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Europe. Recent years have seen a

significant shift in export destinations,

however, with Europe’s share declining

to 30 percent of inshell shipments

(3,321 tons) in the 2002–2003 season.

Inshell shipments to Asia have

increased dramatically in the past few

years, growing to 55 percent of total

exports of 10,979 tons in the 2002–2003

season. Hong Kong is the largest export

destination, followed by China. The

industry continues to pursue export

opportunities.

There are some reporting,

recordkeeping, and other compliance

requirements under the order. The

reporting and recordkeeping burdens

are necessary for compliance purposes

and for developing statistical data for

maintenance of the program. The

information collection requirements

have been previously approved by the

Office of Management and Budget under

OMB No. 0581–0178. The forms require

information which is readily available

from handler records and which can be

provided without data processing

equipment or trained statistical staff. As

with all Federal marketing order

programs, reports and forms are

periodically reviewed to reduce

information requirements and

duplication by industry and public

sector agencies. This rule does not

change those requirements. In addition,

USDA has not identified any relevant

Federal rules that duplicate, overlap or

conflict with this rule.

Further, the Board’s meetings were

widely publicized throughout the

hazelnut industry and all interested

persons were invited to attend the

meetings and participate in Board

deliberations. Like all Board meetings,

those held on August 28 and November

13, 2003, were public meetings and all

entities, both large and small, were able

to express their views on this issue.

Finally, interested persons were invited

to submit information on the regulatory

and informational impacts of this action

on small businesses

ited to attend the

meetings and participate in Board

deliberations. Like all Board meetings,

those held on August 28 and November

13, 2003, were public meetings and all

entities, both large and small, were able

to express their views on this issue.

Finally, interested persons were invited

to submit information on the regulatory

and informational impacts of this action

on small businesses.

An interim final rule concerning this

action was published in the Federal

Register on January 16, 2004. The

Board’s staff mailed copies of this rule

to all Board members. In addition, the

rule was made available through the

Internet by the Office of the Federal

Register and USDA. That rule provided

for a 60-day comment period that ended

March 16, 2004. Two comments were

received during that period. However,

because the comments did not address

the substance of the interim final rule,

they are not being considered in this

finalization.

A small business guide on complying

with fruit, vegetable, and specialty crop

marketing agreements and orders may

be viewed at: http://www.ams.usda.gov/

fv/moab.html. Any questions about the

compliance guide should be sent to Jay

Guerber at the previously mentioned

address in the FOR FURTHER INFORMATION

CONTACT section.

After consideration of all relevant

material presented, including the

Board’s recommendation, and other

information, it is found that finalizing

the interim final rule, without change,

as published in the Federal Register (69

FR 2493, January 16, 2004) will tend to

effectuate the declared policy of the Act.

List of Subjects in 7 CFR Part 982

Filberts, Hazelnuts, Marketing

agreements, Nuts, Reporting and

recordkeeping requirements.

PART 982—HAZELNUTS GROWN IN

OREGON AND WASHINGTON

I Accordingly, the interim final rule

amending 7 CFR part 982 which was

published at 69 FR 2493 on January 16,

2004, is adopted as a final rule without

change.

Dated: April 6, 2004.

A.J. Yates,

Administrator, Agricultural Marketing

Service.

[FR Doc

berts, Hazelnuts, Marketing

agreements, Nuts, Reporting and

recordkeeping requirements.

PART 982—HAZELNUTS GROWN IN

OREGON AND WASHINGTON

I Accordingly, the interim final rule

amending 7 CFR part 982 which was

published at 69 FR 2493 on January 16,

2004, is adopted as a final rule without

change.

Dated: April 6, 2004.

A.J. Yates,

Administrator, Agricultural Marketing

Service.

[FR Doc. 04–8213 Filed 4–9–04; 8:45 am]

BILLING CODE 3410–02–P

FEDERAL DEPOSIT INSURANCE

CORPORATION

12 CFR Part 335

RIN 3064–AC79

Securities of Nonmember Insured

Banks

AGENCY: Federal Deposit Insurance

Corporation (FDIC).

ACTION: Interim final rule; request for

comment.

SUMMARY: The FDIC is adopting, on an

interim basis, a final rule amending its

securities disclosure regulations

applicable to banks with securities

registered under section 12 of the

Securities Exchange Act of 1934

(Exchange Act). This amendment

implements 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. Current provisions of

the FDIC’s securities disclosure

regulations prohibit 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 are

also being amended as appropriate.

DATES: These amendments are effective

on June 11, 2004. Written comments

must be received by the FDIC not later

than June 11, 2004. These amendments

may be immediately followed by the

affected party

ts by bank

directors, officers and principal

shareholders to disclose securities

transactions and ownership. Related

technical or procedural provisions are

also being amended as appropriate.

DATES: These amendments are effective

on June 11, 2004. Written comments

must be received by the FDIC not later

than June 11, 2004. These amendments

may be immediately followed by the

affected party.

ADDRESSES: You may submit comments,

identified by RIN number, by any of the

following methods:

• Federal eRulemaking Portal: http://

www.regulations.gov. Follow the

instructions for submitting comments.

• Agency Website: http://

www.fdic.gov/regulations/laws/federal/

propose.html.

• E-mail: comments@fdic.gov.

Include RIN number in the subject line

of the message.

• Mail: Robert E. Feldman, Executive

Secretary, Attention: Comments/Legal

ESS, Federal Deposit Insurance

Corporation, 550 17th Street, NW.,

Washington, DC 20429.

• Hand Delivery/Courier: Comments

may be hand-delivered to the guard

station located at the rear of the 550

17th Street Building (located on F

Street) on business days between 7 a.m.

and 5 p.m.

Comments may be inspected and

photocopied in the FDIC Public

Information Center, Room 100, 801 17th

Street, NW., Washington, D.C. 20429,

between 9 a.m. and 4:30 p.m. on

business days, and the FDIC may post

the comments on its Web site at

http://www.fdic.gov/regulations/laws/

federal/propose.html.

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,

IC may post

the comments on its Web site at

http://www.fdic.gov/regulations/laws/

federal/propose.html.

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

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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 b

nuses 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,

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

beneficial owner of more than 10

percent of a class of equity security

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

rs,’’ 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

No. 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).

d. Agency Action to Implement

Sarbanes-Oxley

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]]

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).

d. Agency Action to Implement

Sarbanes-Oxley

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/77336.html.]

Since July 30, 2003, the filing of

beneficial ownership reports using the

electronic interagency filing system has

been authorized for insiders of state

nonmember banks to provide a period to

test the efficacy of the system.

II. Discussion of Interim Final Rule

a

ncy Electronic

Filing System for Beneficial Ownership

Reports (October 30, 2003) [http://

www.ots.treas.gov/docs/77336.html.]

Since July 30, 2003, the filing of

beneficial ownership reports using the

electronic interagency filing system has

been authorized for insiders of state

nonmember banks to provide a period to

test the efficacy of the system.

II. Discussion of Interim Final Rule

a. Current Part 335

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 will

make clear that, except in limited

circumstances described below,

beneficial ownership reports by state

nonmember bank insiders will 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

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

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

1 The FDIC’s rules, at 12 CFR 335.101(b), provide

that part 335 generally incorporates the SEC’s rules

issued under Sections 12, 13, 14, and 16 of the

Exchange Act.

securities of registered banks provide

useful information as to management’s

views of the bank’s performance or

prospects, and that more timely and

transparent access to reports will be

useful to investors.

As required by section 12(i) of the

Exchange Act, the amended 12 CFR part

335 is substantially similar to the

Exchange Act regulations of the SEC.1

Should a reason for deviating from SEC

regulations become apparent in the

future, the FDIC will consider amending

its rules. The FDIC is adopting other

technical provisions which address the

forms on which beneficial ownership

reports are filed. Also, to improve

consistency with SEC requirements, the

FDIC is revising the names of its

existing beneficial ownership report

Forms F–7, F–8 and F–8A. These Forms

will be renamed as FDIC Forms 3, 4 and

5, respectively.

c

re, the FDIC will consider amending

its rules. The FDIC is adopting other

technical provisions which address the

forms on which beneficial ownership

reports are filed. Also, to improve

consistency with SEC requirements, the

FDIC is revising the names of its

existing beneficial ownership report

Forms F–7, F–8 and F–8A. These Forms

will be renamed as FDIC Forms 3, 4 and

5, respectively.

c. Hardship Exemption

As discussed, 12 CFR part 335 as

amended requires all beneficial

ownership reports to be electronically

submitted on the FDIC’s interagency

Beneficial Ownership Filings system. If

all or part of a filing cannot be made

electronically without undue burden or

expense, a reporting person may apply

for a continuing hardship exemption

under the new section 12 CFR

335.801(b)(6).

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 must 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

by the FDIC. The written application for

the exemption must include the

following information:

(1) The reason(s) that the necessary

hardware and software are not available

without unreasonable burden and

expense;

(2) The burden and expense involved

to employ alternative means to make the

electronic submission; and/or

te, as appropriate, or within

such shorter period as may be permitted

by the FDIC. The written application for

the exemption must include the

following information:

(1) The reason(s) that the necessary

hardware and software are not available

without unreasonable burden and

expense;

(2) The burden and expense involved

to employ alternative means to make the

electronic submission; and/or

(3) The reasons for not submitting

electronically the document or group of

documents, as well as justification for

the requested time period for the

exemption.

If the FDIC determines that the grant

of the exemption is appropriate and

consistent with the public interest and

the protection of investors, it will so

notify the applicant. Upon such

notification the filer must submit the

document for which the exemption is

granted in paper format on the required

due date specified in the applicable

form, rule or regulation, or the proposed

filing date, as appropriate. Additional

provisions applicable to the continuing

hardship exemption and detailed

procedures for seeking the exemption

are set forth in the text of the amended

regulation.

d. Filing Date Adjustment

Instead of pursuing a hardship

exemption, an electronic filer may

request a filing date adjustment under

this rule where the filer attempts in

good faith to file a document with the

FDIC in a timely manner but the filing

is delayed due to technical difficulties

beyond the filer’s control. In those

instances, the filer may request an

adjustment of the document’s filing

date. The FDIC may grant the request if

it appears that the adjustment is

appropriate and consistent with the

public interest and the protection of

investors.

e

good faith to file a document with the

FDIC in a timely manner but the filing

is delayed due to technical difficulties

beyond the filer’s control. In those

instances, the filer may request an

adjustment of the document’s filing

date. The FDIC may grant the request if

it appears that the adjustment is

appropriate and consistent with the

public interest and the protection of

investors.

e. Potential Liability in Case of

Transmission Errors

The SEC’s rules governing electronic

filings provide that an electronic filer

‘‘shall not be subject to 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.’’ 17 CFR 232.103. The

FDIC believes that this regulation

presents a reasonable approach to

transmission errors and that it applies to

electronic filings made with the FDIC as

well. See 12 CFR 335.101(b).

Nevertheless, the FDIC invites

comments on whether it is necessary or

appropriate for the FDIC to add a similar

provision to its own rule, and if so, the

appropriate scope of such a provision.

III. Regulatory Analysis and Procedure

a. Administrative Procedure Act (APA)

Public Comment Waiver and Effective

Date. Pursuant to the Administrative

Procedure Act, 5 U.S.C. 553(b), the FDIC

finds good cause to issue this interim

final rule without first seeking public

comment. Section 553(b) of the APA

does not apply to rules of agency

organization, procedure, or practice, or

when the agency for good cause finds

that notice and public comment on the

rules being promulgated are

impracticable or unnecessary

rsuant to the Administrative

Procedure Act, 5 U.S.C. 553(b), the FDIC

finds good cause to issue this interim

final rule without first seeking public

comment. Section 553(b) of the APA

does not apply to rules of agency

organization, procedure, or practice, or

when the agency for good cause finds

that notice and public comment on the

rules being promulgated are

impracticable or unnecessary. The FDIC

finds that this is a procedural rule, and

that, in addition, there is good cause to

issue the rule before providing an

opportunity for public comment.

The portions of 12 CFR part 335 that

are being amended are procedural and

do not affect filers’ substantive rights.

The APA exemption for procedural

rules applies to a rule that does not

itself affect the substantive rights of

those affected, even though the rule

‘‘may alter the manner in which the

parties present themselves or their

viewpoints to the agency.’’ JEM

Broadcasting Co., Inc. v. FCC, 22 F.3d

320, 326–27 (D.C. Cir. 1994). Therefore,

the APA’s notice and comment

procedures are not applicable.

In addition, as discussed above, the

Sarbanes-Oxley Act mandates that

certain beneficial ownership reports be

filed electronically. Therefore, the

current outright prohibition in 12 CFR

part 335 on electronic filing is obsolete.

Also, as noted, the SEC has made

electronic filing mandatory and the

Exchange Act requires that the FDIC

issue regulations substantially similar to

those of the SEC or publish its reasons

for not doing so. Therefore, public

comment on whether to continue to

prohibit the electronic filing of these

reports is impracticable and

unnecessary. This constitutes good

cause for not providing notice and an

opportunity for public comment prior to

amending the rule.

Although notice and comment are not

required, we are nonetheless interested

in receiving any comments that may

improve this rule before it is adopted in

final form. We therefore request

comment on all aspects of this interim

rule

eports is impracticable and

unnecessary. This constitutes good

cause for not providing notice and an

opportunity for public comment prior to

amending the rule.

Although notice and comment are not

required, we are nonetheless interested

in receiving any comments that may

improve this rule before it is adopted in

final form. We therefore request

comment on all aspects of this interim

rule. We also invite filing persons to

submit feedback on their use of this

system. Following the comment period,

the FDIC will consider any comments

and will finalize the rule, including

making any necessary changes.

b. Paperwork Reduction Act

Reports of beneficial ownership are

considered to be a collection of

information under the Paperwork

Reduction Act (44 U.S.C. 3501 et seq.)

The FDIC has previously obtained

Office of Management and Budget

(OMB) approval of this collection of

information under control number

3064–0030. OMB has reviewed and

approved the collection as revised to

take into account electronic filing. It is

estimated that there will be 1,800

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responses annually, cumulatively

resulting in 1,100 burden hours.

c. Regulatory Flexibility Act

A regulatory flexibility analysis is

required only when the agency must

publish a notice of proposed rulemaking

(5 U.S.C. 603, 604). As already noted,

the FDIC has determined that a notice

of proposed rulemaking is not required.

Accordingly, no regulatory flexibility

analysis is required.

d. Small Business Regulatory Flexibility

Enforcement Fairness Act

Section 804 of the Small Business

Regulatory Flexibility Enforcement

Fairness Act (‘‘SBREFA’’), 5 U.S.C

t

publish a notice of proposed rulemaking

(5 U.S.C. 603, 604). As already noted,

the FDIC has determined that a notice

of proposed rulemaking is not required.

Accordingly, no regulatory flexibility

analysis is required.

d. Small Business Regulatory Flexibility

Enforcement Fairness Act

Section 804 of the Small Business

Regulatory Flexibility Enforcement

Fairness Act (‘‘SBREFA’’), 5 U.S.C. 801

et al., defines ‘‘rule’’ to exclude any rule

of agency organization, procedure, or

practice that does not substantially

affect the rights or obligations of non-

agency parties. The amendments to Part

335 are technical and ministerial

applications of the statute and affect

only procedural matters. Therefore, the

rule is not covered by covered by

SBREFA and is not being reported to

Congress.

List of Subjects in 12 CFR Part 335

Accounting, Banks, banking,

Confidential business information,

Reporting and recordkeeping

requirements, Securities.

I For the reasons set forth in the

preamble, Part 335 of chapter III of title

12 of the Code of Federal Regulations is

amended to read as follows:

PART 335—SECURITIES OF

NONMEMBER INSURED BANKS

I 1. The authority citation for part 335

continues to read as follows:

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

I 2. Section 335.101 is amended by

revising the second sentence of

paragraph (a) to read as follows:

§ 335.101

Scope of part, authority and

OMB control number.

II of title

12 of the Code of Federal Regulations is

amended to read as follows:

PART 335—SECURITIES OF

NONMEMBER INSURED BANKS

I 1. The authority citation for part 335

continues to read as follows:

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

I 2. Section 335.101 is amended by

revising the second sentence of

paragraph (a) to read as follows:

§ 335.101

Scope of part, authority and

OMB control number.

(a) * * * 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 10A(m), 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

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 nonmember

banks with one or more classes of

securities subject to the registration

provisions of sections 12(b) and 12(g) of

the Exchange Act.

*

*

*

*

*

I 3. Section 335.111 is amended by

revising the sixth sentence to read as

follows:

§ 335.111

Forms and schedules.

* * * Forms 3 (§ 335.611), 4

(§ 335.612), and 5 (§ 335.613) are FDIC

forms which are issued under section 16

of the Exchange Act and can be obtained

from the Accounting and Securities

Disclosure Section, Division of

Supervision and Consumer Protection,

Federal Deposit Insurance Corporation,

550 17th Street NW., Washington, DC

20429.

I 4. Section 335.601 is revised to read

as follows:

§ 335.601

Requirements of section 16 of

the Securities Exchange Act of 1934

s which are issued under section 16

of the Exchange Act and can be obtained

from the Accounting and Securities

Disclosure Section, Division of

Supervision and Consumer Protection,

Federal Deposit Insurance Corporation,

550 17th Street NW., Washington, DC

20429.

I 4. Section 335.601 is revised to read

as follows:

§ 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(1), except that the forms

described in § 335.611 (FDIC Form 3),

§ 335.612 (FDIC Form 4), and § 335.613

(FDIC Form 5) shall be used in lieu of

SEC Form 3 (17 CFR 249.103), Form 4

(17 CFR 249.104), and Form 5 (17 CFR

249.105), respectively. Copies of FDIC

Forms 3, 4, 5 and the instructions

thereto can be obtained from the

Accounting and Securities Disclosure

Section, Division of Supervision and

Consumer Protection, Federal Deposit

Insurance Corporation, 550 17th Street

NW., Washington, DC 20429.

I 5. Section 335.611 is amended by

revising the title to read as follows:

§ 335.611

Initial statement of beneficial

ownership of securities (Form 3).

*

*

*

*

*

I 6. Section 335.612 is amended by

revising the title to read as follows:

§ 335.612

Statement of changes in

beneficial ownership of securities (Form 4).

*

*

*

*

*

I 7. Section 335.613 is amended by

revising the title to read as follows:

§ 335.613

Annual statement of beneficial

ownership of securities (Form 5).

*

*

*

*

*

I 8. Section 335.701 is amended by

revising paragraphs (a) and (b) to read

as follows:

§ 335.701

Filing requirements, public

reference, and confidentiality.

anges in

beneficial ownership of securities (Form 4).

*

*

*

*

*

I 7. Section 335.613 is amended by

revising the title to read as follows:

§ 335.613

Annual statement of beneficial

ownership of securities (Form 5).

*

*

*

*

*

I 8. Section 335.701 is amended by

revising paragraphs (a) and (b) to read

as follows:

§ 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 made at the FDIC’s office in

Washington, DC should be addressed as

follows: Attention: Accounting and

Securities Disclosure Section, Division

of Supervision and Consumer

Protection, 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

papers are actually received by the

designated FDIC office 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,

Accounting and Securities Disclosure

Section, Division of Supervision and

Consumer Protection, 550 17th Street,

NW., Washington, DC. Beneficial

ownership report forms that are

electronically submitted to the FDIC

through the interagency Beneficial

Ownership Filings system will be made

available on the FDIC’s Web site (http:/

/www.fdic.gov).

*

*

*

*

*

I 9. Section 335.801 is amended by

revising paragraph (b) to read as follows:

§ 335.801

Inapplicable SEC regulations;

FDIC substituted regulations; additional

information.

*

*

*

*

*

eport forms that are

electronically submitted to the FDIC

through the interagency Beneficial

Ownership Filings system will be made

available on the FDIC’s Web site (http:/

/www.fdic.gov).

*

*

*

*

*

I 9. Section 335.801 is amended by

revising paragraph (b) to read as follows:

§ 335.801

Inapplicable SEC regulations;

FDIC substituted regulations; additional

information.

*

*

*

*

*

(b) Electronic filings. (1) The FDIC

does not participate in the SEC’s

EDGAR (Electronic Data Gathering

Analysis and Retrieval) electronic filing

program (17 CFR part 232). The FDIC

does not permit electronically

transmitted filings or submissions of

materials in electronic format to the

FDIC, with the exception of beneficial

ownership report filings on FDIC Forms

3, 4 and 5.

(2) All reporting persons must file

beneficial ownership report Forms 3, 4

and 5, including amendments and

exhibits thereto, in electronic format

using the Internet based, interagency

Beneficial Ownership Filings system,

which is accessible through the

FDICconnect Business Center, except

that a reporting person that has obtained

a continuing hardship exemption under

these rules may file the forms with the

FDIC in paper format. For information

and answers to questions regarding

beneficial ownership and the

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

completion and filing of the forms,

please contact the FDIC Accounting and

Securities Disclosure Section in

Washington DC. For information and

answers to technical questions or

problems relating to the use of

FDICconnect, contact the FDICconnect

Project Team toll-free at 877–275–3342

or by mail at 3501 North Fairfax Drive,

Arlington, VA 22226.

day, April 12, 2004 / Rules and Regulations

completion and filing of the forms,

please contact the FDIC Accounting and

Securities Disclosure Section in

Washington DC. For information and

answers to technical questions or

problems relating to the use of

FDICconnect, contact the FDICconnect

Project Team toll-free at 877–275–3342

or by mail at 3501 North Fairfax Drive,

Arlington, VA 22226.

(3) Electronic filings of FDIC

beneficial ownership report Forms 3, 4,

and 5 must be submitted to the FDIC

through the interagency Beneficial

Ownership Filings system. Beneficial

ownership reports and any amendments

are deemed filed with the FDIC upon

electronic receipt on business days from

8 a.m. through 10 p.m., Eastern

Standard Time or Eastern Daylight

Saving Time, whichever is currently in

effect (Eastern Time). Business days

include each day, except Saturdays,

Sundays and Federal holidays. All

filings submitted electronically to the

FDIC commencing after 10 p.m. Eastern

Time on business days shall be deemed

filed as of 8 a.m. on the following

business day. All filings submitted

electronically to the FDIC on non-

business days shall be deemed filed as

of 8 a.m. on the following business day.

(4) Adjustment of the filing date. If an

electronic filer in good faith attempts to

file a beneficial ownership report with

the FDIC in a timely manner but the

filing is delayed due to technical

difficulties beyond the electronic filer’s

control, the electronic filer may request

an adjustment of the filing date of such

submission. The FDIC may grant the

request if it appears that such

adjustment is appropriate and

consistent with the public interest and

the protection of investors.

cial ownership report with

the FDIC in a timely manner but the

filing is delayed due to technical

difficulties beyond the electronic filer’s

control, the electronic filer may request

an adjustment of the filing date of such

submission. The FDIC may grant the

request if it appears that such

adjustment is appropriate and

consistent with the public interest and

the protection of investors.

(5) Exhibits. (i) Exhibits to an

electronic filing that have not

previously been filed with the FDIC

shall be filed in electronic format,

absent a hardship exemption.

(ii) Previously filed exhibits, whether

in paper or electronic format, may be

incorporated by reference into an

electronic filing to the extent permitted

by applicable SEC rules under the

Exchange Act. An electronic filer may,

at its option, restate in electronic format

an exhibit incorporated by reference

that originally was filed in paper format.

(iii) Any document filed in paper

format in violation of mandated

electronic filing requirements shall not

be incorporated by reference into an

electronic filing.

(6) Continuing Hardship Exemption.

The FDIC will not accept in paper

format any beneficial ownership report

filing required to be submitted

electronically under this part unless the

filer satisfies the requirements for a

continuing hardship exemption:

(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

ng 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

Supervision and Consumer Protection,

Federal Deposit Insurance Corporation,

550 17th Street NW., Washington, DC

20429, and shall contain the

information set forth in paragraph (6)(ii)

of this subsection.

(A) The application shall not be

deemed granted until the applicant is

notified by the FDIC.

(B) If the FDIC denies the application

for a continuing hardship exemption,

the filer shall file the required document

in electronic format on the required due

date or the proposed filing date or such

other date as may be permitted.

(C) If the FDIC determines that the

grant of the exemption is appropriate

and consistent with the public interest

and the protection of investors and so

notifies the applicant, the filer shall

follow the procedures set forth in

paragraph (6)(iii) of this subsection.

(ii) The request for the continuing

hardship exemption shall include, but

not be limited to, the following:

(A) The reason(s) that the necessary

hardware and software are not available

without unreasonable burden and

expense;

(B) The burden and expense involved

to employ alternative means to make the

electronic submission; and/or

(C) The reasons for not submitting

electronically the document or group of

documents, as well as justification for

the requested time period for the

exemption.

ng:

(A) The reason(s) that the necessary

hardware and software are not available

without unreasonable burden and

expense;

(B) The burden and expense involved

to employ alternative means to make the

electronic submission; and/or

(C) The reasons for not submitting

electronically the document or group of

documents, as well as justification for

the requested time period for the

exemption.

(iii) If the request for a continuing

hardship exemption is granted, the

electronic filer shall submit the

document or group of documents for

which the exemption is granted in paper

format on the required due date

specified in the applicable form, rule or

regulation, or the proposed filing date,

as appropriate. The paper format

document(s) shall have placed at the top

of page 1, or at the top of an attached

cover page, a legend in capital letters:

IN ACCORDANCE WITH 12 CFR

335.801(b), THIS (SPECIFY

DOCUMENT) IS BEING FILED IN

PAPER PURSUANT TO A

CONTINUING HARDSHIP

EXEMPTION.

(iv) Where a continuing hardship

exemption is granted with respect to an

exhibit only, the paper format exhibit

shall be filed with the FDIC under cover

of SEC Form SE (17 CFR 249.444). Form

SE shall be filed as a paper cover sheet

to all exhibits to beneficial ownership

reports submitted to the FDIC in paper

form pursuant to a hardship exemption.

(v) Form SE shall be submitted along

with all exhibits filed in paper form

pursuant to a hardship exemption. Form

SE may be filed up to six business days

prior to, or on the date of filing of, the

electronic form to which it relates but

shall not be filed after such filing date.

If a paper exhibit is submitted in this

manner, requirements that the exhibit

be filed with, provided with, or

accompany the electronic filing shall be

satisfied.

Any requirements as to delivery or

furnishing the information to persons

other than the FDIC shall not be affected

by this section.

ng of, the

electronic form to which it relates but

shall not be filed after such filing date.

If a paper exhibit is submitted in this

manner, requirements that the exhibit

be filed with, provided with, or

accompany the electronic filing shall be

satisfied.

Any requirements as to delivery or

furnishing the information to persons

other than the FDIC shall not be affected

by this section.

(7) Signatures. (i) Required signatures

to, or within, any electronic submission

must be in typed form. When used in

connection with an electronic filing, the

term ‘‘signature’’ means an electronic

entry or other form of computer data

compilation of any letters or series of

letters or characters comprising a name,

executed, adopted or authorized as a

signature.

(ii) Each signatory to an electronic

filing shall manually sign a signature

page or other document authenticating,

acknowledging or otherwise adopting

his or her signature that appears in

typed form within the electronic filing.

Such document shall be executed before

or at the time the electronic filing is

made and shall be retained by the filer

for a period of five years. Upon request,

an electronic filer shall furnish to the

FDIC a copy of any or all documents

retained pursuant to this section.

(iii) Where the FDIC’s rules require a

filer to furnish to a national securities

exchange, a national securities

association, or a bank, paper copies of

a document filed with the FDIC in

electronic format, signatures to such

paper copies may be in typed form.

*

*

*

*

*

Note —The following forms will not

appear in the Code of Federal Regulations.

10. Amend Form F–7 (referenced in

§ 335.111 and § 335.611) by:

a. Revising General Instruction 2(a);

b. Revising General Instruction 3(a);

c. Adding a note following General

Instruction 3;

d. Revising General Instruction

5(b)(v);

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t

appear in the Code of Federal Regulations.

10. Amend Form F–7 (referenced in

§ 335.111 and § 335.611) by:

a. Revising General Instruction 2(a);

b. Revising General Instruction 3(a);

c. Adding a note following General

Instruction 3;

d. Revising General Instruction

5(b)(v);

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

e. Revising General Instruction 6;

f. Adding a new General Instruction 8;

g. Revising the short title of the Initial

Statement of BeneficialOwnership of

Securities from Form F–7 to Form 3 in

the form heading;

h. Removing Item 3 and redesignating

Items 4, 5, 6 and 7 to the information

preceding Table I as Items 3, 4, 5 and

6 to the information preceding Table I;

and

i. Revising newly redesignated Item 5

to the information preceding Table I.

The revisions and additions read as

follows:

Form 3 Initial Statement of Beneficial

Ownership of Securities

*

*

*

*

*

General Instructions

*

*

*

*

*

2. When Form Must Be Filed

(a) This form must be filed within 10

days after the event by which the person

becomes a reporting person (i.e., officer,

director, 10 percent holder or other

person). This form and any amendment

is deemed filed with the appropriate

Federal Banking Agency upon

electronic receipt on business days

during the hours of 8 a.m. until 10 p.m.

Eastern Standard Time or Eastern

Daylight Saving Time, whichever is

currently in effect. A form received after

these business hours will be deemed

filed at 8:00 a.m. on the following

business day. If this form is submitted

through FDICconnect on a non-business

day, it will be deemed filed at 8 a.m. on

the following business day. Business

days include all weekdays that are not

Federal holidays

rn Standard Time or Eastern

Daylight Saving Time, whichever is

currently in effect. A form received after

these business hours will be deemed

filed at 8:00 a.m. on the following

business day. If this form is submitted

through FDICconnect on a non-business

day, it will be deemed filed at 8 a.m. on

the following business day. Business

days include all weekdays that are not

Federal holidays. A paper form

submitted by a reporting person that has

obtained a hardship exemption under

FDIC rules will be deemed filed with

the FDIC on the date it is received by

the FDIC. If this form is required to be

filed on an exchange, this form and any

amendment is deemed filed with the

exchange on the date it is received by

the exchange.

*

*

*

*

*

3. Where Form Must Be Filed

(a) A reporting person must file Form

3 in electronic format using the secure,

Internet-based, FDICconnect Business

Center to access the interagency

Beneficial Ownership Filings system,

except that a filing person that has

obtained a hardship exemption under

applicable FDIC rules (see 12 CFR

335.801(b)) may file the form in paper

form. For information and answers to

questions regarding beneficial

ownership and the completion and

filing of the forms please contact the

FDIC Division of Supervision and

Consumer Protection, Accounting and

Securities Disclosure Section, 550 17th

Street NW., Washington, DC 20429. For

technical questions or problems relating

to the use of FDICconnect or Designated

Coordinator registration, contact

FDICconnect toll-free at 877–275–3342

or via e-mail at FDICconnect@fdic.gov.

*

*

*

*

*

Note: If filing pursuant to a hardship

exemption under FDIC rules, file three copies

of this form or any amendment, at least one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the form or amendment filed.)

*

*

*

*

*

5

*

*

*

*

*

Note: If filing pursuant to a hardship

exemption under FDIC rules, file three copies

of this form or any amendment, at least one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the form or amendment filed.)

*

*

*

*

*

5. Holdings Required To Be Reported

*

*

*

*

*

(b) Beneficial Ownership Reported

(Pecuniary Interest).

*

*

*

*

*

(v) Where more than one person

beneficially owns the same equity

securities, such owners may file Form 3

individually or jointly. Joint and group

filings may be made by any designated

beneficial owner. Holdings of securities

owned separately by any joint or group

filer are permitted to be included in the

joint filing. Indicate the name and

address of the designated reporting

person in Item 1 of Form 3 and attach

a list of the names and addresses of each

other reporting person. Joint and group

filings must include all required

information for each beneficial owner,

and such filings must be signed by each

beneficial owner, or on behalf of such

owner by an authorized person. Use the

Filer Information screen in the

interagency Beneficial Ownership

Filings system to submit additional joint

or group filers’ names and related filing

information required by this form.

If this form is being filed in paper

form pursuant to a hardship exemption

and the space provided for signatures is

insufficient, attach a signature page. If

this form is being filed in paper form,

submit any attached listing of names or

signatures on another Form 3, copy of

Form 3 or separate page of 81⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment

submit any attached listing of names or

signatures on another Form 3, copy of

Form 3 or separate page of 81⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment.

See SEC Rule 16a–3(i) regarding

signatures.

*

*

*

*

*

6. Additional Information

(a) If space provided in the line items

on this Form 3 is insufficient, identify

and enter additional information and

footnotes under Explanation of

Responses.

(b) If the space provided in the line

items on the paper Form 3 or space

provided for additional comments is

insufficient, attach another Form 3,

copy of Form 3 or separate 81⁄2 by 11

inch white paper to Form 3, completed

as appropriate to include the additional

comments. Each attached page must

include information required in Items 1,

2 and 3 of the form. The number of

pages comprising the report (form plus

attachments) shall be indicated at the

bottom of each report page (e.g., 1 of 3,

2 of 3, 3 of 3).

(c) If one or more exhibits are

included with the form, provide a

reference to such exhibit(s) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

8. Amendments

) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

8. Amendments

(a) If this form is filed as an

amendment in order to add one or more

lines of ownership information to Table

I or Table II of the form being amended,

provide each line being added, together

with one or more footnotes, under

Explanation of Responses as necessary

to explain the addition of the line or

lines. Do not repeat lines of ownership

information that were disclosed in the

original form and are not being

amended.

(b) If this form is filed as an

amendment in order to amend one or

more lines of ownership information

that already were disclosed in Table I

orTable II of the form being amended,

provide the complete line or lines being

amended, as amended, together with

notes under Explanation of Responses

as necessary to explain the amendment

of the line or lines. Do not repeat lines

of ownership information that were

disclosed in the original form and are

not being amended.

(c) If this form is filed as an

amendment for any other purpose other

than or in addition to the purpose

described in items (a) or (b) of this

GeneralInstruction 8, provide one or

more notes under Explanation of

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were

disclosed in the original form and are

not being amended.

(c) If this form is filed as an

amendment for any other purpose other

than or in addition to the purpose

described in items (a) or (b) of this

GeneralInstruction 8, provide one or

more notes under Explanation of

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

Responses, as necessary, to explain the

amendment.

*

*

*

*

*

Form 3 Initial Statement of Beneficial

Ownership of Securities

*

*

*

*

*

5. If Amendment, Date Original Filed

(Month/Day/Year)

*

*

*

*

*

11. Amend Form F–8 (referenced in

§ 335.111 and § 335.612) by:

a. Revising General Instruction 1(a);

b. Revising General Instruction 2(a);

c. Adding a note following General

Instruction 2;

d. Revising General Instruction

4(b)(v);

e. Revising General Instruction 6;

f. Adding a new General Instruction 9;

g. Revising the short title of the

Statement of Changes in Beneficial

Ownership of Securities from Form F–

8 to Form 4 in the form heading;

h. Removing Item 3 and redesignating

Items 4, 5, 6 and 7 to the information

preceding Table I as Items 3, 4, 5 and

6 to the information preceding Table I;

and

i. Revising newly redesignated Items

3 and 4 to the information preceding

Table I.

The revisions and additions read as

follows:

Form 4 Statement of Changes in

Beneficial Ownership of Securities

*

*

*

*

*

General Instructions

*

*

*

*

*

1. When Form Must Be Filed

4, 5, 6 and 7 to the information

preceding Table I as Items 3, 4, 5 and

6 to the information preceding Table I;

and

i. Revising newly redesignated Items

3 and 4 to the information preceding

Table I.

The revisions and additions read as

follows:

Form 4 Statement of Changes in

Beneficial Ownership of Securities

*

*

*

*

*

General Instructions

*

*

*

*

*

1. When Form Must Be Filed

(a) This form must be filed on or

before the end of the second business

day following the day on which a

transaction resulting in a change in

beneficial ownership has been executed

(See SEC Rule 16a-1(a)(2) and

Instruction 4 regarding the meaning of

‘‘beneficial owner,’’ and SEC Rule 16a-

3(g) regarding determination of the date

of execution for specified transactions).

This form and any amendment is

deemed filed with the FDIC upon

electronic receipt on business days

during the hours of 8:00 a.m. until 10:00

p.m. Eastern Standard Time or Eastern

Daylight Saving Time, whichever is

currently in effect. A form received after

these business hours will be deemed

filed at 8:00 a.m. on the following

business day. If this form is submitted

through FDICconnect on a non-business

day, it will be deemed filed at 8:00 a.m.

on the following business day. Business

days include all weekdays that are not

Federal holidays. A paper form

submitted by a reporting person that has

obtained a hardship exemption under

applicable FDIC rules will be deemed

filed with the FDIC on the date it is

received by the FDIC. If this form is

required to be filed on an exchange, this

form and any amendment is deemed

filed with the exchange on the date it is

received by the exchange.

*

*

*

*

*

2. Where Form Must Be Filed

A paper form

submitted by a reporting person that has

obtained a hardship exemption under

applicable FDIC rules will be deemed

filed with the FDIC on the date it is

received by the FDIC. If this form is

required to be filed on an exchange, this

form and any amendment is deemed

filed with the exchange on the date it is

received by the exchange.

*

*

*

*

*

2. Where Form Must Be Filed

(a) A reporting person must file Form

4 in electronic format using the secure,

Internet-based, FDICconnect Business

Center to access the interagency

Beneficial Ownership Filings system,

except that a filing person that has

obtained a hardship exemption under

applicable FDIC rules (see 12 CFR

335.801(b)) may file the form in paper

form. For information and answers to

questions regarding beneficial

ownership and the completion and

filing of the forms please contact the

FDIC Division of Supervision and

Consumer Protection, Accounting and

Securities Disclosure Section, 550 17th

Street NW., Washington, DC 20429. For

technical questions or problems relating

to the use of FDICconnect or Designated

Coordinator registration, contact

FDICconnect toll-free at 877–275–3342

or via e-mail at FDICconnect@fdic.gov.

*

*

*

*

*

Note: If filing pursuant to a hardship

exemption under FDIC rules, file three copies

of this Form or any amendment, at least one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the Form or amendment filed.)

*

*

*

*

*

4. Transactions and Holdings Required

To Be Reported

*

*

*

*

*

(b) Beneficial Ownership Reported

(Pecuniary Interest).

*

*

*

*

*

one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the Form or amendment filed.)

*

*

*

*

*

4. Transactions and Holdings Required

To Be Reported

*

*

*

*

*

(b) Beneficial Ownership Reported

(Pecuniary Interest).

*

*

*

*

*

(v) Where more than one beneficial

owner of the same equity securities

must report transactions on Form 4,

such owners may file Form 4

individually or jointly. Joint and group

filings may be made by any designated

beneficial owner. Transactions with

respect to securities owned separately

by any joint or group filer are permitted

to be included in the joint filing.

Indicate the name and address of the

designated reporting person in Item 1 of

Form 4 and attach a list of the names

and addresses of each other reporting

person. Joint and group filings must

include all the required information for

each beneficial owner, and such filings

must be signed by each beneficial

owner, or on behalf of such owner by an

authorized person. Use the Filer

Information screen in the interagency

Beneficial Ownership Filings system to

submit additional joint or group filers’

names and related filing information

required by this form.

If this form is being filed in paper

form pursuant to a hardship exemption

and the space provided for signatures is

insufficient, attach a signature page. If

this form is being filed in paper form,

submit any attached listing of names or

signatures on another Form 4, copy of

Form 4 or separate page of 8 1⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment.

See SEC Rule 16a-3(i) regarding

signatures.

*

*

*

*

*

6. Additional Information

eparate page of 8 1⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment.

See SEC Rule 16a-3(i) regarding

signatures.

*

*

*

*

*

6. Additional Information

(a) If space provided in the line items

on the Form 4 is insufficient, identify

and enter additional information under

Explanation of Responses.

(b) If the space provided in the line

items on the paper Form 4 or space

provided for additional comments is

insufficient, attach another Form 4,

copy of Form 4 or separate 81⁄2 by 11

inch white paper to Form 4, completed

as appropriate to include the additional

comments. Each attached page must

include information required in Items 1,

2 and 3 of the form. The number of

pages comprising the report (form plus

attachments) shall be indicated at the

bottom of each report page (e.g., 1 of 3,

2 of 3, 3 of 3).

(c) If one or more exhibits are

included with the form, provide a

reference to such exhibit(s) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

9. Amendments

) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

9. Amendments

(a) If this form is filed as an

amendment in order to add one or more

lines of ownership information to Table

I or Table II of the form being amended,

provide each line being added, together

with one or more footnotes under

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

Explanation of Responses, as necessary,

to explain the addition of the line or

lines. Do not repeat lines of ownership

information that were disclosed in the

original form and are not being

amended.

(b) If this form is filed as an

amendment in order to amend one or

more lines of ownership information

that already were disclosed in Table I or

Table II of the form being amended,

provide the complete line or lines being

amended, as amended, together with

notes under Explanation of Responses

as necessary to explain the amendment

of the line or lines. Do not repeat lines

of ownership information that were

disclosed in the original form and are

not being amended.

of ownership information

that already were disclosed in Table I or

Table II of the form being amended,

provide the complete line or lines being

amended, as amended, together with

notes under Explanation of Responses

as necessary to explain the amendment

of the line or lines. Do not repeat lines

of ownership information that were

disclosed in the original form and are

not being amended.

(c) If this form is filed as an

amendment for any other purpose other

than or in addition to the purpose

described in items (a) or (b) of this

General Instruction 9, provide one or

more notes under Explanation of

Responses, as necessary, to explain the

amendment.

*

*

*

*

*

Form 4 Statement of Changes in

Beneficial Ownership of Securities

*

*

*

*

*

Item 3. Date of Earliest Transaction

Required To Be Reported (Month/Day/

Year)

Item 4. If Amendment, Date Original

Filed (Month/Day/Year)

*

*

*

*

*

12. Amend Form F–8A (referenced in

§ 335.111 and § 335.613) by:

a. Revising General Instruction 1(a);

b. Revising General Instruction 2(a);

c. Adding a note following General

Instruction 2;

e. Revising General Instruction

4(b)(v);

f. Revising General Instruction 6;

g. Adding a new General Instruction

9;

h. Revising the short title of the

Annual Statement of Beneficial

Ownership of Securities from Form F–

8A to Form 5 in the form heading;

i. Removing Item 3 and redesignating

Items 4, 5, 6 and 7 to the information

preceding Table I as Items 3, 4, 5 and

6;

j. Revising newly redesignated Items 3

and 4 to the information preceding

Table I;

k. Revising the heading for columns 9

and 10 in Table II.

The revisions and additions read as

follows:

Form 5 Annual Statement of Beneficial

Ownership of Securities

*

*

*

*

*

General Instructions

*

*

*

*

*

1. When Form Must Be Filed

to the information

preceding Table I as Items 3, 4, 5 and

6;

j. Revising newly redesignated Items 3

and 4 to the information preceding

Table I;

k. Revising the heading for columns 9

and 10 in Table II.

The revisions and additions read as

follows:

Form 5 Annual Statement of Beneficial

Ownership of Securities

*

*

*

*

*

General Instructions

*

*

*

*

*

1. When Form Must Be Filed

(a) This form must be filed on or

before the 45th day after the end of the

bank’s fiscal year in accordance with

SEC Rule 16a–3(f). This form and any

amendment is deemed filed with the

FDIC upon electronic receipt on

business days during the hours of 8 a.m.

until 10 p.m. Eastern Standard Time or

Eastern Daylight Saving Time,

whichever is currently in effect. A form

received after these business hours will

be deemed filed at 8 a.m. on the

following business day. If this form is

submitted through FDICconnect on a

non-business day, it will be deemed

filed at 8 a.m. on the following business

day. Business days include all weekdays

that are not federal holidays. A paper

form submitted by a reporting person

that has obtained a hardship exemption

under applicable FDIC rules will be

deemed filed with the FDIC on the date

it is received by the FDIC. If this form

is required to be filed on an exchange,

this form and any amendment is

deemed filed with the exchange on the

date it is received by the exchange.

*

*

*

*

*

2. Where Form Must Be Filed

A paper

form submitted by a reporting person

that has obtained a hardship exemption

under applicable FDIC rules will be

deemed filed with the FDIC on the date

it is received by the FDIC. If this form

is required to be filed on an exchange,

this form and any amendment is

deemed filed with the exchange on the

date it is received by the exchange.

*

*

*

*

*

2. Where Form Must Be Filed

(a) A reporting person must file Form

5 in electronic format using the secure,

Internet-based, FDICconnect Business

Center to access the interagency

Beneficial Ownership Filings system,

except that a filing person that has

obtained a hardship exemption under

applicable FDIC rules (see 12 CFR

335.801(b)) may file the form in paper

form. For information and answers to

questions regarding beneficial

ownership and the completion and

filing of the forms please contact the

FDIC Division of Supervision and

Consumer Protection, Accounting and

Securities Disclosure Section, 550 17th

Street NW., Washington, DC 20429. For

technical questions or problems relating

to the use of FDICconnect or Designated

Coordinator registration, contact

FDICconnect toll-free at 877–275–3342

or via e-mail at FDICconnect@fdic.gov.

*

*

*

*

*

Note: If filing pursuant to a hardship

exemption under FDIC rules, file three copies

of this form or any amendment, at least one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the form or amendment filed.)

*

*

*

*

*

4. Transactions and Holdings Required

To Be Reported

*

*

*

*

*

(b) Beneficial Ownership Reported

(Pecuniary Interest)

*

*

*

*

*

t one

of which is signed, with the FDIC in

accordance with applicable rules.

(Acknowledgement of receipt by the agency

may be obtained by enclosing a self-

addressed stamped postcard or envelope

identifying the form or amendment filed.)

*

*

*

*

*

4. Transactions and Holdings Required

To Be Reported

*

*

*

*

*

(b) Beneficial Ownership Reported

(Pecuniary Interest)

*

*

*

*

*

(v) Where more than one beneficial

owner of the same equity securities

must report transactions on Form 5,

such owners may file Form 5

individually or jointly. Joint and group

filings may be made by any designated

beneficial owner. Transactions with

respect to securities owned separately

by any joint or group filer are permitted

to be included in the joint filing.

Indicate the name and address of the

designated reporting person in Item 1 of

Form 5 and attach a list of the names

and addresses of each other reporting

person. Joint and group filings must

include all the required information for

each beneficial owner, and such filings

must be signed by each beneficial

owner, or on behalf of such owner by an

authorized person. Use the Filer

Information screen in the interagency

Beneficial Ownership Filings system to

submit additional joint or group filers’

names and related filing information

required by this form.

If this form is being filed in paper

form pursuant to a hardship exemption

and the space provided for signatures is

insufficient, attach a signature page. If

this form is being filed in paper form,

submit any attached listing of names or

signatures on another Form 5, copy of

Form 5 or separate page of 81⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment.

See SEC Rule 16a–3(i) regarding

signatures.

*

*

*

*

*

6. Additional Information

separate page of 81⁄2 by 11

inch white paper, indicate the number

of pages comprising the report (form

plus attachments) at the bottom of each

report page (e.g., 1 of 3, 2 of 3, 3 of 3),

and include the name of the designated

filer and information required by Items

2 and 3 of the form on the attachment.

See SEC Rule 16a–3(i) regarding

signatures.

*

*

*

*

*

6. Additional Information

(a) If space provided in the line items

on the Form 5 is insufficient, identify

and enter additional information under

Explanation of Responses.

(b) If the space provided in the line

items on the paper Form 5 or space

provided for additional comments is

insufficient, attach another Form 5,

copy of Form 5 or separate 81⁄2 by 11

inch white paper to Form 5, completed

as appropriate to include the additional

comments. Each attached page must

include information required in Items 1,

2 and 3 of the form. The number of

pages comprising the report (form plus

attachments) shall be indicated at the

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Federal Register / Vol. 69, No. 70 / Monday, April 12, 2004 / Rules and Regulations

bottom of each report page (e.g., 1 of 3,

2 of 3, 3 of 3).

(c) If one or more exhibits are

included on the form, provide a

reference to such exhibit(s) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

9. Amendments

) under

Explanation of Responses. If the exhibit

is being filed in paper form pursuant to

a hardship exemption under applicable

FDIC rules, place the designation ‘‘P’’

(paper) next to the name of the exhibit

in the exhibit reference.

(d) If additional information is not

reported in this manner, it will be

assumed that no additional information

was provided.

*

*

*

*

*

9. Amendments

(a) If this form is filed as an

amendment in order to add one or more

lines of ownership information to Table

I or Table II of the form being amended,

provide each line being added, together

with one or more footnotes under

Explanation of Responses, as necessary,

to explain the addition of the line or

lines. Do not repeat lines of ownership

information that were disclosed in the

original form and are not being

amended.

(b) If this form is filed as an

amendment in order to amend one or

more lines of ownership information

that already were disclosed in Table I or

Table II of the form being amended,

provide the complete line or lines being

amended, as amended, together with

notes under Explanation of Responses

as necessary to explain the amendment

of the line or lines. Do not repeat lines

of ownership information that were

disclosed in the original form and are

not being amended.

(c) If this form is filed as an

amendment for any other purpose other

than or in addition to the purpose

described in items (a) or (b) of this

General Instruction 9, provide one or

more notes under Explanation of

Responses, as necessary, to explain the

amendment.

*

*

*

*

*

Form 5 Annual Statement of Changes in

Beneficial Ownership of Securities

*

*

*

*

*

3. Statement for Issuer’s Fiscal Year

Ended (Month/Day/Year).

4. If Amendment, Date Original Filed

(Month/Day/Year).

*

*

*

*

*

Table II—Derivative Securities

Acquired, Disposed of, or Beneficially

Owned (e.g., puts, calls, warrants,

options, convertible securities)

*

*

*

*

*

9

*

*

*

*

*

Form 5 Annual Statement of Changes in

Beneficial Ownership of Securities

*

*

*

*

*

3. Statement for Issuer’s Fiscal Year

Ended (Month/Day/Year).

4. If Amendment, Date Original Filed

(Month/Day/Year).

*

*

*

*

*

Table II—Derivative Securities

Acquired, Disposed of, or Beneficially

Owned (e.g., puts, calls, warrants,

options, convertible securities)

*

*

*

*

*

9. Number of Derivative Securities

Beneficially Owned at End of Issuer’s

Fiscal Year (Instr. 4).

10. Ownership Form of Derivative

Securities: Direct (D) or Indirect (I)

(Instr. 4).

*

*

*

*

*

By Order of the Board of Directors.

Dated at Washington, DC, this 6th day of

April, 2004.

Federal Deposit Insurance Corporation.

Robert E. Feldman,

Executive Secretary.

[FR Doc. 04–8232 Filed 4–9–04; 8:45 am]

BILLING CODE 6714–01–P

DEPARTMENT OF THE TREASURY

Financial Crimes Enforcement Network

31 CFR Part 103

Imposition of Special Measures

Against Burma

AGENCY: Financial Crimes Enforcement

Network (FinCEN), Treasury.

ACTION: Final rule.

SUMMARY: On November 18, 2003, the

Secretary of the Treasury (Secretary)

designated Burma as a jurisdiction of

primary money laundering concern, and

proposed a special measure that certain

U.S. financial institutions would be

required to take concerning Burma,

pursuant to 31 U.S.C. 5318A, as added

by section 311 of the Uniting and

Strengthening America by Providing

Appropriate Tools Required to Intercept

and Obstruct Terrorism (USA PATRIOT)

Act of 2001. FinCEN is issuing this final

rule to require certain U.S. financial

institutions to take the proposed special

measure regarding Burma.

DATES: Effective date: May 12, 2004.

FOR FURTHER INFORMATION CONTACT:

Office of Regulatory Programs,

(FinCEN), (202) 354–6400 or the Office

of Chief Counsel (FinCEN), (703) 905–

3590 (not toll-free numbers).

SUPPLEMENTARY INFORMATION: The

Secretary has designated Burma as a

jurisdiction of primary money

laundering concern under 31 U.S.C

take the proposed special

measure regarding Burma.

DATES: Effective date: May 12, 2004.

FOR FURTHER INFORMATION CONTACT:

Office of Regulatory Programs,

(FinCEN), (202) 354–6400 or the Office

of Chief Counsel (FinCEN), (703) 905–

3590 (not toll-free numbers).

SUPPLEMENTARY INFORMATION: The

Secretary has designated Burma as a

jurisdiction of primary money

laundering concern under 31 U.S.C.

5318A, as added by section 311(a) of the

USA PATRIOT Act (Pub. L. 107–56) (the

Act). To protect the U.S. financial

system against the money laundering

risk posed by Burma, FinCEN is

imposing a special measure authorized

by section 5318A(b)(5). The special

measure imposed under this section

will generally prohibit certain U.S.

financial institutions from establishing,

maintaining, administering, or

managing correspondent or payable-

through accounts in the United States

for, or on behalf of, Burmese banking

institutions, unless (as explained below)

operation of those accounts is not

prohibited by Executive Order 13310 of

July 28, 2003, and the Burma-related

activities of such accounts are solely to

effect transactions that are exempt from,

or licensed pursuant to, Executive Order

13310. This prohibition extends to

correspondent or payable-through

accounts maintained for other foreign

banks when such accounts are used by

the foreign bank to provide financial

services to a Burmese banking

institution indirectly.

Additionally, by separate notice,

FinCEN is announcing concurrently the

imposition of the fifth special measure

against two Burmese banking

institutions, Myanmar Mayflower Bank

and Asia Wealth Bank. This special

measure prohibits certain U.S. financial

institutions from establishing,

maintaining, administering, or

managing correspondent or payable-

through accounts for, or on behalf of,

Myanmar Mayflower Bank or Asia

Wealth Bank, notwithstanding any

exemption from, or license issued

pursuant to, Executive Order 13310.

I. Background

A

s, Myanmar Mayflower Bank

and Asia Wealth Bank. This special

measure prohibits certain U.S. financial

institutions from establishing,

maintaining, administering, or

managing correspondent or payable-

through accounts for, or on behalf of,

Myanmar Mayflower Bank or Asia

Wealth Bank, notwithstanding any

exemption from, or license issued

pursuant to, Executive Order 13310.

I. Background

A. Section 311 of the USA PATRIOT Act

On October 26, 2001, the President

signed the Act into law. Title III of the

Act amends the anti-money laundering

provisions of the Bank Secrecy Act

(BSA) (codified in subchapter II of

chapter 53 of title 31, United States

Code) to promote the prevention,

detection, and prosecution of

international money laundering and the

financing of terrorism.

Section 311 of the Act (Section 311)

added section 5318A to the BSA,

granting the Secretary authority to

designate a foreign jurisdiction,

institution(s), class(es) of transactions,

or type(s) of account(s) to be of ‘‘primary

money laundering concern,’’ and to

require U.S. financial institutions to

take certain ‘‘special measures’’ against

the primary money laundering concern.

Section 311 identifies factors to

consider as well as agencies and

departments to consult before the

Secretary may designate a primary

money laundering concern. The statute

also provides similar procedures, i.e.,

factors and consultation requirements,

for selecting specific special measures

against the designee.

Taken as a whole, Section 311

provides Treasury with a range of

options that can be adapted to target

most effectively specific money

laundering and terrorist financing

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