rities are additional shares of common stock of a class outstanding, the description may be omitted except for a statement of the preemptive rights, if any. Where the statutory provisions with respect to preemptive rights are so indefinite or complex that they cannot be stated in summarized form, it will suffice to make a statement in the form of an opinion of counsel as to the existence and extent of such rights.

(c) Describe briefly the transaction in which the securities are to be issued, including a statement as to: (1) The nature and approximate amount of consideration received or to be received by the bank, and (2) the approximate amount devoted to each purpose so far as determinable, for which the net proceeds have been or are to be used. If it is impracticable to describe the transaction in which the securities are to be issued, state the reason, indicate the purpose of the authorization of the securities, and state whether further authorization for the issuance of the securities by a vote of security holders will be solicited prior to such issuance.

(d) If the securities are to be issued otherwise than in a general public offering for cash, state the reasons for the proposed authorization or issuance and the general effect thereof upon the rights of existing security holders.

Item 13-Modification or Exchange of Securities.

If action is to be taken with respect to the modification of any class of securities of the bank, or the issuance or authorization for issuance of securities of the bank in exchange for outstanding securities of the bank, furnish the following information:

(a) If outstanding securities are to be modified, state the title and amount thereof. If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor, and the basis of the exchange.

(b) Describe any material differences between the outstanding securities and the modified or new securities in respect of any of the matters concerning which information would be required in the description of the securities in a registration statement filed under to this part.

(c) State the reasons for the proposed modification or exchange, and the general effect thereof upon the rights of existing security holders.

(d) Furnish a brief statement as to arrears in dividends or as to defaults in principal or interest in respect to the outstanding securities which are to be modified or exchanged and such other information as may be appropriate in the particular case to disclose adequately the nature and effect of the proposed action.

(e) Outline briefly any other material features of the proposed modification or exchange.

Instruction. If the existing security is presently listed and registered on a national securities exchange, state whether it is intended to apply for listing and registration of the new or reclassified security on such exchange or any other exchange. If it is not intended to make such application, state the effect of the termination of such listing and registration.

Item 14-Mergers; Consolidations; Acquisitions; and Similar Matters.

If action is to be taken with respect to any plan for: (i) The merger or consolidation of the bank into or with any other person or of any other person into or with the bank; (ii) the acquisition by the bank or any of its subsidiaries of securities of another bank; (iii) the acquisition by the bank of any other going business or of the assets thereof; (iv) the sale or other transfer of all or any substantial part of the assets of the bank; or (v) the voluntary liquidation or dissolution of the bank:

(a) Outline briefly the material features of the plan. State the reasons therefor and the general effect thereof upon the interests of existing security holders. If the plan is set forth in a written document, file three copies thereof with the FDIC when preliminary copies of the Statement are filed under § 335.204.

(b) Furnish the following information as to the bank and each person which is to be merged into the bank, or into or with which the bank is to be merged or consolidated, or the business or assets of which are to be acquired, or which is the issuer of securities to be acquired by the bank or any of its subsidiaries in exchange for all or a substantial part of its assets. What is required is information essential to an investor's appraisal of the action proposed to be taken:

(1) A brief description of the business and property of each such person in substantially the manner described in items 1 and 3 of Form F-1.

(2) A brief statement as to dividends in arrears, defaults in principal or interest in respect to any securities of the bank or of such person, and as to the effect of the plan thereon and such other information as may be appropriate in the particular case to disclose adequately the nature and effect of the proposed action.

(3) The information with respect to the proposed management of the surviving bank required by items 6 and 7 of this Form F-5. Information concerning remuneration of management may be projected for the current year based on remuneration actually paid or accrued by each of the constituent persons during the last calendar year. If sig

nificantly different, proposed compensation arrangements should also be described.

(4) A tabular presentation of the existing and pro forma capitalization.

(5) In columnar form, for each of the last five fiscal years, a historical summary of earnings. Such summary is to be concluded by indicating per share amounts of income before securities gains (losses), net income, and dividends declared for each period reported. (Extraordinary items, if any, should be appropriately reported and per share amounts of securities gains (losses) may be included.) See instruction 4 to this item.

(6) In columnar form, for each of the last five fiscal years, a combined pro forma summary of earnings, as appropriate in the circumstances, similar in structure to the historical summary of earnings. If the transaction establishes a new basis of accounting for assets of any of the persons included therein, the pro forma summary of earnings shall be furnished only for the most recent fiscal year and interim period and shall reflect appropriate pro forma adjustments resulting from such new basis of accounting.

(7) A tabular presentation of comparative per share data of the constituent banks or other persons pertaining to:

(A)(i) Income before securities gains (losses); (ii) net income; and (iii) dividends declared, for each of the last five fiscal years; and

(B) Book value per share, at the date of the balance sheets included in the statement.

The comparative per share data shall be presented on a historical and pro forma basis (except dividends which are to be furnished on historical basis only) and equated to a common basis in exchange transactions.

(8) To the extent material for the exercise of prudent judgment, the historical and pro forma earnings data specified in (5), (6), and (7) above for the latest available interim period of the current and prior fiscal years.

Instructions. 1. Historical statements of income in their entirety, as required by item 15, may be furnished in lieu of the summary of earnings specified in paragraph 5. If summary earnings information is presented, show, as a minimum, operating revenues, operating expenses, income before income taxes and securities gains (losses), applicable income taxes, income before securities gains (losses), securities gains (losses), extraordinary items less applicable tax, cumulative effects of changes in accounting principles, and net income. The summary shall reflect retroactive adjustments or any material items affecting the comparability of the results.

2. In connection with any interim period or periods between the end of the last fiscal year and the balance sheet date, and any comparable prior period, a statement shall be made that all adjustments necessary to a

fair statement of the results for such interim period or periods have been included, and results of the interim period for the current year are not necessarily indicative of results for the entire year. In addition, there shall be furnished in such cases, as supplemental information but not as a part of the proxy statement, a letter describing in detail the nature and amount of any adjustments, other than normal recurring accruals, entering into the determination of the results shown.

3. The information required by this item 14(b) is required in a statement of the "acquiring" or "surviving" bank only where a "significant" merger or acquisition is to be voted upon. For purposes of this item, the term "significant" merger or acquisition shall mean a transaction where either: (1) The net book value of assets to be acquired or the amount to be paid therefor exceeds five percent of the equity capital accounts of the acquiring bank, or (2) in an exchange transaction, the number of shares to be issued exceeds five percent of the outstanding shares of the acquiring bank, or (3) gross operating revenues for the last fiscal year of the person to be acquired exceeded five percent of the gross operating revenues for the last fiscal year of the acquiring bank. If less than a "significant" merger or acquisition is to be voted upon, such information need only be included to the extent necessary for the exercise of prudent judg ment with respect thereto.

4. Furnish the information required by item 7 of Form F-2 (§ 335.312).

5. In addition, to reflect the succession to any businesses, there shall be filed in columnar form (1) a balance sheet of the bank (or the bank and its subsidiaries consolidated, if appropriate), (2) the balance sheets of the constituent businesses, (3) the changes to be effected in the succession, and (4) the pro forma balance sheet of the bank giving effect to the plan of succession. There shall also be filed in columnar form pro forma statements of income for the periods for which the results of operations of the acquired business would have been included in the bank income statement for a pooling of interests or would have been presented on a pro forma basis for a purchase had the succession occurred on the date of the latest balance sheet filed. By a note to the financial statements or otherwise, a brief explanation of the changes shall be given.

(c) As to each class of securities of the bank, or of any person specified in paragraph (b), which is admitted to dealing on a national securities exchange or with respect to which a market otherwise exists, and which will be materially affected by the plan, state the high and low sale prices (or in the absence of trading in a particular period, the range of the bid and asked

prices) for each quarterly period within two years. This information may be omitted if the plan involves merely the voluntary liquidation or dissolution of the bank.

Item 15-Financial Statements.

(a) If action is to be taken with respect to any matter specified in items 12, 13, or 14 above, furnish verified financial statements of the bank and its subsidiaries such as would be required in a registration statement filed under this part. In addition, the latest available interim date balance sheet and statement of income for the interim period between the end of the last fiscal year and the interim balance sheet date, and comparable prior period, shall be furnished. All schedules, except schedule VI— "Allowance for Possible Loan Losses" may be omitted.

(b) If action is to be taken with respect to any matter specified in item 14(b), furnish for each person specified therein, other than the bank, financial statements such as would be required in a registration statement filed under this part. In addition, the latest available interim date balance sheet and statement of income for the interim period between the end of the last fiscal year and the interim balance sheet date, and comparable prior period, shall be furnished. However, the following may be omitted: (1) All schedules, except schedule VI"Allowance for Possible Loan Losses"; and (2) statements for a subsidiary, all of the stock of which is owned by the bank, that is included in the consolidated statement of the bank and its subsidiaries. Such statements shall be verified, if practicable.

(c) Notwithstanding paragraphs (a) and (b) above, any or all of such financial statements which are not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. Such financial statements are deemed material to the exercise of prudent judgment in the usual case involving the authorization or issuance of any material amount of senior securities, but are not deemed material in cases involving the authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition, or similar transaction.

(d) The statement may incorporate by reference any financial statements contained in an annual report sent to security holders under § 335.203 with respect to the same meeting as that to which the statements relate, provided such financial statements substantially meet the requirements of this item.

Item 16-Action With Respect to Reports.

If action is to be taken with respect to any report of the bank or of its directors, officers, or committees or any minutes of meetings of its security holders, furnish the following information:

(a) State whether or not such action is to constitute approval or disapproval of any of the matters referred to in such reports or minutes.

(b) Identify each of such matters which it is intended will be approved or disapproved, and furnish the information required by the appropriate item or items of this schedule with respect to each such matter.

Item 17-Matters Not Required To Be Submitted.

If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, state the nature of such matter, the reasons for submitting it to a vote of security holders and what action is intended to be taken by the management in the event of a negative vote on the matter by the security holders.

Item 18-Amendment of Charter; Bylaws; or Other Documents.

If action is to be taken with respect to any amendment of the bank's charter, bylaws, or other documents as to which information is not required above, state briefly the reasons for and general effect of such amendment.

Instruction. Where the matter to be acted upon is the classification of directors state whether vacancies which occur during the year may be filled by the board of directors to serve only until the next annual meeting or may be so filled for the remainder of the full term.

Item 19-Other Proposed Action.

If action is to be taken with respect to any matter not specifically referred to above, describe briefly the substance of each such matter in substantially the same degree of detail as is required by items 5 to 18, inclusive, above.

Item 20-Vote Required for Approval.

As to each matter which is to be submitted to a vote of security holders, other than elections to office or the selection or approval of auditors, state the vote required for its approval.

Item 21-Acquisition or Disposition of Property.

If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:

(a) Describe briefly the general character and location of the property.

(b) State the nature and amount of consideration to be paid or received by the issuer or any subsidiary. To the extent practicable, outline briefly the facts bearing upon the question of the fairness of the consideration.

(c) State the name and address of the transferer or transferee, as the case may be, and the nature of any material relationship of such person to the issuer or any affiliate of the issuer.

(d) Outline briefly any other material features of the contract or transaction.

Item 22-Restatement of Accounts.

If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the bank, furnish the following information:

(a) State the nature of the restatement and the date as of which it is to be effective. (b) Outline briefly the reasons for the restatement and for the selection of the particular effective date.

(c) State the name and amount of each account (including any reserve accounts) affected by the restatement and the effect of the restatement thereon. Tabular presentation of the amounts shall be made when appropriate, particularly in the case of recapitalizations.

(d) To the extent practicable, state whether and the extent, if any, to which the restatement will, as of the date thereof, alter the amount available for distribution to the holders of equity securities.

OPTION DISclosure InsTRUCTION

The table set forth below is an illustration of the presentation in tabular form of the

information required by item 7(c) and instruction 3(c) to item 9(d), which also applies to items 10(d) and 11(c). If only item 7(c) applies and items 9, 10, and 11 are inappropriate, information need only be furnished for the period specified in item 7(c), information as to shares sold may be omitted and the reference at the foot of the table to options granted to employees may be omitted. Other tabular presentations are, of course, acceptable if they include the necessary data. Tabular presentations may not be needed if only a very few options have been granted.

The following tabulation shows as to certain directors and officers and as to all directors and officers as a group (i) the amount of options granted since the beginning of the fifth previous full fiscal year, (ii) i the amount of shares acquired since that date through the exercise of options granted since that date or prior thereto, (iii) the amount of shares sold during such period of the same class as those so acquired, and (iv) the amount of shares subject to all unexercised options held as of date).

(Insert

of $

shares at an average option price per share

§ 335.213 Form for information statement (Form F-5A).

FORM F-5A

INFORMATION STATEMENT

NOTE: Where any item, other than item 5, calls for information with respect to any matter to be acted upon at the meeting, such item need be answered only with respect to proposals to be made by the bank.

Item 1. Information required by items of Form F-5 (12 CFR 335.212). Furnish the information called for by all of the items of Form F-5 (12 CFR 335.212) (other than

items 1, 3, and 4 thereof) which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.

Item 2. Statement that proxies are not solicited. The following statement shall be set forth on the first page of the information statement in bold-face type:

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Item 3. Date, time and place of meeting. State the date, time and place of the meeting of security holders, unless that informa

tion is otherwise disclosed in material furnished to security holders with the information statement.

Item 4. Interest of certain persons in or opposition to matters to be acted upon. (a) Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:

(1) Each person who has been a director or officer of the bank at any time since the beginning of the last fiscal year.

(2) Each nominee for election as a director of the bank.

(3) Each associate of the foregoing persons.

(b) Give the name of any director of the bank who has informed the bank in writing that he intends to oppose any action to be taken by the bank at the meeting and indicate the action which he intends to oppose.

Item 5. Proposals by security holders. If any security holder entitled to vote at the meeting has submitted to the bank a reasonable time before the information statement is to be transmitted to security holders a proposal, other than elections to office, which is accompanied by notice of his intention to present the proposal for action at the meeting, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by the bank at the meeting.

Instructions. 1. This item need not be answered as to any proposal submitted with respect to an annual meeting if the proposal is submitted less than 60 days in advance of a day corresponding to the date of mailing a proxy statement or information statement in connection with the last annual meeting of security holders.

2. If the bank intends to rule a proposal out of order, the FDIC shall be so advised at the time preliminary copies of the information statement are filed with the FDIC, together with a statement of the reasons why the proposal is not deemed to be a proper subject for action by security holders.

§ 335.220 Special provisions applicable to election contests.

(a) Solicitations to which the section applies. This section applies to any solicitation subject to this Subpart B by any person or group of persons for the purpose of opposing a solicitation subject to this Subpart B by any other person or group of persons with reSspect to the election or removal of directors at any annual or special meeting of security holders.

(b) Participant defined. (1) For purposes of this section the terms "partic

ipant” and “participant in a solicitation" include the following:

(i) The bank;

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

(iii) 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;

(iv) 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;

(v) 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;

(vi) Any other person who solicits proxies.

(2) Such terms do not include:

(i) Any person or organization retained or employed by a participant to solicit security holders and whose activities are limited to the performance of his duties in the course of such employment, or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties; (ii) 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;

(iii) Any person regularly employed as an officer or employee of the bank or any of its subsidiaries who is not otherwise a participant; or

(iv) Any officer or director of, or any person regularly employed by, any