[Federal Register Volume 66, Number 89 (Tuesday, May 8, 2001)]
[Proposed Rules]
[Pages 23198-23199]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11544]


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DEPARTMENT OF THE TREASURY

Office of Thrift Supervision

12 CFR Part 552

[No. 2001-35]
RIN 1550-AB46


Conversion From Stock Form Depository Institution to Federal 
Stock Association

AGENCY: Office of Thrift Supervision, Treasury.

ACTION: Notice of proposed rulemaking.

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SUMMARY: The Office of Thrift Supervision (OTS) is proposing to amend 
its regulation on conversions from stock form depository institutions 
to federal stock savings associations. This proposed rule would clarify 
that the resulting federal stock savings association in such 
transactions succeeds to all the rights, property, and obligations of 
the converting institution. This amendment merely codifies OTS's 
interpretation of its existing regulation.

DATES: Comments must be received on or before June 7, 2001.

ADDRESSES: Mail: Send comments to Regulation Comments, Chief Counsel's 
Office, Office of Thrift Supervision, 1700 G Street, NW., Washington, 
DC 20552, Attention Docket No. 2001-35.
    Delivery: Hand deliver comments to the Guard's Desk, East Lobby 
Entrance, 1700 G Street, NW., from 9:00 a.m. to 4:00 p.m. on business 
days, Attention Regulation Comments, Chief Counsel's Office, Docket No. 
2001-35.
    Facsimiles: Send facsimile transmissions to FAX Number (202) 906-
6518, Attention Docket No. 2001-35.
    E-Mail: Send e-mails to [email protected], Attention 
Docket No. 2001-35, and include your name and telephone number.
    Public Inspection: Comments and the related index will be posted on 
the OTS Internet Site at www.ots.treas.gov. In addition, you may 
inspect comments at the Public Reading Room, 1700 G St. N.W., by 
appointment. To make an appointment for access, call (202) 906-5922, 
send an e-mail to public.info@ots.treas.gov">public.info@ots.treas.gov, or send a facsimile 
transmission to (202) 906-7755. (Prior notice identifying the materials 
you will be requesting will assist us in serving you.) Appointments 
will be scheduled on business days between 10:00 a.m. and 4:00 p.m. In 
most cases, appointments will be available the next business day 
following the date a request is received.

FOR FURTHER INFORMATION CONTACT: Aaron B. Kahn, (202) 906-6263, Special 
Counsel, or Kevin A. Corcoran, (202) 906-6962, Assistant Chief Counsel, 
Business Transactions Division, Chief Counsel's Office, Office of 
Thrift Supervision, 1700 G Street, NW, Washington DC 20552.

SUPPLEMENTARY INFORMATION:

Background

    OTS regulations at 12 CFR 552.2-6 provides that, with OTS approval, 
any stock depository institution that is, or is eligible to become, a 
member of a Federal Home Loan Bank may convert to a federal stock 
savings association if the converting institution has deposits insured 
by the Federal Deposit Insurance Corporation (FDIC) at the time of 
conversion, and complies with all applicable statutes and regulations, 
including section 5(d) of the Federal Deposit Insurance Act.\1\ This 
regulation does not explicitly address the succession of the federal 
association resulting from such a conversion to the rights, obligations 
and property of the converting institution. However, as a matter of 
practice OTS treats federal stock associations that have resulted from 
direct conversions pursuant to 12 CFR 552.2-6 as the corporate 
successors of the converting institutions.
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    \1\ 12 U.S.C. 1815(d).
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    OTS regulations addressing similar transactions explicitly provide 
that the resulting federal association succeeds to the rights, 
obligations, and property of a converted or disappearing entity. This 
is true, for example, for conversions of mutual depository institutions 
to federal mutual savings associations \2\ and the merger or 
consolidation of stock institutions that result in a federal stock 
association.\3\
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    \2\ 12 CFR 543.14 (2000).
    \3\ See 12 CFR 552.13(l) (2000).
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    To clarify the legal consequences of direct conversions under 12 
CFR 552.2-6, OTS is proposing to amend that regulation to provide 
explicitly that a converted federal stock association succeeds to all 
the rights, obligations and property of its corporate predecessor.
    This action will not change the existing treatment accorded federal 
stock associations that have converted from a stock depository 
institution. Rather, the amendment merely codifies the agency's 
existing interpretation of its regulation. The text of the amendment 
has been derived from a comparable provision pertaining to the merger 
and consolidation of federal stock associations that appears at 12 CFR 
552.13(l).

[[Page 23199]]

Comments; Accompanying Direct Final Rule

    If no significant adverse comments are timely received, no further 
activity is contemplated relative to this proposed rule. Rather, the 
related direct final rule published elsewhere in this issue of the 
Federal Register will automatically go into effect on the date 
specified in that rule. If significant adverse comments are timely 
received, the direct final rule will be withdrawn and all public 
comments received will be addressed in a subsequent final rule. Because 
OTS will not institute a second comment period for this proposed rule, 
any parties interested in commenting should do so during this comment 
period.

Regulatory Flexibility Act

    Pursuant to section 605(b) of the Regulatory Flexibility Act,\4\ 
the Director certifies that this proposed rule will not have a 
significant economic impact on a substantial number of small entities. 
The rule would merely codifies an existing OTS interpretation.
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    \4\ Pub. L. No. 96-354, 5 U.S.C. 601.
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Executive Order 12866

    OTS has determined that this proposed rule is not a ``significant 
regulatory action'' for purposes of Executive Order 12866.

Unfunded Mandates Reform Act of 1995

    OTS has determined that the requirements of this proposed rule will 
not result in expenditures by State, local, and tribal governments or 
by the private sector of $100 million or more in any one year. 
Accordingly, a budgetary impact statement is not required under section 
202 of the Unfunded Mandates Reform Act of 1995.

Federalism

    Executive Order 13132 imposes certain requirements on an agency 
when formulating and implementing polices that have federalism 
implications or taking actions that preempt state law. OTS has 
determined that this proposed rule will not have substantial direct 
effects on the States, on the relationship between the national 
government and the States, or on the distribution of power and 
responsibilities among the various levels of government, and will not 
preempt State law.

List of Subjects in 12 CFR Part 552

    Reporting and recordkeeping requirements, Savings associations, 
Securities.
    Accordingly, the Office of Thrift Supervision hereby proposes to 
amend title 12, chapter V of the Code of Federal Regulations as set 
forth below.

PART 552--INCORPORATION, ORGANIZATION, AND CONVERSION OF FEDERAL 
STOCK ASSOCIATIONS

    1. The authority citation for Part 552 continues to read as 
follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a.

    2. Section 552.2-6 is amended by designating the text of the 
section as paragraph (a) and adding paragraph (b) to read as follows:


Sec. 552.2-6  Conversion from stock form depository institution to 
Federal stock association.

    (a) * * *
    (b) Any and all of the assets and other property (whether real, 
personal, mixed, tangible or intangible, including choses in action, 
rights, and credits) of the former stock form depository institution 
become assets and property of the Federal stock association when the 
conversion occurs. Similarly, any and all of the obligations and debts 
of or claims against the former stock form depository institution 
become obligations and debts of and claims against the Federal stock 
association when the conversion occurs. In effect, the Federal stock 
association is the same as the former stock form depository institution 
with respect to any and all assets, property, claims and debts of or 
claims against the former stock form depository institution.

    Dated: May 2, 2001.

    By the Office of Thrift Supervision.
Ellen Seidman,
 Director.
[FR Doc. 01-11544 Filed 5-7-01; 8:45 am]
BILLING CODE 6720-01-P