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Financial Institution Letter

Securities Disclosure

SUBJECT: Amendments to Part 335 Governing
Disclosure Requirements and Proxy Solicitations

On December 20, 1994, the FDIC's Board of Directors adopted the attached amendments to Part 335 of the agency's rules related to disclosure requirements and proxy solicitations that involve state nonmember banks with a class of securities registered under the Securities Exchange Act of 1934 (Exchange Act). The amendments make the FDIC's securities disclosure requirements substantially the same as those of the Securities and Exchange Commission (SEC), in accordance with Section 12(i) of the Exchange Act, in the following areas: (1) disclosures of executive compensation; (2) optional reports for small banks; and (3) proxy solicitations and related communications among shareholders.

The amendments will become effective July 1, 1995, although early compliance will be permitted. The FDIC's final rule includes a cross-reference to the SEC's comparable executive compensation disclosure rules (17 CFR 240.14a-101, Item 8), which you are encouraged to review.

If you have questions, please contact Lawrence H. Pierce (202-898-8902) or M. Eric Dohm (202-898-8921) in the Division of Supervision, or Gerald J. Gervino (202-898-3723) in the Legal Division.

Stanley J. Poling

Attachment: Federal Register

Distribution: Selected FDIC-Supervised Banks

Last Updated: January 23, 1995