59780 Federal Register / Vol. 69, No. 193 / Wednesday, October 6, 2004 / Rules and Regulations
committee files its report with the
Commission.
(B) The covering period of a
supplement to the report means the
period of time beginning on the day
after the ending date of the covering
period of the original report, or the most
recent supplement thereto, and ending
no earlier than 15 days before the day
on which the inaugural committee files
such supplement with the Commission.
(ii) Cumulative totals from the date of
the inaugural committee’s appointment
by the President-elect for all:
(A) Donations reported under
paragraph (c)(6)(iii) of this section;
(B) Refunds reported under paragraph
(c)(6)(iv) of this section; and
(C) Net reported donations;
(iii) Itemization of previously
unreported donations of $200 or more,
and donations that aggregate $200 or
more, including:
(A) The full name of each person who
made such a donation, including first
name, middle name or initial, if
available, and last name, in the case of
an individual;
(B) The address of each such person;
(C) The amount of each such
donation; and
(D) The date of receipt of each such
donation; and
(iv) Itemization of previously
unreported refunds of previously, or
contemporaneously, reported donations,
including:
(A) The full name of each person to
whom such a refund was made,
including first name, middle name or
initial, if available, and last name, in the
case of an individual;
(B) The address of each such person;
(C) The amount of each such refund;
and
(D) The date of each such refund.
(d) Recordkeeping. All inaugural
committees must maintain records in
accordance with 11 CFR 104.14.
PART 110—CONTRIBUTION AND
EXPENDITURE LIMITATIONS AND
PROHIBITIONS
4. The authority citation for Part 110 is
revised to read as follows:
Authority: 2 U.S.C. 431(8), 431(9),
432(c)(2), 437d, 438(a)(8), 441a, 441b, 441d,
441e, 441f, 441g, 441h, and 441k, and 36
U.S.C. 510.
5. The subject heading of§ 110.20 is
revised and paragraph (j) is added to read
as follows:
§ 110.20 Prohibition on contributions,
donations, expenditures, independent
expenditures, and disbursements by
foreign nationals (2 U.S.C. 441e, 36 U.S.C.
510).
* * * * *
(j) Donations by foreign nationals to
inaugural committees. A foreign
national shall not, directly or indirectly,
make a donation to an inaugural
committee, as defined in 11 CFR
104.21(a)(1). No person shall knowingly
accept from a foreign national any
donation to an inaugural committee.
Dated: September 30, 2004.
Bradley A. Smith,
Chairman, Federal Election Commission.
[FR Doc. 04–22393 Filed 10–5–04; 8:45 a.m.]
BILLING CODE 6715 –01–P
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Part 335
RIN 3064–AC79
Securities of Nonmember Insured
Banks
AGENCY: Federal Deposit Insurance
Corporation (FDIC).
ACTION: Final rule.
SUMMARY: The FDIC is adopting a final
rule, unchanged from an interim final
rule published on April 12, 2004 in the
Federal Register (see 69 FR 19085),
which confirms amendments to its
securities disclosure regulations
applicable to banks with securities
registered under section 12 of the
Securities Exchange Act of 1934
(Exchange Act). These amendments
implemented the requirements of the
Exchange Act, as amended by the
Sarbanes-Oxley Act of 2002, which
mandates electronic filing of reports
related to beneficial ownership of
securities by the directors, executive
officers, and principal shareholders of
public companies. Prior to issuance of
the interim final rule, the FDIC’s
securities disclosure regulations
prohibited electronically transmitted
filings or submissions of materials in
electronic format to the FDIC. The
amended rules provide an exception to
this prohibition, requiring electronically
transmitted filings of beneficial
ownership reports by bank directors,
officers, and principal shareholders to
disclose securities transactions and
ownership. Related technical or
procedural provisions were also
amended as appropriate.
DATES: These amendments are effective
on October 6, 2004.
FOR FURTHER INFORMATION CONTACT:
Dennis Chapman, Senior Staff
Accountant, Division of Supervision
and Consumer Protection, (202) 898–
8922; Mary Frank, Senior Financial
Analyst, Division of Supervision and
Consumer Protection, (202) 898–8903;
or Carl J. Gold, Counsel, Legal Division,
(202) 898–8702, Federal Deposit
Insurance Corporation, 550 17th Street,
NW., Washington, DC 20429.
SUPPLEMENTARY INFORMATION:
I. Background and Authority for This
Final Rule
a. Appropriate Federal Banking Agency
Authority Under the Exchange Act
Section 12(i) of the Securities
Exchange Act of 1934 as amended (15
U.S.C. 78l(i)) authorizes the Federal
banking agencies (the FDIC, the Board of
Governors of the Federal Reserve
System (FRB), the Office of the
Comptroller of the Currency (OCC), and
the Office of Thrift Supervision (OTS))
to enforce sections 10A(m) (standards
relating to audit committees), 12
(securities registration), 13 (periodic
reporting), 14(a) (proxies and proxy
solicitation), 14(c) (information
statements), 14(d) (tender offers), 14(f)
(arrangements for changes in directors),
and 16 (beneficial ownership and
reporting) of the Exchange Act, and
sections 302 (corporate responsibility
for financial reports), 303 (improper
influence on conduct of audits), 304
(forfeiture of certain bonuses and
profits), 306 (insider trades during
pension blackout periods), 401(b)
(disclosure of pro forma financial
information), 404 (management
assessment of internal controls), 406
(code of ethics for senior financial
officers), and 407 (disclosure of audit
committee financial expert) of the
Sarbanes-Oxley Act of 2002, in regard to
the depository institutions for which
each Federal banking agency is,
respectively, the primary federal
supervisor. The Exchange Act seeks to
protect investors by requiring accurate,
reliable, and timely corporate securities
disclosures.
The FDIC is authorized, in
administering the above-listed statutory
provisions, to promulgate 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 (collectively referred
to as ‘‘state nonmember banks’’). These
regulations must be substantially similar
to the regulations of the Securities and
Exchange Commission (SEC) under the
listed sections of the Exchange Act and
the Sarbanes-Oxley Act, unless the FDIC
publishes its reasons for deviating from
the SEC’s rules.
b. Section 16 of the Exchange Act
Section 16 of the Exchange Act
applies to every person who is the
VerDate jul<14>2003 18:27 Oct 05, 2004 Jkt 205001 PO 00000 Frm 00020 Fmt 4700 Sfmt 4700 E:\FR\FM\06OCR1.SGM 06OCR1
committee files its report with the
Commission.
(B) The covering period of a
supplement to the report means the
period of time beginning on the day
after the ending date of the covering
period of the original report, or the most
recent supplement thereto, and ending
no earlier than 15 days before the day
on which the inaugural committee files
such supplement with the Commission.
(ii) Cumulative totals from the date of
the inaugural committee’s appointment
by the President-elect for all:
(A) Donations reported under
paragraph (c)(6)(iii) of this section;
(B) Refunds reported under paragraph
(c)(6)(iv) of this section; and
(C) Net reported donations;
(iii) Itemization of previously
unreported donations of $200 or more,
and donations that aggregate $200 or
more, including:
(A) The full name of each person who
made such a donation, including first
name, middle name or initial, if
available, and last name, in the case of
an individual;
(B) The address of each such person;
(C) The amount of each such
donation; and
(D) The date of receipt of each such
donation; and
(iv) Itemization of previously
unreported refunds of previously, or
contemporaneously, reported donations,
including:
(A) The full name of each person to
whom such a refund was made,
including first name, middle name or
initial, if available, and last name, in the
case of an individual;
(B) The address of each such person;
(C) The amount of each such refund;
and
(D) The date of each such refund.
(d) Recordkeeping. All inaugural
committees must maintain records in
accordance with 11 CFR 104.14.
PART 110—CONTRIBUTION AND
EXPENDITURE LIMITATIONS AND
PROHIBITIONS
4. The authority citation for Part 110 is
revised to read as follows:
Authority: 2 U.S.C. 431(8), 431(9),
432(c)(2), 437d, 438(a)(8), 441a, 441b, 441d,
441e, 441f, 441g, 441h, and 441k, and 36
U.S.C. 510.
5. The subject heading of§ 110.20 is
revised and paragraph (j) is added to read
as follows:
§ 110.20 Prohibition on contributions,
donations, expenditures, independent
expenditures, and disbursements by
foreign nationals (2 U.S.C. 441e, 36 U.S.C.
510).
* * * * *
(j) Donations by foreign nationals to
inaugural committees. A foreign
national shall not, directly or indirectly,
make a donation to an inaugural
committee, as defined in 11 CFR
104.21(a)(1). No person shall knowingly
accept from a foreign national any
donation to an inaugural committee.
Dated: September 30, 2004.
Bradley A. Smith,
Chairman, Federal Election Commission.
[FR Doc. 04–22393 Filed 10–5–04; 8:45 a.m.]
BILLING CODE 6715 –01–P
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Part 335
RIN 3064–AC79
Securities of Nonmember Insured
Banks
AGENCY: Federal Deposit Insurance
Corporation (FDIC).
ACTION: Final rule.
SUMMARY: The FDIC is adopting a final
rule, unchanged from an interim final
rule published on April 12, 2004 in the
Federal Register (see 69 FR 19085),
which confirms amendments to its
securities disclosure regulations
applicable to banks with securities
registered under section 12 of the
Securities Exchange Act of 1934
(Exchange Act). These amendments
implemented the requirements of the
Exchange Act, as amended by the
Sarbanes-Oxley Act of 2002, which
mandates electronic filing of reports
related to beneficial ownership of
securities by the directors, executive
officers, and principal shareholders of
public companies. Prior to issuance of
the interim final rule, the FDIC’s
securities disclosure regulations
prohibited electronically transmitted
filings or submissions of materials in
electronic format to the FDIC. The
amended rules provide an exception to
this prohibition, requiring electronically
transmitted filings of beneficial
ownership reports by bank directors,
officers, and principal shareholders to
disclose securities transactions and
ownership. Related technical or
procedural provisions were also
amended as appropriate.
DATES: These amendments are effective
on October 6, 2004.
FOR FURTHER INFORMATION CONTACT:
Dennis Chapman, Senior Staff
Accountant, Division of Supervision
and Consumer Protection, (202) 898–
8922; Mary Frank, Senior Financial
Analyst, Division of Supervision and
Consumer Protection, (202) 898–8903;
or Carl J. Gold, Counsel, Legal Division,
(202) 898–8702, Federal Deposit
Insurance Corporation, 550 17th Street,
NW., Washington, DC 20429.
SUPPLEMENTARY INFORMATION:
I. Background and Authority for This
Final Rule
a. Appropriate Federal Banking Agency
Authority Under the Exchange Act
Section 12(i) of the Securities
Exchange Act of 1934 as amended (15
U.S.C. 78l(i)) authorizes the Federal
banking agencies (the FDIC, the Board of
Governors of the Federal Reserve
System (FRB), the Office of the
Comptroller of the Currency (OCC), and
the Office of Thrift Supervision (OTS))
to enforce sections 10A(m) (standards
relating to audit committees), 12
(securities registration), 13 (periodic
reporting), 14(a) (proxies and proxy
solicitation), 14(c) (information
statements), 14(d) (tender offers), 14(f)
(arrangements for changes in directors),
and 16 (beneficial ownership and
reporting) of the Exchange Act, and
sections 302 (corporate responsibility
for financial reports), 303 (improper
influence on conduct of audits), 304
(forfeiture of certain bonuses and
profits), 306 (insider trades during
pension blackout periods), 401(b)
(disclosure of pro forma financial
information), 404 (management
assessment of internal controls), 406
(code of ethics for senior financial
officers), and 407 (disclosure of audit
committee financial expert) of the
Sarbanes-Oxley Act of 2002, in regard to
the depository institutions for which
each Federal banking agency is,
respectively, the primary federal
supervisor. The Exchange Act seeks to
protect investors by requiring accurate,
reliable, and timely corporate securities
disclosures.
The FDIC is authorized, in
administering the above-listed statutory
provisions, to promulgate 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 (collectively referred
to as ‘‘state nonmember banks’’). These
regulations must be substantially similar
to the regulations of the Securities and
Exchange Commission (SEC) under the
listed sections of the Exchange Act and
the Sarbanes-Oxley Act, unless the FDIC
publishes its reasons for deviating from
the SEC’s rules.
b. Section 16 of the Exchange Act
Section 16 of the Exchange Act
applies to every person who is the
VerDate jul<14>2003 18:27 Oct 05, 2004 Jkt 205001 PO 00000 Frm 00020 Fmt 4700 Sfmt 4700 E:\FR\FM\06OCR1.SGM 06OCR1
59781Federal Register / Vol. 69, No. 193 / Wednesday, October 6, 2004 / Rules and Regulations
beneficial owner of more than 10
percent of a class of equity securities
registered under section 12 of the
Exchange Act and to each officer and
director of the issuer of the security
(collectively, ‘‘reporting persons,’’
‘‘insiders,’’ or ‘‘filers’’). Upon becoming
a reporting person, or upon the section
12 registration of that class of securities,
section 16(a) requires a reporting person
to file an initial report with the SEC (or
in the case of an insured depository
institution, its appropriate Federal
banking agency) disclosing the amount
of his or her beneficial ownership of all
equity securities of the issuer. To keep
this information current, section 16(a)
also requires reporting persons to report
changes in their beneficial ownership.
Prior to the Sarbanes-Oxley Act,
insiders of state nonmember banks with
a class of equity securities registered
under section 12 of the Exchange Act
filed these beneficial ownership reports
on paper. In the case of insiders
connected to state nonmember banks,
reports were filed using FDIC Forms F–
7, F–8, and F–8A.
c. Sarbanes-Oxley Act Amendments to
Section 16
As amended by section 403 of the
Sarbanes-Oxley Act of 2002, Public Law
107–204 (July 30, 2002), section 16(a) of
the Exchange Act (15 U.S.C. 78p(a))
requires electronic submission of certain
beneficial ownership reports submitted
on or after July 30, 2003. The SEC or,
respectively, the appropriate Federal
banking agency, is required to make
those filings available to the public on
the Internet. Institutions with Web sites
are required to post their insiders’
change in beneficial ownership reports
on their Internet Web sites. In addition,
section 16, as amended by Sarbanes-
Oxley, requires filing of beneficial
ownership reports before the end of the
second business day following the day
on which the subject transaction was
executed (effective for transactions on or
after August 29, 2002).
II. Development and Initiation of
Electronic Filing System for Beneficial
Ownership Reports
On August 27, 2002, the SEC adopted
rule amendments to implement the
accelerated filing deadline for beneficial
ownership reports [see SEC Release No.
34–46421 (Sept. 3, 2002) [67 FR 56462]].
These amendments have, since their
adoption, been applicable to insiders of
state nonmember banks in accordance
with section 335.601 of the FDIC rules.
Previously, beneficial ownership reports
filed by insiders of state nonmember
banks were filed with the FDIC within
10 days from the end of the month of
the transaction. On May 7, 2003, the
SEC issued a final rule implementing
the electronic submission requirements
for beneficial ownership reports as
required by section 16 of the Exchange
Act as amended [SEC Release No. 34–
47809 (May 13, 2003) [68 FR 25788]].
On July 30, 2003, the FDIC, FRB, and
OCC established an interagency
electronic filing system for these
beneficial ownership reports, hosted on
the FDIC’s web site. See FIL–60–2003,
Federal Banking Agencies Announce
New Interagency Electronic Filing
System for Beneficial Ownership
Reports (July 28, 2003) [http://
www.fdic.gov/news/news/financial/
2003/fil0360.html]. The OTS joined this
filing system on October 27, 2003. See
OTS 03–36, Office of Thrift Supervision
Joins the FDIC’s Interagency Electronic
Filing System for Beneficial Ownership
Reports (October 30, 2003) [http://
www.ots.treas.gov/docs/7/77336.html].
The filing of beneficial ownership
reports using the electronic interagency
filing system was authorized for insiders
of state nonmember banks beginning
July 30, 2003, to provide an initial
period to test the efficacy of the system.
III. Interim Final Rule and Request for
Comments
On April 12, 2004, the FDIC
published in the Federal Register (69
FR 19085) an interim final rule which,
consistent with Sarbanes-Oxley,
provided an exception to a prohibition
in part 335 of the FDIC’s rules on
electronic filing of required reports.
Effective June 11, 2004, the rule
required the electronic transmission of
beneficial ownership reports by bank
directors, officers, and principal
shareholders to disclose securities
transactions and ownership. The
interim final rule also made certain
technical or procedural amendments to
part 335. The FDIC invited comment on
the interim final rule, with comments
due by June 11, 2004. The FDIC
specifically invited comment on
whether the FDIC’s rules should include
a provision like one in the SEC’s rules
for its EDGAR system that protects an
electronic filer from the liability and
anti-fraud provisions of the federal
securities laws with respect to an error
or omission in an electronic filing
resulting solely from electronic
transmission errors beyond the control
of the filer, where the filer corrects the
error or omission by the filing of an
amendment in electronic format as soon
as reasonably practicable after the
electronic filer becomes aware of the
error or omission.
One comment was filed on the
interim final rule. The commenter, a
trade association for insured depository
institutions, stated that persons filing
beneficial ownership reports
electronically with the FDIC should be
protected from liability to the same
extent as filers with the SEC. However,
the commenter believed it is unclear
whether the FDIC’s authority under
Section 12(i) of the Exchange Act is
sufficient to incorporate the protection
provided by the SEC. Therefore, the
commenter argued, the FDIC should
include in its regulations specific
language to this effect.
IV. Final Rule
a. Effect of Sarbanes-Oxley Act
The FDIC’s securities disclosure
regulations, which contain registration
and reporting requirements applicable
to state nonmember banks with
securities registered under section 12 of
the Exchange Act (registered banks), are
contained in 12 CFR part 335. Before the
effective date of section 403 of the
Sarbanes-Oxley Act, part 335 of the
FDIC rules prohibited any electronically
transmitted filings or submissions of
materials in electronic format to the
FDIC. In regard to the filing of beneficial
ownership reports, that prohibition was
superseded by section 403 of the
Sarbanes-Oxley Act of 2002, which
amended section 16 of the Exchange
Act.
b. Electronic Filing Requirements
As amended, 12 CFR part 335 makes
clear that, except in limited
circumstances described below,
beneficial ownership reports by state
nonmember bank insiders are to be filed
electronically with the FDIC, consistent
with timeframes provided in section 16
of the Exchange Act and SEC
regulations. Mandated electronic filing
benefits members of the investing public
and the financial community by making
information contained in the filings
available to them immediately after
receipt by the FDIC. Electronically filed
information concerning insiders’
transactions in registered bank equity
securities will be publicly accessible
substantially sooner and more readily
than before. The electronic format of the
filed information facilitates research and
data analysis by investors and the
public. The accelerated filing
requirements of section 16(a) of the
Exchange Act that took effect on August
29, 2002, also make electronic filing of
beneficial ownership reports more
useful to the public. Finally, the FDIC
believes that investors want electronic
access to these forms, that reports of
insiders’ transactions in equity
securities of registered banks provide
VerDate jul<14>2003 16:57 Oct 05, 2004 Jkt 205001 PO 00000 Frm 00021 Fmt 4700 Sfmt 4700 E:\FR\FM\06OCR1.SGM 06OCR1
beneficial owner of more than 10
percent of a class of equity securities
registered under section 12 of the
Exchange Act and to each officer and
director of the issuer of the security
(collectively, ‘‘reporting persons,’’
‘‘insiders,’’ or ‘‘filers’’). Upon becoming
a reporting person, or upon the section
12 registration of that class of securities,
section 16(a) requires a reporting person
to file an initial report with the SEC (or
in the case of an insured depository
institution, its appropriate Federal
banking agency) disclosing the amount
of his or her beneficial ownership of all
equity securities of the issuer. To keep
this information current, section 16(a)
also requires reporting persons to report
changes in their beneficial ownership.
Prior to the Sarbanes-Oxley Act,
insiders of state nonmember banks with
a class of equity securities registered
under section 12 of the Exchange Act
filed these beneficial ownership reports
on paper. In the case of insiders
connected to state nonmember banks,
reports were filed using FDIC Forms F–
7, F–8, and F–8A.
c. Sarbanes-Oxley Act Amendments to
Section 16
As amended by section 403 of the
Sarbanes-Oxley Act of 2002, Public Law
107–204 (July 30, 2002), section 16(a) of
the Exchange Act (15 U.S.C. 78p(a))
requires electronic submission of certain
beneficial ownership reports submitted
on or after July 30, 2003. The SEC or,
respectively, the appropriate Federal
banking agency, is required to make
those filings available to the public on
the Internet. Institutions with Web sites
are required to post their insiders’
change in beneficial ownership reports
on their Internet Web sites. In addition,
section 16, as amended by Sarbanes-
Oxley, requires filing of beneficial
ownership reports before the end of the
second business day following the day
on which the subject transaction was
executed (effective for transactions on or
after August 29, 2002).
II. Development and Initiation of
Electronic Filing System for Beneficial
Ownership Reports
On August 27, 2002, the SEC adopted
rule amendments to implement the
accelerated filing deadline for beneficial
ownership reports [see SEC Release No.
34–46421 (Sept. 3, 2002) [67 FR 56462]].
These amendments have, since their
adoption, been applicable to insiders of
state nonmember banks in accordance
with section 335.601 of the FDIC rules.
Previously, beneficial ownership reports
filed by insiders of state nonmember
banks were filed with the FDIC within
10 days from the end of the month of
the transaction. On May 7, 2003, the
SEC issued a final rule implementing
the electronic submission requirements
for beneficial ownership reports as
required by section 16 of the Exchange
Act as amended [SEC Release No. 34–
47809 (May 13, 2003) [68 FR 25788]].
On July 30, 2003, the FDIC, FRB, and
OCC established an interagency
electronic filing system for these
beneficial ownership reports, hosted on
the FDIC’s web site. See FIL–60–2003,
Federal Banking Agencies Announce
New Interagency Electronic Filing
System for Beneficial Ownership
Reports (July 28, 2003) [http://
www.fdic.gov/news/news/financial/
2003/fil0360.html]. The OTS joined this
filing system on October 27, 2003. See
OTS 03–36, Office of Thrift Supervision
Joins the FDIC’s Interagency Electronic
Filing System for Beneficial Ownership
Reports (October 30, 2003) [http://
www.ots.treas.gov/docs/7/77336.html].
The filing of beneficial ownership
reports using the electronic interagency
filing system was authorized for insiders
of state nonmember banks beginning
July 30, 2003, to provide an initial
period to test the efficacy of the system.
III. Interim Final Rule and Request for
Comments
On April 12, 2004, the FDIC
published in the Federal Register (69
FR 19085) an interim final rule which,
consistent with Sarbanes-Oxley,
provided an exception to a prohibition
in part 335 of the FDIC’s rules on
electronic filing of required reports.
Effective June 11, 2004, the rule
required the electronic transmission of
beneficial ownership reports by bank
directors, officers, and principal
shareholders to disclose securities
transactions and ownership. The
interim final rule also made certain
technical or procedural amendments to
part 335. The FDIC invited comment on
the interim final rule, with comments
due by June 11, 2004. The FDIC
specifically invited comment on
whether the FDIC’s rules should include
a provision like one in the SEC’s rules
for its EDGAR system that protects an
electronic filer from the liability and
anti-fraud provisions of the federal
securities laws with respect to an error
or omission in an electronic filing
resulting solely from electronic
transmission errors beyond the control
of the filer, where the filer corrects the
error or omission by the filing of an
amendment in electronic format as soon
as reasonably practicable after the
electronic filer becomes aware of the
error or omission.
One comment was filed on the
interim final rule. The commenter, a
trade association for insured depository
institutions, stated that persons filing
beneficial ownership reports
electronically with the FDIC should be
protected from liability to the same
extent as filers with the SEC. However,
the commenter believed it is unclear
whether the FDIC’s authority under
Section 12(i) of the Exchange Act is
sufficient to incorporate the protection
provided by the SEC. Therefore, the
commenter argued, the FDIC should
include in its regulations specific
language to this effect.
IV. Final Rule
a. Effect of Sarbanes-Oxley Act
The FDIC’s securities disclosure
regulations, which contain registration
and reporting requirements applicable
to state nonmember banks with
securities registered under section 12 of
the Exchange Act (registered banks), are
contained in 12 CFR part 335. Before the
effective date of section 403 of the
Sarbanes-Oxley Act, part 335 of the
FDIC rules prohibited any electronically
transmitted filings or submissions of
materials in electronic format to the
FDIC. In regard to the filing of beneficial
ownership reports, that prohibition was
superseded by section 403 of the
Sarbanes-Oxley Act of 2002, which
amended section 16 of the Exchange
Act.
b. Electronic Filing Requirements
As amended, 12 CFR part 335 makes
clear that, except in limited
circumstances described below,
beneficial ownership reports by state
nonmember bank insiders are to be filed
electronically with the FDIC, consistent
with timeframes provided in section 16
of the Exchange Act and SEC
regulations. Mandated electronic filing
benefits members of the investing public
and the financial community by making
information contained in the filings
available to them immediately after
receipt by the FDIC. Electronically filed
information concerning insiders’
transactions in registered bank equity
securities will be publicly accessible
substantially sooner and more readily
than before. The electronic format of the
filed information facilitates research and
data analysis by investors and the
public. The accelerated filing
requirements of section 16(a) of the
Exchange Act that took effect on August
29, 2002, also make electronic filing of
beneficial ownership reports more
useful to the public. Finally, the FDIC
believes that investors want electronic
access to these forms, that reports of
insiders’ transactions in equity
securities of registered banks provide
VerDate jul<14>2003 16:57 Oct 05, 2004 Jkt 205001 PO 00000 Frm 00021 Fmt 4700 Sfmt 4700 E:\FR\FM\06OCR1.SGM 06OCR1