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(C) Opinions to be expressed. The independent public accountant's certificate shall state:

(1) The opinion of the accountant with respect to the financial statements covered by the certificate and the accounting principles and practices reflected therein;

(2) The opinion of the accountant as to the consistency of the application of the accounting principles, or as to any changes in such principles which have a material effect on the financial statements as required to be set forth by paragraph (c)(5) of this section; and

(3) The nature of, and the opinion of the accountant as to any material differences between the accounting principles and practices reflected in the financial statements and those reflected in the accounts after the entry of adjustments for the period under review.

(e) (15)

(iv) Income tax expense-(A) Disclosure shall be made, in the income statement or a note thereto, of the components of income tax expense, including: (1) taxes currently payable; (2) the net tax effects, as applicable, of (i) timing differences (indicate separately the amount of the estimated tax effect of each of the various types of timing differences. Types of timing differences that are individually less than 15 percent of the deferred tax amount in the income statement may be combined. If no individual type of difference is more than five percent of the amount computed by multiplying the income before tax by the applicable statutory Federal income tax rate and the aggregate amount of timing differences is less than five percent of such computed amount, disclosure of each of the separate types of timing differences may be omitted) and (ii) operating losses; and (3) the net deferred investment tax credit. Amounts applicable to United States Federal income taxes, to foreign income taxes and to other income taxes shall be stated separately for each major component, unless the amounts applicable to foreign and other income taxes do not exceed five percent of the total for the component.

(B) If it is expected that the cash outlay for income taxes with respect to any of the succeeding three years will substantially exceed income tax expense for such year, that fact should be disclosed together with the approximate amount of the excess, the year (or years) of occurrence and the reasons therefor.

(C) Provide a reconciliation between the amount of reported total income tax expense and the amount computed by multi

plying the income before tax by the applicable statutory Federal income tax rate, showing the estimated dollar amount of each of the underlying causes for the difference. If no individual reconciling item amounts to more than five percent of the amount computed by multiplying the income before tax by the applicable statutory Federal income tax rate, and the total difference to be reconciled is less than five percent of such computed amount no reconciliation need be provided unless it would be significant in appraising the trend of earnings. Reconciling items that are individually less than five percent of the computed amount may be aggregated in the reconciliation. The reonciliation may be presented in percentages rather than in dollar amounts.

(vi) Leased assets and lease commitments. Any contractual arrangement which has the economic characteristics of a lease shall be considered a lease for purposes of this rule. For purposes of this rule, a financing lease is defined as a lease which during the noncancelable lease period, either (A) covers 75 percent or more of the economic life of the property or (B) has terms which assure the lessor a full recovery of the fair market value (which would normally be represented by his investment) of the property at the inception of the lease plus a reasonable return on the use of the assets invested subject only to limited risk in the realization of the residual interest in the property and the credit risks generally associated with secured loans. The disclosures set forth under paragraph (e)(15)(vi)(B) (1) and (2) below are only required if gross rental expense in the most recent fiscal year exceeds one percent of consolidated revenues.

(1) Total rental expense (reduced by rentals from subleases, with disclosure of such amounts) entering into the determination of results of operations for each period for which an income statement is presented shall be disclosed. Rental payments under short-term leases for a month or less which are not expected to be renewed need not be included. Contingent rentals, such as those based upon usage or sales, shall be reported separately from the basic or minimum rentals. Rentals on noncapitalized financing leases shall be shown separately for both categories of rentals reported.

(2) The minimum rental commitments under all noncancelable leases shall be disclosed, as of the date of the latest balance sheet presented, in the aggregate (with disclosure of the amounts applicable to noncapitalized financing leases) for (i) each of the five succeeding fiscal years; (ii) each of the next three five year periods; and (iii) the remainder as a single amount. The

amounts so determined should be reduced by rentals to be received from existing noncancelable subleases (with disclosure of the amounts of such rentals). For purposes of this rule, a noncancelable lease is defined as one that has an initial or remaining term of more than one year and is noncancelable, or is cancelable only upon the occurrence of some remote contingency or upon the payment of a substantial penalty.

(3) Additional disclosures shall be made to report in general terms: (i) the basis for calculating rental payments if dependent upon factors other than the lapse of time; (ii) existence and terms of renewal or purchase options, escalation clauses, etc.; (iii) the nature and amount of related guarantees made or obligations assumed; (iv) restrictions on paying dividends, incurring additional debt, further leasing, etc.; and (v) any other information necessary to assess the effect of lease commitments upon the financial position, results of operations, and changes in financial position of the lessee.

(4) For all noncapitalized financing leases there shall be disclosed: (i) The present values of the minimum lease commitments in the aggregate and by major categories of properties, such as real estate, and equipment. Present values shall be computed by discounting net lease payments (after subtracting, if practicable, estimated or actual amounts, if any, applicable to taxes, insurance, maintenance, and other operating expenses at the interest rate implicit in the terms of each lease at the time of entering into the lease. Such disclosure shall be made as of the date of any balance sheet presented. If the present value of the minimum lease commitments is less than five percent of the sum of long-term debt, stockholders' equity and the present value of the minimum lease commitments, and if the impact on net income required to be disclosed under (e)(15)(vi)(B)(4)(iv) below is less than three percent of the average net income for the most recent three years, this disclosure is not required.

(ii) Either the weighted average interest rate (based on present value) and range or rates or specific interest rates for all lease commitments included in the amount disclosed under paragraph (e)(15)(vi)(B)(4)(i) of this section.

(iii) The present value of rentals to be received from existing noncancelable subleases of property included under (e)(15)(vi)(B)(4)(i) above based on the interest rate implicit in the terms of the subleases at the times of entering into the subleases.

(iv) The impact upon net income for each period for which an income statement is presented if all noncapitalized financing leases were capitalized, related assets were amortized on a straightline basis and inter

est cost was accrued on the basis of the outstanding lease liability. The amounts of amortization and interest cost included in the computation shall be separately identified. If the impact on net income is less than three percent of the average net income for the most recent three year, that fact may be stated in lieu of this disclosure. In calculating average net income, loss years should be excluded. If losses were incurred in each of the most recent three years, the average loss shall be used for purposes of this test.

(viii) Disagreements on accounting and financial disclosure matters. If, within the twenty-four months prior to the date of the most recent financial statements, a Form F3 has been filed reporting a change of accountants and included in such filing there is a reported disagreement on any matter of accounting principles or practices or financial statement disclosure, and if such disagreement, if differently resolved, would have caused the financial statements to differ materially from those filed, state the existence and nature of the disagreement. In addition, if during the fiscal year in which the change in accountants took place or during the subsequent fiscal year there have been any transactions or events similar to those which involved a reported disagreement and if such transactions are material and were accounted for or disclosed in a manner different from that which the former accountants apparently concluded was required, state the effect on the financial statements if the method which the former accountant apparently concluded was required had been followed. The effects on the financial statements need not be disclosed if the method asserted by the former accountant ceases to be generally accepted because of authoritative standards or interpretations subsequently issued.

FORMS

§ 335.41 Form for registration of securities of a bank pursuant to section 12(b) or section 12(g) of the Securities Exchange Act of 1934 (Form F-1).

FORM F-1

FORM FOR Registration oF SECURITIES OF A

BANK

PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FDIC Certificate No.

(Exact name of bank as specified in charter)

(Address of principal office)

I.R.S. Employer Identification No.

(Bank's telephone number, including area code)

Title of each class of securities being registered pursuant to Section 12(b) of the Act: 1

Title of class·

Name of each exchange on which class is being registered

Title of each class of securities being registered pursuant to Section 12(g) of the Act: 1

GENERAL INSTRUCTIONS

Form F-1 shall be used for registration pursuant to section 12 (b) or (g) of the Securities Exchange Act of 1934 of classes of securities of issuers that are State nonmember banks. This form is not to be used as a blank form to be filled in but only as a guide in the preparation of a registration statement. Particular attention should be given to the definitions in § 335.2 and the general requirements in § 335.4 of this Part. Unless otherwise stated, the information required shall be given as of a date reasonably close to the date of filing the statement. The statement shall contain the numbers and captions of all items, but the text of the items may be omitted if the answers with respect thereto are prepared in the manner specified in § 335.4(t). Attention is directed to § 335.4(j) which states: "In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading."

Section 335.4(s) requires that six copies of each registration statement (including financial statements) and two copies of each exhibit and each other document filed as a part thereof, shall be filed with the Corporation. At least one complete copy of the registration statement, including financial statements, exhibits and all other papers and documents filed as a part thereof, shall be filed with each exchange on which any class of securities is to be registered. At least

'If none, so state.

one complete copy of the registration statement filed with the Corporation and one such copy filed with each exchange shall be manually signed. Copies not manually signed shall bear typed or printed signatures.

Attention is directed to § 335.4(m) which provides for the incorporation by reference of information contained in certain documents in answer or partial answer to any item of a registration statement.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1-Business.

(a) State the year in which the bank was organized. If organized as a national bank, state the year of conversion into a State bank. Indicate the approximate number of holders of record of each class of equity securities of the bank.

(b) Describe briefly the business done and intended to be done by the bank and the general development of such business during the preceding five years, or such shorter period as the bank may have been engaged in business. Information should be furnished as to any mergers, consolidations, or other acquisitions of assets of any other person that were consummated during such period. State the number of banking offices in each city (county) in the United States in which the bank has offices and the number of banking offices located in each foreign country or jurisdiction. In describing the business done by the bank, the business of its subsidiaries should be included only insofar as the same is important to an understanding of the character and development of the business conducted by the total enterprise. The description shall include information as to matters such as the following:

(1) Competitive conditions in the industry and the competitive position of the bank if known or reasonably available to the bank. If several services are involved, separate consideration shall be given to the principal services or classes of services.

(2) If a material portion of the bank's deposits has been obtained from a single person or a few persons (including Federal, State and local governments and agencies thereunder), the loss of any of one or more of which would have a materially adverse effect on the business of the bank, or if a material portion of the bank's loans is concentrated within a single industry or group of related industries, a description of such customers, their other relationships, if any, to the bank, and material facts regarding their importance to the business of the bank;

(3) The principal services rendered by the bank, the principal markets for, and methods of distribution of, such services, including any significant changes in the kinds of

services rendered, or in the market or methods of distribution, during the past three fiscal years.

(4) The importance to the bank and the duration and effect of all material patents, trademarks, licenses, franchises and concessions held.

(5)(a) The estimated dollar amount spent during each of the last two fiscal years on material research activities relating to the development of new services or the improvement of existing bank services.

(b) In addition to the description of the business done and intended to be done required by paragraph 1(b) and without limiting that requirement, if there has been a public announcement of, or if information otherwise has become public about, a new line of business requiring the investment of a material amount of total assets, a description of the status of such product or line (e.g., whether in the planning stage).

(c) Where material, state the approximate number of employees engaged full-time in each of the activities described in (a) above during each fiscal year and in (b) above.

NOTE: Item 1(b)(5)(b) requires a description of the status of service development in addition to the description of the business done and intended to be done required by paragraph 1(a). Item 1(b)(5)(b) is not intended to require disclosure of otherwise non-public corporate information the disclosure of which would adversely affect the bank's competitive position. Subparagraph (a) requires disclosure of financial information relating to research and development activities. Subparagraph (b) is intended to elicit additional specific information only where there has been a public announcement or where information has otherwise become public concerning a new product or line of business requiring the investment of a material amount of total assets.

(6) The number of persons employed by the bank.

(7) The extent to which the business of the bank or a material portion thereof is or may be seasonal.

(8) Present in tabular form, for each of the three years for which a statement of income is being furnished, ratios of the bank's net income to the following items: (a) average equity capital accounts, and (b) average daily total deposits. Ratios for such periods of average daily loans to average daily deposits should also be included.

Instructions: 1. If the bank proposes to enter, or has recently entered or introduced, a new line of business requiring the investment of a material amount of its total assets, provide as supplemental information at the time of filing of the registration statement, but not as a part thereof, a copy of any studies conducted or performed by or for the bank relating to such business, and a

statement as to the actual or proposed use of such study. Where material, disclosure of the absence of such a study is required.

2. Positive and negative factors pertaining to the competitive position of the bank, to the extent that they exist, should be explained, if known or reasonably available to the bank. An estimate of the number of competitors should be included, and, where material, the particular markets in which the bank competes should be identified. Where one or a small number of competitors are dominant, they should be identified.

3. Where material to understanding the bank's business, the bank's and industry practices and conditions as they relate to liquidity should be explained (e.g., where the bank's business is highly seasonal).

4. The description shall not relate to the powers and objects specified in the charter, but to the actual business done and intended to be done. Include the business of subsidiaries and affiliates of the bank insofar as is necessary to understand the character and development of the business conducted by the bank.

5. In describing developments, information shall be given as to matters such as the following: The nature and results of any other material reorganization, readjustment, or succession of any of the bank's significant subsidiaries; the acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; and any material changes in the mode of conducting the business.

6. Appropriate disclosure shall also be made as to the material effects that compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, may have upon the capital expenditures, earnings and competitive position of the bank and its subsidiaries.

7. The business of a predecessor or predecessors shall be deemed to be the business of the bank for the purpose of this item.

8. Appropriate disclosure shall be made with respect to any material portion of the business which may be subject to termination at the election of any person (e.g., depositors).

NOTE: The following Instruction (9) applies only to banks filing a registration statement on Form F-1 for the first time, who (including predecessors) have not received revenues from operations for each of the three fiscal years immediately prior to the filing of the registration statement.

9. Describe, if formulated, the bank's plan of operation for the remainder of the fiscal year, if the registration statement is filed prior to the end of the bank's second fiscal

quarter. Describe, if formulated, the bank's plan of operation for the remainder of the fiscal year and for the first six months of the next fiscal year, if the registration statement is filed subsequent to the end of the second fiscal quarter. If such information is not available, the reasons for its not being available shall be stated. Disclosure relating to any plan must include such matters as:

(a) The bank's opinion as to whether it will have to raise additional funds within the next year in order to meet its capital requirements. The basis of such opinion must be stated. Where such statement is based on a cash budget, such budget will be furnished to the Corporation as supplemental information, but need not be filed as a part of the Form F-1.

(b) Any anticipated material acquisition of property and equipment and the capacity thereof.

(c) Any anticipated material changes in number of employees.

(d) Other material areas which may be peculiar to the bank's business.

(c)(1) Information as to lines of business. If the bank and its subsidiaries are engaged in any line of business in addition to normal commercial or mutual savings bank activities, state, for each of the bank's last five fiscal years, or for each fiscal year the bank has been engaged in business, whichever period is less, the approximate amount or percentage of (i) total revenues, and (ii) income (or loss) before income taxes and extraordinary items, attributable to each line of business which during either of the last two fiscal years accounted for

(A) 10 percent or more of the total rev

enues,

(B) 10 percent or more of income before taxes and extraordinary items computed without deduction of loss resulting from operations of any line of business, or

(C) a loss which equalled or exceeded 10 percent of the amount of income specified in (b) above; provided, that if total revenues did not exceed $50,000,000 during either of the past two fiscal years, the percentages specified in (A), (B) and (C) above shall be 15 percent, instead of 10 percent.

If it is impracticable to state the contribution to income (or loss) before income taxes and extraordinary items for any line of business, state the contribution thereof to the results of operations most closely approaching such income, together with a brief explanation of the reasons why it is not practicable to state the contribution to such income or loss.

(d) If the bank and its subsidiaries engage in material operation in foreign countries, or if a material portion of revenues is derived from customers in foreign countries, appropriate disclosure shall be made with respect to the importance of that part of

the business to the bank and the risks attendant thereto. Insofar as practicable, furnish information with respect to volume and profitability of such operations.

(e) The Corporation may, upon written request of the bank, and where consistent with the protection of investors, permit the omission of any of the information herein required or the furnishing in substitution therefor of appropriate information of comparable character. The Corporation may also require the furnishing of other information in addition to, or in substitution for, the information herein required in any case where such information is necessary or appropriate for an adequate description of the business done or intended to be done.

Item 2-Summary of Operations.

Furnish in comparative columnar form a summary of operations for the bank or for the bank and its subsidiaries consolidated, or both, as appropriate, for

(a) Each of the last five fiscal years of the bank (or for the life of the bank and its predecessors, if less) and

(b) Any additional fiscal years necessary to keep the summary from being misleading.

Where necessary, include information or explanation of material significance tc investors in appraising the results shown, or refer to such information or explanation set forth elsewhere in the registration statement.

Instructions. 1. As a minimum, the following items shall be included: Operating revenues, operating expenses, income before income taxes and security gains (losses), applicable income taxes, income before security gains (losses), security gains (losses), extraordinary items less applicable tax, cumulative effects of changes in accounting principles, and net income.

2. If a period or periods reported on included operations of a business prior to the Idate of acquisition, or for other causes differ from reports previously issued for any period, the summary shall be reconciled, as to revenues and net income, in the summary or in a note thereto with the amounts previously reported, provided, however, that such reconciliations need not be made (1) if they have been made in filings with the Corporation in prior years or (2) the financial statements which are being retroactively adjusted have not previously been filed with the Corporation or otherwise made public.

3. The summary shall be prepared to show earnings applicable to common stock. Per share earnings and dividends declared for each period of the summary shall also be shown. The basis of the computation of per share earnings shall be stated, together with the number of shares used in the computation. The bank shall file as an exhibit a statement setting forth in reasonable detail

40-028 0-79—12

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