as the security holder shall designate together with a statement of the approximate number of beneficial owners solicited or to be solicited through each such banker, broker, or other person and a schedule of the handling and mailing costs of each such banker, broker, or other person, if such schedule has been supplied to the management of the bank. The foregoing information shall be furnished promptly upon the request of the security holder or at daily or other reasonable intervals as it becomes available to the management of the bank.

(h) False or misleading statements. (1) No solicitation or communication subject to this section shall be made by means of any statement, form of proxy, notice of meeting, or other communication, written or oral, containing any statement that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or that omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter that has become false or misleading. Depending upon particular circumstances, the following may be misleading within the meaning of this paragraph: Predictions as to specific future market values, earnings, or dividends; material that directly or indirectly impugns character, integrity, or personal reputation, or directly or indirectly makes charges concerning improper, illegal, or immoral conduct or associations, without factual foundation; failure so to identify a statement, form of proxy, and other soliciting material as clearly to distinguish it from the soliciting material of any other person or persons soliciting for the same meeting or subject matter; claims made prior to a meeting regarding the results of a solicitation.

(2) The fact that a proxy statement, form of proxy, or other soliciting material has been filled with or reviewed by the Corporation or its staff shall not be deemed a finding by the Corporation that such material is accurate or complete or not false or misleading, or that the Corporation has passed upon the merits of or approved any statement therein or any matter to be acted upon by security holders. No representation contrary to the foregoing shall be made.

(i) Special provisions applicable to election contests-(1) Solicitations to which the paragraph applies. This paragraph applies to any solicitation subject to this section by any person or group of persons for the purpose of opposing a solicitation subject to this section by any other person or group of persons with respect to the election or removal of directors at any annual or special meeting of security holders.

(2) Participant defined. (1) For purposes of this paragraph the terms "participant" and "participant in a solicitation include the following:

(a) The bank;

(b) Any director of the bank, and any nominee for whose election as a director proxies are solicited:

(c) Any committee or group that solicits proxies, any member of such committee or group, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly, takes the initiative in organizing, directing, or financing any such committee or group;

(d) Any person who finances or joins with another to finance the solicitation of proxies, except persons who contribute not more than $500 and who are not otherwise participants;

(e) Any person who lends money or furnishes credit or enters into any other arrangements, pursuant to any contract or understanding with a participant, for the purpose of financing or otherwise inducing the purchase, sale, holding, or voting of securities of the bank by any participant or other person, in support of or in opposition to a participant, except a bank, broker, or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant;

(f) Any other person who solicits proxies.

(ii) Such terms do not include

(a) Any person or organization retained or employed by a participant to solicit security holders, or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;

(b) Any person employed by a participant in the capacity of attorney, accountant, or advertising, public relations, or financial adviser, and whose activities are limited to the performance of his duties in the course of such employment;

(c) Any person regularly employed as In officer or employee of the bank or any ›f its subsidiaries who is not otherwise participant; or

(d) Any officer or director of, or any person regularly employed by, any other participant, if such officer, director, or employee is not otherwise a participant.

(3) Filing of information required by Form F-6. (1) No solicitation subject to this paragraph shall be made by any person other than the management of the bank unless at least 5 business days prior thereto, or such shorter period as the Corporation may authorize upon a showing of good cause therefor, there has been filed with the Corporation and with each exchange upon which any security of the bank is listed, by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by Form F-6.

(ii) Within 5 business days after a solicitation subject to this paragraph is made by the management of the bank, or such longer period as the Corporation may authorize upon a showing of good cause therefor, there shall be filled with the Corporation and with each exchange upon which any security of the bank is listed, by or on behalf of each participant in such solicitation, other than the bank, a statement in duplicate containing the information specified by Form F-6.

(iii) If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this paragraph in opposition thereto, a statement in duplicate containing the information specified in Form F-6 shall be filled by or on behalf of each participant in such prior solicitation, other than the bank, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto, with the Corporation and with each exchange on which any security of the bank is listed.

(iv) If, subsequent to the filling of the statements required by subdivisions (1), (ii), and (iii) of this subparagraph, additional persons become participants in a solicitation subject to this paragraph there shall be filed, with the Corporation and each appropriate exchange, by or on behalf of each such person a statement in duplicate containing the information specified by Form F-6, within 3 business days after such person becomes a participant, or such longer

period as the Corporation may authorize upon a showing of good cause therefor. (v) If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the Corporation and each appropriate

exchange.

(vi) Each statement and amendment thereto filed pursuant to this paragraph shall be part of the official files of the Corporation and shall be deemed a communication subject to the provisions of paragraph (h) of this section.

(4) Solicitations prior to furnishing required statement. Notwithstanding the provisions of § 335.5(a), a solicitation subject to this paragraph (1) may be made prior to furnishing security holders a written statement containing the information specified in Form F-5 with respect to such solicitation if (1) the statement required by subparagraph (3) of this paragraph are filed by or on behalf of each participant in such solicitation; (ii) no form of proxy is furnished to security holders prior to the time the statement is furnished to security holders, except that this subdivision shall not apply where a statement then meeting the requirement of Form F-5 has been furnished to security holders; (iii) at least the information specified in Items 2(a) and 3(a) of the statement required by subparagraph (3) of this paragraph to be filled by each participant, or an appropriate summary thereof, is included in each communication sent or given to security holders in connection with the solicitation; and (iv) a written statement containing the information specified in Form F-5 with respect to a solicitation is sent or given security holders at the earliest practicable date.

(5) Solicitations prior to furnishing required statement—filing requirements. Three copies of any solicitating material proposed to be sent or given to security holders prior to the furnishing of the proxy statement required by § 335.5(a) shall be filled with the Corporation in preliminary form, at least 5 business days prior to the date copies of such material are first sent or given to security holders, or such shorter period as the Corporation may authorize upon a showing of good cause therefor.

(6) Applications of this paragraph to annual report. Notwithstanding the provisions of § 335.5(c), three copies of

any portion of the annual report referred to in that paragraph that comments upon or refers to any solicitation subject to this paragraph, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Corporation as proxy material subject to this section. Such portion of the annual report shall be filed with the Corporation in preliminary form at least five business days prior to the date copies of this report are first sent or given to security holders.

(7) Application of paragraph (f) of this section. The provisions of subparagraphs (3), (4), (5), (6), and (7) of paragraph (f) of this section shall apply, to the extent pertinent, to soliciting material subject to subparagraphs (5) and (6) of this paragraph.

(8) Use of reprints or reproductions. In any solicitation subject to this paragraph, soliciting material that includes, in whole or part, any reprints or reproductions of any previously published material shall;

(1) State the name of the authority and publication, the date of prior publication, and identify any person who is quoted without being named in the previously published material.

(ii) Except in the case of a public official document or statement, state whether or not the consent of the author and publication has been obtained to the use of the previously published material as proxy soliciting material.

(ii) If any participant using the previously published material, or anyone on his behalf, paid, directly or indirectly, for the preparation or prior publication of the previously published material, or has made or proposes to make any payments or give any other consideration in connection with the publication or republication of such material, state the circumstances.

(1) Prohibition of certain solicitations. No person making a solicitation that is subject to this section shall solicit

or

(1) Any undated or postdated proxy;

(2) Any proxy that provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder.

(k) Proposals of security holders. (1) If any security holder entitled to vote at a meeting of security holders of the bank shall submit to the management of the bank, within the time hereinafter specifiled, a proposal which is accompanied by

notice of his intention to present the proposal for action at the meeting, the management shall set forth the proposal in its proxy statement and shall identify it in its form of proxy and provide means by which security holders can approve or disapprove the proposal The management of the bank shall not be required by this section to include the proposal in its proxy statement for an annual meeting unless the proposal is submitted to management not less than 60 days in advance of a day corresponding to the first date on which the management's statement was released to security holders in connection with the preceding annual meeting of security holders. A proposal to be presented at any other meeting shall be submitted to the management of the bank a reasonable time before the solicitation is made. This paragraph (k) shall not apply, however, to elections to office.

(2) If the management opposes the proposal, it shall also, at the written request of the security holder, include in the proxy statement (1) the name and address of the security holder, or a statement that such name and address will be furnished upon request, and (ii) a statement of the security holder, which shall not include such name and address, of not more than 100 words in support of the proposal. The statement and request of the security holder shall be furnished to the management at the same time that the proposal is furnished. Neither the management nor the bank shall be responsible for such statement.

(3) Notwithstanding subparagraphs (1) and (2) of this paragraph, the management may omit a proposal and any statement in support thereof from its proxy statement and form of proxy under any of the following circumstances:

(1) If the proposal is impossible to accomplish or, under applicable law, is not a proper subject for action by security holders; or

(ii) If the proposal consists of a recommendation or request that the management take action with respect to & matter relating to the conduct of the ordinary business operations of the bank;

or

(iii) If it appears that the proposal is submitted by the security holder principally for the purpose of enforcing a personal claim or redressing a personal grievance against the bank or its management, or principally for the purpose

of promoting general economic, political, racial, religious, social, or similar causes;

от

(iv) If the management has at the security holder's request included a proposal in its proxy statement and form of proxy relating to either of the two preceding annual meetings of security holders or any special meeting held subsequent to the earlier of such two annual meetings, and such security holder has failed without good cause to present the proposal, in person or by proxy, for action at the meeting; or

(v) If substantially the same proposal has previously been submitted to security holders in the management's proxy statement and form of proxy relating to any meeting of security holders held within the preceding 5 calendar years, it may be omitted from the proxy statement relating to any meeting of security holders held within the 3 calendar years after the latest such previous submission: Provided, That (a) if the proposal was submitted at only one meeting during such preceding period, it received less than 5 percent of the total number of votes cast in regard thereto, or (b) if the proposal was submitted at only two meetings during such preceding period, it received at the time of its second submission less than 10 percent of the total number of votes cast in regard thereto, or (c) if the proposal was submitted at three or more meetings during such period, it received at the time of its latest submission less than 20 percent of the total number of votes cast in regard thereto; or

(vi) If, prior to the receipt of such proposal, substantially the same proposal has been received by the management from another security holder and is to be included in the bank's proxy soliciting material.

(4) Whenever the management asserts that a proposal and any statement in support thereof may properly be omitted from the proxy statement and form of proxy, it shall file with the Corporation, not later than 20 days prior to the date the preliminary copies of the proxy statement and form of proxy are filed pursuant to paragraph (f)(1) of this section or such shorter period prior to such date as the Corporation may permit, a copy of the proposal and any statement in support thereof as received from the security holder, together with a statement of the reasons why the management deems such omission to be proper in the particular case, and, where such

reasons are based on matters of law, a supporting opinion of counsel. The management shall at the same time, if it has not already done so, notify the security holder submitting the proposal of its intention to omit the proposal from its proxy statement and shall forward to him a copy of the statement of the reasons why the management deems the omission of the proposal to be proper and a copy of such supporting opinion of counsel.

(1) Invitations for tenders. (1) No person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, shall make a tender offer for, or a request or invitation for tenders of, any class of any equity security, which is registered pursuant to section 12 of the Act, of a bank if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 5 percent of such class, unless, at the time copies of the offer or request or invitation are first published or sent or given to security holders, such person has filed with the Corporation a statement containing the information and exhibits required by Form F-11.

(2) If any material change occurs in the facts set forth in the statement required by subparagraph (1) of this paragraph, the person who filed such statement shall promptly file with the Corporation an amendment disclosing such change.

(3) All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders shall contain the names of the persons making such requests, invitations, or advertisements and the information required by Items 2 (a), (c) and (e) (1), 3, 4, 5, and 6 of Form F-11, or a fair and adequate summary thereof, and shall be filed with the Corporation as part of the statement required by subparagraph (1) of this paragraph: Provided, however, That the information required by Item 2(e) (1) shall include only convictions involving dishonesty or breach of trust.

(4) Any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain the names of the persons making such solicitation or request and the information required by Form F-11 as specified in subparagraph (3) of this paragraph, or a fair and adequate sum

mary thereof: Provided, however, That such material may omit any of such information previously furnished to the persons solicited or requested for tender offers. Copies of such additional material soliciting or requesting such tender offers shall be filed with the Corporation not later than the time copies of such material are first published or sent or given to security holders.

(5) If any securities to be offered in connection with the tender offer for, or request or invitation for tenders of, securities with respect to which a statement is required to be filed pursuant to subparagraph (1) of this paragraph, have been or are to be registered under the Securities Act of 1933, a copy of the prospectus containing the information required to be included therein under that Act shall be filed as an exhibit to such statement. Any information contained in the prospectus may be incorporated by reference in such statement.

(6) Six copies of the statement required by subparagraph (1) of this paragraph, every amendment to such statement, and all other material required by this section shall be filed with the Corporation. One copy of such statement or amendment shall be manually signed.

(m) Recommendations as to tender offers. (1) No solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders subject to section 14(d) of the Act shall be made unless, at the time copies of the solicitation or recommendation are first published or sent or given to holders of the security, the person making such solicitation or recommendation has filed with the Corporation a statement containing the information specified by Form F-12: Provided, however, That this paragraph shall not apply to a person required by § 335.5(1) to file a statement, or a person, other than the bank or the management of the bank, who makes no written solicitations or recommendations other than solicitations or recommendations copies of which have otherwise been filed with the Corporation: And provided further, That any person making a solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders which solicitation or recommendation commenced prior to August 8, 1968, shall, if such solicitation or recommendation continues after such date, file the statement

required by this paragraph on or before August 20, 1968.

(2) If any material change occurs in the facts set forth in the statement required by subparagraph (1) of this paragraph, the person who filed such statement shall promptly file with the Corporation an amendment disclosing such change.

(3) Any written solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders subject to section 14(d) of the Act shall include the name of the person making such solicitation or recommendation and the information required by Items 1(b), 2(b) of Form F-12, or a fair and adequate summary thereof: Provided, however, That such written solicitation or recommendation may omit any of such information previously furnished to the persons to whom the solicitation or recommmendation is made.

(n) Change in majority of directors. If, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to section 13(d) or section 14(d) of the Act, any persons are to be elected or designated as directors of the bank, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of of the directors of the bank, then, not less than 10 days prior to the date any such person takes office as a director, or such shorter period prior to that date as the Corporation may authorize upon a showing of good cause therefor, the bank shall file with the Corporation and transmit to all holders of record of securities of the bank who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by Items 5 (a), (d), (e), and (f), 6 and 7 of Form F-5 to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders.

(0) Solicitation prior to furnishing required proxy statement. (1) Notwithstanding the provisions of paragraph (a) of this section, a solicitation (other than one subject to paragraph (1) of this section) may be made prior to furnishing security holders a written proxy statement containing the information specified in Form F-5 with respect to such solicitation if—