Transferred OTS Regulations Regarding Securities of State Savings Associations, 63498-63502 [2014-25336]
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Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Rules and Regulations
families in a manner that fosters
successful recruitment, retention, and
careers for members of the Armed
Forces and the other uniformed
services; and
(iii) Modernize and achieve fiscal
sustainability for the compensation and
retirement systems for the Armed Forces
and the other uniformed services for the
21st century.
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■ 3. Revise § 9901.3 to read as follows:
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§ 9901.3
Requests for records.
(a) Generally. Many documents are
available on the MCRMC Web site and
MCRMC encourages requesters to visit
the Web site before making a request for
records pursuant to this subpart.
MCRMC will provide records to
individual requesters in response to
FOIA requests for records not available
on its Web site.
(b) Electronic or written requests
required. For records not available on
the Web site, requesters wishing to
obtain information from MCRMC should
submit a request on the MCRMC Web
site. If a computer is not available to the
requester, a written request may be
made to the MCRMC FOIA Officer. Such
requests should be addressed to: FOIA
Officer, Military Compensation and
Retirement Modernization Commission,
Post Office Box 13170, Arlington, VA
22209. As there may be delays in mail
delivery, it is advisable to send the
request via facsimile to (703) 697–8330
or email to foia@mcrmc.gov. MCRMC
will communicate with the requester by
email unless he or she specifies
otherwise.
(c) Contents of request. Requests must
include the following:
(1) A statement that the request is
being made under FOIA, the requester’s
full name and address, a telephone
number at which the requester can be
reached during normal business hours,
and an email address for the requester,
if the requester has one;
(2) A description of the records sought
in enough detail to allow the records to
be located with a reasonable amount of
effort. The request must identify/
describe the records sought and include
information such as date, title or name,
author, recipient, and subject matter of
the records sought, where possible;
(3) If submitting the request as an
educational institution, a noncommercial scientific institution, or a
representative of the news media, the
request must specifically identify the
organization on which the status is
based, and if a free-lance representative
of the news media, the requester should
submit a history of past publications
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and/or demonstrate a solid basis for
expecting publication through a newsmedia entity;
(4) A fee waiver, if applicable; and
(5) If the request is made by mail, the
words ‘‘FOIA REQUEST’’ or ‘‘REQUEST
FOR RECORDS’’ must be clearly marked
on the cover letter, letter, and envelope.
(d) Perfected requests. MCRMC will
process only perfected requests. A
perfected request must meet all of the
requirements of this subpart.
Christopher Nuneviller,
Associate Director, Administration and
Operations, Military Compensation and
Retirement Modernization Commission.
[FR Doc. 2014–25272 Filed 10–23–14; 8:45 am]
BILLING CODE P
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Parts 335 and 390
RIN 3064–AE07
Transferred OTS Regulations
Regarding Securities of State Savings
Associations
Federal Deposit Insurance
Corporation.
ACTION: Final rule.
AGENCY:
The Federal Deposit
Insurance Corporation (FDIC) is
adopting a final rule to rescind and
remove regulations for securities of
State savings associations and all
references thereto, and revise
regulations for securities of nonmember
insured banks, to extend their
applicability to State savings
associations. The regulations revised in
this rule were 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). The FDIC received no comments
on the Notice of Proposed Rulemaking
published on April 21, 2014 and is
adopting it as a final rule with minor
technical changes. As a result, all State
nonmember banks and State savings
associations having securities registered
pursuant to the Securities Exchange Act
of 1934 (Exchange Act) will be subject
to the disclosure and filing requirements
in FDIC regulations.
DATES: The Final Rule is effective
November 24, 2014.
FOR FURTHER INFORMATION CONTACT:
Dennis Chapman, Senior Staff
Accountant, Division of Risk
SUMMARY:
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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,
Supervisory 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:
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
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.
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
each agency. On June 14, 2011, the
FDIC’s Board of Directors (‘‘Board’’)
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
1 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Pub. L. 111–203, 12 U.S.C. 5301 et
seq. (2010).
2 12 U.S.C. 5411.
3 12 U.S.C. 5414(b).
4 12 U.S.C. 5414(c).
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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 Board
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
transferred OTS regulations into other
FDIC rules, amending them, or
rescinding them, as appropriate.
One of the regulations transferred to
the FDIC was 12 CFR part 390 subpart
U, which covers the former OTS
requirements for the disclosure and
reporting by State savings associations
with securities registered pursuant to
section 12(i) of the Securities Exchange
Act of 1934 (‘‘Exchange Act’’).9
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II. Proposed Rule
On April 21, 2014, the FDIC
published in the Federal Register a
notice of proposed rulemaking (NPR or
Proposed Rule) regarding the removal of
subpart U from 12 CFR part 390.10 As
discussed in the Proposed Rule, section
12(i) of the Exchange Act provides the
FDIC with the authority to administer
and enforce certain enumerated sections
of the Exchange Act and the SarbanesOxley Act with respect to State
nonmember banks and State savings
5 76
FR 39247 (July 6, 2011).
U.S.C. 5412(b)(2)(B)(i)(II).
7 12 U.S.C. 1813(q).
8 76 FR 47652 (August 5, 2011).
9 15 U.S.C. 78l(i).
10 79 FR 22063 (April 21, 2014).
14:09 Oct 23, 2014
III. Comments
The FDIC issued the NPR with a 60day comment period, which closed on
June 20, 2014. The FDIC received no
comments, and consequently, the Final
Rule is adopted as proposed with minor
technical changes.
IV. Explanation of the Final Rule
Under the Final Rule, 12 CFR part 335
applies to the securities of both State
nonmember banks and State savings
associations registered under the
Exchange Act, and part 390 subpart U
is removed in its entirety. Part 390
subpart U is substantively similar to
part 335, and the designation of part 335
as a single authority for the securities
registration and reporting requirements
for all FDIC-supervised institutions will
serve to streamline the FDIC’s rules and
eliminate unnecessary regulations. To
that effect, the Final Rule removes and
rescinds 12 CFR Part 390 subpart U in
its entirety as well as all references to
subpart U found in sections
390.321(b)(2) and 390.380(a)(3) of the
FDIC rules and regulations.11
Consistent with the Proposed Rule,
the Final Rule also revises part 335 by
inserting the term ‘‘state savings
association’’ where appropriate and
11 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.
6 12
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associations (collectively ‘‘FDICsupervised institutions’’) as the
appropriate Federal banking agency for
such institutions. In an effort to
streamline FDIC regulations for all
FDIC-supervised institutions, the NPR
proposed to remove part 390 subpart U
from the Code of Federal Regulations
and all references made therein from the
FDIC rules and regulations. The FDIC
also compared part 390 subpart U with
part 335, a substantively similar FDIC
regulation that existed before the
transfer of the OTS regulations. Similar
to Part 390 subpart U, part 335 governs
the securities registration and reporting
requirements of the Exchange Act for
State nonmember banks. Although both
rules implement identical provisions of
the Exchange Act and SEC rules, part
335 provided more detailed guidance
than subpart U by incorporating the SEC
rules with greater specificity. As such,
the NPR also proposed to expand the
scope of part 335 to include State
savings associations by inserting the
term ‘‘state savings associations’’ where
appropriate. The NPR also proposed to
make technical changes to reflect an
internal FDIC reorganization.
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63499
retitling the heading of Part 335 as
Securities of State Nonmember Banks
and State Savings Associations. The
rewording of ‘‘Nonmember Insured
Banks’’ to ‘‘State Nonmember Banks’’
reflects more consistent use of defined
terms under section 3 of the FDI Act.12
Additionally, section 335.901, which
contains the FDIC Board of Directors’
Delegations of Authority related to part
335, is removed, and all references to
the ‘‘Division of Supervision and
Consumer Protection (DSC)’’ are deleted
and replaced with the words ‘‘Division
of Risk Management Supervision
(RMS)’’ to reflect an internal FDIC
reorganization.
V. 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 Final Rule is Securities
of Insured Nonmember Banks, 3064–
0030.13
The Final Rule rescinds and removes
from the FDIC regulations 12 CFR part
390 subpart U. This rule also proposes
to amend part 335 to incorporate State
savings associations into the part. In the
NPR, it was determined that the revision
of part 335 to include state savings
associations would add additional
burden to the FDIC’s 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. The FDIC’s burden estimates
were updated in connection with the
Proposed Rule to include State savings
associations transferred from the OTS to
the FDIC and no comments were
received. The revised information
collection is 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–
12 12
U.S.C. 1813(e).
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.
13 The
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3, Schedule 13G, Schedule 14A,
Schedule 14C, Schedule 14D–1
(Schedule TO).
Affected Public: Generally, any issuer
of securities, reporting company, or
shareholder of an issuer 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.
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B. The Regulatory Flexibility Act
The Regulatory Flexibility Act
(‘‘RFA’’) generally requires an agency to
consider whether a final rule will have
a significant economic impact on a
substantial number of small entities
(defined in regulations promulgated by
the Small Business Administration to
include banking organizations with total
assets of less than or equal to $550
million).14 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.
14 5
U.S.C. 601 et seq. The U.S. Small Business
Administration (SBA) issued an interim final rule,
effective July 14, 2014, that raised the SBA’s size
thresholds for commercial banks and savings
institutions from $500 million to $550 million. 79
FR 33647 (June 12, 2014).
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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.
The Final Rule removes part 390
subpart U in its entirety and revises 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
$550 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.15
Consequently, insured State savings
associations that have total assets of
$550 million or less and meet the
registration threshold under section
12(g) are affected by this Final Rule.
Based on both of the section 12(g)
criteria, as of the current date, there is
one insured State savings association
that would be affected by the proposed
rule out of a total universe of 54 insured
State savings associations. The Final
Rule also applies 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 are not affected.
Additionally, 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
15 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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forms and reporting obligations.
Therefore, there is 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 Final Rule will not have a
significant economic impact on a
substantial number of small entities,
within the meaning of those terms as
used in the RFA.
C. Small Business Regulatory
Enforcement Fairness Act
The Office of Management and Budget
has determined that the Final Rule is
not a ‘‘major rule’’ within the meaning
of the Small Business Regulatory
Enforcement Fairness Act of 1996
(SBREFA), 5 U.S.C. 801 et. seq.
D. 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.
Although the FDIC did not receive any
comments, the FDIC sought to present
the Final Rule in a simple and
straightforward manner.
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
amends 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 to read as follows:
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Authority: 12 U.S.C. 1819; 15 U.S.C. 78j–
1, 78l(i), 78m, 78n, 78p, 78w, 5412, 5414,
5415, 7241, 7242, 7243, 7244, 7261, 7262,
7264, and 7265.
2. Revise the heading of part 335 to
read as set forth above:
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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),
and 16 of the Exchange Act) (15 U.S.C.
78j–1, 78l, 78m, 78n(a), 78n(c), 78n(d),
78n(f), and 78p), 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) or 12(g) of
the Exchange Act.
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■ 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).
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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
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.
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■ 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).
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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.
*
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*
*
*
(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 § 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/
*
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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) introductory text, (e)(2)(ii), and
(f)(2) to read as follows:
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§ 335.801 Inapplicable SEC regulations;
FDIC substituted regulations; additional
information.
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(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 required 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 section.
*
*
*
*
*
(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 association 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:\FR\FM\24OCR1.SGM
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Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Rules and Regulations
(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
association intends to present no
matters other than:
*
*
*
*
*
(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 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;
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).
Subpart U [Removed and Reserved]
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
§ 335.901
■
[Removed]
8. Remove § 335.901.
PART 390—REGULATIONS
TRANSFERRED FROM THE OFFICE OF
THRIFT SUPERVISION
9. The authority citation for part 390
is revised to read as follows:
■
rmajette on DSK2TPTVN1PROD with RULES
Authority: 12 U.S.C. 1819.
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.
VerDate Sep<11>2014
14:09 Oct 23, 2014
Regulatory reports.
*
Jkt 235001
*
*
*
*
(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 21st day of
October, 2014.
By order of the Board of Directors, Federal
Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014–25336 Filed 10–23–14; 8:45 am]
BILLING CODE 6714–01–P
PO 00000
Frm 00006
Fmt 4700
Sfmt 4700
DEPARTMENT OF TRANSPORTATION
Federal Aviation Administration
14 CFR Part 39
[Docket No. FAA–2014–0292; Directorate
Identifier 2014–CE–011–AD; Amendment
39–18001; AD 2014–15–02 R1]
RIN 2120–AA64
Airworthiness Directives; FiberglasTechnik Rudolf Lindner GmbH & Co.
KG Gliders
Federal Aviation
Administration (FAA), DOT.
ACTION: Final rule; request for
comments.
AGENCY:
We are adopting a new
airworthiness directive (AD) for
Fiberglas-Technik Rudolf Lindner
GmbH & Co. KG (type certificates
formerly held by GROB–WERKE GMBH
& CO KG and BURKHART GROB LUFTUND RAUMFAHRT GmbH & CO KG)
Models G102 STANDARD ASTIR III,
G102 CLUB ASTIR III, G102 CLUB
ASTIR IIIb, G103 TWIN II, G103A TWIN
II ACRO, G103C TWIN III ACRO, and G
103 C Twin III SL gliders. This AD
revises AD 2014–15–02, which required
inspection of the rudder control unit for
installation of plastic cable pulleys and
replacement of plastic cable pulleys
with aluminum cable pulleys. This AD
retains the actions of AD 2014–15–02
but clarifies the suffixes of serial
numbers (S/Ns) in paragraph (c)
Applicability. This AD was prompted
by reports of plastic control cable
pulleys developing cracks due to aging,
which could lead to breaking of the
pulley and potentially jamming the
rudder control unit, possibly resulting
in loss of control. We are issuing this
AD to require actions to address the
unsafe condition on these products.
DATES: This final rule is effective
October 24, 2014.
The Director of the Federal Register
approved the incorporation by reference
of certain publications listed in this AD
as of August 27, 2014 (79 FR 42658, July
23, 2014).
We must receive comments on this
AD by December 8, 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.
SUMMARY:
E:\FR\FM\24OCR1.SGM
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]]>Agencies
[Federal Register Volume 79, Number 206 (Friday, October 24, 2014)]
[Rules and Regulations]
[Pages 63498-63502]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-25336]
=======================================================================
-----------------------------------------------------------------------
FEDERAL DEPOSIT INSURANCE CORPORATION
12 CFR Parts 335 and 390
RIN 3064-AE07
Transferred OTS Regulations Regarding Securities of State Savings
Associations
AGENCY: Federal Deposit Insurance Corporation.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Federal Deposit Insurance Corporation (FDIC) is adopting a
final rule to rescind and remove regulations for securities of State
savings associations and all references thereto, and revise regulations
for securities of nonmember insured banks, to extend their
applicability to State savings associations. The regulations revised in
this rule were 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). The FDIC received no comments on the Notice of
Proposed Rulemaking published on April 21, 2014 and is adopting it as a
final rule with minor technical changes. As a result, all State
nonmember banks and State savings associations having securities
registered pursuant to the Securities Exchange Act of 1934 (Exchange
Act) will be subject to the disclosure and filing requirements in FDIC
regulations.
DATES: The Final Rule is effective November 24, 2014.
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, Supervisory 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:
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 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.
---------------------------------------------------------------------------
\1\ Dodd-Frank Wall Street Reform and Consumer Protection Act,
Pub. L. 111-203, 12 U.S.C. 5301 et seq. (2010).
\2\ 12 U.S.C. 5411.
\3\ 12 U.S.C. 5414(b).
---------------------------------------------------------------------------
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 each agency. On
June 14, 2011, the FDIC's Board of Directors (``Board'') 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
[[Page 63499]]
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).
---------------------------------------------------------------------------
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).
---------------------------------------------------------------------------
As noted, on June 14, 2011, operating pursuant to this authority,
the Board 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 transferred OTS regulations into other FDIC rules, amending them,
or rescinding them, as appropriate.
---------------------------------------------------------------------------
\8\ 76 FR 47652 (August 5, 2011).
---------------------------------------------------------------------------
One of the regulations transferred to the FDIC was 12 CFR part 390
subpart U, which covers the former OTS requirements for the disclosure
and reporting by State savings associations with securities registered
pursuant to section 12(i) of the Securities Exchange Act of 1934
(``Exchange Act'').\9\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78l(i).
---------------------------------------------------------------------------
II. Proposed Rule
On April 21, 2014, the FDIC published in the Federal Register a
notice of proposed rulemaking (NPR or Proposed Rule) regarding the
removal of subpart U from 12 CFR part 390.\10\ As discussed in the
Proposed Rule, section 12(i) of the Exchange Act provides the FDIC with
the authority to administer and enforce certain enumerated sections of
the Exchange Act and the Sarbanes-Oxley Act with respect to State
nonmember banks and State savings associations (collectively ``FDIC-
supervised institutions'') as the appropriate Federal banking agency
for such institutions. In an effort to streamline FDIC regulations for
all FDIC-supervised institutions, the NPR proposed to remove part 390
subpart U from the Code of Federal Regulations and all references made
therein from the FDIC rules and regulations. The FDIC also compared
part 390 subpart U with part 335, a substantively similar FDIC
regulation that existed before the transfer of the OTS regulations.
Similar to Part 390 subpart U, part 335 governs the securities
registration and reporting requirements of the Exchange Act for State
nonmember banks. Although both rules implement identical provisions of
the Exchange Act and SEC rules, part 335 provided more detailed
guidance than subpart U by incorporating the SEC rules with greater
specificity. As such, the NPR also proposed to expand the scope of part
335 to include State savings associations by inserting the term ``state
savings associations'' where appropriate. The NPR also proposed to make
technical changes to reflect an internal FDIC reorganization.
---------------------------------------------------------------------------
\10\ 79 FR 22063 (April 21, 2014).
---------------------------------------------------------------------------
III. Comments
The FDIC issued the NPR with a 60-day comment period, which closed
on June 20, 2014. The FDIC received no comments, and consequently, the
Final Rule is adopted as proposed with minor technical changes.
IV. Explanation of the Final Rule
Under the Final Rule, 12 CFR part 335 applies to the securities of
both State nonmember banks and State savings associations registered
under the Exchange Act, and part 390 subpart U is removed in its
entirety. Part 390 subpart U is substantively similar to part 335, and
the designation of part 335 as a single authority for the securities
registration and reporting requirements for all FDIC-supervised
institutions will serve to streamline the FDIC's rules and eliminate
unnecessary regulations. To that effect, the Final Rule removes and
rescinds 12 CFR Part 390 subpart U in its entirety as well as all
references to subpart U found in sections 390.321(b)(2) and
390.380(a)(3) of the FDIC rules and regulations.\11\
---------------------------------------------------------------------------
\11\ 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.
---------------------------------------------------------------------------
Consistent with the Proposed Rule, the Final Rule also revises part
335 by inserting the term ``state savings association'' where
appropriate and retitling the heading of Part 335 as Securities of
State Nonmember Banks and State Savings Associations. The rewording of
``Nonmember Insured Banks'' to ``State Nonmember Banks'' reflects more
consistent use of defined terms under section 3 of the FDI Act.\12\
Additionally, section 335.901, which contains the FDIC Board of
Directors' Delegations of Authority related to part 335, is removed,
and all references to the ``Division of Supervision and Consumer
Protection (DSC)'' are deleted and replaced with the words ``Division
of Risk Management Supervision (RMS)'' to reflect an internal FDIC
reorganization.
---------------------------------------------------------------------------
\12\ 12 U.S.C. 1813(e).
---------------------------------------------------------------------------
V. 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 Final Rule is Securities of Insured Nonmember Banks,
3064-0030.\13\
---------------------------------------------------------------------------
\13\ 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.
---------------------------------------------------------------------------
The Final Rule rescinds and removes from the FDIC regulations 12
CFR part 390 subpart U. This rule also proposes to amend part 335 to
incorporate State savings associations into the part. In the NPR, it
was determined that the revision of part 335 to include state savings
associations would add additional burden to the FDIC's 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. The FDIC's burden
estimates were updated in connection with the Proposed Rule to include
State savings associations transferred from the OTS to the FDIC and no
comments were received. The revised information collection is 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-
[[Page 63500]]
3, Schedule 13G, Schedule 14A, Schedule 14C, Schedule 14D-1 (Schedule
TO).
Affected Public: Generally, any issuer of securities, reporting
company, or shareholder of an issuer 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.
B. The Regulatory Flexibility Act
The Regulatory Flexibility Act (``RFA'') generally requires an
agency to consider whether a final rule will have a significant
economic impact on a substantial number of small entities (defined in
regulations promulgated by the Small Business Administration to include
banking organizations with total assets of less than or equal to $550
million).\14\ 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.
---------------------------------------------------------------------------
\14\ 5 U.S.C. 601 et seq. The U.S. Small Business Administration
(SBA) issued an interim final rule, effective July 14, 2014, that
raised the SBA's size thresholds for commercial banks and savings
institutions from $500 million to $550 million. 79 FR 33647 (June
12, 2014).
---------------------------------------------------------------------------
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. The Final Rule removes part 390 subpart U in its entirety and
revises 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 $550 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.\15\
---------------------------------------------------------------------------
\15\ 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.
---------------------------------------------------------------------------
Consequently, insured State savings associations that have total
assets of $550 million or less and meet the registration threshold
under section 12(g) are affected by this Final Rule. Based on both of
the section 12(g) criteria, as of the current date, there is one
insured State savings association that would be affected by the
proposed rule out of a total universe of 54 insured State savings
associations. The Final Rule also applies 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 are not
affected.
Additionally, 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 is 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 Final Rule will not
have a significant economic impact on a substantial number of small
entities, within the meaning of those terms as used in the RFA.
C. Small Business Regulatory Enforcement Fairness Act
The Office of Management and Budget has determined that the Final
Rule is not a ``major rule'' within the meaning of the Small Business
Regulatory Enforcement Fairness Act of 1996 (SBREFA), 5 U.S.C. 801 et.
seq.
D. 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. Although the FDIC did not receive any comments,
the FDIC sought to present the Final Rule in a simple and
straightforward manner.
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 amends 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 to read as follows:
Authority: 12 U.S.C. 1819; 15 U.S.C. 78j-1, 78l(i), 78m, 78n,
78p, 78w, 5412, 5414, 5415, 7241, 7242, 7243, 7244, 7261, 7262,
7264, and 7265.
0
2. Revise the heading of part 335 to read as set forth above:
[[Page 63501]]
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), and 16 of the Exchange Act) (15 U.S.C. 78j-1, 78l, 78m, 78n(a),
78n(c), 78n(d), 78n(f), and 78p), 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)
or 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)
introductory text, (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
required 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 section.
* * * * *
(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 association 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.
* * * * *
[[Page 63502]]
(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 association
intends to present no matters other than:
* * * * *
(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 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 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).
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 21st day of October, 2014.
By order of the Board of Directors, Federal Deposit Insurance
Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014-25336 Filed 10-23-14; 8:45 am]
BILLING CODE 6714-01-P
