FIL-48-96 Attachment

[Federal Register: June 28, 1996 (Volume 61, Number 126)]

[Proposed Rules]

[Page 33696-33702]

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

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Proposed Rules

Federal Register

________________________________________________________________________

This section of the FEDERAL REGISTER contains notices to the public of

the proposed issuance of rules and regulations. The purpose of these

notices is to give interested persons an opportunity to participate in

the rule making prior to the adoption of the final rules.

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[[Page 33696]]

FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Part 335

RIN 3064-AB79

Securities of Nonmember Insured Banks

AGENCY: Federal Deposit Insurance Corporation (FDIC).

ACTION: Proposed rule.

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SUMMARY: The Federal Deposit Insurance Corporation (FDIC) is proposing

revisions to its regulations, detailing registration and reporting

requirements for non-member insured banks with securities required to

be registered under section 12 of the Securities Exchange Act of 1934

(Exchange Act). The proposal seeks to incorporate through cross

reference the corresponding regulations of the Securities and Exchange

Commission (SEC) into the provisions of the FDIC's securities

regulations. Incorporation through cross reference will assure that the

FDIC's regulations remain substantially similar to the SEC's

regulations, as required by law. The FDIC is requesting comments on the

cross reference to the SEC's regulations and what additional

provisions, if any it should include in the regulation.

DATES: Comments must be received September 26, 1996.

ADDRESSES: Comments should be directed to Jerry L. Langley, Executive

Secretary, Federal Deposit Insurance Corporation, 550 17th Street N.W.,

Washington, D.C. 20429. Comments may be hand delivered to room F-402,

1776 F Street N.W., Washington, D.C., on business days between 8:30

a.m. and 5:00 p.m. [FAX number (202) 898-3838, Internet address:

comments@FDIC.gov] Comments may also be inspected in the FDIC Public

Information Center, room 100, 801 17th Street, N.W., Washington, D.C.

between 8:30 a.m. and 5:00 p.m. on business days.

FOR FURTHER INFORMATION CONTACT: M. Eric Dohm, Staff Accountant,

Division of Supervision (202-898-8921), Lawrence H. Pierce, Securities

Activities Officer, Division of Supervision (202-898-8902), or Gerald

J. Gervino, Senior Attorney, Legal Division (202-898-3723), Federal

Deposit Insurance Corporation, 550 17th Street N.W., Washington, D.C.

20429.

SUPPLEMENTARY INFORMATION:

Background

Section 12(i) of the Securities Exchange Act of 1934, as amended,

15 U.S.C. 78l(i), grants authority to the FDIC to issue regulations

applicable to the securities of insured banks (including foreign banks

having an insured branch) which are neither members of the Federal

Reserve System nor District banks (nonmember banks), which are

substantially similar to the SEC's regulations under sections 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. Section 12(i) does not

however, require the FDIC to issue substantially similar regulations in

the event that the FDIC finds that implementation of such regulation is

not necessarily in the public interest or appropriate for protection of

investors and the FDIC publishes such findings with detailed reasons

therefor in the Federal Register.

To date, in 12 CFR part 335, the FDIC has generally maintained its

own version of regulations pursuant to sections 12, 13, 14(a), 14(c),

14(d), and 14(f) of the Exchange Act. In 1989, the FDIC incorporated by

cross reference the SEC regulations governing going private

transactions and issuer tender offers. (54 FR 53592, 12 CFR 335.409 and

335.521). In 1992, SEC regulations under section 16 of the Exchange Act

were incorporated by cross reference. (57 FR 4702, 12 CFR 335.401 and

335.402). In 1994, part 335 was amended to conform with more recent

changes in the comparable SEC regulations. In connection with its

proposed rule, the FDIC requested comment on the desirability of

incorporating the SEC rules by cross reference into its own rules (59

FR 22555 (May 2, 1994)).

The FDIC received six comment letters in response to its

solicitation. Commentators were asked to comment upon the following:

Should the FDIC consider proposing a revision to part 335, to

incorporate by cross reference the comparable rules of the SEC, rather

than continue to maintain the separate but substantially similar body

of rules contained in part 335 as is done presently? Interested persons

were asked to address: (1) The benefits and disadvantages of cross

referencing as a method for assuring substantial similarity between the

FDIC's and the SEC's regulations; (2) the potential cost savings or

cost burden of cross referencing; (3) whether the FDIC should continue

to review preliminary proxy materials and information statements; and

(4) any other issues regarding a cross referencing proposal which

commenters believe pertinent. Written comments were invited to be

submitted during a 60-day comment period.

All of the commenters supported cross referencing to some extent.

Two felt that the FDIC should be careful to adopt or preserve

regulations different from those of the SEC, where FDIC drafted

regulations would be more appropriate for banks. None provided an

estimate of cost savings from the cross referencing procedure. One

commenter indicated that if this cross referencing procedure is

adopted, the FDIC should provide notice to banks filing under part 335

that the SEC has amended rules applicable to banks by cross reference.

In the interest of quickly bringing its rules into similarity with

those of the SEC, the FDIC adopted the rule amendments as they had been

previously proposed. Since the cross referencing proposal was only

described generally, it is now necessary to publish an express cross

referencing proposal for comment upon the actual method and language to

be used.

The proposed revision would incorporate by cross reference the

comparable rules of the SEC rather than continue to maintain the

separate but substantially similar body of rules presently contained in

part 335.

12 CFR part 335 generally applies only to nonmember banks having

one or more classes of securities required to be registered under

section 12 of the Exchange Act. There are presently 191 banks whose

securities are registered.

[[Page 33697]]

Proposed Revisions to Part 335

The FDIC proposes to amend 12 CFR part 335 by incorporating through

cross reference, the regulations of the SEC issued under sections 12,

13, 14(a), 14(c), 14(d), and 14(f) of the Exchange Act. As a result,

with the exception of forms filed pursuant to section 16, the FDIC's

Exchange Act forms would be eliminated and the SEC's Exchange Act forms

would be utilized in filings with the FDIC. All forms filed with the

FDIC however, would be required to contain the name of the FDIC in lieu

of that of the SEC in order to avoid confusion. The FDIC believes that

incorporation through cross reference will make its regulations

substantially similar to those of the SEC, as well as those of other

federal financial institution regulatory agencies.

The proposed revision would make appropriate SEC regulations

applicable to persons subject to part 335, except where part 335

contains a differing or additional requirement or exception.

Incorporation through cross reference generally makes all SEC

regulations, and amendments thereto, applicable to registered nonmember

banks, unless the FDIC acts to vary the SEC's specific requirements.

The FDIC believes that this is an effective way to assure that FDIC

regulations issued under the Exchange Act remain substantially similar

to the SEC's regulations. However, the FDIC will still retain the

ability to exempt nonmember banks, through a separate FDIC rulemaking,

from any particular SEC rule it determines should not apply to such

banks. The FDIC also retains its rulemaking authority to subject

nonmember banks to additional or different regulations where warranted.

The FDIC believes that issuance of the proposed regulation would

simplify the administration and enforcement of the disclosure

provisions of the Exchange Act. This is the approach adopted by the

Board of Governors of the Federal Reserve System (12 CFR 208.16), the

Office of the Comptroller of the Currency (12 CFR 11.2), and the Office

of Thrift Supervision (12 CFR 563d.1). Further, as registrants,

investors, and their counsel acquire or expand their familiarity with

SEC regulations, incorporation by cross reference should help promote

uniformity and consistency of Exchange Act disclosure, without

affecting the quality of the administration and enforcement of the

provisions of the Exchange Act for which the FDIC is the appropriate

regulatory agency.

The FDIC's principal concern with respect to the elimination of

FDIC forms and subsequent use of SEC forms is that filers may

incorrectly forward the forms to the SEC. This can create embarrassment

and legal liability on the part of the filers for unintentional failure

to file the forms. Errors of this kind can interfere with the smooth

and efficient administration of public filings under the Exchange Act.

For this reason, the FDIC proposes that on all forms to be filed with

the FDIC, the cover pages would be required to prominently display the

name of the FDIC in lieu of that of the SEC in order to avoid confusion

as to the appropriate filing agency.

Proposed Differences From Current Part 335 Regulations

Following is a discussion of the significant differences between

the FDIC's existing regulations and the SEC's regulations and

procedures which would be incorporated by cross reference under this

proposed rule. While there are other differences in the regulations,

the FDIC believes them to be technical or minor in nature. If the FDIC

adopts the proposed rule, each of these differences will be eliminated.

A. Minimum Asset Test for Registration

The regulations of the SEC and the FDIC differ in the minimum total

asset size of an issuing company. The company's asset size is used as

one of the triggering criteria (in addition to the number of

shareholders) for requiring registration of securities under section 12

of the Exchange Act. Section 12(g) of the Exchange Act (17 U.S.C.

781(g)) requires any issuing company with at least 500 shareholders and

a minimum total assets of $1 million to register the class of

securities, subject to limits, exemptions, and conditions prescribed by

the SEC or other appropriate regulatory agency. The SEC's Rule 12g-1

(17 CFR 240.12g-1) prescribes the minimum asset test to be $10 million

in total assets. Currently, the FDIC rules do not alter the statutory

standard. Incorporation of the SEC's regulations by cross reference,

would adopt the SEC's threshold of $10 million.

B. Shareholder Proposal Rules

The regulations of the SEC and the FDIC differ primarily with

respect to the proponent's ownership requirements in stock of an

issuing company, and the number of proposals which a proponent may

present. The FDIC's rules presently require only that the proponent be

a shareholder of the registrant, and that a proponent may submit a

maximum of two proposals for inclusion in a registrant's annual meeting

proxy statement. The SEC's Rule 14a-8 (17 CFR 240.14a-8) requires a

proponent to beneficially own at least 1% or $1,000 in market value of

securities entitled to be voted on the proposal, requires a proponent

to have held such securities for at least one year, and permits a

proponent to submit only one proposal for inclusion in a registrant's

annual meeting proxy statement. Incorporation of the SEC's regulations

by cross reference, would adopt the SEC's requirements which include

the differences described above.

C. Certification, Suspension of Trading, and Removal From Listing by

Exchanges; Unlisted Trading; and Related Filing Requirements

The SEC's rules currently require a national securities exchange to

formally certify that a registrant's security has been approved for

listing. The SEC's rules contain provisions applicable to suspension of

trading on a national securities exchange, withdrawal, and striking of

a security from listing and registration. Also, SEC rules prescribe

requirements relative to applications, changes, termination,

suspension, or exemption of securities admitted to unlisted trading on

a national securities exchange. The FDIC's rules currently also require

certification by a national securities exchange, but do not contain the

additional provisions summarized above. Incorporation of the SEC's

regulations by cross reference, would adopt the SEC's rules on

Certification By Exchanges (17 CFR 240.12d1-1 through 12d1-6),

Suspension Of Trading, Withdrawal, And Striking From Listing And

Registration (17 CFR 240.12d2-1 through 12d2-6), and Unlisted Trading

(17 CFR 240.12f-1 through 12f-6).

D. Availability of Exchange Act Filings at Federal Reserve Banks

FDIC regulations currently require that copies of all registration

statements and periodic reports required by 12 CFR 335.301 through

335.365 (exclusive of exhibits), the proxy and information statements

required by 12 CFR 335.201, and annual reports to security holders

required by 12 CFR 335.203 will be available for inspection at the

Federal Reserve Bank (FRB) of the District in which the bank making the

submission is located. The FDIC staff believes that there has been

extremely little if any public interest in inspecting these Exchange

Act filings at the Federal Reserve Banks. It is also believed that it

is difficult for the public to access these filings. Adoption of this

proposed rule would eliminate the availability of these Exchange Act

filings at the Federal Reserve Banks. All Exchange Act filings

[[Page 33698]]

will still be available for inspection at and copies may be obtained

from the FDIC in Washington, D.C.

Proposed Differences From SEC Regulations (Superseded SEC Regulations

and FDIC Substituted Regulations)

Following is a discussion of the significant differences between

the applicable requirements assuming adoption of this proposed rule by

FDIC, and the SEC's regulations and procedures which would be

incorporated by cross reference. Unless any particular provisions of

the SEC's Exchange Act regulations are specifically superseded by the

FDIC, incorporation by cross reference would make such provisions

applicable to nonmember banks, related parties and investors. The FDIC

rules under 12 CFR part 335 currently contain these provisions or

requirements and retention thereof is considered warranted. If the FDIC

adopts this proposed rule, each of the following differences between

the rules of the FDIC and the rules of the SEC will remain in effect.

A. Review of Proxy and Information Statements

The SEC and the FDIC regulations differ significantly in the type

of proxy and information statements subject to regulatory review prior

to distribution to shareholders. The SEC requires preliminary filings

of proxy and information statements, but only concerning those

shareholder meetings which are other than ``routine'' annual meetings.

In such cases, the SEC requires preliminary filings to be filed ten

days prior to distribution to shareholders (17 CFR 240.14a-6 and 17 CFR

240.14c-5). The FDIC however, currently requires preliminary filings

for all shareholder meetings, and requires that the preliminary filings

be made at least ten days before routine meetings and 15 days before

other than routine meetings (12 CFR 335.204).

The SEC regulations exempt proxy statements for ``routine'' annual

meetings from the requirement of preliminary filing and advance review.

While the FDIC receives a moderate number of ``routine'' meeting

filings, the staff has found that it is this category of filings where

the most fundamental errors are made. Proxy statements for ``routine''

annual meetings often contain more basic errors and omissions than in

the case of ``non-routine'' meetings. In the absence of an advance

filing, the FDIC must choose between requiring a new meeting after the

problem is belatedly discovered or overlooking noncompliance until the

following year. A similar problem may occur in enforcing the

regulations with banks that misread or are negligent in interpreting

the term ``routine''.

Accordingly, the FDIC is proposing that its rules under 12 CFR part

335 continue to require the filing of both routine and non-routine

preliminary proxy materials for staff review and comment prior to their

distribution to shareholders. The FDIC staff believes that the overall

benefits resulting from the current requirement under 12 CFR part 335

to file ``routine'' preliminary proxy statements, exceed the costs

attributed to making those filings. Although the FDIC considers a

continuation of these requirements appropriate subsequent to adoption

of a cross referencing rule, it intends to perform a periodic

assessment of this requirement in light of its experience and will

propose revisions as warranted.

B. Disclosure of Extensions of Credit to Insiders

The SEC and the FDIC regulations contain requirements for financial

institution disclosure of loans to its insiders. SEC regulations

generally require the disclosure of certain insider indebtedness in

excess of $60,000 which have preferential terms, were not made in the

ordinary course of business, or which involve more than the normal risk

of collectibility or involve other unfavorable features. In contrast,

since 1965, the FDIC has required: (a) disclosure of insiders'

indebtedness on a basis substantially similar to that of the SEC, but

without the $60,000 threshold; and (b) basic disclosure of relatively

large extensions of credit to insiders and to insiders as a group,

based strictly upon the amount of indebtedness.

Even though loans to insiders are often subject to amount

limitations in banking law and regulation, significant amounts of

insider loans yet occur. The proposed rule would incorporate the SEC's

indebtedness of management disclosure requirements and would also add a

requirement to disclose large extensions of credit to insiders and to

insiders as a group, based solely upon the amount of indebtedness. The

FDIC staff believes that the overall benefit resulting from

continuation of the FDIC's current disclosure requirements under 12 CFR

part 335 is in the public interest and is appropriate to the banking

industry.

C. Filing Fees

The regulations of SEC include very specific requirements for the

payment of filing fees which are applicable to and must be paid by any

person or entity filing reports with the SEC under the Exchange Act.

The FDIC's proposed rules will not require filing fees to be paid by

any person, registrant, or entity making Exchange Act filings with the

FDIC.

D. Electronic Data Gathering Analysis and Retrieval (EDGAR)

The SEC's Regulation S-T (17 CFR part 232) requires all registrants

to submit filings in electronic format pursuant to its EDGAR system.

Although the FDIC is studying the feasibility of the acceptance and

administration of electronic filings under the Exchange Act, the FDIC

does not accept and is not proposing to accept electronic filings at

this time.

E. Legal Proceedings

The SEC and the FDIC regulations currently both require disclosure

of legal proceedings in certain filings under the Exchange Act. The

FDIC generally requires disclosure of all legal proceedings required to

be disclosed by the SEC, and in addition, the FDIC's regulations deem

as material and require disclosure of administrative or judicial

proceedings arising under section 8 of the Federal Deposit Insurance

Act. The FDIC is proposing that its rules under 12 CFR part 335

incorporate the SEC's legal proceedings disclosure requirements by

cross reference, and in addition, continue to deem as material and

require disclosure of administrative or judicial proceedings arising

under section 8 of the Federal Deposit Insurance Act. The FDIC staff

believes that the overall benefit resulting from the explicit

requirement to disclose proceedings arising under section 8 of the

Federal Deposit Insurance Act is in the public interest and is

appropriate to the banking industry.

Request for Public Comments

The Board hereby requests comment on all aspects of the proposed

rule, particularly those specifically mentioned above. The FDIC

requests specific written comments from the public regarding:

(1) The benefits and disadvantages of cross referencing as a method

for assuring substantial similarity between FDIC and SEC regulations;

(2) The potential cost savings or cost burden of cross referencing;

Please include estimates of specific dollar amounts of any anticipated

benefits, as well as amounts of transitionary and continuing costs such

as purchase of reference aides, staff training, and any

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necessary additional professional assistance;

(3) Whether the FDIC should provide any specific exemptions from,

or separate additions to the SEC's regulations;

(4) Whether the FDIC should continue to require disclosure of

insider extensions of credit as it currently does under its rules in 12

CFR 335.212 Item 7(b); and

(5) Whether the FDIC should continue to also make Exchange Act

filings available for inspection at the Federal Reserve Banks.

(6) The appropriate time frame for implementation of the final

rule, including the amount of time which should pass after publication

of the final rule before compliance with the final rule is required;

and

(7) Any other issues regarding the proposal which commenters

believe would assist in this rulemaking.

Regulatory Flexibility Act

Under section 605(b) of the Regulatory Flexibility Act (RFA) (5

U.S.C. 605(b)), the initial regulatory flexibility analysis otherwise

required under section 603 of the RFA (5 U.S.C. 603) is not required if

the head of the agency certifies that the rule will not have a

significant economic impact on a substantial number of small entities

and the agency publishes such certification in the Federal Register

along with its general notice of proposed rulemaking. Pursuant to

section 605(b) of the RFA, the FDIC certifies that this proposed rule

would apply only to those banks whose securities are publicly held.

Other covered persons include: insiders of banks; large shareholders of

banks; and bidders for bank stock.

These regulations will cross-reference SEC regulations. By statute

any differences must be specifically justified through the rulemaking

process. The regulations are functionally almost identical. They are

issued under the same statutory authority. They share a common

legislative purpose. The FDIC considers the applicable SEC rule,

defining ``small entities'', a necessary standard in order to maintain

fair and comparable regulation. The FDIC is comparing FDIC regulated

banks and SEC regulated nonbank entities, including bank holding

companies. The applicable SEC definition of ``small entities'' sets the

upper limit at $5 million. The SEC has delayed raising this limit until

it completes its current and future initiatives in this area. Any SEC

revisions in this area should pass through to entities subject to part

335. Currently, there are no banks below this limit filing under part

335. Further, this rulemaking does not substantially change existing

filing requirements for any individual. Based upon this factual

background, the FDIC certifies that the proposed amendments will have

no economic impact on any identifiable small entities as defined for

the class by SEC which is the general regulator in the area.

Paperwork Reduction Act

The collection of information in this proposed rule has been

reviewed and approved by the Office of Management and Budget under

control number 3064-0030 in accordance with the Paperwork Reduction Act

of 1980 (44 U.S.C. 3501 et seq.). Comments on the accuracy of the

burden estimate and suggestions for reducing the burden should be

directed to the Office of Management and Budget, Paperwork Reduction

Project (3064-0030), Washington, D.C. 20503, with copies of such

comments to be sent to Steven F. Hanft, Office of the Executive

Secretary, room F-400, 550 17th Street, N.W., Washington, D.C. 20429.

This information is needed to assure compliance with the Exchange

Act and to provide information to investors and the public about the

condition of registered nonmember banks. The likely respondents are

for-profit financial institutions--registered nonmember banks, as well

as their directors, executive officers and principal shareholders. The

total reporting burden for all collections of information in this

regulation is currently estimated as follows:

Number of Respondents.............................................3,213

Number of Responses Per

Respondent.......................................................1.67

Total Annual Responses............................................5,363

Hours Per Response.................................................8.60

Total Annual Burden Hours........................................46,036

The estimated annual burden per respondent varies from 30 minutes

to 200 hours, depending on the particular form and individual

circumstances, with an estimated average of 8.60 hours.

Cost Benefit Analysis

This proposed revision is generally not expected to result in

material increases in costs and burden to respondents. Some filers,

however, may realize an increase in costs due to an increased need for

professional guidance in order to facilitate the making of filings

under the Exchange Act. Any overall increase in costs resulting from

this proposed rule should be moderate, however, due to the existing

general familiarity with the SEC's regulations on the part of

registrants, investors, and their counsel. Any such increase in overall

costs should be offset by elimination of the need for potential filers

to become familiar with two separate sets of regulations implementing

the filing requirements of the Exchange Act.

Statutory Basis

The revisions to the FDIC's rules under sections 12, 13, 14(a),

14(c), 14(d), 14(f) and 16 of the Exchange Act, are being adopted by

the FDIC pursuant to Exchange Act section 12(i).

List of Subjects in 12 CFR Part 335

Accounting, Banks, banking, Confidential business information,

Reporting and recordkeeping requirements, Securities.

For the reasons set forth in the preamble, the FDIC proposes to

revise part 335 to read as follows:

PART 335--SECURITIES OF NONMEMBER INSURED BANKS

Sec.

335.101 Scope of part, authority and OMB control number.

335.111 Forms and schedules.

335.201 Securities exempted from registration.

335.211 Registration and reporting.

335.221 Forms for registration of securities and similar matters.

335.231 Certification, suspension of trading, and removal from

listing by exchanges.

335.241 Unlisted trading.

335.251 Forms for notification of action taken by national

securities exchanges.

335.261 Exemptions; terminations; and definitions.

335.301 Reports of issuers of securities registered pursuant to

section 12.

335.311 Forms for annual, quarterly, current, and other reports of

issuers.

335.321 Maintenance of records and issuer's representations in

connection with required reports

335.331 Acquisition statements and acquisitions of securities by

issuers.

335.401 Solicitations of proxies.

335.501 Tender offers.

335.601 Requirements of section 16 of the Securities Exchange Act

of 1934.

335.611 Initial statement of beneficial ownership of securities

(Form F-7).

335.612 Statement of changes in beneficial ownership of securities

(Form F-8).

335.613 Annual statement of beneficial ownership of securities

(Form F-8A).

335.701 Filing requirements, public reference, and confidentiality.

335.801 Inapplicable SEC regulations; FDIC substituted regulations;

additional information.

Authority: 15 U.S.C. 78l(i).

Sec. 335.101 Scope of part, authority and OMB control number.

(a) This part is issued by the Federal Deposit Insurance

Corporation (the

[[Page 33700]]

FDIC) under section 12(i) of the Securities Exchange Act of 1934, as

amended (15 U.S.C. 78)(the Exchange Act) and applies to all securities

of FDIC insured banks (including foreign banks having an insured

branch) which are neither a member of the Federal Reserve System nor a

District bank (collectively referred to as nonmember banks) that are

subject to the registration requirements of section 12(b) or section

12(g) of the Exchange Act (registered nonmember banks). The FDIC is

vested with the powers, functions, and duties vested in the Securities

and Exchange Commission (the Commission or SEC) to administer and

enforce the provisions of sections 12, 13, 14(a), 14(c), 14(d), 14(f),

and 16 of the Securities Exchange Act of 1934, as amended (the Exchange

Act)(15 U.S.C. 78l, 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p)),

regarding nonmember banks with one or more classes of securities

subject to the registration provisions of sections 12(b) and 12(g).

(b) This part generally incorporates through cross reference, the

regulations of the SEC issued under sections 12, 13, 14(a), 14(c),

14(d), 14(f), and 16 of the Exchange Act. References to the Commission

are deemed to refer to the FDIC unless the context otherwise requires.

the recordkeeping and reporting required by this part (OMB control

number 3064-0030).

Sec. 335.111 Forms and schedules.

The Exchange Act regulations of the SEC, which are incorporated by

cross reference under this part, require the filing of forms and

schedules as applicable. Reference is made to SEC Exchange Act

regulation 17 CFR

249.0-1 regarding the availability of all applicable SEC Exchange Act

forms. Required schedules are codified and are found within the context

of the SEC's regulations. The filings of all applicable SEC forms and

schedules shall be made with the FDIC at the address in this section.

They shall be titled with the name of the FDIC in substitution for the

name of the SEC. Forms F-7 (Sec. 335.611), F-8 (Sec. 335.612), F-8A

(Sec. 335.613), are FDIC forms which are issued under section 16 of the

Exchange Act and can be obtained from the Registration and Disclosure

Section, Division of Supervision, Federal Deposit Insurance

Corporation, 550 17th Street N.W., Washington, D.C. 20429. Reference is

also made to Sec. 335.701 for general filing requirements, public

reference, and confidentiality provisions.

Sec. 335.201 Securities exempted from registration.

Persons generally subject to registration requirements under

Exchange Act section 12 and subject to this part, shall follow the

applicable and currently effective SEC regulations relative to

exemptions from registration issued under sections 3 and 12 of the

Exchange Act as codified at 17 CFR 240.3a12-1 through 240.3a12-11;

240.12a-4 through 240.12a-7; 240.12g-1 through 240.12h-4.

Sec. 335.211 Registration and reporting.

Persons with securities subject to registration under Exchange Act

sections 12(b) and 12(g), required to report under Exchange Act section

13, and subject to this part shall follow the applicable and currently

effective SEC regulations issued under section 12(b) of the Exchange

Act as codified at 17 CFR 240.12b-1 through 240.12b-36.

Sec. 335.221 Forms for registration of securities and similar matters.

(a) The applicable forms for registration of securities and similar

matters are codified in subpart C of 17 CFR part 249. All forms shall

be filed with the FDIC as appropriate and shall be titled with the name

of the FDIC instead of the SEC.

(b) The requirements for Financial Statements can generally be

found in Regulation S-X (17 CFR part 210). Banks may also refer to the

instructions for FFIEC Reports of Income and Reports of Condition 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 229.300. Industry Guide 3,

Statistical Disclosure by Bank Holding Companies, is codified at 17 CFR

229.802.

has the option of filing Small Business (SB) Forms (as codified in 17

CFR part 249) in lieu of the Exchange Act forms otherwise required to

be filed, which provide for financial and other item disclosures in

conformance with Regulation S-B of the Securities and Exchange

Commission (17 CFR part 228). The definition of ``small business

issuer'', generally includes banks with annual revenues of less than

$25 million, whose voting stock does not have a public float of $25

million or more.

Sec. 335.231 Certification, suspension of trading, and removal from

listing by exchanges.

The provisions of the applicable and currently effective SEC

regulations under section 12(d) of the Exchange Act shall be followed

as codified at 17 CFR 240.12d1-1 through 240.12d2-2.

Sec. 335.241 Unlisted trading.

The provisions of the applicable and currently effective SEC

regulations under section 12(f) of the Exchange Act shall be followed

as codified at 17 CFR 240.12f-1 through 17 CFR 240.12f-6.

Sec. 335.251 Forms for notification of action taken by national

securities exchanges.

The applicable forms for notification of action taken by national

securities exchanges are codified in subpart A of 17 CFR part 249. All

forms shall be filed with the FDIC as appropriate and shall be titled

with the name of the FDIC instead of the SEC.

Sec. 335.261 Exemptions; terminations; and definitions.

The provisions of the applicable and currently effective SEC

regulations under sections 12(g) and 12(h) of the Exchange Act shall be

followed as codified at 17 CFR 240.12g-1 through 240.12h-4.

Sec. 335.301 Reports of issuers of securities registered pursuant to

section 12.

The provisions of the applicable and currently effective SEC

regulations under section 13(a) of the Exchange Act shall be followed

as codified at 17 CFR 240.13a-1 through 240.13a-17.

Sec. 335.311 Forms for annual, quarterly, current and other reports of

issuers.

(a) The applicable forms for annual, quarterly, current, and other

reports are codified in subpart D of 17 CFR part 249. All forms shall

be filed with the FDIC as appropriate and shall be titled with the name

of the FDIC instead of the SEC.

(b) The requirements for Financial Statements can generally be

found in Regulation S-X (17 CFR part 210). Banks may also refer to the

instructions for FFIEC Reports of Income and Reports of Condition 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 229.300. Industry Guide 3,

Statistical Disclosure by Bank Holding Companies, is codified at 17 CFR

229.802.

has the option of filing Small Business (SB) Forms (as codified in 17

CFR part 249) in lieu of the Exchange Act forms otherwise required to

be filed, which provide for financial and other item disclosures in

conformance with Regulation S-B of the Securities and

[[Page 33701]]

Exchange Commission (17 CFR part 228). The definition of ``small

business issuer'', generally includes banks with annual revenues of

less than $25 million, whose voting stock does not have a public float

of $25 million or more.

Sec. 335.321 Maintenance of records and issuer's representations in

connection with required reports.

The provisions of the applicable and currently effective SEC

regulations under section 13(b) of the Exchange Act shall be followed

as codified at 17 CFR 240.13d2-1 through 240.13b2-2.

Sec. 335.331 Acquisition statements and acquisitions of securities by

issuers.

The provisions of the applicable and currently effective SEC

regulations under section 13(d) and 13(e) of the Exchange Act shall be

followed as codified at 17 CFR 240.13d-1 through 240.13e-102.

Sec. 335.401 Solicitations of proxies.

The provisions of the applicable and currently effective SEC

regulations under section 14(a) and 14(c) of the Exchange Act shall be

followed as codified at 17 CFR 240.14a-1 through 17 CFR 240.14a-103 and

17 CFR 240.14c-1 through 240.14c-101.

Sec. 335.501 Tender offers.

The provisions of the applicable and currently effective SEC

regulations under section 14(d), 14(e), and 14(f) of the Exchange Act

shall be followed as codified at 17 CFR 240.14d-1 through 240.14f-1.

335.601 Requirements of section 16 of the Securities Exchange Act of

1934.

Persons subject to section 16 of the Act with respect to securities

registered under this part shall follow the applicable and currently

effective SEC regulations issued under section 16 of the Act (17 CFR

240.16a-1 through 240.16e-1), except that the forms described in

Sec. 335.611 (Form F-7), Sec. 335.612 (Form F-8), and Sec. 335.613

(Form F-8A) shall be used in lieu of SEC Form 3 (17 CFR 249.103), Form

4 (17 CFR 249.104), or Form 5 (17 CFR 249.105), respectively. Copies of

Forms F-7, F-8, F-8A and the instructions thereto can be obtained from

the Registration and Disclosure Section, Division of Supervision,

Federal Deposit Insurance Corporation, 550 17th Street N.W.,

Washington, D.C. 20429.

Sec. 335.611 Initial statement of beneficial ownership of securities

(Form F-7).

This form shall be filed in lieu of SEC Form 3 pursuant to SEC rule

16a-3 (17 CFR 240.16a-3) for initial statements of beneficial ownership

of securities. The FDIC is authorized to solicit the information

required by this form pursuant to sections 16(a) and 23(a) of the

Securities Exchange Act of 1934 (15 U.S.C. 78p and 78w) and the rules

and regulations thereunder. SEC regulations referenced in this form are

codified at 17 CFR 240.16a-1 through 240.16e-1.

Sec. 335.612 Statement of changes in beneficial ownership of

securities (Form F-8).

This form shall be filed pursuant to SEC rule 16a-3 (17 CFR

240.16a-3) for statements of changes in beneficial ownership of

securities. The FDIC is authorized to solicit the information required

by this form pursuant to sections 16(a) and 23(a) of the Securities

Exchange Act of 1934 (15 U.S.C. 78p and 78w) and the rules and

regulations thereunder. SEC regulations referenced in this form are

codified at 17 CFR 240.16a-1 through 240.16e-1.

Sec. 335.613 Annual statement of beneficial ownership of securities

(Form F-8A).

This form shall be filed pursuant to SEC rule 16a-3 (17 CFR

240.16a-3) for annual statements of beneficial ownership of securities.

The FDIC is authorized to solicit the information required by this form

pursuant to sections 16(a) and 23(a) of the Securities Exchange Act of

1934 (15 U.S.C. 78p and 78w), and the rules and regulations thereunder.

SEC regulations referenced in this form are codified at 17 CFR 240.16a-

1 through 240.16e-1.

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, D.C. Official filings made

at the FDIC's office in Washington, D.C. should be addressed as

follows: Attention: Registration and Disclosure Section, Division of

Supervision, Federal Deposit Insurance Corporation, 550 17th Street

N.W., Washington, D.C. 20429. Material may be filed by delivery to the

FDIC through the mails or otherwise. The date on which papers are

actually received by the FDIC shall be the date of filing thereof if

all of the requirements with respect to the filing have been complied

with.

(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, 550 17th Street N.W., Washington, D.C.

any statement, report, or document under the Act may make written

objection to the public disclosure of any information contained therein

in accordance with the procedure set forth below.

(1) The person shall omit from the statement, report, or document,

when it is filed, the portion thereof that it desires to keep

undisclosed (hereinafter called the confidential portion). In lieu

thereof, it shall indicate at the appropriate place in the statement,

report, or document that the confidential portion has been so omitted

and filed separately with the FDIC.

(2) The person shall file with the copies of the statement, report,

or document filed with the FDIC:

(i) As many copies of the confidential portion, each clearly marked

``Confidential Treatment'', as there are copies of the statement,

report, or document filed with the FDIC and with each exchange, if any.

Each copy shall contain the complete text of the item and,

notwithstanding that the confidential portion does not constitute the

whole of the answer, the entire answer thereto; except that in case the

confidential portion is part of a financial statement or schedule, only

the particular financial statement or schedule need be included. All

copies of the confidential portion shall be in the same form as the

remainder of the statement, report, or document;

(ii) An application making objection to the disclosure of the

confidential portion. Such application shall be on a sheet or sheets

separate from the confidential portion, and shall contain:

(A) An identification of the portion of the statement, report, or

document that has been omitted;

(B) a statement of the grounds of objection;

disclosure upon the basis of the application, subject to proper

judicial reviews;

(D) the name of each exchange, if any, with which the statement,

report, or document is filed;

(iii) The copies of the confidential portion and the application

filed in accordance with this paragraph shall be enclosed in a separate

envelope marked ``Confidential Treatment'' and addressed to Executive

Secretary, Federal Deposit Insurance Corporation, Washington, D.C.

20429.

(3) Pending the determination by the FDIC as to the objection filed

in accordance with paragraph (c)(2)(ii) of

[[Page 33702]]

this section, the confidential portion will not be disclosed by FDIC.

(4) If the FDIC determines that the objection shall be sustained, a

notation to that effect will be made at the appropriate place in the

statement, report, or document.

(5) If the FDIC shall have determined that disclosure of the

confidential portion is in the public interest, a finding and

determination to that effect will be entered and notice of the finding

and determination will be sent by registered or certified mail to the

person.

(6) The confidential portion shall be made available to the public:

(i) Upon the lapse of 15 days after the dispatch of notice by

registered or certified mail of the finding and determination of the

FDIC described in paragraph (c)(5) of this section, if prior to the

lapse of such 15 days the person shall not have filed a written

statement that he intends in good faith to seek judicial review of the

finding and determination;

(ii) Upon the lapse of 60 days after the dispatch of notice by

registered or certified mail of the finding and determination of the

FDIC, if the statement described in paragraph (c)(6)(i) of this section

shall have been filed and if a petition for judicial review shall not

have been filed within such 60 days; or

(iii) If such petition for judicial review shall have been filed

within such 60 days upon final disposition, adverse to the person, of

the judicial proceedings.

(7) If the confidential portion is made available to the public, a

copy thereof shall be attached to each copy of the statement, report,

or document filed with the FDIC and with each exchange concerned.

Sec. 335.801 Inapplicable SEC regulations; FDIC substituted

regulations; additional information.

(a) Filing fees. Filing fees will not be charged relative to any

filings or submissions of materials made with the FDIC pursuant to the

cross reference to regulations of the SEC issued under sections 12, 13,

14(a), 14(c), 14(d), 14(f), and 16 of the Exchange Act, and this part.

(b) Electronic filings. The FDIC does not participate in the SEC's

EDGAR (Electronic Data Gathering Analysis and Retrieval) electronic

filing program (17 CFR part 232), and does not permit electronically

transmitted filings or submissions of materials in electronic format to

the FDIC.

provisions of the SEC regulations require disclosure of legal

proceedings, administrative or judicial proceedings arising under

section 8 of the Federal Deposit Insurance Act shall be deemed material

and shall be described.

(d) Indebtedness of management. Whenever this part or 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 $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'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 at

any time since the beginning of the last fiscal year, the aggregate

amount of such extensions of credit shall also be disclosed.

(2) Other loans are deemed material and shall be disclosed where:

(i) The extension(s) of credit were not made on substantially the

same terms, including interest rates, collateral and repayment terms as

those prevailing at the time for comparable transactions with other

than the specified persons;

(ii) The extension(s) of credit were not made in the ordinary

course of business; or

(iii) The extension(s) of credit have involved or presently involve

more than a normal risk of collectibility or other unfavorable features

including the restructuring of an extension of credit, or a delinquency

as to payment of interest or principal.

(e) Additional information; filing of other statements in certain

cases. (1) In addition to the information expressly required to be

included in a statement, form, schedule or report, there shall be added

such further material information, if any, as may be necessary to make

the required statements, in light of the circumstances under which they

are made, not misleading.

(2) The FDIC may, upon the written request of the bank, 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.

(3) The FDIC may also require the filing of other statements or

disclosures in addition to, or in substitution for those herein

required in any case where such statements are necessary or appropriate

for an adequate presentation of the financial condition of any person

whose financial statements are required, or disclosure about which is

otherwise necessary for the protection of investors.

By Order of the Board of Directors.

Dated at Washington, DC this 17th day of June, 1996.

Federal Deposit Insurance Corporation.

Robert E. Feldman,

Deputy Executive Secretary.

[FR Doc. 96-16256 Filed 6-27-96; 8:45 am]

BILLING CODE 6714-01-P

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