[Federal Register Volume 68, Number 98 (Wednesday, May 21, 2003)]
[Proposed Rules]
[Pages 27753-27757]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-12259]


 ========================================================================
 Proposed Rules
                                                 Federal Register
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 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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 

  Federal Register / Vol. 68, No. 98 / Wednesday, May 21, 2003 / 
Proposed Rules  

[[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 [email protected]. 
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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[[Page 27754]]

    [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 
[email protected].
    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 [email protected].

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.


[[Page 27757]]


    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