banking association shall be valid until the whole amount of such increase is paid in or, in the case of an increase by way of a stock dividend, until such stock dividend has been duly declared by the stockholders and notice thereof, duly acknowledged before a notary

public by the president, vice president or cashier of the bank, has been transmitted to the Comptroller of the Currency and his certificate obtained specifying the amount of such increase in capital and his final approval thereof.

Sec.

§ 15.2 Change in control-own bank.

(a) It shall be the duty of the president or other chief executive officer of a national bank to submit a report to the Comptroller of the Currency whenever he believes that a change in controlling ownership of his bank has taken place. If there is any doubt concerning whether a particular change in ownership is sufficient to effect a change in control, such doubt shall be resolved in favor of submitting a report to the Comptroller. The report shall be in letter form and shall contain the following information to the extent that it is known to the person making the report: (1) The

number of shares involved; (2) the identity of the sellers (or transferors); (3) the names of the purchasers (or transferees); (4) the names of the beneficial owners if the shares are registered in another name; (5) the purchase price; (6) the total number of shares owned by the sellers (or transferors), the purchasers (or transferees); and (7) beneficial owners both immediately prior to and after the transaction.

(b) The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the bank.

§ 15.3 Report of loans secured by stock of other insured banks.

(a) Whenever a national bank makes a loan or loans, secured, or to be secured, by 25 per centum or more of the outstanding voting stock of an insured bank, the president or other chief executive officer of the lending bank shall promptly report such fact to the Board of Governors of the Federal Reserve System where the shares of a member bank are pledged or to the Federal Deposit Insurance Corporation where the shares of a nonmember insured bank are pledged. No report need be made in those cases where the borrower has been the owner of record of the stock for a period of 1 year or more, or the stock is that of a newly organized bank prior to its opening.

(b) The reports required under this section shall contain, to the extent that it is known by the person making the report, the same information called for in § 15.2.

Sec.

(a) This part is issued under the general authority of the national banking laws, R.S. 324 et seq., as amended; 12 U.S.C. 1 et seq. and section 12, Securities Exchange Act of 1934, as amended, and contains all the rules applicable to national banks concerning the public offering of their securities.

(b) This part shall apply to any public offering of a security of an existing national bank, or a new national bank (one which has not yet received its charter), by, for, or on behalf of such bank unless specified herein to the contrary.

(c) This part shall not apply to an offering of a national bank's securities made pursuant to a stock option, bonus, deferred compensation, or similar plan, provided that such plan has been approved by the Comptroller of the Currency.

(d) This part shall not apply to an offering of a national bank's short term commercial paper if the Comptroller of the Currency determines in the public interest that the protection of this part is not required.

§ 16.2 Registration of securities of existing national banks.

No existing national bank shall publicly offer or sell any of its securities unless such securities shall have been made the subject of a registration statement filed in the Office of the Comptroller of the Currency (in the case of offers) and declared effective (in the case of sales), except that this section shall not apply in respect of a public offering where prior to such offering no class of the national bank's equity securities is held of record by more than 750 persons (after May 1, 1967, 500 or more persons) or the total public offering price of such offerings is less than $1 million.

§ 16.3 Content of registration statement.

The registration statement and offering circular (which may be identical to the registration statement) filed pursuant to this part shall contain at a minimum the following information:

(a) Issuer. On the outside front cover page of the registration statement and offering circular: (1) The exact name and address of the issuing national bank; (2) that the issuance of these securities is subject to the approval of and the regulations of the Comptroller of the Currency of the United States; and (3) the date the registration statement or amendment is declared effective.

(b) Distribution. On the same page referred to in the preceding paragraph state: (1) The number of and dollar amount of securities being offered; (2) the per security and aggregate offering price and the per security and aggregate proceeds to be received