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(2) State the number of shares in the banking institution acquired or to be acquired by (1) the applicant, and (ii) each affiliate of the applicant, giving the name and address of each such affiliate, and the purchase price of such shares in the tabular form indicated:

(3) State the total number of outstanding shares of such institution and the percentage of such shares represented by the total shares owned, beneficially and of record, by (1) the applicant and (ii) each affiliate of the applicant;

(4) State the aggregate unpaid principal amount of any other securities or indebtedness of such institution owned, beneficially and of record, by (1) the applicant and (i) each affiliate of the applicant, and set forth a brief description thereof, including any conversion rights attached thereto.

(c) Source and amount of funds or other consideration.

(1) State the source and amount of funds or other consideration used or to be used in (1) acquiring the shares listed in section 117.8(b) (2) of this Supervisory Procedure and (ii) paying any finders' fee, legal fees, or other expenses borne or to be borne by the applicant or its affiliates in connection with the acquisition of such shares. If any part of the purchase price for the shares acquired or to be acquired or any part of such expenses was represented or is to be represented by funds or other considerations directly or indirectly borrowed, describe the transaction pursuant to which they were or are to be so borrowed and name the parties to the transaction.

(2) State whether any other consideration, monetary or otherwise, has been paid, given or offered to any shareholder or any other party as inducement for assistance in consummating the transaction in which control was or will be acquired and the details thereof.

(d) Contracts, arrangements, or understandings with respect to securities of the banking institution. Describe any contracts, arrangements or understandings with any person with respect to any securities of the banking institution, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, guarantees of loans, guarantees against loss or of profits, division of loss or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into and giving the details thereof.

(e) Applicant's business. Describe fully the business of the applicant and each amliate of the applicant referred to in section 117.8(b) (2) of this Supervisory Procedure, including the name, state or country of incorporation, percentage ownership and business of each subsidiary of the applicant and of such amliates. The descrip

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tion of business should include, but not be limited to, the following:

(1) a discussion of the general development of the business over the past two years;

(2) a description of the principal services or products and any significant change therein during the past two years;

(3) a list of each customer or group of related customers, which accounts, either singly or in the aggregate, for 10 percent or more of the gross revenues of the business. Indicate whether such customers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;

(4) a list of the major suppliers of the business. Indicate whether such suppliers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;

(5) a description of the source and availability of financing, if any, for the business. If any part consists of debt financing, provide the name and address of the lender(s) and describe the maturities and other terms of financing; and

(6) a breakdown of the business' gross revenues for the past two years, showing the approximate amount of revenues, before income taxes and extraordinary items, attributable to each line of business which accounted for 10 percent or more of the revenues and/or losses of the business in either of the years covered.

(f) Applicant's directors, partners, etc. (1) List the name, title, citizenship, home address and number and percentage of applicant's shares owned, beneficially and of record, by each of applicant's directors and principal executive officers, or, in the case of a partnership, the name, home address and percentage interest therein of each of the partners. If applicant is a corporation, list all other persons owning, beneficially and of record, one percent or more of the shares of the applicant.

(2) (1) List, for each director and principal executive officer of the applicant, or if applicant is a partnership, for each of the partners and for each individual controlling any partner, all material occupations, positions, offices or employment during the last 10 years, giving the starting and ending dates of each and the name and address and principal business of any business, corporation or other entity in which each such occupation, position, office or employment was carried on.

(ii) State whether or not, during the last 10 years, any of the directors or principal executive officers of the applicant, or if applicant is a partnership, if any of the partners or persons controlling such partners has been convicted in a criminal proceeding or proceedings (excluding traffic violations) or has been involved in a bankruptcy proceeding or proceedings, and if so, give the dates, nature of the proceeding (s) or conviction(s), name(s) and location of court(s), and disposition of the case(s).

(3) State whether or not any of the directors or principal executive officers of the applicant, or if applicant is a partnership, whether or not any of the partners or persons controlling such partners, (i) directly or indirectly owns, either beneficially or of record, five percent or more of the equity interests of a Statechartered or other banking organization, or (ii) directly or indirectly controls five percent or more of the equity interests of a State-chartered or other banking organization. If the answer to (i) or (ii) is "yes", identify the director, officer or other person, the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdictions in which the organization(s) are chartered.

• Any person who controls the applicant must also apply under Banking Law, § 143-b. 5638 B 4-30-77

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(g) Claims. Summarize all claims and proceedings which involve the applicant or any of the affiliates referred to in sections 117.3(b) (2) and 117.3 (e) of this Supervisory Procedure, which are currently pending or threatened, and which are either (1) material or (2) related to the character of the applicant. The summary shall include the names of the parties, the courts or other tribunals before which the claims or proceedings are pending, if any; the status thereof, and the amount (or reasonable estimates thereof) involved.

(h) The banking institution.

(1) state whether, to the best of your knowledge, any other person controls the banking institution.

(2) Describe the purpose or purposes of the acquisition or proposed acquisition of control and the changes, if any, which applicant intends to make in the management and policies of the banking institution. If any management changes are anticipated, include any proposed new directors, trustees, partners and principal executive officers in the answer to subdivision (f) of this section.

(3) Describe the extent to which applicant directs, or intends to direct, the policies of the banking institution relating to investments, loans, bank premises, operations, insurance, personnel, pension and profit sharing plans and dividends. (4) State the extent to which applicant supervises or intends to supervise the auditing procedures of the banking institution.

(5)

State whether applicant intends to charge any fees for management services and, if so, the amount thereof and any formula used to arrive at such amount.

(6) State whether applicant or any of its affiliates has or has had, or intends to have, a banking or contractual relationship with the banking institution and describe the terms and nature of such relationship(s).

117.4 Information required in applications filed by individuals. (a) General.

(1) Set forth the name, citizenship and business and residential addresses of the applicant, indicating the address to which communications from the Banking Department should be sent, and the name and address of the banking institution.

(2) State the present principal occupation or employment of the applicant and the name, address and principal business of any business, corporation or other entity in which such employment is carried on.

(3) List all material occupations, positions, offices or employment of the applicant during the last 10 years, giving the starting and ending dates of each and the name, address and principal business of any business, corporation or other entity in which each such occupation, position, office or employment was carried

on.

(4) State whether or not, during the last 10 years, the applicant has been convicted in a criminal proceeding or proceedings (excluding traffic violations) or has been involved in a bankruptcy proceeding or proceedings and, if so, give the dates, nature of proceeding (s) or conviction(s), name(s) and location of court(s), and disposition of the case(s).

(5) State whether or not the applicant (1) directly or indirectly owns, either beneficially or of record, five percent or more of the equity interests of a Statechartered or other banking organization, or (1) directly or indirectly controls five percent or more of the equity interests of a State-chartered or other banking organization. If the answer to (1) or (ii) is "yes", identify the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdiction(s) in which the organization(s) are chartered.

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(b) Control. (1) Set forth the date on which and the manner in which control was or will be acquired;

(2) State the number of shares in the banking institution acquired or to be acquired by (1) the applicant, (ii) each affiliate of the applicant, and (iii) the spouse of the applicant and each relative of the applicant or the spouse who is residing with the applicant, giving the name and address of each such affiliate or relative, and the purchase price of such shares in the tabular form indicated: Shares Acquired or to be

(3) State the total number of outstanding shares of such institution and the percentage of such shares represented by the total shares owned, beneficially and of record, by (i) the applicant and (ii) each affiliate of the applicant;

(4) State the aggregate unpaid principal amount of any other securities or indebtedness of such institution owned, beneficially and of record, by (i) the applicant and (ii) each affiliate of the applicant, and set forth a brief description thereof, including any conversion rights attached thereto.

(c) Source and amount of funds or other consideration. (1) State the source and amount of funds or other consideration used or to be used in (1) acquiring the shares listed in section 117.4(b) (2) of this Supervisory Procedure, and (1) paying any finders' fee, legal fees, or other expenses borne or to be borne by the applicant or its affiliates in connection with the acquisition of such shares. If any part of the purchase price for the shares acquired or to be acquired or any part of such expenses was represented or is to be represented by funds or other consideration directly or indirectly borrowed, describe the transaction pursuant to which they were or are to be so borrowed and name the parties to the transaction.

(2) State whether any other consideration, monetary or otherwise, has been paid, given or offered to any shareholder or any other party as inducement for assistance in consummating the transaction in which control was or will be acquired and the details thereof.

(d) Contracts, arrangements, or understandings with respect to securities of the banking institution. Describe any contracts, arrangements or understandings with any person with respect to any securities of the banking institution, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, guarantees of loans, guarantees against loss or of profits, division of loss or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into and giving the details thereof.

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(e) Applicant's business. Describe fully the applicant's business, including the name, state or country of incorporation, percentage of ownership and business of each corporate or other entity which (1) is owned or controlled by the applicant, or (2) has accounted for 10 percent or more of the gross income of the applicant in either of the past two fiscal years of the applicant. The description of the business should include, but not be limited to, the following:

(1) a discussion of the general development of the business over the past two years; (11)

a description of the principal services or products and any significant change therein during the past two years;

(fii) a list of each customer, or group of related customers, which accounts, either singly or in the aggregate, for 10 percent or more of the gross revenues of the business. Indicate whether such customers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;

(iv) a list of the major suppliers of the business. Indicate whether such suppliers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;

(v) a description of the source and availability of financing, if any, for the business. If any part consists of debt financing, provide the name and address of the lender(s) and describe the maturities and other terms of financing; and

(vi) a breakdown of the business' gross revenues for the past two years, showing the approximate amount of revenues, before income taxes and extraordinary items, attributable to each line of business which accounted for 10 percent or more of the revenues and/or losses of the business in either of the years covered.

(f) Claims. Summarize all claims and proceedings which involve the applicant or any of the affiliates referred to in sections 117.4(b)(2) and 117.4(e) of this Supervisory Procedure, which are currently pending or threatened, and which are elther (1) material or (2) related to the character of the applicant. The summary shall include the names of the parties, the courts or other tribunals before which the claims or proceedings are pending, if any; the status thereof, and the amount (or reasonable estimates thereof) involved.

(g) The banking institution. (1) State whether, to the best of your knowledge, any other person controls the banking institution.

(2) Describe the purpose or purposes of the acquisition or proposed acquisition of control and the changes, if any, which applicant intends to make in the management and policies of the banking institution. If any management changes are anticipated, provide the information required by subdivision (a) of this Part, for each proposed new director, trustee, partner and principal executive officer.

(3) Describe the extent to which applicant directs, or intends to direct, the policies of the banking institution relating to investments, loans, bank premises, operations, insurance, personnel, pension and profit sharing plans and dividends. (4) State the extent to which applicant supervises or intends to supervise the auditing procedures of the banking institution.

(5) State whether applicant intends to charge any fees for management services, and if so, the amount thereof and any formula used to arrive at such amount.

(6) State whether applicant or any of its affiliates has or has had, or intends to have, a banking or contractual relationship with the banking institution and describe the terms and nature of such relationships.

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