OCC 2003-28	
OCC Bulletin

Subject:      Reporting and Disclosure Requirements for National Banks 
              with Securities Registered Under the Securities Exchange 
              Act of 1934; Securities Offering Disclosure Rules
Description:  Notice of Proposed Rulemaking

Date:         June 26, 2003 

TO:  Chief Executive Officers of All National Banks, Federal 
     Branches and Agencies, Department and Division Heads, and All 
     Examining Personnel

The Office of the Comptroller of the Currency (OCC) published the 
attached notice of proposed rulemaking (NPRM) in the Federal 
Register at 68 FR 27753 on May 21, 2003.  The NPRM, entitled 
“Reporting and Disclosure Requirements for National Banks With 
Securities Registered Under the Securities Exchange Act of 1934; 
Securities Offering Disclosure Rules,” amends part 11, which 
implements section 12(i) of the Securities Exchange Act of 1934 
(Exchange Act), and part 16, which governs the sale of securities 
issued by national banks that are not required to be registered 
pursuant to the Securities Act of 1933 (Securities Act).

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley 
Act.  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 public securities 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 certain 
provisions of the act with respect to registered national banks.

Part 11 of the OCC’s regulations, entitled “Securities Exchange Act 
Disclosure Rules,” currently applies the reporting and disclosure 
provisions of sections 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of 
the Exchange Act to registered national banks, and requires those 
national banks to file any reports or forms required by such 
regulations with the OCC (rather than the Securities Exchange 
Commission (SEC) ).  The NPRM amends part 11 of our rules to add 
cross-references to the new provisions that the OCC is required by 
the Sarbanes-Oxley Act to administer and enforce.  The effect of the 
proposal will be to conform the OCC’s rules with the amendment to 
section 12(i) made by the Sarbanes-Oxley Act.

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.  
Section 16.20 of the regulation mirrors the requirements of section 
15(d) of the Exchange Act 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 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.

The NPRM amends section 16.20 to add a reference to sections 10A(m) 
and 13 of the Exchange Act and to cross-reference the requirements 
of the revised section 11.2(a)(ii).  The effect of the proposal is 
to require banks filing registration statements pursuant to part 16 
to comply with the rules issued by the SEC pursuant to those 
sections of the Exchange Act, including new subsection 10A(m), and 
those provisions of the Sarbanes-Oxley Act that are directly 
applicable to other section 15(d) filers and which the OCC is 
authorized to enforce.

For further information, contact MaryAnn Nash, counsel, Legislative 
and Regulatory Activities Division at (202) 874-5090.



						
Julie L. Williams
First Senior Deputy Comptroller and Chief Counsel


Attachment—68 FR 27753
[ http://www.occ.treas.gov/fr/fedregister/68fr27753.pdf ]