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1150 Bank Reorganizing under Newly-formed Holding Company
us SEC - Financial Reporting Manual
(Last updated: 9/30/2010)
1150.1 S-4 General Instruction G
General Instruction G requires that the transaction being registered involves the organization of a bank or savings and loan holding company for the sole purpose of issuing common stock to acquire all of the common stock of the bank or savings institution that is organizing the holding company. Registrants marking the box on the cover of Form S-4 that are in compliance with General Instruction G to the Form cause the registration statement to become effective automatically 20 days after initial filing. Failure to check the box or to meet all of the conditions of General Instruction G means that the registration statement will not become effective automatically at the end of that period.
1150.2 Financial Statement Requirements
Form
| Financial Statement Requirements
| |
Form S-4 to register common stock in exchange for all of a bank's common stock in a transaction which satisfies all of the criteria stipulated in SAB Topic 1F
| Financial statements may be omitted from a Form S-4, if the bank separately furnished to its shareholders financial statements prepared in accordance with GAAP (that need not be audited) for at least the most recently completed fiscal year. Similarly, Guide 3 data may be omitted from the registration statement.
| |
First Annual Report on Form 10-K
| Audited financial statements and Guide 3 data must be filed for at least the two most recent fiscal years.
|
2 Generally, a reorganization with no changes in relative interests, no leverage, and no new classes of stock
This is a work of the U.S. Government
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