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spect to the plan as proposed to be amended to security holders as such on a pro rata or modified and shall indicate any material basis. differences from the existing plan.
2. The instruction to Item 9 shall apply to Instructions. 1. The information called for paragraph (c) of this item. by paragraph (b)(3) or (c)(2) need not be 3. Include in the answer to paragraph (c) given as to payments made on an actuarial as to each director or officer named in basis pursuant to any group pension plan answer to Item 7(a) and as to all directors which provides for fixed benefits in the and officers as a group (i) the amount of seevent of retirement at a specified age or curities acquired during the past two years after a specified number of years of service. through the exercise of options granted
2. Instructions 1, 2, and 3 to Item 9 shall during the period or prior thereto; (ii) the apply to this item.
amount of securities sold during such period Item 11-Options; Warrants; or Rights. of the same class as those acquired through If action is to be taken with respect to the the exercise of such options; and (iii) the granting or extension of any options, war- amount of securities subject to all unexerrants, or rights to purchase securities of the cised options held as of the latest practicabank or any subsidiary, furnish the follow- ble date. ing information:
Item 12-Authorization or Issuance of Se(a) State (i) the title and amount of secu
curities Otherwise than for Exchange. rities called for or to be called for by such If action is to be taken with respect to the options, warrants, or rights; (ii) the prices, authorization or issuance of any securities expiration dates and other material condi- otherwise than in exchange for outstanding tions upon which the options, warrants, or securities of the bank, furnish the following rights may be exercised; (iii) the considera- information: tion received or to be received by the issuer (a) State the title and amount of securior subsidiary for the granting or extension ties to be authorized or issued. of the options, warrants, or rights; (iv) the (b) Furnish a description of the material market value of the securities called for or provisions of the securities such as would be to be called for by the options, warrants, or
required in a registration statement filed rights as of the latest practicable date, and pursuant to this part. If the terms of the se(v) in the case of options, the Federal curities cannot be stated or estimated with income tax consequences of the issuance respect to any or all of the securities to be and exercise of such options to the recipient authorized, because no offering thereof is and to the bank.
contemplated in the proximate future, and (b) State separately the amount of op- if no further authorization by security holdtions, warrants, or rights received or to be ers for the issuance thereof is to be obreceived by the following persons, naming
tained, it should be stated that the terms of each such person: (1) each director or officer the securities to be authorized, including named in answer to Item 7(a); (ii) each dividend or interest rates, conversion prices, nominee for election as a director of the
voting rights, redemption prices, maturity bank; (ill) each associate of such directors,
dates, and similar matters will be deterofficers, or nominees; and (iv) each other mined by the board of directors. If the secuperson who received or is to receive five per- rities are additional shares of common stock cent or more of such options, warrants, or of a class outstanding, the description may rights. State also the total amount of such
be omitted except for a statement of the options, warrants, or rights received or to be
preemptive rights, if any. Where the statureceived by all directors and officers of the
tory provisions with respect to preemptive bank as a group, without naming them.
rights are so indefinite or complex that they (c) Furnish such information, in addition
cannot be stated in summarized form, it will to that required by this item and Item 7 as
suffice to make a statement in the form of may be necessary to describe adequately the
an opinion of counsel as to the existence provisions already made pursuant to all
and extent of such rights. bonus, profit sharing, pension, retirement,
(c) Describe briefly the transaction in stock option, stock purchase, deferred com
which the securities are to be issued, includpensation, or other remuneration or incen- ing a statement as to (1) the nature and aptive plans, now in effect or in effect within the past five years, for (i) each director or
proximate amount of consideration received
or to be received by the bank, and (2) the officer named in answer to Item 7(a) who
approximate amount devoted to each purmay participate in the plan to be acted
pose so far as determinable, for which the upon; (ii) all directors and officers of the bank as a group, if any director or officer
net proceeds have been or are to be used. If may participate in the plan; and (ii) all em
it is impracticable to describe the transac
tion in which the securities are to be issued, ployees, if employees may participate in the plan.
state the reason, indicate the purpose of the Instructions. 1. Paragraphs (b) and (c) do
authorization of the securities, and state not apply to warrants or rights to be issued
whether further authorization for the issuance of the securities by a vote of security
30-027 0 - 78 - 14
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 aúthorization or issuance and the general effect thereof upon the rights of existing security holders.
Item 13–Modification of 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 pursuant 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.
(f) Instruction 1 to Item 9 shall apply to this item.
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 there
of; (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 Corporation when preliminary copies of the Statement are filed pursuant to 8 335.5(f).
(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 & 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 substantial. ly 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) Such information with respect to the proposed management of the surviving bank as would be required by Items 6 and 7 of this Form F-5. Information concerning re. muneration 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 significantly 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 faír 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 "acEquiring" 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 & 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 judgment with respect thereto.
4. The provisions of Section 335.41, Item 2, Instruction 6 shall apply to the summaries required by this item.
(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 pursuant to 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 VII—"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 pursuant to 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 VII—"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 state. ments 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, acquisi. tion, or similar transaction.
(d) The statement may incorporate by reference any financial statements contained in an annual report sent to security holders pursuant to $ 335.5(c) 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 the bank or of its directors, officers, or committees or any minutes of meetings of its security holders, furnish the fol. lowing 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 par. ticular 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(d) and Instruction 3(c) to Item 9(d), which also applies to Items 10(d) and 11(c). If only Item 7(d) applies and Items 9, 10, and 11 are inappropriate, information need only be furnished for the period specified in Item 7(d), 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. See Instruction 4 to Item 7(d). 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 di.
*All common share figures have been adjusted in accordance with the terms of the options to reflect the stock split in 19— and, where applicable, to give effect to share dividends.
*Sales by directors and officers who exercised options during the period 19— to date. NOTE.-In addition, during the period employees were granted options for share at an average option price per share of $
(40 FR 47346, Oct. 8, 1975; 41 FR 4896, Feb. 3, 1976, as amended 1977)
42 FR 13107, Mar. 9,
$335.52 Form for statement in election
contests (Form F-6).
STATEMENT IN ELECTION CONTEST
GENERAL INSTRUCTIONS All items shall be answered but the text of Any item may be omitted provided the an
swers thereto are prepared in the manner specified in § 335.4(u). If an item is inapplicable or the answer is in the negative, so state. The information called for by Items 2(a) and 3(a) or a fair summary thereof is required to be included in all preliminary soliciting material by 8 335.5(i).
Item 1-Bank, State the name and address of the bank.
Item 2-Identity and Background of Participant. (a) State the following: (1) Your name and business address. (2) Your present principal occupation or employment and the name, principal business, and address of any corporation or other organization in which such employment is carried on.
(b) State the following:
(2) Information as to all material occupations, positions, offices, or employments during the last ten years, giving starting
and 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. 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