ending dates of each and the name, principal business, and address of any business corporation or other business organization in which each such occupation, position, office, or employment was carried on. (c) State whether or not you are or have been a participant in any other proxy contest involving the bank or other corporations within the past ten years. If so, identify the principals, the subject matter and your relationship to the parties and the outcome. (d) State whether or not, during the past ten years, you have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. A negative answer to this subitem need not be included in the Statement or other proxy soliciting material. Item 3-Interests in Securities of the Bank. (a) State the amount of each class of securities of the bank that you own beneficially, directly, or indirectly. (b) State the amount of each class of securities of the bank that you own of record but not beneficially. (c) State with respect to the securities specified in (a) and (b) the amounts acquired within the past two years, the dates of acquisition and the amounts acquired on each date. (d) If any part of the purchase price or market value of any of the shares specified in paragraph (c) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, so state and indicate the amount of the indebtedness as of the latest practicable date. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker, or dealer, briefly describe the transaction, and state the names of the parties. (e) State whether or not you are a party to any contracts, arrangements or understandings with any person with respect to any securities of the bank, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. If so, name the persons with whom such contracts, arrangements, or understandings exist and give the details thereof. (f) State the amount of securities of the bank owned beneficially, directly, or indirectly by each of your associates and the name and address of each such associate. (g) State the amount of each class of securities of any parent or subsidiary of the bank which you own beneficially, directly, or indirectly. Item 4-Further Matters. (a) Describe the time and circumstances under which you became a participant in the solicitation and state the nature and extent of your activities or proposed activities as a participant. (b) Furnish for yourself and your associates the information required by Item 7(1) of Form F-5. (c) State whether or not you or any of your associates have any arrangement or understanding with any person; (1) With respect to any future employment by the bank or its affiliates; or (2) With respect to any future transactions to which the bank or any of its affiliates will or may be a party. If so, describe such arrangement or understanding and state the names of the parties thereto. (d) State the total amount contributed and proposed to be contributed by you in furtherance of the solicitation, directly or indirectly, if such amount exceeds or will exceed $500 in the aggregate. Item 5-Signature. The statement shall be dated and signed in the following manner: I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief. (Signature of participant or authorized representative) Date Instruction. If the statement is signed on behalf of a participant by the latter's authorized representative, evidence of the representative's authority to sign on behalf of such participant shall be filed with the statement. [40 FR 47346, Oct. 8, 1975; 41 FR 4897, Feb. 3, 1976] § 335.53 Form for statement to be filed pursuant to § 335.5(m) of part 335 (Form F-12). FORM F-12 STATEMENT TO BE FILED PURSUANT TO GENERAL INSTRUCTIONS The item numbers and captions of the items shall be included but the text of the items may be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. Item 1-Security and Bank. (a) State the title of the class of equity securities to which this statement relates and the name and address of the bank which issued such securities. (b) Identify the tender offer or request or invitation for tenders to which this statement relates and state the reasons for the solicitation or recommendation to security holders to accept or reject such tender offer, request, or invitation for tenders. Item 2-Identity and Background. (a) State the name and business address of the person filling this statement. (b) Describe any arrangement or understanding in regard to the solicitation with (1) the bank or the management of the bank or (11) the maker of the tender offer or request or invitation for tender of securities of the class to which this statement relates. Item 3-Persons Retained, Employed or To Be Compensated. Identify any person or class of persons employed, retained or to be compensated, by the person filing this Form F-12, or by any person on his behalf, to make solicitations or recommendations to security holders and describe briefly the terms of such employment, retainer or arrangement for compensation. Item 4-Material To Be Filed as Exhibits. Copies of all solicitations or recommendations to accept or to reject a tender offer or request or invitation for tenders of the ecu§ 335.61 If the statement is signed on behalf of a person by an authorized representative, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement. 140 FR. 47346, Oct. 8, 1975; 41 FR 4897, Feb. 3, 1976] Initial statement of beneficial ownership of equity securities ( Form F−7). GENERAL INSTRUCTIONS 1. Persons Required To File Statements. A statement on Form F-7 must be filled in duplicate (a) within 10 days of the effective date of the registration of any class of equity securities of a bank pursuant to Section 12 of the Act by every person, whether or not he owns any equity securities of the bank, who: (1) is a director (including honorary directors) or officer of the bank which is the issuer of such securities or (11) is directly or indirectly the beneficial owner of more than 10 percent of such class, and (b) within 10 days of becoming so, by every person who thereafter becomes such a beneficial owner, director or officer. The term "officer" refers to individuals occupying major policy-making roles, including: Chairman of the Board of Directors, Vice Chairman of the Board, Chairman of the Executive Committee, President, Vice President (except as indicated below), Cashier, Treasurer, Secretary, Comptroller, and any other person who participates in major policy-making functions. In some banks (particularly banks with officers bearing such titles as "Executive Vice President", "Senior Vice President", "First Vice President", or a number of other Vice Presidents), some or all Vice Presidents do not participate in major policy-making functions. Such persons are not officers for the purposes of this statement. 2. Where Statements Are To Be Filed. (a) One manually signed copy of each statement shall be filed with the Federal Deposit Insurance Corporation, Washington, D.C. 20429. One manually signed copy thereof shall also be filled with each exchange on which any class of equity securities of the bank is listed and registered unless the bank has, in accordance with § 335.6 (a) (3), designated a single exchange to receive such statements. (b) Statements are not deemed to be filed with the Corporation or an exchange until they are actually received by the Corporation or exchange. 3. Separate Statement for Each Bank. A separate statement shall be filed with respect to the equity securities of each bank. 4. Date as of Which Information Is To Be Given. Information as to the amount of securities beneficially owned, including those subject to puts, calls, options, warrants, etc., shall be given as of the date on which the event occurred which requires the filing of the statement on this form. 5. Relationship of Reporting Person to Bank. Indicate clearly the relationships of the reporting person to the bank by checking the appropriate box(es), 1.e., Director, Officer, 10 percent Owner in Item 8 of the statement. 6. Title of Equity Securities and Classes of Securities To Be Reported. The statement of the title of an equity security should clearly distinguish it from any securities of other classes issued by the bank. Persons specified in Instruction 1, above, shall include information as to their beneficial ownership of all classes of equity securities of the bank, even though one or more of such classes may not be registered pursuant to Section 12 of the Act. 7. Statement Required Although No Securities are Owned. are If any person required to file a statement on this form does not own any securities required to be reported, a statement on this form shall be filed to report that fact. 8. Reporting of Conversion Feature Cases. (a) When two ог more securities owned as a unit, such as debentures and transferable warrants to purchase common stock, report each security separately and describe the unit relationship in the "Comments" space of the statement. If one or more of the securities comprising the unit is not required to be reported, the other security or securities shall be reported separately and the unit relationship described as indicated above. (b) In reporting the ownership of a convertible security or a transferable warrant, the number of shares or units subject to the conversion privilege and the conversion or exercise price per share or unit shall be set forth in the "Comments" space. Transferable warrants issued by the issuer of the security subject to the warrants shall be reported in the body of the statement (in which case the exercise price and date of expiration of the warrant shall be reported in the "Comments" space). (c) Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership. 9. Statement of Amounts of Securities. In stating amounts of securities in Item 10 of the statement, give the face amount of debt securities or the number of shares or other units of other securities. In the case of securities owned beneficially through 8 spouse, relative or other natural person, or through a partnership, corporation, trust or other entity, the entire amount of securities owned by such natural person, partnership, corporation, trust or other entity shall be stated. The person whose ownership is reported may, if he so desires, also indicate in a footnote or other appropriate manner, the extent of his interest in the holdings of the partnership, corporation, trust or other entity through which securities are beneficially owned. 10. Nature of Ownership of Securities. (a) In reporting the nature of beneficial ownership of securities, check the appropriate column in Item 11 of the statement. If they are owned indirectly, state the nature of such indirect ownership in Item 12 of the statement; for example, "By self as trustee for sons", "By Wife", "By X Trust", "By Y Corporation", etc. If the securities are owned directly and other securities are owned indirectly, the required information shall be furnished separately for each type of ownership. Each type of indirect ownership is to be reported on a separate line. Securities held as joint tenants, tenants in common, tenants by the entirety or as community property are to be reported as held directly. (b) Beneficially owned securities held in the name of the reporting person or in the name of a bank, broker or nominee for the account of the reporting person shall be reported as directly owned by him. A person is regarded as the indirect beneficial owner of securities held in the name of another person if, by reason of any contract, understanding, relationship, including a family relationship, or arrangement, such person obtains therefrom benefits substantially equivalent to those of ownership. For example, a person may be the indirect beneficial owner of securities held in the name of a spouse, relative or other person if such person may obtain therefrom benefits substantially equivalent to those of ownership. A person may also be the indirect beneficial owner of securities held in the name of a partnership, corporation, trust or other entity if such person or a spouse or relative of such person, individually or collectively, may exercise a controlling influence over the purchase, sale or voting of such securities. 11. Transferable Warrants, Puts, Calls, Options and Other Rights. Transferable warrants, options, puts, and calls, any combination of puts and calls, such as spreads, straddles, strips and straps (all hereinafter referred to as options), should be reported in the "Comments" space. Title of securities subject to the option, the nature of the option, the amount of securities subject to the option (see Instruction 9), the purchase or sale price of the securities subject to the options and the date of expiration of the option shall be stated. In reporting the nature of the option, state whether it represents a right to buy, a right to sell, an obligation to buy or an obligation to sell, the securities subject to the option. If a warrant is not presently exercisable, state the price at which it will first become exercisable. If a warrant, put, call or option is exercisable at various increasing prices, state the price at which it is presently exercisable. 12. Inclusion of Additional Information. § 335.62 F-8). A statement may include any additional information or explanation deemed relevant by the person filing the statement. If additional space is necessary for explanation, attach a separate sheet to the form. 13. Signature. If the statement is filed for a corporation, partnership, trust or other entity, the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement. If the statement is filed for an individual, it shall be signed by him or specifically on his behalf by a person authorized to sign for him. If signed on his behalf by another person, the authority of such person to sign the statement shall be confirmed to the Corporation in writing as soon as practicable by the individual for whom the statement is filed, unless such a confirmation which is still in effect is on file with the Corporation. 140 PR 47346, Oct. 8, 1975; 41 FR 4897, Feb. 3, 1976] Statement of changes in beneficial ownership of equity securities (Form GENERAL INSTRUCTIONS 1. Persons Required to File Statements. (a) A statement on Form F-8 is to be filed in duplicate on or before the 10th day after the end of each month in which any change in beneficial ownership has occurred, by evrey person (1) who at any time during any calendar month was: (1) directly or indirectly the beneficial owner of more than 10 percent of any class of equity securities of a bank registered pursuant to Section 12 of the Act or (ii) a director (including honorary directors) or officer of the bank which is the issuer of such securities, and (2) who during such month had any change in the nature or amount of his beneficial ownership of any class of equity securities of such bank. The term "officer" means a Chairman of the Board of Directors, Vice Chairman of the Board, Chairman of the Executive Committee, President, Vice President (except as indicated in the next sentence), Cashier, Treasurer, Secretary, Comptroller, and any other person who participates in major policy-making functions of the bank. In some banks (particularly banks with officers bearing titles such as Executive Vice President, Senior Vice President, or First Vice President, as well as a number of "Vice Presidents"), some or all "Vice Presidents" do not participate in major policy-making functions. Such persons are not officers for the purposes of this statement. (b) Not more than one report need be filed to report any holdings of a bank's securities or with respect to any transaction in such securities held by a trust, regardless of the number of officers, directors, or 10 percent stockholders who are either trustees, settlors, or beneficiaries of a trust if the report filed discloses the name of all trustees, settlors, and beneficiaries who are officers, directors, or 10 percent stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustees of such trust will file whatever reports might otherwise be required of such beneficiary. 2. Where Statements Are To Be Filed. (a) One manually signed copy of each statement, shall be filed with the Federal Deposit Insurance Corporation, Washington, D.C. 20429. One manually signed copy thereof shall also be filed with each exchange on which any class of equity securities of the company is listed and registered unless the bank has. in accordance with § 335.6 (a) (3), designated a single exchange to receive statements. (b) Statements are not deemed to be filed with the Corporation or an exchange until they are actually received by the Corporation or exchange. 3. Separate Statement for Each Bank. A separate statement shall be filed with respect to the equity securities of each bank. 4. Relationship of Reporting Person to Bank. Indicate clearly the relationship of the reporting person to the bank by checking the appropriate box(es), 1.e., Director, Officer, 10 percent Owner, in Item 8 of the statement. 5. Title of Equity Securities and Classes of Securities to be Reported. The statement of the title of an equity security should clearly distinguish it from any securities of other classes issued by the bank. Persons reporting pursuant to Section 16(a) of the Act shall include information as to changes in the amount of securities beneficially owned, changes in the nature of beneficial ownership, and the amount of their beneficial ownership at the end of the month of all classes of equity securities of the bank even though one or more of such classes may not be registered pursuant to Section 12 of the Act. 6. All Transactions to be Reported. Every transaction shall be reported even though acquisitions and dispositions during the month are equal, or the change involves only the nature of ownership, such as a change from indirect ownership through a trust or corporation to direct ownership by the reporting person. 7. Reporting of Transactions. (a) In reporting the acquisition or disposition of a convertible security or a transfera ble warrant, the number of shares or units subject to the conversion privilege or warrant and the conversion or exercise price per share or unit shall be set forth in the "Comments" space. When a convertible security is converted or a warrant is exercised, the amount of securities acquired as a result of such conversion or exercise shall be reported and, in addition, the disposition of the convertible security or warrant shall be reported as a separate transaction. (b) The acquisition, disposition, exercise, or expiration or cancellation of a put, call, option or other right or obligation to buy or sell securities (all hereinafter referred to as options) is deemed to effect a change in beneficial ownership of the security to which the option relates and shall be reported in the "Comments" space. If the option is exercised, the transaction shall be reported in the "Comments" space and the acquisition or disposition of the security subject to the warrants shall be reported in the body of the statement. Transferable warrants issued by the issuer of the security subject to the warrants shall be reported (in which case the exercise price and date of expiration of the warrant shall be reported in the "Comments" space). 8. Date of Transaction. In giving the dates required, the month, day and year shall be given. Dates may be abbreviated; for example, January 9, 1975, may be expressed as 1/9/75. The date shall be set forth opposite the transaction to which it relates. In the case of market transactions, the trade date shall be given and in the case of stock splits, stock dividends, etc., the record date shall be given. 9. Character of Transaction. (a) In reporting the character of a transaction in Item 11 of the statement, select the category below which most clearly states the character of the transaction reported: A. Open Market Purchase B. Open Market Sale C. Private Purchase D. Private Sale E. Acquired by Inheritance H. Exercise of Options M. Redeemed (called, matured, retired) O. Exercise of Warrants (b) In reporting the character of option type transactions in the "Comments" space, select the category below which most closely states the character of the transaction reported: A. Purchase of Put or Call |