[Federal Register Volume 79, Number 76 (Monday, April 21, 2014)]
[Proposed Rules]
[Pages 22063-22069]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-08261]


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FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Parts 335 and 390

RIN 3064-AE07


Securities of State Savings Associations and Securities of 
Nonmember Insured Banks

AGENCY: Federal Deposit Insurance Corporation.

ACTION: Notice of proposed rulemaking.

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SUMMARY: The Federal Deposit Insurance Corporation (``FDIC'') proposes 
to rescind and remove its

[[Page 22064]]

regulations concerning securities of State savings associations and 
amend its regulations relating to securities of nonmember insured 
banks, extending applicability to State savings associations.

DATES: Comments must be received on or before June 20, 2014.

ADDRESSES: You may submit comments, identified by RIN 3064-AE07, by any 
of the following methods:
     Agency Web site: http://www.fdic.gov/regulations/laws/federal/propose.html. Follow instructions for submitting comments on 
the Agency Web site.
     Email: Comments@fdic.gov. Include the RIN 3064-AE07 on the 
subject line of the message.
     Mail: Robert E. Feldman, Executive Secretary, Attention: 
Comments, Federal Deposit Insurance Corporation, 550 17th Street NW., 
Washington, DC 20429.
     Hand Delivery: Comments may be hand delivered to the guard 
station at the rear of the 550 17th Street Building (located on F 
Street) on business days between 7 a.m. and 5 p.m.
    Public Inspection: All comments received must include the agency 
name and RIN 3064-AE07 for this rulemaking. All comments received will 
be posted without change to http://www.fdic.gov/regulations/laws/federal/propose.html, including any personal information provided. 
Paper copies of public comments may be ordered from the FDIC Public 
Information Center, 3501 North Fairfax Drive, Room E-1002, Arlington, 
VA 22226 by telephone at (877) 275-3342 or (703) 562-2200.

FOR FURTHER INFORMATION CONTACT: Dennis Chapman, Senior Staff 
Accountant, Division of Risk Management Supervision, 202-898-8922 or 
dchapman@fdic.gov; Maureen Loviglio, Senior Staff Accountant, Division 
of Risk Management Supervision, 202-898-6777 or mloviglio@fdic.gov; 
Mark G. Flanigan, Counsel, Legal Division 202-898-7426 or 
mflanigan@fdic.gov; or Grace Pyun, Senior Attorney, Legal Division 202-
898-3609 or gpyun@fdic.gov.

SUPPLEMENTARY INFORMATION: The Federal Deposit Insurance Corporation 
(``FDIC'') proposes to rescind and remove from the Code of Federal 
Regulations 12 CFR part 390 subpart U, entitled Securities of State 
Savings Associations (``part 390 subpart U'') and all references 
thereto, and revise 12 CFR part 335 (``part 335''), currently entitled 
Securities of Nonmember Insured Banks, to extend its applicability to 
State savings associations. Part 390 subpart U was included in the 
regulations that were transferred to the FDIC from the Office of Thrift 
Supervision (``OTS'') on July 21, 2011, in connection with the 
implementation of applicable provisions of Title III of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act (``Dodd-Frank Act''). 
Upon removal of part 390 subpart U and all related references from the 
FDIC rules and regulations and amendment of part 335, all State 
nonmember banks and State savings associations having securities 
registered pursuant to the Securities Exchange Act of 1934 (``Exchange 
Act'') and for which the FDIC has been designated the appropriate 
federal banking agency will be subject to the disclosure and filing 
requirements found at part 335. The proposed rule would retitle part 
335 as Securities of State Nonmember Banks and State Savings 
Associations and revise part 335 by inserting the term ``State savings 
association'' where appropriate so that the FDIC rules governing the 
disclosure and filing requirements of securities registered pursuant to 
the Exchange Act will apply to both State nonmember banks and State 
savings associations. Finally, the proposed rule makes minor technical 
and conforming amendments to part 335 by removing section 335.901 and 
deleting all references to the ``Division of Supervision and Consumer 
Protection (DSC)'' and adding the words ``Division of Risk Management 
Supervision (RMS)'' to reflect an internal FDIC reorganization.

I. Background

The Dodd-Frank Act

    The Dodd-Frank Act, signed into law on July 21, 2010, provided for 
a substantial reorganization of the regulation of State and Federal 
savings associations and their holding companies.\1\ Beginning July 21, 
2011, the transfer date established by section 311 of the Dodd-Frank 
Act,\2\ the powers, duties, and functions formerly performed by the OTS 
were divided among the FDIC, as to State savings associations, the 
Office of the Comptroller of the Currency (``OCC''), as to Federal 
savings associations, and the Board of Governors of the Federal Reserve 
System (``Federal Reserve Board''), as to savings and loan holding 
companies. Section 316(b) of the Dodd-Frank Act,\3\ provides the manner 
of treatment for all orders, resolutions, determinations, regulations, 
and other advisory materials that had been issued, made, prescribed, or 
allowed to become effective by the OTS. The section provides that if 
such regulatory issuances were in effect on the day before the transfer 
date, they continue in effect and are enforceable by or against the 
appropriate successor agency until they are modified, terminated, set 
aside, or superseded in accordance with applicable law by such 
successor agency, by any court of competent jurisdiction, or by 
operation of law.
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    \1\ Dodd-Frank Wall Street Reform and Consumer Protection Act, 
Public Law 111-203, 12 U.S.C. 5301 et seq. (2010).
    \2\ 12 U.S.C. 5411.
    \3\ 12 U.S.C. 5414(b).
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    Section 316(c) of the Dodd-Frank Act \4\ further directed the FDIC 
and the OCC to consult with one another and to publish a list of the 
continued OTS regulations which would be enforced by the FDIC and the 
OCC, respectively. On June 14, 2011, the FDIC's Board of Directors 
approved a ``List of OTS Regulations to be Enforced by the OCC and the 
FDIC Pursuant to the Dodd-Frank Wall Street Reform and Consumer 
Protection Act.'' This list was published by the FDIC and the OCC as a 
Joint Notice in the Federal Register on July 6, 2011.\5\
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    \4\ 12 U.S.C. 5414(c).
    \5\ 76 FR 39247 (July 6, 2011).
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    Although section 312(b)(2)(B)(i)(II) of the Dodd-Frank Act \6\ 
granted the OCC rulemaking authority relating to both State and Federal 
savings associations, nothing in the Dodd-Frank Act affected the FDIC's 
existing authority to issue regulations under the FDI Act and other 
laws as the ``appropriate Federal banking agency'' or under similar 
statutory terminology. Section 312(c) of the Dodd-Frank Act amended 
section 3(q) of the Federal Deposit Insurance Act,\7\ and designated 
the FDIC as the ``appropriate Federal banking agency'' for State 
savings associations. As a result, when the FDIC acts as the designated 
``appropriate Federal banking agency'' (or under similar terminology) 
for State savings associations, as it does here, the FDIC is authorized 
to issue, modify, and rescind regulations involving such associations.
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    \6\ 12 U.S.C. 5412(b)(2)(B)(i)(II).
    \7\ 12 U.S.C. 1813(q).
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    As noted, on June 14, 2011, operating pursuant to this authority, 
the FDIC's Board of Directors reissued and redesignated certain 
regulations transferred from the former OTS. These transferred OTS 
regulations were published as new FDIC regulations in the Federal 
Register on August 5, 2011.\8\ When it republished the transferred OTS 
regulations as new FDIC regulations, the FDIC specifically noted that 
its staff would evaluate the transferred OTS regulations and might 
later recommend incorporating the

[[Page 22065]]

transferred OTS regulations into other FDIC rules, amending them, or 
rescinding them, as appropriate.
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    \8\ 76 FR 47652 (August 5, 2011).
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    One of the regulations transferred to the FDIC, 12 CFR part 390 
subpart U, covers the former OTS requirements for the disclosure and 
reporting by State savings associations with securities registered 
pursuant to section 12(i) of the Exchange Act.\9\
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    \9\ 15 U.S.C. 78l(i).
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The Securities Exchange Act of 1934 and the Securities of State 
Nonmember Banks and State Savings Associations

    The Exchange Act governs the sales of securities offered by an 
issuer on the secondary market and establishes a mandatory periodic 
disclosure process that is designed to require registered companies to 
make public the information that investors would find pertinent in 
making investment decisions.\10\ Section 12(i) of the Exchange Act 
grants authority to the Federal banking agencies to administer specific 
sections of the Exchange Act and the Sarbanes-Oxley Act of 2002 (``SOX 
Act'') with regard to depository institutions for which each Federal 
bank agency is the appropriate Federal banking agency.\11\
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    \10\ An issuer that is a bank or savings association is subject 
to the registration requirements of the Exchange Act if, in general, 
it has securities listed on a national exchange or, as of the last 
day of its last fiscal year, it has total assets exceeding $10 
million and a class of equity securities held of record by 2,000 or 
more persons. See sections 12(b) and 12(g)(1)(B) of the Exchange 
Act. A bank or savings association issuer will become exempt from 
the Exchange Act reporting requirements if it is no longer listed on 
a national exchange or, if it is not listed, the number of record 
holders falls below 1,200 persons. See sections 12(d) and 12(g)(4) 
of the Exchange Act.
    \11\ 15 U.S.C. 78l(i). The specifically enumerated sections 
relate to sections 10A(m) (audit committee listing standards), 12 
(securities registration), 13 (periodic reporting), 14(a) (proxies 
and proxy solicitation), 14(c) (information statements), 14(d) 
(tender offers), 14(f) (election of directors contests), and 16 
(beneficial ownership and reporting) of the Exchange Act, and 
sections 302-304 and 306 (corporate responsibilities) and 401(b), 
404, 406, and 407 (enhanced financial disclosures) of the SOX Act.
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    Prior to the Dodd-Frank Act, section 12(i) of the Exchange Act 
provided the FDIC with the powers, functions, and duties vested in the 
Securities and Exchange Commission (``SEC'') to administer and enforce 
sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the 
Exchange Act and sections 302-304, 306, 401(b), 404, 406, and 407 of 
the SOX Act with respect to State nonmember banks. Also pursuant to 
section 12(i), the OTS had the same vested authority with respect to 
Federal and State savings associations. As part of the transfer of OTS 
authority to the OCC for Federal savings associations and FDIC for 
State savings associations, section 376(2) of the Dodd-Frank Act 
amended section 12(i) of the Exchange Act to provide the FDIC with 
authority over both State nonmember banks and State savings 
associations to administer the enumerated provisions of the Exchange 
Act and the SOX Act as well as the authority to make such rules and 
regulations as may be necessary for the execution of the functions 
vested in the FDIC under section 12(i).\12\
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    \12\ Dodd-Frank Wall Street Reform and Consumer Protection Act, 
Public Law 111-203, section 376 (2), 124 Stat. 1376, 1569 (2010).
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    As noted above, the regulations governing OTS implementation of the 
securities registration and reporting requirements of the Exchange Act, 
formerly found at 12 CFR part 563d, were transferred in their entirety 
to the FDIC as they relate to State savings associations, with only 
non-substantive changes and are now found in the FDIC's rules at part 
390 subpart U. Part 390 subpart U incorporates the SEC rules regarding 
the filing and processing of forms \13\; the form and content of 
financial statements \14\; reporting requirements of issuers \15\; and 
the SEC's interpretations of the rules.
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    \13\ 17 CFR part 249.
    \14\ 17 CFR part 210.
    \15\ 17 CFR part 229.
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    The FDIC's corresponding rules for State nonmember banks are found 
in part 335. While both part 390 subpart U and part 335 implement 
identical provisions of the Exchange Act and SEC rules, part 335 does 
so with greater specificity by incorporating the SEC rules regarding: 
the certification, suspension of, and removal from listing by exchanges 
\16\; unlisted trading \17\; forms for notification of action taken by 
national securities exchanges \18\; exemptions from and termination of 
registration of securities \19\; forms, reports, and acquisition 
statements of securities issuers and the maintenance of such reports 
\20\; solicitation of proxies and tender offers \21\; and beneficial 
ownership statements.\22\
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    \16\ 17 CFR part 240.
    \17\ Id.
    \18\ 17 CFR part 249.
    \19\ 17 CFR part 240.
    \20\ Id.
    \21\ Id.
    \22\ Id. The FDIC incorporates section 16 of the Exchange Act 
and SEC rule 17 CFR part 240 on beneficial ownership of securities, 
but requires the filing of FDIC-specific forms in lieu of the SEC's 
forms. 12 CFR 337.601, 611-613.
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    After careful review and comparison of part 390 subpart U and part 
335, the FDIC proposes to rescind part 390 subpart U and remove all 
such references from the Code of Federal Regulations. This subpart is 
substantively similar to part 335 as both State nonmember banks and 
State savings associations are subject to the same provisions of the 
Exchange Act and the SOX Act. Part 335, with minor revisions, will 
appropriately and sufficiently implement the requirements of section 
12(i) of the Exchange Act for both State nonmember banks and State 
savings associations now under FDIC supervision. As discussed above, 
part 335 provides more detailed guidance than part 390 subpart U by 
incorporating the SEC rules with greater specificity. Furthermore, 
State savings associations would benefit from greater clarity and 
guidance under part 335 with regard to FDIC-specific procedures for the 
submission of securities filings and forms as well as other FDIC-
specific administrative practices that are not provided for in part 390 
subpart U.\23\
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    \23\ 12 CFR 335.701-901 (Addressing confidentiality requests, 
filing procedures, and delegations of authority).
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    Additionally, at the time of the transfer of the former OTS 
regulations to the FDIC, there were no registered State savings 
associations affected by the transfer. Currently, there is only one 
registered State savings association that would be subject to part 335. 
Any FDIC-supervised banks and State savings associations that register 
under section 12(i) of the Exchange Act in the future would benefit 
from a consistent and streamlined application of the Federal securities 
disclosure and filing requirements that would be facilitated through 
the proposed changes.
    Therefore, based on the above, the FDIC proposes to rescind and 
remove from the Code of Federal Regulations the rules located at part 
390 subpart U and expand the scope of part 335 to include State savings 
associations. If the proposed rule is adopted as a final rule, all 
State nonmember banks and State savings associations supervised by the 
FDIC and subject to the registration and reporting requirements of the 
Exchange Act will be subject to the same FDIC rules, as modified 
herein.

II. The Proposal

    Regarding the functions of the former OTS that were transferred to 
the FDIC, section 316(b)(3) of the Dodd-Frank Act, 12 U.S.C. 5414(c), 
in pertinent part, provides that the former OTS's regulations will be 
enforceable by the FDIC until they are modified, terminated, set aside, 
or superseded in accordance with applicable law. After reviewing the 
rules currently found in part 390 subpart U, which concern the 
securities filing and disclosure requirements of State savings

[[Page 22066]]

associations, the FDIC, as the appropriate federal banking agency for 
State savings associations, proposes to remove part 390 subpart U in 
its entirety and remove all references to Subpart U found in the FDIC 
rules and regulations in order to avoid confusion and inconsistency. 
Two references to subpart U are made in Sections 390.321(b)(2) and 
390.380(a)(3) of the FDIC rules and regulations. After review, the FDIC 
finds that these sections would not substantively be affected by the 
removal of subpart U from the Code of Federal Regulations and therefore 
also proposes to remove such references from each section.\24\
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    \24\ Both sections are also part of the transferred OTS 
regulations pursuant to the Dodd-Frank Act. Section 390.321 (part 
390 subpart R) relates to regulatory reporting standards and section 
390.380 (part 390 subpart T) relates to the form and content of 
financial statements.
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    The FDIC also proposes to revise the heading of part 335 by 
retitling it as Securities of State Nonmember Banks and State Savings 
Associations and revise part 335 by inserting the term ``State savings 
association'' where appropriate. The rewording of ``Nonmember Insured 
Banks'' to ``State Nonmember Banks'' reflects more consistent use of 
defined terms under section 3 of the FDI Act.\25\ Additionally, minor 
technical amendments to part 335 will be made by removing section 
335.901, which contains the FDIC Board of Directors' Delegations of 
Authority related to Part 335, and deleting all references to the 
``Division of Supervision and Consumer Protection (DSC)'' and adding 
the words ``Division of Risk Management Supervision (RMS)'' to reflect 
an internal FDIC reorganization. If the proposal is finalized, 12 CFR 
part 335 would apply to the securities of both State nonmember banks 
and State savings associations registered under the Exchange Act, and 
part 390 subpart U would be removed.
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    \25\ 12 U.S.C. 1813(e).
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III. Request for Comments

    The FDIC invites comments on all aspects of this proposed 
rulemaking. In particular, the FDIC requests comments on the following 
questions:
    1. Are the provisions of 12 CFR part 335 sufficient to provide 
consistent and effective filing and disclosure requirements for 
securities registered under the Exchange Act, regardless of whether 
they are securities of insured State nonmember banks or insured State 
savings associations? Please provide a detailed response.
    2. Should part 390 subpart U pertaining to the securities of State 
savings associations be retained in whole or in part? Please 
substantiate your response.
    3. What negative impacts, if any, can you foresee in the FDIC's 
proposal to rescind part 390 subpart U and remove it from the Code of 
Federal Regulations?
    4. What negative impacts, if any, can you foresee in the FDIC's 
proposal to apply part 335 to State savings associations?
    Written comments must be received by the FDIC no later than June 
20, 2014.

IV. Regulatory Analysis and Procedure

A. The Paperwork Reduction Act

    In accordance with the requirements of the Paperwork Reduction Act 
(``PRA'') of 1995 (44 U.S.C. 3501-3521), the FDIC may not conduct or 
sponsor, and the respondent is not required to respond to, an 
information collection unless it displays a currently valid Office of 
Management and Budget (``OMB'') control number. The information 
collection affected by this NPR is Securities of Insured Nonmember 
Banks, 3064-0030.\26\ The FDIC proposes to remove from its regulations 
12 CFR part 390 subpart U. Part 390 subpart U was transferred with only 
nominal changes to the FDIC from the OTS when the OTS was abolished by 
Title III of the Dodd-Frank Act. Part 390 subpart U has been determined 
to be substantively similar to the FDIC's rule at part 335 regarding 
the securities of insured State nonmember banks. Removing part 390 
subpart U will not involve any new collections of information pursuant 
to the PRA.
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    \26\ The information collection for Securities of Insured 
Nonmember Banks, OMB No. 3064-0030, was renewed by OMB on September 
11, 2013, and now expires on September 30, 2016.
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    This rule also proposes to amend part 335 to incorporate State 
savings associations into the part. The revision of part 335 to include 
``State savings associations'' would add additional burden to the 
FDIC's current information collection under OMB control number 3064-
0030, Securities of Insured Nonmember Banks, as State savings 
associations would be required to submit the appropriate forms and 
financial statements to comply with the filing and disclosure 
requirements of part 335. Currently, there is only one State savings 
association that is registered pursuant to the Exchange Act 
requirements that would be affected by the proposed revision to part 
335. The FDIC proposes to revise this information collection as 
follows:
    Title: Securities of State Nonmember Banks and State Savings 
Associations.
    OMB Number: 3064-0030.
    Form Numbers: 6800/03, 6800/04, 6800/05, Form 8-A, Form 8-C, Form 
8-K, Form 10, Form 10-C, Form 10-K, Form 10-Q, Form 12b-25, Form 15, 
Form 25, Schedule 13D, Schedule 13E-3, Schedule 13G, Schedule 14A, 
Schedule 14C, Schedule 14D-1 (Schedule TO).
    Affected Public: Generally, any issuer of securities, reporting 
company, or shareholder registered under the Securities Exchange Act of 
1934 with respect to securities registered under 12 CFR part 335.
    Estimated Number of Respondents: Form 6800/03--58; Form 6800/04--
297; Form 6800/05--69; Form 8-A--2; Form 8-C--2; Form 8-K--21; Form 
10--2; Form 10-C--1; Form 10-K--21; Form 10-Q--21, Form 12b-25--6; Form 
15--2; Form 25--2; Schedule 13D--2; Schedule 13E-3--2; Schedule 13G--2; 
Schedule 14A--21; Schedule 14C--21; Schedule 14D-1 (Schedule TO)--2.
    Estimated Time per Response: Form 6800/03--1 hour; Form 6800/04--30 
minutes; Form 6800/05--1 hour; Form 8-A--3 hours; Form 8-C--2 hours; 
Form 8-K--2 hours; Form 10--215 hours; Form 10-C--1 hour; Form 10-K--
140 hours; Form 10-Q--100 hours; Form 12b-25--3 hours; Form 15--1 
hours; Form 25--1 hours; Schedule 13D--3 hours; Schedule 13E-3--3 
hours; Schedule 13G--3 hours; Schedule 14A--40 hours; Schedule 14C--40 
hours; Schedule 14D-1 (Schedule TO)--5 hours.
    Frequency of Response: Forms 6800/05 and 10-K and Schedule 14A are 
filed annually. Form 10-Q is filed quarterly. All other forms are filed 
based on each event or transaction.
    Existing annual burden: 717 hours.
    New estimated additional annual burden: 10,829 hours.
    Total Estimated Annual Burden: 11,546 hours.
    Comments are invited on: (a) Whether the collection of information 
is necessary for the proper performance of the FDIC's functions, 
including whether the information has practical utility; (b) the 
accuracy of the estimates of the burden of the information collection, 
including the validity of the methodology and assumptions used; (c) 
ways to enhance the quality, utility, and clarity of the information to 
be collected; and (d) ways to minimize the burden of the information 
collection on respondents, including through the use of automated 
collection techniques or other forms of information technology. All 
comments will become a matter of public record.

[[Page 22067]]

B. The Regulatory Flexibility Act

    The Regulatory Flexibility Act (``RFA''), requires that, in 
connection with a notice of proposed rulemaking, an agency prepare and 
make available for public comment an initial regulatory flexibility 
analysis that describes the impact of the proposed rule on small 
entities (defined in regulations promulgated by the Small Business 
Administration to include banking organizations with total assets of 
less than or equal to $500 million).\27\ However, a regulatory 
flexibility analysis is not required if the agency certifies that the 
rule will not have a significant economic impact on a substantial 
number of small entities, and publishes its certification and a short 
explanatory statement in the Federal Register together with the rule.
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    \27\ 5 U.S.C. 601 et seq.
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    As discussed in this notice of proposed rulemaking, part 390 
subpart U was transferred from the OTS's part 563d, which governs the 
public disclosure and filing requirements of State savings associations 
that issue securities registered pursuant to the Exchange Act. The 
corresponding FDIC rule for State nonmember banks is 12 CFR part 335. 
After careful review of both rules, the FDIC proposes to remove part 
390 subpart U in its entirety and revise part 335 to incorporate State 
savings associations into the scope of the part.
    For the purposes of the RFA analysis, savings associations with 
total assets of $500 million or less are considered ``small entities.'' 
Additionally, the Exchange Act exempts an issuer of securities from the 
registration and reporting requirements of the Act if it does not meet 
the statutory registration threshold under section 12(g) of the 
Exchange Act unless the issuer lists its securities on a national 
exchange and is subject to registration under section 12(b) of the 
Exchange Act. Under section 12(g), a savings association that issues 
securities is subject to the Exchange Act requirements if, as of the 
last day of its last fiscal year, it has total assets of more than $10 
million and a class of equity securities (other than an exempted 
security) held of record by either 2,000 persons or 500 persons who are 
not accredited investors.\28\
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    \28\ 15 U.S.C. 78l(g)(1)(A). Based on the statutory language of 
the Exchange Act, savings associations would not fall under the 
higher registration exemption thresholds provided to banks and bank 
holding companies pursuant to the Jumpstart Our Business Startups 
Act (``JOBS Act''), which was enacted April 5, 2012.
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    Consequently, insured State savings associations that have total 
assets of $500 million or less and meet the registration threshold 
under section 12(g) would be affected by this proposed rule. Based on 
both of the section 12(g) criteria, as of the current date, there is 
one insured State savings associations that would be affected by the 
proposed rule out of a total universe of 58 insured State savings 
associations. The proposed rule also would apply to insured State 
savings associations with securities listed on a national exchange; 
however, as of the current date, no insured State savings association 
has listed securities. Therefore, a substantial number of small 
entities would not be affected.
    Additionally, as discussed in the proposed rule, part 390 subpart U 
and part 335 are substantively similar as both State nonmember banks 
and State savings associations are subject to the same provisions of 
the Exchange Act and the SOX Act. Both parts incorporate by reference 
the same SEC rules such that registered State nonmember banks and State 
savings associations currently must comply with substantially similar 
forms and reporting obligations. Therefore, there would be no 
additional compliance burden imposed on registered State savings 
associations that would result in a significant economic impact on 
small State savings associations.
    For these reasons, the FDIC certifies that the Proposed Rule, if 
adopted in final form, would not have a significant economic impact on 
a substantial number of small entities, within the meaning of those 
terms as used in the RFA. Accordingly, a regulatory flexibility 
analysis is not required.



C. Plain Language

    Section 722 of the Gramm-Leach-Bliley Act, Public Law 106-102, 113 
Stat. 1338, 1471, 12 U.S.C. 4809, requires each Federal banking agency 
to use plain language in all of its proposed and final rules published 
after January 1, 2000. As a Federal banking agency subject to the 
provisions of this section, the FDIC has sought to present the proposed 
rule to rescind part 390 subpart U and revise part 335 in a simple and 
straightforward manner. The FDIC invites comments on whether the 
proposal is clearly stated and effectively organized, and how the FDIC 
might make the proposal easier to understand.

D. The Economic Growth and Regulatory Paperwork Reduction Act

    Under section 2222 of the Economic Growth and Regulatory Paperwork 
Reduction Act of 1996 (``EGRPRA''), the FDIC is required to review all 
of its regulations, at least once every 10 years, in order to identify 
any outdated or otherwise unnecessary regulations imposed on insured 
institutions.\29\ The FDIC completed the last comprehensive review of 
its regulations under EGRPRA in 2006 and is commencing the next 
decennial review. The action taken on this rule will be included as 
part of the EGRPRA review that is currently under way. As part of that 
review, the FDIC invites comments concerning whether the Proposed Rule 
would impose any outdated or unnecessary regulatory requirements on 
insured depository institutions. If you provide such comments, please 
be specific and provide alternatives whenever appropriate.
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    \29\ Public Law 104-208 (Sept. 30, 1996).
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List of Subjects

12 CFR Part 335

    Banks, banking, Savings Associations, Securities.

12 CFR Part 390

    Savings Associations, Securities.

Authority and Issuance

    For the reasons stated in the preamble, the Board of Directors of 
the Federal Deposit Insurance Corporation proposes to amend parts 335 
and 390 of title 12 of the Code of Federal Regulations as follows:

PART 335--SECURITIES OF STATE NONMEMBER BANKS AND STATE SAVINGS 
ASSOCIATIONS

0
1. The authority citation for part 335 is revised as follows:

    Authority:  12 U.S.C. 1819; 15 U.S.C. 78l(i), 78m, 78n, 78p, 
78w, 5412, 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265.

0
2. Revise the heading of part 335 to read as set forth above:
0
3. In Sec.  335.101, revise paragraph (a) to read as follows:


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

    (a) This part is issued by the Federal Deposit Insurance 
Corporation (the FDIC) under section 12(i) of the Securities Exchange 
Act of 1934, 15 U.S.C. 78 et seq. (the Exchange Act), and applies to 
all securities of FDIC-insured State nonmember banks (including foreign 
banks having an insured branch) and State savings associations that are 
subject to the registration requirements of section 12(b) or section 
12(g) of the Exchange Act. The FDIC is vested with the powers, 
functions, and duties of the Securities and Exchange Commission (SEC) 
to administer and enforce sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 
14(f),

[[Page 22068]]

and 16 of the Exchange Act (15 U.S.C. 78l, 78m, 78n(a), 78n(c), 78n(d), 
78n(f), and 78(p)), and sections 302, 303, 304, 306, 401(b), 404, 406, 
and 407 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7241, 7242, 7243, 
7244, 7261, 7262, 7264, and 7265) regarding State nonmember banks and 
State savings associations with one or more classes of securities 
subject to the registration provisions of sections 12(b) and 12(g) of 
the Exchange Act.
* * * * *
0
4. In Sec.  335.221, revise paragraph (b) to read as follows:


Sec.  335.221  Forms for registration of securities and cross reference 
to Regulation FD (Fair Disclosure).

* * * * *
    (b) The requirements for Financial Statements can generally be 
found in Regulation S-X (17 CFR part 210). Banks and State savings 
associations may also refer to the instructions for Federal Financial 
Institutions Examination Council (FFIEC) Consolidated Reports of 
Condition and Income when preparing unaudited interim statements. The 
requirements for Management's Discussion and Analysis of Financial 
Condition and Results of Operations can be found at 17 CFR part 229. 
Additional requirements are provided at Industry Guide 3, Statistical 
Disclosure by Bank Holding Companies, which is found at 17 CFR part 
229.
* * * * *
0
5. In Sec.  335.311, revise paragraph (b) to read as follows:


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

* * * * *
    (b) The requirements for Financial Statements can generally be 
found in Regulation S-X (17 CFR part 210). Banks and State savings 
associations may also refer to the instructions for FFIEC Consolidated 
Reports of Condition and Income when preparing unaudited interim 
reports. The requirements for Management's Discussion and Analysis of 
Financial Condition and Results of Operations can be found at 17 CFR 
part 229. Additional requirements are included in Industry Guide 3, 
Statistical Disclosure by Bank Holding Companies, which is found at 17 
CFR part 229.
0
6. In Sec.  335.701, revise paragraphs (a) and (b) to read as follows:


Sec.  335.701  Filing requirements, public reference, and 
confidentiality.

    (a) Filing requirements. Unless otherwise indicated in this part, 
one original and four conformed copies of all papers required to be 
filed with the FDIC under the Exchange Act or regulations thereunder 
shall be filed at its office in Washington, DC. Official filings may be 
filed electronically at https://www2.fdicconnect.gov/index.asp, except 
for FDIC Beneficial Ownership Forms 3, 4, and 5 for which electronic 
filing is mandatory as described in Sec. 335.801(b). Paper filings 
should be submitted to the FDIC's office in Washington, DC, and should 
be addressed as follows: Accounting and Securities Disclosure Section, 
Division of Risk Management Supervision, Federal Deposit Insurance 
Corporation, 550 17th Street, NW., Washington, DC 20429. Material may 
be filed by delivery to the FDIC through the mails or otherwise. The 
date on which paper filings are actually received by the designated 
FDIC office shall be the date of filing.
    (b) Inspection. Except as provided in paragraph (c) of this 
section, all information filed regarding a security registered with the 
FDIC will be available for inspection at the Federal Deposit Insurance 
Corporation, Accounting and Securities Disclosure Section, Division of 
Risk Management Supervision, 550 17th Street, NW., Washington, DC. 
Beneficial ownership report forms and other official filings that are 
electronically submitted to the FDIC are available for inspection on 
the FDIC's Web site at http://www2.fdic.gov/efr/
* * * * *
0
7. In Sec.  335.801, revise paragraphs (b)(6)(i) introductory text, 
(b)(7)(iii), (d) introductory text and (d)(1), (e)(1), (e)(2)(i), 
(e)(2)(ii), and (f)(2) to read as follows:


Sec.  335.801  Inapplicable SEC regulations; FDIC substituted 
regulations; additional information.

* * * * *
    (b) * * *
    (6) * * *
    (i) A filer may apply in writing for a continuing hardship 
exemption if all or part of a filing or group of filings otherwise to 
be filed in electronic format cannot be so filed without undue burden 
or expense. Such written application shall be made at least ten 
business days prior to the required due date of the filing(s) or the 
proposed filing date, as appropriate, or within such shorter period as 
may be permitted. The written application shall be sent to the 
Accounting and Securities Disclosure Section, Division of Risk 
Management Supervision, Federal Deposit Insurance Corporation, 550 17th 
Street, NW., Washington, DC 20429, and shall contain the information 
set forth in paragraph (b)(6)(ii) of this subsection.
* * * * *
    (7) * * *
    (iii) Where the FDIC's rules require a filer to furnish a national 
securities exchange, a national securities association, a bank, or 
State savings association, paper copies of a document filed with the 
FDIC in electronic format, signatures to such paper copies may be in 
typed form.
* * * * *
    (d) Indebtedness of management. Whenever this part of cross 
referenced provisions of the SEC regulations require disclosure of 
indebtedness of management, extensions of credit to specified persons 
in excess of ten (10) percent of the equity capital accounts of the 
bank or State savings associations or $5 million, whichever is less, 
shall be deemed material and shall be disclosed in addition to any 
other required disclosure. The disclosure of this material indebtedness 
shall include the largest aggregate amount of indebtedness (in dollar 
amounts, and as a percentage of total equity capital accounts at the 
time), including extensions of credit or overdrafts, endorsements and 
guarantees outstanding at any time since the beginning of the bank or 
State savings association's last fiscal year, and as of the latest 
practicable date.
    (1) If aggregate extensions of credit to all specified persons as a 
group exceeded 20 percent of the equity capital accounts of the bank or 
State savings association at any time since the beginning of the last 
fiscal year, the aggregate amount of such extensions of credit shall 
also be disclosed.
* * * * *
    (e) * * *
    (1) Three preliminary copies of each information statement, proxy 
statement, form of proxy, and other item of soliciting material to be 
furnished to security holders concurrently therewith, shall be filed 
with the FDIC by the bank, State savings association, or any other 
person making a solicitation subject to 12 CFR 335.401 at least ten 
calendar days (or 15 calendar days in the case of other than routine 
meetings, as defined in paragraph (e)(2) of this section) prior to the 
date such item is first sent or given to any security holders, or such 
shorter date as may be authorized.
    (2) * * *
    (i) A meeting with respect to which no one is soliciting proxies 
subject to 12 CFR 335.401 other than on behalf of the bank or State 
savings association and at which the bank or State savings

[[Page 22069]]

association intends to present no matters other than:
    (A) The election of directors;
    (B) The election, approval or ratification of accountants;
    (C) A Security holder proposal included pursuant to SEC Rule 14(a)-
8 (17 CFR 240.14a-8); and
    (D) The approval or ratification of a plan as defined in paragraph 
(a)(7)(ii) of Item 402 of SEC Regulation S-K (17 CFR 229.402(a)(7)(ii)) 
or amendments to such a plan; and
    (ii) The bank or State savings association does not comment upon or 
refer to a solicitation in opposition (as defined in 17 CFR 240.14a-6) 
in connection with the meeting in its proxy material.
* * * * *
    (f) * * *
    (2) The FDIC may, upon the written request of the bank or State 
savings association, and where consistent with the protection of 
investors, permit the omission of one or more of the statements or 
disclosures herein required, or the filing in substitution therefor of 
appropriate statements or disclosures of comparable character.
* * * * *


Sec.  335.901  [Removed]

0
8. Remove Sec.  335.901.

PART 390--REGULATIONS TRANSFERRED FROM THE OFFICE OF THRIFT 
SUPERVISION

0
9. The authority citation for part 390 is revised to read as follows:

    Authority: 12 U.S.C. 1819.

    Subpart A also issued under 12 U.S.C. 1820.
    Subpart B also issued under 12 U.S.C. 1818.
    Subpart C also issued under 5 U.S.C. 504; 554-557; 12 U.S.C. 
1464; 1467; 1468; 1817; 1818; 1820; 1829; 3349, 4717; 15 U.S.C. 78l; 
78o-5; 78u-2; 28 U.S.C. 2461 note; 31 U.S.C. 5321; 42 U.S.C. 4012a.
    Subpart D also issued under 12 U.S.C. 1817; 1818; 1820; 15 
U.S.C. 78l.
    Subpart E also issued under 12 U.S.C. 1813; 1831m; 15 U.S.C. 78.
    Subpart F also issued under 5 U.S.C. 552; 559; 12 U.S.C. 2901 et 
seq.
    Subpart G also issued under 12 U.S.C. 2810 et seq., 2901 et 
seq.; 15 U.S.C. 1691; 42 U.S.C. 1981, 1982, 3601-3619.
    Subpart I also issued under 12 U.S.C. 1831x.
    Subpart J also issued under 12 U.S.C. 1831p-1.
    Subpart K also issued under 12 U.S.C. 1817; 1818; 15 U.S.C. 78c; 
78l.
    Subpart L also issued under 12 U.S.C. 1831p-1.
    Subpart M also issued under 12 U.S.C. 1818.
    Subpart N also issued under 12 U.S.C. 1821.
    Subpart O also issued under 12 U.S.C. 1828.
    Subpart P also issued under 12 U.S.C. 1470; 1831e; 1831n; 1831p-
1; 3339.
    Subpart Q also issued under 12 U.S.C. 1462; 1462a; 1463; 1464.
    Subpart R also issued under 12 U.S.C. 1463; 1464; 1831m; 1831n; 
1831p-1.
    Subpart S also issued under 12 U.S.C. 1462; 1462a; 1463; 1464; 
1468a; 1817; 1820; 1828; 1831e; 1831o; 1831p-1; 1881-1884; 3207; 
3339; 15 U.S.C. 78b; 78l; 78m; 78n; 78p; 78q; 78w; 31 U.S.C. 5318; 
42 U.S.C. 4106.
    Subpart T also issued under 12 U.S.C. 1462a; 1463; 1464; 15 
U.S.C. 78c; 78l; 78m; 78n; 78w.
    Subpart V also issued under 12 U.S.C. 3201-3208.
    Subpart W also issued under 12 U.S.C. 1462a; 1463; 1464; 15 
U.S.C. 78c; 78l; 78m; 78n; 78p; 78w.
    Subpart X also issued under 12 U.S.C. 1462; 1462a; 1463; 1464; 
1828; 3331 et seq.
    Subpart Y also issued under 12 U.S.C. 1831o.
    Subpart Z also issued under 12 U.S.C. 1462; 1462a; 1463; 1464; 
1828 (note).

PART 390 Subpart U--[Removed and Reserved]

0
10. Remove and reserve part 390 subpart U, consisting of Sec. Sec.  
390.390 through 390.395.
0
11. In Sec.  390.321, revise paragraph (b)(2) to read as follows:


Sec.  390.321  Regulatory reports.

* * * * *
    (b) * * *
    (2) Exceptions. Regulatory reporting requirements that are not 
consistent with GAAP, if any, are not required to be reflected in the 
audited financial statements, including financial statements contained 
in securities filings submitted to the FDIC pursuant to the Securities 
Exchange Act of 1934 or subpart W and 12 CFR part 192.
* * * * *


Sec.  390.380  [Amended]

0
12. In Sec.  390.380, remove paragraph (a)(3).

    Dated at Washington, DC, this 8th day of April 2014.

    By order of the Board of Directors.

Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2014-08261 Filed 4-18-14; 8:45 am]
BILLING CODE 6714-01-P