets and statements of income required to be filled as a part of annual reports on this form. Section 335.7 governs the verification, form, and contract 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. 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 2 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 filled.

2. Consolidated statements.

There shall be filled for the bank and its majority-owned (1) bank premises subsidiaries, (11) subsidiaries doing a foreign banking business, and (111) significant subsidiaries, in comparative columnar form, verified consolidated balance sheets as of the close of the last 2 fiscal years of the bank and verified consolidated statements of income for such fiscal years.

3. Separate Statements of Unconsolidated Subsidiaries and Other Persons.

There shall be filled such other verified financial statements with respect to unconsolidated subsidiaries and other persons as are material to a proper understanding of the financial position and results of operations of the total enterprise.

4. Filing of Other Statements in Certain Cases.

The Corporation may, upon the informal written 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 Corportation may also by informal 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 presentation of the financial condition of any person whose financial statements are required, or whose statements are otherwise necessary for the protection of investors.

INSTRUCTIONS AS TO EXHIBITS

Subject to the provisions regarding incorporation by reference, the following exhibits shall be filled as a part of the report:

(A) Copies of all amendments or modifications, not previously filled, to all exhibits previously filled (or copies of such exhibits as amended or modified).

(B) Copies of all documents of the character required to be filled as an exhibit to an original form for registration of securities of a bank which have been executed or otherwise put into effect during the fiscal year and not previously filed.

[30 F.R. 396, Jan. 12, 1965, as amended at 34 F.R. 20323, Dec. 30, 1969; 35 F.R. 385, Jan. 10, 1970]

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

(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 the report. The report shall contain the numbers and captions of all applicable items, but the text of such items may be omitted if the answers with respect thereto are prepared in the manner specified in § 335.4(s). All items which are not required to be answered in a particular report may be omitted and no reference thereto need be made in the report. Particular attention should be given to the definitions in § 335.2 and the general requirements in § 335.4.

B. Events To Be Reported.

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 10 days after the close of each month during which any of the specified events occurs. However, 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 to be made.

C. Incorporation by Reference to Proxy Statement, Statement Where Management Does Not Solicit Proxies, or Annual Report to Security Holders.

Information contained in any Statement previously filled with the Corporation pursuant to § 335.5(a) or in an annual report to security holders furnished to the Corporation pursuant to § 335.5(c) may be incorporated by reference in answer or partial answer to any item or items of this form. In addition, any financial statements contained

in any such statement or annual report may be incorporated by reference provided such financial statements substantially meet the requirements of this form.

INFORMATION TO BE INCLUDED IN REPORT

Item 1-Changes in Control of Bank. (a) If any person has become a parent of the bank, give the name of such person, the date and a brief description of the transaction or transactions by which the person became such a parent and the percentage of voting securities of the bank owned by the parent or other basis of control by the parent over the bank.

(b) If any person has ceased to be a parent of the bank, give the name of such person and the date and a brief description of the transaction or transactions by which the person ceased to be such a parent.

(c) If securities of a bank or any of its parents have been pledged under such circumstances that a default may result in a change of control of the bank, state the names of the pledgor and pledgee and the title and amount of securities pledged.

Instruction. Where, pursuant to a previously reported pledge agreement, additional securities are pledged on the same terms, no report is necesary unless there is a significant change in the percentage of voting securities pledged.

Item 2-Acquisition for deposition of Assets.

If the bank or any of its significant subsidiaries has acquired or disposed of a significant amount of assets, otherwise than in the ordinary course of business, state the date and manner of acquisition or disposition and briefly describe the assets involved, the nature and amount of consideration given or received therefor, the principle followed in determining the amount of such consideration, the identity of the persons from whom the assets were acquired or to whom they were sold and the nature of any material relationship between such persons and the bank or any of its affiliates, any director or officer of the bank, or any associate of any such director or officer.

Instructions. 1. No information need be given as to (1) any transaction between any person and any wholly owned subsidiary of such person: i.e., a subsidiary substantially all of whose outstanding voting securities are owned by such person and/or its other wholly owned subsidiaries; (11) any transaction between two or more wholly owned subsidiaries of any person; or (iii) the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public, by the bank of such securities.

2. The term "acquisition" includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition; provided that such term does not include the construction or development of property by or for the bank or its subsidiaries or the acquisition of mate