Skip Header
U.S. flag

An official website of the United States government

FDIC Law, Regulations, Related Acts

[Table of Contents] [Previous Page] [Next Page] [Search]

2000 - Rules and Regulations


PART 390—REGULATIONS TRANSFERRED FROM
THE OFFICE OF THRIFT SUPERVISION

The following Derivation Table is provided for reader reference:

OTS Regulation Transfer
Existing Section Existing Title New Section New Title
Part 390
Part 507 Restrictions on post-employment activities of senior examiners Subparts A--E [Reserved]
507.1 What does this part do?
507.2 Who is a senior examiner?
507.3 What post-employment restrictions apply to senior examiners?
507.4 When will OTS waive the post-employment restrictions?
507.5 What are the penalties for violating the post-employment restrictions?
Part 508 Removals, suspensions, and prohibitions where a crime is charged or proven
508.1 Scope.
508.2 Definitions.
508.3 Issuance of Notice or Order.
508.4 Contents and service of the Notice or Order.
508.5 Petition for hearing.
508.6 Initiation of hearing.
508.7 Conduct of hearings.
508.8 Default.
508.9 Rules of evidence.
508.10 Burden of persuasion.
508.11 Relevant considerations.
508.12 Proposed findings and conclusions and recommended decision.
508.13 Decision of the Office.
508.14 Miscellaneous.
Part 509 Rules of Practice and Procedure in adjudicatory proceedings
Subpart A Uniform rules of Practice and Procedure
509.1 Scope.
509.2 Rules of construction.
509.3 Definitions.
509.4 Authority of Director.
509.5 Authority of the administrative law judge.
509.6 Appearance and practice in adjudicatory proceedings.
509.7 Good faith certification.
509.8 Conflicts of interest.
509.9 Ex parte communications.
509.10 Filing of papers.
509.11 Service of papers.
509.12 Construction of time limits.
509.13 Change of time limits.
509.14 Witness fees and expenses.
509.15 Opportunity for informal settlement.
509.16 Office's right to conduct examination.
509.17 Collateral attacks on adjudicatory proceeding.
509.18 Commencement of proceeding and contents of notice.
509.19 Answer.
509.20 Amended pleadings.
509.21 Failure to appear.
509.22 Consolidation and severance of actions.
509.23 Motions.
509.24 Scope of document discovery.
509.25 Request for document discovery from parties.
509.26 Document subpoenas to nonparties.
509.27 Deposition of witness unavailable for hearing.
509.28 Interlocutory review.
509.29 Summary disposition.
509.30 Partial summary disposition.
509.31 Scheduling and prehearing conferences.
509.32 Prehearing submissions.
509.33 Public hearings.
509.34 Hearing subpoenas.
509.35 Conduct of hearings.
509.36 Evidence.
509.37 Post-hearing filings.
509.38 Recommended decision and filing of record.
509.39 Exceptions to recommended decision.
509.40 Review by the Director.
509.41 Stays pending judicial review.
Subpart B Local Rules
509.100 Scope.
509.101 Appointment of Office of Financial Institution Adjudication.
509.102 Discovery.
509.103 Civil money penalties.
509.104 Additional procedures.
Part 512 Rules for investigative proceedings and formal examination proceedings
512.1 Scope of part.
512.2 Definitions.
512.3 Confidentiality of proceedings.
512.4 Transcripts.
512.5 Rights of witnesses.
512.6 Obstruction of the proceedings.
512.7 Subpoenas.
Part 513 Practice before the office
513.1 Scope of part.
513.2 Definitions.
513.3 Who may practice.
513.4 Suspension and debarment.
513.5 Reinstatement.
513.6 Duty to file information concerning adverse judicial or administrative action.
513.7 Proceeding under this part.
513.8 Removal, suspension, or debarment of independent public accountants and accounting firms performing audit services.
Part 516 Application processing procedures Subpart F Application processing procedures
Pre-filing and filing procedures
516.1 What does this part do? 390.100 What does this subpart do?
516.5 Do the same procedures apply to all applications under this part? 390.101 Do the same procedures apply to all applications under this subpart?
516.10 How does OTS compute time periods under this part? 390.102 How does the FDIC compute time periods under this subpart?
Subpart A Pre-Filing Procedures
516.15 Must I meet with OTS before I file my application? 390.103 Must I meet with the FDIC before I file my application?
516.20 What information must I include in my draft business plan? 390.104 What information must I include in my draft business plan?
516.25 What type of application must I file? 390.105 What type of application must I file?
516.30 What information must I provide with my application? 390.106 What information must I provide with my application?
516.35 May I keep portions of my application confidential? 390.107 May I keep portions of my application confidential?
516.40 Where do I file my application? 390.108 Where do I file my application?
516.45 What is the filing date of my application? 390.109 What is the filing date of my application?
516.47 How do I amend or supplement my application? 390.110 How do I amend or supplement my application?
Subpart B Publication Requirements
516.50 Who must publish a public notice of an application? 390.111 Who must publish a public notice of an application?
516.55 What information must I include in my public notice? 390.112 What information must I include in my public notice?
516.60 When must I publish the public notice? 390.113 When must I publish the public notice?
516.70 Where must I publish the public notice? 390.114 Where must I publish the public notice?
516.80 What language must I use in my publication? 390.115 What language must I use in my publication?
Subpart C Comment Procedures
516.100 What does this subpart do? 390.116 Comment procedures.
516.110 Who may submit a written comment? 390.117 Who may submit a written comment?
516.120 What information should a comment include? 390.118 What information should a comment include?
516.130 Where are comments filed? 390.119 Where are comments filed?
516.140 How long is the comment period? 390.120 How long is the comment period?
Subpart D Meeting Procedures
516.160 What does this subpart do? 390.121 Meeting procedures.
516.170 When will OTS conduct a meeting on an application? 390.122 When will the FDIC conduct a meeting on an application?
516.180 What procedures govern the conduct of the meeting? 390.123 What procedures govern the conduct of the meeting?
516.185 Will OTS approve or disapprove an application at a meeting? 390.124 Will the FDIC approve or disapprove an application at a meeting?
516.190 Will a meeting affect application processing time frames? 390.125 Will a meeting affect application processing time frames?
Subpart E OTS Review
Expedited Treatment
516.200 If I file a notice under expedited treatment, when may I engage in the proposed activities? 390.126 If I file a notice under expedited treatment, when may I engage in the proposed activities?
Standard Treatment
516.210 What will OTS do after I file my application? 390.127 What will the FDIC do after I file my application?
516.220 If OTS requests additional information to complete my application, how will it process my application? 390.128 If the FDIC requests additional information to complete my application, how will it process my application?
516.230 Will OTS conduct an eligibility examination? 390.129 Will the FDIC conduct an eligibility examination?
516.240 What may OTS require me to do after my application is deemed complete? 390.130 What may the FDIC require me to do after my application is deemed complete?
516.250 Will OTS require me to publish a new public notice? 390.131 Will the FDIC require me to publish a new public notice?
516.260 May OTS suspend processing of my application? 390.132 May the FDIC suspend processing of my application?
516.270 How long is the OTS review period? 390.133 How long is the FDIC review period?
516.280 How will I know if my application has been approved? 390.134 How will I know if my application has been approved?
516.290 What will happen if OTS does not approve or disapprove my application within two calendar years after the filing date? 390.135 What will happen if the FDIC does not approve or disapprove my application within two calendar years after the filing date?
Part 528 Nondiscrimination requirements Subpart G Nondiscrimination requirements
528.1 Definitions. 390.140 Definitions.
528.1a Supplementary guidelines. 390.141 Supplementary guidelines.
528.2 Nondiscrimination in lending and other services. 390.142 Nondiscrimination in lending and other services.
528.2a Nondiscriminatory appraisal and underwriting. 390.143 Nondiscriminatory appraisal and underwriting.
528.3 Nondiscrimination in applications. 390.144 Nondiscrimination in applications.
528.4 Nondiscriminatory advertising. 390.145 Nondiscriminatory advertising.
528.5 Equal Housing Lender Poster. 390.146 Equal Housing Lender Poster.
528.6 Loan application register. 390.147 Loan application register.
528.7 Nondiscrimination in employment. 390.148 Nondiscrimination in employment.
528.8 Complaints. 390.149 Complaints.
528.9 Guidelines relating to nondiscrimination in lending. 390.150 Guidelines relating to nondiscrimination in lending.
Part 533 Disclosure and reporting of CRA-related agreements Subparts H--I [Reserved]
533.1 Purpose and scope of this part.
533.2 Definition of covered agreement.
533.3 CRA communications.
533.4 Fulfillment of the CRA
533.5 Related agreements considered a single agreement.
533.6 Disclosure of covered agreements.
533.7 Annual reports.
533.8 Release of information under FOIA.
533.9 Compliance provisions.
533.10 Transition provisions.
533.11 Other definitions and rules of construction used in this part.
Part 536 Consumer protection in sales of insurance
536.10 Purpose and scope.
536.20 Definitions.
536.30 Prohibited practices.
536.40 What you must disclose.
536.50 Where insurance activities may take place.
536.60 Qualification and licensing requirements for insurance sales personnel.
Appendix Appendix A to Part 536--Consumer Grievance Process
Part 550 Fiduciary powers of Savings Associations Subpart J Fiduciary powers of State Savings Associations
550.10 What regulations govern the fiduciary operations of savings associations? 390.190 What regulations govern the fiduciary operations of State savings associations?
Part 551 Recordkeeping and confirmation requirements for securities transactions Subparts K--L [Reserved]
551.10 What does this part do?
551.20 Must I comply with this part?
551.30 What requirements apply to all transactions?
551.40 What definitions apply to this part?
Subpart A Recordkeeping requirements
551.50 What records must I maintain for securities transactions?
551.60 How must I maintain my records?
Subpart B Content and timing of notice
551.70 What type of notice must I provide when I effect a securities transaction for a customer?
551.80 How do I provide a registered broker-dealer confirmation?
551.90 How do I provide a written notice?
551.100 What are the alternate notice requirements?
551.110 May I provide a notice electronically?
551.120 May I charge a fee for a notice?
Subpart C Settlement of securities transactions
551.130 When must I settle a securities transaction?
Subpart D Securities trading policies and procedures
551.140 What policies and procedures must I maintain and follow for securities transactions?
551.150 How do my officers and employees file reports of personal securities trading transactions?
Part 555 Electronic operations
555.100 What does this part do?
Subpart B Requirements applicable to all Savings Associations
555.300 Must I inform OTS before I use electronic means or facilities?
555.310 How do I notify OTS?
Part 557 Deposits Subpart M [Reserved]
Subpart A General
557.1 What does this part do?
Subpart C Deposit activities of all Savings Associations
557.20 What records should I maintain on deposit activities?
Part 558 Possession by conservators and receivers for Federal and State Savings Associations Subpart N [Reserved]
558.1 Procedure upon taking possession.
558.2 Notice of appointment.
Part 559 Subordinate organizations Subpart O Subordinate organizations
559.1 What does this part cover? 390.250 What does this subpart cover?
559.2 Definitions. 390.251 Definitions.
Subpart B Regulations applicable to all Savings Associations
559.10 How must separate corporate identities be maintained? 390.252 How must separate corporate identities be maintained?
559.11 What notices are required to establish or acquire a new subsidiary or engage in new activities through an existing subsidiary? 390.253 What notices are required to establish or acquire a new subsidiary or engage in new activities through an existing subsidiary?
559.12 How may a subsidiary of a savings association issue securities? 390.254 How may a subsidiary of a State savings association issue securities?
559.13 How may a savings association exercise its salvage power in connection with a service corporation or lower-tier entities? 390.255 How may a State savings association exercise its salvage power in connection with a service corporation or lower-tier entities?
Part 560 Lending and investment Subpart P [Reserved]
560.1 General.
560.2 Applicability of law.
560.3 Definitions.
Subpart B Lending and investment provisions applicable to all Savings Associations
560.93 Lending limitations.
560.100 Real estate lending standards; purpose and scope.
560.101 Real estate lending standards.
560.110 Most favored lender usury preemption.
560.120 Letters of credit and other independent undertakings to pay against documents.
560.121 Investment in State housing corporations.
560.130 Prohibition on loan procurement fees.
560.160 Asset classification.
560.170 Records for lending transactions.
560.172 Re-evaluation of real estate owned.
Part 561 Definitions for regulations affecting all Savings Associations Subpart Q Definitions for regulations affecting all State Savings Associations
561.1 When do the definitions in this part apply? 390.280 When do the definitions in this subpart apply?
561.2 Account. 390.281 Account.
561.3 Accountholder. 390.282 Accountholder.
561.4 Affiliate. 390.283 Affiliate.
561.5 Affiliated person. 390.284 Affiliated person.
561.6 Audit period. 390.285 Audit period.
561.7--561.8 [Reserved]
561.9 Certificate account. 390.286 Certificate account.
561.12 Consumer credit. 390.287 Consumer credit.
561.14 Controlling person. 390.288 Controlling person.
561.15 Corporation. 390.289 Corporation.
561.16 Demand accounts. 390.290 Demand accounts.
561.18 Director. 390.291 Director.
561.19 Financial institution. 390.292 Financial institution.
561.24 Immediate family. 390.293 Immediate family.
561.26 Land loan. 390.294 Land loan.
561.27 Low-rent housing. 390.295 Low-rent housing.
561.28 Money Market Deposit Accounts. 390.296 Money Market Deposit Accounts.
561.29 Negotiable Order of Withdrawal Accounts. 390.297 Negotiable Order of Withdrawal Accounts.
561.30 Nonresidential construction loan. 390.298 Nonresidential construction loan.
561.31 Nonwithdrawable account. 390.299 Nonwithdrawable account.
561.33 Note account. 390.300 Note account.
561.34 Office. 390.301 [Reserved].
561.35 Officer. 390.302 Officer.
561.37 Parent company; subsidiary. 390.303 Parent company; subsidiary.
561.38 Political subdivision. 390.304 Political subdivision.
561.39 Principal office. 390.305 Principal office.
561.40 Public unit. 390.306 Public unit.
561.41 [Reserved]
561.42 Savings account. 390.307 Savings account.
561.43 Savings association. 390.308 State savings association.
561.44 Security. 390.309 Security.
561.45 Service corporation. 390.310 Service corporation.
561.50 State. 390.311 State.
561.51 Subordinated debt security. 390.312 Subordinated debt security.
561.52 Tax and loan account. 390.313 Tax and loan account.
561.53 United States Treasury General Account. 390.314 United States Treasury General Account.
561.54 United States Treasury Time Deposit Open Account. 390.315 United States Treasury Time Deposit Open Account.
561.55 With recourse. 390.316 With recourse.
Part 562 Regulatory reporting standards Subpart R Regulatory reporting standards
562.1 Regulatory reporting requirements. 390.320 Regulatory reporting requirements.
562.2 Regulatory reports. 390.321 Regulatory reports.
562.4 Audit of savings associations and savings association holding companies. 390.322 Audit of State savings associations.
Part 563 Savings Associations--Operations Subpart S State Savings Associations--Operations
Subpart A Accounts
563.1 Chartering documents.
563.4 [Reserved]
563.5 Securities: Statement of non-insurance.
Subpart B Operation and structure
563.22 Merger, consolidation, purchase or sale of assets, or assumption of liabilities.
563.27 Advertising.
563.33 Directors, officers, and employees.
563.36 Tying restriction exception.
563.39 Employment contracts.
563.41 Transactions with affiliates.
563.43 Loans by savings associations to their executive officers, directors and principal shareholders.
563.47 Pension plans.
Subpart C Securities and borrowings
563.76 Offers and sales of securities at an office of a savings association.
563.81 Inclusion of subordinated debt securities and mandatorily redeemable preferred stock as supplementary capital.
Subpart E Capital distributions
563.140 What does this subpart cover?
563.141 What is a capital distribution?
563.142 What other definitions apply to this subpart?
563.143 Must I file with OTS?
563.144 How do I file with the OTS?
563.145 May I combine my notice or application with other notices or applications?
563.146 Will the OTS permit my capital distribution?
Subpart F Financial management policies
563.161 Management and financial policies.
563.170 Examinations and audits; appraisals; establishment and maintenance of records.
563.171 Frequency of safety and soundness examination.
563.172 Financial derivatives.
563.176 Interest-rate-risk-management procedures.
563.177 Procedures for monitoring Bank Secrecy Act (BSA) compliance.
Subpart G Reporting and bonding
563.180 Suspicious Activity Reports and other reports and statements.
563.190 Bonds for directors, officers, employees, and agents; form of and amount of bonds.
563.191 Bonds for agents.
563.200 Conflicts of interest.
563.201 Corporate opportunity.
Subpart H Notice of change of Director or Senior Executive Officer
563.550 What does this subpart do?
563.555 What definitions apply to this subpart?
563.560 Who must give prior notice?
563.565 What procedures govern the filing of my notice?
563.570 What information must I include in my notice?
563.575 What procedures govern OTS review of my notice for completeness?
563.580 What standards and procedures will govern OTS review of the substance of my notice?
563.585 When may a proposed director or senior executive officer begin service?
563.590 When will the OTS waive the prior notice requirement?
Part 563c Accounting requirements Subpart T Accounting requirements
Subpart A Form and content of financial statements.
563c.1 Form and content of financial statements.
563c.2 Definitions.
563c.3 Qualification of public accountant.
563c.4 Condensed financial information [Parent only].
Subpart B [Reserved]
Subpart C Financial statement presentation.
563c.101 Application of this subpart.
563c.102 Financial statement presentation.
Part 563d Securities of Savings Associations Subpart U--V [Reserved]
Subpart A Regulations
563d.1 Requirements under certain sections of the Securities Exchange Act of 1934.
563d.2 Mailing requirements for securities filings.
563d.3b-6 Liability for certain statements by savings associations.
563d.210 Form and content of financial statements.
Subpart B Interpretations.
563d.801 Application of this subpart.
563d.802 Description of business.
Part 563f Management official interlocks
563f.1 Authority, purpose, and scope.
563f.2 Definitions.
563f.3 Prohibitions.
563f.4 Interlocking relationships permitted by statute.
563f.5 Small market share exemption.
563f.6 General exemption.
563f.7 Change in circumstances.
563f.8 Enforcement.
563f.9 Interlocking relationships permitted pursuant to Federal Deposit Insurance Act.
Part 563g Securities offerings Subpart W Securities offerings
563g.1 Definitions. 390.410 Definitions.
563g.2 Offering circular requirement. 390.411 Offering circular requirement.
563g.3 Exemptions. 390.412 Exemptions.
563g.4 Non-public offering. 390.413 Non-public offering.
563g.5 Filing and signature requirements. 390.414 Filing and signature requirements.
563g.6 Effective date. 390.415 Effective date.
563g.7 Form, content, and accounting. 390.416 Form, content, and accounting.
563g.8 Use of the offering circular. 390.417 Use of the offering circular.
563g.9 Escrow requirement. 390.418 Escrow requirement.
563g.10 Unsafe or unsound practices. 390.419 Unsafe or unsound practices.
563g.11 Withdrawal or abandonment. 390.420 Withdrawal or abandonment.
563g.12 Securities sale report. 390.421 Securities sale report.
563g.13 Public disclosure and confidential treatment. 390.422 Public disclosure and confidential treatment.
563g.14 Waiver. 390.423 Waiver.
563g.15 Requests for interpretive advice or waiver. 390.424 Requests for interpretive advice or waiver.
563g.16 Delayed or continuous offering and sale of securities. 390.425 Delayed or continuous offering and sale of securities.
563g.17 Sales of securities at an office of a savings association. 390.426 Sales of securities at an office of a State savings association.
563g.18 Current and periodic reports. 390.427 Current and periodic reports.
563g.19 Approval of the security. 390.428 Approval of the security.
563g.20 Form for securities sale report. 390.429 Form for securities sale report.
563g.21 Filing of copies of offering circulars in certain exempt offerings. 390.430 Filing of copies of offering circulars in certain exempt offerings.
Part 564 Appraisals Subpart X [Reserved]
564.1 Authority, purpose, and scope.
564.2 Definitions.
564.3 Appraisals required; transactions requiring a State certified or licensed appraiser.
564.4 Minimum appraisal standards.
564.5 Appraiser independence.
564.6 Professional association membership; competency.
564.7 Enforcement.
564.8 Appraisal policies and practices of savings associations and subsidiaries.
Part 565 Prompt corrective action Subpart Y Prompt corrective action
565.1 Authority, purpose, scope, other supervisory authority, and disclosure of capital categories. 390.450 [Reserved]
565.2 Definitions. 390.451 [Reserved]
565.3 Notice of capital category. 390.452 [Reserved]
565.4 Capital measures and capital category definitions. 390.453 [Reserved]
565.5 Capital restoration plans. 390.454 [Reserved]
565.6 Mandatory and discretionary supervisory actions under section 38. 390.455 [Reserved]
565.7 Directives to take prompt corrective action. 390.456 Directives to take prompt corrective action.
565.8 Procedures for reclassifying a savings association based on criteria other than capital. 390.457 Procedures for reclassifying a State savings association based on criteria other than capital.
565.9 Order to dismiss a director or senior executive officer. 390.458 Order to dismiss a director or senior executive officer.
565.10 Enforcement of directives. 390.459 Enforcement of directives.
Part 567 Capital Subpart Z [Reserved]
Subpart A Scope
567.0 Scope.
Subpart B Regulatory capital requirements
567.1 Definitions.
567.2 Minimum regulatory capital requirement.
567.3 Individual minimum capital requirements.
567.4 Capital directives.
567.5 Components of capital.
567.6 Risk-based capital credit risk-weight categories.
567.8 Leverage ratio.
567.9 Tangible capital requirement.
567.10 Consequences of failure to meet capital requirements.
567.11 Reservation of authority.
567.12 Purchased credit card relationships, servicing assets, intangible assets (other than purchased credit card relationships and servicing assets), credit-enhancing interest-only strips, and deferred tax assets.
Appendixes A--B [Reserved]
Appendix C--Risk-Based Capital Requirements--Internal Ratings Based and Advanced Measurement Approaches
Part 391 [Reserved]
Part 568 Security procedures
568.1 Authority, purpose, and scope.
568.2 Designation of security officer.
568.3 Security program.
568.4 Report.
568.5 Protection of customer information.
Part 570 Safety and soundness guidelines and compliance procedures
570.1 Authority, purpose, scope and preservation of existing authority.
570.2 Determination and notification of failure to meet safety and soundness standards and request for compliance plan.
570.3 Filing of safety and soundness compliance plan.
570.4 Issuance of orders to correct deficiencies and to take or refrain from taking other actions.
570.5 Enforcement of orders.
Appendix Appendix A to Part 570--Interagency Guidelines Establishing Standards for Safety and Soundness
Appendix Appendix B to Part 570--Interagency Guidelines Establishing Information Security Standards
Part 571 Fair credit reporting
Subpart A General provisions
571.2 Examples.
571.83 Disposal of consumer information.
Subpart J Identity theft red flags
571.90 Duties regarding the detection, prevention, and mitigation of identity theft.
571.91 Duties of card issuers regarding changes of address.
Appendix Appendix J to Part 571--Interagency Guidelines on Identity Theft Detection, Prevention, and Mitigation
Part 572 Loans in areas having special flood hazards
572.1 Authority, purpose, and scope.
572.2 Definitions.
572.3 Requirement to purchase flood insurance where available.
572.4 Exemptions.
572.5 Escrow requirement.
572.6 Required use of standard flood hazard determination form.
572.7 Forced placement of flood insurance.
572.8 Determination fees.
572.9 Notice of special flood hazards and availability of Federal disaster relief assistance.
572.10 Notice of servicer's identity.
Appendix Appendix A to Part 572--Sample Form of Notice of Special Flood Hazards and Availability of Federal Disaster Relief Assistance
Part 574 Acquisition of control of savings associations.
574.1 Scope of part.
574.2 Definitions.
574.3 Acquisition of control of savings associations.
574.4 Control.
574.5 Certifications of ownership.
574.6 Procedural requirements.
574.7 Determination by the OTS.
574.8 Qualified stock issuances by undercapitalized savings associations or holding companies.
574.100 Rebuttal of control agreement.

Authority: 12 U.S.C. 1819. Subpart F also issued under 5 U.S.C. 552; 559; 12 U.S.C. 2901 et seq. Subpart G also issued under 12 U.S.C. 2810 et seq., 2901 et seq.; 15 U.S.C. 1691; 42 U.S.C. 1981, 1982, 3601--3619. Subpart O also issued under 12 U.S.C. 1828. Subpart Q also issued under 12 U.S.C. 1462; 1462a; 1463; 1464. Subpart R also issued under 12 U.S.C. 1463; 1464; 1831m; 1831n; 1831p--1. Subpart S also issued under 12 U.S.C. 1462; 1462a; 1463; 1464; 1468a; 1817; 1820; 1828; 1831e; 1831o; 1831p--1; 1881--1884; 3207; 3339; 15 U.S.C. 78b; 78l; 78m; 78n; 78p; 78q; 78w; 31 U.S.C. 5318; 42 U.S.C. 4106. Subpart T also issued under 12 U.S.C. 1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m; 78n; 78w. Subpart W also issued under 12 U.S.C. 1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m; 78n; 78p; 78w. Subpart Y also issued under 12 U.S.C. 1831o

[SOURCE:  The provisions of this part 390 appear at 76 Fed. Reg. 47665, August 5, 2011, effective July 22, 2011]

Subpart A—E [Reserved] .

Subpart F Application Processing Procedures

390.100 What does this subpart do?
390.101 Do the same procedures apply to all applications under this subpart?
390.102 How does the FDIC compute time periods under this subpart?
390.103 Must I meet with the FDIC before I file my application?
390.104 What information must I include in my draft business plan?
390.105 What type of application must I file?
390.106 What information must I provide with my application?
390.107 May I keep portions of my application confidential?
390.108 Where do I file my application?
390.109 What is the filing date of my application?
390.110 How do I amend or supplement my application?
390.111 Who must publish a public notice of an application?
390.112 What information must I include in my public notice?
390.113 When must I publish the public notice?
390.114 Where must I publish the public notice?
390.115 What language must I use in my publication?
390.116 Comment procedures.
390.117 Who may submit a written comment?
390.118 What information should a comment include?
390.119 Where are comments filed?
390.120 How long is the comment period?
390.121 Meeting procedures.
390.122 When will the FDIC conduct a meeting on an application?
390.123 What procedures govern the conduct of the meeting?
390.124 Will the FDIC approve or disapprove an application at a meeting?
390.125 Will a meeting affect application processing time frames?
390.126 If I file a notice under expedited treatment, when may I engage in the proposed activities?
390.127 What will the FDIC do after I file my application?
390.128 If the FDIC requests additional information to complete my application, how will it process my application?
390.129 Will the FDIC conduct an eligibility examination?
390.130 What may the FDIC require me to do after my application is deemed complete?
390.131 Will the FDIC require me to publish a new public notice?
390.132 May the FDIC suspend processing of my application?
390.133 How long is the FDIC review period?
390.134 How will I know if my application has been approved?
390.135 What will happen if the FDIC does not approve or disapprove my application within two calendar years after the filing date?

Subpart G Nondiscrimination Requirements

390.140 Definitions.
390.141 Supplementary guidelines.
390.142 Nondiscrimination in lending and other services.
390.143 Nondiscriminatory appraisal and underwriting.
390.144 Nondiscrimination in applications.
390.145 Nondiscriminatory advertising.
390.146 Equal Housing Lender Poster.
390.147 Loan application register.
390.148 Nondiscrimination in employment.
390.149 Complaints.
390.150 Guidelines relating to nondiscrimination in lending. .

Subpart H—L [Reserved]

Subpart M Deposits


Subpart N—[Reserved]

Subpart O Subordinate Organizations

390.250 What does this subpart cover?
390.251 Definitions.
390.252 How must separate corporate identities be maintained?
390.253 What notices are required to establish or acquire a new subsidiary or engage in new activities through an existing subsidiary?
390.254 How may a subsidiary of a State savings association issue securities?
390.255 How may a State savings association exercise its salvage power in connection with a service corporation or lower-tier entities?

Subpart P [Reserved]

Subpart Q Definitions for Regulations Affecting all State Savings Associations

390.280 When do the definitions in this subpart apply?
390.281 Account.
390.282 Accountholder.
390.283 Affiliate.
390.284 Affiliated person.
390.285 Audit period.
390.286 Certificate account.
390.287 Consumer credit.
390.288 Controlling person.
390.289 Corporation.
390.290 Demand accounts.
390.291 Director.
390.292 Financial institution.
390.293 Immediate family.
390.294 Land loan.
390.295 Low-rent housing.
390.296 Money Market Deposit Accounts.
390.297 Negotiable Order of Withdrawal Accounts.
390.298 Nonresidential construction loan.
390.299 Nonwithdrawable account.
390.300 Note account.
390.301 [Reserved].
390.302 Officer.
390.303 Parent company; subsidiary.
390.304 Political subdivision.
390.305 Principal office.
390.306 Public unit.
390.307 Savings account.
390.308 State savings association.
390.309 Security.
390.310 Service corporation.
390.311 State.
390.312 Subordinated debt security.
390.313 Tax and loan account.
390.314 United States Treasury General Account.
390.315 United States Treasury Time Deposit Open Account.
390.316 With recourse.

Subpart R—V [Removed and Reserved]

Subpart W Securities Offerings

390.410 Definitions.
390.411 Offering circular requirement.
390.412 Exemptions.
390.413 Non-public offering.
390.414 Filing and signature requirements.
390.415 Effective date.
390.416 Form, content, and accounting.
390.417 Use of the offering circular.
390.418 Escrow requirement.
390.419 Unsafe or unsound practices.
390.420 Withdrawal or abandonment.
390.421 Securities sale report.
390.422 Public disclosure and confidential treatment.
390.423 Waiver.
390.424 Requests for interpretive advice or waiver.
390.425 Delayed or continuous offering and sale of securities.
390.426 Sales of securities at an office of a State savings association.
390.427 Current and periodic reports.
390.428 Approval of the security.
390.429 Form for securities sale report.
390.430 Filing of copies of offering circulars in certain exempt offerings.

Subpart X—[Reserved]

Subpart Y Prompt Corrective Action

390.450—390.455 [Reserved]
390.456 Directives to take prompt corrective action.
390.457 Procedures for reclassifying a State savings association based on criteria other than capital.
390.458 Order to dismiss a director or senior executive officer.
390.459 Enforcement of directives.


Subpart Z [Reserved]

Subpart F—P [Reserved]

Subpart Q—Definitions for Regulations Affecting all State Savings Associations

§ 390.280  When do the definitions in this subpart apply?

The definitions in this subpart apply throughout parts 390 and 391, unless another definition is specifically provided.

[Codified to 12 C.F.R. § 390.280]

§ 390.281  Account.

The term account means any savings account, demand account, certificate account, tax and loan account, note account, United States Treasury general account or United States Treasury time deposit-open account, whether in the form of a deposit or a share, held by an accountholder in a State savings association.

[Codified to 12 C.F.R. § 390.281]

§ 390.282  Accountholder.

The term accountholder means the holder of an account or accounts in a State savings association insured by the Deposit Insurance Fund. The term does not include the holder of any subordinated debt security or any mortgage-backed bond issued by the State savings association.

[Codified to 12 C.F.R. § 390.282]

§ 390.283 Affiliate.

The term affiliate of a State savings association, unless otherwise defined, means any corporation, business trust, association, or other similar organization:

(a)  Of which a State savings association, directly or indirectly, owns or controls either a majority of the voting shares or more than 50 per centum of the number of shares voted for the election of its directors, trustees, or other persons exercising similar functions at the preceding election, or controls in any manner the election of a majority of its directors, trustees, or other persons exercising similar functions; or

(b)  Of which control is held, directly or indirectly through stock ownership or in any other manner, by the shareholders of a State savings association who own or control either a majority of the shares of such State savings association or more than 50 per centum of the number of shares voted for the election of directors of such State savings association at the preceding election, or by trustees for the benefit of the shareholders of any such State savings association; or

(c)  Of which a majority of its directors, trustees, or other persons exercising similar functions are directors of any one State savings association.

[Codified to 12 C.F.R. § 390.283]

§ 390.284  Affiliated person.

The term affiliated person of a State savings association means the following:

(a)  A director, officer, or controlling person of such association;

(b)  A spouse of a director, officer, or controlling person of such association;

(c)  A member of the immediate family of a director, officer, or controlling person of such association, who has the same home as such person or who is a director or officer of any subsidiary of such association or of any holding company affiliate of such association;

(d)  Any corporation or organization (other than the State savings association or a corporation or organization through which the State savings association operates) of which a director, officer or the controlling person of such association:

(1)  Is chief executive officer, chief financial officer, or a person performing similar functions;

(2)  Is a general partner;

(3)  Is a limited partner who, directly or indirectly either alone or with his or her spouse and the members of his or her immediate family who are also affiliated persons of the association, owns an interest of 10 percent or more in the partnership (based on the value of his or her contribution) or who, directly or indirectly with other directors, officers, and controlling persons of such association and their spouses and their immediate family members who are also affiliated persons of the association, owns an interest of 25 percent or more in the partnership; or

(4)  Directly or indirectly either alone or with his or her spouse and the members of his or her immediate family who are also affiliated persons of the association, owns or controls 10 percent or more of any class of equity securities or owns or controls, with other directors, officers, and controlling persons of such association and their spouses and their immediate family members who are also affiliated persons of the association, 25 percent or more of any class of equity securities; and

(5)  Any trust or other estate in which a director, officer, or controlling person of such association or the spouse of such person has a substantial beneficial interest or as to which such person or his or her spouse serves as trustee or in a similar fiduciary capacity.

[Codified to 12 C.F.R. § 390.284]

§ 390.285  Audit period.

The audit period of a State savings association means the twelve-month period (or other period in the case of a change in audit period) covered by the annual audit conducted to satisfy § 390.350.

[Codified to 12 C.F.R. § 390.285]

§ 390.286  Certificate account.

The term certificate account means a savings account evidenced by a certificate that must be held for a fixed or minimum term.

[Codified to 12 C.F.R. § 390.286]

§ 390.287  Consumer credit.

The term consumer credit means credit extended to a natural person for personal, family, or household purposes, including loans secured by liens on real estate and chattel liens secured by mobile homes and leases of personal property to consumers that may be considered the functional equivalent of loans on personal security: Provided, the State savings association relies substantially upon other factors, such as the general credit standing of the borrower, guaranties, or security other than the real estate or mobile home, as the primary security for the loan. Appropriate evidence to demonstrate justification for such reliance should be retained in a State savings association's files. Among the types of credit included within this term are consumer loans; educational loans; unsecured loans for real property alteration, repair or improvement, or for the equipping of real property; loans in the nature of overdraft protection; and credit extended in connection with credit cards.

[Codified to 12 C.F.R. § 390.287]

§ 390.288  Controlling person.

The term controlling person of a State savings association means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, ten percent or more of the voting shares or rights of such State savings association; or controls in any manner the election or appointment of a majority of the directors of such State savings association. However, a director of a State savings association will not be deemed to be a controlling person of such State savings association based upon his or her voting, or acting in concert with other directors in voting, proxies:

(a)  Obtained in connection with an annual solicitation of proxies, or

(b)  Obtained from savings account holders and borrowers if such proxies are voted as directed by a majority vote of the entire board of directors of such association, or of a committee of such directors if such committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority.

[Codified to 12 C.F.R. § 390.288]

§ 390.289  Corporation.

The terms Corporation and FDIC mean the Federal Deposit Insurance Corporation.

[Codified to 12 C.F.R. § 390.289]

§ 390.290  Demand accounts.

The term demand accounts means non-interest-bearing demand deposits that are subject to check or to withdrawal or transfer on negotiable or transferable order to the State savings association and that are permitted to be issued by statute, regulation, or otherwise and are payable on demand.

[Codified to 12 C.F.R. § 390.290]

§ 390.291  Director.

The term director means any director, trustee, or other person performing similar functions with respect to any organization whether incorporated or unincorporated. Such term does not include an advisory director, honorary director, director emeritus, or similar person, unless the person is otherwise performing functions similar to those of a director.

[Codified to 12 C.F.R. § 390.291]

§ 390.292  Financial institution.

The term financial institution has the same meaning as the term depository institution set forth in 12 U.S.C. 1813(c)(1).

[Codified to 12 C.F.R. § 390.292]

§ 390.293  Immediate family.

The term immediate family of any natural person means the following (whether by the full or half blood or by adoption):

(a)  Such person's spouse, father, mother, children, brothers, sisters, and grandchildren;

(b)  The father, mother, brothers, and sisters of such person's spouse; and

(c)  The spouse of a child, brother, or sister of such person.

[Codified to 12 C.F.R. § 390.293]

§ 390.294  Land loan.

The term land loan means a loan:

(a)  Secured by real estate upon which all facilities and improvements have been completely installed, as required by local regulations and practices, so that it is entirely prepared for the erection of structures;

(b)  To finance the purchase of land and the accomplishment of all improvements required to convert it to developed building lots; or

(c)  Secured by land upon which there is no structure.

[Codified to 12 C.F.R. § 390.294]

§ 390.295  Low-rent housing.

The term low-rent housing means real estate which is, or which is being constructed, remodeled, rehabilitated, modernized, or renovated to be, the subject of an annual contributions contract for low-rent housing under the provisions of the United States Housing Act of 1937, as amended.

[Codified to 12 C.F.R. § 390.295]

§ 390.296  Money Market Deposit Accounts.

(a)  Money Market Deposit Accounts (MMDAs) offered by State savings associations in accordance with applicable state law are savings accounts on which interest may be paid if issued subject to the following limitations:

(1)  The State savings association shall reserve the right to require at least seven days' notice prior to withdrawal or transfer of any funds in the account; and

(2)(i)  The depositor is authorized by the State savings association to make no more than six transfers per calendar month or statement cycle (or similar period) of at least four weeks by means of preauthorized, automatic, telephonic, or data transmission agreement, order, or instruction to another account of the depositor at the same State savings association to the State savings association itself, or to a third party.

(ii)  State savings associations may permit holders of MMDAs to make unlimited transfers for the purpose of repaying loans (except overdraft loans on the depositor's demand account) and associated expenses at the same State savings association (as originator or servicer), to make unlimited transfers of funds from this account to another account of the same depositor at the same State savings association or to make unlimited payments directly to the depositor from the account when such transfers or payments are made by mail, messenger, automated teller machine, or in person, or when such payments are made by telephone (via check mailed to the depositor).

(3)  In order to ensure that no more than the number of transfers specified in paragraph (a)(2)(i) of this section are made, a State savings association must either:

(i)  Prevent transfers of funds in excess of the limitations; or

(ii)  Adopt procedures to monitor those transfers on an after-the-fact basis and contact customers who exceed the limits on more than an occasional basis. For customers who continue to violate those limits after being contacted by the depository State savings association the depository State savings association must either place funds in another account that the depositor is eligible to maintain or take away the account's transfer and draft capacities.

(iii)  Insured State savings associations at their option, may use on a consistent basis either the date on a check or the date it is paid in determining whether the transfer limitations within the specified interval are exceeded.

(b)  State savings associations may offer MMDAs to any depositor not inconsistent with applicable state law.

[Codified to 12 C.F.R. § 390.296]

§ 390.297  Negotiable Order of Withdrawal Accounts.

(a)  Negotiable Order of Withdrawal ( NOW ) accounts are savings accounts authorized by 12 U.S.C. 1832 on which the State savings association reserves the right to require at least seven days' notice prior to withdrawal or transfer of any funds in the account.

(b)  For purposes of 12 U.S.C. 1832:

(1)  An organization shall be deemed "operated primarily for religious, philanthropic, charitable, educational, or other similar purposes and . . . not . . . for profit" if it is described in sections 501(c)(3) through (13), 501(c)(19), or 528 of the Internal Revenue Code; and

(2)  The funds of a sole proprietorship or unincorporated business owned by a husband and wife shall be deemed beneficially owned by "one or more individuals."

[Codified to 12 C.F.R. § 390.297]

§ 390.298  Nonresidential construction loan.

The term nonresidential construction loan means a loan for construction of other than one or more dwelling units.

[Codified to 12 C.F.R. § 390.298]

§ 390.299  Nonwithdrawable account.

The term nonwithdrawable account means an account which by the terms of the contract of the accountholder with the State savings association or by provisions of state law cannot be paid to the accountholder until all liabilities, including other classes of share liability of the State savings association have been fully liquidated and paid upon the winding up of the State savings association is referred to as a nonwithdrawable account.

[Codified to 12 C.F.R. § 390.300]

§ 390.300  Note account.

The term note account means a note, subject to the right of immediate call, evidencing funds held by depositories electing the note option under applicable United States Treasury Department regulations. Note accounts are not savings accounts or savings deposits.

§ 390.301  [Reserved]

§ 390.302  Officer.

The term Officer means the president, any vice-president (but not an assistant vice-president, second vice-president, or other vice president having authority similar to an assistant or second vice-president), the secretary, the treasurer, the comptroller, and any other person performing similar functions with respect to any organization whether incorporated or unincorporated. The term officer also includes the chairman of the board of directors if the chairman is authorized by the charter or by-laws of the organization to participate in its operating management or if the chairman in fact participates in such management.

[Codified to 12 C.F.R. § 390.302]

§ 390.303  Parent company; subsidiary.

The term parent company means any company which directly or indirectly controls any other company or companies. The term subsidiary means any company which is owned or controlled directly or indirectly by a person, and includes a subsidiary owned in whole or in part by a State savings association, or a subsidiary of that subsidiary.

[Codified to 12 C.F.R. § 390.303]

§ 390.304  Political subdivision.

The term political subdivision includes any subdivision of a public unit, any principal department of such public unit:

(a)  The creation of which subdivision or department has been expressly authorized by state statute,

(b)  To which some functions of government have been delegated by state statute, and

(c)  To which funds have been allocated by statute or ordinance for its exclusive use and control. It also includes drainage, irrigation, navigation, improvement, levee, sanitary, school or power districts and bridge or port authorities and other special districts created by state statute or compacts between the states. Excluded from the term are subordinate or nonautonomous divisions, agencies or boards within principal departments.

[Codified to 12 C.F.R. § 390.304]

§ 390.305  Principal office.

The term principal office means the home office of a State savings association established as such in conformity with the laws under which the State savings association is organized.

[Codified to 12 C.F.R. § 390.305]

§ 390.306  Public unit.

The term public unit means the United States, any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, the Virgin Islands, any county, any municipality or any political subdivision thereof.

[Codified to 12 C.F.R. § 390.306]

§ 390.307  Savings account.

The term savings account means any withdrawable account, except a demand account as defined in § 390.290, a tax and loan account, a note account, a United States Treasury general account, or a United States Treasury time deposit-open account.

[Codified to 12 C.F.R. § 390.307]

§ 390.308  State savings association.

The term State savings association means a State savings association as defined in section 3 of the Federal Deposit Insurance Act, the deposits of which are insured by the Corporation. It includes a building and loan, savings and loan, or homestead association, or a cooperative bank (other than a cooperative bank which is a State bank as defined in section 3(a)(2) of the Federal Deposit Insurance Act) organized and operating according to the laws of the State in which it is chartered or organized, or a corporation (other than a bank as defined in section 3(a)(1) of the Federal Deposit Insurance Act) that the Board of Directors of the Federal Deposit Insurance Corporation determine to be operating substantially in the same manner as a State savings association.

[Codified to 12 C.F.R. § 390.308]

§ 390.309  Security.

The term security means any non-withdrawable account, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, except that a security shall not include an account or deposit insured by the Federal Deposit Insurance Corporation.

[Codified to 12 C.F.R. § 390.309]

§ 390.310  Service corporation.

The term service corporation means any corporation, the majority of the capital stock of which is owned by one or more savings associations and which engages, directly or indirectly, in any activities similar to activities which may be engaged in by a service corporation in which a Federal savings association may invest.

[Codified to 12 C.F.R. § 390.310]

§ 390.311  State.

The term State means a State, the District of Columbia, Guam, Puerto Rico, and the Virgin Islands of the United States.

[Codified to 12 C.F.R. § 390.311]

§ 390.312  Subordinated debt security.

The term subordinated debt security means any unsecured note, debenture, or other debt security issued by a State savings association and subordinated on liquidation to all claims having the same priority as account holders or any higher priority.

[Codified to 12 C.F.R. § 390.312]

§ 390.313  Tax and loan account.

The term tax and loan account means an account, the balance of which is subject to the right of immediate withdrawal, established for receipt of payments of Federal taxes and certain United States obligations. Such accounts are not savings accounts or savings deposits.

[Codified to 12 C.F.R. § 390.313]

§ 390.314  United States Treasury General Account.

The term United States Treasury General Account means an account maintained in the name of the United States Treasury the balance of which is subject to the right of immediate withdrawal, except in the case of the closure of the member, and in which a zero balance may be maintained. Such accounts are not savings accounts or savings deposits.

[Codified to 12 C.F.R. § 390.314]

§ 390.315  United States Treasury Time Deposit Open Account.

The term United States Treasury Time Deposit Open Account means a non-interest-bearing account maintained in the name of the United States Treasury which may not be withdrawn prior to the expiration of 30 days' written notice from the United States Treasury, or such other period of notice as the Treasury may require. Such accounts are not savings accounts or savings deposits.

[Codified to 12 C.F.R. § 390.315]

§ 390.316  With recourse.

(a)  The term with recourse means, in connection with the sale of a loan or a participation interest in a loan, an agreement or arrangement under which the purchaser is to be entitled to receive from the seller a sum of money or thing of value, whether tangible or intangible (including any substitution), upon default in payment of any loan involved or any part thereof or to withhold or to have withheld from the seller a sum of money or anything of value by way of security against default. The recourse liability resulting from a sale with recourse shall be the total book value of any loan sold with recourse less:

(1)  The amount of any insurance or guarantee against loss in the event of default provided by a third party,

(2)  The amount of any loss to be borne by the purchaser in the event of default, and

(3)  The amount of any loss resulting from a recourse obligation entered on the books and records of the State savings association.

(b)  The term with recourse does not include loans or interests therein where the agreement of sale provides for the State savings association directly or indirectly

(1)  To hold or retain a subordinate interest in a specified percentage of the loans or interests; or

(2)  To guarantee against loss up to a specified percentage of the loans or interests, which specified percentage shall not exceed ten percent of the outstanding balance of the loans or interests at the time of sale: Provided, that the State savings association designates adequate reserves for the subordinate interest or guarantee.

(c)  This definition does not apply for purposes of determining the capital adequacy requirements under part 324 of this chapter.

[Codified to 12 C.F.R. § 390.316]

[Section 390.16 amended at 83 Fed. Reg. 17743, April 24, 2018]

Subpart R—[Removed and Reserved]

Subpart W—Securities Offerings

§ 390.410  Definitions.

(a)  For purposes of this subpart, the following definitions apply:

(1)  Accredited investor means the same as in Commission Rule 501(a) (17 CFR 230.501(a)) under the Securities Act, and includes any State savings association.

(2)  Commission means the Securities and Exchange Commission.

(3)  Dividend or interest reinvestment plan means a plan which is offered solely to existing security holders of the State savings association which allows such persons to reinvest dividends or interest paid to them on securities issued by the State savings association, and which also may allow additional cash amounts to be contributed by the participants in the plan, provided that the securities to be issued are newly issued, or are purchased for the account of plan participants, at prices not in excess of current market prices at the time of purchase, or at prices not in excess of an amount determined in accordance with a pricing formula specified in the plan and based upon average or current market prices at the time of purchase.

(4)  Employee benefit plan means any purchase, savings, option, rights, bonus, ownership, appreciation, profit sharing, thrift, incentive, pension or similar plan solely for officers, directors or employees.

(5)  Exchange Act means the Securities Exchange Act of 1934 (15 U.S.C. 78a--78jj).

(6)  Filing date means the date on which a document is actually received during business hours, 9 a.m. to 5 p.m. Eastern Standard Time, by the FDIC, 550 17th Street, NW, Washington, DC 20429. However if the last date on which a document can be accepted falls on a Saturday, Sunday, or holiday, such document may be filed on the next business day.

(7)  Issuer means a State savings association which issues or proposes to issue any security.

(8)  Offer; Sale or sell. For purposes of this subpart, the term offer, offer to sell, or offer for sale shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. However, these terms shall not include preliminary negotiations or agreements between an issuer and any underwriter or among underwriters who are or are to be in privity of contract with the issuer. Sale and sell includes every contract to sell or otherwise dispose of a security or interest in a security for value. Every offer or sale of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, includes an offer and sale of the other security only at the time of the offer or sale of the warrant or right or convertible security; but neither the exercise of the right to purchase or subscribe or to convert nor the issuance of securities pursuant thereto is an offer or sale.

(9)  Person means the same as in 12 CFR § 192.25, and includes a State savings association.

(10)  Purchase and buy mean the same as in 12 CFR § 192.25.

(11)  State savings association means the same as in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)), and includes a state-chartered savings association in organization which is granted conditional approval of insurance of accounts by the Federal Deposit Insurance Corporation. In addition, for purposes of § 390.411, State savings association includes any underwriter participating in the distribution of securities of a State savings association.

(12)  Securities Act means the Securities Act of 1933 (15 U.S.C. 77a--77aa).

(13)  Security means any non-withdrawable account, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization or subscription, transferable share, investment contract, voting trust certificate or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing, except that a security shall not include an account insured, in whole or in part, by the Federal Deposit Insurance Corporation.

(14)  Underwriter means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commission and such term shall also not include any person who has continually held the securities being transferred for a period of two (2) consecutive years provided that the securities sold in any one (1) transaction shall be less than ten percent (10%) of the issued and outstanding securities of the same class. The following shall apply for the purpose of determining the period securities have been held:

(i)  Stock dividends, splits and recapitalizations. Securities acquired from the issuer as a dividend or pursuant to a stock split, reverse split or recapitalization shall be deemed to have been acquired at the same time as the securities on which the dividend or, if more than one, the initial dividend was paid, the securities involved in the split or reverse split, or the securities surrendered in connection with the recapitalization.

(ii)  Conversions. If the securities sold were acquired from the issuer for consideration consisting solely of other securities of the same issuer surrendered for conversion, the

securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion.

(iii)  Contingent issuance of securities. Securities acquired as a contingent payment of the purchase price of an equity interest in a business, or the assets of a business, sold to the issuer or an affiliate of the issuer shall be deemed to have been acquired at the time of such sale if the issuer was then committed to issue the securities subject only to conditions other than the payment of further consideration for such securities. An agreement entered into in connection with any such purchase to remain in the employment of, or not to compete with, the issuer or affiliate or the rendering of services pursuant to such agreement shall not be deemed to be the payment of further consideration for such securities.

(iv)  Pledged securities. Securities which are bona fide pledged by any person other than the issuer when sold by the pledgee, or by a purchaser, after a default in the obligation secured by the pledge, shall be deemed to have been acquired when they were acquired by the pledgor, except that if the securities were pledged without recourse they shall be deemed to have been acquired by the pledgee at the time of the pledge or by the purchaser at the time of purchase.

(v)  Gifts of securities. Securities acquired from any person, other than the issuer, by gift shall be deemed to have been acquired by the donee when they were acquired by the donor.

(vi)  Trusts. Securities acquired from the settler of a trust by the trust or acquired from the trust by the beneficiaries thereof shall be deemed to have been acquired when they were acquired by the settler.

(vii)  Estates. Securities held by the estate of a deceased person or acquired from such an estate by the beneficiaries thereof shall be deemed to have been acquired when they were acquired by the deceased person, except that no holding period is required if the estate is not an affiliate of the issuer or if the securities are sold by a beneficiary of the estate who is not such an affiliate.

(viii)  Exchange transactions. A person receiving securities in a transaction involving an exchange of the securities of one issuer for securities of another issuer shall be deemed to have acquired the securities received when such person acquired the securities exchanged.

(b)  A term not defined in this subpart but defined elsewhere in this part, when used in subpart, shall have the meanings given elsewhere in this part, unless the context otherwise requires.

(c)  When used in the rules, regulations, or forms of the Commission referred to in this subpart, the term Commission shall be deemed to refer to the FDIC, the term registrant shall be deemed to refer to an issuer defined in this subpart, and the term registration statement or prospectus shall be deemed to refer to an offering circular filed under this subpart, unless the context otherwise requires.

[Codified to 12 C.F.R. § 390.410]

§ 390.411  Offering circular requirement.

(a)  General. No State savings association shall offer or sell, directly or indirectly, any security issued by it unless:

(1)  The offer or sale is accompanied or preceded by an offering circular which includes the information required by this subpart and which has been filed and declared effective pursuant to this subpart; or

(2)  An exemption is available under this subpart.

(b)  Communications not deemed an offer. The following communications shall not be deemed an offer under this subpart:

(1)  Prior to filing an offering circular, any notice of a proposed offering which satisfies the requirements of Commission Rule 135 (17 CFR 230.135) under the Securities Act;

(2)  Subsequent to filing an offering circular, any notice circular, advertisement, letter, or other communication published or transmitted to any person which satisfies the requirements of Commission Rule 134 (17 CFR 230.134) under the Securities Act; and

(3)  Oral offers of securities covered by an offering circular made after filing the offering circular with the FDIC.

(c)  Preliminary offering circular. Notwithstanding paragraph (a) of this section, a preliminary offering circular may be used for an offer of any security prior to the effective date of the offering circular if:

(1)  The preliminary offering circular has been filed pursuant to this subpart;

(2)  The preliminary offering circular includes the information required by this subpart, except for the omission of information relating to offering price, discounts or commissions, amount of proceeds, conversion rates, call prices, or other matters dependent on the offering price; and

(3)  The offering circular declared effective by the FDIC is furnished to the purchaser prior to, or simultaneously with, the sale of any such security.

[Codified to 12 C.F.R. § 390.411]

§ 390.412  Exemptions.

The offering circular requirement of § 390.411 shall not apply to an issuer's offer or sale of securities:

(a)  [Reserved]

(b)  Exempt from registration under either section 3(a) or section 4 of the Securities Act, but only by reason of an exemption other than section 3(a)(5) (for regulated State savings associations), and section 3(a)(11) (for intrastate offerings) of the Securities Act;

(c)  In a conversion from the mutual to the stock form of organization pursuant to12 CFR part 192, except for a supervisory conversion undertaken pursuant to subpart C of 12 CFR part 192;

(d)  In a non-public offering which satisfies the requirements of § 390.413;

(e)  That are debt securities issued in denominations of $100,000 or more, which are fully collateralized by cash, any security issued, or guaranteed as to principal and interest, by the United States, the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association or by interests in mortgage notes secured by real property;

(f)  Distributed exclusively abroad to foreign nationals: Provided, That--

(1)  The offering is made subject to safeguards reasonably designed to preclude distribution or redistribution of the securities within, or to nationals of, the United States; and

(2)  Such safeguards include, without limitation, measures that would be sufficient to ensure that registration of the securities would not be required if the securities were not exempt under the Securities Act; or

(g)  To its officers, directors or employees pursuant to an employee benefit plan or a dividend or interest reinvestment plan, and provided that any such plan has been approved by the majority of shareholders present in person or by proxy at an annual or special meeting of the shareholders of the State savings association.

[Codified to 12 C.F.R. § 390.412]

§ 390.413  Non-public offering.

Offers and sales of securities by an issuer that satisfy the conditions of paragraph (a) or (b) of this section and the requirements of paragraphs (c) and (d) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(2) of the Securities Act and §§ 390.412(b) and 390.412(d). However, an issuer shall not be deemed to be not in compliance with the provisions of this subpart solely by reason of making an untimely filing of the notice required to be filed by paragraph (c) of this section so long as the notice is actually filed and all other conditions and requirements of this subpart are satisfied.

(a)  Regulation D. The offer and sale of all securities in the transaction satisfies the Commission's Regulation D (17 CFR 230.501--230.506), except for the notice requirements of Commission Rule 503 (17 CFR 230.503) and the limitations on resale in Commission Rule 502(d) (17 CFR 230.502(d)).

(b)  Sales to 35 persons. The offer and sale of all securities in the transaction satisfies each of the following conditions:

(1)  Sales of the security are not made to more than 35 persons during the offering period, as determined under the integration provisions of Commission Rule 502(a) (17 CFR 230.502(a)). The number of purchasers referred to above is exclusive of any accredited investor, officer, director or affiliate of the issuer. For purposes of paragraph (b) of this section, a husband and wife (together with any custodian or trustee acting for the account of their minor children) are counted as one person and a partnership, corporation or other organization which was not specifically formed for the purpose of purchasing the security offered in reliance upon this exemption, is counted as one person.

(2)  All purchasers either have a preexisting personal or business relationship with the issuer or any of its officers, directors or controlling persons, or by reason of their business or financial experience or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, could reasonably be assumed to have the capacity to protect their own interests in connection with the transaction.

(3)  Each purchaser represents that the purchaser is purchasing for the purchaser's own account (or a trust account if the purchaser is a trustee) and not with a view to or for sale in connection with any distribution of the security.

(4)  The offer and sale of the security is not accomplished by the publication of any advertisement.

(c)  Filing of notice of sales. Within 30 days after the first sale of the securities, every six months after the first sale of the securities and not later than 30 days after the last sale of securities in an offering pursuant to this subpart, the issuer, shall file with the FDIC a report describing the results of the sale of securities as required by § 390.421(b).

(d)  Limitation on resale. The issuer shall exercise reasonable care to assure that the purchasers of the securities are not underwriters within the meaning of § 390.410(a)(14), which reasonable care shall include, but not be limited to, the following:

(1)  Reasonable inquiry to determine if the purchaser is acquiring the securities for the purchaser or for other persons;

(2)  Written disclosure to each purchaser prior to the sale that the securities are not offered by an offering circular filed with, and declared effective by, the FDIC pursuant to § 390.411, but instead are being sold in reliance upon the exemption from the offering circular requirement provided for by this subpart; and

(3)  Placement of a legend on the certificate, or other document evidencing the securities, indicating that the securities have not been offered by an offering circular filed with, and declared effective by, the FDIC and that due care should be taken to ensure that the seller of the securities is not an underwriter within the meaning of § 390.410(a)(14).

[Codified to 12 C.F.R. § 390.413]

§ 390.414  Filing and signature requirements.

(a)  Procedures. An offering circular, amendment, notice, report, or other document required by this subpart shall, unless otherwise indicated, be filed in accordance with the requirements of 12 CFR 192.115(a), 192.150(a)(6), 192.155, 192.180(b), and Form AC, General Instruction B, of this subpart.

(b)  Number of copies. (1) Unless otherwise required, any filing under this subpart shall include nine copies of the document to be filed with the FDIC, as follows:

(i)  Seven copies, which shall include one manually signed copy with exhibits, three conformed copies with exhibits, and three conformed copies without exhibits, to the FDIC, ATTN: Accounting and Securities Disclosure Section, 550 17th Street NW, Washington, DC 20429; and

(ii)  Two copies, which shall include one manually signed copy with exhibits and one conformed copy, without exhibits, to the appropriate regional director.

(2)  Within five days after the effective date of an offering circular or the commencement of a public offering after the effective date, whichever occurs later, nine copies of the offering circular used shall be filed with the FDIC as follows: seven copies to the FDIC, 550 17th Street NW, ATTN: Accounting and Securities Disclosure Section, Washington, DC, and two copies to the appropriate Regional Director.

(3)  After the effective date of an offering circular, an offering circular which varies from the form previously filed shall not be used, unless it includes only non-material supplemental or additional information and until 10 copies have been filed with the FDIC in the manner required.

(c)  Signature. (1) Any offering circular, amendment, or consent filed with the FDIC pursuant to this subpart shall include an attached manually signed signature page which authorizes the filing and has been signed by:

(i)  The issuer, by its duly authorized representative;

(ii)  The issuer's principal executive officer;

(iii)  The issuer's principal financial officer;

(iv)  The issuer's principal accounting officer; and

(v)  At least a majority of the issuer's directors.

(2)  Any other document filed pursuant to this subpart shall be signed by a person authorized to do so.

(3)  At least one copy of every document filed pursuant to this subpart shall be manually signed, and every copy of a document filed shall:

(i)  Have the name of each person who signs typed or printed beneath the signature;

(ii)  State the capacity or capacities in which the signature is provided;

(iii)  Provide the name of each director of the issuer, if a majority of directors is required to sign the document; and

(iv)  With regard to any copies not manually signed, bear typed or printed signatures.

[Codified to 12 C.F.R. § 390.414]

§ 390.415  Effective date.

(a)  Except as provided for in paragraph (d) of this section, an offering circular filed by a State savings association shall be deemed to be automatically declared effective by the FDIC on the twentieth day after filing or on such earlier date as the FDIC may determine for good cause shown.

(b)  If any amendment is filed prior to the effective date, the offering circular shall be deemed to have been filed when such amendment was filed.

(c)  The period until automatic effectiveness under this subpart shall be stated at the bottom of the facing page of the Form OC or any amendment.

(d)  The effectiveness will be delayed if a duly authorized amendment, telegram confirmed in writing, or letter states that the effective date is delayed until a further amendment is filed specifically stating that the offering circular will become effective in accordance with this subpart.

(e)  An amendment filed after the effective date of the offering circular shall become effective on such date as the FDIC may determine.

(f)  If it appears to the FDIC at any time that the offering circular includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, then the FDIC may pursue any remedy it is authorized to pursue under section 8 of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818), including, but not limited to, institution of cease-and-desist proceedings.

[Codified to 12 C.F.R. § 390.415]

§ 390.416  Form, content, and accounting.

(a)  Form and content. Any offering circular or amendment filed pursuant to this subpart shall:

(1)  Be filed under cover of Form OC, which is under 12 CFR part 192;

(2)  Comply with the requirements of Items 3 and 4 of Form OC and the requirements of all items of the form for registration (17 CFR part 239) that the issuer would be eligible to use were it required to register the securities under the Securities Act;

(3)  Comply with all item requirements of the Form S-1 (17 CFR part 239) for registration under the Securities Act, if the association issuing the securities is not in compliance with the FDIC's regulatory capital requirements during the time the offering is made;

(4)  Where a form specifies that the information required by an item in the Commission's Regulation S-K (17 CFR part 229) should be furnished, include such information and all of the information required by Item 7 of Form PS, which is under 12 CFR part 192;

(5)  Include after the facing page of the Form OC a cross-reference sheet listing each item requirement of the form for registration under the Securities Act and indicate for each item the applicable heading or subheading in the offering circular under which the required information is disclosed;

(6)  Include in part II of the Form OC the applicable undertakings required by the form for registration under the Securities Act;

(7)  If the issuer has not previously been required to file reports pursuant to section 13(a) of the Exchange Act or § 390.427, include in part II of Form OC the following undertaking: "The issuer hereby undertakes, in connection with any distribution of the offering circular, to have a preliminary or effective offering circular including the information required by this subpart distributed to all persons expected to be mailed confirmations of sale not less than 48 hours prior to the time such confirmations are expected to be mailed;"

(8)  In offerings involving the issuance of options, warrants, subscription rights or conversion rights within the meaning of § 390.410(a)(8), include in part II of Form OC an undertaking to provide a copy of the issuer's most recent audited financial statements to persons exercising such options, warrants or rights promptly upon receiving written notification of the exercise thereof;

(9)  Include as supplemental information and not as part of the Form OC and only with respect to de novo offerings, a copy of the application for insurance of accounts as submitted to the Federal Deposit Insurance Corporation for state-chartered savings associations; and

(10)  In addition to the information expressly required to be included by this subpart, 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.

(b)  Accounting requirements. To be declared effective an offering circular or amendment shall satisfy the accounting requirements in subpart T.

[Codified to 12 C.F.R. § 390.416]

§ 390.417  Use of the offering circular.

(a)  An offering circular or amendment declared effective by the FDIC shall not be used more than nine months after the effective date, unless the information contained therein is as of a date not more than 16 months prior to such use.

(b)  An offering circular filed under § 390.414(b)(3) shall not extend the period for which an effective offering circular or amendment may be used under paragraph (c) of this section.

(c)  If any event arises, or change in fact occurs, after the effective date and such event or change in fact, individually or in the aggregate, results in the offering circular containing any untrue statement of material fact, or omitting to state a material fact necessary in order to make statements made in the offering circular not misleading under the circumstances, then no offering circular, which has been declared effective under this subpart, shall be used until an amendment reflecting such event or change in fact has been filed with, and declared effective by, the FDIC.

[Codified to 12 C.F.R. § 390.417]

§ 390.418  Escrow requirement.

(a)  Any funds received in an offering which is offered and sold on a best efforts all-or-none condition or with a minimum-maximum amount to be sold shall be held in an escrow or similar separate account until such time as all of the securities are sold with respect to a best efforts all-or-none offering or the stated minimum amount of securities are sold in a minimum-maximum offering.

(b)  If the amount of securities required to be sold under escrow conditions in paragraph (a) of this section are not sold within the time period for the offering as disclosed in the offering circular, all funds in the escrow account shall be promptly refunded unless the FDIC otherwise approves an extension of the offering period upon a showing of good cause and provided that the extension is consistent with the public interest and the protection of investors.

[Codified to 12 C.F.R. § 390.418]

§ 390.419  Unsafe or unsound practices.

(a)  No person shall directly or indirectly,

(1)  Employ any device, scheme or artifice to defraud,

(2)  Make any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading, or

(3)  Engage in any act, practice, or course of business which operates as a fraud or deceit upon any person, in connection with the purchase or sale of any security of a State savings association.

(b)  Violations of this subpart shall constitute an unsafe or unsound practice within the meaning of section 8 of the Federal Deposit Insurance Act, as amended, 12 U.S.C. 1818.

(c)  Nothing in this subpart shall be construed as a limitation on the applicability of section 10(b) of the Exchange Act (15 U.S.C. 78j(b)) or Rule 10b--5 promulgated thereunder (17 CFR 240.10b--5).

[Codified to 12 C.F.R. § 390.419]

§ 390.420  Withdrawal or abandonment.

(a)  Any offering circular, amendment, or exhibit may be withdrawn prior to the effective date. A withdrawal shall be signed and state the grounds upon which it is made. Any document withdrawn will not be removed from the files of the FDIC, but will be marked "Withdrawn upon the request of the issuer on (date)."

(b)  When an offering circular or amendment has been on file with the FDIC for a period of nine months and has not become effective, the FDIC may, in its discretion, determine whether the filing has been abandoned, after notifying the issuer that the filing is out of date and must either be amended to comply with the applicable requirements of this subpart or be withdrawn within 30 days after the date of such notice. When a filing is abandoned, the filing will not be removed from the files of the FDIC, but will be marked "Declared abandoned by the FDIC on (date)."

[Codified to 12 C.F.R. § 390.420]

§ 390.421  Securities sale report.

(a)  Within 30 days after the first sale of the securities, every six months after such 30 day period and not later than 30 days after the later of the last sale of securities in an offering pursuant to § 390.411 or the application of the proceeds therefrom, the issuer shall file with the FDIC a report describing the results of the sale of the securities and the application of the proceeds, which shall include all of the information required by Form G--12 set forth at § 390.429 and shall also include the following:

(1)  The name, address, and docket number of the issuer;

(2)  The title, number, aggregate and per-unit offering price of the securities sold;

(3)  The aggregate and per-unit dollar amounts of actual itemized expenses, discounts or commissions, and other fees;

(4)  The aggregate and per-unit dollar amounts of the net proceeds raised, and the use of proceeds therefrom; and

(5)  The number of purchasers of each class of securities sold and the number of owners of record of each class of the issuer's equity securities after the issuance of the securities or termination of the offer.

(b)  Within 30 days after the first sale of the securities, every six months after the first sale of the securities and not later than 30 days after the last sale of securities in an offering pursuant to § 390.413, the issuer shall file with the FDIC a report describing the results of the sale of securities, which shall include all of the information required by Form G--12 set forth at § 390.429, and shall also include the following:

(1)  All of the information required by paragraph (a) of this section; and

(2)  A detailed statement of the factual and legal grounds for the exemption claimed.

[Codified to 12 C.F.R. § 390.421]

§ 390.422  Public disclosure and confidential treatment.

(a)  Any offering circular, amendment, exhibit, notice, or report filed pursuant to this subpart will be publicly available. Any other related documents will be treated in accordance with the provisions of the Freedom of Information Act (5 U.S.C. 552), the Privacy Act of 1974 (5 U.S.C. 552a), and parts 309 and 310 of this chapter.

(b)  Any requests for confidential treatment of information in a document required to be filed under this subpart shall be made as required under Commission Rule 24b--2 (17 CFR 240.24b--2) under the Exchange Act.

[Codified to 12 C.F.R. § 390.422]

§ 390.423  Waiver.

(a)  The FDIC may waive any requirement of this subpart, or any required information:

(1)  Determined to be unnecessary by the FDIC;

(2)  In connection with a transaction approved by the FDIC for supervisory reasons, or

(3)  Where a provision of this subpart conflicts with a requirement of applicable state law.

(b)  Any condition, stipulation or provision binding any person acquiring a security issued by a State savings association which seeks to waive compliance with any provision of this subpart shall be void, unless approved by the FDIC.

[Codified to 12 C.F.R. § 390.423]

§ 390.424  Requests for interpretive advice or waiver.

Any requests to the FDIC for interpretive advice or a waiver with respect to any provision of this subpart shall satisfy the following requirements: (a) A copy of the request, including any attachments, shall be filed with the FDIC;

(b)  The provisions of this subpart to which the request relates, the participants in the proposed transaction, and the reasons for the request, shall be specifically identified or described; and

(c)  The request shall include a legal opinion as to each legal issue raised and an accounting opinion as to each accounting issue raised.

[Codified to 12 C.F.R. § 390.424]

§ 390.425  Delayed or continuous offering and sale of securities.

Any offer or sale of securities under § 390.411 may be made on a continuous or delayed basis in the future, if:

(a)  The securities would satisfy all of the eligibility requirements of the Commission's Rule 415, 17 CFR 230.415; and

(b)  The association issuing the securities is in compliance with the FDIC's regulatory capital requirements during the time the offering is made.

[Codified to 12 C.F.R. § 390.425]

§ 390.426  Sales of securities at an office of a State savings association.

Sales of securities of a State savings association or its affiliates at an office of a State savings association may only be made in accordance with the provisions of § 390.340.

[Codified to 12 C.F.R. § 390.426]

§ 390.427  Current and periodic reports.

(a)  Each State savings association which files an offering circular which becomes effective pursuant to this subpart, after such effective date, shall file with the FDIC periodic and current reports on Forms 8--K, 10--Q and 10--K as may be required by section 13 of the Exchange Act (15 U.S.C. 78m) as if the securities sold by such offering circular were securities registered pursuant to section 12 of the Exchange Act (15 U.S.C. 78l). The duty to file periodic and current reports under this subpart shall be automatically suspended if and so long as any issue of securities of the State savings association is registered pursuant to section 12 of the Exchange Act (15 U.S.C. 78l). The duty to file under this subpart shall also be automatically suspended as to any fiscal year, other than the fiscal year within which such offering circular became effective, if, at the beginning of such fiscal year, the securities of each class to which the offering circular relates are held of record by less than three hundred persons and upon the filing of a Form 15.

(b)  For purposes of registering securities under section 12(b) or 12(g) of the Exchange Act, an issuer subject to the reporting requirements of paragraph (a) of this section may use the Commission's registration statement on Form 10 or Form 8--A or 8--B as applicable.

[Codified to 12 C.F.R. § 390.427]

§ 390.428  Approval of the security.

Any securities of a State savings association which are not exempt under this subpart and are offered or sold pursuant to an offering circular which becomes effective under this subpart, are deemed to be approved as to form and terms for purposes of this subpart.

[Codified to 12 C.F.R. § 390.428]

§ 390.429  Form for securities sale report.

FDIC, 550 17th Street, NW, Washington, DC 20429

[Form G--12]

Securities Sale Report Pursuant to § 390.12

FDIC No. _______

Issuer's Name: _______

Address: _______

If in organization, state the date of FDIC certification of insurance of accounts: _______

State the title, number, aggregate and per-unit offering price of the securities sold: _______

State the aggregate and per-unit dollar amounts of actual itemized offering expenses, discounts, commissions, and other fees: _______

State the aggregate and per-unit dollar amounts of the net proceeds raised: _______

Describe the use of proceeds. If unknown, provide reasonable estimates of the dollar amount allocated to each purpose for which the proceeds will be used: _______

State the number of purchasers of each class of securities sold and the number of owners of record of each class of the issuer's equity securities at the close or termination of the offering: _______

For a non-public offering, also state the factual and legal grounds for the exemption claimed (attach additional pages if necessary): _______

For a non-public offering, all offering materials used should be listed: _______

Person to Contact: _______

Telephone No.: _______

This issuer has duly caused this securities sale report to be signed on its behalf by the undersigned person.

Date of securities sale report _______

Issuer: _______

Signature: _______

Name: _______

Title: _______

Instruction:  Print the name and title of the signing representative under his or her signature. Ten copies of the securities sale report should be filed, including one copy manually signed, as required under 12 CFR 390.414.

Attention

Intentional misstatements or omissions of fact constitute violations of Federal law (See 18 U.S.C. 1001 and § 390.355(b)).

[Codified to 12 C.F.R. § 390.429]

§ 390.430  Filing of copies of offering circulars in certain exempt offerings.

A copy of the offering circular, or similar document, if any, used in connection with an offering exempt from the offering circular requirement of § 390.411 by reason of § 390.412(e) or § 390.413 shall be mailed to the FDIC within 30 days after the first sale of such securities. Such copy of the offering circular, or similar document, is solely for the information of the FDIC and shall not be deemed to be "filed" with the FDIC pursuant to § 390.411. The mailing to the FDIC of such offering circular, or similar document, shall not be a pre-condition of the applicable exemption from the offering circular requirements of § 390.411.

[Codified to 12 C.F.R. § 390.430]

Subpart X—Z [Reserved]

Part 391 [Reserved]


[Table of Contents] [Previous Page] [Next Page] [Search]