[Federal Register Volume 61, Number 199 (Friday, October 11, 1996)]
[Proposed Rules]
[Pages 53331-53337]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-25818]


 ========================================================================
 Proposed Rules
                                                 Federal Register
 ________________________________________________________________________
 
 This section of the FEDERAL REGISTER contains notices to the public of 
 the proposed issuance of rules and regulations. The purpose of these 
 notices is to give interested persons an opportunity to participate in 
 the rule making prior to the adoption of the final rules.
 
 ========================================================================
 

  Federal Register / Vol. 61, No. 199 / Friday, October 11, 1996 / 
Proposed Rules  

[[Page 53331]]


=======================================================================
-----------------------------------------------------------------------

FARM CREDIT ADMINISTRATION

12 CFR Parts 620 and 630

RIN 3052-AB62


Disclosure to Shareholders; Disclosure to Investors in Systemwide 
and Consolidated Bank Debt Obligations of the Farm Credit System; 
Quarterly Report

AGENCY: Farm Credit Administration.

ACTION: Proposed rule.

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

SUMMARY: The Farm Credit Administration (FCA) proposes to amend its 
regulations governing the preparation, filing, and distribution of Farm 
Credit System (FCS or System) bank and association reports to 
shareholders and investors. The proposal would implement the recent 
statutory amendment that eliminates the regulatory requirement that FCS 
institutions disseminate quarterly reports to shareholders. Routine 
distribution of quarterly reports to shareholders would be voluntary 
rather than mandatory, but FCS institutions would be required to make 
quarterly reports available to shareholders on request. Associations 
would no longer be required to distribute quarterly reports along with 
their information statements regardless of the date of their annual 
meetings.
    However, to further promote shareholder access to timely 
information and full disclosure regarding adverse events affecting 
their institutions, the FCA proposes that FCS institutions prepare and 
distribute a notice to shareholders when an institution's permanent 
capital falls below the regulatory minimum standard. The proposal would 
also remove the requirement that banks present their financial 
statements on a combined basis with their related associations to 
ensure that the preparation of FCS institutions' financial statements 
is solely guided by generally accepted accounting principles (GAAP).
    Lastly, the proposal would permit FCS debt securities offering 
documents to be referenced in the System's report to investors to 
reduce the repetition of information in documents provided to 
investors.

DATES: Comments should be received on or before November 12, 1996.

ADDRESSES: Comments may be mailed or delivered to Patricia W. DiMuzio, 
Associate Director, Regulation Development, Office of Examination, 
McLean, Virginia 22102-5090, or sent by facsimile transmission to FAX 
number (703) 734-5784. Copies of all communications received will be 
available for examination by interested parties in the Office of 
Examination, Farm Credit Administration.

FOR FURTHER INFORMATION CONTACT:

Laurie A. Rea, Policy Analyst, Office of Examination, Farm Credit 
Administration, McLean, VA 22102-5090, (703)883-4498; or
William L. Larsen, Senior Attorney, Office of General Counsel, Farm 
Credit Administration, McLean, VA 22102-5090, (703)883-4020, TDD 
(703)883-4444.

SUPPLEMENTARY INFORMATION:

I. Change From Mandatory to Voluntary Dissemination of Quarterly 
Reports to Shareholders

    On February 10, 1996, the President signed the Farm Credit System 
Reform Act of 1996 (1996 Act) into law.1 Section 211 of the 1996 
Act provides that ``the requirements of the Farm Credit Administration 
governing the dissemination to stockholders of quarterly reports of 
System institutions may not be more burdensome or costly than the 
requirements applicable to national banks.'' Section 211 applies only 
to dissemination requirements and does not affect the requirement that 
FCS institutions continue to prepare and file quarterly reports with 
the FCA in accordance with the quarterly report filing and content 
requirements of part 620.
---------------------------------------------------------------------------

    \1\ See Pub. L. 104-105, 110 Stat. 162 (Feb. 10, 1996).
---------------------------------------------------------------------------

    Current Sec. 620.10 requires each Farm Credit Bank (FCB), 
agricultural credit bank (ACB), bank for cooperative (BC) and direct 
lender association to distribute quarterly reports to shareholders, 
either by mail or by publication in newspapers or periodicals in a 
trade area with circulation wide enough to be reasonably assured that 
all of the institution's shareholders are reached on a timely basis. 
Each FCB and ACB is also required to distribute its quarterly reports 
to the shareholders of related associations under certain 
circumstances. These quarterly report dissemination requirements 
conflict with section 211 of the 1996 Act because they exceed the 
requirements applicable to national banks, which are not required to 
disseminate quarterly reports to shareholders.2 Accordingly, to 
conform with the 1996 Act, the FCA proposes to amend Sec. 620.10 and 
several related provisions.3
---------------------------------------------------------------------------

    \2\ National banks that meet the reporting threshold of the 
Securities Exchange Act disclosure rules that are incorporated by 
reference in the Office of the Comptroller of the Currency's (OCC) 
rules at 12 CFR Part 11 must file quarterly reports with the OCC. 
These quarterly reports, while publicly available, are not required 
to be distributed to shareholders. Further, all national banks must 
file quarterly call reports with the OCC pursuant to 12 U.S.C. 161 
and 12 CFR 4.11. These quarterly reports of condition are available 
from the OCC, but are not required to be distributed to 
shareholders.
    \3\ On April 10, 1996, the Board informed FCS institutions that 
they did not have to comply with the quarterly report distribution 
requirements in Sec. 620.10 pending amendment of FCA quarterly 
report dissemination requirements to conform with the 1996 Act.
---------------------------------------------------------------------------

    Under the FCA's proposal, a substantial portion of existing 
Sec. 620.10 would be removed.4 While FCS institutions would still 
be required to prepare and file quarterly reports with the FCA under 
proposed Secs. 620.2(a) and 620.10(a), they would no longer be required 
to distribute quarterly reports to shareholders. Banks would no longer 
have to distribute quarterly reports to shareholders of related direct 
lender associations under Sec. 620.10(e) for quarters in which a 
significant event has occurred or which occurred during the preceding 
quarters that continues to materially affect the related associations. 
However, to ensure that shareholders who wish to obtain a copy of their 
association's or related bank's quarterly report can continue to do so, 
the FCA proposes to modify Sec. 620.2 relating to preparing and filing 
reports.
---------------------------------------------------------------------------

    \4\ Existing paragraphs (d), (e), (f), and (g) would be removed 
and paragraphs (a) and (c) would be modified and redesignated as new 
paragraphs (a) and (b).
---------------------------------------------------------------------------

    Proposed Sec. 620.2(h)(1) would require each FCS institution to 
include a statement in a prominent location within its annual report 
that the

[[Page 53332]]

institution's quarterly financial information is available on request 
to shareholders free of charge. In addition, the proposed regulation 
would require that the statement include approximate dates of 
availability of the quarterly financial information and the telephone 
numbers and addresses where shareholders may obtain a copy of the 
reports. Proposed Sec. 620.2(h)(2) would further require each 
association to include a statement in a prominent location within each 
annual and quarterly report that the shareholders' investments in the 
association may be affected materially by the financial condition and 
results of operations of the association's related bank and that a copy 
of the bank's most recent financial report, if not otherwise provided, 
will be made available on request free of charge. The statement must 
also include the telephone numbers and addresses where shareholders may 
obtain copies of the related bank's financial reports.
    Current Sec. 620.20 requires each association to prepare and 
distribute to its shareholders, at least 10 days prior to any meeting 
at which directors are to be elected, an information statement that 
contains information pertinent to the annual meeting and incorporates 
by reference the association's annual report. Section 620.20(c) further 
requires that any association that holds its annual meeting of 
shareholders more than 134 days after the end of its fiscal year must 
also provide shareholders with its most recent quarterly report, either 
preceding or accompanying the information statement.5 Under the 
proposal, Sec. 620.20(c) would be removed and associations would not be 
required to provide shareholders with quarterly statements along with 
or prior to the information statement, regardless of the date of the 
association's annual meeting. Nevertheless, the FCA encourages 
associations that hold annual meetings significantly after the end of 
the fiscal year to provide shareholders with the most recent financial 
information. In particular, current financial information may be 
essential when the shareholders are voting on matters of significant 
financial interest to the association.
---------------------------------------------------------------------------

    \5\ In comparison, national banks must prepare and make 
available to shareholders and others an annual disclosure statement. 
The annual disclosure statement must be made available by March 31 
of each year, or by an earlier date as necessary to be made 
available to security holders in advance of the annual meeting of 
shareholders. National banks must make the annual disclosure 
statement continually available until the annual disclosure 
statement for the succeeding year becomes available, but there is no 
requirement that the statement be updated with subsequent periodic 
report information. National banks having a class of securities 
registered pursuant to section 12 of the Securities Exchange Act of 
1934 may satisfy the annual disclosure statement requirement using 
either their annual reports to shareholders or their annual report 
filed with the Comptroller. See 12 CFR Part 18.
---------------------------------------------------------------------------

    Section 620.20(b) would continue to require each association, in 
its information statement, to incorporate by reference the annual 
report to shareholders and include other information necessary to make 
the information statement, in light of the circumstances under which it 
is made, not misleading. Under this requirement, for example, if a 
significant event (as defined by redesignated Sec. 620.1(r)) has 
occurred subsequent to the annual report distribution, this provision 
would require an association to include sufficient current financial 
information about the significant event in the information statement so 
that the annual report incorporated by reference is not misleading.
    No changes are proposed to Sec. 615.5250(a)(2) of this chapter, 
which requires institutions to provide prospective borrowers with a 
copy of the institution's most recent quarterly report (if more recent 
than the annual report) prior to loan closing when the borrower must 
purchase equities as a condition for obtaining a loan. By providing 
updated financial information that may be important to the prospective 
shareholder's decision to purchase equity in the institution as a 
condition of obtaining a loan, in this situation, the quarterly report 
functions as a prospectus rather than a periodic disclosure report. FCS 
institution reports to shareholders thus serve the dual purpose of 
providing current financial information regarding an institution to 
both existing shareholders and to prospective borrowers/
shareholders.6 Since national banks are subject to extensive 
securities offering disclosure rules and prospectus delivery 
requirements under 12 CFR part 16, the FCA considers the quarterly 
report delivery requirement of Sec. 615.5250(a)(2) of the FCA 
regulations to be compatible with the 1996 Act. Furthermore, this 
requirement is unlikely to cause an undue burden because the updated 
financial information can be furnished to prospective borrowers along 
with other loan documents.
---------------------------------------------------------------------------

    \6\ See 51 FR 21336, June 12, 1986.
---------------------------------------------------------------------------

    Lastly, although the proposed amendments eliminate routine 
distribution of quarterly reports to shareholders, the FCA emphasizes 
that FCS institutions are not prohibited by the 1996 Act from 
continuing to distribute or publish quarterly reports to their 
shareholders. The FCA recognizes that the quarterly report may be used 
to promote and maintain borrower/shareholder interest and participation 
in the institution, and supports the continued distribution or 
publication of the report for such purposes.

II. Proposed Notice to Shareholders

    In conformance with the cooperative structure of the System and as 
a matter of law, borrowers must become stockholders of FCS 
institutions. The Farm Credit Act of 1971, as amended (Act), encourages 
borrower/shareholder participation in management, control, and 
ownership of FCS institutions.7 In the Farm Credit Amendments Act 
of 1985,8 Congress expressly authorized the FCA to regulate 
disclosure to shareholders. Unlike shareholders of companies subject to 
Securities and Exchange Commission (SEC) disclosure requirements who 
have access to an established marketplace for financial information 
based on SEC filings,9 System shareholders rely primarily on FCS 
institutions to provide them with current information regarding their 
institutions. The FCA believes that it is critical that shareholders 
receive timely notice of material changes in the capital position of 
the institutions they own so that they are equipped to exercise their 
ownership role. For these reasons, the FCA proposes to add a new 
subpart D relating to the preparation and distribution of a notice to 
shareholders.
---------------------------------------------------------------------------

    \7\ See 12 U.S.C. 2001(b).
    \8\ Pub. L. 99-205, 99 Stat. 1678 (Dec. 23, 1985). See section 
5.19(b)(1) of the Act.
    \9\ In addition to annual and quarterly filings, under sections 
13 or 15(d) of the Securities Exchange Act of 1934, registrants are 
required to file with the SEC a current report within 5-15 days 
(depending on the event) upon determination of the occurrence of any 
of the following events: (1) Changes in control of registrant, (2) 
significant acquisition or disposition of assets, (3) bankruptcy or 
receivership, (4) changes in registrant's certifying accountant, (5) 
other events that the registrant deems of significant importance to 
security holders, and (6) resignations of registrant's directors 
because of a disagreement with the registrant on any matter relating 
to the registrant's operation, policies, or practices. The SEC does 
not require current reports to be distributed to shareholders.
---------------------------------------------------------------------------

    The FCA has previously noted that one of the reasons that the FCS 
institutions need sufficient capital is to protect the ownership, 
investment, and rights of shareholders.10 The FCA continues to 
believe shareholders have the right to timely notice that their 
institution's capital is at such a critical level that it may threaten 
the institution's viability, the value of its stock, or its ability to 
meet the future credit needs of its borrowers. Furthermore, since 1986, 
the Act has

[[Page 53333]]

required the FCA to ``cause institutions to achieve and maintain 
adequate capital by establishing minimum levels of capital for such 
System institutions and by using such other methods as the [FCA] deems 
appropriate.'' 11 One method to promote the maintenance of 
adequate capital is through informed shareholder participation in 
System institutions. While the FCA has the statutory authority to 
establish regulatory minimum capital standards, shareholders and their 
elected directors play an important role in making certain that 
institutions achieve and maintain adequate capital.
---------------------------------------------------------------------------

    \10\ See proposed capital regulations at 60 FR 38521, July, 27, 
1995. Amendments to the capital regulations were reproposed in June 
1996. See 61 FR 42092, August 13, 1996.
    \11\ See 12 U.S.C. 2154.
---------------------------------------------------------------------------

    Accordingly, the FCA proposes that notice be provided to 
shareholders when an institution's capital falls below the regulatory 
minimum permanent capital standard. Proposed Sec. 620.15(a) would 
require each FCS bank and direct lender association to prepare, file 
with the FCA, and distribute to shareholders, a notice within 20 days 
following the month-end that the institution initially determines that 
it is not in compliance with the minimum permanent capital standards 
established in part 615 of the FCA regulations.
    Under certain circumstances, reporting institutions would be 
required to prepare and distribute a subsequent notice to shareholders. 
If the reporting institution's permanent capital ratio decreases by 
one-half of 1 percent or more from the level reported in a notice, the 
reporting institution would be required to distribute to shareholders 
another notice within 20 days of the end of the current month. The FCA 
believes that such subsequent notices are necessary in circumstances 
when an institution's capital position continues to deteriorate.
    Proposed Sec. 620.15(c) would stipulate that each FCS institution 
required to prepare a notice under Sec. 620.15(a) or (b) must 
distribute the notice to shareholders by mail or otherwise furnish the 
information required in the notice by publishing it in any publication 
with circulation wide enough to be reasonably assured that all of the 
institution's shareholders have access to the information in a timely 
manner.
    The contents of notices need not be extensive, but must provide 
sufficient information to apprise shareholders of the institution's 
permanent capital position. Proposed Sec. 620.17(a) requires reporting 
institutions to present the required information in any format that is 
conspicuous, easily understandable, and not misleading.
    Proposed Sec. 620.17(b) establishes the following minimum 
information requirements for notices:
    (1) A statement that (i) briefly describes the regulatory minimum 
permanent capital standard established by the FCA and the notice 
requirement of proposed Sec. 620.15(a); (ii) indicates the 
institution's current level of permanent capital; and (iii) notifies 
shareholders that the institution's permanent capital is below the FCA 
regulatory minimum standard.
    (2) A statement of the effect that noncompliance has had on the 
institution and its shareholders, including whether the institution is 
currently prohibited by statute or regulation from retiring stock or 
distributing earnings or whether the FCA has issued a capital directive 
or other enforcement action to the institution.
    (3) A complete description of any event(s) that may have 
significantly contributed to the institution's noncompliance with the 
minimum regulatory permanent capital standard.
    (4) A statement that the institution is required by regulation to 
distribute another notice to shareholders if the institution's 
permanent capital ratio decreases by one-half of 1 percent or more from 
the level reported in the notice.
    In addition, pursuant to proposed Sec. 620.2(h)(1), the notice must 
include a statement in a prominent location that the institution's 
quarterly reports are available free of charge on request. The 
statement shall include approximate dates of availability of the 
quarterly reports and the telephone numbers and addresses where 
shareholders may obtain a copy of the reports.
    Although the proposed regulation would require a reporting 
institution to distribute a notice to shareholders for noncompliance 
with the permanent capital standard, the FCA is considering using 
noncompliance with the total surplus to risk-adjusted assets ratio 
proposed by the FCA in June, 1996,12 to trigger distribution of a 
notice to shareholders. Thus, if an institution's total surplus ratio 
falls below the regulatory standard, the institution would be required 
to notify shareholders of the noncompliance. The FCA specifically 
invites comments on the use of the total surplus to risk-adjusted 
assets standard as the point at which shareholders would be informed 
that their institution is experiencing financial difficulties.
---------------------------------------------------------------------------

    \12\ See proposed capital regulations at 60 FR 38521, July 27, 
1995. Amendments to the capital regulations were reproposed in June 
1996. See 61 FR 42092, August 13, 1996.
---------------------------------------------------------------------------

    In addition, the FCA proposes to amend Sec. 620.2(b)(3)(i) to allow 
the same alternatives FCS institutions have for director certification 
of quarterly reports to be applied to notices to shareholders. Thus, 
each notice need only be dated and manually signed by one board member 
on behalf of the individual board members, the person designated by the 
board to certify reports of condition and performance, and the chief 
executive officer.13
---------------------------------------------------------------------------

    \13\ Section 620.2(b)(3)(i) provides three certification 
signature alternatives for individual board members: the chairperson 
of the board, the chairperson of the audit committee; or a board 
member designated by the chairperson of the board.
---------------------------------------------------------------------------

    In proposing these regulations, the FCA seeks to balance the 
competing considerations of providing adequate notice to shareholders 
concerning their investments and the potential for regulatory burden on 
the FCS institutions. The FCA believes that the notice requirement will 
accentuate the importance of achieving and maintaining institutional 
viability through adequate capital and stress director and management 
accountability to shareholders who are interested in protecting their 
investment and maintaining their source of credit. The FCA recognizes 
that FCS institutions required to file and distribute a notice may 
incur costs associated with preparing and distributing the materials. 
On balance, the notice would be required only in those extraordinary 
circumstances where an institution is not in compliance with the FCA's 
minimum permanent capital standard.14 Thus, the FCA does not 
believe the regulations will impose an undue regulatory burden. 
Moreover, given the cooperative structure of the System, the FCA 
believes such notifications are essential for timely and adequate 
disclosure to shareholders/members who have investments at risk and 
rely on the dependable credit services of the FCS institutions.
---------------------------------------------------------------------------

    \14\ All FCS institutions were in compliance with the regulatory 
minimum permanent capital standard as of June 30, 1996. In addition, 
as noted in the proposed capital regulations, most FCS institutions 
would be able to meet the total surplus ratio requirement, if the 
standard was in effect today. See proposed capital regulations at 60 
FR 38521, July 27, 1995.
---------------------------------------------------------------------------

III. Combined Financial Statement Presentation Requirements

A. Background

    Each FCS institution is required by statute to make and publish an 
annual report of condition as prescribed by the FCA. The law and FCA 
regulations require that such reports contain

[[Page 53334]]

financial statements prepared in accordance with GAAP, except as 
otherwise directed by statute, and any additional information required 
by the FCA. With regard to consolidation/combination policy, GAAP 
provides that ``the aim should be to make the financial presentation 
which is most meaningful in the circumstances.'' 15 Under GAAP, 
readers of the financial statements should be given information that is 
suitable to their needs without unnecessary detail.
---------------------------------------------------------------------------

    \15\ See American Institute of Certified Public Accountants 
Accounting Research Bulletin 51.
---------------------------------------------------------------------------

    In 1985, the System and its external auditor examined the issue of 
combining the financial statements of the banks and their related 
associations. After considering the financial and operational 
interdependence of the banks and their related associations, they 
concluded that presentation of combined financial statements would 
provide the most meaningful information to shareholders under the 
circumstances, and thus was the preferred disclosure approach under 
GAAP. Subsequently, in response to a request for clarification by the 
System, the FCA included a provision in its disclosure to shareholders 
regulations that required banks to present their financial statements 
on a combined basis with their related associations in reports to 
shareholders.16
---------------------------------------------------------------------------

    \16\ The FCA fully supported the concept of combined bank and 
related association financial statements as the principal statements 
to be prepared by a district bank. The FCA believed excluding the 
associations from the banks' statements would result in publication 
of financial statements that did not show the true financial 
condition of the district bank, and that, under the circumstances, 
combined reporting was the preferred method of presentation under 
GAAP. See 51 FR 21336, June 12, 1986.
---------------------------------------------------------------------------

    After careful consideration of the appropriate accounting guidance 
in light of the structural changes that have occurred within the 
System, the FCA concludes that GAAP standards pertaining to combined 
financial statements do not require combined bank and association 
financial statements in all cases.17 For instance, presentation of 
the financial statements of an ACB and its related associations (which 
represent only a minority interest in the bank) on a combined basis may 
not be the most appropriate reporting format because combined financial 
statements may obscure the financial strength and standing of the bank 
and confuse the majority of the bank's non-System cooperative 
shareholders.
---------------------------------------------------------------------------

    \17\ In the fall of 1995, CoBank, ACB (CoBank), petitioned the 
FCA to amend its regulations to allow it to prepare its general 
purpose financial statements on a bank-only basis. CoBank stated 
that, due to its recent corporate restructuring, combining the bank 
and association financial statements would not be the most 
meaningful presentation of its financial position and results of 
operations for the majority of stockholders. Among other things, 
CoBank asserted that combining the financial statements of a class 
of customers/stockholders to the exclusion of other customers/
stockholders would result in a confusing financial presentation for 
all readers of the financial statements. In December 1995, the FCA 
Board informed CoBank that, subject to specific conditions and 
pending review and consideration of whether to amend existing 
Sec. 620.2(g), the FCA would not criticize the bank for preparing 
its financial statements on a stand-alone basis, separate from its 
related associations, or for distributing its financial statements 
to the stockholders of the related associations only on request.
---------------------------------------------------------------------------

    However, with respect to FCBs and related associations, the FCA 
continues to believe that GAAP supports presentation of combined 
financial statements as the most appropriate method of disclosure to 
shareholders. This conclusion is based on the closer bilateral effect 
of the results of operations on the banks and their respective 
associations and the majority voting control of the FCB by its related 
associations. Similarly, the FCA believes that GAAP supports the FCA's 
conclusion that financial statements for the Report to Investors of the 
Farm Credit System (Report to Investors) prepared on a combined basis 
continue to provide the most meaningful disclosure under current 
circumstances because of the financial and operational interdependence 
of the banks and their associations, and the banks' joint and several 
liability for Systemwide debt securities.

B. Proposed Amendments

    The FCA proposes to amend its regulations by removing the 
requirement that banks must present the financial statements of the 
bank and its related associations on a combined basis. Under the 
proposal, FCS institutions would be exclusively guided by GAAP in 
making their determination of whether stand-alone, consolidated, or 
combined financial statement presentation is the preferred method. The 
FCA believes the proposed change will facilitate the presentation of 
financial statements by FCS institutions in a manner that conforms with 
GAAP and is the most appropriate under the institutions' prevailing 
circumstances.
    Proposed Sec. 620.2(g) would require each FCS institution to 
present its reports in accordance with GAAP and in a manner that 
provides the most meaningful disclosure to shareholders. Proposed 
Sec. 620.2(g)(1) would further require that any FCS institution that 
presents its annual and quarterly financial statements on a combined or 
consolidated basis shall also include, in the footnotes to the primary 
financial statements in the report, the statement of condition and 
statement of income of the institution on a stand-alone basis. The 
stand-alone statements may be in summary form and shall disclose the 
basis of presentation if different from accounting policies of the 
combined or consolidated statements. Conversely, proposed 
Sec. 620.2(g)(2) would require banks that prepare bank-only financial 
statements to provide, in the footnotes to the primary statements, a 
condensed statement of condition and statement of income for its 
related associations, if any, on a combined basis.
    The relationship between a bank and its related associations is an 
important one that warrants discussion in the financial statements to 
achieve full and complete disclosure regardless of how the bank 
presents its financial statements. Therefore, the FCA believes that the 
condensed association statements required to be prepared by a bank 
presenting bank-only statements should be accompanied by supplemental 
disclosures, either as a part of the footnotes or the Management's 
Discussion and Analysis section of the bank's financial statements. The 
FCA believes such supplemental disclosures are consistent with existing 
Sec. 620.5(a)(9), which requires reporting entities to disclose the 
nature of business relationships with related FCS institutions.
    Pursuant to Sec. 620.5(a)(9), the supplemental disclosures should 
address the bank's statutory and regulatory authority to supervise or 
take actions that may affect the operating and financial policies of 
the associations, and any operational and financial interdependency of 
the bank and its related associations. Under Sec. 620.5(e)(1) the 
supplemental disclosures should also address the statutory limitations 
on the associations' access to funds from sources other than the bank. 
Pursuant to Sec. 620.5(e) (2) and (3), the FCA would expect a bank 
presenting financial statements on a bank-only basis to disclose the 
provisions of its capital-sharing agreements with related associations, 
if any, and the ability of the bank to gain access to the capital of 
the associations.
    The FCA also proposes to amend existing Sec. 620.4. The amendments 
would continue to require any bank that presents its financial 
statements on a combined basis to distribute its annual report to the 
shareholders of related associations. In such circumstances, FCS 
association borrowers/shareholders need the financial statements of 
both the bank and association to properly

[[Page 53335]]

evaluate the operations and financial position of the association. In 
contrast, however, where GAAP supports bank preparation of bank-only 
financial statements, the FCA believes that the relationship between 
the bank and its related associations would no longer necessitate that 
the bank distribute its annual report to the shareholders of related 
associations in ordinary circumstances. Proposed Sec. 620.4(b)(2) 
provides, however, that for periods where the bank has experienced a 
significant event that has a material effect on the associations, the 
bank's annual report must be distributed to the related associations' 
shareholders.
    The FCA expects all reporting institutions to continue to prepare 
combined financial statements in accordance with part 630 of this 
chapter, which covers the Report to Investors of the Farm Credit 
System.

IV. Proposed Technical Changes to Part 620

    The FCA proposes technical changes to part 620 to clarify the 
reporting requirements of related organizations. Proposed Sec. 620.2(i) 
delineates the reporting requirements for the reporting institution 
when a significant event has materially affected a related 
organization. Specifically, any events that have affected one or more 
related organizations of the reporting institution that are likely to 
have a material effect on the financial condition, results of 
operations, cost of funds, or reliability of sources of funds of the 
reporting institution, would be considered significant events for the 
reporting institution and would require disclosure in the annual and 
quarterly reports under proposed Secs. 620.5(g)(2)(vi) and 620.10(b). 
In addition, any events affecting a related organization that occurred 
during the preceding fiscal quarters that continue to have a material 
effect on the reporting institution would be considered significant 
events of the current fiscal quarter and would require disclosure in 
the annual and quarterly reports under proposed Secs. 620.5(g)(2)(vi) 
and 620.10(b).

V. Report to Investors

    The Farm Credit Banks Funding Corporation (Funding Corporation) 
petitioned the FCA to amend its regulations to allow it to incorporate 
by reference information contained in the Federal Farm Credit Banks 
Consolidated Systemwide Bonds and Discount Notes Offering Circular 
(Offering Circular) into the Report to Investors. Since incorporation 
by reference to another document is not currently provided for in the 
Report to Investors regulations (12 CFR part 630), the Funding 
Corporation must provide some of the same disclosures in its annual and 
quarterly information statements as it does in its Offering Circular. 
The Funding Corporation asserts that allowing the use of incorporation 
by reference is a prudent and practical approach to disseminating 
information to investors because it improves the readability of the 
offering documents made available to investors by eliminating 
duplicative information.
    The Report to Investors originally served as both the System's 
financial report and a prospectus for investors in Systemwide debt 
obligations issued by the Funding Corporation on behalf of the banks. 
The FCA recognizes that the dual purpose of the report has diminished 
due to the Funding Corporation's increased usage of offering circulars 
as the primary method to distribute prospectus information to 
investors. The FCA also recognizes that incorporation by reference is 
an accepted practice and is routinely permissible in reports filed with 
the SEC. Accordingly, the FCA proposes to amend its regulations by 
adding a new Sec. 630.3(f),18 which would permit the Funding 
Corporation to incorporate by reference information contained in 
offering documents for Farm Credit debt securities into the Systemwide 
financial reports to investors.
---------------------------------------------------------------------------

    \18\  Under the proposed rule, existing Sec. 630.3(f) and (g) 
would be redesignated as new paragraphs (g) and (h), respectively.
---------------------------------------------------------------------------

VI. Regulatory Impact

    The FCA has determined that the proposed regulations would not have 
a significant effect on the general economy and would not be a 
significant regulatory action under Executive Order 12866. In addition, 
the proposed regulations pertain only to FCS institutions, and, 
therefore, would not present a conflict with the rules and regulations 
of other financial regulatory agencies. Due to the nature of the 
regulations, it is unlikely that the regulations would have any 
material impact on governmental entitlements, grants, user fees, or 
loan programs.

List of Subjects

12 CFR Part 620

    Accounting, Agriculture, Banks, banking, Reporting and 
recordkeeping requirements, Rural areas.

12 CFR Part 630

    Accounting, Agriculture, Banks, banking, Credit, Organization and 
functions (Government agencies), Reporting and recordkeeping 
requirements, Rural areas.

    For the reasons stated in the preamble, parts 620 and 630 of 
chapter VI, title 12 of the Code of Federal Regulations are proposed to 
be amended to read as follows:

PART 620--DISCLOSURE TO SHAREHOLDERS

    1. The authority citation for part 620 is revised to read as 
follows:

    Authority: Secs. 5.17, 5.19, 8.11 of the Farm Credit Act (12 
U.S.C. 2252, 2254, 2279aa-11).

Subpart A--General

    2. Section 620.1 is amended by redesignating paragraphs (o), (p), 
and (q) as new paragraphs (p), (q), and (r), respectively, and adding 
new paragraph (o) to read as follows:


Sec. 620.1  Definitions.

* * * * *
    (o) Report refers to the annual report, quarterly report, notice, 
or information statement required by this part unless otherwise 
specified.
* * * * *
    3. Section 620.2 is amended by revising paragraphs (a), (b)(3)(i), 
and (f) through (i) to read as follows:


Sec. 620.2  Preparing and filing the reports.

* * * * *
    (a) Three copies of each report required by this section, including 
financial statements and related schedules, exhibits, and all other 
papers and documents that are part of the report shall be filed with 
the Chief Examiner, Farm Credit Administration, McLean, Virginia 22102-
5090, or with such other Farm Credit Administration offices as the 
Chief Examiner designates. The Farm Credit Administration must receive 
the report within the period prescribed under applicable subpart 
sections. The reports shall be available for public inspection at the 
issuing institution and the Farm Credit Administration office with 
which the reports are filed. Bank reports shall also be available for 
public inspection at each related association office.
    (b) * * * 
    (3)(i) For each quarterly report or notice filed under this 
section, each member of the board or one of the following board members 
formally designated by action of the board to certify reports of 
condition and performance on behalf of the individual board members: 
The chairperson of the board; the chairperson of the audit committee; 
or a board member

[[Page 53336]]

designated by the chairperson of the board.
* * * * *
    (f) No disclosure required by subparts B and E of this part shall 
be deemed to violate any regulation of the Farm Credit Administration.
    (g) Each Farm Credit institution shall present its reports in 
accordance with generally accepted accounting principles and in a 
manner that provides the most meaningful disclosure to shareholders.
    (1) Any Farm Credit institution that presents its annual and 
quarterly financial statements on a combined or consolidated basis 
shall also include in the report the statement of condition and 
statement of income of the institution on a stand-alone basis. The 
stand-alone statements may be in summary form and shall disclose the 
basis of presentation if different from accounting policies of the 
combined or consolidated statements.
    (2) Any bank that prepares its financial statements on a stand-
alone basis shall provide supplemental information in the accompanying 
footnotes containing a condensed statement of condition and statement 
of income for the bank's related associations on a combined basis. The 
condensed statements shall disclose the basis of presentation if 
different from accounting policies of the bank-only statements.
    (h)(1) Each annual report or notice shall include a statement in a 
prominent location within the report or notice that the institution's 
quarterly reports are available free of charge on request. The 
statement shall include approximate dates of availability of the 
quarterly reports and the telephone numbers and addresses where 
shareholders may obtain a copy of the reports.
    (2) Each association shall include a statement in a prominent 
location within each report that the shareholders' investment in the 
association may be materially affected by the financial condition and 
results of operations of the related bank and that a copy of the bank's 
financial reports to shareholders, if not otherwise provided, will be 
made available free of charge on request. The statement shall also 
include the telephone numbers and addresses where shareholders may 
obtain copies of the related bank's financial reports.
    (3) Each institution shall, after receiving a request for a report, 
mail or otherwise furnish the report to the requestor. The first copy 
of the requested report shall be provided to the requestor free of 
charge.
    (i) Any events that have affected one or more related organizations 
of the reporting institution that are likely to have a material effect 
on the financial condition, results of operations, cost of funds, or 
reliability of sources of funds of the reporting institution shall be 
considered significant events for the reporting institution and shall 
be disclosed in the reports. Any significant event affecting the 
reporting institution that occurred during the preceding fiscal 
quarters that continues to have a material effect on the reporting 
institution shall be considered significant events of the current 
fiscal quarter and shall be disclosed in the reports.

Subpart B--Annual Report to Shareholders

    4. Section 620.4 is amended by revising paragraph (b) to read as 
follows:


Sec. 620.4  Preparing and distributing the annual report.

* * * * *
    (b)(1) Any bank that presents its financial statements on a 
combined basis shall distribute its annual report to the shareholders 
of related associations within the period required by paragraph (a) of 
this section. Each bank shall coordinate such distribution with its 
related associations.
    (2) Any bank that presents its financial statements on a bank-only 
basis shall distribute its annual report to the shareholders of related 
associations within the period required by paragraph (a) of this 
section in all instances where the bank experiences a significant event 
that has a material effect on the associations. Each bank shall 
coordinate such distribution with its related associations.
* * * * *
    5. Section 620.5 is amended by revising paragraph (g)(2)(vi) to 
read as follows:


Sec. 620.5  Contents of the annual report to shareholders.

* * * * *
    (g) * * *
    (2) * * *
    (vi) Discuss any events affecting a related organization that are 
likely to have a material effect on the reporting institution's 
financial condition, results of operations, cost of funds, or 
reliability of sources of funds.
* * * * *

Subpart C--Quarterly Report

    6. The heading for subpart C is revised as set forth above.
    7. Section 620.10 is revised to read as follows:


Sec. 620.10  Preparing the quarterly report.

    (a) Each Farm Credit bank and direct lender association shall 
prepare a quarterly report within 45 days after the end of each fiscal 
quarter, except that no report need be prepared for the fiscal quarter 
that coincides with the end of the fiscal year of the institution.
    (b) The report shall contain, at a minimum, the information 
specified in Sec. 620.11 and, in addition, such other material 
information (including significant events) as is necessary to make the 
required disclosures, in light of the circumstances under which they 
are made, not misleading.
    8. Part 620 is amended by redesignating subparts D, E, and F as new 
subparts E, F, and G, respectively, and adding a new subpart D to read 
as follows:

Subpart D--Notice to Shareholders


Sec. 620.15  Notice.

    (a) Each Farm Credit bank and direct lender association shall 
prepare, file with the Farm Credit Administration, and distribute a 
notice to shareholders, within 20 days following the month-end that the 
institution initially determines that it is not in compliance with the 
minimum permanent capital standard prescribed under Sec. 615.5205 of 
this chapter.
    (b) An institution that has given notice to shareholders pursuant 
to paragraph (a) of this section or subsequent notice pursuant to this 
paragraph shall also prepare, file with the Farm Credit Administration, 
and distribute to shareholders a notice within 20 days following any 
subsequent month-end at which the institution's permanent capital ratio 
decreases by one-half of 1 percent or more from the level reported in 
the most recent notice distributed to shareholders.
    (c) Each institution required to prepare a notice under Sec. 620.15 
(a) or (b) shall distribute the notice to shareholders by mail or 
otherwise furnish the information required in the notice by publishing 
it in any publication with circulation wide enough to be reasonably 
assured that all of the institution's shareholders have access to the 
information in a timely manner.


Sec. 620.17  Contents of the notice.

    (a) The information required to be included in a notice must be 
conspicuous, easily understandable, and not misleading.

[[Page 53337]]

    (b) A notice, at a minimum, shall include:
    (1) A statement that:
    (i) Briefly describes the regulatory minimum permanent capital 
standard established by the Farm Credit Administration and the notice 
requirement of Sec. 620.15(a);
    (ii) Indicates the institution's current level of permanent 
capital; and
    (iii) Notifies shareholders that the institution's permanent 
capital is below the Farm Credit Administration regulatory minimum 
standard.
    (2) A statement of the effect that noncompliance has had on the 
institution and its shareholders, including whether the institution is 
currently prohibited by statute or regulation from retiring stock or 
distributing earnings or whether the Farm Credit Administration has 
issued a capital directive or other enforcement action to the 
institution.
    (3) A complete description of any event(s) that may have 
significantly contributed to the institution's noncompliance with 
minimum regulatory capital standard.
    (4) A statement that the institution is required by regulation to 
distribute another notice to shareholders if the institution's 
permanent capital ratio decreases by one half of 1 percent or more from 
the level reported in the notice.

Subpart E--Association Annual Meeting Information Statement

    9. Section 620.20 is amended by removing paragraph (c) and revising 
paragraph (b) to read as follows:


Sec. 620.20  Preparing and distributing the information statement.

* * * * *
    (b) The statement shall incorporate by reference the annual report 
to shareholders required by subpart B of this part and contain the 
information specified in Sec. 620.21 and such other material 
information as is necessary to make the required statement, in light of 
the circumstances under which it is made, not misleading.

PART 630--DISCLOSURE TO INVESTORS IN SYSTEMWIDE AND CONSOLIDATED 
BANK DEBT OBLIGATIONS OF THE FARM CREDIT SYSTEM

    10. The authority citation for part 630 is revised to read as 
follows:

    Authority: Secs. 5.17, 5.19 of the Farm Credit Act (12 U.S.C. 
2252, 2254).

Subpart A--General

    11. Section Sec. 630.3 is amended by redesignating existing 
paragraphs (f) and (g) as new paragraphs (g) and (h), respectively, and 
adding new paragraph (f) to read as follows:


Sec. 630.3  Publishing and filing the report to investors.

* * * * *
    (f) Information in documents prepared for investors in connection 
with the offering of debt securities issued through the Federal Farm 
Credit Banks Funding Corporation may be incorporated by reference in 
the annual and quarterly reports in answer or partial answer to any 
item required in the reports under this part. A complete description of 
any offering documents referenced must be clearly identified in the 
report (e.g., Federal Farm Credit Banks Consolidated Systemwide Bonds 
and Discount Notes--Offering Circular issued on [insert date]). 
Offering documents referenced in either an annual or quarterly report 
prepared under this part must be filed with the Chief Examiner, Farm 
Credit Administration, McLean, Virginia 22102-5090, either prior to or 
at the time of submission of the report under paragraph (h) of this 
section. Any referenced offering document is subject to the delivery 
and availability requirements set forth in Sec. 630.4(a)(5) and (6).
* * * * *
    Dated: October 3, 1996.
Floyd Fithian,
Secretary, Farm Credit Administration Board.
[FR Doc. 96-25818 Filed 10-10-96; 8:45 am]
BILLING CODE 6705-01-P