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(c) Whenever words relate to the future, they have reference solely to present intention.
(d) Any words indicating the holder of a position or office include persons, by whatever titles designated, whose duties are those ordinarily performed by holders of such positions or offices. Rule X-12B-5. Determination of Affiliates of Banks.
In determining whether a person is an “affiliate” or “parent” of a bank or whether a bank is a “subsidiary” or “majority-owned subsidiary” of a person, within the meaning of those terms as defined in Rule X-12B-2, voting securities of the bank held by a corporation all of the stock of which is directly owned by the United States Government shall not be taken into consideration.
ARTICLE 2. FORMAL REQUIREMENTS Rule X-12B-10. Requirements as to Proper Form.
Every application or report shall be on the form prescribed therefor by the Commission, as in effect on the date of filing. Any application or report shall be deemed to be filed on the proper form unless objection to the form is made by the Commission within thirty days after the date of filing. Rule X-12B-11. Number of Copies—Signatures-Binding.
(a) Except as provided in a particular form, three complete copies of each application or report, including exhibits and all other papers and documents filed as a part thereof, shall be filed with the Commission. At least one complete copy of each application shall be filed with each exchange on which the securities covered thereby are being registered. At least one complete copy of each report under section 13 of the Act shall be filed with each exchange on which the registrant has securities listed and registered.
(6) At least one copy of the application or report filed with the Commission and one copy thereof filed with each exchange shall be manually signed in the manner prescribed by the appropriate form. If the application or report is typewritten, one of the signed copies filed with the Commission shall be an original “ribbon” copy. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the application or report.
(c) Each copy of an application or report filed with the Commission or with an exchange shall be bound in one or more parts. Copies filed with the Commission shall be bound without stiff covers. The application or report shall be bound on the left side in such a manner as to leave the reading matter legible.
Rule X-12B-12. Requirements as to Paper, Printing, and Lan
guage. (a) Applications and reports shall be filed on good quality, unglazed, white paper 872 x 13 inches in size, insofar as practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to that size.
(6) The application or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the application or report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.
(c) The body of all printed applications and reports shall be in roman type at least as large as ten-point modern type. However, to the extent necessary for convenient presentation, financial statements and other statistical or tabular data and the notes thereto may be in type at least as large as eight-point modern type. All type shall be leaded at least two points.
(d) Applications and reports shall be in the English language. If any exhibit or other paper or document filed with an application or report is in a foreign language, it shall be accompanied by a translation into the English language. Rule X-12B–13. Preparation of Application or Report.
The application or report shall contain the numbers and captions of all items of the appropriate form, but the text of the items may be omitted provided the answers thereto are so prepared as to indicate to the reader the coverage of the items without the necessity of his referring to the text of the items or instructions thereto. However, where any item requires information to be given in tabular form, it shall be given in substantially the tabular form specified in the item. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted from the application or report. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.
Rule X-12B-14. Riders—Inserts.
Riders shall not be used. If the application or report is typed on a printed form, and the space provided for the answer to any given item is insufficient, reference shall be made in such space to a full insert page or pages on which the item number and caption and the complete answer are given. Rule X-12B-15. Amendments.
All amendments shall be filed under cover of Form 8 and shall comply with all pertinent requirements applicable to applications and reports. Amendments shall be filed separately for each separate application or report amended. Amendments to an application may be filed either before or after registration becomes effective.
ARTICLE 3. GENERAL REQUIREMENTS AS TO CONTENTS Rule X-12B-20. Additional Information.
In addition to the information expressly required to be included in an application or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading. Rule X-12B-21. Information Unknown or not Available.
Information required need be given only insofar as it is known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the registrant, the information may be omitted, subject to the following conditions.
(a) The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.
(6) The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information. Rule X-12B-22. Disclaimer of Control.
If the existence of control is open to reasonable doubt in any instance, the registrant may disclaim the existence of control and any admission thereof; in such case, however, the registrant shall state the material facts pertinent to the possible existence of control. Rule X-12B-23. Incorporation by Reference.
(a) Matter contained in any part of an application or report, other than exhibits, may be incorporated by reference in answer or partial answer to any item of the application or report. Matter contained in an exhibit may be so incorporated to the extent permitted in Rule X-12B–24. An application for registration of additional securities of the registrant (whether of the same or a different class) on the same exchange may incorporate by reference any item contained in any application pursuant to which such prior registration is effective.
(6) Any financial statement filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference in an application or report, filed with the Commission by the same or any other person, if it substantially conforms to the requirements of the form on which the application or report is filed. Any financial statement filed with an exchange pursuant to the Act may be incorporated by reference in any application or report filed with the exchange by the same or any other person, if it substantially conforms to the requirements of the form on which the application or report is filed. If any financial statement filed with the Commission is incorporated by reference in copies of an application or report filed with the Commission pursuant to Section 12 or 13 of the Act, copies of the financial statement may be filed with the exchange in lieu of the corresponding financial statement required by the form on which the application or report is filed.
(6) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the application or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing. Rule X-12B-24. Summaries or Outlines of Documents.
Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made, in succinct and condensed form, as to the most important provisions of the document. In addition to such statement, the summary or outline may incorporate by reference particular items, sections, or paragraphs of any exhibit and may be qualified in its entirety by such reference. Matter contained in an exhibit may be incorporated by reference in answer to an item only to the extent permitted by this rule. Rule X-12B-25. Extension of Time for Furnishing Information.
If it is impractical to furnish any required information, document or report at the time it is required to be filed, the registrant may file with the Commission as a separate document an application (a) identifying the information, document or report in question, (6) stating why the filing thereof at the time required is impracticable, and (c) requesting an extension of time for filing the information, document or
report to a specified date not more than 60 days after the date it would otherwise have to be filed. The application shall be deemed granted unless the Commission, within 10 days after receipt thereof, shall enter an order denying the application.
ARTICLE 4. EXHIBITS
Rule X-12B-30. Additional Exhibits.
The registrant may file such exhibits as it may desire, in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer. Rule X-12B-31. Omission of Substantially Identical Documents.
In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any document so omitted. Rule X-12B-32. Incorporation of Exhibits by Reference.
(a) Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference as an exhibit to any application or report filed with the Commission by the same or any other person. Any document or part thereof filed with an exchange pursuant to the Act may be incorporated by reference as an exhibit to any application or report filed with the exchange by the same or any other person.
(6) If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant shall file with the reference a statement containing the text of any such modification and the date thereof. Rule X-12B-33. Annual Reports to Other Federal Agencies.
Notwithstanding any rule or other requirement to the contrary, whenever copies of an annual report by a registrant to any other Federal agency are required or permitted to be filed as an exhibit to an application or report filed by such registrant with the Commission or with a securities exchange, only one copy of such annual report need be filed with the Commission and one copy thereof with each such exchange, provided appropriate reference to such copy is made in each copy of the application or report filed with the Commission or with such exchange.