Employment Contracts, Mutual to Stock Conversions, Technical Amendments

 
CONTENT
Federal Register, Volume 85 Issue 5 (Wednesday, January 8, 2020)
[Federal Register Volume 85, Number 5 (Wednesday, January 8, 2020)]
[Proposed Rules]
[Pages 1052-1081]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28074]
[[Page 1051]]
Vol. 85
Wednesday,
No. 5
January 8, 2020
Part IV
Department of Treasury
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Office of the Comptroller of the Currency
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12 CFR Parts 3, 4, 11, et al.
Replica Motor Vehicles; Vehicle Identification Number (VIN)
Requirements; Manufacturer Identification; Certification; Proposed Rule
Federal Register / Vol. 85 , No. 5 / Wednesday, January 8, 2020 /
Proposed Rules
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DEPARTMENT OF THE TREASURY
Office of the Comptroller of the Currency
12 CFR Parts 3, 4, 11, 16, 19, 23, 26, 32, 108, 112, 141, 160, 161,
163, and 192
[Docket ID OCC-2018-0041]
RIN 1557-AE21
Employment Contracts, Mutual to Stock Conversions, Technical
Amendments
AGENCY: Office of the Comptroller of the Currency (OCC), Treasury.
ACTION: Notice of proposed rulemaking.
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SUMMARY: The OCC seeks comment on a proposed rule that would implement
changes recommended in the March 2017 Economic Growth and Regulatory
Paperwork Reduction Act report, including the repeal of the OCC's
employment contract rule for Federal savings associations, and amend
the OCC's fiduciary rules. The proposed rule also would amend the OCC's
rule for conversions from mutual to stock form of a savings association
to reduce burden, increase flexibility, and update cross-references.
Additionally, the proposed rule would update cross-references to
repealed and integrated rules, remove unnecessary definitions, and make
technical changes to other OCC rules.
DATES: Comments must be received on or before March 9, 2020.
ADDRESSES: Commenters are encouraged to submit comments through the
Federal eRulemaking Portal or email, if possible. Please use the title
``Employment Contracts, Mutual to Stock Conversions, Technical
Amendments'' to facilitate the organization and distribution of the
comments. You may submit comments by any of the following methods:
     Federal eRulemaking Portal--Regulations.gov Classic or
Regulations.gov Beta.
    Regulations.gov Classic: go to https://www.regulations.gov/. Enter
``Docket ID OCC-2018-0041'' in the Search Box and click ``Search.''
Click on ``Comment Now'' to submit public comments. For help with
submitting effective comments please click on ``View Commenter's
Checklist.'' Click on the ``Help'' tab on the Regulations.gov home page
to get information on using Regulations.gov, including instructions for
submitting public comments.
    Regulations.gov Beta: go to https://beta.regulations.gov/ or click
``Visit New Regulations.gov Site'' from the Regulations.gov Classic
homepage. Enter ``Docket ID OCC-2018-0041'' in the Search Box and click
``Search.'' Public comments can be submitted via the ``Comment'' box
below the displayed document information or by clicking on the document
title and then clicking the ``Comment'' box on the top-left side of the
screen. For help with submitting effective comments please click on
``Commenter's Checklist.'' For assistance with the Regulations.gov Beta
site, please call (877)-378-5457 (toll free) or (703) 454-9859 Monday-
Friday, 9am-5pm ET or email [email protected].
     Email: [email protected].
     Mail: Chief Counsel's Office, Attention: Comment
Processing, Office of the Comptroller of the Currency, 400 7th Street
SW, Suite 3E-218, Washington, DC 20219.
     Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218,
Washington, DC 20219.
     Fax: (571) 465-4326.
    Instructions: You must include ``OCC'' as the agency name and
``Docket ID OCC-2018-0041'' in your comment. In general, the OCC will
enter all comments received into the docket and publish the comments on
the Regulations.gov website without change, including any business or
personal information provided such as name and address information,
email addresses, or phone numbers. Comments received, including
attachments and other supporting materials, are part of the public
record and subject to public disclosure. Do not include any information
in your comment or supporting materials that you consider confidential
or inappropriate for public disclosure.
    You may review comments and other related materials that pertain to
this rulemaking action by any of the following methods:
     Viewing Comments Electronically--Regulations.gov Classic
or Regulations.gov Beta:
    Regulations.gov Classic: Go to https://www.regulations.gov/. Enter
``Docket ID OCC-2018-0041'' in the Search box and click ``Search.''
Click on ``Open Docket Folder'' on the right side of the screen.
Comments and supporting materials can be viewed and filtered by
clicking on ``View all documents and comments in this docket'' and then
using the filtering tools on the left side of the screen. Click on the
``Help'' tab on the Regulations.gov home page to get information on
using Regulations.gov. The docket may be viewed after the close of the
comment period in the same manner as during the comment period.
    Regulations.gov Beta: Go to https://beta.regulations.gov/ or click
``Visit New Regulations.gov Site'' from the Regulations.gov Classic
homepage. Enter ``Docket ID OCC-2018-0041'' in the Search Box and click
``Search.'' Click on the ``Comments'' tab. Comments can be viewed and
filtered by clicking on the ``Sort By'' drop-down on the right side of
the screen or the ``Refine Results'' options on the left side of the
screen. Supporting materials can be viewed by clicking on the
``Documents'' tab and filtered by clicking on the ``Sort By'' drop-down
on the right side of the screen or the ``Refine Results'' options on
the left side of the screen.'' For assistance with the Regulations.gov
Beta site please call (877) 378-5457 (toll free) or (703) 454-9859
Monday-Friday, 9am-5pm ET or email [email protected].
    The docket may be viewed after the close of the comment period in
the same manner as during the comment period.
     Viewing Comments Personally: You may personally inspect
comments at the OCC, 400 7th Street SW, Washington, DC 20219. For
security reasons, the OCC requires that visitors make an appointment to
inspect comments. You may do so by calling (202) 649-6700 or, for
persons who are deaf or hearing impaired, TTY, (202) 649-5597. Upon
arrival, visitors will be required to present valid government-issued
photo identification and submit to security screening in order to
inspect comments.
FOR FURTHER INFORMATION CONTACT: For additional information, contact
Charlotte Bahin, Senior Advisor for Thrift Supervision, (202) 649-6281,
Marta Stewart-Bates, Senior Attorney, (202) 649-5490, Chief Counsel's
Office, for persons who are deaf or hearing impaired, TTY, (202) 649-
5597, Office of the Comptroller of the Currency, 400 7th Street SW,
Washington, DC 20219.
SUPPLEMENTARY INFORMATION:
I. Background
    The OCC continually reviews its regulations with the goal of
updating them to reduce burden, increase flexibility, and provide
clarity where possible. Section 2222 of the Economic Growth and
Regulatory Paperwork Reduction Act of 1996 (EGRPRA) requires that, at
least once every 10 years, the Federal Financial Institutions
Examination Council (FFIEC) and each appropriate Federal banking agency
(Agencies) represented on the FFIEC (the OCC, the Federal Deposit
Insurance Corporation (FDIC), and the Board of Governors of the Federal
Reserve System (Federal Reserve Board))
[[Page 1053]]
conduct a review of their regulations.\1\ The purpose of this review is
to identify outdated or otherwise unnecessary regulatory requirements
imposed on insured depository institutions. Specifically, EGRPRA
requires the Agencies to categorize and publish their regulations for
comment, requesting commenters to identify areas of the regulations
that are outdated, unnecessary, or unduly burdensome, and eliminate
unnecessary regulations to the extent that such action is appropriate.
The Agencies completed their second EGRPRA review on March 30, 2017,
and published a Report to Congress in the Federal Register.\2\ The OCC
seeks comment on a proposed rule that addresses recommendations from
the March 2017 EGRPRA report, including the repeal of 12 CFR 163.39
(Federal savings association employment contracts) and possible
amendments to 12 CFR 9.8 and 150.420 (fiduciary recordkeeping) and 9.10
and 150.320 (acceptable collateral for fiduciary funds awaiting
investment or distribution).\3\
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    \1\ Section 2222 of EGRPRA is codified at 12 U.S.C. 3311(b).
    \2\ 82 FR 15900 (March 30, 2017).
    \3\ See FFIEC Joint Report to Congress (March 2017), available
at https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf.
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    The proposed rule would amend part 192 (Federal savings association
conversions from mutual to stock form) to reduce burden, increase
flexibility, and replace cross-references to repealed 12 CFR 197
(Securities offerings rules for Federal savings associations) with
cross-references to part 16 (Securities offering disclosure rules). The
proposed amendments would clarify which forms and accounting standards
savings associations must use in connection with a part 192 conversion.
The proposed rule also would increase flexibility and reduce burden for
Federal savings associations by encouraging electronic filing,
electronic meetings, and notice by email and by reducing the number of
copies of proxy materials that must be filed with the OCC.
    Finally, the proposed rule contains various technical and
clarifying amendments to parts 3, 4, 11, 16, 19, 23, 26, 32, 108, 112,
141, 160, 161, and 163.
II. Description of the Proposal
    Employment Contracts for Federal Savings Associations.
    Twelve CFR 163.39 sets forth requirements for Federal savings
associations that enter into employment contracts with their officers
and employees. Section 163.39(a) requires a Federal savings
association's board of directors to approve all employment contracts
with its officers and other employees and for those employment
contracts to be in writing. Section 163.39(a) also prohibits a Federal
savings association from entering into an employment contract with any
of its officers or other employees if the employment contract would
constitute an unsafe or unsound practice. Section 163.39(b) sets forth
provisions that a Federal savings association must include in the
contract, including the Federal savings association's right to
terminate the employee at will. There are no similar requirements for
national banks.
    In March 2017, the FFIEC made its Joint Report to Congress under
EGRPRA. One EGRPRA commenter recommended that the OCC eliminate Sec.
163.39 in its entirety because the regulation only applies to Federal
savings associations and there is no reason to distinguish Federal
savings associations from national banks. Additionally, the commenter
stated that it is unnecessary to require board approval of all
employment contracts because there are comprehensive safety and
soundness standards and interagency guidance on compensation. In the
EGRPRA report, the OCC described the plan to limit the requirement for
board approval of employment contracts to senior executive officers
rather than all employees.
    Instead of limiting the scope of Sec.  163.39 in the proposed rule
to senior executive officers, the OCC proposes to eliminate Sec.
163.39 in its entirety. This approach would provide for consistent
treatment of Federal savings associations and national banks with
respect to employment contracts and compensation. The OCC believes that
the current framework of rules and guidance on compensation and
employment contracts, independent of Sec.  163.39, is adequate to
address and safeguard against unsafe and unsound employment and
compensation practices for Federal savings associations. Federal
savings associations, like national banks, are subject to the safety
and soundness standards of 12 U.S.C. 1818; 12 CFR part 30, the
prohibition on unsafe and unsound compensation in appendix A to part
30; the prompt corrective action restrictions on compensation to senior
executive officers in 12 CFR 6.6(a)(3) and section 38 of the Federal
Deposit Insurance Act (FDIA); and are informed by the 2010 Interagency
Guidance on Sound Incentive Compensation Policies. Moreover, the boards
of directors at national banks and Federal savings associations have
oversight responsibilities for compensation, benefits arrangements, and
employment contracts for their executive officers and employees.
    The proposed rule also would reduce burden and increase flexibility
for Federal savings associations by eliminating the requirement for
written contracts that must be approved by the board of directors,
although Federal savings associations would not be prohibited from
voluntarily using those procedures for their employment contracts. It
is a good corporate governance practice to have agreements relating to
employment and compensation in writing and that the board, or committee
thereof, review and approve those agreements. The proposed repeal of
Sec.  163.39 would not alter any other obligation with regard to
employment agreements entered into by a Federal savings association.
For example, if there are other laws and regulations that apply to
Federal savings associations regarding employment contracts, the repeal
of Sec.  163.39 does not affect the application of those laws.
    The OCC invites comment on whether the OCC should repeal all of
Sec.  163.39 or whether there are advantages to retaining the
provisions of the rule that provide that an officer or employee has no
right to receive compensation or other benefits after termination for
cause. Do the safety and soundness standards in part 30, the
prohibition on unsafe and unsound compensation in appendix A to part
30, the 2010 Interagency Guidance on Sound Incentive Compensation
Policies, board of directors' oversight, and the prompt corrective
action restrictions on compensation to senior executive officers
provide appropriate safeguards regarding employment and compensation
for the officers and employees of Federal savings associations? Would
the repeal of Sec.  163.39 reduce burden for Federal savings
associations by removing the requirement that employment contracts be
in writing and approved by the board? Would the repeal of Sec.  163.39
reduce burden or provide flexibility for Federal savings associations
for other reasons?
    Fiduciary Recordkeeping.
    Part 9 sets forth the standards that apply to the fiduciary
activities of national banks. Part 150 sets forth the standards that
apply to the fiduciary activities of Federal savings associations.
Sections 9.8 and 150.420 contain requirements for the documentation and
retention of records for fiduciary accounts at national banks and
Federal savings associations, respectively. Sections 9.8(b) and
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150.420 require a national bank and Federal savings association to
retain fiduciary account records for a period of three years from the
later of the termination of the account or the termination of any
litigation relating to the account. An EGRPRA commenter recommended
that the OCC amend 12 CFR 9.8(b) to require the retention of documents
for a ``necessary period'' or to refer to applicable State law on the
retention of documents, instead of the current three-year requirement.
The commenter explained that three years may be inadequate to protect
beneficiaries in some situations, such as a suit filed by a beneficiary
against a predecessor trustee more than three years after an account is
closed but before a State statute of limitations has run. In the EGRPRA
report, the OCC agreed to consider aligning this retention requirement
with State statutes of limitation.\4\
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    \4\ EGRPRA Joint Report to Congress at p. 71, available at
https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf.
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    To address this comment, one option would be to amend Sec. Sec.
9.8(b) and 150.420 to require a national bank or Federal savings
association to retain fiduciary account records for the later of three
years from the termination of an account, three years from the
termination of any litigation relating to the account, or the minimum
period required by applicable fiduciary State law. A concern with this
approach is that it would impose additional burden on national banks
and Federal savings associations if it increases the number of years an
institution would be required to retain records and may also require
institutions to monitor changes to states' fiduciary laws.
    Another option would be to decline to amend Sec. Sec.  9.8(b) and
150.420, after having considered the burden related to aligning this
regulation's existing three-year documentation and record retention
requirement with applicable State fiduciary law. The OCC notes that
nothing in Sec. Sec.  9.8(b) or 150.420 prohibits financial
institutions from holding fiduciary account records longer than the
three-year period in order to comply with State law. The OCC invites
comment on these options for Sec. Sec.  9.8(b) and 150.420.
    Acceptable Collateral for Self-Deposited Trust Funds.
    Under 12 U.S.C. 92a(d) and 12 CFR 9.10(b)(1), a national bank may
deposit trust funds awaiting investment or distribution in the
commercial, savings, or other department of the bank, unless prohibited
by applicable law. To the extent the funds are not insured by the
Federal Deposit Insurance Corporation (FDIC), the national bank must
set aside U.S. bonds or other securities and assets designated by the
OCC as collateral for the deposit. Sections 9.10(b)(2) and 150.320 list
acceptable collateral types for national banks and Federal savings
associations, respectively. During the notice and comment period for
the EGRPRA report, one commenter suggested an expansion of the Sec.
9.10(b)(2) list of acceptable collateral for fiduciary funds to allow
for other instruments that provide similar protection from loss. In
response to this comment, the OCC is contemplating expanding the list
of acceptable collateral.
    The OCC requests comment on whether to expand the list of
acceptable collateral in Sec. Sec.  9.10(b)(2) and 150.320 to include
additional types of instruments. What other instruments should qualify
as acceptable collateral and why? Do these instruments provide
sufficient protection from loss to qualify as acceptable collateral
under Sec.  9.10(b)(2) and 150.320?
    Amendments to securities offering disclosure rules.
    Twelve CFR 16.8 provides an exemption from the registration and
prospectus requirements for offers and sales of national bank- or
Federal savings association-issued securities that satisfy the
requirements of SEC Regulation A (17 CFR part 230) (General rules and
regulations, Securities Act of 1933). The SEC's Form 1-A, the offering
statement required by Regulation A, requires audited financial
statements for certain offerings. However, a national bank or Federal
savings association in organization does not have an operating history
and cannot generate detailed financial statements that require an
audit. The audited financial statements of a national bank or Federal
savings association in organization typically do not add materially to
the information already available to the OCC through the chartering
process. Therefore, the OCC is proposing to revise Sec.  16.15(e) to
clarify that a national bank or Federal savings association in
organization is not required to include audited financial statements as
part of its offering statement for the issuance of securities pursuant
to Sec.  16.8, unless the OCC determines otherwise.
    Twelve CFR 16.17 sets forth the filing requirements and inspection
of documents for securities offerings. The OCC is proposing to add a
sentence to Sec.  16.17(b) to clarify that all registration statements,
offering documents, amendments, notices, or other documents relating to
a mutual to stock conversion pursuant to 12 CFR part 192 must be filed
with the appropriate OCC Licensing office and not the Securities and
Corporate Practices Division of the OCC.
    Removal, suspension, or debarment of independent public
accountants.
    Section 36(g)(4)(A) of the FDIA (12 U.S.C. 1831m(g)(4)(A)) provides
that the FDIC or an appropriate Federal banking agency may remove,
suspend, or bar an independent public accountant, upon a showing of
good cause, from performing audit services required by section 36. The
OCC's implementing rules for insured national banks and insured Federal
branches of foreign banks are set forth in subpart P to 12 CFR part 19.
The former OTS implemented section 36(g)(4) with respect to insured
savings associations at 12 CFR 513.8, and these rules are substantively
identical to subpart P. However, when republishing the former OTS rules
as OCC rules pursuant to Title III of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (Dodd-Frank Act), the OCC inadvertently did
not republish 12 CFR 513.8 nor amend subpart P of part 19 to apply to
Federal savings associations. This proposed amendment would correct
that error by amending subpart P to also apply to insured Federal
savings associations.
    The OCC also proposes clarifying amendments to subpart P. First,
the proposal would make a clarifying change to Sec.  19.243(b)(2),
which provides that hearings will be conducted in the same manner as
other hearings under the Uniform Rules of Practice and Procedure (12
CFR part 19, subpart A), by adding a cross-reference to the specific
rules and limitations for subpart P hearings set forth in Sec.
19.243(c)(4). Second, the OCC proposes a clarifying change to Sec.
19.243(c)(3), which currently states that an accountant or firm
immediately suspended from performing audit services may, within 10
calendar days after service of the notice of immediate suspension, file
a stay of the immediate suspension with the OCC, and that if no
petition is filed, the immediate suspension will remain in effect. The
proposed amendment would clarify that if the accountant or firm has not
filed a petition within 10 calendar days, they have waived their right
to file a petition. The proposal also would add a cross-reference to
Sec.  19.243(c)(2) in Sec.  19.243(c)(3), which sets forth the rules
for when the OCC may lift a suspension. Third, the OCC proposes to
amend Sec.  19.243(c)(4), which provides that upon request of a stay
petition, the Comptroller must designate a presiding officer who must
fix a place and time for the hearing that is not more than 10 calendar
days after receipt of
[[Page 1055]]
the petition, unless extended by the OCC at the request of petitioner.
The proposed amendment would provide that a later hearing date may
occur only if permitted by the OCC, and, therefore, the request for an
extension would not receive automatic approval. This change would allow
the OCC some discretion as to how far into the future a hearing may
take place. Fourth, the proposal would clarify that subpart P to part
19 applies only to insured Federal branches by adding ``insured Federal
branches of foreign banks'' where appropriate and removing references
to Federal ``agencies.'' Section 36(g)(4) of the FDIA only applies to
insured depository institutions and no insured Federal agencies exist.
Finally, the proposed rule would replace the word ``shall'' with
``must,'' ``will,'' or other appropriate language, which is the
recommended drafting style of the Federal Register.
    Definitions of small business loans and small farm loans in lending
limits rules.
    The OCC is proposing revised definitions of ``small business
loans'' and ``small farm loans or extensions of credit'' in 12 CFR
32.2(cc) and (dd) of the lending limits rule to align the definitions
with the language of the Call Report instructions. The revisions to
Sec.  32.2(dd) will clarify that the $500,000 limit contained within
the ``loans to small farms'' definition in the Call Report instructions
does not apply for purposes of the supplemental lending limit program.
    Savings Association Conversions from Mutual to Stock Form.
    The OCC is proposing amendments to 12 CFR part 192, which governs
how a savings association may convert from mutual to stock form of
ownership under standard and voluntary supervisory conversions. The
proposed amendments would reduce burden and increase flexibility for
savings associations and would make a number of technical and
clarifying amendments. Unless otherwise noted, part 192 applies to both
Federal and State savings associations.
    Forms. The proposed rule would amend Sec.  192.5(b) to clarify that
a savings association must use the forms prescribed under part 192 and
12 CFR part 16 (the securities offering disclosure rules for Federal
savings associations and national banks), including the applicable form
for a registration statement under Sec.  16.15. Use of the registration
forms required by Sec.  16.15 is the standard industry practice, and
the proposed amendment is intended to clarify the use of such forms
and, therefore, generally would not increase burden on savings
associations. The OCC also is proposing to clarify the accounting
guidance and requirements that should be used in the preparation and
filing of these forms, financial statements, and related financial data
under part 192. The accounting guidance and requirements which applied
to part 192 conversions and proxy materials were repealed in 2017.\5\
New Sec.  192.5(d) would provide that the institution must prepare and
present the form and content of financial statements and related
financial data in a filing under part 192 in accordance with U.S.
Generally Accepted Accounting Principles (GAAP), pursuant to 12 U.S.C.
1463(b)(2)(A), and other applicable accounting guidance and
requirements as specified by the OCC in the relevant mutual to stock
conversion forms required under Sec.  192.5(b). The OCC notes that it
is currently revising its forms under part 192, including Form AC
(Application for Conversion); Form PS (Proxy Statement); Form OC
(Offering Circular); and Form OF (Order Form), to conform with these
proposed amendments to part 192.
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    \5\ See 82 FR 8082 (January 23, 2017).
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    The proposed rule also would make a technical change to this
section by defining ``OCC'' as the Office of the Comptroller of the
Currency in the text of Sec.  192.5(b).
    Electronic filing and computation of time. The OCC is proposing to
add a new Sec.  192.7 to encourage the electronic filing of all part
192 applications, notices, or other documents through http://www.banknet.gov, consistent with other licensing-related filings.\6\
The OCC also is proposing a new Sec.  192.8 to clarify the computation
of time under part 192 when the last day of a time period falls on a
Saturday, Sunday, or Federal holiday. Specifically, in computing the
time period, the OCC would exclude the day of the act or event (e.g.,
the date an application is received by the OCC) from when the period
begins to run. When the last day of a time period is a Saturday,
Sunday, or Federal holiday, the time period would run until the end of
the next day that is not a Saturday, Sunday, or Federal holiday. This
amendment would make the computation of time under part 192 consistent
with the computation of time rule that applies to corporate activities
and transactions pursuant to 12 CFR part 5.\7\
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    \6\ See 12 CFR 5.2(d).
    \7\ See 12 CFR 5.12.
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    Definitions. In Sec.  192.25, the OCC is proposing to add
definitions of ``community offering,'' ``offering circular,'' and
``voluntary supervisory conversion,'' as these terms are currently
undefined in part 192. The proposal defines ``community offering'' as
the offering to sell to members of the general public in the savings
association's community the securities not subscribed for in the
subscription offering and provides that the community offering may
occur concurrently with the subscription offering and any syndicated
community offering or upon conclusion of the subscription offering. The
proposal defines ``offering circular'' as the securities offering
materials for the conversion. The proposal defines ``voluntary
supervisory conversion'' as a mutual to stock conversion for a savings
association that is unable to complete a standard mutual to stock
conversion under subpart A to part 192 and that meets the eligibility
requirements of Sec.  192.625.
    The proposed rule would also add a number of definitions to Sec.
192.25 that are currently included in 12 CFR part 141 (Definition for
regulations affecting Federal savings associations), and 12 CFR part
161 (Definitions for regulations affecting all savings associations).
Although the definitions in parts 141 and 161 apply to part 192, the
OCC believes that it is more appropriate to include these definitions
in part 192 than in a separate rule. Specifically, the proposal would
add the definition of: (1) ``appropriate Federal banking agency'' from
Sec.  161.7, which is defined as in section 3 of the FDIA (12 U.S.C.
1813(q)); (2) ``demand accounts'' from Sec.  161.16, which means non-
interest-bearing demand deposits that are subject to check or to
withdrawal or transfer on negotiable or transferable order to the
savings association and that are permitted to be issued by statute,
regulation, or otherwise and are payable on demand; (3) ``Federal
savings association'' from Sec.  141.11, which means a Federal savings
association or Federal savings bank chartered under section 5 of the
Home Owners' Loan Act (HOLA) (12 U.S.C. 1464); (4) ``savings account''
from Sec.  161.42, which means any withdrawable account, including a
demand account, except this term does not mean a tax and loan account,
a note account, a United States Treasury general account, or a United
States Treasury time deposit-open account; and (5) ``savings
association'' from Sec.  161.43, which means a savings association as
defined in section 3 of the FDIA (12 U.S.C. 1813(b)(1)). In addition,
the proposed rule would add the definition of ``state'' to mean any
State of the United States, the District of Columbia, any territory of
the United
[[Page 1056]]
States, Puerto Rico, Guam, American Samoa, the Trust Territory of the
Pacific Islands, the Virgin Islands, and the Northern Mariana Islands.
This definition would be the same as the definition in Sec.  161.50 as
amended by this proposed rule, discussed below.
    Finally, the proposed rule would add the definition of ``state
savings association,'' defined to have the same definition as in
section 3 of the FDIA (12 U.S.C. 1813(b)(3)). This definition is not
included in parts 141 or 161. However, the OCC believes it would be
helpful to define this term in part 192 because the proposed rule adds
the definitions of other related terms.
    Prior to conversion. Twelve CFR 192.100 (Preparing for a
conversion) requires that a savings association's board, or
subcommittee of the board, meet with the appropriate Federal banking
agency before adopting its plan of conversion. The OCC is proposing to
increase flexibility by allowing in person or electronic board meetings
for purposes of Sec.  192.100. The OCC also proposes to amend Sec.
192.115 (Review of business plan by the appropriate Federal banking
agency) to clarify that the business plan must be filed as a
confidential exhibit to Form AC (Application for Conversion).
    Plan of conversion. Twelve CFR 192.135 (Notifying members of plan
of conversion) requires that a savings association promptly notify its
members that its board of directors adopted a plan of conversion and
that a copy of the plan is available for the members' inspection in its
home office and its branch offices. The savings association must make
this notice by mailing a letter to each member or by publishing a
notice in the local newspaper in every local community where the
savings association has an office. The savings association may also
issue a press release. The OCC proposes to increase flexibility and
reduce burden by allowing a savings association to email a letter with
a notification of the plan of conversion instead of mailing a letter to
its members who receive electronic communication. The proposal also
would allow a savings association to make the press release available
on its website.
    Rejection of application for conversion. Twelve CFR 192.150
(Information required in an application for conversion) provides that
the appropriate Federal banking agency will not accept for filing, and
will return, any application for conversion that is executed
improperly, materially deficient, substantially incomplete, or that
provides for unreasonable conversion expenses. The OCC proposes to
amend Sec.  192.150(b) to permit, rather than require, the appropriate
Federal banking agency to return any application for conversion that is
executed improperly, materially deficient, substantially incomplete, or
that provides for unreasonable conversion expenses. A materially
deficient or substantially incomplete application may not always be
returned, especially if it is submitted electronically as a PDF
document or if there are supervisory or enforcement reasons to retain
the application.
    Notice of filing of application and comment process. Twelve CFR
192.185 sets forth the process for commenters to submit public comments
on an application for conversion. Section 192.185 currently requires a
commenter to file the original and one copy of any comments on an
application for conversion with the appropriate OCC licensing office.
The OCC proposes to amend Sec.  192.185 to require the commenter to
file only one copy of the comment instead of both an original and copy
of any comments with the appropriate OCC licensing office.
    Proxy solicitation. Twelve CFR 192.275 requires a savings
association to file seven copies of its revised proxy materials and
related documents as an amendment to its application for conversion.
The OCC proposes to revise Sec.  192.275 to reduce burden for savings
associations by requiring the filing of only one copy of these
materials with the OCC. The OCC also proposes to amend Sec.  192.275(c)
to remove the requirement that four copies of the revised proxy
solicitation materials be marked to clearly indicate the changes from
the prior filing. Instead, the savings association would need to file
only one copy of the revised proxy solicitation materials that clearly
indicates the changes.
    Offering circular requirements. Twelve CFR 192.300 currently
requires that a Federal savings association file its offering circular
with the Securities and Corporate Practices Division of the OCC and
that a State savings association file its offering circular with the
appropriate FDIC region in compliance with part 192 and Form OC, and,
where applicable, part 197. The OCC proposes to amend Sec.  192.300 to
replace the cross-reference to repealed part 197 with a more specific
cross-reference to the applicable SEC registration statement form
required under 12 CFR 16.15. Additionally, the OCC is clarifying that a
Federal savings association must file its offering circular with the
appropriate OCC Licensing office, not the Securities and Corporate
Practices Division.
    As a corresponding change, the OCC is proposing to amend Sec.
16.17 (Filing requirements and inspection of documents) to clarify that
all registration statements, offering documents, amendments, notices,
or other documents relating to a mutual to stock conversion pursuant to
part 192 must be filed with the appropriate OCC Licensing office.
    The proposal would amend Sec. Sec.  192.305(b) and (c), 192.310(a),
and 192.310(b) to clarify that the SEC, not the ``appropriate Federal
banking agency,'' declares Federal savings association holding company
offering circulars effective in mutual to stock conversions under part
192.
    Offers and sales of stock. Section 192.340(d) states that any
person who is found to have violated the restrictions in Sec.
192.340(b) may face prosecution or other legal action. To clarify and
make consistent the actions that may result from engaging in any of the
prohibited activities listed in all of Sec.  192.340, the OCC is
proposing to amend Sec.  192.340(d) to state that persons engaged in
any of the activities listed in Sec.  192.340(a) and all of Sec.
192.340(b) may be subject to enforcement actions, civil money
penalties, or criminal prosecution.
    Priority of accounts. Twelve CFR 192.430 describes the requirements
for charter amendments, charter cancellations, and new charters that
apply to a savings association conducting a conversion under part 192.
The OCC proposes to add a new paragraph in Sec.  192.430 to require
that, in any conversion pursuant to this section that involves a mutual
holding company, the charter of each resulting subsidiary savings
association of the holding company must contain a provision, specified
in Sec.  192.430(d), indicating that the claims of depositors of the
savings association have the same priority as the claims of general
creditors of the savings association not having priority (other than
any priority arising or resulting from consensual subordination) over
other general creditors of the association. The former OTS regulation
for mutual holding companies, 12 CFR 575.9(b) (2011), originally
required the inclusion of a similar priority of accounts provision in
the charters of subsidiary savings associations of mutual holding
companies, regardless of whether the subsidiary had a State or Federal
charter. When promulgating 12 CFR 575.9(b), the OTS stated that the
purpose of the priority of accounts provision was to ensure that claims
of depositors of the insured institution were not relegated to a lower
priority due to the fact that the deposits confer
[[Page 1057]]
membership rights in the association's mutual holding company.\8\
However, after the enactment of the Dodd-Frank Act, which transferred
the holding company regulations of the former OTS to the Federal
Reserve Board,\9\ the Federal Reserve Board republished 12 CFR 575.9(b)
as a Federal Reserve Board regulation without including this charter
requirement because it related to savings associations and not mutual
holding companies.\10\ The OCC believes that the priority of accounts
provision in the former OTS regulation protected member rights, and the
proposed amendment reinstates this charter requirement for all savings
association subsidiaries of a mutual holding company.\11\ However,
notwithstanding this provision, if a savings association is placed in
conservatorship or receivership, its assets would be distributed in
accordance with the FDIA, 12 U.S.C. 1811, et seq., and the depositor
preference provisions of section 11(d)(11) of the FDIA, 12 U.S.C.
1821(d)(11).
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    \8\ See 56 FR 1126, 1133 (January 11, 1991).
    \9\ Section 312(b)(1), Public Law 111-203. 121 Stat. 1376 (July
21, 2010).
    \10\ See 76 FR 56508, 56523 (September 13, 2011) (``[This
section] contains the provisions from section 575.9 concerning
charters, as revised to delete unnecessary provisions specific to
savings associations and to reflect the change in supervisory
authority.'') See also, 12 CFR 239.13.
    \11\ Twelve CFR 5.21 requires all Federal mutual savings
association charters to include this priority of accounts provision.
---------------------------------------------------------------------------
    Liquidation account. Twelve CFR 192.460 sets forth how a savings
association determines the initial balances of liquidation sub-
accounts. The OCC proposes to revise Sec.  192.460(a)(1) to provide
that a savings association must calculate the initial liquidation sub-
account balance of each eligible and supplemental eligible account
holder at the time of the conversion. Because the current Sec.  192.460
does not explain when a savings association must perform the
calculation, this amendment would clarify that the initial liquidation
sub-accounts must be calculated at the time of the conversion.
    Section 192.460(a)(1) provides the calculation for a savings
account held by an eligible account holder, which is to multiply the
initial balance of the liquidation account by a fraction that has as
its numerator the qualifying deposit in the savings account expressed
in dollars on the eligibility record date and as its denominator the
total qualifying deposits of all eligible account holders on the
eligibility record date. Section 192.460(a)(2) provides the same
calculation for a savings account held by a supplemental eligible
account holder, except that the eligibility record date is replaced
with the supplemental eligibility record date. However, the denominator
used for the calculation of the initial sub-account balances for both
eligible account holders and supplemental eligible account holders is
incorrect because the denominator in the current regulation does not
include both the deposits of eligible account holders and the deposits
of the supplemental eligible account holders. This results in both
eligible account holders and supplemental account holders having a
greater claim than their appropriate portion of the liquidation
account.
    The proposed amendments would correct this error by inserting
language in Sec.  192.460 similar to that in the previous OTS
regulation, renumbering the Sec.  192.460(a)(1) and (2) calculations to
be in Sec.  192.460(a)(2) and (3), making the denominator in the
fractions in Sec.  192.460(a)(2) and (3) the total sub-account balances
of eligible account holders and supplemental eligible account holders
as calculated in proposed revised Sec.  192.460(a)(5). As proposed,
Sec.  192.460(a)(5) provides that the denominator for calculating the
initial sub-account balance of each eligible and supplemental eligible
account holder is the sum of the numerator calculations in Sec.
192.460(a)(2) through (4). These proposed changes would make clear that
the eligible account holders and the supplemental eligible account
holders would be allocated their proportionate shares of the
liquidation account (the association's net worth, as defined in 12 CFR
192.455).
    In addition, the 2002 OTS amendments to the liquidation account
provision inadvertently removed language that addressed savings
accounts that increased in value between the eligible record date and
the supplemental eligibility record date.\12\ As a result, the current
regulation does not address accounts that increased in size between the
two dates. Therefore, the OCC proposes to add language in Sec.
192.460(a)(4) providing that for a savings account held on both the
eligibility record date and the supplemental eligibility record date,
the amount of the qualifying deposit for calculating the sub-account is
the higher account balance of the savings account on either the
eligibility record date or the supplemental eligibility record date.
The initial sub-account is calculated by multiplying the liquidation
account balance by the following fraction: The numerator is the higher
amount of the qualifying deposit in the savings account on either the
eligibility record date or the supplemental eligibility record date and
the denominator is the calculation in proposed added Sec.
192.460(a)(5).
---------------------------------------------------------------------------
    \12\ See 67 FR 52009 (August 9, 2002). The pre-2002 OTS
regulation at 12 CFR 563b.3(f)(4) stated ``The initial subaccount
balance for a savings account held by an eligible account holder
and/or supplemental eligible account holder shall be determined by
multiplying the opening balance in the liquidation account by a
fraction of which the numerator is the amount of qualifying deposits
in such savings account on the eligibility record date and/or the
supplemental eligibility record date and the denominator is the
total amount of qualifying deposits of all eligible account holders
and supplemental eligible account holders in the converting savings
association on such dates. For savings accounts in existence at both
dates, separate subaccounts shall be determined on the basis of the
qualifying deposits in such saving accounts on such record dates.''
---------------------------------------------------------------------------
    The OCC invites comment on whether the proposed changes to Sec.
192.460 help to clarify the computation of liquidation sub-account
balances. Do commenters have any alternative methods for clarifying
these computations?
    Contributions to charitable organizations. Twelve CFR 192.550
permits a savings association to contribute some of its conversion
shares or proceeds to a charitable organization, provided certain
requirements are met. One of these requirements, set forth at 12 CFR
192.575(a)(3), is that the charitable organization must annually
provide the appropriate Federal banking agency with a copy of the
annual report that it submitted to the IRS. The OCC proposes to remove
this requirement because is often not used and, if necessary, the OCC
may obtain it from the IRS or request it directly from the charitable
organization.
    Prohibition on self-dealing for charitable organizations. 12 CFR
192.575 (Other requirements for charitable organizations) provides that
a charitable organization may not engage in self-dealing. The OCC
proposes to amend Sec.  192.575(a) to provide that a charitable
organization must not engage in self-dealing, in order to emphasize the
prohibition on self-dealing. The OCC also proposes to move the
requirement that the charitable organization comply with all laws
necessary to maintain its tax-exempt status under the Internal Revenue
Code to a new paragraph (a)(5) in Sec.  192.575.
    Voluntary supervisory conversions. Section 192.600 describes the
purposes of subpart B to part 192, which governs voluntary supervisory
mutual to stock conversions. A voluntary supervisory conversion is a
transaction to recapitalize an eligible mutual savings association
where the association's members have no rights of approval or
participation and no rights to the
[[Page 1058]]
continuance of any legal or beneficial ownership interest in the
converted association pursuant to a plan of voluntary supervisory
conversion approved by a majority of the board of directors of the
converting savings association. The OCC proposes new language in Sec.
192.600 to clarify that a voluntary supervisory mutual to stock
conversion would be appropriate when the appropriate Federal banking
agency and, in the case of a State-chartered savings association, the
appropriate State banking regulator, determines that the savings
association has demonstrated that it is unable to complete a standard
mutual to stock conversion under subpart A to part 192.
    Section 192.650 sets forth the information required to be included
in a plan of voluntary supervisory conversion. Among other things,
current Sec.  192.650 requires the savings association's name and
address; the name, address, date and place of birth, and social
security number of each proposed purchaser of conversion shares. The
OCC proposes to remove the personal identifying information from the
plan of voluntary supervisory conversion (i.e., the name, address, date
and place of birth, and social security number of each proposed
purchaser of conversion shares) as the OCC does not believe the
inclusion of such information is necessary or appropriate. The plan is
a publicly available document and the OCC believes that requiring this
information raises privacy concerns. The OCC also proposes to amend
Sec.  192.650 to remove from the plan of voluntary supervisory
conversion the title, per-unit par value, number, and per-unit and
aggregate offering price of shares that the savings association will
issue; and the number and percentage of shares that each investor will
purchase. The OCC does not find this information to be necessary in the
plan of voluntary supervisory conversion. In addition, the OCC proposes
to move the information required in the plan by Sec.  192.650(e) (the
aggregate number and percentage of shares that each director, officer,
and any affiliates or associates of the director or officer will
purchase) to the application for voluntary supervisory conversion in
Sec.  192.660(d)(5). The OCC believes this information more
appropriately belongs in the application, rather than the plan, because
the OCC reviews these proposed purchases during the application review
process and because the proposed purchases may change during the review
of the application. As a result, under revised Sec.  192.650, a plan
for voluntary supervisory conversion would be required to contain a
complete description of the proposed voluntary supervisory conversion
that also describes plans for any liquidation account and certified
copies of all resolutions relating to the conversion adopted by the
savings association's board of directors.
    Twelve CFR 192.660 specifies the information a savings association
must include in its application for voluntary supervisory conversion.
To assist in its review of these applications, the proposal would
require the application to contain some additional information. As
described in the preceding paragraph, the proposal would relocate the
information contained in current Sec.  192.650(e) (the aggregate number
and percentage of shares that each director, officer, and any
affiliates or associates of the director or officer will purchase) to
Sec.  192.660(d)(5). The proposal would add a new Sec.  192.660(e)(3)
to require that the voluntary supervisory conversion application
include any securities offering circular and other securities
disclosure materials that the savings association has prepared to use
in connection with the proposed voluntary supervisory conversion. In
addition, the proposal would require that the application include a
statement indicating the role in the successor savings association each
director, officer, and affiliate of the savings association or
associate of the director or officer will have after the conversion.
The OCC finds that information on the role that each director, officer,
affiliate, and associate will have after the conversion to be necessary
for consideration of the decision factors in Sec.  192.670(c) and
(d).\13\ Finally, the proposal would require as part of this
application any other information requested by the OCC, as authorized
by law.
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    \13\ Under Sec.  192.670(c) and (d), the appropriate Federal
banking agency will generally approve a voluntary supervisory
conversion application unless it determines the savings association
or its acquiror, or the controlling parties or directors and
officers of the savings association or its acquiror, have engaged in
unsafe or unsound practices in connection with the voluntary
supervisory conversion, or the savings association fails to justify
an employment contract incidental to the conversion, or the
employment contract will be an unsafe or unsound practice or
represent a sale of control.
---------------------------------------------------------------------------
    Federal Home Loan Bank (FHLB) membership. The proposal would remove
the references to FHLB membership in Sec. Sec.  192.135(b)(12) and
192.660(g)(4) because Federal savings associations are no longer
required to be members of the FHLB System.\14\ The existing provisions
of part 192 that reference FHLB membership were drafted when FHLB
System membership was required for Federal savings associations.
Whether the Federal savings association retains FHLB membership has no
impact on the OCC's consideration of an application for a voluntary
supervisory conversion in Sec.  192.660(g)(4), nor would it be of
interest to members as part of the notice in Sec.  192.135(b)(12).
---------------------------------------------------------------------------
    \14\ In 1999, HOLA was amended to no longer require Federal
savings associations to become FHLB members. See 12 U.S.C. 1464(f);
Public Law 106-102 section 603 (1999).
---------------------------------------------------------------------------
    Technical amendments. The proposal would make several global
technical changes to part 192. First, the proposed rule would change
the text of part 192 from the OTS question and answer format to the
standard format of the national bank rules in 12 CFR parts 1 through
50. Second, the proposed rule would add paragraph headings in
compliance with Federal Register guidelines. Third, the proposed rule
would clarify that calendar days are used for computations of time
under part 192. Finally, the proposed rule replaces cross-references to
the repealed 12 CFR part 197 (2017) (Securities offering disclosure
rules) with cross-references to the OCC rule that now applies to
Federal savings associations, 12 CFR part 16.
    Furthermore, the proposed rule would make a number of technical
changes to specific sections of part 192. First, the proposed rule
would amend Sec.  192.200 to remove the cross-reference to the FDIC's
repealed capital rules in subpart Z to part 390. In addition, the
proposed rule would remove from Sec.  192.520(b) the cross-reference to
part 167 and replace it with a cross-reference to integrated part 3.
Finally, the proposed rule would amend Sec.  192.660 by replacing an
outdated cross-reference to the Thrift Financial Report with the Call
Report.
    Miscellaneous technical amendments. The proposal would amend
subpart J to 12 CFR part 3 to correct an out-of-date cross-reference.
Currently, at 12 CFR 3.601(b), OCC regulations provide, in part, that a
capital directive (i.e., an order issued by the OCC to a national bank
or Federal savings association to take certain actions to achieve and/
or maintain a specified capital ratio) is enforceable in the same
manner and to the same extent as a final cease and desist order as
defined under 12 U.S.C. 1818(k). Because section 1818(k) has been
repealed, the OCC is amending this provision to provide instead that a
capital directive is enforceable under section 1818(i) in the same
manner and to the same extent as an effective and
[[Page 1059]]
outstanding cease and desist order issued pursuant to section 1818(b)
that has become final. This revision is consistent with the OCC's
existing authority as set forth under the International Lending
Supervision Act at 12 U.S.C. 3907(b) and is not intended to have any
substantive impact on the procedures for the enforcement of a capital
directive.
    The proposal would amend 12 CFR 4.14(a)(9) to remove cross-
references to 12 CFR parts 194 (2017) and 197, which have been
repealed. The requirements in former parts 194 and 197 have been added
to parts 11 and 16, respectively, and the cross-references to those
parts have been added to Sec.  4.14(a)(9) accordingly.
    The proposal would amend 12 CFR 4.34(c)(2), 4.37(a)(2)(ii),
108.6(d), 108.7(c) and (d), and 112.4 to change ``the OCC's Enforcement
and Compliance Division'' to ``the OCC's Law Department.'' Similarly,
the proposal would amend 12 CFR 11.3(a), 16.17(a) and (f), and 16.30(a)
by removing the phrase ``the OCC's Securities and Corporate Practices
Division'' and replacing it with ``the OCC's Law Department.''
    The proposal would amend 12 CFR 23.6 to change an incorrect
singular subject and verb to the correct plural subject and verb.
    The proposal would amend 12 CFR 26.6(b)(4) to correct a cross-
reference. The cross-reference to Sec.  5.51(c)(6) is incorrect; the
correct cross-reference is Sec.  5.51(c)(7).
    The proposal also removes a number of definitions in the OCC's
rules for Federal and State savings associations that are no longer
necessary. These definitions are currently included in 12 CFR part 141
(Definition for regulations affecting Federal savings associations) and
12 CFR part 161 (Definitions for regulations affecting all savings
associations). These definitions apply only to the OCC's rules in parts
100 through 195, which the former OTS originally issued and the OCC
republished as OCC rules pursuant to the Dodd-Frank Act. Because the
OCC has integrated and amended a number of these rules, many of the
terms defined in parts 141 and 161 are no longer used in parts 100
through 195 and, therefore, these definitions are no longer necessary.
Specifically, the OCC proposes to remove the definitions of ``Act,''
``debit card,'' ``improved nonresidential real estate,'' ``improved
residential real estate,'' ``interim Federal savings association,''
``interim state savings association,'' ``unimproved real estate,''
``withdrawal value of a savings account,'' ``accountholder,'' ``audit
period,'' ``land loan,'' ``low-rent housing,'' ``Money Market Deposit
Accounts,'' ``Negotiable Order of Withdrawal (NOW) accounts,'' ''
nonresidential construction loan,'' ``nonwithdrawable account,''
``parent company,'' ``principal office,'' ``service corporation,'' and
``subordinated debt security.''
    The OCC also proposes to amend the definition of ``state'' in Sec.
161.50 so that it is identical to the definition of this term in
section 3 of the FDIA (12 U.S.C. 1813(a)(3)). Specifically, the
proposed definition would include any territory of the United States,
American Samoa, the Trust Territory of the Pacific Islands, and the
Northern Mariana Islands, in addition to a State, the District of
Columbia, Guam, Puerto Rico, and the Virgin Islands.
    The proposal would amend 12 CFR 160.60(b)(3) to remove a cross-
reference to the repealed Sec.  163.43 and replace with Sec.  31.2. The
proposed rule also would amend parts 160 and 163 to define ``OCC'' as
the Office of the Comptroller of the Currency in the text of Sec. Sec.
160.1 and 163.47, and to define ``FDIC'' as the Federal Deposit
Insurance Corporation in Sec.  163.80.
    Finally, the OCC proposes to update the authority citation for 12
CFR 195.11(a) to include a citation to section 312 of the Dodd-Frank
Act (12 U.S.C. 5412(b)(2)(B)).
III. Request for Comments
    The OCC encourages comment on any aspect of this proposal and
especially on those issues noted in this preamble.
IV. Regulatory Analysis
Regulatory Flexibility Act
    The Regulatory Flexibility Act, 5 U.S.C. 601 et seq., (RFA),
requires an agency, in connection with a proposed rule, to prepare an
Initial Regulatory Flexibility Analysis describing the impact of the
rule on small entities (defined by the Small Business Administration
(SBA) for purposes of the RFA to include commercial banks and savings
institutions with total assets of $600 million or less and trust
companies with total revenue of $41.5 million or less) or to certify
that the proposed rule would not have a significant economic impact on
a substantial number of small entities. The OCC currently supervises
approximately 886 small entities, of which 258 are Federal savings
associations.\15\ The proposed rule would place one new mandate on
Federal savings associations to submit additional information to the
OCC as part of their voluntary supervisory conversion applications to
convert from mutual to stock form pursuant to 12 CFR 192.660. Because
the additional reporting requirement for Federal savings associations
that are converting from mutual to stock form through a voluntary
supervisory conversion would likely require minimal additional effort
relative to the overall conversion application, the additional cost of
collecting this additional information would likely be de minimis.
Therefore, the OCC certifies that the proposed rule, if implemented,
would not have a significant economic impact on a substantial number of
OCC-supervised small entities.
---------------------------------------------------------------------------
    \15\ The OCC bases its estimate of the number of small entities
on the SBA's size thresholds for commercial banks and savings
institutions, and trust companies, which are $600 million and $41.5
million, respectively. Consistent with the General Principles of
Affiliation 13 CFR 121.103(a), the OCC counts the assets of
affiliated financial institutions when determining if we should
classify an OCC-supervised institution a small entity. The OCC uses
December 31, 2017, to determine size because a ``financial
institution's assets are determined by averaging the assets reported
on its four quarterly financial statements for the preceding year.''
See footnote 8 of the U.S. Small Business Administration's Table of
Size Standards.
---------------------------------------------------------------------------
Unfunded Mandates Reform Act of 1995
    Consistent with the Unfunded Mandates Reform Act, the OCC's review
considers whether the mandates imposed by the proposed rule may result
in an expenditure of $100 million or more (adjusted for inflation) by
state, local, and tribal governments, or by the private sector, in any
one year. The proposed rule would place one new mandate on Federal
savings associations to submit additional information to the OCC as
part of their voluntary supervisory conversion applications to convert
from mutual to stock form pursuant to 12 CFR 192.660. This additional
requirement for Federal savings associations to submit additional
information to the OCC would likely result in a de minimis increase in
costs. Therefore, we conclude that the proposed rule would not result
in the expenditure of $100 million or more annually (adjusted for
inflation) by state, local, and tribal governments, or by the private
sector.
Paperwork Reduction Act
    Under the Paperwork Reduction Act of 1995,\16\ the OCC may not
conduct or sponsor, and a person is not required to respond to, an
information collection unless the information collection displays a
valid OMB control number. The OCC has submitted the information
[[Page 1060]]
collection requirements imposed by this proposal to OMB for review.
---------------------------------------------------------------------------
    \16\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------
    The proposal would add a new Sec.  192.660(e)(3) to require that
the voluntary supervisory conversion application include a statement
indicating the role in the successor savings association each director,
officer, and affiliate of the savings association or associate of the
director or officer will have after the conversion. This burden for
this requirement will be added to the existing information collection
for OCC's Licensing Manual.
    Title: Voluntary Supervisory Conversion Application: Successor
Savings Association Roles.
    OMB Control No.: 1557-NEW.
    Frequency of Response: On occasion.
    Affected Public: Businesses or other for-profit organizations.
    Estimated Number of Respondents: 1.
    Estimated Burden per Respondent: 2 hours.
    Estimated Total Annual Burden: 2 hours.
    Please submit comments using the instructions in the ADDRESSES
section of this document. Comments are invited on:
    (a) Whether the collections of information are necessary for the
proper performance of the functions of the OCC, including whether the
information has practical utility;
    (b) The accuracy of the OCC's estimates of the burden of the
collections of information;
    (c) Ways to enhance the quality, utility, and clarity of the
information to be collected;
    (d) Ways to minimize the burden of the collections on respondents,
including through the use of automated collection techniques or other
forms of information technology; and
    (e) Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of services to provide information.
List of Subjects
12 CFR Part 3
    Administrative practice and procedure, Banks, banking, Federal
Reserve System, Investments, National banks.
12 CFR Part 4
    Administrative practice and procedure, Freedom of Information,
Individuals with disabilities, Minority businesses, Organization and
functions (Government agencies), Reporting and recordkeeping
requirements, Women.
12 CFR Part 11
    Business information, National banks, Reporting and recordkeeping
requirements, Securities.
12 CFR Part 16
    National banks, Reporting and recordkeeping requirements,
Securities.
12 CFR Part 19
    Crime, Equal access to justice, Investigations, National banks,
Penalties, Securities.
12 CFR Part 23
    Banks, Banking, National banks, Reporting and recordkeeping
requirements.
12 CFR Part 26
    Antitrust, Holding companies, National banks.
12 CFR Part 32
    National banks, Reporting and recordkeeping requirements.
12 CFR Part 108
    Administrative practice and procedure, Crime, Savings associations.
12 CFR Part 112
    Administrative practice and procedure, Investigations.
12 CFR Part 141
    Reporting and recordkeeping requirements, Savings associations.
12 CFR Part 160
    Consumer protection, Investments, Manufactured homes, Mortgages,
Reporting and recordkeeping requirements, Savings associations,
Securities.
12 CFR Part 161
    Administrative practice and procedure, Savings associations.
12 CFR Part 163
    Accounting, Administrative practice and procedure, Advertising,
Crime, Currency, Investments, Mortgages, Reporting and recordkeeping
requirements, Savings associations.
12 CFR Part 192
    Reporting and recordkeeping requirements, Savings associations,
Securities.
    Accordingly, the Office of the Comptroller of the Currency proposes
to amend 12 CFR chapter I as follows:
PART 3--CAPITAL ADEQUACY STANDARDS
0
1. The authority citation for part 3 continues to read as follows:
    Authority: 12 U.S.C. 93a, 161, 1462, 1462a, 1463, 1464, 1818,
1828(n), 1828 note, 1831n note, 1835, 3907, 3909, and 5412(b)(2)(B).
Sec.  3.2   [Amended]
0
2. Section 3.2 is amended in the definition of Qualifying master
netting agreement in paragraph (2)(i)(A) by removing ``; or'' and
adding a period in its place.
0
3. Section 3.601 is amended by revising paragraph (b) to read as
follows:
Sec.  3.601   Purpose and Scope.
* * * * *
    (b) A directive issued under this rule, including a plan submitted
under a directive, is enforceable under the provisions of 12 U.S.C.
1818(i) in the same manner and to the same extent as an effective and
outstanding cease and desist order issued pursuant to 12 U.S.C. 1818(b)
that has become final. Violation of a directive may result in
assessment of civil money penalties in accordance with 12 U.S.C.
3909(d).
PART 4--ORGANIZATION AND FUNCTIONS, AVAILABILITY AND RELEASE OF
INFORMATION, CONTRACTING OUTREACH PROGRAM, POST-EMPLOYMENT
RESTRICTIONS FOR SENIOR EXAMINERS
0
4. The authority citation for part 4 continues to read as follows:
    Authority:  5 U.S.C. 301, 552; 12 U.S.C. 1, 93a, 161, 481, 482,
484(a), 1442, 1462a, 1463, 1464 1817(a), 1818, 1820, 1821, 1831m,
1831p-1, 1831o, 1833e, 1867, 1951 et seq., 2601 et seq., 2801 et
seq., 2901 et seq., 3101 et seq., 3401 et seq., 5321, 5412, 5414; 15
U.S.C. 77uu(b), 78q(c)(3); 18 U.S.C. 641, 1905, 1906; 29 U.S.C.
1204; 31 U.S.C. 5318(g)(2), 9701; 42 U.S.C. 3601; 44 U.S.C. 3506,
3510; E.O. 12600 (3 CFR, 1987 Comp., p. 235).
Sec.  4.14   [Amended]
0
5. Section 4.14 is amended in paragraph (a)(9) by removing the phrase
``parts 11, 16, 194 or 197 of this chapter'' and adding in its place
``part 11 or 16 of this chapter''.
Sec.  4.34   [Amended]
0
6. Section 4.34 is amended in paragraph (c)(2) by removing the phrase
``and Compliance''.
Sec.  4.37   [Amended]
0
7. Section 4.37 is amended in paragraph (a)(2)(ii) by removing the
phrase ``and Compliance''.
PART 11--SECURITIES EXCHANGE ACT DISCLOSURE RULES
0
8. The authority citation for part 11 continues to read as follows:
[[Page 1061]]
    Authority:  12 U.S.C. 93a, 1462a, 1463, 1464 and 5412(b)(2)(B);
15 U.S.C. 78j-1(m), 78m, 78n, 78p, 78w, 78l, 7241, 7242, 7243, 7244,
7261, 7262, 7264, and 7265.
Sec.  11.3   [Amended]
0
9. Section 11.3 is amended:
0
a. In paragraph (a)(1)(i) and the second sentence of paragraph
(a)(1)(ii) by removing the phrase ``the Securities and Corporate
Practices Division'' and by adding the phrase ``the OCC's Law
Department in its place; and
0
b. In the first sentence of paragraph (a)(1)(ii) by removing the phrase
``the OCC's Securities and Corporate Practices Division'' and by adding
the phrase ``the OCC's Law Department'' in its place.
PART 16--SECURITIES OFFERING DISCLOSURE RULES
0
10. The authority citation for part 16 continues to read as follows:
    Authority:  12 U.S.C. 1 et seq., 93a, 1462a, 1463, 1464, and
5412(b)(2)(B).
Sec.  16.15   [Amended]
0
11. Section 16.15 is amended in paragraph (e) by adding the phrase ``or
as part of its offering statement for the offer and sale of its
securities pursuant to 12 CFR 16.8,'' after ``registration statement
for the offer and sale of its securities,''.
0
12. Section 16.17 is amended by:
0
a. Removing the phrase ``the OCC's Securities and Corporate Practices
Division'' and by adding the phrase ``the OCC's Law Department'' in its
place in paragraph (a);
0
b. Adding a sentence at the end of paragraph (b); and
0
c. Removing the phrase ``the OCC's Securities and Corporate Practices
Division'' and by adding the phrase ``the OCC's Law Department'' in its
place in the first and second sentences of paragraph (f).
    The addition reads as follows:
Sec.  16.17  Filing requirements and inspection of documents.
* * * * *
    (b) * * * All registration statements, offering documents,
amendments, notices, or other documents relating to a mutual to stock
conversion pursuant to 12 CFR part 192 must be filed with the
appropriate OCC Licensing office at http://www.banknet.gov/.
* * * * *
Sec.  16.30   [Amended]
0
13. Section 16.30 is amended in paragraph (a) by removing the phrase
``the OCC's Securities and Corporate Practices Division'' and by adding
the phrase ``the OCC's Law Department'' in its place.
PART 19--RULES OF PRACTICE AND PROCEDURE
0
14. The authority citation for part 19 continues to read as follows:
    Authority:  5 U.S.C. 504, 554-557; 12 U.S.C. 93(b), 93a, 164,
481, 504, 1817, 1818, 1820, 1831m, 1831o, 1832, 1884, 1972, 3102,
3108(a), 3110, 3909, and 4717; 15 U.S.C. 78(h) and (i), 78o-4(c),
78o-5, 78q-1, 78s, 78u, 78u-2, 78u-3, 78w, and 1639e; 28 U.S.C. 2461
note; 31 U.S.C. 330 and 5321; and 42 U.S.C. 4012a.
Sec.  19.241   [Amended]
0
15. Section 19.241 is amended in paragraph (a) by:
0
a. Removing the phrase ``Federal Deposit Insurance Act (FDI Act)'' and
adding in its place ``FDIA'';
0
b. Removing the phrase ``section 36 of the FDI Act'' and adding in its
place ``section 36 of the FDIA''; and
0
c. Removing the phrase ``insured national banks and Federal branches
and agencies of foreign banks'' and adding in its place the phrase
``insured national banks, insured Federal savings associations, and
insured Federal branches of foreign banks''.
Sec.  19.242   [Amended]
0
16. Section 19.242 is amended by:
0
a. Removing the word ``shall'' in the introductory text; and
0
b. Adding the phrase ``(12 U.S.C. 1831m)'' after the phrase ``section
36 of the FDIA'' in paragraph (b).
0
17. Section 19.243 is amended by:
0
a. Adding ``(12 U.S.C. 1831m)'' after ``section 36 of the FDIA'' in
paragraph (a)(1) introductory text;
0
b. Adding the phrase ``, insured Federal savings associations, or
insured Federal branches of foreign banks'' after the phrase ``national
banks'' in paragraph (a)(1) introductory text;
0
c. Removing the phrase ``particular national bank or class of national
banks'' and adding in its place the phrase ``particular insured
national bank, insured Federal savings association, or insured Federal
branch of a foreign bank, or class of insured national banks, insured
Federal savings associations, or insured Federal branches of foreign
banks'' in paragraph (a)(3);
0
d. In paragraph (b)(2):
0
i. Removing the word ``shall'' and adding in its place the word
``will''; and
0
ii. Adding the phrase ``, subject to the limitations in Sec.
19.243(c)(4)'' at the end of the second sentence;
0
e. Adding the phrase ``, insured Federal savings associations, or
insured Federal branches of foreign banks'' after the phrase ``national
banks'' in paragraph (c)(1) introductory text;
0
f. Revising the last sentence of paragraph (c)(3);
0
g. In paragraph (c)(4):
0
i. Removing the phrase ``who shall fix a place'' in the first sentence
and adding in its place the phrase ``who will fix a place'';
0
ii. Removing the phrase ``unless extended'' in the first sentence and
adding in its place the phrase ``unless further time is allowed by the
presiding officer'';
0
iii. Removing the phrase ``there shall be no discovery'' in the last
sentence and adding in its place the phrase ``there will be no
discovery''; and
0
iv. Removing the phrase ``of this part shall apply'' and adding in its
place ``of this part apply'';
0
h. Removing the word ``shall'' in the first sentence and adding in its
place the word ``will'' in paragraph (c)(5); and
0
i. Removing the word ``shall'' each time that it appears and adding in
its place the word ``will'' in paragraph (c)(6).
    The revision reads as follows:
Sec.  19.243   Removal, suspension, or debarment.
* * * * *
    (c) * * *
    (3) * * * If no petition is filed within 10 calendar days, the
right to a petition is waived and the immediate suspension remains in
effect pursuant to paragraph (c)(2).
* * * * *
0
18. Section 19.244 is amended by:
0
a. Revising the section heading;
0
b. Adding the phrase ``, insured Federal savings associations, or
insured Federal branches of foreign banks'' after the phrase ``national
banks'' in paragraph (a) introductory text;
0
b. In paragraph (a)(1):
0
i. Adding the word ``former'' before the phrase ``Office of Thrift
Supervision''; and
0
ii. Adding ``(12 U.S.C. 1831m)'' after the phrase ``section 36 of the
FDIA'';
0
c. In paragraph (b):
0
i. Adding the word ``insured'' before the phrase ``national banks'';
0
ii. Adding the phrase ``, insured Federal savings associations, or
insured Federal branches of foreign banks'' after the phrase ``national
banks''; and
0
iii. Removing the word ``shall'' and adding in its place the word
``must''.
    The revision reads as follows:
Sec.  19.244   Automatic removal, suspension, or debarment.
* * * * *
Sec.  19.245   [Amended]
0
19. Section 19.245 is amended by:
0
a. Adding a comma after the word ``suspension'' in the section heading;
0
b. Removing the word ``shall'' and adding in its place the word
``will'' in paragraph (a);
[[Page 1062]]
0
c. In paragraph (b) introductory text:
0
i. Adding the word ``insured'' before the phrase ``national bank '';
and
0
ii. Adding the phrase ``, insured Federal savings association, or
insured Federal branch of a foreign bank'' after the phrase ``national
bank'';
0
d. Removing the phrase ``Sarbanes-Oxley Act)'' and adding in its place
the phrase ``Sarbanes-Oxley Act'' in paragraph (b)(2); and
0
e. Removing the word ``shall'' and adding in its place the word
``must'' in paragraph (c).
Sec.  19.246   [Amended]
0
20. Section 19.246 is amended by:
0
a. Removing the word ``shall'' and adding in its place the word
``must'' in paragraph (a);
0
b. In paragraph (b):
0
i. Removing the phrase ``shall bear'' each time it appears and adding
in its place the word ``bears''; and
0
ii. In the penultimate and last sentences, removing the word ``shall''
and adding in its place the word ``will''.
PART 23--LEASING
0
21. The authority citation for part 23 continues to read as follows:
    Authority: 12 U.S.C. 1 et seq., 24(Seventh), 24(Tenth), and 93a.
Sec.  23.6   [Amended]
0
22. Section 23.6 is amended by:
0
a. Removing the word ``lease'' before the phrase ``entered into
pursuant to this part'' and adding in its place the word ``leases'';
and
0
b. Removing the word ``is'' before the phrase ``subject to the lending
limits prescribed'' and adding in its place the word ``are''.
PART 26--MANAGEMENT INTERLOCKS
0
23. The authority citation for part 26 continues to read as follows:
    Authority:  12 U.S.C. 1, 93a, 1462a, 1463, 1464, 3201-3208,
5412(b)(2)(B).
Sec.  26.6   [Amended]
0
24. Section 26.6 is amended in paragraph (b)(4) by removing
``5.51(c)(6)'' and adding in its place ``5.51(c)(7)''.
PART 32--LENDING LIMITS
0
25. The authority citation for part 32 continues to read as follows:
    Authority: 12 U.S.C. 1 et seq., 12 U.S.C. 84, 93a, 1462a, 1463,
1464(u), 5412(b)(2)(B), and 15 U.S.C. 1639h.
0
26. Section 32.2 is amended by revising paragraphs (cc) and (dd) to
read as follows:
Sec.  32.2   Definitions.
* * * * *
    (cc) Small business loans means loans or extensions of credit
``secured by nonfarm nonresidential properties'' or ``commercial and
industrial loans'' as defined in the instructions for preparation of
the Consolidated Report of Condition and Income.
    (dd) Small farm loans or extensions of credit means ``loans secured
by farmland'' or ``loans to finance agricultural production and other
loans to farmers'' as defined in the instructions for preparation of
the Consolidated Report of Condition and Income.
* * * * *
Sec.  32.7   [Amended]
0
27. Section 32.7 is amended in paragraph (d) by removing the phrase
``Federal banking agency'' each time it appears and adding in its place
``supervisory office''.
PART 108--REMOVALS, SUSPENSIONS, AND PROHIBITIONS WHERE A CRIME IS
CHARGED OR PROVEN
0
28. The authority citation for part 108 continues to read as follows:
    Authority: 12 U.S.C. 1464, 1818, 5412(b)(2)(B).
Sec.  108.6   [Amended]
0
29. Section 108.6 is amended in paragraph (d) by removing the phrase
``and Compliance''.
Sec.  108.7   [Amended]
0
30. Section 108.7 is amended in the first sentence of paragraph (c) and
in paragraph (d) by removing the phrase ``and Compliance''.
Sec.  108.13   [Amended]
0
31. Section 108.13 is amended in paragraph (c) by removing the phrase
``and Compliance''.
PART 112--RULES FOR INVESTIGATIVE PROCEEDINGS AND FORMAL
EXAMINATION PROCEEDINGS
0
32. The authority citation for part 112 continues to read as follows:
    Authority: 12 U.S.C. 1462a, 1463, 1464, 1467, 1467a, 1813,
1817(j), 1818(n), 1820(c), 5412(b)(2)(B); 15 U.S.C. 78l.
Sec.  112.4   [Amended]
0
33. Section 112.4 is amended in the second sentence by removing the
phrase ``and Compliance''.
PART 141--DEFINITIONS FOR REGULATIONS AFFECTING FEDERAL SAVINGS
ASSOCIATIONS
0
34. The authority citation for part 141 continues to read as follows:
    Authority: 12 U.S.C. 1462a, 1463, 1464, 5412(b)(2)(B).
Sec. Sec.  141.2, 141.8, 141.15, 141.16, 141.18, 141.19, 141.27,
141.28   [Removed and Reserved]
0
35. Sections 141.2, 141.8, 141.15, 141.16, 141.18, 141.19, 141.27, and
141.28 are removed and reserved.
PART 160--LENDING AND INVESTMENT
0
36. The authority for part 160 continues to read as follows:
    Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 1701j-3, 1828,
3803, 3806, 5412(b)(2)(B); 42 U.S.C. 4106.
Sec.  160.1   [Amended]
0
37. Section 160.1 is amended in paragraph (a) by removing ``OCC'' and
adding in its place the phrase ``Office of the Comptroller of the
Currency (OCC)''.
Sec.  160.60   [Amended]
0
38. Section 160.60 is amended in paragraph (b)(3) by removing the
phrase ``12 CFR part 32 and Sec.  163.43 of this chapter'' and adding
in its place ``12 CFR 31.2 and part 32 of this chapter''.
PART 161--DEFINITIONS FOR REGULATIONS AFFECTING All SAVINGS
ASSOCIATIONS
0
39. The authority citation for part 161 continues to read as follows:
    Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 5412(b)(2)(B).
Sec. Sec.  161.3, 161.6, 161.26, 161.27, 161.28. 161.29, 161.30, and
161.31   [Removed and Reserved]
0
40. Sections 161.3, 161.6, 161.26, 161.27, 161.28, 161.29, 161.30, and
161.31 are removed and reserved.
Sec.  161.37   [Amended]
0
41. Section 161.37 is amended by removing the first sentence.
Sec. Sec.  161.39 and 161.45   [Removed and Reserved]
0
42. Sections 161.39 and 161.45 are removed and reserved.
0
43. Section 161.50 is revised to read as follows:
Sec.  161.50   State.
    The term ``State'' means any State of the United States, the
District of Columbia, any territory of the United States, Puerto Rico,
Guam, American Samoa, the Trust Territory of the Pacific
[[Page 1063]]
Islands, the Virgin Islands, and the Northern Mariana Islands.
Sec.  161.51   [Removed and Reserved]
0
44. Section 161.51 is removed and reserved.
PART 163--SAVINGS ASSOCIATIONS--OPERATIONS
0
45. The authority for part 163 continues to read as follows:
    Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 1817, 1820, 1828,
1831o, 3806, 5101 et seq., 5412(b)(2)(B); 31 U.S.C. 5318; 42 U.S.C.
4106.
Sec.  163.39   [Removed and Reserved]
0
46. Section 163.39 is removed and reserved.
Sec.  163.47   [Amended]
0
47. Section 163.47 is amended in paragraph (d) by removing ``OCC'' and
adding in its place the phrase ``Office of the Comptroller of the
Currency (OCC)''.
Sec.  163.76   [Amended]
0
48. Section 163.76 is amended:
0
a. In paragraph (b), by removing the phrase ``Sec.  197.10 of this
chapter'' and adding in its place ``Sec.  16.32 of this chapter''; and
0
b. In paragraph (c), in the second paragraph of the Form of
Certification, by removing ``]'' after ``I should call the Office of
the Comptroller of the Currency''.
Sec.  163.80   [Amended]
0
49. Section 163.80 is amended in paragraph (c) by removing the phrase
``FDIC'' and adding in its place the phrase ``Federal Deposit Insurance
Corporation (FDIC)''.
Sec.  163.180   [Amended]
0
50. In section 163.180, remove the first paragraph (d)(12)(i)(A)
paragraph designation and subject heading ``(A) General rule'' and
redesignate the paragraph as paragraph (d)(12)(i) introductory text.
0
51. Part 192 is revised to read as follows:
PART 192--CONVERSIONS FROM MUTUAL TO STOCK FORM
Sec.
192.5 Purpose, prescribed forms, waiver.
192.7 Electronic filing.
192.8 Computation of time.
192.10 Forming a holding company upon conversion.
192.15 Forming a charitable organization upon conversion.
192.20 Acquiring another insured depository institution upon
conversion.
192.25 Definitions.
Subpart A--Standard Conversions
Prior to Conversion
192.100 Preparing for a conversion.
192.105 Information required in business plan.
192.110 Review of business plan by chief executive officer and board
of directors.
192.115 Review of business plan by the appropriate Federal banking
agency.
192.120 Confidentiality of conversion information.
Plan of Conversion
192.125 Adoption of plan of conversion by board of directors.
192.130 Information required in plan of conversion.
192.135 Notifying members of adopted plan of conversion.
192.140 Amendments to plan of conversion.
Filing Requirements
192.150 Information required in an application for conversion.
192.155 Filing an application for conversion.
192.160 Request for confidential treatment.
192.165 Amendments to an application for conversion.
Notice of Filing of Application and Comment Process
192.180 Public notice of an application for conversion.
192.185 Public comment on application for conversion.
Agency Review of the Application for Conversion
192.200 Review, approval, or denial of application for conversion.
192.205 Court review of final action on application for conversion.
Vote by Members
192.225 Approval of plan of conversion by members.
192.230 Members' voting eligibility.
192.235 Notice of members' meeting.
192.240 Submission of documents to the appropriate Federal banking
agency after the members' meeting.
Proxy Solicitation
192.250 Compliance with proxy solicitation provisions.
192.255 Form of proxy requirements.
192.260 Previously executed proxies.
192.265 Proxies executed under this part.
192.270 Proxy statement requirements.
192.275 Filing revised proxy materials.
192.280 Mailing member's proxy solicitation materials.
192.285 Prohibited solicitations.
192.290 Remedial measures for prohibited solicitations.
192.295 Re-solicitation of proxies.
Offering Circular
192.300 Offering circular requirements.
192.305 Distribution of offering circular.
192.310 Filing a post-effective amendment to an offering circular.
Offers and Sales of Stock
192.320 Order of priority to purchase conversion shares.
192.325 Timing of offer to sell conversion shares.
192.330 Pricing of conversion shares.
192.335 Procedures for the sale of conversion shares.
192.340 Prohibited sales practices.
192.345 Permissible forms of subscriber payment.
192.350 Interest on payments for conversion shares.
192.355 Subscription rights for eligible account holders and
supplemental eligible account holders.
192.360 Officers, directors, and associates as eligible account
holders.
192.365 Purchase of conversion shares by other voting members.
192.370 Limits on aggregate purchases by officers, directors, and
associates.
192.375 Allocation of oversubscribed conversion shares.
192.380 Purchase of conversion shares by employee stock ownership
plan.
192.385 Purchase limitations.
192.390 Community offering of conversion shares.
192.395 Other conditions for community and public offerings.
Completion of the Offering
192.400 Time period for completion of sale of stock.
192.405 Extension of the offering period.
Completion of the Conversion
192.420 Time period for completion of the conversion.
192.425 Termination of conversion.
192.430 Charter amendments.
192.435 Corporate existence after conversion.
192.440 Stockholder voting rights after conversion.
192.445 Savings account holder's account after conversion.
Liquidation Account
192.450 Liquidation accounts.
192.455 Initial balance of liquidation account.
192.460 Initial balance of liquidation sub-account.
192.465 Retention of voting rights based on liquidation sub-
accounts.
192.470 Required adjustments to liquidation sub-accounts.
192.475 Definition of liquidation.
192.480 Effect of liquidation account on net worth.
192.485 Required liquidation account provision in new Federal
charter.
Post-Conversion
192.500 Possible management stock benefit plans after conversion.
192.505 Restrictions on the trading of shares by directors,
officers, and associates.
192.510 Repurchase of shares after conversion.
192.515 Information to be filed with Federal banking agency prior to
repurchase of shares.
[[Page 1064]]
192.520 Declaring and paying dividends after the conversion.
192.525 Restrictions on acquisition of shares after conversion.
192.530 Other post-conversion requirements.
Contributions to Charitable Organizations
192.550 Donating conversion shares or conversion proceeds to a
charitable organization.
192.555 Member approval of charitable contributions.
192.560 Limitations on charitable contributions.
192.565 Contents of organizational documents of charitable
organization.
192.570 Conflicts of interest among directors.
192.575 Other requirements for charitable organizations.
Subpart B--Voluntary Supervisory Conversions
192.600 Voluntary supervisory conversions.
192.605 Conducting a voluntary supervisory conversion.
192.610 Member rights in a voluntary supervisory conversion.
Eligibility
192.625 Eligibility for a voluntary supervisory conversion.
192.630 Eligibility of State-chartered savings bank for voluntary
supervisory conversion.
Plan of Supervisory Conversion
192.650 Contents of plan of voluntary supervisory conversion.
Voluntary Supervisory Conversion Application
192.660 Contents of voluntary supervisory conversion application.
Appropriate Federal Banking Agency Review of the Voluntary Supervisory
Conversion Application
192.670 Approval of voluntary supervisory conversion application.
192.675 Conditions imposed upon approval of voluntary supervisory
conversion application.
Offers and Sales of Stock
192.680 Offer and sale of shares in a voluntary supervisory
conversion.
Post-Conversion
192.690 Restrictions on acquisition of additional shares after
voluntary supervisory conversion.
    Authority:  12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq.,
5412(b)(2)(B); 15 U.S.C. 78c, 78l, 78m, 78n, 78w.
Sec.  192.5   Purpose, prescribed forms, waiver.
    (a) General. This part governs how a savings association may
convert from the mutual to the stock form of ownership. Subpart A of
this part governs standard mutual-to-stock conversions. Subpart B of
this part governs voluntary supervisory mutual-to-stock conversions.
This part supersedes all inconsistent charter and bylaw provisions of
Federal savings associations converting to stock form.
    (b) Prescribed forms. A savings association must use the forms
prescribed under this part and part 16 and provide such information as
the appropriate Federal banking agency may require under the forms and
by regulation. The forms required under this part include: Form AC
(Application for Conversion); Form PS (Proxy Statement); Form OC
(Offering Circular); Form OF (Order Form); and the applicable form for
a registration statement under 12 CFR 16.15. Forms AC, PS, OC, and OF
are available on the website of the Office of the Comptroller of the
Currency (OCC) at http://www.occ.gov.
    (c) Waivers. The appropriate Federal banking agency may waive any
requirement of this part or a provision in any prescribed form. To
obtain a waiver, a savings association must file a written request with
the appropriate Federal banking agency that:
    (1) Specifies the requirement(s) or provision(s) the savings
association wants the appropriate Federal banking agency to waive;
    (2) Demonstrates that the waiver is equitable; is not detrimental
to the savings association, its account holders, or other savings
associations; and is not contrary to the public interest; and
    (3) Includes an opinion of counsel demonstrating that applicable
law does not conflict with the waiver of the requirement or provision.
    (d) Financial statements. The form and content of financial
statements and related financial data in a filing under this part must
be prepared and presented in accordance with U. S. generally accepted
accounting principles and other applicable accounting guidance and
requirements as specified by the OCC in the forms required under
paragraph (b) of this section.
Sec.  192.7   Electronic filing.
    For Federal savings associations, the OCC encourages the electronic
filing of all applications, notices, or other documents required by
this part through http://www.banknet.gov/. The Comptroller's Licensing
Manual describes the OCC's electronic filing procedures.
Sec.  192.8   Computation of time.
    In computing the period of days, the OCC excludes the day of the
act or event (e.g., the date an application is received by the OCC)
from when the period begins to run. When the last day of a time period
is a Saturday, Sunday, or Federal holiday, the time period runs until
the end of the next day that is not a Saturday, Sunday, or Federal
holiday.
Sec.  192.10   Forming a holding company upon conversion.
    A savings association may convert to the stock form of ownership as
part of a transaction where the savings association organizes a holding
company to acquire all of the savings association's shares upon their
issuance. In this transaction, the savings association's holding
company will offer rights to purchase its shares instead of the savings
association's shares. Regulations of the Board of Governors of the
Federal Reserve System address holding company application
requirements.
Sec.  192.15   Forming a charitable organization upon conversion.
    When a savings association converts to the stock form, it may form
a charitable organization. A savings association's contributions to the
charitable organization are governed by the requirements of Sec. Sec.
192.550 through 192.575.
Sec.  192.20   Acquiring another insured depository institution upon
conversion.
    When a savings association converts to stock form, it may acquire
for cash or stock another insured depository institution that is
already in the stock form of ownership.
Sec.  192.25   Definitions.
    The following definitions apply to this part and the forms
prescribed under this part:
    Acting in concert has the same meaning as in 12 CFR 5.50(d)(2). The
rebuttable presumptions of 12 CFR 5.50(f)(2), other than 12 CFR
5.50(f)(2)(ii)(A) and (B), apply to the share purchase limitations at
Sec. Sec.  192.355 through 192.395.
    Affiliate of, or a person affiliated with, a specified person is a
person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the
specified person.
    Appropriate Federal banking agency means appropriate Federal
banking agency as defined in section 3 of the Federal Deposit Insurance
Act (12 U.S.C. 1813(q)).
    Associate of a person is:
    (1) A corporation or organization (other than a savings association
or its majority-owned subsidiaries), if the person is a senior officer
or partner, or beneficially owns, directly or indirectly, 10 percent or
more of any class of equity securities of the corporation or
organization.
[[Page 1065]]
    (2) A trust or other estate, if the person has a substantial
beneficial interest in the trust or estate or is a trustee or fiduciary
of the trust or estate. For purposes of Sec. Sec.  192.370 through
192.395 and 192.505, a person who has a substantial beneficial interest
in a savings association's tax-qualified or non-tax-qualified employee
stock benefit plan, or who is a trustee or a fiduciary of the plan, is
not an associate of the plan. For the purposes of Sec.  192.370, a
savings association's tax-qualified employee stock benefit plan is not
an associate of a person.
    (3) Any person who is related by blood or marriage to such person
and:
    (i) Who lives in the same home as the person; or
    (ii) Who is the saving association's director or senior officer, or
a director or senior officer of the saving association's holding
company or its subsidiary.
    Association members or members are persons who, under applicable
law, are eligible to vote at the meeting on conversion.
    Community offering means the offer to sell to the members of the
general public in the savings association's community the securities
not subscribed for in the subscription offering. The community offering
may occur concurrently with the subscription offering and any
syndicated community offering, or upon conclusion of the subscription
offering.
    Control (including controlling, controlled by, and under common
control with) means the direct or indirect power to direct or exercise
a controlling influence over the management and policies of a person,
whether through the ownership of voting securities, by contract, or
otherwise as described in 12 CFR 5.50.
    Demand accounts means non-interest-bearing demand deposits that are
subject to check or to withdrawal or transfer on negotiable or
transferable order to the savings association and that are permitted to
be issued by statute, regulation, or otherwise and are payable on
demand.
    Eligibility record date is the date for determining eligible
account holders. The eligibility record date must be at least one year
before the date a savings association's board of directors adopts the
plan of conversion.
    Eligible account holders are any persons holding qualifying
deposits on the eligibility record date.
    Federal savings association means a Federal savings association or
Federal savings bank chartered under section 5 of the Home Owners' Loan
Act (HOLA) (12 U.S.C. 1464).
    IRS is the Internal Revenue Service.
    Local community includes:
    (1) Every county, parish, or similar governmental subdivision in
which a savings association has a home or branch office;
    (2) Each county's, parish's, or subdivision's metropolitan
statistical area;
    (3) All zip code areas in a savings association's Community
Reinvestment Act assessment area; and
    (4) Any other area or category that a savings association sets out
in its plan of conversion, as approved by the appropriate Federal
banking agency.
    Offer, offer to sell, or offer for sale is an attempt or offer to
dispose of, or a solicitation of an offer to buy, a security or
interest in a security for value. Preliminary negotiations or
agreements with an underwriter, or among underwriters who are or will
be in privity of contract with a savings association, are not offers,
offers to sell, or offers for sale.
    Offering circular means the securities offering materials for the
conversion.
    Person is an individual, a corporation, a partnership, an
association, a joint-stock company, a limited liability company, a
trust, an unincorporated organization, or a government or political
subdivision of a government.
    Proxy soliciting material includes a proxy statement, form of
proxy, or other written or oral communication regarding the conversion.
    Purchase or buy includes every contract to acquire a security or
interest in a security for value.
    Qualifying deposit is the total balance in an account holder's
savings accounts at the close of business on the eligibility or
supplemental eligibility record date. A savings association's plan of
conversion may provide that only savings accounts with total deposit
balances of $50 or more will qualify.
    Sale or sell includes every contract to dispose of a security or
interest in a security for value. An exchange of securities in a merger
or acquisition approved by the appropriate Federal banking agency is
not a sale.
    Savings account means any withdrawable account, including a demand
account, except this term does not mean a tax and loan account, a note
account, a United States Treasury general account, or a United States
Treasury time deposit-open account.
    Savings association means a savings association as defined in
section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(1)).
    Solicitation and solicit is a request for a proxy, whether or not
accompanied by or included in a form of proxy; a request to execute,
not execute, or revoke a proxy; or the furnishing of a form of proxy or
other communication reasonably calculated to cause a savings
association's members to procure, withhold, or revoke a proxy.
Solicitation or solicit does not include providing a form of proxy at
the unsolicited request of a member, the acts required to mail
communications for members, or ministerial acts performed on behalf of
a person soliciting a proxy.
    State means any State of the United States, the District of
Columbia, any territory of the United States, Puerto Rico, Guam,
American Samoa, the Trust Territory of the Pacific Islands, the Virgin
Islands, and the Northern Mariana Islands.
    State savings association means a State savings association as
defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C.
1813(b)(3)).
    Subscription offering is the offering of shares through
nontransferable subscription rights to:
    (1) Eligible account holders under Sec.  192.355;
    (2) Tax-qualified employee stock ownership plans under Sec.
192.380;
    (3) Supplemental eligible account holders under Sec.  192.355; and
    (4) Other voting members under Sec.  192.365.
    Supplemental eligibility record date is the date for determining
supplemental eligible account holders. The supplemental eligibility
record date is the last day of the calendar quarter before the
appropriate Federal banking agency approves a savings association's
conversion and will only occur if such agency has not approved such
conversion within 15 months after the eligibility record date.
    Supplemental eligible account holders are any persons, except a
savings association's officers, directors, and their associates,
holding qualifying deposits on the supplemental eligibility record
date.
    Tax-qualified employee stock benefit plan is any defined benefit
plan or defined contribution plan, such as an employee stock ownership
plan, stock bonus plan, profit-sharing plan, or other plan, and a
related trust, that is qualified under section 401 of the Internal
Revenue Code (26 U.S.C. 401).
    Underwriter is any person who purchases any securities from a
savings association with a view to distributing the securities, offers
or sells securities for a savings association in connection with the
securities' distribution, or participates or has a direct or indirect
participation in the direct or indirect underwriting of any such
undertaking. Underwriter does not include a person whose interest is
limited to a usual and
[[Page 1066]]
customary distributor's or seller's commission from an underwriter or
dealer.
    Voluntary supervisory conversion is a mutual to stock conversion
for a savings association that is unable to complete a standard mutual
to stock conversion under part 192, subpart A, and that meets the
eligibility requirements of Sec.  192.625.
Subpart A--Standard Conversions
Prior to Conversion
Sec.  192.100   Preparing for a conversion.
    (a) Meeting with appropriate Federal banking agency prior to
passing plan. A savings association's board, or a subcommittee of its
board, must meet, in person or electronically, with the appropriate
Federal banking agency before the savings association passes its plan
of conversion. At this meeting the savings association must provide the
appropriate Federal banking agency with a written strategic plan that
outlines the objectives of the proposed conversion and the intended use
of the conversion proceeds.
    (b) Consultation with appropriate Federal banking agency before
filing application. A savings association also should consult with the
appropriate Federal banking agency before filing its application for
conversion. The appropriate Federal banking agency will discuss the
information that the savings association must include in the
application for conversion, general issues that it may confront in the
conversion process, and any other pertinent issues.
Sec.  192.105   Information required in business plan.
    (a) Minimum requirements. Prior to filing an application for
conversion, a savings association must adopt a business plan reflecting
its intended plans for deployment of the proposed conversion proceeds.
The savings association's business plan is required, under Sec.
192.150, to be included in its application for conversion. At a
minimum, the business plan must address:
    (1) The savings association's projected operations and activities
for three years following the conversion. These projections must
include how the savings association will accomplish the following by
the final year of the business plan:
    (i) Deploy the conversion proceeds at the converted savings
association (and holding company, if applicable);
    (ii) What opportunities are available to reasonably achieve its
planned deployment of conversion proceeds in the proposed market areas;
and
    (iii) How the deployment will provide a reasonable return on
investment commensurate with investment risk, investor expectations,
and industry norms. The savings association must include three years of
projected financial statements. The business plan must provide that the
converted savings association must retain at least 50 percent of the
net conversion proceeds. The appropriate Federal banking agency may
require that a larger percentage of proceeds remain in the institution.
    (2) The savings association's plan for deploying conversion
proceeds to meet credit and lending needs in the proposed market areas.
The appropriate Federal banking agencies strongly discourage business
plans that provide for a substantial investment in mortgage securities
or other securities, except as an interim measure to facilitate
orderly, prudent deployment of proceeds during the three years
following the conversion or as part of a properly managed leverage
strategy.
    (3) The risks associated with the saving association's plan for
deployment of conversion proceeds, and the effect of this plan on
management resources, staffing, and facilities.
    (4) The expertise of the savings association's management and board
of directors, or plans for adequate staffing and controls to prudently
manage the growth, expansion, new investment, and other operations and
activities proposed in the business plan.
    (b) Prohibited information. The savings association may not project
returns of capital or special dividends in any part of the business
plan. A newly converted company may not plan on stock repurchases in
the first year of the business plan.
Sec.  192.110   Review of business plan by chief executive officer and
board of directors.
    (a) Review and approval. A savings association's chief executive
officer and members of the board of directors must review, and at least
two-thirds of the board of directors must approve, the business plan.
    (b) Certification. A savings association's chief executive officer
and at least two-thirds of the board of directors must certify that the
business plan accurately reflects the intended plans for deployment of
conversion proceeds, and that any new initiatives reflected in the
business plan are reasonably achievable. The savings association must
submit these certifications with its business plan, as part of its
application for conversion under Sec.  192.150.
Sec.  192.115   Review of business plan by the appropriate Federal
banking agency.
    (a) Agency review. The appropriate Federal banking agency will
review the savings association's business plan to determine that it
demonstrates a safe and sound deployment of conversion proceeds, as
part of its review of the application for conversion. In making its
determination, the appropriate Federal banking agency will consider how
the savings association has addressed the applicable factors of Sec.
192.105. No single factor will be determinative.
    (b) Filing of business plan. A savings association must file its
business plan as a separate confidential exhibit to the Form AC with
the appropriate OCC licensing office if it is a Federal savings
association, or with the appropriate Federal Deposit Insurance
Corporation (FDIC) region if it is a State savings association. The
appropriate Federal banking agency may request additional information,
if necessary, to support its determination under paragraph (a) of this
section.
    (c) Operation within business plan. If the appropriate Federal
banking agency approves a savings association's application for
conversion and the conversion is completed, the savings association
must operate within the parameters of its business plan. The savings
association must obtain the prior written approval of the appropriate
Federal banking agency for any material deviations from its business
plan.
Sec.  192.120   Confidentiality of conversion information.
    (a) Permitted disclosure. A savings association may discuss
information about its conversion with individuals that the savings
association authorizes to prepare documents for its conversion.
    (b) Confidential information. Except as permitted under paragraph
(a) of this section, a savings association must keep all information
about its conversion confidential until its board of directors adopts
the plan of conversion.
    (c) Violations of confidentiality. If a savings association
violates this section, the appropriate Federal banking agency may
require the savings association to take remedial action. For example,
the appropriate Federal banking agency may require the savings
association to take any or all of the following actions:
    (1) Publicly announce that the savings association is considering a
conversion;
    (2) Set an eligibility record date acceptable to the appropriate
Federal banking agency;
    (3) Limit the subscription rights of any person who violates or
aids a violation of this section; or
[[Page 1067]]
    (4) Any other action to assure that the conversion is fair and
equitable.
Plan of Conversion
Sec.  192.125   Adoption of plan of conversion by board of directors.
    Prior to filing an application for conversion, a savings
association's board of directors must adopt a plan of conversion that
conforms to Sec. Sec.  192.320 through 192.485 and 192.505. The savings
association's board of directors must adopt the plan by at least a two-
thirds vote. Pursuant to Sec.  192.150, the savings association must
include the plan of conversion in the application for conversion.
Sec.  192.130   Information required in plan of conversion.
    A savings association must include the information included in
Sec. Sec.  192.320 through 192.485 and 192.505 in its plan of
conversion. The appropriate Federal banking agency may require the
savings association to delete or revise any provision in its plan of
conversion if it determines the provision is inequitable; is
detrimental to the savings association, its account holders, or other
savings associations; or is contrary to public interest.
Sec.  192.135   Notifying members of adopted plan of conversion.
    (a) Notice. A savings association must promptly notify its members
that the board of directors adopted a plan of conversion and that a
copy of the plan is available for the members' inspection in the
savings association's home office and in its branch offices. The
savings association must provide this notice by sending to each member
a letter, through the mail or electronically if the member receives
electronic communication, or by publishing a notice in the local
newspaper in every local community where the savings association has an
office. The savings association also may issue a press release and may
make this notice available on its website. The appropriate Federal
banking agency may require broader publication, if necessary, to ensure
adequate notice to the savings association's members.
    (b) Contents of notice. The savings association may include only
the following statements and descriptions in the letter, notice, or
press release.
    (1) The savings association's board of directors adopted a proposed
plan to convert from a mutual to a stock savings institution.
    (2) The savings association will send its members a proxy statement
with detailed information on the proposed conversion before the savings
association convenes a members' meeting to vote on the conversion.
    (3) The savings association's members will have an opportunity to
approve or disapprove the proposed conversion at a meeting. A majority
of the eligible votes must approve the conversion.
    (4) The savings association will not vote existing proxies to
approve or disapprove the conversion. The savings association will
solicit new proxies for voting on the proposed conversion.
    (5) The appropriate Federal banking agency, and in the case of a
State-chartered savings association, the appropriate State regulator,
must approve the conversion before the conversion will be effective.
The savings association's members will have an opportunity to file
written comments, including objections and materials supporting the
objections, with the appropriate Federal banking agency.
    (6) The IRS must issue a favorable tax ruling, or a tax expert must
issue an appropriate tax opinion, on the tax consequences of the
savings association's conversion before the appropriate Federal banking
agency will approve the conversion. The ruling or opinion must indicate
the conversion will be a tax-free reorganization.
    (7) The appropriate Federal banking agency, and in the case of a
State-chartered savings association, the appropriate State regulator,
might not approve the conversion, and the IRS or a tax expert might not
issue a favorable tax ruling or tax opinion.
    (8) Savings account holders will continue to hold accounts in the
converted savings association with the same dollar amounts, rates of
return, and general terms as existing deposits. The FDIC will continue
to insure the accounts.
    (9) The savings association's conversion will not affect borrowers'
loans, including the amount, rate, maturity, security, and other
contractual terms.
    (10) The savings association's business of accepting deposits and
making loans will continue without interruption.
    (11) The savings association's current management and staff will
continue to conduct current services for depositors and borrowers under
current policies and in existing offices.
    (12) The savings association may substantively amend its proposed
plan of conversion before the members' meeting.
    (13) The savings association may terminate the proposed conversion.
    (14) After the appropriate Federal banking agency, and in the case
of a State-chartered savings association, the appropriate State
regulator, approves the proposed conversion, the savings association
will send proxy materials providing additional information. After the
savings association sends proxy materials, members may telephone or
write to the savings association with additional questions.
    (15) The proposed record date for determining the eligible account
holders who are entitled to receive subscription rights to purchase the
savings association's shares.
    (16) A brief description of the circumstances under which
supplemental eligible account holders will receive subscription rights
to purchase the savings association's shares.
    (17) A brief description of how voting members may participate in
the conversion.
    (18) A brief description of how directors, officers, and employees
will participate in the conversion.
    (19) A brief description of the proposed plan of conversion.
    (20) The par value (if any) and approximate number of shares the
savings association will issue and sell in the conversion.
    (c) Other requirements. (1) The savings association may not solicit
proxies, provide financial statements, describe the benefits of
conversion, or estimate the value of its shares upon conversion in the
letter, notice, or press release.
    (2) If the savings association responds to inquiries about the
conversion, it may address only the matters listed in paragraph (b) of
this section.
Sec.  192.140   Amendments to plan of conversion.
    A savings association may amend its plan of conversion before it
solicits proxies. After the savings association solicits proxies, it
may amend the plan of conversion only if the appropriate Federal
banking agency concurs.
Filing Requirements
Sec.  192.150   Information required in an application for conversion.
    (a) Required information. A savings association's application for
conversion must include all of the following information.
    (1) The savings association's plan of conversion.
    (2) Pricing materials meeting the requirements of Sec.  192.200(b).
    (3) Proxy soliciting materials under Sec.  192.270, including:
    (i) A preliminary proxy statement with signed financial statements;
    (ii) A form of proxy meeting the requirements of Sec.  192.255; and
[[Page 1068]]
    (iii) Any additional proxy soliciting materials, including press
releases, personal solicitation instructions, radio or television
scripts that the savings association plans to use or furnish to its
members, and a legal opinion indicating that any marketing materials
comply with all applicable securities laws.
    (4) An offering circular described in Sec.  192.300.
    (5) The documents and information required by Form AC. The savings
association may obtain Form AC from the appropriate Federal banking
agency.
    (6) Where indicated, written consents, signed and dated, of any
accountant, attorney, investment banker, appraiser, or other
professional who prepared, reviewed, passed upon, or certified any
statement, report, or valuation for use. See Form AC, instructions.
    (7) The savings association's business plan, submitted as a
separately bound, confidential exhibit. See Sec.  192.160.
    (8) Any additional information that the appropriate Federal banking
agency requests.
    (b) Rejection of filing. The appropriate Federal banking agency
will not accept for filing, and may return, any application for
conversion that is executed improperly, materially deficient,
substantially incomplete, or that provides for unreasonable conversion
expenses.
Sec.  192.155   Filing an application for conversion.
    A Federal savings association must file Form AC with the
appropriate OCC licensing office. A State savings association must file
its application with the appropriate FDIC region.
Sec.  192.160   Request for confidential treatment.
    (a) In general. The appropriate Federal banking agency makes all
filings under this part available to the public, but may keep portions
of the application for conversion confidential under paragraph (b) of
this section.
    (b) Requests for confidential treatment. A savings association may
request that the appropriate Federal banking agency keep portions of
the savings association's application confidential. To make this
request, the savings association must clearly designate as
``confidential'' any portion of its application for conversion that it
deems confidential. The savings association must provide a written
statement specifying the grounds supporting its request for
confidentiality. The appropriate Federal banking agency will not treat
as confidential the portion of a savings association's application
describing how it plans to meet Community Reinvestment Act (CRA)
objectives. The CRA portion of a savings association's application may
not incorporate by reference information contained in the confidential
portion of the application.
    (c) Determination of confidential treatment. The appropriate
Federal banking agency will determine whether confidential information
must be made available to the public under 5 U.S.C. 552 and 12 CFR part
4 or 12 CFR part 309, as appropriate. The appropriate Federal banking
agency will advise the savings association before it makes information
designated as ``confidential'' available to the public.
Sec.  192.165   Amendments to an application for conversion.
    To amend its application for conversion, a savings association
must:
    (a) File an amendment with an appropriate facing sheet;
    (b) Number each amendment consecutively;
    (c) Respond to all issues raised by the appropriate Federal banking
agency; and
    (d) Demonstrate that the amendment conforms to all applicable
regulations.
Notice of Filing of Application and Comment Process
Sec.  192.180   Public notice of an application for conversion.
    (a) In general. A Federal savings association must publish a public
notice of the application in accordance with the procedures in 12 CFR
5.8. The Federal savings association must simultaneously prominently
post the notice in its home office and all branch offices and may also
make this notice available on its website.
    (b) Additional notice. If the appropriate Federal banking agency
does not accept a savings association's application for conversion
under Sec.  192.200 and requires the savings association to file a new
application, the savings association must publish and post a new notice
and allow an additional 30 calendar days for comment.
Sec.  192.185   Public comment on application for conversion.
    Commenters may submit comments on a Federal savings association's
application in accordance with the procedures in 12 CFR 5.10.
Agency Review of the Application for Conversion
Sec.  192.200   Review, approval, or denial of application for
conversion.
    (a) Standards for review of application. The appropriate Federal
banking agency may approve an application for conversion only if:
    (1) The conversion complies with this part;
    (2) The savings association will meet its regulatory capital
requirements under 12 CFR part 3 or part 324, as applicable, after the
conversion; and
    (3) The conversion will not result in a taxable reorganization
under the Internal Revenue Code of 1986, as amended.
    (b) Standards for review of appraisal. The appropriate Federal
banking agency will review the appraisal required by Sec.
192.150(a)(2) in determining whether to approve the application. The
appropriate Federal banking agency will review the appraisal under the
following requirements.
    (1) Independent persons experienced and expert in corporate
appraisal, and acceptable to the appropriate Federal banking agency,
must prepare the appraisal report.
    (2) An affiliate of the appraiser may serve as an underwriter or
selling agent, if the savings association ensures that the appraiser is
separate from the underwriter or selling agent affiliate and the
underwriter or selling agent affiliate does not make recommendations or
affect the appraisal.
    (3) The appraiser may not receive any fee in connection with the
conversion other than for appraisal services.
    (4) The appraisal report must include a complete and detailed
description of the elements of the appraisal, a justification for the
appraisal methodology, and sufficient support for the conclusions.
    (5) If the appraisal is based on a capitalization of the savings
association's pro forma income, it must indicate the basis for
determining the income to be derived from the sale of shares, and
demonstrate that the earnings multiple used is appropriate, including
future earnings growth assumptions.
    (6) If the appraisal is based on a comparison of the savings
association's shares with outstanding shares of existing stock
associations, the existing stock associations must be reasonably
comparable in size, market area, competitive conditions, risk profile,
profit history, and expected future earnings.
    (7) The appropriate Federal banking agency may decline to process
the application for conversion and deem it materially deficient or
substantially incomplete if the initial appraisal report is materially
deficient or substantially incomplete.
    (8) A savings association may not represent or imply that the
appropriate
[[Page 1069]]
Federal banking agency approved the appraisal.
    (c) Compliance with the Community Reinvestment Act. The appropriate
Federal banking agency will review the savings association's compliance
record under 12 CFR part 195 and its business plan to determine how the
savings association will serve the convenience and needs of its
communities after the conversion.
    (1) Based on this review, the appropriate Federal banking agency
may approve the application, deny the application, or approve the
application on the condition that the savings association will improve
its CRA performance or that the savings association will address the
particular credit or lending needs of the communities that it will
serve.
    (2) The appropriate Federal banking agency may deny the application
if the savings association's business plan does not demonstrate that
its proposed use of conversion proceeds will help the savings
association to meet the credit and lending needs of the communities
that it will serve.
    (d) Additional information. The appropriate Federal banking agency
may request that a savings association amend its application if further
explanation is necessary, material is missing, or material needs
correction.
    (e) Denial of application. The appropriate Federal banking agency
will deny an application if the application does not meet the
requirements of this subpart, unless the appropriate Federal banking
agency waives the requirement under Sec.  192.5(c).
Sec.  192.205   Court review of final action on application for
conversion.
    (a) In general. Any person aggrieved by the appropriate Federal
banking agency's final action on a savings association's application
for conversion may ask the court of appeals of the United States for
the circuit in which the principal office or residence of such person
is located, or the U.S. Court of Appeals for the District of Columbia
Circuit, to review the action under 12 U.S.C. 1464(i)(2)(B).
    (b) Filing procedures. To obtain court review of the action, this
statute requires the aggrieved person to file a written petition
requesting that the court modify, terminate, or set aside the final
appropriate Federal banking agency action. The aggrieved person must
file the petition with the court within the later of 30 calendar days
after the appropriate Federal agency publishes notice of its final
action in the Federal Register or 30 calendar days after the savings
association mails the proxy statement to its members under Sec.
192.235.
Vote by Members
Sec.  192.225   Approval of plan of conversion by members.
    (a) In general. After the appropriate Federal banking agency
approves a plan of conversion, the savings association must submit the
plan of conversion to its members for approval. The savings association
must obtain this approval at a meeting of its members, which may be a
special or annual meeting, unless the savings association is State-
chartered and State law requires approval via an annual meeting.
    (b) Approval. The savings association's members must approve the
plan of conversion by a majority of the total outstanding votes, unless
the savings association is State-chartered and State law prescribes a
higher percentage.
    (c) Voting method. Savings association members may vote in person
or by proxy.
    (d) Notification to non-voting members. The savings association may
notify eligible account holders or supplemental eligible account
holders who are not voting members of its proposed conversion. The
savings association may include only the information in Sec.  192.135
in its notice.
Sec.  192.230   Members' voting eligibility.
    A savings association determines members' eligibility to vote by
setting a voting record date. The savings association must set a voting
record date that is not more than 60 calendar days nor less than 20
calendar days before its meeting, unless the savings association is
State-chartered and State law requires a different voting record date.
Sec.  192.235   Notice of members' meeting.
    (a) In general. A savings association must notify its members of
the meeting to consider its conversion by sending the members a proxy
statement cleared by the appropriate Federal banking agency.
    (b) Timing of notice. The savings association must notify its
members 20 to 45 calendar days before the meeting, unless the savings
association is State-chartered and State law requires a different
notice period.
    (c) Notice to beneficial account holders. The savings association
must also notify each beneficial holder of an account held in a
fiduciary capacity:
    (1) If the savings association is a Federal savings association,
and the name of the beneficial holder is disclosed on the savings
association's records; or
    (2) If the savings association is a State-chartered savings
association and the beneficial holder possesses voting rights under
State law.
Sec.  192.240   Submission of documents to the appropriate Federal
banking agency after the members' meeting.
    (a) Filings after members' meeting. Promptly after the members'
meeting, a savings association must file all of the following
information with the appropriate OCC licensing office, if the savings
association is Federally-chartered, and with the appropriate FDIC
region if the savings association is State-chartered.
    (1) A certified copy of each adopted resolution on the conversion.
    (2) The total votes eligible to be cast.
    (3) The total votes represented in person or by proxy.
    (4) The total votes cast in favor of and against each matter.
    (5) The percentage of votes necessary to approve each matter.
    (6) An opinion of counsel that the savings association conducted
the members' meeting in compliance with all applicable State or Federal
laws and regulations.
    (b) Filing after conversion. Promptly after completion of the
conversion, the savings association must submit an opinion of counsel
that it complied with all laws applicable to the conversion.
Proxy Solicitation
Sec.  192.250  Compliance with proxy solicitation provisions.
    (a) Savings association compliance. A savings association must
comply with these proxy solicitation provisions when it provides proxy
solicitation material to members for the meeting to vote on the plan of
conversion.
    (b) Member compliance. Members of the savings association must
comply with these proxy solicitation provisions when they provide proxy
solicitation materials to members for the meeting to vote on the
conversion, pursuant to Sec.  192.280, except where:
    (1) The member solicits 50 people or fewer and does not solicit
proxies on the savings association's behalf; or
    (2) The member solicits proxies through newspaper advertisements
after the savings association's board of directors adopts the plan of
conversion. Any newspaper advertisements may include only the following
information:
    (i) The name of the savings association;
    (ii) The reason for the advertisement;
    (iii) The proposal or proposals to be voted upon;
    (iv) Where a member may obtain a copy of the proxy solicitation
material; and
[[Page 1070]]
    (v) A request for the savings association's members to vote at the
meeting.
Sec.  192.255  Form of proxy requirements.
    The form of proxy must include all of the following:
    (a) A statement in bold face type stating that management is
soliciting the proxy.
    (b) Blank spaces where the member must date and sign the proxy.
    (c) Clear and impartial identification of each matter or group of
related matters that members will vote upon. The savings association
must include any proposed charitable contribution as an item to be
voted on separately.
    (d) The phrase ``Revocable Proxy'' in bold face type (at least 18
point).
    (e) A description of any charter or State law requirement that
restricts or conditions votes by proxy.
    (f) An acknowledgment that the member received a proxy statement
before he or she signed the form of proxy.
    (g) The date, time, and the place of the meeting, when available.
    (h) A way for the member to specify by ballot whether he or she
approves or disapproves of each matter that members will vote upon.
    (i) A statement that management will vote the proxy in accordance
with the member's specifications.
    (j) A statement in bold face type indicating how management will
vote the proxy if the member does not specify a choice for a matter.
Sec.  192.260  Previously executed proxies.
    A savings association may not use previously executed proxies for
the plan of conversion vote. If members consider the plan of conversion
at an annual meeting, the savings association may vote proxies obtained
through other proxy solicitations only on matters not related to the
plan of conversion.
Sec.  192.265  Proxies executed under this part.
    A savings association may vote a proxy obtained under this part on
matters that are incidental to the conduct of the meeting. The savings
association may not vote a proxy obtained under this subpart at any
meeting other than the meeting (or any adjournment of the meeting) to
vote on the plan of conversion.
Sec.  192.270  Proxy statement requirements.
    (a) Content requirements. A savings association must prepare its
proxy statement in compliance with this part and Form PS.
    (b) Other requirements. (1) The appropriate Federal banking agency
will review the proxy solicitation material when it reviews the
application for conversion and will clear the proxy solicitation
material.
    (2) The savings association must provide a cleared written proxy
statement to its members before or at the same time it provides any
other soliciting material. The savings association must mail cleared
proxy solicitation material to its members within 10 calendar days
after the appropriate Federal banking agency clears the solicitation.
Sec.  192.275  Filing revised proxy materials.
    (a) In general. A savings association must file revised proxy
solicitation materials as an amendment to its application for
conversion. The proxy solicitation materials must be in the form in
which it furnished the materials to its members.
    (b) Content of filing. To revise its proxy solicitation materials,
the savings association must file:
    (1) Its revised proxy materials as required by Form PS;
    (2) Its revised form of proxy, if applicable;
    (3) Any additional proxy solicitation material subject to Sec.
192.270; and
    (4) A copy of the revised proxy solicitation materials marked to
clearly indicate changes from the prior filing.
    (c) When to file. The savings association must file no later than
the date that it sends or gives the proxy solicitation material to its
members. The savings association must indicate the date that it will
release the materials.
    (d) Material not required to be filed. Unless requested by the
appropriate Federal banking agency, the savings association does not
have to file copies of replies to inquiries from its members or copies
of communications that merely request members to sign and return proxy
forms.
Sec.  192.280  Mailing member's proxy solicitation materials.
    (a) In general. A savings association must mail the member's
cleared proxy solicitation material if:
    (1) The savings association's board of directors adopted a plan of
conversion;
    (2) A member requests in writing that the savings association mail
the proxy solicitation material;
    (3) The appropriate Federal banking agency has cleared the member's
proxy solicitation; and
    (4) The member agrees to defray the savings association's
reasonable expenses.
    (b) Required information. As soon as practicable after the savings
association receives a request under paragraph (a) of this section, it
must mail or otherwise furnish the following information to the member:
    (1) The approximate number of members that the savings association
solicited or will solicit, or the approximate number of members of any
group of account holders that the member designates; and
    (2) The estimated cost of mailing the proxy solicitation material
for the member.
    (c) Timing. The savings association must mail cleared proxy
solicitation material to the designated members promptly after the
member furnishes the materials, envelopes (or other containers), and
postage (or payment for postage) to the savings association.
    (d) Content. The savings association is not responsible for the
content of a member's proxy solicitation material.
    (e) Sharing of proxy material. A member may furnish other members
its own proxy solicitation material, cleared by the appropriate Federal
banking agency, subject to the rules in this section.
Sec.  192.285   Prohibited solicitations.
    (a) False or misleading statements. (1) No one may use proxy
solicitation material for the members' meeting if the material contains
any statement which, considering the time and the circumstances of the
statement:
    (i) Is false or misleading with respect to any material fact;
    (ii) Omits any material fact that is necessary to make the
statements not false or misleading; or
    (iii) Omits any material fact that is necessary to correct a
statement in an earlier communication that has become false or
misleading.
    (2) No one may represent or imply that the appropriate Federal
banking agency determined that the proxy solicitation material is
accurate, complete, not false or not misleading, or passed upon the
merits of or approved any proposal.
    (b) Other prohibited solicitations. No person may solicit:
    (1) An undated or post-dated proxy;
    (2) A proxy that states it will be dated after the date it is
signed by a member;
    (3) A proxy that is not revocable at will by the member; or
    (4) A proxy that is part of another document or instrument.
Sec.  192.290   Remedial measures for prohibited solicitations.
    (a) In general. If a solicitation violates Sec.  192.285, the
appropriate Federal banking agency may require remedial measures,
including:
    (1) Correction of the violation by a retraction and a new
solicitation;
[[Page 1071]]
    (2) Rescheduling the members' meeting; or
    (3) Any other actions necessary to ensure a fair vote.
    (b) Other action. The appropriate Federal banking agency also may
bring an enforcement action against the violator.
Sec.  192.295   Re-solicitation of proxies.
    If a savings association amends its application for conversion, the
appropriate Federal banking agency may require the savings association
to re-solicit proxies for its members' meeting as a condition of
approval of the amendment.
Offering Circular
Sec.  192.300   Offering circular requirements.
    (a) Content and filing requirements. A savings association must
prepare and file its offering circular in compliance with this part,
Form OC, and the applicable SEC registration statement form required
under 12 CFR 16.15. A Federal savings association must file its
offering circular with the appropriate OCC licensing office and a State
savings association must file its offering circular with the
appropriate FDIC region. If filing an amendment, the savings
association also must comply with Sec. Sec.  192.155 and 192.165.
    (b) Member approval. A savings association must condition its stock
offering upon member approval of its plan of conversion.
    (c) Agency review. The appropriate Federal banking agency will
review the offering circular and may comment on the included
disclosures and financial statements. The appropriate Federal banking
agency will not approve the adequacy or accuracy of the offering
circular or the disclosures.
    (d) Revised filings. A savings association must file any revised
offering circular, final offering circular, and any post-effective
amendment to the final offering circular in accordance with the
procedures in Sec. Sec.  192.155 and 192.165.
    (e) Request for effectiveness. After a savings association
satisfactorily addresses the appropriate Federal banking agency's
comments, the savings association must request that the appropriate
Federal banking agency declare the offering circular effective for a
time period. The time period may not exceed the maximum time period for
the completion of the sale of all of the savings association's shares
under Sec.  192.400.
Sec.  192.305   Distribution of offering circular.
    (a) Preliminary offering circular. A savings association may
distribute a preliminary offering circular at the same time as or after
it mails the proxy statement to its members.
    (b) Early distribution prohibited. A savings association may not
distribute a final offering circular for stock issued in the
transaction until after the appropriate Federal banking agency declares
the offering circular effective or the Securities and Exchange
Commission declares the registration statement for the offering
circular effective. The savings association must have the offering
circular delivered in accordance with this part.
    (c) Effective offering circular. A savings association must
distribute a final offering circular for stock issued in the
transaction to persons listed in its plan of conversion within 10
calendar days after the appropriate Federal banking agency declares the
offering circular effective or the Securities and Exchange Commission
declares the registration statement for the offering circular
effective.
Sec.  192.310   Filing a post-effective amendment to an offering
circular.
    (a) In general. A savings association must file a post-effective
amendment to the offering circular with the appropriate Federal banking
agency or have its proposed stock holding company file a post-effective
amendment to its registration statement for the offering circular with
the Securities and Exchange Commission, when a material event or change
of circumstances occurs.
    (b) Timing of delivery. After the appropriate Federal banking
agency or the Securities and Exchange Commission declares the post-
effective amendment effective, the savings association must immediately
have the amendment to the offering circular delivered to each person
who subscribed for or ordered shares in the offering.
    (c) Content. The post-effective amendment must indicate that each
person may increase, decrease, or rescind their subscription or order.
    (d) Post-effective offering period. The post-effective offering
period must remain open no less than 10 calendar days nor more than 20
calendar days, unless the appropriate Federal banking agency approves a
longer rescission period.
Offers and Sales of Stock
Sec.  192.320  Order of priority to purchase conversion shares.
    A savings association must offer to sell its shares in the
following order:
    (a) Eligible account holders.
    (b) Tax-qualified employee stock ownership plans.
    (c) Supplemental eligible account holders.
    (d) Other voting members who have subscription rights.
    (e) The savings association's community, its community and the
general public, or the general public.
Sec.  192.325  Timing of offer to sell conversion shares.
    (a) In general. A savings association may offer to sell its
conversion shares after the appropriate Federal banking agency approves
the conversion, clears the proxy statement, and declares the offering
circular effective.
    (b) Timing. The offer may commence at the same time the savings
association starts the proxy solicitation of its members.
Sec.  192.330  Pricing of conversion shares.
    (a) In general. A savings association must sell its conversion
shares at a uniform price per share and at a total price that is equal
to the estimated pro forma market value of its shares after the
conversion.
    (b) Maximum price. The maximum price must be no more than 15
percent above the midpoint of the estimated price range in the savings
association's offering circular.
    (c) Minimum price. The minimum price must be no more than 15
percent below the midpoint of the estimated price range in the savings
association's offering circular.
    (d) Increase in price. If the appropriate Federal banking agency
permits, the savings association may increase the maximum price of
conversion shares sold. The maximum price, as adjusted, must be no more
than 15 percent above the maximum price computed under paragraph (b) of
this section.
    (e) Price range. The maximum price must be between $5 and $50 per
share.
    (f) Inclusion in preliminary offering circular. The savings
association must include the estimated price in any preliminary
offering circular.
Sec.  192.335  Procedures for the sale of conversion shares.
    (a) Distribution of order forms. A savings association must
distribute order forms to all eligible account holders, supplemental
eligible account holders, and other voting members to enable them to
subscribe for the conversion shares they are permitted under the plan
of conversion. The savings association may either send the order forms
with its offering circular or after the savings association distributes
its offering circular.
[[Page 1072]]
    (b) Sale of shares. A savings association may sell its conversion
shares in a community offering, a public offering, or both. The savings
association may begin the community offering, the public offering, or
both at any time during the subscription offering or upon conclusion of
the subscription offering.
    (c) Underwriting commissions and fees. A savings association may
pay underwriting commissions (including underwriting discounts). The
appropriate Federal banking agency may object to the payment of
unreasonable commissions. The savings association may reimburse an
underwriter for accountable expenses in a subscription offering if the
public offering is limited. If no public offering occurs, the savings
association may pay an underwriter a consulting fee. The appropriate
Federal banking agency may object to the payment of unreasonable
consulting fees.
    (d) Sequence of order fulfillment. If a savings association
conducts the community offering, the public offering, or both at the
same time as the subscription offering, the savings association must
fill all subscription orders first.
    (e) Preparation of order form. A savings association must prepare
its order form in compliance with this part and Form OF.
Sec.  192.340  Prohibited sales practices.
    (a) Offers, sales, or purchases of conversion shares. In connection
with offers, sales, or purchases of conversion shares under this part,
a savings association and its directors, officers, agents, or employees
may not:
    (1) Employ any device, scheme, or artifice to defraud;
    (2) Obtain money or property by means of any untrue statement of a
material fact or any omission of a material fact necessary to make the
statements, in light of the circumstances under which they were made,
not misleading; or
    (3) Engage in any act, transaction, practice, or course of business
that operates or would operate as a fraud or deceit upon a purchaser or
seller.
    (b) Conversion. During the conversion, no person may:
    (1) Transfer, or enter into any agreement or understanding to
transfer, the legal or beneficial ownership of subscription rights for
the savings association's conversion shares or the underlying
securities to the account of another;
    (2) Make any offer, or any announcement of an offer, to purchase
any of the savings association's conversion shares from anyone but the
savings association; or
    (3) Knowingly acquire more than the maximum purchase allowable
under the savings association's plan of conversion.
    (c) Exceptions. The restrictions in paragraphs (b)(1) and (2) of
this section do not apply to offers for more than 10 percent of any
class of conversion shares by:
    (1) An underwriter or a selling group, acting on the savings
association's behalf, that makes the offer with a view toward public
resale; or
    (2) One or more of the savings association's tax-qualified employee
stock ownership plans so long as the plan or plans do not beneficially
own more than 25 percent of any class of the savings association's
equity securities in the aggregate.
    (d) Violations. Any person found to have violated the restrictions
in paragraphs (a) or (b) of this section may become subject to an
enforcement action, civil money penalties, criminal prosecution, or
other legal action.
Sec.  192.345  Permissible forms of subscriber payment.
    (a) In general. A subscriber may purchase conversion shares with
cash, by a withdrawal from a savings account, or a withdrawal from a
certificate of deposit. If a subscriber purchases shares by a
withdrawal from a certificate of deposit, the savings association may
not assess a penalty for the withdrawal.
    (b) Prohibition. A savings association may not extend credit to any
person to purchase the savings association's conversion shares.
Sec.  192.350   Interest on payments for conversion shares.
    (a) In general. A savings association must pay interest from the
date the savings association receives a payment for conversion shares
until the date the savings association completes or terminates the
conversion. The savings association must pay interest at no less than
its passbook rate for amounts paid in cash, check, or money order.
    (b) Interest on withdrawals from savings accounts. If a subscriber
withdraws money from a savings account to purchase conversion shares,
the savings association must pay interest on the payment until the
savings association completes or terminates the conversion as if the
withdrawn amount remained in the account.
    (c) Interest on withdrawals from certificates of deposit. If a
depositor fails to maintain the applicable minimum balance requirement
because he or she withdraws money from a certificate of deposit to
purchase conversion shares, the savings association may cancel the
certificate and pay interest at no less than its passbook rate on any
remaining balance.
Sec.  192.355   Subscription rights for eligible account holders and
supplemental eligible account holders.
    (a) Eligible account holders. A savings association must give each
eligible account holder subscription rights to purchase conversion
shares in an amount equal to the greater of:
    (1) The maximum purchase limitation established for the community
offering or the public offering under Sec.  192.395;
    (2) One-tenth of one percent of the total stock offering; or
    (3) Fifteen times the following number: The total number of
conversion shares that the savings association will issue, multiplied
by the following fraction. The numerator is the total qualifying
deposit of the eligible account holder. The denominator is the total
qualifying deposits of all eligible account holders. The savings
association must round down the product of this multiplied fraction to
the next whole number.
    (b) Supplemental eligible account holders. The savings association
must give subscription rights to purchase shares to each supplemental
eligible account holder in the same amount as described in paragraph
(a) of this section, except that the savings association must compute
the fraction described in paragraph (a)(3) of this section as follows:
The numerator is the total qualifying deposit of the supplemental
eligible account holder. The denominator is the total qualifying
deposits of all supplemental eligible account holders.
Sec.  192.360   Officers, directors, and associates as eligible account
holders.
    A savings association's officers, directors, and their associates
may be eligible account holders. However, if an officer, director, or
his or her associate receives subscription rights based on increased
deposits in the year before the eligibility record date, the savings
association must subordinate subscription rights for these deposits to
subscription rights exercised by other eligible account holders.
Sec.  192.365   Purchase of conversion shares by other voting members.
    (a) In general. A savings association must give rights to purchase
its conversion shares in the conversion to voting members who are
neither eligible account holders nor supplemental eligible account
holders. The savings association must allocate rights to each
[[Page 1073]]
voting member that are equal to the greater of:
    (1) The maximum purchase limitation established for the community
offering and the public offering under Sec.  192.395; or
    (2) One-tenth of one percent of the total stock offering.
    (b) Subordination of voting rights. The savings association must
subordinate the voting members' rights to the rights of eligible
account holders, tax-qualified employee stock ownership plans, and
supplemental eligible account holders.
Sec.  192.370   Limits on aggregate purchases by officers, directors,
and associates.
    (a) In general. When a savings association converts, its officers,
directors, and their associates may not purchase, in the aggregate,
more than the following percentage of the savings association's total
stock offering:
------------------------------------------------------------------------
                                                                Officer
                                                                  and
                      Institution size                         director
                                                               purchases
                                                               (percent)
------------------------------------------------------------------------
$50,000,000 or less.........................................          35
$50,000,001-100,000,000.....................................          34
$100,000,001-150,000,000....................................          33
$150,000,001-200,000,000....................................          32
$200,000,001-250,000,000....................................          31
$250,000,001-300,000,000....................................          30
$300,000,001-350,000,000....................................          29
$350,000,001-400,000,000....................................          28
$400,000,001-450,000,000....................................          27
$450,000,001-500,000,000....................................          26
Over $500,000,000...........................................          25
------------------------------------------------------------------------
    (b) Exception. The purchase limitations in this section do not
apply to shares held in tax-qualified employee stock benefit plans that
are attributable to the savings association's officers, directors, and
their associates.
Sec.  192.375  Allocation of oversubscribed conversion shares.
    (a) Eligible account holders. If a savings association's conversion
shares are oversubscribed by its eligible account holders, the savings
association must allocate shares among the eligible account holders so
that each, to the extent possible, may purchase 100 shares.
    (b) Supplemental eligible account holders. If a savings
association's conversion shares are oversubscribed by its supplemental
eligible account holders, the savings association must allocate shares
among the supplemental eligible account holders so that each, to the
extent possible, may purchase 100 shares.
    (c) Eligible and supplemental eligible account holders. If a person
is an eligible account holder and a supplemental eligible account
holder, the savings association must include the eligible account
holder's allocation in determining the number of conversion shares that
the savings association may allocate to the person as a supplemental
eligible account holder.
    (d) Additional allocations. For conversion shares that the savings
association does not allocate under paragraphs (a) and (b) of this
section, the savings association must allocate the shares among the
eligible or supplemental eligible account holders equitably, based on
the amounts of qualifying deposits. The savings association must
describe this method of allocation in its plan of conversion.
    (e) Oversubscription. If shares remain after the savings
association has allocated shares as provided in paragraphs (a) and (b)
of this section, and if the savings association's voting members
oversubscribe, the savings association must allocate its conversion
shares among those members equitably. The savings association must
describe the method of allocation in its plan of conversion.
Sec.  192.380  Purchase of conversion shares by employee stock
ownership plan.
    (a) In general. A savings association's tax-qualified employee
stock ownership plan may purchase up to 10 percent of the total
offering of the savings association's conversion shares.
    (b) Revised stock valuation range. If the appropriate Federal
banking agency approves a revised stock valuation range as described in
Sec.  192.330(e), and the final conversion stock valuation range
exceeds the former maximum stock offering range, a savings association
may allocate conversion shares to its tax-qualified employee stock
ownership plan, up to the 10 percent limit in paragraph (a) of this
section.
    (c) Open market purchase. If a savings association's tax-qualified
employee stock ownership plan is not able to or chooses not to purchase
stock in the offering, it may, with prior appropriate Federal banking
agency approval and appropriate disclosure in the savings association's
offering circular, purchase stock in the open market, or purchase
authorized but unissued conversion shares.
    (d) Charitable organizations. A savings association may include
stock contributed to a charitable organization in the conversion in the
calculation of the total offering of conversion shares under paragraphs
(a) and (b) of this section, unless the appropriate Federal banking
agency objects on supervisory grounds.
Sec.  192.385  Purchase limitations.
    (a) In general. A savings association may limit the number of
shares that any person, group of associated persons, or persons
otherwise acting in concert, may subscribe to up to five percent of the
total stock sold.
    (b) Modification of purchase limit. If a savings association sets a
limit of five percent under paragraph (a) of this section, the savings
association may modify that limit with appropriate Federal banking
agency approval to provide that any person, group of associated
persons, or persons otherwise acting in concert subscribing for five
percent, may purchase between five and 10 percent as long as the
aggregate amount that the subscribers purchase does not exceed 10
percent of the total stock offering.
    (c) Minimum purchase. A savings association may require persons
exercising subscription rights to purchase a minimum number of
conversion shares. The minimum number of shares must equal the lesser
of the number of shares obtained by a $500 subscription or 25 shares.
    (d) Aggregation. In setting purchase limitations under this
section, a savings association may not aggregate conversion shares
attributed to a person in the savings association's tax-qualified
employee stock ownership plan with shares purchased directly by, or
otherwise attributable to, that person.
Sec.  192.390  Community offering of conversion shares.
    (a) Purchase preference in subscription offering. In a subscription
offering, a savings association may give a purchase preference to
eligible account holders, supplemental eligible account holders, and
voting members residing in its local community.
    (b) Purchase preference in community offering. In a community
offering, a savings association must give a purchase preference to
natural persons residing in its local community.
Sec.  192.395  Other conditions for community and public offerings.
    A savings association must offer and sell its stock to achieve a
widespread distribution of the stock. If a savings association offers
shares in a community offering, a public offering, or both, it must
first fill orders for its stock up to a maximum of two percent of the
conversion stock on a basis that will promote a widespread distribution
of stock. The savings association must allocate any remaining shares on
an equal number of shares per order basis until it fills all orders.
[[Page 1074]]
Completion of the Offering
Sec.  192.400  Time period for completion of sale of stock.
    A savings association must complete all sales of its stock within
45 calendar days after the last day of the subscription period, unless
the offering is extended under Sec.  192.405.
Sec.  192.405  Extension of the offering period.
    (a) In general. A savings association must submit a request in
writing to the appropriate Federal banking agency for an extension of
any offering period. The appropriate Federal banking agency will not
grant any single extension of more than 90 calendar days.
    (b) Post-effective amendment to offering circular. If the
appropriate Federal banking agency grants a savings association's
request for an extension of time, the savings association must provide
a post-effective amendment to the offering circular under Sec.  192.310
to each person who subscribed for or ordered stock. The amendment must
indicate that the appropriate Federal banking agency extended the
offering period and that each person who subscribed for or ordered
stock may increase, decrease, or rescind their subscription or order
within the time remaining in the extension period.
Completion of the Conversion
Sec.  192.420  Time period for completion of conversion.
    In its plan of conversion, a savings association must set a date by
which the conversion must be completed. This date must not be more than
24 months from the date that the savings association's members approve
the plan of conversion. The date, once set, may not be extended by the
savings association or by the appropriate Federal banking agency. The
savings association must terminate the conversion if it is not
completed by that date. The conversion is complete on the date that the
savings association accepts the offers for its stock.
Sec.  192.425  Termination of conversion.
    A conversion may be terminated by:
    (a) A savings association's members failing to approve the
conversion at its members' meeting;
    (b) A savings association before its members' meeting; or
    (c) A savings association after the members' meeting, but only if
the appropriate Federal banking agency concurs.
Sec.  192.430  Charter amendments.
    (a) Conversion from Federally-chartered mutual savings association
or savings bank to Federally-chartered stock savings association or
savings bank. If the savings association is a Federally-chartered
mutual savings association or savings bank and it converts to a
Federally-chartered stock savings association or savings bank, it must
apply to the OCC to amend its charter and bylaws consistent with 12 CFR
5.22, as part of the savings association's application for conversion.
The savings association may only include OCC pre-approved anti-takeover
provisions in its amended charter and bylaws. See 12 CFR 5.22(g)(7).
    (b) Conversion from Federally-chartered mutual savings association
or savings bank to State-chartered stock savings association or savings
bank. If the savings association is a Federally-chartered mutual
savings association or savings bank and is converting to a State-
chartered stock savings association under this part, the savings
association must surrender its charter to the OCC for cancellation
promptly after the State issues its new State stock charter. The
savings association must promptly file a copy of its new State stock
charter with the FDIC.
    (c) Conversion from State-chartered mutual savings association or
savings bank to Federally State-chartered stock savings association or
savings bank. If the savings association is a State-chartered mutual
savings association or savings bank, and is converting to a Federally
chartered stock savings association or savings bank, it must apply to
the OCC for a new charter and bylaws consistent with 12 CFR 5.22. The
savings association may only include OCC pre-approved anti-takeover
provisions in its charter and bylaws. See 12 CFR 5.22(g)(7).
    (d) Priority of accounts. In any conversion described in this
section that involves a mutual holding company, the charter of each
resulting subsidiary savings association of the holding company must
contain the following provision:
    In any situation in which the priority of the accounts of the
association is in controversy, all such accounts must, to the extent
of their withdrawable value, be debts of the association having the
same priority as the claims of general creditors of the association
not having priority (other than any priority arising or resulting
from consensual subordination) over other general creditors of the
association.
    (e) Liquidation account. The savings association's new or amended
charter must require the savings association to establish and maintain
a liquidation account for eligible and supplemental eligible account
holders under Sec.  192.450.
Sec.  192.435  Corporate existence after conversion.
    A savings association's corporate existence will continue following
its conversion, unless it converts to a State-chartered stock savings
association and State law prescribes otherwise.
Sec.  192.440  Stockholder voting rights after conversion.
    A savings association must provide its stockholders with exclusive
voting rights, except as provided in Sec.  192.445(c).
Sec.  192.445  Savings account holder's account after conversion.
    (a) In general. The savings association must provide each savings
account holder, without payment, a withdrawable savings account or
accounts in the same amount and under the same terms and conditions as
their accounts before the conversion.
    (b) Liquidation account. The savings association must provide a
liquidation account for each eligible and supplemental eligible account
holder under Sec.  192.450.
    (c) Voting rights. If the savings association is State-chartered
and State law requires the savings association to provide voting rights
to savings account holders or borrowers, the charter must:
    (1) Limit these voting rights to the minimum required by State law;
and
    (2) Require the savings association to solicit proxies from the
savings account holders and borrowers in the same manner that the
savings association solicits proxies from its stockholders.
Liquidation Account
Sec.  192.450  Liquidation accounts.
    (a) In general. A liquidation account represents the potential
interest of eligible account holders and supplemental eligible account
holders in the savings association's net worth at the time of
conversion. A savings association must maintain a sub-account to
reflect the interest of each account holder.
    (b) Distribution of liquidation. Before a savings association may
provide a liquidation distribution to common stockholders, it must give
a liquidation distribution to those eligible account holders and
supplemental eligible account holders who hold savings accounts from
the time of conversion until liquidation.
    (c) Recording of liquidation account in financial statements. A
savings association may not record the liquidation account in its
financial statements. The savings association must disclose the
liquidation account in
[[Page 1075]]
the footnotes to the savings association's financial statements.
Sec.  192.455  Initial balance of liquidation account.
    The initial balance of the liquidation account is the savings
association's net worth in the statement of financial condition
included in the final offering circular.
Sec.  192.460  Initial balance of liquidation sub-account.
    (a) General rule. (1) A savings association must calculate the
initial liquidation sub-account balance of each eligible and
supplemental eligible account holder at the time of the conversion.
    (2) The initial liquidation sub-account balance for a savings
account held by an eligible account holder, for a savings account not
held by the eligible account holder on the supplemental eligibility
record date, is calculated by multiplying the initial liquidation
account balance by the following fraction: The numerator is the
qualifying deposit in the savings account on the eligibility record
date and the denominator is the calculation in paragraph (a)(5) of this
section.
    (3) The initial liquidation sub-account balance for a savings
account held by a supplemental eligible account holder, for a savings
account not held by the supplemental eligible account holder on the
eligibility record date, is calculated by multiplying the initial
liquidation account balance by the following fraction: The numerator is
the qualifying deposit in the savings account on the supplemental
eligibility record date and the denominator is the calculation in
paragraph (a)(5) of this section.
    (4) For a savings account held on both the eligibility record date
and the supplemental eligibility record date, the amount of the
qualifying deposit for calculating the initial liquidation sub-account
is the higher account balance of the savings account on either the
eligibility record date or the supplemental eligibility record date.
The initial liquidation sub-account balance is calculated by
multiplying the liquidation account balance by the following fraction:
The numerator is the higher amount of the qualifying deposit in the
savings account on either the eligibility record date or the
supplemental eligibility record date and the denominator is the
calculation in paragraph (a)(5) of this section.
    (5) The denominator for calculating the initial liquidation sub-
account balance of each eligible and supplemental eligible account
holder is the sum of the numerator calculations in paragraphs (a)(2)
through (4) of this section.
    (b) Balance increases and decreases. A savings association must not
increase the initial liquidation and sub-account balances. It must
decrease the initial liquidation account and the sub-account balances
under Sec.  192.470 as depositors reduce or close their savings
accounts.
Sec.  192.465  Retention of voting rights based on liquidation sub-
accounts.
    Eligible account holders or supplemental eligible account holders
do not retain any voting rights based on their liquidation sub-
accounts.
Sec.  192.470  Required adjustments to liquidation sub-accounts.
    (a) Reductions. (1) A savings association must reduce the balance
of an eligible account holder's or supplemental eligible account
holder's sub-account if the deposit balance in the account holder's
savings account at the close of business on any annual closing date,
which for purposes of this section is the savings association's fiscal
year end, after the relevant eligibility record dates is less than:
    (i) The deposit balance in the account holder's savings account at
the close of business on any other annual closing date after the
relevant eligibility record date; or
    (ii) The qualifying deposits in the account holder's savings
account on the relevant eligibility record date.
    (2) The reduction must be proportionate to the reduction in the
deposit balance.
    (b) Prohibition on increases. If a savings association reduces the
balance of a liquidation sub-account, it may not subsequently increase
it if the deposit balance increases.
    (c) Liquidation account adjustments. A savings association is not
required to adjust the liquidation account and sub-account balances at
each annual closing date if the savings association maintains
sufficient records to make the computations if a liquidation
subsequently occurs.
    (d) Maintenance of liquidation sub-account. A savings association
must maintain the liquidation sub-account for each account holder as
long as the account holder maintains an account with the same social
security number.
    (e) Complete liquidation. If there is a complete liquidation, the
savings association must provide each account holder with a liquidation
distribution in the amount of the sub-account balance.
Sec.  192.475  Definition of liquidation.
    (a) In general. A liquidation is a sale of a saving association's
assets and settlement of its liabilities with the intent to cease
operations and close. Upon liquidation, a savings association must
return its charter to the governmental agency that issued it. The
government agency must cancel the savings association's charter.
    (b) Other transactions. A merger, consolidation, or similar
combination or transaction with another depository institution, is not
a liquidation. If a savings association is involved in such a
transaction, the surviving institution must assume the liquidation
account.
Sec.  192.480  Effect of liquidation account on net worth.
    The liquidation account does not affect a saving association's net
worth.
Sec.  192.485  Required liquidation account provision in new Federal
charter.
    If a savings association converts to Federal stock form, it must
include the following provision in its new charter: ``Liquidation
Account. Under appropriate Federal banking agency regulations, the
association must establish and maintain a liquidation account for the
benefit of its savings account holders as of __. If the association
undergoes a complete liquidation, it must comply with appropriate
Federal banking agency regulations with respect to the amount and
priorities on liquidation of each of the savings account holder's
interests in the liquidation account. A savings account holder's
interest in the liquidation account does not entitle the savings
account holder to any voting rights.''
Post-Conversion
Sec.  192.500  Permissible management stock benefit plans after
conversion.
    (a) In general. During the 12 months after its conversion, a
savings association may implement a stock option plan (Option Plan), an
employee stock ownership plan or other tax-qualified employee stock
benefit plan (collectively, ESOP), and a management recognition plan
(MRP), provided that the savings association meets all of the following
requirements:
    (1) The savings association discloses the plans in its proxy
statement and offering circular and indicates in its offering circular
that there will be a separate shareholder vote on the Option Plan and
the MRP at least six months after the conversion. No shareholder vote
is required to implement the ESOP. The savings association's ESOP must
be tax-qualified.
    (2) The savings association's Option Plan does not encompass more
than 10 percent of the number of shares that the
[[Page 1076]]
savings association issued in the conversion.
    (3)(i) The savings association's ESOP and MRP do not encompass, in
the aggregate, more than 10 percent of the number of shares that the
savings association issued in the conversion. If the savings
association has tangible capital of 10 percent or more following the
conversion, the appropriate Federal banking agency may permit the ESOP
and MRP to encompass, in the aggregate, up to 12 percent of the number
of shares issued in the conversion; and
    (ii) The savings association's MRP does not encompass more than
three percent of the number of shares that the savings association
issued in the conversion. If the savings association has tangible
capital of 10 percent or more after the conversion, the appropriate
Federal banking agency may permit the MRP to encompass up to four
percent of the number of shares that the savings association issued in
the conversion.
    (4) No individual receives more than 25 percent of the shares under
any plan.
    (5) The savings association's directors who are not officers of the
savings association do not receive more than five percent of the shares
of the MRP or Option Plan individually, or 30 percent of any such plan
in the aggregate.
    (6) The savings association's shareholders approve each of the
Option Plan and the MRP by a majority of the total votes eligible to be
cast at a duly called meeting before the savings association
establishes or implements the plan. The savings association may not
hold this meeting until six months after its conversion.
    (7) When the savings association distributes proxies or related
material to shareholders in connection with the vote on a plan, the
savings association states that the plan complies with the appropriate
Federal banking agency's regulations and that the appropriate Federal
banking agency does not endorse or approve the plan in any way. The
savings association may not make any written or oral representations to
the contrary.
    (8) The savings association does not grant stock options at less
than the market price at the time of grant.
    (9) The savings association does not fund the Option Plan or the
MRP at the time of the conversion.
    (10) The savings association's plan does not begin to vest earlier
than one year after shareholders approve the plan, and does not vest at
a rate exceeding 20 percent per year.
    (11) The savings association's plan permits accelerated vesting
only for disability or death, or if the savings association undergoes a
change of control.
    (12) The saving association's plan provides that its executive
officers or directors must exercise or forfeit their options in the
event the institution becomes critically undercapitalized (as defined
in 12 CFR 6.4 or 324.403, as applicable), is subject to appropriate
Federal banking agency enforcement action, or receives a capital
directive under 12 CFR part 6, subpart B or 12 CFR 308.201, as
applicable.
    (13) The savings association files a copy of the proposed Option
Plan or MRP with the appropriate Federal banking agency and certify to
such agency that the plan approved by the shareholders is the same plan
that the savings association filed with, and disclosed in, the proxy
materials distributed to shareholders in connection with the vote on
the plan.
    (14) The savings association files the plan and the certification
with the appropriate Federal banking agency within five calendar days
after its shareholders approve the plan.
    (b) Stock splits or other adjustments. The savings association may
provide dividend equivalent rights or dividend adjustment rights to
allow for stock splits or other adjustments to its stock in the ESOP,
MRP, and Option Plan.
    (c) Plans implemented more than 12 months after conversion. The
restrictions in paragraph (a) of this section do not apply to plans
implemented more than 12 months after the conversion, provided that
materials pertaining to any shareholder vote regarding such plans are
not distributed within the 12 months after the conversion. If a plan
adopted in conformity with paragraph (a) of this section is amended
more than 12 months following the conversion, shareholders must ratify
any material deviations to the requirements in paragraph (a).
Sec.  192.505   Restrictions on the trading of shares by directors,
officers, and associates.
    (a) Sales restriction. Directors and officers who purchase
conversion shares may not sell the shares for one year after the date
of purchase, except that in the event of the death of the officer or
director, the successor in interest may sell the shares.
    (b) Notice of sales restriction on stock certificate. The savings
association must include notice of the restriction described in
paragraph (a) of this section on each certificate of stock that a
director or officer purchases during the conversion or receives in
connection with a stock dividend, stock split, or otherwise with
respect to such restricted shares.
    (c) Stock purchase restrictions. For three years after the
conversion, the savings association's officers, directors, and their
associates may purchase the savings association's stock only from a
broker or dealer registered with the Securities and Exchange
Commission. However, the savings association's officers, directors, and
their associates may engage in a negotiated transaction involving more
than one percent of the savings association's outstanding stock, and
may purchase stock through any of the savings association's management
or employee stock benefit plans.
    (d) Communication of restrictions with transfer agent. The savings
association must instruct its stock transfer agent about the transfer
restrictions in this section.
Sec.  192.510   Repurchase of shares after conversion.
    (a) Repurchases during first year after conversion. A savings
association may not repurchase its shares in the first year after the
conversion except:
    (1) In extraordinary circumstances, a savings association may make
open market repurchases of up to five percent of its outstanding stock
in the first year after the conversion if the savings association files
a notice under Sec.  192.515(a) and the appropriate Federal banking
agency does not disapprove the repurchase. The appropriate Federal
banking agency will not approve such repurchases unless the repurchase
meets the standards in Sec.  192.515(c), and the repurchase is
consistent with paragraph (c) of this section.
    (2) A savings association may repurchase qualifying shares of a
director or conduct an appropriate Federal banking agency-approved
repurchase pursuant to an offer made to all shareholders of the savings
association.
    (3) Repurchases to fund management recognition plans that have been
ratified by shareholders do not count toward the repurchase limitations
in this section. Repurchases in the first year to fund such plans
require prior written notification to the appropriate Federal banking
agency.
    (4) Purchases to fund tax qualified employee stock benefit plans do
not count toward the repurchase limitations in this section.
    (b) Repurchases following first year after conversion. After the
first year, a savings association may repurchase its shares, subject to
all other applicable regulatory and supervisory restrictions and
paragraph (c) of this section.
[[Page 1077]]
    (c) Restrictions on all repurchases. All stock repurchases are
subject to the following restrictions.
    (1) A savings association may not repurchase its shares if the
repurchase will reduce the savings association's regulatory capital
below the amount required for its liquidation account under Sec.
192.450. The savings association must comply with the capital
distribution requirements at 12 CFR 5.55.
    (2) The restrictions on share repurchases apply to a charitable
organization under Sec.  192.550. A savings association must aggregate
purchases of shares by the charitable organization with the savings
association's repurchases.
Sec.  192.515   Information to be filed with Federal banking agency
prior to repurchase of shares.
    (a) Notice requirement. To repurchase stock in the first year
following conversion, other than repurchases under Sec.  192.510(a)(3)
or (4), a savings association must file a written notice with the
appropriate OCC licensing office if Federally chartered, and with the
appropriate FDIC region if State-chartered. The savings association
must provide the following information:
    (1) The proposed repurchase program;
    (2) The effect of the repurchases on the savings association's
regulatory capital; and
    (3) The purpose of the repurchases and, if applicable, an
explanation of the extraordinary circumstances necessitating the
repurchases.
    (b) Filing of notice. A Federal savings association must file its
notice with the appropriate OCC licensing office, and a State savings
association must file its notice with the appropriate regional director
of the FDIC, at least 10 calendar days before the savings association
begins its repurchase program.
    (c) Agency review. A savings association may not repurchase its
shares if the appropriate Federal banking agency objects to the
repurchase program. The appropriate Federal banking agency will not
object to a repurchase program if:
    (1) The repurchase program will not adversely affect the savings
association's financial condition;
    (2) The savings association submits sufficient information to
evaluate the proposed repurchases;
    (3) The savings association demonstrates extraordinary
circumstances and a compelling and valid business purpose for the share
repurchases; and
    (4) The repurchase program would not be contrary to other
applicable regulations.
Sec.  192.520   Declaring and paying dividends after the conversion.
    A savings association may declare or pay a dividend on its shares
after the conversion if:
    (a) The dividend will not reduce the savings association's
regulatory capital below the amount required for the liquidation
account under Sec.  192.450;
    (b) The savings association complies with all capital requirements
under 12 CFR part 3 after it declares or pays dividends;
    (c) The savings association complies with the capital distribution
requirements under 12 CFR 5.55; and
    (d) The savings association does not return any capital, other than
ordinary dividends, to purchasers during the term of the business plan
submitted with the conversion.
Sec.  192.525   Restrictions on acquisition of shares after conversion.
    (a) Prior agency approval. For three years after conversion, no
person may, directly or indirectly, acquire or offer to acquire the
beneficial ownership of more than 10 percent of any class of the
savings association's equity securities without the appropriate Federal
banking agency's prior written approval. If a person violates this
prohibition, the savings association may not permit the person to vote
shares in excess of 10 percent, and may not count the shares in excess
of 10 percent in any shareholder vote.
    (b) Beneficial ownership. A person acquires beneficial ownership of
more than 10 percent of a class of shares when he or she holds any
combination of the savings association's stock or revocable or
irrevocable proxies under circumstances that give rise to a conclusive
control determination or rebuttable control determination under 12 CFR
5.50. The appropriate Federal banking agency will presume that a person
has acquired shares if the acquiror entered into a binding written
agreement for the transfer of shares. For purposes of this section, an
offer is made when it is communicated. An offer does not include non-
binding expressions of understanding or letters of intent regarding the
terms of a potential acquisition.
    (c) Exceptions. Notwithstanding the restrictions in this section:
    (1) Paragraphs (a) and (b) of this section do not apply to any
offer with a view toward public resale made exclusively to the savings
association, to the underwriters, or to a selling group acting on the
savings association's behalf.
    (2) Unless the appropriate Federal banking agency objects in
writing, any person may offer or announce an offer to acquire up to one
percent of any class of shares. In computing the one percent limit, the
person must include all of his or her acquisitions of the same class of
shares during the prior 12 months.
    (3) A corporation whose ownership is, or will be, substantially the
same as the savings association's ownership may acquire or offer to
acquire more than 10 percent of the savings association's common stock,
if it makes the offer or acquisition more than one year after the
saving association's conversion.
    (4) One or more of the savings association's tax-qualified employee
stock benefit plans may acquire the savings association's shares, if
the plan or plans do not beneficially own more than 25 percent of any
class of the savings association's shares in the aggregate.
    (5) An acquiror does not have to file a separate application to
obtain the appropriate Federal banking agency's approval under
paragraph (a) of this section if the acquiror files an application
under 12 CFR 5.50 that specifically addresses the criteria listed under
paragraph (d) of this section and the savings association does not
oppose the proposed acquisition.
    (d) Factors for agency denial. The appropriate Federal banking
agency may deny an application under paragraph (a) of this section if
the proposed acquisition:
    (1) Is contrary to the purposes of this part;
    (2) Is manipulative or deceptive;
    (3) Subverts the fairness of the conversion;
    (4) Is likely to injure the savings association;
    (5) Is inconsistent with the savings association's plan to meet the
credit and lending needs of its proposed market area;
    (6) Otherwise violates laws or regulations; or
    (7) Does not prudently deploy the savings association's conversion
proceeds.
Sec.  192.530   Other post-conversion requirements.
    After a savings association converts, it must:
    (a) Promptly register its shares under the Securities Exchange Act
of 1934 (15 U.S.C. 78a-78jj, as amended). The savings association may
not deregister the shares for three years.
    (b) Encourage and assist a market maker to establish and to
maintain a market for its shares. A market maker for a security is a
dealer who:
    (1) Regularly publishes bona fide competitive bid and offer
quotations for
[[Page 1078]]
the security in a recognized inter-dealer quotation system;
    (2) Furnishes bona fide competitive bid and offer quotations for
the security on request; or
    (3) May effect transactions for the security in reasonable
quantities at quoted prices with other brokers or dealers.
    (c) Use its best efforts to list its shares on a national or
regional securities exchange or on the National Association of
Securities Dealers Automated Quotation system.
    (d) File all post-conversion reports that the appropriate Federal
banking agency requires.
Contributions to Charitable Organizations
Sec.  192.550   Donating conversion shares or conversion proceeds to a
charitable organization.
    A savings association may contribute some of its conversion shares
or proceeds to a charitable organization if:
    (a) The savings association's plan of conversion provides for the
proposed contribution;
    (b) The savings association's members approve the proposed
contribution; and
    (c) The IRS either has approved, or approves within two years after
formation, the charitable organization as a tax-exempt charitable
organization under the Internal Revenue Code.
Sec.  192.555   Member approval of charitable contributions.
    At the meeting to consider the conversion, a savings association's
members must separately approve, by a majority of the total eligible
votes, a charitable contribution of conversion shares or proceeds. If
the savings association is in mutual holding company form and adding a
charitable contribution as part of a second step stock conversion, the
savings association must also have its minority shareholders separately
approve the charitable contribution by a majority of their total
eligible votes.
Sec.  192.560   Limitations on charitable contributions.
    A savings association may contribute a reasonable amount of
conversion shares or proceeds to a charitable organization if such
contribution will not exceed limits for charitable deductions under the
Internal Revenue Code and the appropriate Federal banking agency does
not object on supervisory grounds. If the savings association is well-
capitalized, the appropriate Federal banking agency generally will not
object if the savings association contributes an aggregate amount of
eight percent or less of the conversion shares or proceeds.
Sec.  192.565   Contents of organizational documents of charitable
organization.
    The charitable organization's charter (or trust agreement) and gift
instrument must provide that:
    (a) The charitable organization's primary purpose is to serve and
make grants in the savings association's local community;
    (b) As long as the charitable organization controls shares, it must
vote those shares in the same ratio as all other shares voted on each
proposal considered by the savings association's shareholders;
    (c) For at least five years after its organization, one seat on the
charitable organization's board of directors (or board of trustees) is
reserved for an independent director (or trustee) from the savings
association's local community. This director may not be an officer,
director, or employee of the savings association or of an affiliate of
the savings association, and should have experience with local
community charitable organizations and grant making; and
    (d) For at least five years after its organization, one seat on the
charitable organization's board of directors (or board of trustees) is
reserved for a director from the savings association's board of
directors or the board of directors of an acquiror or resulting
institution in the event of a merger or acquisition of the savings
association.
Sec.  192.570   Conflicts of interest among directors.
    (a) In general. A person is subject to 12 CFR 163.200 if that
person:
    (1) Is a director, officer, or employee of the savings association;
has the power to direct the savings association's management or
policies; or otherwise owes a fiduciary duty to the savings association
(for example, holding company directors); and
    (2) Will serve as an officer, director, or employee of the
charitable organization. See Form AC for further information on
operating plans and conflict of interest plans.
    (b) Identification and recusal of directors. Before the savings
association's board of directors may adopt a plan of conversion that
includes a charitable organization, the savings association must
identify its directors that will serve on the charitable organization's
board. These directors may not participate in the board's discussions
concerning contributions to the charitable organization, and may not
vote on the matter.
Sec.  192.575   Other requirements for charitable organizations.
    (a) Charter and gift instrument requirements. The charitable
organization's charter (or trust agreement) and the gift instrument for
the contribution must provide that:
    (1) The appropriate Federal banking agency may examine the
charitable organization at the charitable organization's expense;
    (2) The charitable organization must comply with all supervisory
directives that the appropriate Federal banking agency imposes;
    (3) The charitable organization must operate according to written
policies adopted by its board of directors (or board of trustees),
including a conflict of interest policy;
    (4) The charitable organization must not engage in self-dealing;
and
    (5) The charitable organization must comply with all laws necessary
to maintain its tax-exempt status under the Internal Revenue Code.
    (b) Stock certificate requirement. The savings association must
include the following legend in the stock certificates of shares that
the savings association contributes to the charitable organization or
that the charitable organization otherwise acquires: ``The board of
directors must consider the shares that this stock certificate
represents as voted in the same ratio as all other shares voted on each
proposal considered by the shareholders, as long as the shares are
controlled by the charitable organization.''
    (c) Voting ratio. As long as the charitable organization controls
shares, the savings association must consider those shares as voted in
the same ratio as all of the shares voted on each proposal considered
by the savings association's shareholders.
    (d) Filing requirement. After the savings association completes its
stock offering, it must submit copies of the following documents to the
appropriate OCC licensing office if it is a Federal savings association
or with the appropriate FDIC region if it is a State savings
association:
    (1) The charitable organization's charter and bylaws (or trust
agreement);
    (2) The charitable organization's operating plan (within six months
after the savings association's stock offering);
    (3) The charitable organization's conflict of interest policy; and
    (4) The gift instrument for the contributions of either stock or
cash to the charitable organization.
[[Page 1079]]
Subpart B--Voluntary Supervisory Conversions
Sec.  192.600   Voluntary supervisory conversions.
    (a) In general. A savings association must comply with this subpart
and part 16 to engage in a voluntary supervisory conversion. This
subpart applies to all voluntary supervisory conversions under sections
5(i)(1), (i)(2), and (p) of HOLA, 12 U.S.C. 1464(i)(1), (i)(2), and
(p).
    (b) Application of subpart A. Subpart A of this part also applies
to a voluntary supervisory conversion, unless a requirement is clearly
inapplicable.
Sec.  192.605   Conducting a voluntary supervisory conversion.
    A savings association may conduct a voluntary supervisory
conversion through one of the following methods:
    (a) A savings association may sell its shares or the shares of a
holding company to the public under the requirements of subpart A of
this part.
    (b) A savings association may convert to stock form by merging into
an interim Federal- or State-chartered stock association.
    (c) A savings association may sell its shares directly to an
acquiror, who may be a person, company, depository institution, or
depository institution holding company.
    (d) A savings association may merge or consolidate with an existing
or newly created depository institution. The merger or consolidation
must be authorized by, and is subject to, other applicable laws and
regulations.
Sec.  192.610   Member rights in a voluntary supervisory conversion.
    Savings association members do not have the right to approve or
participate in a voluntary supervisory conversion, and will not have
any legal or beneficial ownership interests in the converted
association, unless the appropriate Federal banking agency provides
otherwise. Savings association members may have interests in a
liquidation account, if one is established.
Eligibility
Sec.  192.625   Eligibility for a voluntary supervisory conversion.
    (a) Eligibility. An insured savings association may be eligible to
convert under this subpart B if:
    (1) The savings association is significantly undercapitalized (or
undercapitalized and a standard conversion that would make the savings
association adequately capitalized is not feasible) and the savings
association will be a viable entity following the conversion;
    (2) Severe financial conditions threaten the savings association's
stability and a conversion is likely to improve its financial
condition;
    (3) The FDIC will assist the savings association under section 13
of the Federal Deposit Insurance Act, 12 U.S.C. 1823; or
    (4) The savings association is in receivership and a conversion
will assist the savings association.
    (b) Requirements for viability after conversion. The savings
association will be a viable entity following the conversion if it
satisfies all of the following:
    (1) The savings association will be adequately capitalized as a
result of the conversion;
    (2) The savings association, its proposed conversion, and its
acquiror(s) comply with applicable supervisory policies;
    (3) The transaction is in the savings association's best interest,
and the best interest of the Deposit Insurance Fund and the public; and
    (4) The transaction will not injure or be detrimental to the
savings association, the Deposit Insurance Fund, or the public
interest.
Sec.  192.630   Eligibility of State-chartered savings bank for
voluntary supervisory conversion.
    A State-chartered savings bank may be eligible to convert to a
Federal stock savings bank under this subpart if:
    (a) The FDIC certifies under section 5(o)(2)(C) of the HOLA that
severe financial conditions threaten the savings bank's stability and
that the voluntary supervisory conversion is likely to improve its
financial condition; or
    (b) The savings bank meet the following conditions:
    (1) The savings bank's liabilities exceed its assets, as calculated
under generally accepted accounting principles, assuming the savings
bank is a going concern; and
    (2) The savings bank will issue a sufficient amount of permanent
capital stock to meet its applicable FDIC capital requirement
immediately upon completion of the conversion, or the FDIC determines
that the savings bank will achieve an acceptable capital level within
an acceptable time period.
Plan of Supervisory Conversion
Sec.  192.650   Contents of plan of voluntary supervisory conversion.
    A majority of the board of directors of the savings association
must adopt a plan of voluntary supervisory conversion. The savings
association must include all of the following information in its plan
of voluntary supervisory conversion.
    (a) The savings association's name and address.
    (b) A complete description of the proposed voluntary supervisory
conversion transaction that also describes plans for any liquidation
account.
    (c) Certified copies of all resolutions relating to the conversion
adopted by the board of directors of the savings association.
Voluntary Supervisory Conversion Application
Sec.  192.660   Contents of voluntary supervisory conversion
application.
    A savings association must include all of the following information
and documents in a voluntary supervisory conversion application to the
appropriate OCC licensing office if it is a Federal savings association
and to the appropriate FDIC region if it is a State savings association
under this subpart:
    (a) Eligibility. (1) Evidence establishing that the savings
association meets the eligibility requirements under Sec.  192.625 or
Sec.  192.630.
    (2) An opinion of qualified, independent counsel or an independent,
certified public accountant regarding the tax consequences of the
conversion, or an IRS ruling indicating that the transaction qualifies
as a tax-free reorganization.
    (3) An opinion of independent counsel indicating that applicable
State law authorizes the voluntary supervisory conversion, if the
conversion involves a State-chartered savings association converting to
State stock form.
    (b) Plan of conversion. A plan of voluntary supervisory conversion
that complies with Sec.  192.650.
    (c) Business plan. A business plan that complies with Sec.
192.105, when required by the appropriate Federal banking agency.
    (d) Financial data. (1) The savings association's most recent
audited financial statements and Consolidated Reports of Condition and
Income or Call Report, as appropriate. The savings association must
explain how its current capital levels make the savings association
eligible to engage in a voluntary supervisory conversion under Sec.
192.625 or Sec.  192.630.
    (2) A description of the savings association's estimated conversion
expenses.
    (3) Evidence supporting the value of any non-cash asset
contributions. Appraisals must be acceptable to the appropriate Federal
banking agency and the non-cash assets must meet all other appropriate
Federal banking agency policy guidelines.
[[Page 1080]]
    (4) Pro forma financial statements that reflect the effects of the
transaction. The savings association must identify its tangible, core,
and risk-based capital levels and show the adjustments necessary to
compute the capital levels. The savings association must prepare its
pro forma statements in conformance with the appropriate Federal
banking agency's regulations and the applicable accounting
requirements.
    (5) A statement describing the aggregate number and percentage of
shares that each director, officer, and any affiliates or associates of
the director or officer will purchase.
    (e) Proposed documents. (1) The savings association's proposed
charter and bylaws.
    (2) The savings association's proposed stock certificate form.
    (3) Any securities offering circular and other securities
disclosure materials to be used in connection with the proposed
voluntary supervisory conversion.
    (f) Agreements. (1) A copy of any agreements between the savings
association and proposed purchasers.
    (2) A copy and description of all existing and proposed employment
contracts. The savings association must describe the term, salary, and
severance provisions of the contract, the identity and background of
the officer or employee to be employed, and the amount of any
conversion shares to be purchased by the officer or employee or his or
her affiliates or associates.
    (g) Related filings and applications. (1) All filings required
under the securities offering rules of 12 CFR parts 16 and 192.
    (2) Any required Change in Bank Control Act notice and rebuttal of
control submissions under 12 U.S.C. 1817(j) and 12 CFR 5.50, or copies
of any Holding Company Act applications, including prior-conduct
certifications listed under the appropriate Federal banking agency's
regulatory guidance.
    (3) A subordinated debt application, if applicable.
    (4) Applications for permission to organize a stock association and
for approval of a merger, if applicable, and a copy of any application
for FDIC insurance of accounts, if applicable.
    (5) A statement describing any other applications required under
Federal or State banking laws for all transactions related to the
conversion, copies of all dispositive documents issued by regulatory
authorities relating to the applications, and, if requested by the
appropriate Federal banking agency, copies of the applications and
related documents.
    (h) Other information. (1) A statement indicating the role each
director, officer, and affiliate of the savings association or
associate of the director or officer will have after the conversion.
    (2) Any additional information requested by the OCC, as authorized
by law.
    (i) Waiver request. A description of any of the features of the
savings association's application that do not conform to the
requirements of this subpart, including any request for waiver of these
requirements.
Appropriate Federal Banking Agency Review of the Voluntary Supervisory
Conversion Application
Sec.  192.670   Approval of voluntary supervisory conversion
application.
    The appropriate Federal banking agency will generally approve a
savings association's application to engage in a voluntary supervisory
conversion unless it determines:
    (a) The savings association does not meet the eligibility
requirements for a voluntary supervisory conversion under Sec.  192.625
or Sec.  192.630 or because the proceeds from the sale of conversion
stock, less the expenses of the conversion, would be insufficient to
satisfy any applicable viability requirement;
    (b) The transaction is detrimental to or would cause potential
injury to the savings association or the Deposit Insurance Fund or is
contrary to the public interest;
    (c) The savings association or its acquiror, or the controlling
parties or directors and officers of the savings association or its
acquiror, have engaged in unsafe or unsound practices in connection
with the voluntary supervisory conversion; or
    (d) The savings association fails to justify an employment contract
incidental to the conversion, or the employment contract will be an
unsafe or unsound practice or represent a sale of control. In a
voluntary supervisory conversion, the appropriate Federal banking
agency generally will not approve employment contracts of more than one
year for existing management.
Sec.  192.675   Conditions imposed upon approval of voluntary
supervisory conversion application.
    (a) Required condition. The appropriate Federal banking agency will
condition approval of a voluntary supervisory conversion application on
all of the following.
    (1) The savings association must complete the conversion stock sale
within three months after the appropriate Federal banking agency
approves the application. The appropriate Federal banking agency may
grant an extension for good cause.
    (2) The savings association must comply with all filing
requirements of this part, and 12 CFR part 16.
    (3) The savings association must submit an opinion of independent
legal counsel indicating that the sale of its shares complies with all
applicable State securities law requirements.
    (4) The savings association must comply with all applicable laws,
rules, and regulations.
    (5) The savings association must satisfy any other requirements or
conditions the appropriate Federal banking agency may impose.
    (b) Discretionary conditions. The appropriate Federal banking
agency may condition approval of a voluntary supervisory application
for conversion on either of the following:
    (1) The savings association must satisfy any conditions and
restrictions the appropriate Federal banking agency imposes to prevent
unsafe or unsound practices, to protect the Deposit Insurance Fund and
the public interest, and to prevent potential injury or detriment to
the savings association before and after the conversion. The
appropriate Federal banking agency may impose these conditions and
restrictions on the savings association (before and after the
conversion) or, as appropriate, the savings association's acquiror,
controlling parties, or its directors and officers; or
    (2) The savings association must infuse a larger amount of capital,
if necessary, for safety and soundness reasons.
Offers and Sales of Stock
Sec.  192.680   Offer and sale of shares in a voluntary supervisory
conversion.
    If a savings association converts under this subpart, it must offer
and sell its shares in accordance with the applicable requirements of
12 CFR parts 16 and 192.
Post-Conversion
Sec.  192.690   Restrictions on acquisition of additional shares after
voluntary supervisory conversion.
    For three years after the completion of a voluntary supervisory
conversion, neither the savings association nor its controlling
shareholder(s) may acquire shares from minority shareholders without
the appropriate Federal banking agency's prior approval.
[[Page 1081]]
PART 195--COMMUNITY REINVESTMENT
0
52. The authority citation for part 195 continues to read as follows:
    Authority:  12 U.S.C. 1462a, 1463, 1464, 1814, 1816, 1828(c),
2901 through 2908, and 5412(b)(2)(B).
0
53. Section 195.11 is amended by revising paragraph (a) to read as
follows:
Sec.  195.11   Authority, purposes, and scope.
    (a) Authority. This part is issued under the Community Reinvestment
Act of 1977 (CRA), as amended (12 U.S.C. 2901 et seq.); section 5, as
amended, and sections 3, and 4, as added, of the Home Owners' Loan Act
of 1933 (12 U.S.C. 1462a, 1463, and 1464); sections 4, 6, and 18(c), as
amended of the Federal Deposit Insurance Act (12 U.S.C. 1814, 1816,
1828(c)); and section 312 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5412(b)(2)(B)).
* * * * *
    Dated: December 20, 2019.
Morris R. Morgan,
First Deputy Comptroller, Comptroller of the Currency.
[FR Doc. 2019-28074 Filed 1-7-20; 8:45 am]
 BILLING CODE 4810-33-P