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i promoting general economic, political, reasons are based on matters of law, & ecial, religious, social, or similar causes; supporting opinion of counsel. The man
agement shall at the same time, if it has (iv) If the management has at the not already done so, notify the security ecurity holder's request included a pro holder submitting the proposal of its osal in its proxy statement and form of intention to omit the proposal from its roxy relating to either of the two pre proxy statement and shall forward to eding annual meetings of security hold him a copy of the statement of the rears or any special meeting held subse sons why the management deems the luent to the earlier of such two annual omission of the proposal to be proper neetings, and such security holder has and a copy of such supporting opinion ailed without good cause to present the of counsel. proposal, in person or by proxy, for ac (1) Invitations for tenders. (1) No iion at the meeting; or
person, directly or indirectly, by use of (v) If substantially the same proposal the mails or by any means or instruhas previously been submitted to security mentality of interstate commerce or of holders in the management's proxy state any facility of a national securities ment and form of proxy relating to any exchange or otherwise, shall make & meeting of security holders held within tender offer for, or a request or invitation the preceding 5 calendar years, it may for tenders of, any class of any equity be omitted from the proxy statement re security, which is registered pursuant to lating to any meeting of security hold section 12 of the Act, of a bank if, after ers held within the 3 calendar years after consummation thereof, such person the latest such previous submission: Pro would, directly or indirectly, be the benevided, That (a) if the proposal was sub ficial owner of more than 5 percent of mitted at only one meeting during such such class, unless, at the time copies of preceding period, it received less than 5 the offer or request or invitation are first percent of the total number of votes cast published or sent or given to security in regard thereto, or (b) if the proposal holders, such person has filed with the was submitted at only two meetings dur Corporation a statement containing the ing such preceding period, it received at information and exhibits required by the time of its second submission less Form F-11. than 10 percent of the total number of (2) If any material change occurs in votes cast in regard thereto, or (c) If the the facts set forth in the statement reproposal was submitted at three or more quired by subparagraph (1) of this parameetings during such period, it received graph, the person who filed such stateat the time of its latest submission less ment shall promptly file with the Corthan 20 percent of the total number of poration an amendment disclosing such votes cast in regard thereto; or
change. (vi) If, prior to the receipt of such (3) All requests or invitations for tenproposal, substantially the same proposal ders or advertisements making a tender has been received by the management offer or requesting or inviting tenders from another security holder and is to shall contain the names of the persons be included in the bank's proxy soliciting making such requests, invitations, or admaterial.
vertisements and the information re(4) Whenever the management asserts quired by Items 2 (a), (c) and (e) (1), that a proposal and any statement in 3, 4, 5, and 6 of Form F-11, or a fair and support thereof may properly be omitted adequate summary thereof, and shall be from the proxy statement and form of filed with the Corporation as part of the
proxy, it shall file with the Corporation, statement required by subparagraph (1) ll not later than 20 days prior to the date of this paragraph: Provided, however,
the preliminary copies of the proxy state. That the information required by Item $ment and form of proxy are filed pur 2(e) (1) shall include only convictions
suant to paragraph (f) (1) of this sec involving dishonesty or breach of trust. tion or such shorter period prior to such (4) Any additional material soliciting date as the Corporation may permit, a or requesting such tender offers subsecopy of the proposal and any statement quent to the initial solicitation or request in support thereof as received from the shall contain the names of the persons security holder, together with a state making such solicitation or request and
ment of the reasons why the manage the information required by Form F-11 $
ment deems such omission to be proper as specified in subparagraph (3) of this $ in the particular case, and, where such 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 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 bein August 20, 1968.
(2) If any material change occurs : the facts set forth in the statement : quired by subparagraph (1) of this pas graph, the person who filed such star ment shall promptly file with the Co poration an amendment disclosing su: change.
(3) Any written solicitation or recormendation to the holders of a security accept or reject a tender offer or ? quest or invitation for tenders subjec to section 14(d) of the Act shall inc.co the name of the person making such s licitation or recommendation and the E. formation required by Items 1(b), 2 of Form F-12, or a fair and adequaz summary thereof: Provided, however That such written solicitation or recommendation may omit any of such ir. formation previously furnished to the persons to whom the solicitation or rec: ommmendation is made.
(n) Change in majority of director If, pursuant to any arrangement or . derstanding with the person or person acquiring securities in a transaction subject to section 13(d) or section 14(d) & the Act, any persons are to be elected or designated as directors of the bank otherwise than at a meeting of securit holders, and the persons so elected designated will constitute a majority a of the directors of the bank, then, nə less than 10 days prior to the date ans such person takes office as a director, of such shorter period prior to that date es the Corporation may authorize upon : 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 speci. fied in Form F-5 with respect to such solicitation if
(1) The solidtation is made in opposi the same bank becomes registered or tion to a prior solicitation or an invita when he assumes another or an addition for tenders or other publicized activ tional relationship to the bank; for exity, which if successful, could reasonably ample, when officer becomes & have the effect of defeating the action director. proposed to be taken at the meeting;
(3) Any bank that has equity se(1) No form of proxy is furnished to curities listed on more than one national security holders prior to the time the securities exchange may designate one of 3 written proxy statement required by par them as the only exchange with which
agraph (a) of this section is furnished reports pursuant to section 16(a) need to security holders: Provided, however, be filed. Such designation shall be filed That this subdivision (1) shall not apply with the Corporation and with each nawhere a proxy statement then meeting tional securities exchange on which any
the requirements of Form F-5 has been equity security of the bank is listed. & furnished to security holders by or on After the filing of such designation the E behalf of the person making the securities of such bank shall be exempted solicitation;
with respect to the filing of statements (iii) The identity of the person or per pursuant to section 16(a) with any exsons by or on whose behalf the solicita
change other than the designated tion is made and a description of their exchange. interests direct or indirect, by security (b) Ownership of more than 10 perholdings or otherwise, are set forth in cent of an equity security. In detereach communication sent or given to se mining, for the purpose of section 16(a), curity holders in connection with the whether a person is the beneficial owner, solicitation; and
directly or indirectly, of more than 10 (iv) A written proxy statement meet percent of any class of equity security Ing the requirements of this section is of a bank, such class shall be deemed to sent or given to security holders at the consist of the total amount of such class earliest practicable date.
that has been issued, regardless of (2) Three copies of any soliciting ma whether any part of such amount is held terial proposed to be sent or given to by or for the account of the bank. security holders prior to the furnishing (c) Disclaimer of beneficial ownerof the written proxy statement required ship. Any person filing a statement may by paragraph (a) of this section shall be
expressly declare therein that the filing filed with the Corporation in preliminary of such statement shall not be construed form at least 5 business days prior to the as an admission that such person is, for date definitive copies of such material
the purpose of section 16, the beneficial are first sent or given to security holders,
owner of any equity securities covered or such shorter period as the Corporation by the statement. may authorize upon a showing of good (d) Ownership of securities held in cause therefor.
trust. (1) Beneficial ownership of a 130 F.R. 396, Jan. 12, 1965, as amended at bank's securities for the purpose of sec32 F.R. 17470, Dec. 6, 1967; 33 F.R. 11590, tion 16 (a) shall include: (i) The ownerAug. 15, 1968; 34 F.R. 20321, Dec. 30, 1969;
ship of such securities as a trustee where 36 F.R. 3959, Mar. 3, 1971.)
either the trustee or members of his im§ 335.6 “Insiders' "
securities transac mediate family have a vested interest in tions and reports under section 16 of the income or corpus of the trust, (ii) the Act.
the ownership of a vested beneficial in(a) Filing of statements by directors, terest in a trust, and (iii) the ownership officers, and principal stockholders. (1) of such securities as a settlor of a trust Initial statements of beneficial owner in which the settlor has the power to ship of equity securities of a bank re revoke the trust without obtaining the quired by section 16(a) of the Act, and consent of all beneficiaries.' statements of changes in such beneficial (2) Except as provided in subparaownership, shall be prepared and filed in graph (3) of this paragraph, beneaccordance with the requirements of ficial ownership of securities of regisForm F-7 and Form F-8, respectively. trant banks solely as a settlor or bene
(2) A person who is already filing ficiary of a trust shall be exempt from statements with the Corporation pur the provisions of section 16(a) where suant to section 16(a) need not file an less than 20 percent in market value of additional statement on Form F-7 when the securities having a readily ascertainan additional class of equity securities of able market value held by such trust
(determined as of the end of the preced indirect interest in portfolio securita ing fiscal year of the trust) consists of held by (1) any holding company ree equity securities with respect to which tered under the Public Utility Holder reports pursuant to section 16(a) need Company Act, (ii) any investment com would be required but for an exemption pany registered under the Investine by the Securities and Exchange Com Company Act, (iii) a pension or retit mission, the Comptroller of the Cur ment plan holding securities of 8 bari rency, or the Board of Governors of the whose employees generally are the beca Federal Reserve System similar to the ficiaries of the plan, (iv) a business trus exemption provided for by this sentence. with over 25 beneficiaries. Exemption from section 16(a) is likewise (e) Certain transactions subject accorded with respect to any obligation section 16(a). The acquisition or dis that would otherwise be imposed solely position of any transferable option, po by reason of ownership as settlor or call, spread, or straddle shall be deemed beneficiary of a bank's securities held in such a change in the beneficial owne: trust, where the ownership, acquisition, ship of the bank's security to which suct or disposition of such securities by the privilege relates as to require the filira trust is made without prior approval by of a statement reflecting the acquisitio the settlor or beneficiary. No exemption or disposition of such privilege. Nothing pursuant to this subparagraph shall, in this paragraph, however, sha however, be acquired or lost solely as a exempt any person from filing the stateresult of changes in the value of the ments required upon the exercise of trust assets during any fiscal year or such option, put, call, spread, or straddle during any time when there is no trans (f) Exemption from section 16 of action by the trust in the securities securities purchased or sold by odd-lo otherwise subject to the reporting re dealers. A bank's securities purchased quirements of section 16(a).
or sold by an odd-lot dealer (1) in od: (3) In the event that 10 percent of any lots so far as reasonably necessary to class of any equity security of a bank carry on odd-lot transactions, or (2) in is held in a trust, that trust and the round lots to offset odd-lot transactions trustees thereof as such shall be deemed previously or simultaneously executed or a person required to file the reports reasonably anticipated in the usual specified in section 16(a).
course of business, shall be exempt from (4) Not more than one report need be the provisions of section 16 with respect filed to report any holdings of a bank's to participation by such odd-lot dealer securities or with respect to any trans in such transactions. action in such securities held by a trust, (g) Eremption of small transactions regardless of the number of officers, di from section 16(a). (1) Any acquisition rectors, or 10-percent stockholders who of a bank's securities shall be exempt are either trustees, settlors, or benefici from section 16(a) where (1) the person aries of a trust if the report filed dis effecting the acquisition does not within closes the names of all trustees, settlors, 6 months thereafter effect any disposiand beneficiaries who are officers, direc tion, otherwise than by way of gift, of tors, or 10-percent stockholders. A per securities of the same class, and (ii) the son having an interest only as a bene person effecting such acquisition does ficiary of a trust shall not be required not participate in acquisitions or in disto file any such report so long as he positions of securities of the same class relies in good faith upon an understand having a total market value in excess of ing that the trustees of such trust will $3,000 for any 6-month period during Alle whatever reports might otherwise be which the acquisition occurs. required of such beneficiary.
(2) Any acquisition or disposition of (5) In determining, for the purposes a bank's securities by way of gift, where of paragraph (a) of this $ 335.6, whether the total amount of such gifts does not & person is the beneficial owner, directly exceed $3,000 in market value for any or indirectly, of more than 10 percent of 6-month period, shall be exempt from any class of equity security of a bank, section 16(a) and may be excluded from the interest of such person in the re the computations prescribed in subparamainder of a trust shall be excluded. graph (1) (ii) of this paragraph.
(6) No report shall be required by any (3) Any person exempted by subparaperson, whether or not otherwise sub graph (1) or (2) of this paragraph ject to the requirement of Aling reports shall include in the first report filed by under section 16(a), with respect to his him after a transaction within the ex.
emption a statement showing his acqui the distribution of a substantial block of sitions and dispositions for each 6-month such securities shall be exempt from the period or portion thereof that has provisions of section 16(b), to the exelapsed since his last filing.
tent specified in this paragraph, es (h) Temporary exemption of certain not comprehended within the purpose of persons from sections 16 (a) and (b).
said section, upon the following condi-During the period of 12 months follow tions: ing their appointment and qualification, (1) The person effecting the transacia bank's securities held by the following tion is engaged in the business of dispersons shall be exempt from sections tributing securities and is participating 16(a) and 16(b): (1) executors or ad in good faith, in the ordinary course of ministrators of the estate of a decedent; such business, in the distribution of such (ii) guardians or committees for an in block of securities; competent; and (iii) receivers, trustees in (i) The security involved in the trans
bankruptcy, assignees for the benefit of action is (a) a part of such block of sei creditors, conservators, liquidating curities and is acquired by the person
agents, and similar persons duly au effecting the transaction, with a view to thorized by law to administer the estate the distribution thereof, from the bank or assets of other persons. After the or other person on whose behalf such
12-months period following their ap securities are being distributed or from ti pointment and qualification the forego & person who is participating in good
ing persons shall be required to file re faith in the distribution of such block ports under section 16(a) with respect to of securties, or (b) a security purchased a bank's securities held by the estates in good faith by or for the account of the that they administer and shall be liable person effecting the transaction for tho for profits realized from trading in such purpose of stabilizing the market price of securities pursuant to section 16(b) only securities of the class being distributed when the estate being administered is a or to cover an over-allotment or other beneficial owner of more than 10 percent short position created in connection of any class of equity security of a bank. with such distribution, and
(1) Exemption from section 16(b) of (iil) Other persons not within the purtransactions that need not be reported
view of section 16(b) are participating in under section 16(a). Any transaction
the distribution of such block of securithat has been or shall be exempted by
ties on terms at least as favorable as the Corporation from the requirements
those on which such person is participatof section 16(a) shall, insofar as it is
ing and to an extent at least equal to the otherwise subject to the provisions of
aggregate participation of all persons exsection 16(b), be likewise exempted from
empted from the provisions of section section 16(b).
16(b) by this paragraph. However, (j) Exemption from section 16(b) of
the performance of the functions of certain transactions by registered invest manager of a distributing group and the ment companies. Any transaction of
receipt of a bona fide payment for perpurchase and sale, or sale and purchase,
forming such functions shall not preclude of any equity security of a bank shall be
an exemption that would otherwise bo exempt from the operation of section
avallable under this paragraph. 16(b), as not comprehended within the
(2) The exemption of a transaction purpose of that section, if the transaction
pursuant to this paragraph with reis effected by an investment company
spect to the participation therein of ono registered under the Investment Com party thereto shall not render such pany Act of 1940 and both the purchase
transaction exempt with respect to parand sale of such security have been ex
ticipation of any other party therein unempted from the provisions of section
less such other party also meets the con17(a) of the Investment Company Act
ditions of this paragraph. of 1940 by an order of the Securities and (l) Exemption from section 16(b) of Exchange Commission entered pursuant acquisitions of shares of stock and stock to section 17(b) of that Act.
options under certain stock bonus, stock (k) Exemption from section 16(6) of option, or similar plans. Any acquisition certain transactions effected in connec
of shares of a bank's stock (other than tion with a distribution. (1) Any trans
stock acquired upon the exercise of an action of purchase and sale, or sale and option, warrant, or right) pursuant to a purchase, of an equity security of a stock bonus, profit sharing, retirement, bank that is effected in connection with incentive, thrift, savings, or similar plan