OCC 2004-7
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:  Final Rule

Date:         January 15, 2004 
 
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 
final rule in the Federal Register on December 9, 2003.  The final rule, 
entitled “Reporting and Disclosure Requirements for National Banks With 
Securities Registered Under the Securities Exchange Act of 1934; 
Securities Offering Disclosure Rules,” amends 12 CFR 11, which implements 
section 12(i) of the Securities Exchange Act of 1934 (Exchange Act), and 
12 CFR 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).  The final rule became effective on January 8, 
2004.

Titles III and IV of the Sarbanes–Oxley Act included 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 securities 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 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 SEC).  The final rule amends part 11 of OCC 
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 to the 
amendment to section 12(i) made by the Sarbanes–Oxley Act.  

Part 16 of the OCC’s regulations 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 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 final rule amends section 16.20 by adding a reference to section 13 
of the Exchange Act and to cross-reference the requirements of the 
revised 12 CFR 11.2(a)(1)(ii).  The effect of the final rule 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 that 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 68489
	   http://www.occ.treas.gov/fr/fedregister/68fr68489.pdf