[Federal Register: May 21, 2003 (Volume 68, Number 98)]
[Proposed Rules]
[Page 27753-27757]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21my03-7]
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Proposed Rules
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.
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[[Page 27753]]
DEPARTMENT OF THE TREASURY
Office of the Comptroller of the Currency
12 CFR Parts 11 and 16
[Docket No. 03-09]
RIN 1557-AC12
Reporting and Disclosure Requirements for National Banks With
Securities Registered Under the Securities Exchange Act of 1934;
Securities Offering Disclosure Rules
AGENCY: Office of the Comptroller of the Currency.
ACTION: Notice of proposed rulemaking.
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SUMMARY: The Office of the Comptroller of the Currency (OCC) is
proposing to revise its regulations to reflect amendments to the
Securities Exchange Act of 1934 (Exchange Act) made by the Sarbanes-
Oxley Act of 2002 (Sarbanes-Oxley Act). These amendments to the
Exchange Act give the OCC the authority to administer and enforce a
number of the Sarbanes-Oxley Act's new reporting, disclosure, and
corporate governance requirements with respect to national banks that
have a class of securities registered under the Exchange Act. We are
also proposing to make conforming revisions to our rules which
prescribe securities offering disclosure rules for national banks that
issue securities that are not subject to the registration requirements
of Securities Act of 1933.
DATES: Comments must be received by June 20, 2003.
ADDRESSES: Written comments should be submitted to the Communications
Division, Office of the Comptroller of the Currency, 250 E Street, SW.,
Attention: Docket No. 03-09, Public Information Room, Mailstop 1-5,
Washington, DC 20219. Due to disruptions in paper mail delivery in the
Washington, DC area, commenters are encouraged to submit comments by
fax or electronic mail when possible. Comments may be sent by fax to
(202) 874-4448 or by electronic mail to regs.comments@occ.treas.gov.
Comments may be inspected and photocopied at the OCC's Public Reference
Room, 250 E Street, SW., Washington, DC. You may make an appointment to
inspect comments by calling (202) 874-5043.
FOR FURTHER INFORMATION CONTACT: Mary Ann Nash, Counsel, 202-874-5090;
or Martha Clarke, Acting Assistant Director, Legislative & Regulatory
Activities Division, 202-874-5090.
SUPPLEMENTARY INFORMATION:
Background
Section 12(i) of the Exchange Act vests the OCC with the powers,
functions, and duties otherwise vested with the Securities and Exchange
Commission (SEC) to administer and enforce certain provisions of the
Exchange Act as they apply to national banks that have a class of
securities registered under the Exchange Act (registered national
banks).\1\
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\1\ Under section 12(i), the OCC and the other Federal banking
agencies have the power to issue rules that are necessary to carry
out their functions under the Exchange Act. These rules are required
to be substantially similar to the SEC's rules unless a Federal
banking agency determines that substantially similar regulations
with respect to the insured depository institutions that it
supervises are not necessary or appropriate in the public interest
or for the protection of investors and the agency publishes its
findings in the Federal Register within 60 days after the SEC issues
regulations.
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On July 30, 2002, President Bush signed into law the Sarbanes-Oxley
Act.\2\ Prior to the enactment of the Sarbanes-Oxley Act, section 12(i)
gave the OCC the authority to administer and enforce sections 12, 13,
14(a), 14(c), 14(d), 14(f), and 16 of the Exchange Act. The Sarbanes-
Oxley Act amends some of those sections of the Exchange Act to impose
additional requirements and, as a result, the OCC will administer and
enforce these new requirements as they apply to registered national
banks. In addition, the Sarbanes-Oxley Act amends section 12(i) to add
new sections of the securities laws to the list of provisions that are
enforced and administered by the OCC.
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\2\ Public Law 107-204, 116 Stat. 745 (July 30, 2002).
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Titles III and IV of the Sarbanes-Oxley Act include a number of
provisions that are designed to improve the corporate governance and
financial disclosures of issuers that have a class of securities
registered under sections 12(b) or 12(g) of the Exchange Act or that
are required to file periodic reports with the SEC under section 15(d)
of the Exchange Act (public issuers). All registered national banks are
public issuers for purposes of the law.
Pursuant to the amendments to section 12(i) made by the Sarbanes-
Oxley Act, the OCC administers and enforces the following new
provisions of the Act with respect to registered national banks in
addition to any new requirements that were added through amendments to
sections of the Exchange Act that were enforced by the OCC prior to the
enactment of the Sarbanes-Oxley Act.
[sbull] Section 301 \3\ establishes certain oversight,
independence, funding, and other requirements for the audit committees
of public issuers. It requires the SEC to issue implementing rules that
prohibit any national securities exchange or national securities
association from listing the securities of an issuer that fails to
comply with these audit committee requirements. The SEC issued final
rules to implement section 301 on April 9, 2003. \4\ The rules took
effect on April 25, 2003.
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\3\ U.S.C. 78j-1(m).
\4\ 68 FR 18788 (April 16, 2003).
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[sbull] Section 302 requires the SEC to adopt rules that require
the principal executive officers and principal financial officers of
public issuers to include certain certifications in the issuer's annual
and quarterly reports filed under the Exchange Act. The SEC issued
final rules implementing this section on August 29, 2002.\5\ The rules
took effect on the same day.
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\5\ 67 FR 57275 (Sept. 9, 2002). Section 906 of the Sarbanes-
Oxley Act is a criminal statute and includes another certification
requirement that is separate from the certification requirements of
section 302. Section 906 provides that all periodic reports that
contain financial statements and that are filed by public issuers
under sections 13(a) or 15(d) of the Exchange Act must include a
written certification by the chief executive officer and chief
financial officer (or equivalent) that (1) the report complies with
the requirements of section 13(a) or 15(d) of the Exchange Act, and
(2) the information contained in the periodic report fairly
presents, in all material respects, the financial condition and
results of operations of the issuer. Section 906 became effective on
July 30, 2002, and persons who knowingly or willfully make false
certifications are subject to specified criminal penalties. See 18
U.S.C. 1350. The plain language of section 906 specifically refers
to periodic reports filed by a public issuer with the SEC although
Section 12(i) of the Exchange Act requires bank issuers to file
periodic reports with their banking regulator. Because section 906
is a criminal statute, the Department of Justice has jurisdiction to
determine whether the requirements of the statute apply to issuers
that file their periodic reports with the Federal banking agencies
rather than the SEC. Until the Department of Justice clarifies this
issue, national bank issuers should continue to file their section
906 certifications as part of the periodic reports that they file
with the OCC.
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[sbull] Section 303 requires the SEC to issue rules prohibiting the
officers and directors of public issuers, and persons acting under
their direction, from fraudulently influencing, coercing, manipulating,
or misleading the issuer's independent auditor for purposes of
rendering the issuer's financial statements materially misleading. The
SEC published proposed rules implementing this section on October 24,
2002.\6\ On April 24, 2003, the SEC voted to adopt final rules, which
will take effect 30 days after publication in the Federal Register.\7\
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\6\ 67 FR 65325 (Oct. 24, 2002).
\7\ See SEC Press Release 2003-51 (Apr. 24 2003). The
publication of this rule in the Federal Register is pending.
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[sbull] Section 304 requires the chief executive officer and chief
financial officer of public issuers to reimburse the issuer for certain
compensation and profits received if the issuer is required to restate
its financial reports due to material noncompliance, as a result of
misconduct, with any financial reporting requirements under the Federal
securities laws. The requirements of section 304 took effect on July
30, 2002. No implementing regulations are required.
[sbull] Section 306(a) prohibits the directors and executive
officers of any public issuer of equity securities from purchasing,
selling, or transferring any equity security acquired by the director
or executive officer in connection with his or her service as a
director or executive officer during any ``blackout period'' with
respect to the security. A ``blackout period'' generally is a period of
three consecutive business days during which trading in the issuer's
securities is suspended for 50% or more of the beneficiaries of the
issuer's individual account plans. The SEC adopted final regulations
pursuant to section 306(a) on January 26, 2003. \8\ The rules took
effect on the same day.
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\8\ 68 FR 4338 (Jan. 28, 2003).
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[sbull] Section 401(b) requires the SEC to issue rules that
prohibit issuers from including misleading pro forma financial
information in their reports under the securities laws or in any public
release. Issuers also must reconcile any pro forma financial
information included in such filings or public releases with the
issuer's financial statements prepared in accordance with generally
accepted accounting principles (GAAP). The SEC has issued final
implementing regulations,\9\ which apply to releases and disclosures
made after March 28, 2003, and to annual and quarterly reports filed
with respect to fiscal periods ending after March 28, 2003.
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\9\ 68 FR 4820 (Jan. 30, 2003).
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[sbull] Section 404 mandates that the SEC issue rules that require
all annual reports filed under section 13(a) or 15(d) of the Exchange
Act to include certain statements and assessments related to the
issuer's internal control structures and procedures for financial
reporting.\10\ There is no statutory deadline for adoption of final
rules implementing the requirements of section 404. The SEC published a
proposed rule on October 30, 2002.\11\
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\10\ Section 404 also requires the registered public accounting
firm that prepares or issues the audit report for the issuer's
annual report to attest to, and report on, the issuer's assessment
of its internal control structures and procedures for financial
reporting.
\11\ 67 FR 66207 (Oct. 30, 2002).
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[sbull] Section 406 mandates that the SEC adopt rules that require
public issuers to (1) disclose in their periodic reports filed under
the Exchange Act whether the issuer has adopted a code of ethics for
its senior financial officers and, if not, the reasons why such a code
has not been adopted; and (2) promptly disclose on Form 8-K any change
to, or waiver of, the issuer's code of ethics. The SEC published a
final rule implementing this section on January 31, 2003. \12\ The
requirements of that rule took effect on March 3, 2003.
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\12\ 68 FR 5110 (Jan. 31, 2003).
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[sbull] Section 407 mandates that the SEC adopt rules that require
public issuers to disclose in their periodic reports filed under the
Exchange Act whether the audit committee of the issuer includes at
least one financial expert and, if not, the reasons why the audit
committee does not include such an expert. The SEC published a final
rule implementing this section on January 31, 2003.\13\ The
requirements of that rule took effect on March 3, 2003.
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\13\ 68 FR 5110 (Jan. 31, 2003).
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Description of the Proposed Rule
Part 11 of the OCC's regulations, entitled ``Securities Exchange
Act Disclosure Rules,'' currently implements the requirements of
section 12(i) by applying to registered national banks, by means of
cross-reference, the SEC's regulations implementing the reporting and
disclosure provisions of sections 12, 13, 14(a), 14(c), 14(d), 14(f),
and 16 of the Exchange Act. Part 11 requires national banks to file
with the OCC any reports or forms required by the SEC's regulations.
We are proposing to amend part 11 to reflect the new provisions of
the Sarbanes-Oxley Act that the OCC is required to administer and
enforce with respect to registered national banks. Accordingly, the
proposal revises Sec. 11.2 to cross-reference new subsection 10A(m) of
the Exchange Act and sections 302, 303, 304, 306, 401(b), 404, 406, and
407 of the Sarbanes-Oxley Act. The effect of the proposal is to require
registered national banks to comply with the rules issued by the SEC
pursuant to those statutory provisions.
Part 16 of the OCC's regulations, entitled ``Securities Offering
Disclosure Rules,'' sets forth rules governing the offer and sale of
securities by national bank issuers that are not subject to the
registration and reporting requirements of the Securities Act of
1933.\14\ Section 16.20 of the regulation mirrors the requirements of
section 15(d) of the Exchange Act \15\ and requires each national bank
that files a registration statement that has been declared effective by
the OCC pursuant to part 16 to file the current and periodic reports
required by section 13 of the Exchange Act \16\ in accordance with the
SEC's regulation 15D, as if the securities covered by the registration
statement were securities registered pursuant to section 12 of the
Exchange Act.
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\14\ As of December 31, 2002, there were approximately 20
national banks subject to the requirements of part 16.20.
\15\ 15 U.S.C. 78o(d).
\16\ 15 U.S.C. 78m.
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The proposal revises section 16.20 to reference sections 10A(m) and
13 of the Exchange Act and to cross-reference the requirements of the
revised Sec. 11.2(a)(1)(ii). The effect of the proposal is to require
banks filing registration statements pursuant to part 16 to comply with
certain provisions of the Exchange Act, including new subsection
10A(m), and those sections of the Sarbanes-Oxley Act that are directly
applicable to section 15(d) filers and that are administered and
enforced by the OCC with respect to registered national banks. The
proposal is thus consistent with the objectives of part 16, which we
adopted in order to promote generally comparable treatment between
national bank issuers of securities and other issuers that are directly
subject to section 15(d).\17\
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\17\ See 59 FR 54789, 54790 (Nov. 2, 1994) (preamble to most
recent revisions to part 16).
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Sections 11.2 and 16.20 currently cross-reference both the
statutory provisions that the OCC has the authority to administer and
enforce and the SEC's regulations implementing
[[Page 27755]]
those provisions. The proposed rule eliminates cross-references to the
specific sections of the SEC's regulations in favor of a more general
reference to the rules, regulations, and forms adopted by the SEC
pursuant to the listed statutory provisions. The existing statutory
cross-references in parts 11 and 16 are adequate, in our judgment, to
alert registered national banks and national banks required by part 16
to make filings pursuant to section 15(d) of the Exchange Act of the
requirements that apply to them and to prompt them to consult the
appropriate SEC regulations.
National banks may also monitor the Federal Register, the SEC's Web
site,\18\ and other appropriate publications to ensure that they are
aware of developments that affect them. If the rules or forms issued by
the SEC under these sections require issuers to file documents with the
SEC, national banks must make such filings with the OCC in accordance
with the provisions of part 11 or part 16, as appropriate.
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\18\ See http://www.sec.gov.
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Request for Comments
The OCC solicits comment on all aspects of the proposed rule.
Commenters who suggest that the OCC modify the requirements of the
SEC's rules, regulations, and forms for registered national banks
should support their request by demonstrating how such a modification
would satisfy the standard in section 12(i); that is, with respect to
registered national banks, that the SEC's rules, regulations or forms
are not necessary or appropriate in the public interest or for the
protection of investors.
Solicitation of Comments on Use of Plain Language
Section 722 of the Gramm-Leach-Bliley Act, Public Law 106-102,
section 722, 113 Stat. 1338, 1471 (November 12, 1999), requires the
Federal banking agencies to use plain language in all proposed and
final rules published after January 1, 2000. We invite your comments on
how to make this proposal easier to understand. For example:
[sbull] Have we organized the material to suit your needs? If not,
how could this material be better organized?
[sbull] Are the requirements in the proposed regulation clearly
stated? If not, how could the regulation be more clearly stated? Is it
appropriate to eliminate specific cross-references in our rules to
specific provisions of the SEC's rules?
[sbull] Does the proposed regulation contain language or jargon
that is not clear? If so, which language requires clarification?
[sbull] Would a different format (grouping and order of sections,
use of headings, paragraphing) make the regulation easier to
understand? If so, what changes to the format would make the regulation
easier to understand?
[sbull] What else could we do to make the regulation easier to
understand?
Regulatory Analysis
Regulatory Flexibility Act
Pursuant to section 605(b) of the Regulatory Flexibility Act, 5
U.S.C. 605(b) (RFA), the regulatory flexibility analysis otherwise
required under section 604 of the RFA is not required if the agency
certifies that the rule will not have a significant economic impact on
a substantial number of small entities and publishes its certification
and a short, explanatory statement in the Federal Register along with
its rule. As of December 31, 2002, there were approximately 25 national
banks that had a class of securities registered under sections 12(b) or
12(g) of the Exchange Act and therefore subject to the proposed
amendments to part 11. As of the same date, only 15 of these
institutions have assets of less than $100 million and are considered
small entities for purposes of the RFA. See 5 U.S.C. 601; 13 CFR
121.201. As of December 31, 2002, there were approximately 20 national
banks subject to part 16 reporting requirements.
Based on the relatively small number of national banks affected by
the proposed revisions to parts 11 and 16 of our rules, the OCC hereby
certifies that this proposal will not have a significant economic
impact on a substantial number of small entities. Accordingly, a
regulatory flexibility analysis is not needed.
Paperwork Reduction Act of 1995
In accordance with the Paperwork Reduction Act of 1995, the OCC may
not conduct or sponsor, and a respondent is not required to respond to,
an information collection unless it displays a currently valid Office
of Management and Budget (OMB) control number.
The information collection requirements contained in this notice of
proposed rulemaking have been submitted to OMB for review and approval
under OMB Control Number 1557-0106 ((MA)--Securities Exchange Act
Disclosure Rules--12 CFR part 11) and OMB Control Number 1557-0120
((MA)--Securities Offering Disclosure Rules--12 CFR part 16).
The OCC is proposing to revise 12 CFR part 11 to reflect amendments
to section 12(i) of the Securities Exchange Act of 1934 (Exchange Act)
made by the Sarbanes-Oxley Act of 2002. These amendments to section
12(i) give the OCC the authority to administer and enforce a number of
the Sarbanes-Oxley Act's new reporting, disclosure, and corporate
governance requirements with respect to national banks that have a
class of securities registered under the Exchange Act.
The OCC is also proposing to make conforming revisions to 12 CFR
part 16, which prescribes securities offering disclosure rules for
national banks that issue securities that are not subject to the
registration requirements of the Securities Act of 1933. The proposed
rule amends section 16.20 to include references to the requirements of
the Sarbanes-Oxley Act that the OCC is authorized to administer and
enforce.
12 CFR part 11 incorporates by reference the applicable SEC
regulations. The OCC does not maintain its own forms for collecting
information and instead requires reporting banks to file SEC forms.
Part 11 ensures that publicly owned national banks provide adequate
information about their operation to current and potential
shareholders, depositors, and to the public. The OCC reviews the
information to ensure that it complies with Federal law and makes
public all information required to be filed under these rules.
Investors, depositors, and the public use the information to make
informed investment decisions.
Title: (MA)--Securities Exchange Act Disclosure Rules (12 CFR part
11).
OMB Number: 1557-0106.
Form Numbers: SEC Forms 3, 4, 5, 8-K, 10, 10-K, 10-Q, Schedules
13D, 13G, 14A, 14B, and 14C.
Estimated number of respondents: 75.
Estimated number of responses: 456.
Average hours per response: Varies.
Estimated total burden hours: 4,156.5 hours.
The likely respondents: National banks, individuals.
The information collection requirements in 12 CFR part 16 enable
the OCC to perform its responsibilities relating to offerings of
securities by national banks by providing the investing public with
facts about the condition of a bank, the reasons for raising new
capital, and the terms of securities offerings. Part 16 generally
requires banks to conform to the Securities and Exchange Commission
rules.
Title: (MA)--Securities Offering Disclosure Rules (12 CFR part 16).
OMB Number: 1557-0120.
Description: Sections 16.3 and 16.5 require a national bank to file
its
[[Page 27756]]
registration statement with the OCC. Section 16.4 requires a national
bank to submit certain communications not deemed an offer to the OCC.
Section 16.5 provides an exemption for items that satisfy the
requirements of SEC Rule 144, which, in turn, requires certain filings.
Section 16.6 requires a national bank to file documents with the OCC
and to make certain disclosures to purchasers in sales of
nonconvertible debt. Section 16.7 requires a national bank to file a
notice with the OCC. Section 16.8 requires a national bank to file
offering documents with the OCC. Section 16.15 requires a national bank
to file a registration statement and sets forth content requirements
for the registration statement. Section 16.17 requires a national bank
to file four copies of each document filed under part 16, and requires
filers of amendments or revisions to underline or otherwise indicate
clearly any changed information. Section 16.18 requires a national bank
to file an amended prospectus when the information in the current
prospectus becomes stale, or when a change in circumstances makes the
current prospectus incorrect. Section 16.19 requires a national bank to
submit a request to the OCC if it wishes to withdraw a registration
statement, amendment, or exhibit. Section 16.20 requires a national
bank to file current and periodic reports as required by sections 10A
and 13 of the Exchange Act and those provisions of the Sarbanes-Oxley
Act that the OCC is authorized to enforce. Section 16.30 requires a
national bank to include certain elements and follow certain procedures
in any request to the OCC for a no-objection letter.
Estimated number of respondents: 73.
Estimated number of responses: 73.
Average hours per response: Varies.
Estimated total burden hours: 2,275 hours.
Likely respondents: National banks.
Comments
The OCC invites comments on:
(1) Whether the collection of information contained in the proposed
rulemaking is necessary for the proper performance of the OCC's
functions, including whether the information has practical utility;
(2) The accuracy of the OCC's estimate of the burden of the
information collection, including the validity of the methodology and
assumptions used;
(3) Ways to enhance the quality, utility, and clarity of the
information to be collected:
(4) Ways to minimize the burden of the information collection on
respondents, including the use of automated collection techniques or
other forms of information technology; and
(5) Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of services to provide information.
OMB is required to make a decision concerning these collections of
information between 30 and 60 days after publication of this document
in the Federal Register. Therefore, a comment is best assured of having
its full effect if OMB receives it within 30 days of publication.
Comments should be sent to:
Jessie Dunaway, Clearance Officer, Office of the Comptroller of the
Currency, Legislative and Regulatory Activities Division, Attention:
1557-0106 & 1557-0120, 250 E Street, SW., Mailstop 8-4, Washington, DC,
20219. Due to delays in delivery of paper mail in the Washington area,
commenters are encouraged to submit comments by fax or email. Comments
may be sent by fax to 202-874-4448 or by e-mail to
regs.comments@occ.treas.gov. Joseph F. Lackey, Jr., Desk Officer, Office of Information and
Regulatory Affairs, Attention: 1557-0106 & 1557-0120, Office of
Management and Budget, Room 10235, Washington, DC 20503. Comments may
also be sent by e-mail to jlackeyj@omb.eop.gov.
Unfunded Mandates Reform Act
Section 202 of the Unfunded Mandates Reform Act of 1995 requires
that an agency prepare a budgetary impact statement before promulgating
a rule that includes a Federal mandate that may result in expenditure
by State, local, and tribal governments, in the aggregate, or by the
private sector, or $100 million or more in any one year. If a budgetary
impact statement is required, section 205 of the Unfunded Mandates
Reform Act also requires an agency to identify and consider a
reasonable number of regulatory alternatives before promulgating a
rule. The OCC has determines that this proposal will not result in
expenditure by State, local, and tribal governments, in the aggregate,
or by the private sector, or $100 million or more in any one year.
Accordingly, we have not prepared a budgetary impact statement.
Executive Order 12866
The Comptroller of the Currency has determined that this proposal
does not constitute a ``significant regulatory action'' for the
purposes of Executive Order 12866.
List of Subjects
12 CFR Part 11
Confidential business information, National banks, Reporting and
recordkeeping requirements, Securities.
12 CFR Part 16
National banks, Reporting and recordkeeping requirements,
Securities.
Authority and Issuance
For the reasons set forth in the preamble, the OCC proposes to
amend parts 11 and 16 of chapter I of title 12 of the Code of Federal
Regulations as follows:
PART 11--SECURITIES EXCHANGE ACT DISCLOSURE RULES
1. The authority citation for part 11 is revised to read as
follows:
Authority: 12 U.S.C. 93a; 15 U.S.C. 78l, 78m, 78n, 78p, 78w,
7241, 7242, 7243, 7244, 7261, 7262, 7264 and 7265.
2. Section 11.2 is revised to read as follows:
Sec. 11.2 Reporting requirements for registered national banks.
(a) Filing, disclosure and other requirements--(1) General. Except
as otherwise provided in this section, a national bank whose securities
are subject to registration pursuant to section 12(b) or section 12(g)
of the Securities Exchange Act of 1934 (the 1934 Act) (15 U.S.C. 78l(b)
and (g)) shall comply with the rules, regulations, and forms adopted by
the Securities and Exchange Commission (Commission) pursuant to--
(i) Sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f) and 16 of
the 1934 Act (15 U.S.C. 78f(m), 78l, 78m, 78n(a), (c), (d) and (f), and
78p); and
(ii) Sections 302, 303, 304, 306, 401(b), 404, 406 and 407 of the
Sarbanes-Oxley Act of 2002 (codified at 15 U.S.C. 7241, 7242, 7243,
7244, 7261, 7262, 7264 and 7265).
(2) [Reserved]
(b) References to the Commission. Any references to the
``Securities and Exchange Commission'' or the ``Commission'' in the
rules, regulations and forms described in paragraph (a)(1) of this
section shall with respect to securities issued by registered national
banks be deemed to refer to the OCC unless the context otherwise
requires.
PART 16--SECURITIES OFFERING DISCLOSURE RULES
1. The authority citation for part 16 continues to read as follows:
Authority: 12 U.S.C. 1 et seq. and 93a.
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2. Section 16.20 is revised to read as follows:
Sec. 16.20 Compliance with requirements of the securities laws.
(a) Each bank that files a registration statement that has been
declared effective pursuant to this part shall comply with the rules,
regulations, and forms adopted by the Commission pursuant to sections
10A(m) and 13 of the Exchange Act and those provisions of the Sarbanes-
Oxley Act of 2002 that are listed in Sec. 11.2(a)(1)(ii) of this
chapter as if the securities covered by the registration statement were
securities registered pursuant to section 12 of the Exchange Act (15
U.S.C. 78l).
(b) Suspension of the duty to file current and periodic reports
under this section will be in accordance with section 15(d) of the
Exchange Act (15 U.S.C. 78o(d)).
(c) Paragraph (a) of this section does not apply if the bank is a
subsidiary of a one-bank holding company, the financial statements of
the bank and the parent bank holding company are substantially the
same, and the bank's parent bank holding company files current and
periodic reports pursuant to section 13 of the Exchange Act (15 U.S.C.
78m).
(d) Paragraph (a) of this section does not apply if the bank files
the registration statement in connection with a merger, consolidation,
or acquisition of assets subject to 12 CFR 5.33(e)(8).
Dated: April 29, 2003.
John D. Hawke, Jr.,
Comptroller of the Currency.
[FR Doc. 03-12259 Filed 5-20-03; 8:45 am]
BILLING CODE 4810-33-P