Securities of State Savings Associations and Securities of Nonmember Insured Banks, 22063-22069 [2014-08261]
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Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
service of the written notice or order;
and
(2) Set forth the basis and facts in
support of the notice or order and
address the relevant considerations
specified in § 308.162 of this subpart.
(d) To obtain a hearing, the
institution-affiliated party shall file with
the Executive Secretary a written
request for a hearing within 30 days
after service of the notice of suspension
or prohibition or the order of removal or
prohibition, which shall:
(1) Admit or deny specifically each
allegation in the notice or order, or state
that the institution-affiliated party is
without knowledge or information,
which statement shall have the effect of
a denial. Any allegation not denied shall
be deemed to be admitted. When an
institution-affiliated party intends in
good faith to deny only a part of or to
qualify an allegation, he shall specify so
much of it as is true and shall deny only
the remainder; and
(2) Shall state whether the institutionaffiliated party is requesting termination
or modification of the notice or order,
and shall state with particularity how he
intends to show that his continued
service to or participation in the
conduct of the affairs of the depository
institution would not, or is not likely to,
pose a threat to the interests of its
depositors or to impair public
confidence in the depository institution.
■ 16. In § 308.164, revise paragraphs
(b)(3) and (5), and add paragraph (b)(10)
to read as follows:
§ 308.164
Hearings.
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(b) * * *
(3) The institution-affiliated party
may appear at the hearing and shall
have the right to introduce relevant and
material documents. Members of the
FDIC enforcement staff may attend the
hearing and participate as
representatives of the FDIC enforcement
staff. Following the introduction of all
evidence, the applicant and the
representative of the FDIC enforcement
staff shall have an opportunity for oral
argument; however, the parties may
jointly waive the right to oral argument,
and, in lieu thereof, elect to submit
written argument.
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(5) At the discretion of the presiding
officer, witnesses may be presented
within specified time limits, provided
that a list of witnesses is furnished to
the presiding officer and to all other
parties prior to the hearing. Witnesses
shall be sworn, unless otherwise
directed by the presiding officer. The
presiding officer may ask questions of
any witness. Each party shall have the
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opportunity to cross-examine any
witness presented by an opposing party.
The transcript of the proceedings shall
be furnished, upon request and payment
of the cost thereof, to the institutionaffiliated party afforded the hearing. A
copy of the transcript shall be sent
directly to the presiding officer, who
shall have authority to correct the
record sua sponte or upon the motion of
any party.
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(10) The institution-affiliated party
has the burden of showing, by a
preponderance of the evidence, that his
or her continued service to or
participation in the conduct of the
affairs of a depository institution does
not, or is not likely to, pose a threat to
the interests of the depository
institution’s depositors or threaten to
impair public confidence in the
depository institution.
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PART 390—REGULATIONS
TRANSFERRED FROM THE OFFICE OF
THRIFT SUPERVISION
17. The authority citation for part 390
is revised to read as follows:
■
Authority: 12 U.S.C. 1819.
Subpart A also issued under 12 U.S.C.
1820.
Subpart B also issued under 12 U.S.C.
1818.
Subpart C also issued under 5 U.S.C. 504;
554–557; 12 U.S.C. 1464; 1467; 1468; 1817;
1818; 1820; 1829; 3349, 4717; 15 U.S.C. 78l;
78o–5; 78u–2; 28 U.S.C. 2461 note; 31 U.S.C.
5321; 42 U.S.C. 4012a.
Subpart D also issued under 12 U.S.C.
1817; 1818; 1820; 15 U.S.C. 78l.
Subpart E also issued under 12 U.S.C.
1813; 1831m; 15 U.S.C. 78.
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 H also issued under 12 U.S.C.
1464; 1831y.
Subpart I also issued under 12 U.S.C.
1831x.
Subpart J also issued under 12 U.S.C.
1831p–1.
Subpart L also issued under 12 U.S.C.
1831p–1.
Subpart M also issued under 12 U.S.C.
1818.
Subpart N also issued under 12 U.S.C.
1821.
Subpart O also issued under 12 U.S.C.
1828.
Subpart P also issued under 12 U.S.C.
1470; 1831e; 1831n; 1831p–1; 3339.
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;
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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 U also issued under 12 U.S.C.
1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m;
78n; 78p; 78w; 78d–1; 7241; 7242; 7243;
7244; 7261; 7264; 7265.
Subpart V also issued under 12 U.S.C.
3201–3208.
Subpart W also issued under 12 U.S.C.
1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m;
78n; 78p; 78w.
Subpart X also issued under 12 U.S.C.
1462; 1462a; 1463; 1464; 1828; 3331 et seq.
Subpart Y also issued under 12
U.S.C.1831o.
Subpart Z also issued under 12 U.S.C.
1462; 1462a; 1463; 1464; 1828 (note).
Subpart B—[Removed and reserved]
18. Remove and reserve part 390,
subpart B consisting of §§ 390.10
through 390.23.
■
Subpart C—[Removed and reserved]
19. Remove and reserve part 390,
subpart C consisting of §§ 390.30
through 390.75.
■
Subpart D—[Removed and reserved]
20. Remove and reserve part 390,
subpart D consisting of §§ 390.80
through 390.86.
■
Subpart E—[Removed and reserved]
21. Remove and reserve part 390,
subpart E consisting of §§ 390.90
through 390.97.
■
Dated at Washington, DC, this 8th day of
April, 2014.
By order of the Board of Directors.
Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014–08260 Filed 4–18–14; 8:45 am]
BILLING CODE 6714–01–P
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Parts 335 and 390
RIN 3064–AE07
Securities of State Savings
Associations and Securities of
Nonmember Insured Banks
Federal Deposit Insurance
Corporation.
ACTION: Notice of proposed rulemaking.
AGENCY:
The Federal Deposit
Insurance Corporation (‘‘FDIC’’)
proposes to rescind and remove its
SUMMARY:
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22064
Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
regulations concerning securities of
State savings associations and amend its
regulations relating to securities of
nonmember insured banks, extending
applicability to State savings
associations.
DATES: Comments must be received on
or before June 20, 2014.
ADDRESSES: You may submit comments,
identified by RIN 3064–AE07, by any of
the following methods:
• Agency Web site: https://
www.fdic.gov/regulations/laws/federal/
propose.html. Follow instructions for
submitting comments on the Agency
Web site.
• Email: Comments@fdic.gov. Include
the RIN 3064–AE07 on the subject line
of the message.
• Mail: Robert E. Feldman, Executive
Secretary, Attention: Comments, Federal
Deposit Insurance Corporation, 550 17th
Street NW., Washington, DC 20429.
• Hand Delivery: Comments may be
hand delivered to the guard station at
the rear of the 550 17th Street Building
(located on F Street) on business days
between 7 a.m. and 5 p.m.
Public Inspection: All comments
received must include the agency name
and RIN 3064–AE07 for this rulemaking.
All comments received will be posted
without change to https://www.fdic.gov/
regulations/laws/federal/propose.html,
including any personal information
provided. Paper copies of public
comments may be ordered from the
FDIC Public Information Center, 3501
North Fairfax Drive, Room E–1002,
Arlington, VA 22226 by telephone at
(877) 275–3342 or (703) 562–2200.
FOR FURTHER INFORMATION CONTACT:
Dennis Chapman, Senior Staff
Accountant, Division of Risk
Management Supervision, 202–898–
8922 or dchapman@fdic.gov; Maureen
Loviglio, Senior Staff Accountant,
Division of Risk Management
Supervision, 202–898–6777 or
mloviglio@fdic.gov; Mark G. Flanigan,
Counsel, Legal Division 202–898–7426
or mflanigan@fdic.gov; or Grace Pyun,
Senior Attorney, Legal Division 202–
898–3609 or gpyun@fdic.gov.
SUPPLEMENTARY INFORMATION: The
Federal Deposit Insurance Corporation
(‘‘FDIC’’) proposes to rescind and
remove from the Code of Federal
Regulations 12 CFR part 390 subpart U,
entitled Securities of State Savings
Associations (‘‘part 390 subpart U’’) and
all references thereto, and revise 12 CFR
part 335 (‘‘part 335’’), currently entitled
Securities of Nonmember Insured
Banks, to extend its applicability to
State savings associations. Part 390
subpart U was included in the
regulations that were transferred to the
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FDIC from the Office of Thrift
Supervision (‘‘OTS’’) on July 21, 2011,
in connection with the implementation
of applicable provisions of Title III of
the Dodd-Frank Wall Street Reform and
Consumer Protection Act (‘‘Dodd-Frank
Act’’). Upon removal of part 390 subpart
U and all related references from the
FDIC rules and regulations and
amendment of part 335, all State
nonmember banks and State savings
associations having securities registered
pursuant to the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) and for which
the FDIC has been designated the
appropriate federal banking agency will
be subject to the disclosure and filing
requirements found at part 335. The
proposed rule would retitle part 335 as
Securities of State Nonmember Banks
and State Savings Associations and
revise part 335 by inserting the term
‘‘State savings association’’ where
appropriate so that the FDIC rules
governing the disclosure and filing
requirements of securities registered
pursuant to the Exchange Act will apply
to both State nonmember banks and
State savings associations. Finally, the
proposed rule makes minor technical
and conforming amendments to part 335
by removing section 335.901 and
deleting all references to the ‘‘Division
of Supervision and Consumer Protection
(DSC)’’ and adding the words ‘‘Division
of Risk Management Supervision
(RMS)’’ to reflect an internal FDIC
reorganization.
I. Background
The Dodd-Frank Act
The Dodd-Frank Act, signed into law
on July 21, 2010, provided for a
substantial reorganization of the
regulation of State and Federal savings
associations and their holding
companies.1 Beginning July 21, 2011,
the transfer date established by section
311 of the Dodd-Frank Act,2 the powers,
duties, and functions formerly
performed by the OTS were divided
among the FDIC, as to State savings
associations, the Office of the
Comptroller of the Currency (‘‘OCC’’), as
to Federal savings associations, and the
Board of Governors of the Federal
Reserve System (‘‘Federal Reserve
Board’’), as to savings and loan holding
companies. Section 316(b) of the DoddFrank Act,3 provides the manner of
treatment for all orders, resolutions,
determinations, regulations, and other
advisory materials that had been issued,
1 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Public Law 111–203, 12 U.S.C. 5301
et seq. (2010).
2 12 U.S.C. 5411.
3 12 U.S.C. 5414(b).
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made, prescribed, or allowed to become
effective by the OTS. The section
provides that if such regulatory
issuances were in effect on the day
before the transfer date, they continue in
effect and are enforceable by or against
the appropriate successor agency until
they are modified, terminated, set aside,
or superseded in accordance with
applicable law by such successor
agency, by any court of competent
jurisdiction, or by operation of law.
Section 316(c) of the Dodd-Frank
Act 4 further directed the FDIC and the
OCC to consult with one another and to
publish a list of the continued OTS
regulations which would be enforced by
the FDIC and the OCC, respectively. On
June 14, 2011, the FDIC’s Board of
Directors approved a ‘‘List of OTS
Regulations to be Enforced by the OCC
and the FDIC Pursuant to the DoddFrank Wall Street Reform and Consumer
Protection Act.’’ This list was published
by the FDIC and the OCC as a Joint
Notice in the Federal Register on July
6, 2011.5
Although section 312(b)(2)(B)(i)(II) of
the Dodd-Frank Act 6 granted the OCC
rulemaking authority relating to both
State and Federal savings associations,
nothing in the Dodd-Frank Act affected
the FDIC’s existing authority to issue
regulations under the FDI Act and other
laws as the ‘‘appropriate Federal
banking agency’’ or under similar
statutory terminology. Section 312(c) of
the Dodd-Frank Act amended section
3(q) of the Federal Deposit Insurance
Act,7 and designated the FDIC as the
‘‘appropriate Federal banking agency’’
for State savings associations. As a
result, when the FDIC acts as the
designated ‘‘appropriate Federal
banking agency’’ (or under similar
terminology) for State savings
associations, as it does here, the FDIC is
authorized to issue, modify, and rescind
regulations involving such associations.
As noted, on June 14, 2011, operating
pursuant to this authority, the FDIC’s
Board of Directors reissued and
redesignated certain regulations
transferred from the former OTS. These
transferred OTS regulations were
published as new FDIC regulations in
the Federal Register on August 5, 2011.8
When it republished the transferred
OTS regulations as new FDIC
regulations, the FDIC specifically noted
that its staff would evaluate the
transferred OTS regulations and might
later recommend incorporating the
4 12
U.S.C. 5414(c).
FR 39247 (July 6, 2011).
6 12 U.S.C. 5412(b)(2)(B)(i)(II).
7 12 U.S.C. 1813(q).
8 76 FR 47652 (August 5, 2011).
5 76
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Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
transferred OTS regulations into other
FDIC rules, amending them, or
rescinding them, as appropriate.
One of the regulations transferred to
the FDIC, 12 CFR part 390 subpart U,
covers the former OTS requirements for
the disclosure and reporting by State
savings associations with securities
registered pursuant to section 12(i) of
the Exchange Act.9
The Securities Exchange Act of 1934
and the Securities of State Nonmember
Banks and State Savings Associations
The Exchange Act governs the sales of
securities offered by an issuer on the
secondary market and establishes a
mandatory periodic disclosure process
that is designed to require registered
companies to make public the
information that investors would find
pertinent in making investment
decisions.10 Section 12(i) of the
Exchange Act grants authority to the
Federal banking agencies to administer
specific sections of the Exchange Act
and the Sarbanes-Oxley Act of 2002
(‘‘SOX Act’’) with regard to depository
institutions for which each Federal bank
agency is the appropriate Federal
banking agency.11
Prior to the Dodd-Frank Act, section
12(i) of the Exchange Act provided the
FDIC with the powers, functions, and
duties vested in the Securities and
Exchange Commission (‘‘SEC’’) to
administer and enforce sections 10A(m),
12, 13, 14(a), 14(c), 14(d), 14(f), and 16
of the Exchange Act and sections 302–
304, 306, 401(b), 404, 406, and 407 of
the SOX Act with respect to State
nonmember banks. Also pursuant to
section 12(i), the OTS had the same
vested authority with respect to Federal
and State savings associations. As part
of the transfer of OTS authority to the
OCC for Federal savings associations
9 15
U.S.C. 78l(i).
issuer that is a bank or savings association
is subject to the registration requirements of the
Exchange Act if, in general, it has securities listed
on a national exchange or, as of the last day of its
last fiscal year, it has total assets exceeding $10
million and a class of equity securities held of
record by 2,000 or more persons. See sections 12(b)
and 12(g)(1)(B) of the Exchange Act. A bank or
savings association issuer will become exempt from
the Exchange Act reporting requirements if it is no
longer listed on a national exchange or, if it is not
listed, the number of record holders falls below
1,200 persons. See sections 12(d) and 12(g)(4) of the
Exchange Act.
11 15 U.S.C. 78l(i). The specifically enumerated
sections relate to sections 10A(m) (audit committee
listing standards), 12 (securities registration), 13
(periodic reporting), 14(a) (proxies and proxy
solicitation), 14(c) (information statements), 14(d)
(tender offers), 14(f) (election of directors contests),
and 16 (beneficial ownership and reporting) of the
Exchange Act, and sections 302–304 and 306
(corporate responsibilities) and 401(b), 404, 406,
and 407 (enhanced financial disclosures) of the
SOX Act.
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and FDIC for State savings associations,
section 376(2) of the Dodd-Frank Act
amended section 12(i) of the Exchange
Act to provide the FDIC with authority
over both State nonmember banks and
State savings associations to administer
the enumerated provisions of the
Exchange Act and the SOX Act as well
as the authority to make such rules and
regulations as may be necessary for the
execution of the functions vested in the
FDIC under section 12(i).12
As noted above, the regulations
governing OTS implementation of the
securities registration and reporting
requirements of the Exchange Act,
formerly found at 12 CFR part 563d,
were transferred in their entirety to the
FDIC as they relate to State savings
associations, with only non-substantive
changes and are now found in the
FDIC’s rules at part 390 subpart U. Part
390 subpart U incorporates the SEC
rules regarding the filing and processing
of forms 13; the form and content of
financial statements 14; reporting
requirements of issuers 15; and the SEC’s
interpretations of the rules.
The FDIC’s corresponding rules for
State nonmember banks are found in
part 335. While both part 390 subpart U
and part 335 implement identical
provisions of the Exchange Act and SEC
rules, part 335 does so with greater
specificity by incorporating the SEC
rules regarding: the certification,
suspension of, and removal from listing
by exchanges 16; unlisted trading 17;
forms for notification of action taken by
national securities exchanges 18;
exemptions from and termination of
registration of securities 19; forms,
reports, and acquisition statements of
securities issuers and the maintenance
of such reports 20; solicitation of proxies
and tender offers 21; and beneficial
ownership statements.22
After careful review and comparison
of part 390 subpart U and part 335, the
FDIC proposes to rescind part 390
subpart U and remove all such
references from the Code of Federal
Regulations. This subpart is
12 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Public Law 111–203, section 376
(2), 124 Stat. 1376, 1569 (2010).
13 17 CFR part 249.
14 17 CFR part 210.
15 17 CFR part 229.
16 17 CFR part 240.
17 Id.
18 17 CFR part 249.
19 17 CFR part 240.
20 Id.
21 Id.
22 Id. The FDIC incorporates section 16 of the
Exchange Act and SEC rule 17 CFR part 240 on
beneficial ownership of securities, but requires the
filing of FDIC-specific forms in lieu of the SEC’s
forms. 12 CFR 337.601, 611–613.
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substantively similar to part 335 as both
State nonmember banks and State
savings associations are subject to the
same provisions of the Exchange Act
and the SOX Act. Part 335, with minor
revisions, will appropriately and
sufficiently implement the requirements
of section 12(i) of the Exchange Act for
both State nonmember banks and State
savings associations now under FDIC
supervision. As discussed above, part
335 provides more detailed guidance
than part 390 subpart U by
incorporating the SEC rules with greater
specificity. Furthermore, State savings
associations would benefit from greater
clarity and guidance under part 335
with regard to FDIC-specific procedures
for the submission of securities filings
and forms as well as other FDIC-specific
administrative practices that are not
provided for in part 390 subpart U.23
Additionally, at the time of the
transfer of the former OTS regulations to
the FDIC, there were no registered State
savings associations affected by the
transfer. Currently, there is only one
registered State savings association that
would be subject to part 335. Any FDICsupervised banks and State savings
associations that register under section
12(i) of the Exchange Act in the future
would benefit from a consistent and
streamlined application of the Federal
securities disclosure and filing
requirements that would be facilitated
through the proposed changes.
Therefore, based on the above, the
FDIC proposes to rescind and remove
from the Code of Federal Regulations
the rules located at part 390 subpart U
and expand the scope of part 335 to
include State savings associations. If the
proposed rule is adopted as a final rule,
all State nonmember banks and State
savings associations supervised by the
FDIC and subject to the registration and
reporting requirements of the Exchange
Act will be subject to the same FDIC
rules, as modified herein.
II. The Proposal
Regarding the functions of the former
OTS that were transferred to the FDIC,
section 316(b)(3) of the Dodd-Frank Act,
12 U.S.C. 5414(c), in pertinent part,
provides that the former OTS’s
regulations will be enforceable by the
FDIC until they are modified,
terminated, set aside, or superseded in
accordance with applicable law. After
reviewing the rules currently found in
part 390 subpart U, which concern the
securities filing and disclosure
requirements of State savings
23 12 CFR 335.701–901 (Addressing
confidentiality requests, filing procedures, and
delegations of authority).
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associations, the FDIC, as the
appropriate federal banking agency for
State savings associations, proposes to
remove part 390 subpart U in its entirety
and remove all references to Subpart U
found in the FDIC rules and regulations
in order to avoid confusion and
inconsistency. Two references to
subpart U are made in Sections
390.321(b)(2) and 390.380(a)(3) of the
FDIC rules and regulations. After
review, the FDIC finds that these
sections would not substantively be
affected by the removal of subpart U
from the Code of Federal Regulations
and therefore also proposes to remove
such references from each section.24
The FDIC also proposes to revise the
heading of part 335 by retitling it as
Securities of State Nonmember Banks
and State Savings Associations and
revise part 335 by inserting the term
‘‘State savings association’’ where
appropriate. The rewording of
‘‘Nonmember Insured Banks’’ to ‘‘State
Nonmember Banks’’ reflects more
consistent use of defined terms under
section 3 of the FDI Act.25 Additionally,
minor technical amendments to part 335
will be made by removing section
335.901, which contains the FDIC Board
of Directors’ Delegations of Authority
related to Part 335, and deleting all
references to the ‘‘Division of
Supervision and Consumer Protection
(DSC)’’ and adding the words ‘‘Division
of Risk Management Supervision
(RMS)’’ to reflect an internal FDIC
reorganization. If the proposal is
finalized, 12 CFR part 335 would apply
to the securities of both State
nonmember banks and State savings
associations registered under the
Exchange Act, and part 390 subpart U
would be removed.
III. Request for Comments
The FDIC invites comments on all
aspects of this proposed rulemaking. In
particular, the FDIC requests comments
on the following questions:
1. Are the provisions of 12 CFR part
335 sufficient to provide consistent and
effective filing and disclosure
requirements for securities registered
under the Exchange Act, regardless of
whether they are securities of insured
State nonmember banks or insured State
savings associations? Please provide a
detailed response.
2. Should part 390 subpart U
pertaining to the securities of State
24 Both sections are also part of the transferred
OTS regulations pursuant to the Dodd-Frank Act.
Section 390.321 (part 390 subpart R) relates to
regulatory reporting standards and section 390.380
(part 390 subpart T) relates to the form and content
of financial statements.
25 12 U.S.C. 1813(e).
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savings associations be retained in
whole or in part? Please substantiate
your response.
3. What negative impacts, if any, can
you foresee in the FDIC’s proposal to
rescind part 390 subpart U and remove
it from the Code of Federal Regulations?
4. What negative impacts, if any, can
you foresee in the FDIC’s proposal to
apply part 335 to State savings
associations?
Written comments must be received
by the FDIC no later than June 20, 2014.
IV. Regulatory Analysis and Procedure
A. The Paperwork Reduction Act
In accordance with the requirements
of the Paperwork Reduction Act
(‘‘PRA’’) of 1995 (44 U.S.C. 3501–3521),
the FDIC may not conduct or sponsor,
and the respondent is not required to
respond to, an information collection
unless it displays a currently valid
Office of Management and Budget
(‘‘OMB’’) control number. The
information collection affected by this
NPR is Securities of Insured
Nonmember Banks, 3064–0030.26 The
FDIC proposes to remove from its
regulations 12 CFR part 390 subpart U.
Part 390 subpart U was transferred with
only nominal changes to the FDIC from
the OTS when the OTS was abolished
by Title III of the Dodd-Frank Act. Part
390 subpart U has been determined to
be substantively similar to the FDIC’s
rule at part 335 regarding the securities
of insured State nonmember banks.
Removing part 390 subpart U will not
involve any new collections of
information pursuant to the PRA.
This rule also proposes to amend part
335 to incorporate State savings
associations into the part. The revision
of part 335 to include ‘‘State savings
associations’’ would add additional
burden to the FDIC’s current
information collection under OMB
control number 3064–0030, Securities of
Insured Nonmember Banks, as State
savings associations would be required
to submit the appropriate forms and
financial statements to comply with the
filing and disclosure requirements of
part 335. Currently, there is only one
State savings association that is
registered pursuant to the Exchange Act
requirements that would be affected by
the proposed revision to part 335. The
FDIC proposes to revise this information
collection as follows:
Title: Securities of State Nonmember
Banks and State Savings Associations.
OMB Number: 3064–0030.
26 The information collection for Securities of
Insured Nonmember Banks, OMB No. 3064–0030,
was renewed by OMB on September 11, 2013, and
now expires on September 30, 2016.
PO 00000
Frm 00019
Fmt 4702
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Form Numbers: 6800/03, 6800/04,
6800/05, Form 8–A, Form 8–C, Form 8–
K, Form 10, Form 10–C, Form 10–K,
Form 10–Q, Form 12b–25, Form 15,
Form 25, Schedule 13D, Schedule 13E–
3, Schedule 13G, Schedule 14A,
Schedule 14C, Schedule 14D–1
(Schedule TO).
Affected Public: Generally, any issuer
of securities, reporting company, or
shareholder registered under the
Securities Exchange Act of 1934 with
respect to securities registered under 12
CFR part 335.
Estimated Number of Respondents:
Form 6800/03—58; Form 6800/04—297;
Form 6800/05—69; Form 8–A—2; Form
8–C—2; Form 8–K—21; Form 10—2;
Form 10–C—1; Form 10–K—21; Form
10–Q—21, Form 12b–25—6; Form 15—
2; Form 25—2; Schedule 13D—2;
Schedule 13E–3—2; Schedule 13G—2;
Schedule 14A—21; Schedule 14C—21;
Schedule 14D–1 (Schedule TO)—2.
Estimated Time per Response: Form
6800/03—1 hour; Form 6800/04—30
minutes; Form 6800/05—1 hour; Form
8–A—3 hours; Form 8–C—2 hours;
Form 8–K—2 hours; Form 10—215
hours; Form 10–C—1 hour; Form 10–
K—140 hours; Form 10–Q—100 hours;
Form 12b–25—3 hours; Form 15—1
hours; Form 25—1 hours; Schedule
13D—3 hours; Schedule 13E–3—3
hours; Schedule 13G—3 hours;
Schedule 14A—40 hours; Schedule
14C—40 hours; Schedule 14D–1
(Schedule TO)—5 hours.
Frequency of Response: Forms 6800/
05 and 10–K and Schedule 14A are filed
annually. Form 10–Q is filed quarterly.
All other forms are filed based on each
event or transaction.
Existing annual burden: 717 hours.
New estimated additional annual
burden: 10,829 hours.
Total Estimated Annual Burden:
11,546 hours.
Comments are invited on: (a) Whether
the collection of information is
necessary for the proper performance of
the FDIC’s functions, including whether
the information has practical utility; (b)
the accuracy of the estimates of the
burden of the information collection,
including the validity of the
methodology and assumptions used; (c)
ways to enhance the quality, utility, and
clarity of the information to be
collected; and (d) ways to minimize the
burden of the information collection on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
All comments will become a matter of
public record.
E:\FR\FM\21APP1.SGM
21APP1
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Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
B. The Regulatory Flexibility Act
The Regulatory Flexibility Act
(‘‘RFA’’), requires that, in connection
with a notice of proposed rulemaking,
an agency prepare and make available
for public comment an initial regulatory
flexibility analysis that describes the
impact of the proposed rule on small
entities (defined in regulations
promulgated by the Small Business
Administration to include banking
organizations with total assets of less
than or equal to $500 million).27
However, a regulatory flexibility
analysis is not required if the agency
certifies that the rule will not have a
significant economic impact on a
substantial number of small entities,
and publishes its certification and a
short explanatory statement in the
Federal Register together with the rule.
As discussed in this notice of
proposed rulemaking, part 390 subpart
U was transferred from the OTS’s part
563d, which governs the public
disclosure and filing requirements of
State savings associations that issue
securities registered pursuant to the
Exchange Act. The corresponding FDIC
rule for State nonmember banks is 12
CFR part 335. After careful review of
both rules, the FDIC proposes to remove
part 390 subpart U in its entirety and
revise part 335 to incorporate State
savings associations into the scope of
the part.
For the purposes of the RFA analysis,
savings associations with total assets of
$500 million or less are considered
‘‘small entities.’’ Additionally, the
Exchange Act exempts an issuer of
securities from the registration and
reporting requirements of the Act if it
does not meet the statutory registration
threshold under section 12(g) of the
Exchange Act unless the issuer lists its
securities on a national exchange and is
subject to registration under section
12(b) of the Exchange Act. Under
section 12(g), a savings association that
issues securities is subject to the
Exchange Act requirements if, as of the
last day of its last fiscal year, it has total
assets of more than $10 million and a
class of equity securities (other than an
exempted security) held of record by
either 2,000 persons or 500 persons who
are not accredited investors.28
Consequently, insured State savings
associations that have total assets of
$500 million or less and meet the
27 5
U.S.C. 601 et seq.
28 15 U.S.C. 78l(g)(1)(A). Based on the statutory
language of the Exchange Act, savings associations
would not fall under the higher registration
exemption thresholds provided to banks and bank
holding companies pursuant to the Jumpstart Our
Business Startups Act (‘‘JOBS Act’’), which was
enacted April 5, 2012.
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13:55 Apr 18, 2014
Jkt 232001
registration threshold under section
12(g) would be affected by this proposed
rule. Based on both of the section 12(g)
criteria, as of the current date, there is
one insured State savings associations
that would be affected by the proposed
rule out of a total universe of 58 insured
State savings associations. The proposed
rule also would apply to insured State
savings associations with securities
listed on a national exchange; however,
as of the current date, no insured State
savings association has listed securities.
Therefore, a substantial number of small
entities would not be affected.
Additionally, as discussed in the
proposed rule, part 390 subpart U and
part 335 are substantively similar as
both State nonmember banks and State
savings associations are subject to the
same provisions of the Exchange Act
and the SOX Act. Both parts incorporate
by reference the same SEC rules such
that registered State nonmember banks
and State savings associations currently
must comply with substantially similar
forms and reporting obligations.
Therefore, there would be no additional
compliance burden imposed on
registered State savings associations that
would result in a significant economic
impact on small State savings
associations.
For these reasons, the FDIC certifies
that the Proposed Rule, if adopted in
final form, would not have a significant
economic impact on a substantial
number of small entities, within the
meaning of those terms as used in the
RFA. Accordingly, a regulatory
flexibility analysis is not required.
C. Plain Language
Section 722 of the Gramm-LeachBliley Act, Public Law 106–102, 113
Stat. 1338, 1471, 12 U.S.C. 4809,
requires each Federal banking agency to
use plain language in all of its proposed
and final rules published after January
1, 2000. As a Federal banking agency
subject to the provisions of this section,
the FDIC has sought to present the
proposed rule to rescind part 390
subpart U and revise part 335 in a
simple and straightforward manner. The
FDIC invites comments on whether the
proposal is clearly stated and effectively
organized, and how the FDIC might
make the proposal easier to understand.
D. The Economic Growth and
Regulatory Paperwork Reduction Act
Under section 2222 of the Economic
Growth and Regulatory Paperwork
Reduction Act of 1996 (‘‘EGRPRA’’), the
FDIC is required to review all of its
regulations, at least once every 10 years,
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Fmt 4702
Sfmt 4702
22067
in order to identify any outdated or
otherwise unnecessary regulations
imposed on insured institutions.29 The
FDIC completed the last comprehensive
review of its regulations under EGRPRA
in 2006 and is commencing the next
decennial review. The action taken on
this rule will be included as part of the
EGRPRA review that is currently under
way. As part of that review, the FDIC
invites comments concerning whether
the Proposed Rule would impose any
outdated or unnecessary regulatory
requirements on insured depository
institutions. If you provide such
comments, please be specific and
provide alternatives whenever
appropriate.
List of Subjects
12 CFR Part 335
Banks, banking, Savings Associations,
Securities.
12 CFR Part 390
Savings Associations, Securities.
Authority and Issuance
For the reasons stated in the
preamble, the Board of Directors of the
Federal Deposit Insurance Corporation
proposes to amend parts 335 and 390 of
title 12 of the Code of Federal
Regulations as follows:
PART 335—SECURITIES OF STATE
NONMEMBER BANKS AND STATE
SAVINGS ASSOCIATIONS
1. The authority citation for part 335
is revised as follows:
■
Authority: 12 U.S.C. 1819; 15 U.S.C. 78l(i),
78m, 78n, 78p, 78w, 5412, 7241, 7242, 7243,
7244, 7261, 7262, 7264, and 7265.
2. Revise the heading of part 335 to
read as set forth above:
■ 3. In § 335.101, revise paragraph (a) to
read as follows:
■
§ 335.101 Scope of part, authority, and
OMB control number.
(a) This part is issued by the Federal
Deposit Insurance Corporation (the
FDIC) under section 12(i) of the
Securities Exchange Act of 1934, 15
U.S.C. 78 et seq. (the Exchange Act), and
applies to all securities of FDIC-insured
State nonmember banks (including
foreign banks having an insured branch)
and State savings associations that are
subject to the registration requirements
of section 12(b) or section 12(g) of the
Exchange Act. The FDIC is vested with
the powers, functions, and duties of the
Securities and Exchange Commission
(SEC) to administer and enforce sections
10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f),
29 Public
E:\FR\FM\21APP1.SGM
Law 104–208 (Sept. 30, 1996).
21APP1
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Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
and 16 of the Exchange Act (15 U.S.C.
78l, 78m, 78n(a), 78n(c), 78n(d), 78n(f),
and 78(p)), and sections 302, 303, 304,
306, 401(b), 404, 406, and 407 of the
Sarbanes–Oxley Act of 2002 (15 U.S.C.
7241, 7242, 7243, 7244, 7261, 7262,
7264, and 7265) regarding State
nonmember banks and State savings
associations with one or more classes of
securities subject to the registration
provisions of sections 12(b) and 12(g) of
the Exchange Act.
*
*
*
*
*
■ 4. In § 335.221, revise paragraph (b) to
read as follows:
§ 335.221 Forms for registration of
securities and cross reference to
Regulation FD (Fair Disclosure).
*
*
*
*
*
(b) The requirements for Financial
Statements can generally be found in
Regulation S–X (17 CFR part 210).
Banks and State savings associations
may also refer to the instructions for
Federal Financial Institutions
Examination Council (FFIEC)
Consolidated Reports of Condition and
Income when preparing unaudited
interim statements. The requirements
for Management’s Discussion and
Analysis of Financial Condition and
Results of Operations can be found at 17
CFR part 229. Additional requirements
are provided at Industry Guide 3,
Statistical Disclosure by Bank Holding
Companies, which is found at 17 CFR
part 229.
*
*
*
*
*
■ 5. In § 335.311, revise paragraph (b) to
read as follows:
§ 335.311 Forms for annual, quarterly,
current, and other reports of issuers.
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*
*
*
*
*
(b) The requirements for Financial
Statements can generally be found in
Regulation S–X (17 CFR part 210).
Banks and State savings associations
may also refer to the instructions for
FFIEC Consolidated Reports of
Condition and Income when preparing
unaudited interim reports. The
requirements for Management’s
Discussion and Analysis of Financial
Condition and Results of Operations can
be found at 17 CFR part 229. Additional
requirements are included in Industry
Guide 3, Statistical Disclosure by Bank
Holding Companies, which is found at
17 CFR part 229.
■ 6. In § 335.701, revise paragraphs (a)
and (b) to read as follows:
§ 335.701 Filing requirements, public
reference, and confidentiality.
(a) Filing requirements. Unless
otherwise indicated in this part, one
original and four conformed copies of
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13:55 Apr 18, 2014
Jkt 232001
all papers required to be filed with the
FDIC under the Exchange Act or
regulations thereunder shall be filed at
its office in Washington, DC. Official
filings may be filed electronically at
https://www2.fdicconnect.gov/
index.asp, except for FDIC Beneficial
Ownership Forms 3, 4, and 5 for which
electronic filing is mandatory as
described in Sec. 335.801(b). Paper
filings should be submitted to the
FDIC’s office in Washington, DC, and
should be addressed as follows:
Accounting and Securities Disclosure
Section, Division of Risk Management
Supervision, Federal Deposit Insurance
Corporation, 550 17th Street, NW.,
Washington, DC 20429. Material may be
filed by delivery to the FDIC through the
mails or otherwise. The date on which
paper filings are actually received by the
designated FDIC office shall be the date
of filing.
(b) Inspection. Except as provided in
paragraph (c) of this section, all
information filed regarding a security
registered with the FDIC will be
available for inspection at the Federal
Deposit Insurance Corporation,
Accounting and Securities Disclosure
Section, Division of Risk Management
Supervision, 550 17th Street, NW.,
Washington, DC. Beneficial ownership
report forms and other official filings
that are electronically submitted to the
FDIC are available for inspection on the
FDIC’s Web site at https://
www2.fdic.gov/efr/
*
*
*
*
*
■ 7. In § 335.801, revise paragraphs
(b)(6)(i) introductory text, (b)(7)(iii), (d)
introductory text and (d)(1), (e)(1),
(e)(2)(i), (e)(2)(ii), and (f)(2) to read as
follows:
§ 335.801 Inapplicable SEC regulations;
FDIC substituted regulations; additional
information.
*
*
*
*
*
(b) * * *
(6) * * *
(i) A filer may apply in writing for a
continuing hardship exemption if all or
part of a filing or group of filings
otherwise to be filed in electronic
format cannot be so filed without undue
burden or expense. Such written
application shall be made at least ten
business days prior to the required due
date of the filing(s) or the proposed
filing date, as appropriate, or within
such shorter period as may be
permitted. The written application shall
be sent to the Accounting and Securities
Disclosure Section, Division of Risk
Management Supervision, Federal
Deposit Insurance Corporation, 550 17th
Street, NW., Washington, DC 20429, and
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Frm 00021
Fmt 4702
Sfmt 4702
shall contain the information set forth in
paragraph (b)(6)(ii) of this subsection.
*
*
*
*
*
(7) * * *
(iii) Where the FDIC’s rules require a
filer to furnish a national securities
exchange, a national securities
association, a bank, or State savings
association, paper copies of a document
filed with the FDIC in electronic format,
signatures to such paper copies may be
in typed form.
*
*
*
*
*
(d) Indebtedness of management.
Whenever this part of cross referenced
provisions of the SEC regulations
require disclosure of indebtedness of
management, extensions of credit to
specified persons in excess of ten (10)
percent of the equity capital accounts of
the bank or State savings associations or
$5 million, whichever is less, shall be
deemed material and shall be disclosed
in addition to any other required
disclosure. The disclosure of this
material indebtedness shall include the
largest aggregate amount of
indebtedness (in dollar amounts, and as
a percentage of total equity capital
accounts at the time), including
extensions of credit or overdrafts,
endorsements and guarantees
outstanding at any time since the
beginning of the bank or State savings
association’s last fiscal year, and as of
the latest practicable date.
(1) If aggregate extensions of credit to
all specified persons as a group
exceeded 20 percent of the equity
capital accounts of the bank or State
savings association at any time since the
beginning of the last fiscal year, the
aggregate amount of such extensions of
credit shall also be disclosed.
*
*
*
*
*
(e) * * *
(1) Three preliminary copies of each
information statement, proxy statement,
form of proxy, and other item of
soliciting material to be furnished to
security holders concurrently therewith,
shall be filed with the FDIC by the bank,
State savings association, or any other
person making a solicitation subject to
12 CFR 335.401 at least ten calendar
days (or 15 calendar days in the case of
other than routine meetings, as defined
in paragraph (e)(2) of this section) prior
to the date such item is first sent or
given to any security holders, or such
shorter date as may be authorized.
(2) * * *
(i) A meeting with respect to which
no one is soliciting proxies subject to 12
CFR 335.401 other than on behalf of the
bank or State savings association and at
which the bank or State savings
E:\FR\FM\21APP1.SGM
21APP1
Federal Register / Vol. 79, No. 76 / Monday, April 21, 2014 / Proposed Rules
association intends to present no
matters other than:
(A) The election of directors;
(B) The election, approval or
ratification of accountants;
(C) A Security holder proposal
included pursuant to SEC Rule 14(a)–8
(17 CFR 240.14a–8); and
(D) The approval or ratification of a
plan as defined in paragraph (a)(7)(ii) of
Item 402 of SEC Regulation S–K (17 CFR
229.402(a)(7)(ii)) or amendments to such
a plan; and
(ii) The bank or State savings
association does not comment upon or
refer to a solicitation in opposition (as
defined in 17 CFR 240.14a–6) in
connection with the meeting in its
proxy material.
*
*
*
*
*
(f) * * *
(2) The FDIC may, upon the written
request of the bank or State savings
association, and where consistent with
the protection of investors, permit the
omission of one or more of the
statements or disclosures herein
required, or the filing in substitution
therefor of appropriate statements or
disclosures of comparable character.
*
*
*
*
*
Subpart O also issued under 12 U.S.C.
1828.
Subpart P also issued under 12 U.S.C.
1470; 1831e; 1831n; 1831p–1; 3339.
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 V also issued under 12 U.S.C.
3201–3208.
Subpart W also issued under 12 U.S.C.
1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m;
78n; 78p; 78w.
Subpart X also issued under 12 U.S.C.
1462; 1462a; 1463; 1464; 1828; 3331 et seq.
Subpart Y also issued under 12 U.S.C.
1831o.
Subpart Z also issued under 12 U.S.C.
1462; 1462a; 1463; 1464; 1828 (note).
§ 335.901
■
■
[Removed]
8. Remove § 335.901.
PART 390—REGULATIONS
TRANSFERRED FROM THE OFFICE OF
THRIFT SUPERVISION
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Subpart A also issued under 12 U.S.C.
1820.
Subpart B also issued under 12 U.S.C.
1818.
Subpart C also issued under 5 U.S.C. 504;
554–557; 12 U.S.C. 1464; 1467; 1468; 1817;
1818; 1820; 1829; 3349, 4717; 15 U.S.C. 78l;
78o–5; 78u–2; 28 U.S.C. 2461 note; 31 U.S.C.
5321; 42 U.S.C. 4012a.
Subpart D also issued under 12 U.S.C.
1817; 1818; 1820; 15 U.S.C. 78l.
Subpart E also issued under 12 U.S.C.
1813; 1831m; 15 U.S.C. 78.
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 I also issued under 12 U.S.C.
1831x.
Subpart J also issued under 12 U.S.C.
1831p–1.
Subpart K also issued under 12 U.S.C.
1817; 1818; 15 U.S.C. 78c; 78l.
Subpart L also issued under 12 U.S.C.
1831p–1.
Subpart M also issued under 12 U.S.C.
1818.
Subpart N also issued under 12 U.S.C.
1821.
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Regulatory reports.
*
Authority: 12 U.S.C. 1819.
13:55 Apr 18, 2014
10. Remove and reserve part 390
subpart U, consisting of §§ 390.390
through 390.395.
■ 11. In § 390.321, revise paragraph
(b)(2) to read as follows:
§ 390.321
9. The authority citation for part 390
is revised to read as follows:
■
VerDate Mar<15>2010
PART 390 Subpart U—[Removed and
Reserved]
*
*
*
*
(b) * * *
(2) Exceptions. Regulatory reporting
requirements that are not consistent
with GAAP, if any, are not required to
be reflected in the audited financial
statements, including financial
statements contained in securities
filings submitted to the FDIC pursuant
to the Securities Exchange Act of 1934
or subpart W and 12 CFR part 192.
*
*
*
*
*
§ 390.380
[Amended]
12. In § 390.380, remove paragraph
(a)(3).
■
Dated at Washington, DC, this 8th day of
April 2014.
By order of the Board of Directors.
Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014–08261 Filed 4–18–14; 8:45 am]
BILLING CODE 6714–01–P
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Frm 00022
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22069
DEPARTMENT OF TRANSPORTATION
Federal Aviation Administration
14 CFR Part 39
[Docket No. FAA–2014–0250; Directorate
Identifier 2013–NM–165–AD]
RIN 2120–AA64
Airworthiness Directives; Bombardier,
Inc. Airplanes
Federal Aviation
Administration (FAA), DOT.
ACTION: Notice of proposed rulemaking
(NPRM).
AGENCY:
We propose to adopt a new
airworthiness directive (AD) for certain
Bombardier, Inc. Model CL–600–2B16
(CL–604 Variant) airplanes. This
proposed AD was prompted by reports
of in-flight uncommanded rudder
movements. This proposed AD would
require revising the airplane flight
manual (AFM) to incorporate an
uncommanded yaw motion procedure.
We are proposing this AD to prevent inflight uncommanded rudder
movements, which could lead to
structural failure and subsequent loss of
the airplane.
DATES: We must receive comments on
this proposed AD by June 5, 2014.
ADDRESSES: You may send comments by
any of the following methods:
• Federal eRulemaking Portal: Go to
https://www.regulations.gov. Follow the
instructions for submitting comments.
• Fax: (202) 493–2251.
• Mail: U.S. Department of
Transportation, Docket Operations, M–
30, West Building Ground Floor, Room
W12–140, 1200 New Jersey Avenue SE.,
Washington, DC 20590.
• Hand Delivery: U.S. Department of
Transportation, Docket Operations, M–
30, West Building Ground Floor, Room
W12–140, 1200 New Jersey Avenue SE.,
Washington, DC, between 9 a.m. and 5
p.m., Monday through Friday, except
Federal holidays.
For service information identified in
this proposed AD, contact Bombardier,
ˆ
Inc., 400 Cote-Vertu Road West, Dorval,
´
Quebec H4S 1Y9, Canada; telephone
514–855–5000; fax 514–855–7401; email
thd.crj@aero.bombardier.com; Internet
https://www.bombardier.com. You may
view this referenced service information
at the FAA, Transport Airplane
Directorate, 1601 Lind Avenue SW.,
Renton, WA. For information on the
availability of this material at the FAA,
call 425–227–1221.
SUMMARY:
Examining the AD Docket
You may examine the AD docket on
the Internet at https://
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21APP1
]]>Agencies
[Federal Register Volume 79, Number 76 (Monday, April 21, 2014)]
[Proposed Rules]
[Pages 22063-22069]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-08261]
-----------------------------------------------------------------------
FEDERAL DEPOSIT INSURANCE CORPORATION
12 CFR Parts 335 and 390
RIN 3064-AE07
Securities of State Savings Associations and Securities of
Nonmember Insured Banks
AGENCY: Federal Deposit Insurance Corporation.
ACTION: Notice of proposed rulemaking.
-----------------------------------------------------------------------
SUMMARY: The Federal Deposit Insurance Corporation (``FDIC'') proposes
to rescind and remove its
[[Page 22064]]
regulations concerning securities of State savings associations and
amend its regulations relating to securities of nonmember insured
banks, extending applicability to State savings associations.
DATES: Comments must be received on or before June 20, 2014.
ADDRESSES: You may submit comments, identified by RIN 3064-AE07, by any
of the following methods:
Agency Web site: https://www.fdic.gov/regulations/laws/federal/propose.html. Follow instructions for submitting comments on
the Agency Web site.
Email: Comments@fdic.gov. Include the RIN 3064-AE07 on the
subject line of the message.
Mail: Robert E. Feldman, Executive Secretary, Attention:
Comments, Federal Deposit Insurance Corporation, 550 17th Street NW.,
Washington, DC 20429.
Hand Delivery: Comments may be hand delivered to the guard
station at the rear of the 550 17th Street Building (located on F
Street) on business days between 7 a.m. and 5 p.m.
Public Inspection: All comments received must include the agency
name and RIN 3064-AE07 for this rulemaking. All comments received will
be posted without change to https://www.fdic.gov/regulations/laws/federal/propose.html, including any personal information provided.
Paper copies of public comments may be ordered from the FDIC Public
Information Center, 3501 North Fairfax Drive, Room E-1002, Arlington,
VA 22226 by telephone at (877) 275-3342 or (703) 562-2200.
FOR FURTHER INFORMATION CONTACT: Dennis Chapman, Senior Staff
Accountant, Division of Risk Management Supervision, 202-898-8922 or
dchapman@fdic.gov; Maureen Loviglio, Senior Staff Accountant, Division
of Risk Management Supervision, 202-898-6777 or mloviglio@fdic.gov;
Mark G. Flanigan, Counsel, Legal Division 202-898-7426 or
mflanigan@fdic.gov; or Grace Pyun, Senior Attorney, Legal Division 202-
898-3609 or gpyun@fdic.gov.
SUPPLEMENTARY INFORMATION: The Federal Deposit Insurance Corporation
(``FDIC'') proposes to rescind and remove from the Code of Federal
Regulations 12 CFR part 390 subpart U, entitled Securities of State
Savings Associations (``part 390 subpart U'') and all references
thereto, and revise 12 CFR part 335 (``part 335''), currently entitled
Securities of Nonmember Insured Banks, to extend its applicability to
State savings associations. Part 390 subpart U was included in the
regulations that were transferred to the FDIC from the Office of Thrift
Supervision (``OTS'') on July 21, 2011, in connection with the
implementation of applicable provisions of Title III of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (``Dodd-Frank Act'').
Upon removal of part 390 subpart U and all related references from the
FDIC rules and regulations and amendment of part 335, all State
nonmember banks and State savings associations having securities
registered pursuant to the Securities Exchange Act of 1934 (``Exchange
Act'') and for which the FDIC has been designated the appropriate
federal banking agency will be subject to the disclosure and filing
requirements found at part 335. The proposed rule would retitle part
335 as Securities of State Nonmember Banks and State Savings
Associations and revise part 335 by inserting the term ``State savings
association'' where appropriate so that the FDIC rules governing the
disclosure and filing requirements of securities registered pursuant to
the Exchange Act will apply to both State nonmember banks and State
savings associations. Finally, the proposed rule makes minor technical
and conforming amendments to part 335 by removing section 335.901 and
deleting all references to the ``Division of Supervision and Consumer
Protection (DSC)'' and adding the words ``Division of Risk Management
Supervision (RMS)'' to reflect an internal FDIC reorganization.
I. Background
The Dodd-Frank Act
The Dodd-Frank Act, signed into law on July 21, 2010, provided for
a substantial reorganization of the regulation of State and Federal
savings associations and their holding companies.\1\ Beginning July 21,
2011, the transfer date established by section 311 of the Dodd-Frank
Act,\2\ the powers, duties, and functions formerly performed by the OTS
were divided among the FDIC, as to State savings associations, the
Office of the Comptroller of the Currency (``OCC''), as to Federal
savings associations, and the Board of Governors of the Federal Reserve
System (``Federal Reserve Board''), as to savings and loan holding
companies. Section 316(b) of the Dodd-Frank Act,\3\ provides the manner
of treatment for all orders, resolutions, determinations, regulations,
and other advisory materials that had been issued, made, prescribed, or
allowed to become effective by the OTS. The section provides that if
such regulatory issuances were in effect on the day before the transfer
date, they continue in effect and are enforceable by or against the
appropriate successor agency until they are modified, terminated, set
aside, or superseded in accordance with applicable law by such
successor agency, by any court of competent jurisdiction, or by
operation of law.
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\1\ Dodd-Frank Wall Street Reform and Consumer Protection Act,
Public Law 111-203, 12 U.S.C. 5301 et seq. (2010).
\2\ 12 U.S.C. 5411.
\3\ 12 U.S.C. 5414(b).
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Section 316(c) of the Dodd-Frank Act \4\ further directed the FDIC
and the OCC to consult with one another and to publish a list of the
continued OTS regulations which would be enforced by the FDIC and the
OCC, respectively. On June 14, 2011, the FDIC's Board of Directors
approved a ``List of OTS Regulations to be Enforced by the OCC and the
FDIC Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act.'' This list was published by the FDIC and the OCC as a
Joint Notice in the Federal Register on July 6, 2011.\5\
---------------------------------------------------------------------------
\4\ 12 U.S.C. 5414(c).
\5\ 76 FR 39247 (July 6, 2011).
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Although section 312(b)(2)(B)(i)(II) of the Dodd-Frank Act \6\
granted the OCC rulemaking authority relating to both State and Federal
savings associations, nothing in the Dodd-Frank Act affected the FDIC's
existing authority to issue regulations under the FDI Act and other
laws as the ``appropriate Federal banking agency'' or under similar
statutory terminology. Section 312(c) of the Dodd-Frank Act amended
section 3(q) of the Federal Deposit Insurance Act,\7\ and designated
the FDIC as the ``appropriate Federal banking agency'' for State
savings associations. As a result, when the FDIC acts as the designated
``appropriate Federal banking agency'' (or under similar terminology)
for State savings associations, as it does here, the FDIC is authorized
to issue, modify, and rescind regulations involving such associations.
---------------------------------------------------------------------------
\6\ 12 U.S.C. 5412(b)(2)(B)(i)(II).
\7\ 12 U.S.C. 1813(q).
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As noted, on June 14, 2011, operating pursuant to this authority,
the FDIC's Board of Directors reissued and redesignated certain
regulations transferred from the former OTS. These transferred OTS
regulations were published as new FDIC regulations in the Federal
Register on August 5, 2011.\8\ When it republished the transferred OTS
regulations as new FDIC regulations, the FDIC specifically noted that
its staff would evaluate the transferred OTS regulations and might
later recommend incorporating the
[[Page 22065]]
transferred OTS regulations into other FDIC rules, amending them, or
rescinding them, as appropriate.
---------------------------------------------------------------------------
\8\ 76 FR 47652 (August 5, 2011).
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One of the regulations transferred to the FDIC, 12 CFR part 390
subpart U, covers the former OTS requirements for the disclosure and
reporting by State savings associations with securities registered
pursuant to section 12(i) of the Exchange Act.\9\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78l(i).
---------------------------------------------------------------------------
The Securities Exchange Act of 1934 and the Securities of State
Nonmember Banks and State Savings Associations
The Exchange Act governs the sales of securities offered by an
issuer on the secondary market and establishes a mandatory periodic
disclosure process that is designed to require registered companies to
make public the information that investors would find pertinent in
making investment decisions.\10\ Section 12(i) of the Exchange Act
grants authority to the Federal banking agencies to administer specific
sections of the Exchange Act and the Sarbanes-Oxley Act of 2002 (``SOX
Act'') with regard to depository institutions for which each Federal
bank agency is the appropriate Federal banking agency.\11\
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\10\ An issuer that is a bank or savings association is subject
to the registration requirements of the Exchange Act if, in general,
it has securities listed on a national exchange or, as of the last
day of its last fiscal year, it has total assets exceeding $10
million and a class of equity securities held of record by 2,000 or
more persons. See sections 12(b) and 12(g)(1)(B) of the Exchange
Act. A bank or savings association issuer will become exempt from
the Exchange Act reporting requirements if it is no longer listed on
a national exchange or, if it is not listed, the number of record
holders falls below 1,200 persons. See sections 12(d) and 12(g)(4)
of the Exchange Act.
\11\ 15 U.S.C. 78l(i). The specifically enumerated sections
relate to sections 10A(m) (audit committee listing standards), 12
(securities registration), 13 (periodic reporting), 14(a) (proxies
and proxy solicitation), 14(c) (information statements), 14(d)
(tender offers), 14(f) (election of directors contests), and 16
(beneficial ownership and reporting) of the Exchange Act, and
sections 302-304 and 306 (corporate responsibilities) and 401(b),
404, 406, and 407 (enhanced financial disclosures) of the SOX Act.
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Prior to the Dodd-Frank Act, section 12(i) of the Exchange Act
provided the FDIC with the powers, functions, and duties vested in the
Securities and Exchange Commission (``SEC'') to administer and enforce
sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the
Exchange Act and sections 302-304, 306, 401(b), 404, 406, and 407 of
the SOX Act with respect to State nonmember banks. Also pursuant to
section 12(i), the OTS had the same vested authority with respect to
Federal and State savings associations. As part of the transfer of OTS
authority to the OCC for Federal savings associations and FDIC for
State savings associations, section 376(2) of the Dodd-Frank Act
amended section 12(i) of the Exchange Act to provide the FDIC with
authority over both State nonmember banks and State savings
associations to administer the enumerated provisions of the Exchange
Act and the SOX Act as well as the authority to make such rules and
regulations as may be necessary for the execution of the functions
vested in the FDIC under section 12(i).\12\
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\12\ Dodd-Frank Wall Street Reform and Consumer Protection Act,
Public Law 111-203, section 376 (2), 124 Stat. 1376, 1569 (2010).
---------------------------------------------------------------------------
As noted above, the regulations governing OTS implementation of the
securities registration and reporting requirements of the Exchange Act,
formerly found at 12 CFR part 563d, were transferred in their entirety
to the FDIC as they relate to State savings associations, with only
non-substantive changes and are now found in the FDIC's rules at part
390 subpart U. Part 390 subpart U incorporates the SEC rules regarding
the filing and processing of forms \13\; the form and content of
financial statements \14\; reporting requirements of issuers \15\; and
the SEC's interpretations of the rules.
---------------------------------------------------------------------------
\13\ 17 CFR part 249.
\14\ 17 CFR part 210.
\15\ 17 CFR part 229.
---------------------------------------------------------------------------
The FDIC's corresponding rules for State nonmember banks are found
in part 335. While both part 390 subpart U and part 335 implement
identical provisions of the Exchange Act and SEC rules, part 335 does
so with greater specificity by incorporating the SEC rules regarding:
the certification, suspension of, and removal from listing by exchanges
\16\; unlisted trading \17\; forms for notification of action taken by
national securities exchanges \18\; exemptions from and termination of
registration of securities \19\; forms, reports, and acquisition
statements of securities issuers and the maintenance of such reports
\20\; solicitation of proxies and tender offers \21\; and beneficial
ownership statements.\22\
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\16\ 17 CFR part 240.
\17\ Id.
\18\ 17 CFR part 249.
\19\ 17 CFR part 240.
\20\ Id.
\21\ Id.
\22\ Id. The FDIC incorporates section 16 of the Exchange Act
and SEC rule 17 CFR part 240 on beneficial ownership of securities,
but requires the filing of FDIC-specific forms in lieu of the SEC's
forms. 12 CFR 337.601, 611-613.
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After careful review and comparison of part 390 subpart U and part
335, the FDIC proposes to rescind part 390 subpart U and remove all
such references from the Code of Federal Regulations. This subpart is
substantively similar to part 335 as both State nonmember banks and
State savings associations are subject to the same provisions of the
Exchange Act and the SOX Act. Part 335, with minor revisions, will
appropriately and sufficiently implement the requirements of section
12(i) of the Exchange Act for both State nonmember banks and State
savings associations now under FDIC supervision. As discussed above,
part 335 provides more detailed guidance than part 390 subpart U by
incorporating the SEC rules with greater specificity. Furthermore,
State savings associations would benefit from greater clarity and
guidance under part 335 with regard to FDIC-specific procedures for the
submission of securities filings and forms as well as other FDIC-
specific administrative practices that are not provided for in part 390
subpart U.\23\
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\23\ 12 CFR 335.701-901 (Addressing confidentiality requests,
filing procedures, and delegations of authority).
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Additionally, at the time of the transfer of the former OTS
regulations to the FDIC, there were no registered State savings
associations affected by the transfer. Currently, there is only one
registered State savings association that would be subject to part 335.
Any FDIC-supervised banks and State savings associations that register
under section 12(i) of the Exchange Act in the future would benefit
from a consistent and streamlined application of the Federal securities
disclosure and filing requirements that would be facilitated through
the proposed changes.
Therefore, based on the above, the FDIC proposes to rescind and
remove from the Code of Federal Regulations the rules located at part
390 subpart U and expand the scope of part 335 to include State savings
associations. If the proposed rule is adopted as a final rule, all
State nonmember banks and State savings associations supervised by the
FDIC and subject to the registration and reporting requirements of the
Exchange Act will be subject to the same FDIC rules, as modified
herein.
II. The Proposal
Regarding the functions of the former OTS that were transferred to
the FDIC, section 316(b)(3) of the Dodd-Frank Act, 12 U.S.C. 5414(c),
in pertinent part, provides that the former OTS's regulations will be
enforceable by the FDIC until they are modified, terminated, set aside,
or superseded in accordance with applicable law. After reviewing the
rules currently found in part 390 subpart U, which concern the
securities filing and disclosure requirements of State savings
[[Page 22066]]
associations, the FDIC, as the appropriate federal banking agency for
State savings associations, proposes to remove part 390 subpart U in
its entirety and remove all references to Subpart U found in the FDIC
rules and regulations in order to avoid confusion and inconsistency.
Two references to subpart U are made in Sections 390.321(b)(2) and
390.380(a)(3) of the FDIC rules and regulations. After review, the FDIC
finds that these sections would not substantively be affected by the
removal of subpart U from the Code of Federal Regulations and therefore
also proposes to remove such references from each section.\24\
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\24\ Both sections are also part of the transferred OTS
regulations pursuant to the Dodd-Frank Act. Section 390.321 (part
390 subpart R) relates to regulatory reporting standards and section
390.380 (part 390 subpart T) relates to the form and content of
financial statements.
---------------------------------------------------------------------------
The FDIC also proposes to revise the heading of part 335 by
retitling it as Securities of State Nonmember Banks and State Savings
Associations and revise part 335 by inserting the term ``State savings
association'' where appropriate. The rewording of ``Nonmember Insured
Banks'' to ``State Nonmember Banks'' reflects more consistent use of
defined terms under section 3 of the FDI Act.\25\ Additionally, minor
technical amendments to part 335 will be made by removing section
335.901, which contains the FDIC Board of Directors' Delegations of
Authority related to Part 335, and deleting all references to the
``Division of Supervision and Consumer Protection (DSC)'' and adding
the words ``Division of Risk Management Supervision (RMS)'' to reflect
an internal FDIC reorganization. If the proposal is finalized, 12 CFR
part 335 would apply to the securities of both State nonmember banks
and State savings associations registered under the Exchange Act, and
part 390 subpart U would be removed.
---------------------------------------------------------------------------
\25\ 12 U.S.C. 1813(e).
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III. Request for Comments
The FDIC invites comments on all aspects of this proposed
rulemaking. In particular, the FDIC requests comments on the following
questions:
1. Are the provisions of 12 CFR part 335 sufficient to provide
consistent and effective filing and disclosure requirements for
securities registered under the Exchange Act, regardless of whether
they are securities of insured State nonmember banks or insured State
savings associations? Please provide a detailed response.
2. Should part 390 subpart U pertaining to the securities of State
savings associations be retained in whole or in part? Please
substantiate your response.
3. What negative impacts, if any, can you foresee in the FDIC's
proposal to rescind part 390 subpart U and remove it from the Code of
Federal Regulations?
4. What negative impacts, if any, can you foresee in the FDIC's
proposal to apply part 335 to State savings associations?
Written comments must be received by the FDIC no later than June
20, 2014.
IV. Regulatory Analysis and Procedure
A. The Paperwork Reduction Act
In accordance with the requirements of the Paperwork Reduction Act
(``PRA'') of 1995 (44 U.S.C. 3501-3521), the FDIC may not conduct or
sponsor, and the respondent is not required to respond to, an
information collection unless it displays a currently valid Office of
Management and Budget (``OMB'') control number. The information
collection affected by this NPR is Securities of Insured Nonmember
Banks, 3064-0030.\26\ The FDIC proposes to remove from its regulations
12 CFR part 390 subpart U. Part 390 subpart U was transferred with only
nominal changes to the FDIC from the OTS when the OTS was abolished by
Title III of the Dodd-Frank Act. Part 390 subpart U has been determined
to be substantively similar to the FDIC's rule at part 335 regarding
the securities of insured State nonmember banks. Removing part 390
subpart U will not involve any new collections of information pursuant
to the PRA.
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\26\ The information collection for Securities of Insured
Nonmember Banks, OMB No. 3064-0030, was renewed by OMB on September
11, 2013, and now expires on September 30, 2016.
---------------------------------------------------------------------------
This rule also proposes to amend part 335 to incorporate State
savings associations into the part. The revision of part 335 to include
``State savings associations'' would add additional burden to the
FDIC's current information collection under OMB control number 3064-
0030, Securities of Insured Nonmember Banks, as State savings
associations would be required to submit the appropriate forms and
financial statements to comply with the filing and disclosure
requirements of part 335. Currently, there is only one State savings
association that is registered pursuant to the Exchange Act
requirements that would be affected by the proposed revision to part
335. The FDIC proposes to revise this information collection as
follows:
Title: Securities of State Nonmember Banks and State Savings
Associations.
OMB Number: 3064-0030.
Form Numbers: 6800/03, 6800/04, 6800/05, Form 8-A, Form 8-C, Form
8-K, Form 10, Form 10-C, Form 10-K, Form 10-Q, Form 12b-25, Form 15,
Form 25, Schedule 13D, Schedule 13E-3, Schedule 13G, Schedule 14A,
Schedule 14C, Schedule 14D-1 (Schedule TO).
Affected Public: Generally, any issuer of securities, reporting
company, or shareholder registered under the Securities Exchange Act of
1934 with respect to securities registered under 12 CFR part 335.
Estimated Number of Respondents: Form 6800/03--58; Form 6800/04--
297; Form 6800/05--69; Form 8-A--2; Form 8-C--2; Form 8-K--21; Form
10--2; Form 10-C--1; Form 10-K--21; Form 10-Q--21, Form 12b-25--6; Form
15--2; Form 25--2; Schedule 13D--2; Schedule 13E-3--2; Schedule 13G--2;
Schedule 14A--21; Schedule 14C--21; Schedule 14D-1 (Schedule TO)--2.
Estimated Time per Response: Form 6800/03--1 hour; Form 6800/04--30
minutes; Form 6800/05--1 hour; Form 8-A--3 hours; Form 8-C--2 hours;
Form 8-K--2 hours; Form 10--215 hours; Form 10-C--1 hour; Form 10-K--
140 hours; Form 10-Q--100 hours; Form 12b-25--3 hours; Form 15--1
hours; Form 25--1 hours; Schedule 13D--3 hours; Schedule 13E-3--3
hours; Schedule 13G--3 hours; Schedule 14A--40 hours; Schedule 14C--40
hours; Schedule 14D-1 (Schedule TO)--5 hours.
Frequency of Response: Forms 6800/05 and 10-K and Schedule 14A are
filed annually. Form 10-Q is filed quarterly. All other forms are filed
based on each event or transaction.
Existing annual burden: 717 hours.
New estimated additional annual burden: 10,829 hours.
Total Estimated Annual Burden: 11,546 hours.
Comments are invited on: (a) Whether the collection of information
is necessary for the proper performance of the FDIC's functions,
including whether the information has practical utility; (b) the
accuracy of the estimates of the burden of the information collection,
including the validity of the methodology and assumptions used; (c)
ways to enhance the quality, utility, and clarity of the information to
be collected; and (d) ways to minimize the burden of the information
collection on respondents, including through the use of automated
collection techniques or other forms of information technology. All
comments will become a matter of public record.
[[Page 22067]]
B. The Regulatory Flexibility Act
The Regulatory Flexibility Act (``RFA''), requires that, in
connection with a notice of proposed rulemaking, an agency prepare and
make available for public comment an initial regulatory flexibility
analysis that describes the impact of the proposed rule on small
entities (defined in regulations promulgated by the Small Business
Administration to include banking organizations with total assets of
less than or equal to $500 million).\27\ However, a regulatory
flexibility analysis is not required if the agency certifies that the
rule will not have a significant economic impact on a substantial
number of small entities, and publishes its certification and a short
explanatory statement in the Federal Register together with the rule.
---------------------------------------------------------------------------
\27\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------
As discussed in this notice of proposed rulemaking, part 390
subpart U was transferred from the OTS's part 563d, which governs the
public disclosure and filing requirements of State savings associations
that issue securities registered pursuant to the Exchange Act. The
corresponding FDIC rule for State nonmember banks is 12 CFR part 335.
After careful review of both rules, the FDIC proposes to remove part
390 subpart U in its entirety and revise part 335 to incorporate State
savings associations into the scope of the part.
For the purposes of the RFA analysis, savings associations with
total assets of $500 million or less are considered ``small entities.''
Additionally, the Exchange Act exempts an issuer of securities from the
registration and reporting requirements of the Act if it does not meet
the statutory registration threshold under section 12(g) of the
Exchange Act unless the issuer lists its securities on a national
exchange and is subject to registration under section 12(b) of the
Exchange Act. Under section 12(g), a savings association that issues
securities is subject to the Exchange Act requirements if, as of the
last day of its last fiscal year, it has total assets of more than $10
million and a class of equity securities (other than an exempted
security) held of record by either 2,000 persons or 500 persons who are
not accredited investors.\28\
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\28\ 15 U.S.C. 78l(g)(1)(A). Based on the statutory language of
the Exchange Act, savings associations would not fall under the
higher registration exemption thresholds provided to banks and bank
holding companies pursuant to the Jumpstart Our Business Startups
Act (``JOBS Act''), which was enacted April 5, 2012.
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Consequently, insured State savings associations that have total
assets of $500 million or less and meet the registration threshold
under section 12(g) would be affected by this proposed rule. Based on
both of the section 12(g) criteria, as of the current date, there is
one insured State savings associations that would be affected by the
proposed rule out of a total universe of 58 insured State savings
associations. The proposed rule also would apply to insured State
savings associations with securities listed on a national exchange;
however, as of the current date, no insured State savings association
has listed securities. Therefore, a substantial number of small
entities would not be affected.
Additionally, as discussed in the proposed rule, part 390 subpart U
and part 335 are substantively similar as both State nonmember banks
and State savings associations are subject to the same provisions of
the Exchange Act and the SOX Act. Both parts incorporate by reference
the same SEC rules such that registered State nonmember banks and State
savings associations currently must comply with substantially similar
forms and reporting obligations. Therefore, there would be no
additional compliance burden imposed on registered State savings
associations that would result in a significant economic impact on
small State savings associations.
For these reasons, the FDIC certifies that the Proposed Rule, if
adopted in final form, would not have a significant economic impact on
a substantial number of small entities, within the meaning of those
terms as used in the RFA. Accordingly, a regulatory flexibility
analysis is not required.
C. Plain Language
Section 722 of the Gramm-Leach-Bliley Act, Public Law 106-102, 113
Stat. 1338, 1471, 12 U.S.C. 4809, requires each Federal banking agency
to use plain language in all of its proposed and final rules published
after January 1, 2000. As a Federal banking agency subject to the
provisions of this section, the FDIC has sought to present the proposed
rule to rescind part 390 subpart U and revise part 335 in a simple and
straightforward manner. The FDIC invites comments on whether the
proposal is clearly stated and effectively organized, and how the FDIC
might make the proposal easier to understand.
D. The Economic Growth and Regulatory Paperwork Reduction Act
Under section 2222 of the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 (``EGRPRA''), the FDIC is required to review all
of its regulations, at least once every 10 years, in order to identify
any outdated or otherwise unnecessary regulations imposed on insured
institutions.\29\ The FDIC completed the last comprehensive review of
its regulations under EGRPRA in 2006 and is commencing the next
decennial review. The action taken on this rule will be included as
part of the EGRPRA review that is currently under way. As part of that
review, the FDIC invites comments concerning whether the Proposed Rule
would impose any outdated or unnecessary regulatory requirements on
insured depository institutions. If you provide such comments, please
be specific and provide alternatives whenever appropriate.
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\29\ Public Law 104-208 (Sept. 30, 1996).
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List of Subjects
12 CFR Part 335
Banks, banking, Savings Associations, Securities.
12 CFR Part 390
Savings Associations, Securities.
Authority and Issuance
For the reasons stated in the preamble, the Board of Directors of
the Federal Deposit Insurance Corporation proposes to amend parts 335
and 390 of title 12 of the Code of Federal Regulations as follows:
PART 335--SECURITIES OF STATE NONMEMBER BANKS AND STATE SAVINGS
ASSOCIATIONS
0
1. The authority citation for part 335 is revised as follows:
Authority: 12 U.S.C. 1819; 15 U.S.C. 78l(i), 78m, 78n, 78p,
78w, 5412, 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265.
0
2. Revise the heading of part 335 to read as set forth above:
0
3. In Sec. 335.101, revise paragraph (a) to read as follows:
Sec. 335.101 Scope of part, authority, and OMB control number.
(a) This part is issued by the Federal Deposit Insurance
Corporation (the FDIC) under section 12(i) of the Securities Exchange
Act of 1934, 15 U.S.C. 78 et seq. (the Exchange Act), and applies to
all securities of FDIC-insured State nonmember banks (including foreign
banks having an insured branch) and State savings associations that are
subject to the registration requirements of section 12(b) or section
12(g) of the Exchange Act. The FDIC is vested with the powers,
functions, and duties of the Securities and Exchange Commission (SEC)
to administer and enforce sections 10A(m), 12, 13, 14(a), 14(c), 14(d),
14(f),
[[Page 22068]]
and 16 of the Exchange Act (15 U.S.C. 78l, 78m, 78n(a), 78n(c), 78n(d),
78n(f), and 78(p)), and sections 302, 303, 304, 306, 401(b), 404, 406,
and 407 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7241, 7242, 7243,
7244, 7261, 7262, 7264, and 7265) regarding State nonmember banks and
State savings associations with one or more classes of securities
subject to the registration provisions of sections 12(b) and 12(g) of
the Exchange Act.
* * * * *
0
4. In Sec. 335.221, revise paragraph (b) to read as follows:
Sec. 335.221 Forms for registration of securities and cross reference
to Regulation FD (Fair Disclosure).
* * * * *
(b) The requirements for Financial Statements can generally be
found in Regulation S-X (17 CFR part 210). Banks and State savings
associations may also refer to the instructions for Federal Financial
Institutions Examination Council (FFIEC) Consolidated Reports of
Condition and Income when preparing unaudited interim statements. The
requirements for Management's Discussion and Analysis of Financial
Condition and Results of Operations can be found at 17 CFR part 229.
Additional requirements are provided at Industry Guide 3, Statistical
Disclosure by Bank Holding Companies, which is found at 17 CFR part
229.
* * * * *
0
5. In Sec. 335.311, revise paragraph (b) to read as follows:
Sec. 335.311 Forms for annual, quarterly, current, and other reports
of issuers.
* * * * *
(b) The requirements for Financial Statements can generally be
found in Regulation S-X (17 CFR part 210). Banks and State savings
associations may also refer to the instructions for FFIEC Consolidated
Reports of Condition and Income when preparing unaudited interim
reports. The requirements for Management's Discussion and Analysis of
Financial Condition and Results of Operations can be found at 17 CFR
part 229. Additional requirements are included in Industry Guide 3,
Statistical Disclosure by Bank Holding Companies, which is found at 17
CFR part 229.
0
6. In Sec. 335.701, revise paragraphs (a) and (b) to read as follows:
Sec. 335.701 Filing requirements, public reference, and
confidentiality.
(a) Filing requirements. Unless otherwise indicated in this part,
one original and four conformed copies of all papers required to be
filed with the FDIC under the Exchange Act or regulations thereunder
shall be filed at its office in Washington, DC. Official filings may be
filed electronically at https://www2.fdicconnect.gov/index.asp, except
for FDIC Beneficial Ownership Forms 3, 4, and 5 for which electronic
filing is mandatory as described in Sec. 335.801(b). Paper filings
should be submitted to the FDIC's office in Washington, DC, and should
be addressed as follows: Accounting and Securities Disclosure Section,
Division of Risk Management Supervision, Federal Deposit Insurance
Corporation, 550 17th Street, NW., Washington, DC 20429. Material may
be filed by delivery to the FDIC through the mails or otherwise. The
date on which paper filings are actually received by the designated
FDIC office shall be the date of filing.
(b) Inspection. Except as provided in paragraph (c) of this
section, all information filed regarding a security registered with the
FDIC will be available for inspection at the Federal Deposit Insurance
Corporation, Accounting and Securities Disclosure Section, Division of
Risk Management Supervision, 550 17th Street, NW., Washington, DC.
Beneficial ownership report forms and other official filings that are
electronically submitted to the FDIC are available for inspection on
the FDIC's Web site at https://www2.fdic.gov/efr/
* * * * *
0
7. In Sec. 335.801, revise paragraphs (b)(6)(i) introductory text,
(b)(7)(iii), (d) introductory text and (d)(1), (e)(1), (e)(2)(i),
(e)(2)(ii), and (f)(2) to read as follows:
Sec. 335.801 Inapplicable SEC regulations; FDIC substituted
regulations; additional information.
* * * * *
(b) * * *
(6) * * *
(i) A filer may apply in writing for a continuing hardship
exemption if all or part of a filing or group of filings otherwise to
be filed in electronic format cannot be so filed without undue burden
or expense. Such written application shall be made at least ten
business days prior to the required due date of the filing(s) or the
proposed filing date, as appropriate, or within such shorter period as
may be permitted. The written application shall be sent to the
Accounting and Securities Disclosure Section, Division of Risk
Management Supervision, Federal Deposit Insurance Corporation, 550 17th
Street, NW., Washington, DC 20429, and shall contain the information
set forth in paragraph (b)(6)(ii) of this subsection.
* * * * *
(7) * * *
(iii) Where the FDIC's rules require a filer to furnish a national
securities exchange, a national securities association, a bank, or
State savings association, paper copies of a document filed with the
FDIC in electronic format, signatures to such paper copies may be in
typed form.
* * * * *
(d) Indebtedness of management. Whenever this part of cross
referenced provisions of the SEC regulations require disclosure of
indebtedness of management, extensions of credit to specified persons
in excess of ten (10) percent of the equity capital accounts of the
bank or State savings associations or $5 million, whichever is less,
shall be deemed material and shall be disclosed in addition to any
other required disclosure. The disclosure of this material indebtedness
shall include the largest aggregate amount of indebtedness (in dollar
amounts, and as a percentage of total equity capital accounts at the
time), including extensions of credit or overdrafts, endorsements and
guarantees outstanding at any time since the beginning of the bank or
State savings association's last fiscal year, and as of the latest
practicable date.
(1) If aggregate extensions of credit to all specified persons as a
group exceeded 20 percent of the equity capital accounts of the bank or
State savings association at any time since the beginning of the last
fiscal year, the aggregate amount of such extensions of credit shall
also be disclosed.
* * * * *
(e) * * *
(1) Three preliminary copies of each information statement, proxy
statement, form of proxy, and other item of soliciting material to be
furnished to security holders concurrently therewith, shall be filed
with the FDIC by the bank, State savings association, or any other
person making a solicitation subject to 12 CFR 335.401 at least ten
calendar days (or 15 calendar days in the case of other than routine
meetings, as defined in paragraph (e)(2) of this section) prior to the
date such item is first sent or given to any security holders, or such
shorter date as may be authorized.
(2) * * *
(i) A meeting with respect to which no one is soliciting proxies
subject to 12 CFR 335.401 other than on behalf of the bank or State
savings association and at which the bank or State savings
[[Page 22069]]
association intends to present no matters other than:
(A) The election of directors;
(B) The election, approval or ratification of accountants;
(C) A Security holder proposal included pursuant to SEC Rule 14(a)-
8 (17 CFR 240.14a-8); and
(D) The approval or ratification of a plan as defined in paragraph
(a)(7)(ii) of Item 402 of SEC Regulation S-K (17 CFR 229.402(a)(7)(ii))
or amendments to such a plan; and
(ii) The bank or State savings association does not comment upon or
refer to a solicitation in opposition (as defined in 17 CFR 240.14a-6)
in connection with the meeting in its proxy material.
* * * * *
(f) * * *
(2) The FDIC may, upon the written request of the bank or State
savings association, and where consistent with the protection of
investors, permit the omission of one or more of the statements or
disclosures herein required, or the filing in substitution therefor of
appropriate statements or disclosures of comparable character.
* * * * *
Sec. 335.901 [Removed]
0
8. Remove Sec. 335.901.
PART 390--REGULATIONS TRANSFERRED FROM THE OFFICE OF THRIFT
SUPERVISION
0
9. The authority citation for part 390 is revised to read as follows:
Authority: 12 U.S.C. 1819.
Subpart A also issued under 12 U.S.C. 1820.
Subpart B also issued under 12 U.S.C. 1818.
Subpart C also issued under 5 U.S.C. 504; 554-557; 12 U.S.C.
1464; 1467; 1468; 1817; 1818; 1820; 1829; 3349, 4717; 15 U.S.C. 78l;
78o-5; 78u-2; 28 U.S.C. 2461 note; 31 U.S.C. 5321; 42 U.S.C. 4012a.
Subpart D also issued under 12 U.S.C. 1817; 1818; 1820; 15
U.S.C. 78l.
Subpart E also issued under 12 U.S.C. 1813; 1831m; 15 U.S.C. 78.
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 I also issued under 12 U.S.C. 1831x.
Subpart J also issued under 12 U.S.C. 1831p-1.
Subpart K also issued under 12 U.S.C. 1817; 1818; 15 U.S.C. 78c;
78l.
Subpart L also issued under 12 U.S.C. 1831p-1.
Subpart M also issued under 12 U.S.C. 1818.
Subpart N also issued under 12 U.S.C. 1821.
Subpart O also issued under 12 U.S.C. 1828.
Subpart P also issued under 12 U.S.C. 1470; 1831e; 1831n; 1831p-
1; 3339.
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 V also issued under 12 U.S.C. 3201-3208.
Subpart W also issued under 12 U.S.C. 1462a; 1463; 1464; 15
U.S.C. 78c; 78l; 78m; 78n; 78p; 78w.
Subpart X also issued under 12 U.S.C. 1462; 1462a; 1463; 1464;
1828; 3331 et seq.
Subpart Y also issued under 12 U.S.C. 1831o.
Subpart Z also issued under 12 U.S.C. 1462; 1462a; 1463; 1464;
1828 (note).
PART 390 Subpart U--[Removed and Reserved]
0
10. Remove and reserve part 390 subpart U, consisting of Sec. Sec.
390.390 through 390.395.
0
11. In Sec. 390.321, revise paragraph (b)(2) to read as follows:
Sec. 390.321 Regulatory reports.
* * * * *
(b) * * *
(2) Exceptions. Regulatory reporting requirements that are not
consistent with GAAP, if any, are not required to be reflected in the
audited financial statements, including financial statements contained
in securities filings submitted to the FDIC pursuant to the Securities
Exchange Act of 1934 or subpart W and 12 CFR part 192.
* * * * *
Sec. 390.380 [Amended]
0
12. In Sec. 390.380, remove paragraph (a)(3).
Dated at Washington, DC, this 8th day of April 2014.
By order of the Board of Directors.
Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014-08261 Filed 4-18-14; 8:45 am]
BILLING CODE 6714-01-P
