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2018

Sec.

206.65 Form for registration of certain successor issuers pursuant to section 12 (b) or (g) of the Securities Exchange Act of 1934.

206.71 Forms for financial statements (Forms F-9, A, B, C, D, and E). 206.81 Form for statement to be filed pursuant to section 13(d)(4) of the Securities and Exchange Act of 1934 (Form F12).

206.82 Statement to be filed pursuant to section 14(d)(1) of the Securities Exchange Act of 1934 (Form F-13).

INTERPRETATIONS

206.101 Interpretation of definition of “officers."

206.102 Disclosure of loans to "insiders." 206.103 Financial statements to be included in annual reports to security holders. 206.104 Board policy regarding issuer tender offer and going private transactions.

AUTHORITY: Sec. 12(i) of the Securities Act of 1934, as amended (15 U.S.C. 787(i) (the "Act")).

SOURCE: 40 FR 50458, Oct. 30, 1975, unless otherwise noted.

REGULATIONS

§ 206.1 Scope of part.

This part is issued by the Board of Governors of the Federal Reserve System (the "Board") pursuant to section 12(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78) (the "Act") and applies to all securities subject to registration pursuant to section 12(b) or section 12(g) of the Act by a bank that is organized under State law and is a member of the Federal Reserve System ("bank”).

§ 206.2 Definitions.

For the purposes of this part, including all forms and instructions promulgated for use in connection herewith, unless the context otherwise requires:

(a) The terms "exchange", "director", "person", "security", and "equity security" have the meanings given them in section 3(a) of the Act.

(b) The term "affiliate" (whether referred to as an "affiliate" of, or a person "affiliated" with, a specified person) means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled

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by, or is under common control with, the person specified.

(c) The term "amount", when used with respect to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security.

(d) The term "associate", when used to indicate a relationship with any person, means (1) any corporation or organization (other than the bank or a majority-owned subsidiary of the bank) of which such person is an officer or partner or is, directly or indirectly, either alone or together with one or more members of his immediate family, the beneficial owner of 10 per cent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person, or who is a director or officer of the bank or any of its parents or subsidiaries.

(e) The term "charter" includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person.

(f) The term "control" (including the terms "controlling", "controlled by", and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(g) The term "employee" does not include a director, trustee, or officer.

(h) The term "equity capital accounts" means capital stock, surplus, undivided profits, and reserve for contingencies and other capital reserves.

(i) The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.

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(i) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(ii) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

(iii) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians, or in other fiduciary capacities with respect to a single trust, estate, or account shall be included as held of record by one person.

(iv) Securities held by two or more persons as co-owners shall be included as held by one person.

(v) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the bank can establish that, if such securities were registered, they would be held of record, under the provisions of this paragraph (j), by a lesser number of persons.

(vi) Securities registered in substantially similar names, where the bank has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.

(2) Notwithstanding (5)(1) of this section:

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(i) Securities held subject to a voting trust, deposit agreement, or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts, or similar evidences of interest that the bank may rely in

good faith on such information as received in response to its reque from a nonaffiliated issuer of the c tificates or interests.

(ii) If the bank knows or has reas to know that the form of holding se rities of record is used principally circumvent the provisions of secti 12(g)(1) of the Act, the benefi owners of such securities shall deemed to be record owners thereof (k) The term "immediate family" cludes a person's (1) spouse; (2) s daughter, and descendant of eith (3) father, mother, and ancestor either; (4) stepson and stepdaugh and (5) stepfather and stepmoth For the purpose of determin whether any of the foregoing relati ships exist, a legally adopted ch shall be considered a child by blood.

(1) The term "information sta ment" means the statement requi by § 206.5(a), whether or not c tained in a single document.

(m) The term "last fiscal year" bank means the last fiscal year bank ending prior to the date of meeting with respect to which an formation statement is required to distributed.

(n) The term "listed" means mitted to full trading privileges u application by the bank and inclu securities for which authority to to the list on official notice of issua has been granted.

(0) The term "majority-owned s sidiary" means a subsidiary more t 50 per cent of whose outstanding se rities representing the right, ot than as affected by events of defa to vote for the election of director owned by the subsidiary's parent a or one or more of the parent's of majority-owned subsidiaries.

(p) The term "material", when u to qualify a requirement for furn ing of information as to any subj limits the information required those matters as to which an aver prudent investor ought reasonably be informed before buying or sell the security registered.

(q) The term "officer" means Chairman of the Board of Direct Vice Chairman of the Board, Ch man of the Executive Commit President, Vice President (except

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(s) The term "parent" of a specified person is a person controlling such person directly, or indirectly through one or more intermediaries.

(t) The term "plan" includes all plans, contracts, authorizations, or arrangements, whether or not set forth in any formal document.

(u) The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions.

(v) The terms "previously filed” and "previously reported" mean previously filed with, or reported in, a registration statement under section 12, a report under section 13, or a definitive proxy statement or statement where management does not solicit proxies under section 14 of the Act, which statement or report has been filed with the Board, except that information contained in any such document shall be deemed to have been previously filed with or reported to an exchange only if such document is filed with such exchange.

(w) The term "principal underwriter" means an underwriter in privity of contract with the bank of the securities as to which he is underwriter.

(x) The term "promoter" includes: (1) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the bank; (2) any person who, in connection with the founding and organizing of the bank, directly or indirectly receives in consideration of services

or property or both services and property 10 per cent or more of any class of securities of the bank or 10 per cent or more of the proceeds from the sale of any class of such securities. A person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not, however, be deemed a promoter if such person does not otherwise take part in founding and organizing the bank.

(y) The term "proxy" includes every proxy, consent, or authorization within the meaning of section 14(a) of the Act. The consent or authorization may take the form of failure to object or to dissent.

(z) The term "proxy statement" means the statement required by § 206.5(a), whether or not contained in a single document.

(aa) The terms "qualified stock option", "restricted stock option", and "employee stock purchase plan" have the meanings given them in sections 422 through 424 of the Internal Revenue Code of 1954, [as amended. For the purposes of this regulation, an option which meets all of the conditions of section 424(b) of the Internal Revenue Code of 1954, as amended, other than the date of issuance shall be deemed to be a "restricted stock option".

(bb) The term "registration statement" or "statement", when used with reference to registration pursuant to § 206.4 of this part, includes both an application for registration of securities on a national securities exchange pursuant to section 12(b) of the Act and a registration statement filed pursuant to section 12(g) of the Act.

(cc) The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

(dd) The term "significant subsidiary" means a subsidiary meeting any of the following conditions:

(1) The investments in the subsidiary by its parent plus the parent's proportion of the investments in such subsidiary by the parent's other subsidiaries, if any, exceed 5 per cent of the equity capital accounts of the bank. "Investments" refers to the amount carried on the books of the parent and other subsidiaries or the

(j) (1) For the purpose of determining whether the registration requirements of section 12(g)(1) of the Act are applicable, securities shall be deemed to be "held of record" by each person who is identified as the owner of such securities on records of security holders maintained by or behalf of the bank, subject to the following:

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(i) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(ii) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

(iii) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians, or in other fiduciary capacities with respect to a single trust, estate, or account shall be included as held of record by one person.

(iv) Securities held by two or more persons as co-owners shall be included as held by one person.

(v) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the bank can establish that, if such securities were registered, they would be held of record, under the provisions of this paragraph (j), by a lesser number of persons.

(vi) Securities registered in substantially similar names, where the bank has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.

(2) Notwithstanding (5)(1) of this section:

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(i) Securities held subject to a voting trust, deposit agreement, or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts, or similar evidences of interest that the bank may rely in

good faith on such information as is received in response to its request from a nonaffiliated issuer of the certificates or interests.

(ii) If the bank knows or has reason to know that the form of holding securities of record is used principally to circumvent the provisions of section 12(g)(1) of the Act, the beneficial owners of such securities shall be deemed to be record owners thereof.

(k) The term "immediate family" includes a person's (1) spouse; (2) son, daughter, and descendant of either; (3) father, mother, and ancestor of either; (4) stepson and stepdaughter; and (5) stepfather and stepmother. For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child shall be considered a child by blood.

(1) The term "information statement" means the statement required by § 206.5(a), whether or not contained in a single document.

(m) The term "last fiscal year" of bank means the last fiscal year of bank ending prior to the date of the meeting with respect to which an information statement is required to be distributed.

(n) The term "listed" means admitted to full trading privileges upon application by the bank and includes securities for which authority to add to the list on official notice of issuance has been granted.

(0) The term "majority-owned subsidiary" means a subsidiary more than 50 per cent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/ or one or more of the parent's other majority-owned subsidiaries.

(p) The term "material", when used to qualify a requirement for furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

(q) The term "officer" means a Chairman of the Board of Directors, man Vice Chairman of the Board, Chairof the Executive Committee, President, Vice President (except as

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indicated in the next sentence), Cashier, Treasurer, Secretary, Comptroller, and any other person who participates in major policymaking 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 Presi*dents"), some or all "Vice Presidents" do not participate in major policymaking functions, and such persons are not officers for the purpose of this part.

(r) The term "option" means any option, warrant, or right other than those issued to security holders on a pro rata basis.

(s) The term "parent" of a specified in person is a person controlling such person directly, or indirectly through one or more intermediaries.

(t) The term "plan" includes all plans, contracts, authorizations, or arrangements, whether or not set forth in any formal document.

(u) The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions.

(v) The terms "previously filed" and "previously reported” mean previously filed with, or reported in, a registration statement under section 12, a report under section 13, or a definitive proxy statement or statement where management does not solicit proxies under section 14 of the Act, which statement or report has been filed with the Board, except that information contained in any such document shall be deemed to have been previously filed with or reported to an exchange only if such document is filed with such exchange.

(w) The term "principal underwriter" means an underwriter in privity of contract with the bank of the securities as to which he is underwriter.

(x) The term "promoter" includes: (1) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the bank; (2) any person who, in connection with the founding and organizing of the bank, directly or indirectly receives in consideration of services

or property or both services and property 10 per cent or more of any class of securities of the bank or 10 per cent or more of the proceeds from the sale of any class of such securities. A person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not, however, be deemed a promoter if such person does not otherwise take part in founding and organizing the bank.

(y) The term "proxy" includes every proxy, consent, or authorization within the meaning of section 14(a) of the Act. The consent or authorization may take the form of failure to object or to dissent.

(z) The term "proxy statement" means the statement required by § 206.5(a), whether or not contained in a single document.

(aa) The terms “qualified stock option", "restricted stock option", and "employee stock purchase plan" have the meanings given them in sections 422 through 424 of the Internal Revenue Code of 1954, [as amended. For the purposes of this regulation, an option which meets all of the conditions of section 424(b) of the Internal Revenue Code of 1954, as amended, other than the date of issuance shall be deemed to be a "restricted stock option".

(bb) The term "registration statement" or "statement", when used with reference to registration pursuant to § 206.4 of this part, includes both an application for registration of securities on a national securities exchange pursuant to section 12(b) of the Act and a registration statement filed pursuant to section 12(g) of the Act.

(cc) The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

(dd) The term "significant subsidiary” means a subsidiary meeting any of the following conditions:

(1) The investments in the subsidiary by its parent plus the parent's proportion of the investments in such subsidiary by the parent's other subsidiaries, if any, exceed 5 per cent of the equity capital accounts of the bank. "Investments" refers to the amount carried on the books of the parent and other subsidiaries or the

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