Electronic Filing and Disclosure of Beneficial Ownership Reports, 46403-46405 [05-15750]

Download as PDF 46403 Rules and Regulations Federal Register Vol. 70, No. 153 Wednesday, August 10, 2005 This section of the FEDERAL REGISTER contains regulatory documents having general applicability and legal effect, most of which are keyed to and codified in the Code of Federal Regulations, which is published under 50 titles pursuant to 44 U.S.C. 1510. The Code of Federal Regulations is sold by the Superintendent of Documents. Prices of new books are listed in the first FEDERAL REGISTER issue of each week. DEPARTMENT OF THE TREASURY Office of the Comptroller of the Currency 12 CFR Part 11 [Docket No. 05–14] RIN 1557–AC75 Electronic Filing and Disclosure of Beneficial Ownership Reports Office of the Comptroller of the Currency, Treasury. ACTION: Final rule. AGENCY: SUMMARY: The Office of the Comptroller of the Currency (OCC) is issuing this final rule to adopt in final form, without substantive change, an interim rule to amend the OCC’s rules, policies, and procedures to require the electronic filing of beneficial ownership reports by officers, directors, and major shareholders of national banks that have equity securities registered under the Securities Exchange Act of 1934. As required by the interim rule, this final rule requires that all reports filed with the OCC under section 16(a) of the Securities Exchange Act of 1934 must be filed electronically and posted on a registered national bank’s Web site, if it has one, as soon as practicable. This final rule clarifies procedures for officers, directors, and principal shareholders of registered national banks to comply with these mandated electronic filing requirements. DATES: This final rule is effective on September 9, 2005. FURTHER INFORMATION CONTACT: Asa Chamberlayne, Counsel, Securities and Corporate Practices Division, 202–874– 5210, or Martha Vestal Clarke, Counsel, Legislative and Regulatory Activities Division, 202–874–5090. SUPPLEMENTARY INFORMATION: VerDate jul<14>2003 13:34 Aug 09, 2005 Jkt 205001 Background The Securities Exchange Act of 1934 (Exchange Act) seeks to protect investors by requiring accurate, reliable, and timely corporate securities disclosures. Generally, companies with equity securities that are subject to the registration requirements under section 12 of the Exchange Act (15 U.S.C. 78l) must register these securities with the Securities and Exchange Commission (SEC). Section 16(a) of the Exchange Act (15 U.S.C. 78p(a)) requires directors, executive officers, and direct or indirect beneficial owners of more than 10 percent of a class of securities that are registered under the Exchange Act (insiders) to file beneficial ownership reports regarding their ownership and transactions in the company’s securities.1 Section 12(i) of the Exchange Act (15 U.S.C. 78l(i)) vests the OCC, rather than the SEC, with the power to issue regulations implementing certain Exchange Act requirements with respect to national banks that have equity securities registered under the Exchange Act (registered national banks), including section 16, and with the authority to administer and enforce these requirements.2 As amended by the Sarbanes-Oxley Act of 2002, Pub. L. 107–204, section 16(a) requires that insiders of a registered company, including a registered national bank, must file beneficial ownership reports: (1) At the time the company registers its securities pursuant to section 12 of the Exchange Act; (2) within 10 days after becoming an insider of a registered national bank; and (3) within two business days after an insider consummates a transaction resulting in a change in ownership, or resulting in the purchase or sale of a security-based swap agreement,3 in the registered securities. These provisions became effective on August 29, 2002. Section 16(a)(4) (15 U.S.C. 78p(a)(4)) also requires that, beginning July 30, 1 Section 16(a) also requires an entity that has registered its securities under the Exchange Act to file initial and transactional reports with any national securities exchange on which it has listed its securities. See 15 U.S.C. 78p(a). 2 Under section 12(i), the other Federal banking agencies have the same authority with respect to the registered depository institutions that they supervise. See 15 U.S.C. 78l(i). 3 The term ‘‘security-based swap agreement’’ is defined in section 206(b) of the Gramm-LeachBliley Act (15 U.S.C. 78c note). PO 00000 Frm 00001 Fmt 4700 Sfmt 4700 2003, insiders must file their change-inownership reports electronically. Moreover, the SEC, and the OCC in the case of registered national banks, must make these filings available to the public on the Internet not later than the end of the business day following the filing. Also, a registered company, including a registered national bank, must post its insiders’ change-inownership reports on its Web site, if it has a Web site, not later than the end of the business day following the filing. The SEC’s final rules implementing these requirements for other public companies mandate that all beneficial ownership reports filed under section 16(a), not only the change-in-ownership reports, must be filed electronically and posted on a public company’s Web site, if the company has a Web site, not later than the end of the business day following the filing. In addition, the SEC provides Internet access to all such filings that are filed with the SEC. The SEC’s rules were effective for all section 16(a) filings that are made on or after June 30, 2003.4 The SEC’s final rules also amended 17 CFR 240.16a–3, which applies to registered national banks through the OCC’s regulations at 12 CFR 11.2(b)(2). As amended by the SEC, 17 CFR 240.16a–3 provides that any issuer with a corporate Web site must post any section 16(a) report on that Web site by the end of the business day after the filing, and the filing must remain accessible on the Web site for at least 12 months. These same requirements apply to registered national banks. On September 22, 2003, the OCC published and requested comment on an interim rule amending 12 CFR part 11 (see 68 FR 54981). In the interim rule, we imposed requirements similar to those adopted by the SEC and required that all section 16(a) reports must be filed electronically by the required due dates. To provide for the electronic filing of insiders’ reports under section 16(a) of the Exchange Act, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and the OCC created an electronic filing system utilizing the FDICconnect secure Web platform. This filing system became operational on July 30, 2003. In order to assure that this new system was operating effectively, we did 4 See E:\FR\FM\10AUR1.SGM 68 FR 25788 (May 13, 2003). 10AUR1 46404 Federal Register / Vol. 70, No. 153 / Wednesday, August 10, 2005 / Rules and Regulations not require compliance with the electronic filing and Web site posting requirements until January 1, 2004. We advised that, before January 1, 2004, to the extent practicable, registered national banks should post the section 16(a) filings on their Web sites and their insiders should file their section 16(a) reports electronically. authority citation for part 11 that is no longer necessary. The OCC made this change already in a final rule amending 12 CFR parts 11 and 16, ‘‘Reporting and Disclosure Requirements for National Banks With Securities Registered Under the Securities Exchange Act of 1934; Securities Offering Disclosure Rules,’’. See 68 FR 68489 (Dec. 9, 2003). Description of Comments and Final Rule The comment period on the interim rule ended November 21, 2003, and no comments were received. Moreover, while a very few banks may have had some minor problems connecting to or filing reports on FDICconnect in the past, no further problems have been reported. Thus, the OCC is adopting the interim rule as a final rule with no substantive modifications. Accordingly, the final rule revises 12 CFR 11.3(a), which relates to filing requirements and the inspection of documents filed with the OCC pursuant to the Exchange Act. The rule contains a new § 11.3(a)(2), which provides that statements that are required to be filed electronically pursuant to section 16(a) of the Exchange Act shall be filed electronically. New § 11.3(a)(4) clarifies that the electronic filing and Web site posting requirements are mandatory for section 16(a) statements that are required to be filed on or after January 1, 2004. The final rule also adds a new § 11.3(a)(3)(ii) which provides that an electronic filing pursuant to section 16(a) of the Exchange Act submitted by direct transmission on or before 10 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect, shall be deemed filed on the same business day. This aspect of the final rule is consistent with the SEC’s rules applicable to electronic filings that apply to other registered companies. See 17 CFR 232.13(a)(4). The OCC’s current rule at § 11.2(b)(2) references the requirements in the SEC’s rules that a public company that has a Web site must post any filings on Forms 3, 4, or 5— the forms for filing beneficial ownership reports under section 16(a) of the Exchange Act—by the end of the business day after the filing and continue to make that form accessible on its Web site for at least 12 months. See 17 CFR 240.16a–3. Under the OCC’s current rules, a registered national bank is required to post these filings on its Web site, if it has one, in accordance with 17 CFR 240.16a–3. The OCC has adopted the interim rule with one technical modification concerning the authority citation. The interim rule contained a change to the Regulatory Analysis VerDate jul<14>2003 13:34 Aug 09, 2005 Jkt 205001 Paperwork Reduction Act 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 collections of information requirements in 12 CFR part 11, including the requirements in this final rule, have been submitted to and approved by OMB under OMB Control Number 1557–0106. 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 registered national banks subject to the 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. Based on the relatively small number of national banks affected by the final rule and the fact that the requirements will not materially change the operating environment for those banks, the OCC hereby certifies that this rulemaking will not have a significant economic impact on a substantial number of small entities. Accordingly, a regulatory flexibility analysis is not needed. Unfunded Mandates Reform Act of 1995 Section 202 of the Unfunded Mandates Reform Act of 1995, Pub. L. 104–04 (Unfunded Mandates Act) 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, of $100 million or more PO 00000 Frm 00002 Fmt 4700 Sfmt 4700 in any one year. If a budgetary impact statement is required, section 205 of the Unfunded Mandates Act also requires an agency to identify and consider a reasonable number of regulatory alternatives before promulgating a rule. The OCC has determined that the final rule will not result in expenditures by State, local, or tribal governments or by the private sector of $100 million or more. Accordingly, the OCC has not prepared a budgetary impact statement or specifically addressed the regulatory alternatives considered. Executive Order 12866 The OCC has determined that this final rule does not constitute a ‘‘significant regulatory action’’ for the purposes of Executive Order 12866. List of Subjects in 12 CFR Part 11 Confidential business information, National banks, Reporting and recordkeeping requirements, Securities. PART 11—SECURITIES EXCHANGE ACT DISCLOSURE RULES 1. The authority citation for part 11 continues to read as follows: I 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. In § 11.3, paragraph (a) is revised to read as follows: I § 11.3 Filing requirements and inspection of documents. (a) Filing requirements. (1) General. Except as otherwise provided in this section, all papers required to be filed with the OCC pursuant to the 1934 Act or regulations thereunder shall be submitted in quadruplicate to the Securities and Corporate Practices Division, Office of the Comptroller of the Currency, 250 E Street, SW., Washington, DC 20219. Material may be filed by delivery to the OCC through the mail, by fax (202–874–5279), or otherwise. (2) Statements filed pursuant to section 16(a) of the 1934 Act. Statements required under section 16(a) of the 1934 Act shall be filed electronically, as directed by the OCC. (3) Date of filing. (i) General. The date on which papers are actually received by the OCC shall be the date of filing, if the person or bank filing the papers has complied with all applicable requirements. (ii) Electronic filings. An electronic filing of a statement required under section 16(a) of the 1934 Act that is submitted by direct transmission on or before 10 p.m. Eastern Standard Time or Eastern Daylight Savings Time, E:\FR\FM\10AUR1.SGM 10AUR1 Federal Register / Vol. 70, No. 153 / Wednesday, August 10, 2005 / Rules and Regulations whichever is currently in effect, shall be deemed filed on the same business day. (4) Mandatory compliance date. Compliance with paragraph (a)(2) of this section and any applicable requirements that such statements must be posted on a registered national bank’s Web site are mandatory for statements required to be filed on or after January 1, 2004. * * * * * Dated: August 3, 2005. Julie L. Williams, Acting Comptroller of the Currency. [FR Doc. 05–15750 Filed 8–9–05; 8:45 am] BILLING CODE 4810–33–P DEPARTMENT OF DEFENSE Department of the Air Force Air Force Instruction 33–332; Privacy Act of 1974; Implementation Department of the Air Force. ACTION: Final rule. AGENCY: SUMMARY: The Department of the Air Force is deleting an exemption rule for the system of records F031 DOD A, entitled ‘‘Joint Personnel Adjudication System (JPAS)’’. The system of records was transferred to the Defense Security Service and assigned the identifier V5– 05, entitled ‘‘Joint Personnel Adjudication System (JPAS)’’, which was published in the Federal Register on July 1, 2005 (70 FR 38120). The exemption rule for the system of records also was transferred to the Defense Security Service and incorporated into its existing rules at 32 CFR 321.13(h) which was published in the Federal Register on July 1, 2005 (70 FR 38009). The exemption rule for the system of records is therefore being deleted. DATES: Effective August 10, 2005. FOR FURTHER INFORMATION CONTACT: Mrs. Novella Hill at (703) 588–7855. SUPPLEMENTARY INFORMATION: Executive Order 12866, ‘‘Regulatory Planning and Review’’ It has been determined that Privacy Act rules for the Department of Defense are not significant rules. The rules do not (1) Have an annual effect on the economy of $100 million or more or adversely affect in a material way the economy; a sector of the economy; productivity; competition; jobs; the environment; public health or safety; or State, local, or tribal governments or communities; (2) Create a serious inconsistency or otherwise interfere with an action taken or planned by 13:34 Aug 09, 2005 Jkt 205001 Public Law 96–354, ‘‘Regulatory Flexibility Act’’ (5 U.S.C. Chapter 6) It has been determined that Privacy Act rules for the Department of Defense do not have significant economic impact on a substantial number of small entities because they are concerned only with the administration of Privacy Act systems of records within the Department of Defense. Public Law 96–511, ‘‘Paperwork Reduction Act’’ (44 U.S.C. Chapter 35) 32 CFR Part 806b VerDate jul<14>2003 another Agency; (3) Materially alter the budgetary impact of entitlements, grants, user fees, or loan programs, or the rights and obligations of recipients thereof; or (4) Raise novel legal or policy issues arising out of legal mandates, the President’s priorities, or the principles set forth in this Executive order. It has been determined that Privacy Act rules for the Department of Defense impose no information requirements beyond the Department of Defense and that the information collected within the Department of Defense is necessary and consistent with 5 U.S.C. 552a, known as the Privacy Act of 1974. Section 202, Public Law 104–4, ‘‘Unfunded Mandates Reform Act’’ It has been determined that Privacy Act rulemaking for the Department of Defense does not involve a Federal mandate that may result in the expenditure by State, local and tribal governments, in the aggregate, or by the private sector, of $100 million or more and that such rulemaking will not significantly or uniquely affect small governments. Executive Order 13132, ‘‘Federalism’’ It has been determined that Privacy Act rules for the Department of Defense do not have federalism implications. The rules do not have substantial direct effects on the States, on the relationship between the National Government and the States, or on the distribution of power and responsibilities among the various levels of government. List of Subjects in 32 CFR Part 806b Privacy. Accordingly, 32 CFR 806b is to be amended to read as follows: I PART 806B—PRIVACY ACT PROGRAM 1. The authority citation for 32 CFR part 806b continues to read as follows: I Authority: Pub. L. 93–579, 88 Stat. 1896 (5 U.S.C. 552a). PO 00000 Frm 00003 Fmt 4700 Sfmt 4700 Appendix D 46405 [Amended] 2. In part 806b, paragraph (f)(19) of Appendix D is removed and reserved as follows: I Appendix D to Part 806b—General and Specific Exemptions * * * * * (f)(19) [Reserved] * * * * * Dated: August 4, 2005. Jeannette Owings-Ballard, OSD Federal Register Liaison Officer, Department of Defense. [FR Doc. 05–15787 Filed 8–9–05; 8:45 am] BILLING CODE 5001–06–P DEPARTMENT OF HOMELAND SECURITY Coast Guard 33 CFR Part 100 [CGD05–05–073] RIN 1625–AA08 Special Local Regulations for Marine Events; Manasquan River, Manasquan Inlet and Atlantic Ocean, Point Pleasant Beach to Bay Head, NJ, Change of Location Coast Guard, DHS. Temporary final rule; amendment. AGENCY: ACTION: SUMMARY: On July 15, 2005, the Coast Guard published a temporary final rule in the Federal Register establishing temporary special local regulations for the ‘‘Point Pleasant OPA/NJ Offshore Grand Prix’’, a marine event to be held on the waters of the Manasquan River, Manasquan Inlet and Atlantic Ocean between Point Pleasant Beach and Bay Head, New Jersey. On July 21, 2005, the Coast Guard learned that this marine event was proposed to be conducted at a different location. This rule changes the location of the temporary regulated area. These special local regulations are necessary to provide for the safety of life on navigable waters during the event. This action is intended to restrict vessel traffic in the regulated area during the event. DATES: This rule is effective from 9:30 a.m. on August 12, 2005, to 3:30 p.m. on August 13, 2005. ADDRESSES: Documents indicated in this preamble as being available in the docket, are part of docket CGD05–05– 073 and are available for inspection or copying at Commander (oax), Fifth Coast Guard District, 431 Crawford Street, Portsmouth, Virginia 23704– E:\FR\FM\10AUR1.SGM 10AUR1

Agencies

[Federal Register Volume 70, Number 153 (Wednesday, August 10, 2005)]
[Rules and Regulations]
[Pages 46403-46405]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-15750]



========================================================================
Rules and Regulations
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains regulatory documents 
having general applicability and legal effect, most of which are keyed 
to and codified in the Code of Federal Regulations, which is published 
under 50 titles pursuant to 44 U.S.C. 1510.

The Code of Federal Regulations is sold by the Superintendent of Documents. 
Prices of new books are listed in the first FEDERAL REGISTER issue of each 
week.

========================================================================


Federal Register / Vol. 70, No. 153 / Wednesday, August 10, 2005 / 
Rules and Regulations

[[Page 46403]]



DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency

12 CFR Part 11

[Docket No. 05-14]
RIN 1557-AC75


Electronic Filing and Disclosure of Beneficial Ownership Reports

AGENCY: Office of the Comptroller of the Currency, Treasury.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Office of the Comptroller of the Currency (OCC) is issuing 
this final rule to adopt in final form, without substantive change, an 
interim rule to amend the OCC's rules, policies, and procedures to 
require the electronic filing of beneficial ownership reports by 
officers, directors, and major shareholders of national banks that have 
equity securities registered under the Securities Exchange Act of 1934.
    As required by the interim rule, this final rule requires that all 
reports filed with the OCC under section 16(a) of the Securities 
Exchange Act of 1934 must be filed electronically and posted on a 
registered national bank's Web site, if it has one, as soon as 
practicable. This final rule clarifies procedures for officers, 
directors, and principal shareholders of registered national banks to 
comply with these mandated electronic filing requirements.

DATES: This final rule is effective on September 9, 2005.

FURTHER INFORMATION CONTACT:  Asa Chamberlayne, Counsel, Securities and 
Corporate Practices Division, 202-874-5210, or Martha Vestal Clarke, 
Counsel, Legislative and Regulatory Activities Division, 202-874-5090.

SUPPLEMENTARY INFORMATION:

Background

    The Securities Exchange Act of 1934 (Exchange Act) seeks to protect 
investors by requiring accurate, reliable, and timely corporate 
securities disclosures. Generally, companies with equity securities 
that are subject to the registration requirements under section 12 of 
the Exchange Act (15 U.S.C. 78l) must register these securities with 
the Securities and Exchange Commission (SEC). Section 16(a) of the 
Exchange Act (15 U.S.C. 78p(a)) requires directors, executive officers, 
and direct or indirect beneficial owners of more than 10 percent of a 
class of securities that are registered under the Exchange Act 
(insiders) to file beneficial ownership reports regarding their 
ownership and transactions in the company's securities.\1\ Section 
12(i) of the Exchange Act (15 U.S.C. 78l(i)) vests the OCC, rather than 
the SEC, with the power to issue regulations implementing certain 
Exchange Act requirements with respect to national banks that have 
equity securities registered under the Exchange Act (registered 
national banks), including section 16, and with the authority to 
administer and enforce these requirements.\2\
---------------------------------------------------------------------------

    \1\ Section 16(a) also requires an entity that has registered 
its securities under the Exchange Act to file initial and 
transactional reports with any national securities exchange on which 
it has listed its securities. See 15 U.S.C. 78p(a).
    \2\ Under section 12(i), the other Federal banking agencies have 
the same authority with respect to the registered depository 
institutions that they supervise. See 15 U.S.C. 78l(i).
---------------------------------------------------------------------------

    As amended by the Sarbanes-Oxley Act of 2002, Pub. L. 107-204, 
section 16(a) requires that insiders of a registered company, including 
a registered national bank, must file beneficial ownership reports: (1) 
At the time the company registers its securities pursuant to section 12 
of the Exchange Act; (2) within 10 days after becoming an insider of a 
registered national bank; and (3) within two business days after an 
insider consummates a transaction resulting in a change in ownership, 
or resulting in the purchase or sale of a security-based swap 
agreement,\3\ in the registered securities. These provisions became 
effective on August 29, 2002.
---------------------------------------------------------------------------

    \3\ The term ``security-based swap agreement'' is defined in 
section 206(b) of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note).
---------------------------------------------------------------------------

    Section 16(a)(4) (15 U.S.C. 78p(a)(4)) also requires that, 
beginning July 30, 2003, insiders must file their change-in-ownership 
reports electronically. Moreover, the SEC, and the OCC in the case of 
registered national banks, must make these filings available to the 
public on the Internet not later than the end of the business day 
following the filing. Also, a registered company, including a 
registered national bank, must post its insiders' change-in-ownership 
reports on its Web site, if it has a Web site, not later than the end 
of the business day following the filing.
    The SEC's final rules implementing these requirements for other 
public companies mandate that all beneficial ownership reports filed 
under section 16(a), not only the change-in-ownership reports, must be 
filed electronically and posted on a public company's Web site, if the 
company has a Web site, not later than the end of the business day 
following the filing. In addition, the SEC provides Internet access to 
all such filings that are filed with the SEC. The SEC's rules were 
effective for all section 16(a) filings that are made on or after June 
30, 2003.\4\
---------------------------------------------------------------------------

    \4\ See 68 FR 25788 (May 13, 2003).
---------------------------------------------------------------------------

    The SEC's final rules also amended 17 CFR 240.16a-3, which applies 
to registered national banks through the OCC's regulations at 12 CFR 
11.2(b)(2). As amended by the SEC, 17 CFR 240.16a-3 provides that any 
issuer with a corporate Web site must post any section 16(a) report on 
that Web site by the end of the business day after the filing, and the 
filing must remain accessible on the Web site for at least 12 months. 
These same requirements apply to registered national banks.
    On September 22, 2003, the OCC published and requested comment on 
an interim rule amending 12 CFR part 11 (see 68 FR 54981). In the 
interim rule, we imposed requirements similar to those adopted by the 
SEC and required that all section 16(a) reports must be filed 
electronically by the required due dates. To provide for the electronic 
filing of insiders' reports under section 16(a) of the Exchange Act, 
the Federal Deposit Insurance Corporation, the Board of Governors of 
the Federal Reserve System, and the OCC created an electronic filing 
system utilizing the FDICconnect secure Web platform. This filing 
system became operational on July 30, 2003.
    In order to assure that this new system was operating effectively, 
we did

[[Page 46404]]

not require compliance with the electronic filing and Web site posting 
requirements until January 1, 2004. We advised that, before January 1, 
2004, to the extent practicable, registered national banks should post 
the section 16(a) filings on their Web sites and their insiders should 
file their section 16(a) reports electronically.

Description of Comments and Final Rule

    The comment period on the interim rule ended November 21, 2003, and 
no comments were received. Moreover, while a very few banks may have 
had some minor problems connecting to or filing reports on FDICconnect 
in the past, no further problems have been reported. Thus, the OCC is 
adopting the interim rule as a final rule with no substantive 
modifications.
    Accordingly, the final rule revises 12 CFR 11.3(a), which relates 
to filing requirements and the inspection of documents filed with the 
OCC pursuant to the Exchange Act. The rule contains a new Sec.  
11.3(a)(2), which provides that statements that are required to be 
filed electronically pursuant to section 16(a) of the Exchange Act 
shall be filed electronically. New Sec.  11.3(a)(4) clarifies that the 
electronic filing and Web site posting requirements are mandatory for 
section 16(a) statements that are required to be filed on or after 
January 1, 2004.
    The final rule also adds a new Sec.  11.3(a)(3)(ii) which provides 
that an electronic filing pursuant to section 16(a) of the Exchange Act 
submitted by direct transmission on or before 10 p.m. Eastern Standard 
Time or Eastern Daylight Savings Time, whichever is currently in 
effect, shall be deemed filed on the same business day. This aspect of 
the final rule is consistent with the SEC's rules applicable to 
electronic filings that apply to other registered companies. See 17 CFR 
232.13(a)(4).
    The OCC's current rule at Sec.  11.2(b)(2) references the 
requirements in the SEC's rules that a public company that has a Web 
site must post any filings on Forms 3, 4, or 5-- the forms for filing 
beneficial ownership reports under section 16(a) of the Exchange Act--
by the end of the business day after the filing and continue to make 
that form accessible on its Web site for at least 12 months. See 17 CFR 
240.16a-3. Under the OCC's current rules, a registered national bank is 
required to post these filings on its Web site, if it has one, in 
accordance with 17 CFR 240.16a-3.
    The OCC has adopted the interim rule with one technical 
modification concerning the authority citation. The interim rule 
contained a change to the authority citation for part 11 that is no 
longer necessary. The OCC made this change already in a final rule 
amending 12 CFR parts 11 and 16, ``Reporting and Disclosure 
Requirements for National Banks With Securities Registered Under the 
Securities Exchange Act of 1934; Securities Offering Disclosure 
Rules,''. See 68 FR 68489 (Dec. 9, 2003).

Regulatory Analysis

Paperwork Reduction Act

    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 collections of 
information requirements in 12 CFR part 11, including the requirements 
in this final rule, have been submitted to and approved by OMB under 
OMB Control Number 1557-0106.

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 
registered national banks subject to the 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.
    Based on the relatively small number of national banks affected by 
the final rule and the fact that the requirements will not materially 
change the operating environment for those banks, the OCC hereby 
certifies that this rulemaking will not have a significant economic 
impact on a substantial number of small entities. Accordingly, a 
regulatory flexibility analysis is not needed.

Unfunded Mandates Reform Act of 1995

    Section 202 of the Unfunded Mandates Reform Act of 1995, Pub. L. 
104-04 (Unfunded Mandates Act) 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, of $100 
million or more in any one year. If a budgetary impact statement is 
required, section 205 of the Unfunded Mandates Act also requires an 
agency to identify and consider a reasonable number of regulatory 
alternatives before promulgating a rule. The OCC has determined that 
the final rule will not result in expenditures by State, local, or 
tribal governments or by the private sector of $100 million or more. 
Accordingly, the OCC has not prepared a budgetary impact statement or 
specifically addressed the regulatory alternatives considered.

Executive Order 12866

    The OCC has determined that this final rule does not constitute a 
``significant regulatory action'' for the purposes of Executive Order 
12866.

List of Subjects in 12 CFR Part 11

    Confidential business information, National banks, Reporting and 
recordkeeping requirements, Securities.

PART 11--SECURITIES EXCHANGE ACT DISCLOSURE RULES

0
1. The authority citation for part 11 continues 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.


0
2. In Sec.  11.3, paragraph (a) is revised to read as follows:


Sec.  11.3  Filing requirements and inspection of documents.

    (a) Filing requirements. (1) General. Except as otherwise provided 
in this section, all papers required to be filed with the OCC pursuant 
to the 1934 Act or regulations thereunder shall be submitted in 
quadruplicate to the Securities and Corporate Practices Division, 
Office of the Comptroller of the Currency, 250 E Street, SW., 
Washington, DC 20219. Material may be filed by delivery to the OCC 
through the mail, by fax (202-874-5279), or otherwise.
    (2) Statements filed pursuant to section 16(a) of the 1934 Act. 
Statements required under section 16(a) of the 1934 Act shall be filed 
electronically, as directed by the OCC.
    (3) Date of filing. (i) General. The date on which papers are 
actually received by the OCC shall be the date of filing, if the person 
or bank filing the papers has complied with all applicable 
requirements.
    (ii) Electronic filings. An electronic filing of a statement 
required under section 16(a) of the 1934 Act that is submitted by 
direct transmission on or before 10 p.m. Eastern Standard Time or 
Eastern Daylight Savings Time,

[[Page 46405]]

whichever is currently in effect, shall be deemed filed on the same 
business day.
    (4) Mandatory compliance date. Compliance with paragraph (a)(2) of 
this section and any applicable requirements that such statements must 
be posted on a registered national bank's Web site are mandatory for 
statements required to be filed on or after January 1, 2004.
* * * * *

    Dated: August 3, 2005.
Julie L. Williams,
Acting Comptroller of the Currency.
[FR Doc. 05-15750 Filed 8-9-05; 8:45 am]
BILLING CODE 4810-33-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.