§ 583.9 Company.

The term "company" means any corporation, partnership, trust, jointstock company, or similar organization, but does not include (a) the Corporation, (b) any Bank, or (c) any company the majority of the shares of which is owned by (1) the United States or any State, (2) an officer of the United States or any State in his official capacity, or (3) an instrumentality of the United States or any State.

§ 583.10 Parent company.

The term "parent company" means any company which directly or indirectly controls any other company or companies.

§ 583.11 Savings and loan holding

company.

The term "savings and loan holding company" means any company which directly or indirectly controls an insured institution or controls any other company which is a savings and loan holding company, but does not include:

(a) Any company by virtue of its ownership or control of voting shares of an insured institution or a savings and loan holding company acquired in connection with the underwriting of securities if such shares are held only for such period of time (not exceeding 120 days unless extended by the Corporation) as will permit the sale thereof on a reasonable basis; and

(b) Any trust (other than a pension, profit-sharing, shareholders', voting or business trust) which controls an insured institution or a savings and loan holding company if such trust by its terms must terminate within 25 years or not later than 21 years and 10 months after the death of individuals living on the effective date of the trust, and is (1) in existence on June 26, 1967, or (2) a testamentary trust created on or after June 26, 1967.

§ 583.12 Multiple savings and loan holding

company.

The term "multiple savings and loan holding company" means any savings and loan holding company which di

rectly or indirectly controls two or more insured institutions.

§ 583.13 Diversified savings and loan holding company.

The term "diversified savings and loan holding company" means any savings and loan holding company whose subsidiary insured institution and related activities listed below represented, on either an actual or a pro forma basis, less than 50 percent of its consolidated net worth at the close of its preceding fiscal year and of its consolidated net earnings for such fiscal year (or, during a 1-year period beginning Feb. 15, 1968, at such time as the holding company so qualifies):

(a) Furnishing or performing management services for a subsidiary insured institution;

(b) Conducting an insurance agency or an escrow business;

(c) Holding or managing or liquidating assets owned by or acquired from a subsidiary insured institution;

(d) Holding or managing properties used or occupied by a subsidiary insured institution;

(e) Acting as trustee under deed of trust; or

(f) Furnishing or performing such other services or engaging in such other activities as the Corporation may approve or may prescribe by regulation as being a proper incident to the operations of insured institutions and not detrimental to the interests of savings account holders therein.

§ 583.14 Subsidiary.

The term "subsidiary" of a person means any company which is controlled by such person, or by a company which is a subsidiary of such person.

§ 583.15 Affiliate.

The term "affiliate" of a specified insured institution means any person or company which controls, is controlled by, or is under common control with, such insured institution.

§ 583.16 Debt security.

The term "debt security" includes any note, draft, bond, debenture, certificate of indebtedness, or any other

instrument commonly used as evidence of indebtedness, or any contract or agreement under the terms of which any party becomes, or may become, primarily or contingently liable for the payment of money, either in the present or at a future date.

§ 583.17 Outstanding debt.

The term "outstanding debt” means the aggregate of debt securities issued, sold, renewed, or guaranteed, and any debt assumed, by a savings and loan holding company or any subsidiary thereof which is not an insured institution, which is unpaid at the date of computation.

§ 583.18 Net worth.

The term "net worth" means the aggregate of capital stock accounts, capital surplus and retained earnings accounts, and all other reserve accounts except valuation reserves and specific reserves which are in the nature of valuation reserves.

§ 583.19 Consolidated net worth.

The term "consolidated net worth" with respect to any company and its subsidiaries means the aggregate of the net worth of such company, including all subsidiaries, after eliminating all intercompany items and portions of net worth properly attributable to minority interests, if any, all computed in accordance with generally accepted accounting principles, except as otherwise required by the Corporation.

§ 583.20 Consolidated net earnings.

The term "consolidated net earnings" with respect to any company and its subsidiaries means the aggregate of the net earnings of such company, including all subsidiaries, after eliminating all intercompany items and portions of earnings properly attributable to minority interests, if any, all computed in accordance with generally accepted accounting principles, except as otherwise required by the Corporation.

§ 583.21 Consolidated net income available for interest.

The term "consolidated net income available for interest" used with respect to a diversified savings and loan holding company for any given period means the consolidated net earnings of such company and its subsidiaries, excluding the subsidiary insured institution, computed in accordance with generally accepted accounting principles, except as otherwise required by the Corporation, deducting therefrom nonoperating income, and adding back amounts deducted during the period for (a) interest expense, (b) debt discount and expense, and (c) nonoperating expenses.

§ 583.22 Consolidated debt service requirements.

The term "consolidated debt service requirements" used with respect to a diversified savings and loan holding company for any given period means the aggregate of the maximum amounts to be accrued or paid during such period by such company and its subsidiaries, other than the insured institution, for (a) interest on all indebtedness, (b) amortization of debt discount and expense, and (c) any amounts payable or paid on principal on all indebtedness. The term "amounts payable or paid on principal" includes (1) required payments to a sinking fund or other analogous fund for the retirement of debt, (2) amounts payable on account of principal on any debt which matures serially, (3) demand debt, and (4) amounts payable at maturity of any debt, whether or not renewed or extended, except that with respect to any longterm debt payable in full at maturity without provision for any sinking fund or serial payments, or, where the balance of the debt payable at maturity exceeds any required sinking fund or serial payments, the amount to be included shall be increased by the amount obtained by dividing the total outstanding balance of such debt at maturity by the aggregate remaining number of years to the final maturity date. Convertible debt securities may be excluded from the computation of "the amounts payable or paid on prin

cipal" provided that such securities are convertible at the date of computation, and the closing market price of the securities into which the debt may be converted, if traded on a National Securities Exchange, or the closing bid price of such securities, if traded in the over-the-counter market, on the last trading date of the month preceding such determination, exceeded 100 percent of the principal amount.

§ 583.23 Registrant.

The term "registrant” means a savings and loan holding company filing a registration statement with the Corporation pursuant to § 584.1 of this subchapter.

§ 583.24 Officer.

The term "officer" as used in any document specified in Part 584 of this subchapter means the chairman of the board, president, vice president, treasurer, secretary, or comptroller of any company, or any other person who participates in its major policy decisions.

§ 583.25 Director.

The term "director" as used in any document specified in Part 584 of this subchapter means any director of a corporation or any individual who performs similar functions in respect of any company, including a trustee under a trust.

§ 583.26 Control.

For purposes of this subchapter, a person shall be deemed to have control of:

(a) An insured institution if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than 25 percent of the voting shares of such insured institution, or controls in any manner the election of a majority of the directors of such institution;

(b) Any other company if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to

vote, or holds proxies representing, more than 25 percent of the voting shares or rights of such other company, or controls in any manner the election or appointment of a majority of the directors or trustees of such other company, or is a general partner in or has contributed more than 25 percent of the capital of such other company; (c) A trust if the person is a trustee thereof; or

(d) An insured institution or any other company if the Corporation determines, after reasonable notice and opportunity for hearing, that such person directly or indirectly exercises a controlling influence over the management or policies of such institution or other company.

PART 584-REGULATED ACTIVITIES

Sec.

584.1 Registration, examination, and reports. 584.2 Prohibited holding company activities.

584.2-1 Services and activities of multiple savings and loan holding companies. 584.3 Transactions with affiliates. 584.4 Acquisitions.

584.4-1 Information filing required prior to excepted acquisition.

584.5 Advance notice of proposed dividend declarations.

584.5-1 Relief from outstanding prohibitions on payments of dividends. 584.6 Holding company indebtedness. 584.7 Payment of dividends to a diversified savings and loan holding company. 584.8 Claim of diversified savings and loan holding company status.

584.9 Prohibited acts. 584.10 Statements, applications, reports, and notices to be filed.

AUTHORITY: Sec. 408, 82 Stat. 5; 12 U.S.C. 1730a, unless otherwise noted.

§ 584.1 Registration, examination and reports.

(a) Filing of registration statements and other reports—(1) Filing of registration statement. Not later than 90 days after becoming a savings and loan holding company, each savings and loan holding company shall register with the Corporation by filing the appropriate registration statement specified in paragraph (a) of § 584.10.

(2) Filing of annual reports. Each registered savings and loan holding company, including subsidiary savings and loan holding companies, shall file an annual report H-(b)11, except that such report need not be filed by savings and loan holding company that has filed a registration statement H(b)3, H-(b)4, or H-(b)5, or by a savings and loan holding company which is a trust (other than a business trust). Annual reports shall be filed not later than 120 days after the close of the fiscal year.

(3) Filing of H-(b)12. Each registered savings and loan holding company which is required to file report H(b)11 shall file reports of current information on report H-(b)12. The H(b)12 shall be filed within 15 days of the end of each month during which any of the events specified in the report occurs, unless the required information has been previously reported by the registrant.

(4) General. Registration statements, annual reports, and the H-(b)12 are filed with the Corporation by transmitting the original and two copies thereof to the Director, Office of Examinations and Supervision, Federal Home Loan Bank Board, 320 First Street NW., Washington, D.C. 20552, and two copies to the Supervisory Agent. Copies of forms to be used in submitting registration statements, annual reports, and the H-(b)12 may be obtained from any Supervisory Agent.

(b) Date of registration. The date of registration of a savings and loan holding company shall be the date on which its registration statement is received by the Director, Office of Examinations and Supervision, Federal Home Loan Bank Board.

(c) Extension of time for registration. For timely and good cause shown, the Corporation may extend the time within which a savings and loan holding company shall register.

(d) Release from registration. The Corporation may at any time, upon its own motion or upon application, release a registered savings and loan holding company from any registration theretofore made by such company, if the Corporation shall determine

that such company no longer has control of any insured institution.

(e) Designation of State. Each multiple savings and loan holding company shall designate, by writing filed with the Corporation within 60 days after the date of its registration, the State in which the principal savings and loan business of such holding company is conducted.

(f) Reports. Each savings and loan holding company and each subsidiary thereof, other than an insured institution, shall file with the Corporation, and the Bank of the Federal Home Loan Bank district in which its principal office is located, such reports as may be required by the Corporation. Such reports shall be made under oath or otherwise, and shall be in such form and for such periods, as the Corporation may prescribe. Each report shall contain such information concerning the operations of such savings and loan holding company and its subsidiaries as the Corporation may require.

(g) Books and records. Each savings and loan holding company shall maintain such books and records as may be prescribed by the Corporation.

(h) Examinations. Each savings and loan holding company and each subsidiary thereof shall be subject to such examinations as the Corporation may prescribe. The cost of such examinations (other than examinations of insured institutions) shall be assessed against and paid by such holding company. Examination and other reports may be furnished by the Corporation to the appropriate State supervisory authority. The Corporation shall, to the extent deemed feasible, use for the purposes of this section reports filed with or examinations made by other Federal agencies or the appropriate State supervisory authority.

(i) Appointment of agent. The Corporation may require any savings and loan holding company, or persons connected therewith if it is not a corporation, to execute and file a prescribed form of irrevocable appointment of agent for service of process.

[33 FR 3323, Feb. 22, 1968, as amended at 34 FR 3796, Mar. 5, 1969; 34 FR 9208, June 11, 1969]

(a) Evasion of law or regulation. No savings and loan holding company or subsidiary thereof which is not an insured institution shall, for or on behalf of a subsidiary insured institution, engage in any activity or render any services for the purpose or with the effect of evading law or regulation applicable to such insured institution.

(b) Unrelated business activity. No multiple savings and loan holding company or subsidiary thereof which is not an insured institution shall commence, or continue for more than 5 years after February 14, 1968, or for more than 180 days after becoming a savings and loan holding company or subsidiary thereof (whichever is later), any business activity other than (1) furnishing or performing management services for a subsidiary insured institution, (2) conducting an insurance agency or an escrow business, (3) holding or managing or liquidating assets owned by or acquired from a subsidiary insured institution, (4) holding or managing properties used or occupied by a subsidiary insured institution, (5) acting as trustee under deed of trust, or (6) furnishing or performing such other services or engaging in such other activities as the Corporation may approve or may prescribe by regulation as being a proper incident to the operations of insured institutions and not detrimental to the interests of savings account holders therein.

(c) Interim approval by the Corporation. Until further notice by order or regulation, the Corporation, pursuant to paragraph (b)(6) of this section, hereby approves without application the furnishing or performing of such services on engaging in such activities as are specified in § 545.9-1(a)(4) of this chapter, as now or hereafter in effect, if such service or activity is conducted by a service corporation subsidiary of a subsidiary insured institution of a savings and loan holding company and if such service corporation has legal power to do so.

(d) Extension of time. The Corporation may, upon a showing of good cause, extend the time specified in paragraph (b) of this section from

year to year, for an additional period not exceeding 3 years, if the Corporation finds such extension would not be detrimental to the public interest.

[33 FR 3323, Feb. 22, 1968, as amended at 35 FR 14503, Sept. 16, 1970; 38 FR 27212, Oct. 1, 1973]

§ 584.2-1 Services and activities of multiple savings and loan holding companies.

(a) General. For the purposes of § 584.2(b)(6), the Corporation hereby prescribes for multiple savings and loan holding companies, or subsidiaries thereof which are neither insured institutions nor service corporation subsidiaries of subsidiary insured institutions, services and activities which are deemed for such purposes to be a proper incident to the operations of insured institutions and not detrimental to the interests of savings account holders therein. Services and activities of service corporation subsidiaries of multiple savings and loan holding company subsidiary insured institutions are prescribed by § 584.2(c). Notwithstanding and without regard to any other provision of this section other than this sentence, a multiple savings and loan holding company and any non-insured subsidiary thereof, other than a service corporation, may invest in the types of securities specified in §§ 523.10, 545.9, and 545.9-3 of this chapter without regard to any limitation therein relating to amount or maturity.

(b) Prescribed services and activities. Subject to the provisions of paragraph (c), a multiple savings and loan holding company or a subsidiary thereof which is neither an insured institution nor a service corporation of a subsidiary insured institution may furnish or perform the following services and engage in the following activities to the extent that it has legal power to do so:

(1) Originating, purchasing, selling and servicing any of the following:

(i) Loans, and participation interests in loans, on a prudent basis and secured by real estate, including brokerage and warehousing of such real estate loans, except that such a company or subsidiary shall not invest in a