[Federal Register Volume 69, Number 226 (Wednesday, November 24, 2004)]
[Rules and Regulations]
[Pages 68239-68251]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-26010]



[[Page 68239]]

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DEPARTMENT OF THE TREASURY

Office of Thrift Supervision

12 CFR Parts 506, 516, 528, 543, 544, 545, 552, 559, 563, 563b, 
567, 574, and 575

[No. 2004-54]
RIN 1550-AB93


EGRPRA Regulatory Review--Application and Reporting Requirements

AGENCY: Office of Thrift Supervision, Treasury (OTS).

ACTION: Interim final rule.

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SUMMARY: As a part of its review of regulations under section 2222 of 
the Economic Growth and Regulatory Paperwork Reduction Act of 1996 
(Pub. L. 104-208, Sept. 30, 1996) (EGRPRA), the Office of Thrift 
Supervision (OTS) is reducing regulatory burden on savings associations 
by updating and revising various application and reporting 
requirements. Specifically, OTS is: (1) Modifying the branch office and 
agency office application and notice requirements, (2) harmonizing 
publication and public comment procedures for various applications and 
notices, and (3) revising the meeting procedures. OTS is also 
eliminating various obsolete rules.
    Today's changes are designed to reduce burden to the extent 
consistent with safe and sound supervision of the industry. They 
further the burden reduction efforts in OTS's recently published 
proposed and final rules implementing the Community Reinvestment Act 
(CRA).

DATES: This rule is effective on January 1, 2005. Comments must be 
received by January 24, 2005.

ADDRESSES: You may submit comments, identified by No. 2004-54, by any 
of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     E-mail address: [email protected]. Please 
include No. 2004-54 in the subject line of the message and include your 
name and telephone number in the message.
     Fax: (202) 906-6518.
     Mail: Regulation Comments, Chief Counsel's Office, Office 
of Thrift Supervision, 1700 G Street, NW., Washington, DC 20552, 
Attention: No. 2004-54.
     Hand Delivery/Courier: Guard's Desk, East Lobby Entrance, 
1700 G Street, NW., from 9 a.m. to 4 p.m. on business days, Attention: 
Regulation Comments, Chief Counsel's Office, Attention: No. 2004-54.
    Instructions: All submissions received must include the agency name 
and docket number or Regulatory Information Number (RIN) for this 
rulemaking. All comments received will be posted without change to the 
OTS Internet Site at http://www.ots.treas.gov/pagehtml.cfm?catNumber=67&an=1, including any personal information 
provided.
    Docket: For access to the docket to read background documents or 
comments received, go to http://www.ots.treas.gov/pagehtml.cfm?catNumber=67&an=1. In addition, you may inspect comments 
at the Public Reading Room, 1700 G Street, NW., 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.) We schedule appointments on 
business days between 10 a.m. and 4 p.m. In most cases, appointments 
will be available the next business day following the date we receive a 
request.

FOR FURTHER INFORMATION CONTACT: Josephine Battle, Program Analyst, 
Thrift Policy, (202) 906-6870; Donald Dwyer, Director, Applications, 
Examinations and Supervision Operations, (202) 906-6414; Karen 
Osterloh, Special Counsel, Regulations and Legislation Division, (202) 
906-6639; or Gary Jeffers, Senior Attorney, Business Transactions 
Division, (202) 906-6457, Office of Thrift Supervision, 1700 G Street, 
NW., Washington, DC 20552.

SUPPLEMENTARY INFORMATION:

I. Introduction

    In 2003, OTS and the other Federal banking agencies began a joint 
effort to review their rules and identify outdated or otherwise 
unnecessary regulatory requirements. This review is required by section 
2222 of EGRPRA, which directs the banking agencies to jointly or 
individually categorize their regulations by type, provide notice and 
solicit public comment on the categories, request 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. 12 U.S.C. 3311. As part of this EGRPRA 
process, OTS, the Board of Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation (FDIC), and the Office of the 
Comptroller of the Currency published a notice seeking comment on 
unnecessary regulatory burden in their rules governing application and 
reporting requirements.\1\
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    \1\ 68 FR 35589 (June 16, 2003). The June 2003 notice also 
addressed powers and activities and international operations. In 
January 2004, the agencies published a second notice seeking comment 
on consumer protection provisions in lending-related rules. 69 FR 
2852 (Jan. 21, 2004). In July 2004, the agencies published a third 
notice seeking comment on consumer protection provisions in other 
rules. 69 FR 43347 (July 20, 2004).
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    Based on the comments submitted in response to the notice and 
additional comments voiced at EGRPRA outreach meetings, OTS is making 
various changes to its application and reporting requirements. These 
changes are designed to reduce burden to the extent consistent with the 
safe and sound supervision of the industry. They further the burden 
reduction efforts that OTS began in its final rule published in the 
Federal Register on August 18, 2004, which revised the definition of 
``small savings association'' used in the CRA regulations. 69 FR 51155. 
They also complement the burden reductions contained in the proposed 
CRA rule published elsewhere in today's Federal Register. The related 
proposed CRA rule would revise the definition of ``community 
development'' to encourage savings associations to increase community 
development services in rural areas, and would provide additional 
flexibility in the assignment of CRA ratings to permit large retail 
savings associations to focus their community reinvestment efforts on 
activities needed by their communities.
    Specifically, today's final rule: (1) Modifies the branch office 
and agency office application and notice requirements, (2) harmonizes 
publication and public comment procedures for various applications and 
notices, and (3) revises the meeting procedures. OTS is also 
eliminating various obsolete rules. These changes are discussed below.

II. Interim Final Rule

A. Branch and Home Offices

    As part of the EGRPRA process, OTS reviewed the application 
requirements that apply to branch and home offices operated by Federal 
savings associations. Currently, OTS requires a Federal savings 
association to file an application or notice when it establishes a new 
branch office, changes the permanent location of an existing home or 
branch office, or changes the designation of an office as a home or 
branch office.\2\ OTS permits a Federal savings association to change 
the

[[Page 68240]]

location of a home or branch office in a ``short-distance relocation'' 
without obtaining prior OTS approval. However, the association must 
notify OTS at least 30 days before the relocation to permit OTS to 
determine whether the proposed relocation satisfies all short-distance 
relocation requirements.\3\ OTS does not require any branch application 
or notice for drive-in or pedestrian offices that meet certain 
requirements.\4\
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    \2\ 12 CFR 545.92, 545.93 and 545.95.
    \3\ 12 CFR 545.95(c).
    \4\ 12 CFR 545.92(g). In addition, an existing association that 
converts to a Federal savings association may maintain an existing 
office, and a Federal savings association that acquires offices 
through consolidation, purchase of bulk assets, merger or purchase 
from a receiver of an association may maintain an acquired office, 
except to the extent that the OTS approval order specifies 
otherwise. 12 CFR 545.92(h). A separate branch application or notice 
is not required for these offices because OTS considers issues 
regarding these offices in connection with the conversion, 
consolidation, merger, or purchase application or notice.
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    Currently, State-chartered savings associations are not required to 
file any application or notice with OTS regarding changes to their home 
or branch offices. This has not raised any significant safety and 
soundness concerns for State-chartered savings associations. 
Accordingly, OTS has decided to modify its branch and home office 
application and notice requirements for Federal savings associations to 
ease regulatory burden to the extent feasible. OTS has made the 
following changes.
    Elimination of application and notice requirements for re-
designations of home and branch offices. Under the existing rules, a 
Federal savings association must file an application or notice and 
receive OTS prior approval before it re-designates a home office or 
branch office.\5\ Because office re-designations do not raise 
significant supervisory or compliance issues, today's interim final 
rule eliminates this requirement. To ensure that OTS has the current 
addresses of all home offices, however, the home office rule requires 
Federal savings associations to notify their appropriate OTS Regional 
Offices if the permanent address of its home office changes.
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    \5\ 12 CFR 545.95.
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    Elimination of application and notice requirements for certain 
highly rated Federal savings associations. Under the interim final 
rule, certain highly rated Federal savings associations will be 
permitted to change the location of a home or branch office or 
establish a new branch office without filing an application or notice 
with OTS. Under this exception, a Federal savings association is not 
required to submit an application or notice if it satisfies all of the 
following criteria:
     Its composite rating under the Uniform Financial 
Institutions Rating Systems (CAMELS) was 1 or 2 during the most recent 
examination.
     Its CRA rating was satisfactory or outstanding during the 
most recent examination.
     Its compliance rating was 1 or 2 during the most recent 
examination.
     It satisfies all of its capital requirements under 12 CFR 
part 567. The Federal savings association must meet this standard both 
before and immediately following the establishment or relocation of the 
office.
     OTS has not notified the Federal savings association that 
it is in troubled condition.\6\
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    \6\ These requirements are the same as those for expedited 
processing at 12 CFR 516.5.
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    OTS believes that these standards will ensure that only those 
Federal savings associations that are operated in a safe and sound 
manner and consistent with applicable CRA and compliance requirements 
will be exempted from application and notice requirements.
    To ensure that the public continues to be afforded an opportunity 
to comment on a Federal savings association's record of compliance with 
the CRA and other matters, OTS will require the association to solicit 
comment by publishing a newspaper notice indicating that it intends to 
change the location of a home or branch office or establish a new 
branch office.\7\ If no commenter objects to the proposed action during 
a 30-day comment period following the publication, an application or 
notice will not be required. If a comment opposing the application is 
filed, the Federal savings association will be required to file an 
application or notice unless OTS determines that the comment raises 
issues that are not relevant to the branch and home office approval 
standards or determines that OTS action in response to the comment is 
not required.
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    \7\ A Federal thrift must follow the publication requirements in 
part 516, subpart B of this chapter with certain modifications 
specified in the interim final rule. For example, because the thrift 
will not submit an application or notice to OTS for these offices, 
the interim final rule states that 12 CFR 516.55(g), which addresses 
public inspection of filings, does not apply.
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    OTS is considering imposing an additional condition on the use of 
this exception. Branch offices can be costly to build and operate. 
Moreover, excessive growth can present other supervisory issues. OTS 
regulations currently limit the amount of the book value of a Federal 
savings association's investment in real estate used for office and 
related facilities to the amount of its total capital.\8\ OTS is 
concerned that this limitation may not be sufficient to ensure safe and 
sound operations. Accordingly, the final rule may require an 
application or notice if the savings association's investment in branch 
and home offices exceeds a specified limit, or the association is 
engaged in multiple branch expansions. OTS specifically requests 
comment on this point.
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    \8\ 12 CFR 560.37.
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    Elimination of notice requirement for short-distance relocations. 
As noted above, the current rules require a Federal savings association 
to notify OTS at least 30 days before a short-distance relocation of a 
home or branch office. OTS is eliminating this notice as overly 
burdensome. OTS has also updated the terminology used in this section 
to reflect U.S. Census Bureau usage.\9\
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    \9\ The U.S. Census Bureau now uses the term ``principal city'' 
in lieu of ``central city.''
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    Compliance with section 5(m). Section 5(m)(1) of the Home Owners' 
Loan Act (HOLA) states:
    (A) No savings association incorporated under the laws of the 
District of Columbia or organized in the District or doing business in 
the District shall establish any branch or move its principal office or 
any branch without the Director's prior written approval.
    (B) No savings association shall establish any branch in the 
District of Columbia or move its principal office or any branch in the 
District without the Director's prior written approval.\10\
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    \10\ 12 U.S.C. 1464(m)(1).
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    Because the existing regulations require OTS approval before a 
Federal savings association may establish a branch office or relocate a 
home or branch office, section 5(m) of the HOLA has not imposed any 
burden on Federal savings associations. There is no compelling reason 
to treat Federal savings associations in the District of Columbia 
differently from savings associations located elsewhere with respect to 
branch and home office applications. Accordingly, the Director of OTS 
is providing his prior written approval under section 5(m) to permit 
Federal savings associations incorporated under the laws of, organized 
in, or doing business in the District of Columbia to relocate home or 
branch offices and to establish branch offices, if the Federal savings 
association is eligible for the exceptions described in this section. 
OTS also plans to seek a legislative change eliminating section 5(m) of 
the HOLA as unnecessary.

[[Page 68241]]

    Other changes. OTS has made other changes that reduce regulatory 
burdens. For example, OTS has eliminated restrictions on the 
establishment of drive-in or pedestrian offices. Like the current rule, 
the interim final rule does not require an application or notice for a 
drive-in or pedestrian office that is within 500 feet of an approved 
branch or home office. The functions of the office must be limited to 
services that are ordinarily provided at a teller window. Under the 
current rule, a drive-in or pedestrian office requires prior OTS 
approval if a public entrance of another SAIF-insured association is 
closer to the drive-in or pedestrian window. OTS has eliminated this 
requirement as unnecessary.
    OTS has also substantially reorganized and rewritten its rules on 
branch and home offices. The interim final rule:
     Retains the existing definition of branch office at Sec.  
545.92(a).
     Reiterates statutory limitations on the location of a home 
or branch office at Sec.  545.92(b). These limitations include sections 
5(r) and 10(e)(3) of the HOLA, and section 13(k)(4) of the Federal 
Deposit Insurance Act.\11\ These limits are currently addressed in 12 
CFR 545.93(a) and (b).
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    \11\ 12 U.S.C. 1464(r), 1467a(e)(3), and 1823(k)(4).
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     Reiterates OTS's position on Federal preemption with 
respect to branching by Federal savings associations at Sec.  
545.92(c). Preemption is addressed in the current rules at 12 CFR 
545.93(d).
     States the revised application and notice filing 
requirements at Sec.  545.93.
     Consolidates the existing application and notice 
processing rules and approval standards at Sec.  545.95. The current 
rules governing processing of branch and home office applications and 
notices are contained in three separate overlapping regulations. See 12 
CFR 545.92(b)-(f), 545.93(c), and 545.95(a)-(b).
    As noted above, the interim final rule restates the approval 
standards in the current rule. OTS considers several other issues in 
its review of these applications, including compliance with the 
National Historic Preservation Act and the National Environmental 
Policy Act. OTS is considering including these other factors in the 
final rule and specifically requests comment on this point.
    While Federal savings associations will no longer be required to 
file applications and notices for many branch office changes, OTS and 
others will, nonetheless, continue to have access to information on 
branch offices. All savings associations annually must send branch 
office data to OTS. This data may be accessed on the OTS home page 
under Data and Research>Corporate Directory>Summary of Deposits 
(www.ots.treas.gov/pagehtml.cfm?catNumber=25). Internet users may 
search for office deposits by institution, State, county or city. As a 
result, the general public, regulators, and bankers may: (1) Find the 
branches nearest to their home or office; (2) Evaluate an institution's 
share of the deposits in a particular market area; and (3) Analyze 
deposit information on existing branches in a particular market. OTS 
also intends to revise its internal examination procedures to ensure 
that its branch and home office location information is accurate and 
ensure that associations comply with all branching restrictions 
contained in the HOLA and OTS regulations. In addition, OTS will 
encourage all Federal savings associations to consult with their 
appropriate regional office before they open or relocate any office for 
which a branch application or notice is not required.

B. Agency Offices

    OTS has also reviewed its rules on agency offices to determine 
whether these rules impose any unnecessary regulatory burden. Under the 
current OTS rule, a Federal savings association may establish or 
maintain an agency office to service and originate (but not approve) 
loans and contracts; to manage or sell real estate owned by the Federal 
savings association; and to conduct fiduciary activities or activities 
ancillary to the association's fiduciary business.\12\ A Federal 
savings association may conduct other activities at agency offices. 
However, it must obtain prior OTS approval before it may do so.\13\
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    \12\ 12 CFR 545.96(a).
    \13\ 12 CFR 545.96(b).
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    Most requests for additional activities at agency offices involve 
the approval of loans and contracts. Because these requests have not 
presented supervisory concerns, OTS believes that it may eliminate the 
notice requirement for loan and contract approval at agency offices 
without impacting safety and soundness. Accordingly, the interim final 
rule at Sec.  545.96(a) states that a Federal savings association may 
approve loans and contracts at agency offices. As a result, a Federal 
savings association is not required to seek OTS approval to conduct 
such activities at an agency office.
    OTS requests comment on whether there are other activities that may 
be added to the listing of permissible agency office activities without 
impacting safety and soundness. Based on the public comments, OTS may 
include additional revisions addressing these activities in the final 
rule.

C. Application Processing

    12 CFR part 516 sets out OTS procedures for processing 
applications, notices, and other filings. While part 516 prescribes 
uniform procedures applicable to most applications, it also recognizes 
that regulations for specific types of applications may prescribe 
different processing procedures and timeframes. See 12 CFR 516.1(b)(4) 
and (c).
    Commenters on the EGRPRA review suggested that OTS review these 
different processing procedures and timeframes, and amend its rules to 
synchronize and harmonize these procedures to the extent possible to 
reduce confusion. The commenters specifically identified inconsistent 
publication and public comment procedures as problematic.
    OTS agrees that it is appropriate to provide more consistency 
between the publication and public comment procedures for various 
filings. Based on its review of conflicting requirements, OTS is 
revising certain applications procedures.
1. Public Notice Requirements
    Timing of publication. OTS requires applicants to publish a 
newspaper notice soliciting public comment on certain types of 
applications. Under the uniform application procedures at 12 CFR part 
516, subpart B, an applicant must publish a newspaper notice no earlier 
than seven days before the filing of the application and no later than 
the date of filing of the application.\14\ By contrast, OTS regulations 
governing applications for conversions from mutual to stock form and 
change of control applications require an application to make its 
newspaper publication no earlier than three calendar days before, and 
no later than three calendar days after, filing of the application.\15\ 
OTS is conforming the publication dates for the mutual to stock 
conversion rules and the change of control rules to the publication 
requirements for other applications.
    Number of publications. OTS also reviewed whether it may make the 
number of required newspaper publications more consistent for OTS 
applications. OTS existing rules require a one-time newspaper 
publication for

[[Page 68242]]

most applications.\16\ Regulations governing applications filed under 
the Bank Merger Act (BMA), however, provide for weekly publications 
over a 30-day period.\17\
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    \14\ 12 CFR 516.60.
    \15\ 12 CFR 563b.180(a) and 574.6(d).
    \16\ 12 CFR part 516, subpart B (application processing 
requirements in general) and 12 CFR 574.6(d) (change of control).
    \17\ 12 CFR 563.22(e)(1).
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    Because the underlying BMA statute (12 U.S.C. 1828 (c)(3)) states 
that BMA notices must be published ``at appropriate intervals'' in a 
newspaper of general circulation, the only way to achieve a uniform 
requirement would be to require multiple notices for all applications. 
OTS believes that it would be unduly burdensome to make its rules 
consistent on this point and has retained the single publication 
requirement for all applications, except BMA applications.
2. Public Comment Procedures
    Public comment period. Several EGRPRA commenters urged OTS to make 
the public comment period consistent for all applications. The comment 
period for most applications is 25 calendar days from the filing date 
of the application.\18\ The comment period for a change of control 
application, however, is 20 days from the filing date. OTS may extend 
this period for an additional 20 days, for a total of 40 days.\19\ The 
BMA rules at 12 CFR 563.22(e)(4) generally provide for a 30-day public 
comment period. This time period is prescribed by statute.\20\ The 
mutual to stock conversion rules provide for a 20-day comment 
period.\21\
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    \18\ 12 CFR 516.140.
    \19\ 12 CFR 574.6(e).
    \20\ 12 U.S.C. 1828(c)(3) states that the notice of the proposed 
transaction must be published during a period that is at least as 
long as the period allowed for the Attorney General and other 
federal banking agencies to furnish reports under 12 U.S.C. 
1828(c)(4). This time period is generally 30 days, but can be 10 
days if the agency advises the Attorney General and the other 
banking agencies that an emergency exists requiring expeditious 
action. The statute does not specify when the 30-day or 10-day time 
period commences. 12 U.S.C. 1828(c)(3).
    \21\ 12 CFR 563b.180.
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    OTS has established a single comment period for all applications. 
OTS is establishing a standard public comment period of 30 days after 
the date of publication of the initial public notice. This change will 
provide greater uniformity in application processing, which was 
important to the commenters on the EGRPRA application.
    Late-filed comments. The existing rules require OTS to consider a 
late-filed comment if certain requirements are met.\22\ To provide OTS 
with sufficient flexibility to ensure the timely processing of 
applications, the interim final rule provides OTS with the discretion 
to consider a late-filed comment. Under the interim final rule, OTS 
will consider a late-filed comment only if it determines that the 
comment will assist in the disposition of the application.
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    \22\ 12 CFR 516.140(b). OTS will consider a late-filed comment 
if: (1) Within the comment period, the commenter demonstrates to OTS 
good cause why the commenter could not submit a timely comment; or 
(2) OTS concludes that the comment addresses a significant 
regulatory concern and will assist in the disposition of the 
application.
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3. Related Changes
    In connection with the above changes, OTS reviewed the publication 
and comment procedures contained in the OTS Acquisition of Control 
Regulations at 12 CFR 574.6(d) and (e). These rules substantially 
duplicate the general application processing rules at 12 CFR part 516, 
subparts B and C. Rather than continue to restate these procedures in 
part 574, OTS is substituting appropriate cross-references to part 516, 
subparts B and C. This change will eliminate certain requirements 
regarding publication of notices. OTS believes that these requirements 
can be eliminated because they are unnecessarily burdensome or include 
materials that are best set out in OTS handbooks.\23\ OTS has made 
similar revisions to the public notice and comment requirements in the 
mutual to stock conversion regulation in 12 CFR part 563b.
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    \23\ E.g., 12 CFR 574.6(d)(1) (An acquiror must publish in the 
``business section'' of a newspaper); 12 CFR 574.6(d)(2) (An 
acquiror must publish ``in a manner that is conspicuous to the 
average reader''); and 12 574.6(d)(2) (Acquirors must publish the 
notice substantially in the form set out in the regulations).
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    The interim final rule also clarifies that the procedures currently 
described in 12 CFR 563.22(e)(1) through (4) apply only to certain Bank 
Merger Act applications and restates these Bank Merger Act application 
procedures in plain language. Finally, the interim final rule deletes 
the public notice, public comment, and meeting procedures from the 
mutual holding company reorganization procedures at 12 CFR part 575. 
Instead, the rule clarifies that mutual holding company reorganizations 
under part 575 are subject to public notice, public comment and meeting 
requirements under the Bank Merger Act regulations at Sec.  
563.22(e)(1) and the Savings and Loan Holding Company Act regulations 
at Sec.  574.6(d) and (e).

D. Application Processing--Formal and Informal Meetings

    OTS rules at 12 CFR part 516, subpart D address informal and formal 
meetings held in connection with OTS applications. Under these rules, 
if a commenter requests a meeting, OTS must arrange an informal meeting 
to discuss issues raised in an application. OTS may conduct this 
informal meeting in any format, including a telephone conference or a 
face-to-face meeting. Following the informal meeting, an informal 
meeting participant may request a formal meeting. OTS must hold a 
formal meeting if requested.\24\
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    \24\ 12 CFR 516.170 and 516.180.
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    One commenter on the EGRPRA notice asserted that some commenters 
may request informal and formal meetings solely to delay the processing 
of an application. Moreover, in many situations commenters wish to 
raise facts and circumstances that are already known to OTS or raise 
issues that are only marginally related to the applicable approval 
criteria. To ensure that OTS is not required to conduct unnecessary 
meetings, the commenters urged OTS to conform its meeting procedures 
more closely to the procedures used by the other banking agencies. 
Specifically, the commenters urged OTS to revise its rules to require 
meetings only where there are material issues of fact.
    Based on these considerations, OTS has revised its meeting 
procedures. The interim final rule eliminates the requirement that OTS 
must hold formal and informal meetings whenever a commenter makes a 
request for the meeting. Instead, the rule states that OTS will grant 
meeting requests only when it finds that written submissions are 
insufficient to address facts or issues raised by an application, or it 
otherwise determines that a meeting will benefit its decision-making 
process. OTS may limit the issues to be considered at the meeting to 
issues that OTS decides are relevant or material. The interim final 
rule continues to permit OTS to arrange a meeting on its own 
initiative.
    If OTS decides to conduct a meeting, it will invite the applicant 
and any commenter that requested a meeting and raised an issue that OTS 
intends to consider at the meeting. OTS may also invite other 
interested persons to participate in the meeting. The interim final 
rule does not specify the procedures governing the conduct of meetings. 
Rather, to provide OTS with the maximum flexibility, the rule states 
that OTS may conduct a meeting in any format, such as a telephone 
conference,

[[Page 68243]]

face-to-face meeting, or a more formal meeting.
    Under the current rules, if OTS decides to conduct a meeting, it 
must suspend applicable application processing time frames, including 
the time frames for deeming an application complete and the applicable 
approval time frames.\25\ OTS has found that it is not always necessary 
to suspend applicable time frames when it conducts a meeting. To permit 
greater flexibility and prevent undue delay in processing applications, 
the rule provides OTS with discretion to suspend applicable time 
frames.
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    \25\ 12 CFR 516.190.
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E. Other Changes

1. Section 528.4--Nondiscriminatory Advertising
    Section 528.4 requires savings associations to include facsimiles 
of the equal housing lender logotype and legend in all advertising 
``other than for savings.'' As a result, savings associations must 
include the logotype and legend in advertising for all types of 
lending, including lending that is unrelated to housing, such as credit 
card loans, commercial loans, and educational loans. By contrast, 
related rules issued by the other banking agencies require the display 
of the equal housing lender logotype and legend only with respect to 
advertisements for housing-related loans.\26\
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    \26\ Compare 12 CFR 338.8 (FDIC).
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    OTS believes that its current requirement is too broad and imposes 
an unnecessary burden. Accordingly, OTS is amending Sec.  528.4 to 
require displays of the equal housing logotype and legend only in 
advertisements for loans for the purpose of purchasing, constructing, 
improving, repairing, or maintaining a dwelling or loans secured by a 
dwelling.
2. Section 545.74--Securities Brokerage
    12 CFR 545.74 addresses securities brokerage activities of service 
corporations. These requirements, which were originally promulgated in 
1989, are largely obsolete, contain provisions that conflict with 
current law and guidance, and are confusing to the thrift industry. For 
example, this rule addresses third party brokerage arrangements between 
service corporations of Federal savings associations and broker-dealers 
to provide non-deposit investment products to customers. The Securities 
and Exchange Commission (SEC) requires such service corporations to 
register with SEC as broker-dealers. As a result, these service 
corporations are subject to investor protection and other rules issued 
by SEC and the National Association of Securities Dealers, which 
overlap with many provisions in the OTS regulation.\27\
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    \27\ On July 11, 2003, OTS issued CEO Memorandum 178, 
which indicated that savings associations using a service 
corporation for networking arrangements should either replace the 
contract between the service corporation and the broker-dealer with 
a contract between the savings association and the broker-dealer, or 
register the service corporation as a broker-dealer.
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    Accordingly, in this interim rule, OTS is deleting existing Sec.  
545.74. OTS, however, is revising its pre-approved list of service 
corporation activities at Sec.  559.4 to continue to permit service 
corporations to execute transactions in securities on an agency or 
riskless principal basis upon the order and for the accounts of 
customers and to provide investment advice, provided the service 
corporation registers with SEC or State securities regulators as 
required by applicable federal and state laws and regulations.\28\
---------------------------------------------------------------------------

    \28\ OTS has made an unrelated clarifying change to section 
559.4(f)(3). This section specifically lists insurance brokerage or 
agency for liability, casualty, automobile, life, health, accident, 
or title insurance as a pre-approved activity for service 
corporations. Section 559.4(i) already permits service corporations 
to conduct activities on behalf of a customer on other than ``as 
principal'' basis. Since insurance brokerage and agency activities 
are subsumed within this new category, OTS deleted this duplicative 
reference. OTS emphasizes that this change does not, in any way, 
alter the pre-approved insurance activities of service corporations.
---------------------------------------------------------------------------

3. Section 563.181--Reports of Change of Control of Mutual Savings 
Associations
    In 1968, the Federal Home Loan Bank Board adopted a regulation 
requiring mutual savings associations to report changes in control as 
required under section 407 of the National Housing Act.\29\ The 
regulation, which is currently codified at 12 CFR 563.181, has remained 
substantially unchanged since 1969. The underlying statute, however, 
was repealed in 1989.\30\
---------------------------------------------------------------------------

    \29\ 12 CFR 563.18-1, 33 FR 15277 (Oct. 15, 1968).
    \30\ Title IV of the National Housing Act, including section 
407, was repealed in 1989. Pub. L. 101-73, Title IV, Sec.  407, Aug. 
9, 1989, 103 Stat. 363.
---------------------------------------------------------------------------

    OTS does not believe that mutual associations should be required to 
routinely submit change of control reports. Changes in control of 
mutual associations are rare and OTS believes that its existing 
supervisory procedures are sufficient to identify when such a change 
does occur without requiring a mutual association to submit a report. 
Accordingly, OTS has deleted Sec.  563.181 as unnecessary.
4. Section 563.183--Reports of Change in Chief Executive Officer or 
Director
    Existing Sec.  563.183 requires savings associations and savings 
and loan holding companies to report changes of chief executive 
officers and directors if the change occurs within 60 days before or 12 
months after a change of control. This rule implements a statutory 
requirement at 12 U.S.C. 1817(j)(12). OTS believes that this statutory 
provision is outdated and should be eliminated, and will seek the 
legislative repeal of this requirement.
    In the interim, OTS has decided to delete 12 CFR 563.183 and rely 
solely on the statutory requirement. This action will reduce burden in 
two ways. First, savings and loan holding companies will not be 
required to report changes of chief executive officers or directors. 
The statute requires reports only from savings associations. Second, 
this action eliminates the regulatory reporting requirement when a 
change of officer or director occurs within 60 days before a change of 
control. The statute only addresses changes of officers or directors 
that occur within 12 months after a change of control.
5. Section 567.13--Obligation of Acquirors of Savings Associations To 
Maintain Capital
    Under 12 CFR 567.13, a person or company that controls a savings 
association and that is subject to a capital maintenance obligation, 
must notify OTS before it divests control of the thrift. Upon the 
receipt of notice, OTS will conduct an examination to determine whether 
there is a capital deficiency. If there is a deficiency, the person or 
company may not divest control of the savings association unless it 
pays or guarantees payment of the deficiency.
    OTS has deleted this rule as obsolete. OTS no longer requires 
acquirors to execute capital maintenance agreements. Sufficient 
statutory and regulatory protections now exist to ensure that savings 
associations maintain adequate capital and to enable OTS to address 
capital deficiencies promptly and thoroughly.\31\
---------------------------------------------------------------------------

    \31\ Under the Prompt Corrective Action provisions of section 38 
of FDICIA (12 U.S.C. 1831o(e)(2)(C)) and OTS implementing 
regulations (12 CFR 565.5), OTS may not approve a capital 
restoration plan for any ``undercapitalized'' institution unless 
each company that controls the institution: (1) Guarantees that the 
institution will comply with the plan until the institution has been 
adequately capitalized for four consecutive quarters; and (2) 
provides appropriate assurances of performance of the plan.

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

[[Page 68244]]

6. Miscellaneous Technical Revisions
    OTS has included miscellaneous technical revisions in this rule. 
For example, the interim final rule updates cross-references to deleted 
or revised rules.

III. Regulatory Analysis

A. Administrative Procedure Act

    Section 553 of the Administrative Procedure Act exempts rules of 
agency organization, procedure, and practice from notice and comment 
procedures. 5 U.S.C. 553. OTS finds that prior notice and public 
comment are not required to the extent that this rule: (1) Modifies 
publication requirements, public comment procedures, and meeting 
procedures that are used in the processing of applications and notices 
filed with OTS; (2) revises the application and notice requirements for 
branch and agency offices; and (3) eliminates obsolete reporting 
requirements.
    The rule also eliminates obsolete rules that address securities 
brokerage activities by service corporations and capital maintenance 
obligations. OTS finds good cause for issuing these rule changes as an 
interim final rule. The continued inclusion of these provisions in the 
code of Federal regulations is confusing and likely to mislead the 
regulated entities. Accordingly, OTS finds that notice and public 
comment on these rule changes are impractical, unnecessary, and 
contrary to the public interest.

B. Plain Language Requirement

    Section 722 of the Gramm-Leach-Bliley Act of 1999 requires federal 
banking agencies to use ``plain language'' in all proposed and final 
rules published after January 1, 2000. We invite your comments on how 
to make this rule easier to understand. For example:
    (1) Have we organized the material to suit your needs?
    (2) Are the requirements in the rule clearly stated?
    (3) Does the rule contain technical language or jargon that isn't 
clear?
    (4) Would a different format (grouping and order of sections, use 
of headings, paragraphing) make the rule easier to understand?
    (5) Would more (but shorter) sections be better?
    (6) What else could we do to make the rule easier to understand?

C. Paperwork Reduction Act

    In accordance with the requirements of the Paperwork Reduction Act 
of 1995, OTS may not conduct or sponsor, and a respondent is not 
required to respond to, an information collection unless it displays a 
currently valid Office of Management and Budget (OMB) control number. 
This interim final rule would continue to incorporate the information 
collection requirements contained in 12 CFR 543.2 and 552.2-1, 
currently approved under OMB Control No. 1550-0005, and does not make 
any material changes that affect the overall burden of compliance.
    OTS also gives notice that the proposed revised collections of 
information--OMB Control Nos. 1550-0006, 1550-0011, 1550-0013, 1550-
0014, 1550-0015, 1550-0016, 1550-0018, 1550-0056 and 1550-0072--were 
submitted to OMB for review and approval. At the end of the comment 
period, the comments and recommendations received will be analyzed to 
determine whether any of the information collections should be 
modified. Any material modifications will be submitted to OMB for 
review and approval. All comments will become a matter of public 
record.
    Send comments, referring to the collection by title of the proposal 
or by OMB approval number, to OMB and OTS at these addresses: Mark D. 
Menchik, Office of Information and Regulatory Affairs, Office of 
Management and Budget, Room 10236, New Executive Office Building, 
Washington, DC 20503, or e-mail to [email protected]; and 
Information Collection Comments, Chief Counsel's Office, Office of 
Thrift Supervision, 1700 G Street, NW., Washington, DC 20552, by fax to 
(202) 906-6518, or by e-mail to [email protected]. 
OTS will post comments and the related index on the OTS Internet Site 
at http://www.ots.treas.gov. In addition, interested persons may 
inspect comments at the Public Reading Room, 1700 G Street, NW., by 
appointment. To make an appointment, call (202) 906-5922, send an e-
mail to [email protected], or send a facsimile transmission to 
(202) 906-7755. To obtain a copy of the submission to OMB, contact 
Marilyn K. Burton at [email protected], (202) 906-6467, or 
facsimile number (202) 906-6518, Regulations and Legislation Division, 
Chief Counsel's Office, Office of Thrift Supervision, 1700 G Street, 
NW., Washington, DC 20552.
    Comments are invited on:
    (a) Whether the collection of information is necessary for the 
proper performance of OTS's functions, including whether the 
information has practical utility;
    (b) The accuracy of the estimates of the burden of the information 
collection, including the validity of the methodology and assumptions 
used;
    (c) Ways to enhance the quality, utility, and clarity of the 
information to be collected;
    (d) Ways to minimize the burden of the information collection 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.
    In this interim final rule, OTS is soliciting comments concerning 
the following information collections.

Branch Offices:

    Title of Proposal: Branch Offices.
    OMB Control No.: 1550-0006.
    Form Number: OTS Forms 1450 and 1558.
    Regulation Requirement: 12 CFR 545.93 and 545.95.
    Affected Public: Savings associations.
    Abstract: This interim rule revises, and under certain 
circumstances eliminates, the application and notice requirements for 
branch and home offices under 12 CFR 545.93 and 545.95. Revised 12 CFR 
Sec. Sec.  545.93(a) and 545.95(a) require Federally-chartered 
institutions proposing to establish or change the location of a home or 
branch office to file an application or notice with OTS, unless one of 
the exceptions under Sec.  545.93(b) applies. OTS analyzes each 
application or notice to ensure that there are no supervisory 
objections and that it meets all regulatory requirements. The remaining 
requirements in this information collection are unaffected by this 
interim rule, but are included in the overall burden estimate discussed 
below.
    Estimated Number of Respondents: 897.\32\
---------------------------------------------------------------------------

    \32\ The estimate of 897 respondents refers to the number of 
institutions that will incur a recordkeeping burden for maintaining 
branch closing policies described in the Interagency Branch Closing 
Policy Statement. Based on the number of applications and notices 
received during the period October 21, 2003 through October 20, 
2004, OTS estimates that, at most, 28 institutions will file 
applications or notices under Sec.  545.95.
---------------------------------------------------------------------------

    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: Applications--2 hours; branch 
closing notices--.2 hours; recordkeeping (for policies required under 
the Interagency Branch Closing Policy Statement)--.25 hour; publication 
and posting--1 hour.
    Estimated Total Burden: 484 hours.


[[Page 68245]]


Agency Office:

    Title of Proposal: General Reporting and Recordkeeping by Savings 
Associations: Agency Office.
    OMB Control No.: 1550-0011.
    Regulation Requirement: 12 CFR 545.96.
    Affected Public: Savings associations.
    Abstract: This interim final rule revises 12 CFR 545.96, which sets 
forth the guidelines for agency offices. This collection of information 
is part of a larger collection that covers general reporting and 
recordkeeping.
    Estimated Number of Respondents: 20.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 1 hour.
    Estimated Total Burden: 20 hours.

Securities Brokerage:

    Title of Proposal: Request for Service Corporation Activity.
    OMB Control No.: 1550-0013.
    Form Number: OTS Form 1566.
    Regulation Requirement: 12 CFR 559.3 and 559.12.
    Affected Public: Savings associations.
    Abstract: 12 CFR 545.74 addresses the authority of a service 
corporation of a Federal savings association to act as a broker or a 
dealer and to enter into third party brokerage arrangements, and 
includes various restrictions on these activities. This interim final 
rule continues to authorize such broker-dealer activities at Sec.  
559.4 but eliminates the OTS restrictions on these activities in 
existing Sec.  545.74, thereby reducing burden in this information 
collection. The remaining requirements for this information collection 
are found at 12 CFR 559.12, which governs the issuance of securities. 
These requirements are otherwise unaffected by this rule, but are 
included in the overall burden estimates described below. These 
remaining requirements allow OTS to review service corporation 
activities and to ensure that they will not adversely affect an 
institution's safety and soundness.
    Estimated Number of Respondents: 24 (preapproved activities); 4 
(other activities).
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: .25 hours (preapproved 
activities); 2 hours (other activities).
    Estimated Total Burden: 6 hours (preapproved activities); 8 hours 
(other activities)--14 hours total burden hours.

Mutual to Stock Conversion:

    Title of Proposal: Application for Mutual to Stock Conversion.
    OMB Control No.: 1550-0014.
    Form Numbers: OTS Forms 1680, 1681, 1682, and 1683.
    Regulation Requirement: 12 CFR part 563b.
    Affected Public: Savings associations.
    Abstract: Sections 5(i) (standard conversions) and 5(p) 
(supervisory conversions) of the Home Owners' Loan Act (HOLA) authorize 
mutual to stock conversions. 12 CFR part 563b governs mutual to stock 
conversions. This interim final rule revises the public notice and 
comment procedures for conversion applications. The remaining 
requirements in this information collection are unaffected by this 
interim rule, but are included in the overall burden estimates 
described below.
    Estimated Number of Respondents: 7.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 510 hours.
    Estimated Total Burden: 3,570 hours.

Savings Associations Holding Company Application:

    Title of Proposal: Savings Associations Holding Company 
Application.
    OMB Control No.: 1550-0015.
    Form Number: Form H-(e).
    Regulation Requirement: 12 CFR part 574.
    Affected Public: Savings associations.
    Abstract: Section 10(e) of the Home Owners' Loan Act (Act), as 
amended, and part 574 of the regulations promulgated thereunder provide 
that, unless a transaction is exempt under 12 CFR 574.3(c), no company 
or any director who owns, controls, or holds with power to vote (or 
holds proxies representing) more than 25 percent of the voting stock of 
a savings association holding company, may acquire control of a savings 
association without the prior written approval of OTS. This interim 
final rule revises certain procedural requirements found at Sec.  
574.6. The remaining requirements in this information collection are 
unaffected by this interim rule, but are included in the overall burden 
estimates discussed below.
    Estimated Number of Respondents: 50.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 450 hours.

    Estimated Total Burden: 22,500 hours.
Savings Associations--Operations:

    Title of Proposal: Merger Applications.
    OMB Control No.: 1550-0016.
    Regulation Requirement: 12 CFR 563.22(a), 546, and 552.13.
    Affected Public: Savings associations.
    Abstract: OTS merger regulations are found at 12 CFR 563.22(a), and 
corporate governance requirements are found at 12 CFR part 546 and 12 
CFR 552.13. This interim final rule revises and clarifies the 
requirements found at Sec.  563.22(e) that apply to applications filed 
under Sec.  563.22(a). The remaining requirements in this information 
collection are unaffected by this interim rule, but are included in the 
overall burden estimates discussed below.
    Estimated Number of Respondents: 16.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 31 hours.
    Estimated Total Burden: 496 hours.

Charter Amendments:

    Title of Proposal: Amendment of Savings Association Charter.
    OMB Control No.: 1550-0018.
    Regulation Requirement: 12 CFR 544.2 and 552.4.
    Affected Public: Savings associations.
    Abstract: 12 CFR parts 544 and 552 require a federally chartered 
savings association to obtain agency approval of any changes in its 
charter that are not preapproved by regulation. This interim rule 
changes charter provisions addressing home office designations under 12 
CFR 544.2(b)(3) and 552.4(b)(2). The remaining charter provisions 
covered by this information collection requirement are unaffected by 
this interim rule, but are included in the overall burden estimates 
discussed below.
    Estimated Number of Respondents: 27.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 6 hours.
    Estimated Total Burden: 162 hours.

Application Processing:

    Title of Proposal: Application Filing Requirements.
    OMB Control No.: 1550-0056.
    Regulation Requirement: 12 CFR part 516.
    Affected Public: Savings associations.
    Abstract: OTS regulations require that applications, notices, or 
other filings must be submitted to the appropriate Regional Office of 
OTS, unless specifically noted otherwise in the procedures for a 
particular filing. OTS reviews applications for completeness and 
compliance with legal requirements and for safety and soundness 
concerns. This submission reflects changes to certain application 
procedural requirements in an effort to provide more consistency among 
publication,

[[Page 68246]]

public comment, and meeting procedures for various filings. The 
remaining requirements are unaffected by this interim rule, but are 
included in the overall burden estimates discussed below.
    Estimated Number of Respondents: 2,108.
    Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 17 hours.
    Estimated Total Burden: 358 hours.

Mutual Holding Company:

    Title of Proposal: Mutual Holding Company.
    OMB Number: 1550-0072.
    Form Numbers: OTS Forms 1522 (MHC-1) and 1523 (MHC-2).
    Regulation requirement: 12 CFR part 575.
    Description: These information collections are necessary to fulfill 
statutory and regulatory requirements and to facilitate review of 
transactions to prevent insider abuse and unsafe and unsound practices 
by mutual holding companies and their subsidiaries. This interim final 
rule revises certain procedural requirements found at Sec.  575.13. The 
remaining requirements covered by this information collection are 
unaffected by this interim rule, but are included in the overall burden 
estimate discussed below.
    Affected Public: Savings Associations.
    Estimated Number of Respondents: 35.
    Estimated Frequency of Response: Event-generated.
    Estimated Burden Hours per Response: 350 hours.
    Estimated Total Burden: 12,250 hours.

D. Regulatory Flexibility Act

    Pursuant to section 605(b) of the Regulatory Flexibility Act, OTS 
certifies that this interim final rule will not have a significant 
economic impact on a substantial number of small entities. The rule 
makes various changes to OTS application and reporting requirements 
that reduce regulatory burdens on all savings associations, including 
small savings associations. These changes should not have a significant 
impact on small institutions. Accordingly, OTS has determined that 
regulatory flexibility analysis is not required.

E. Executive Order 12866

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

F. Unfunded Mandates Reform Act of 1995

    Section 202 of the Unfunded Mandates Reform Act of 1995, Public Law 
104-4 (Unfunded Mandates Act) requires an agency to prepare a budgetary 
impact statement before promulgating a rule that includes a Federal 
mandate that may result in expenditure by State, local, and tribal 
governments, in the aggregate, or by the private sector, of $100 
million or more in any one year. If a budgetary impact statement is 
required, section 205 of the Unfunded Mandates Act also requires an 
agency to identify and consider a reasonable number of regulatory 
alternatives before promulgating a rule. The interim final rule makes 
various changes that should reduce regulatory burdens on all savings 
associations. Accordingly, OTS has determined that this rule will not 
result in expenditures by State, local, and tribal governments, or by 
the private sector, of $100 million or more and that a budgetary impact 
statement is not required.

List of Subjects

12 CFR Part 506

    Reporting and recordkeeping requirements.

12 CFR Part 516

    Administrative practice and procedure, Reporting and recordkeeping 
requirements, Savings associations.

12 CFR Part 528

    Advertising, Aged, Civil rights, Credit, Equal employment 
opportunity, Fair housing, Home mortgage disclosure, Individuals with 
disabilities, Marital status discrimination, Mortgages, Religious 
discrimination, Reporting and recordkeeping requirements, Savings 
associations, Sex discrimination, Signs and symbols.

12 CFR Parts 543 and 544

    Reporting and recordkeeping requirements, Savings associations.

12 CFR Part 545

    Accounting, Consumer protection, Credit, Electronic funds 
transfers, Investments, Reporting and recordkeeping requirements, 
Savings associations.

12 CFR Parts 552 and 563b

    Reporting and recordkeeping requirements, Savings associations, 
Securities.

12 CFR Part 559

    Reporting and recordkeeping requirements, Savings associations, 
Subsidiaries.

12 CFR Part 563

    Accounting, Advertising, Crime, Currency, Investments, Reporting 
and recordkeeping requirements, Savings associations, Securities, 
Surety bonds.

12 CFR Part 567

    Capital, Reporting and recordkeeping requirements, Savings 
associations.

12 CFR Part 574

    Administrative practice and procedure, Holding companies, Reporting 
and recordkeeping requirements, Savings associations, Securities.

12 CFR Part 575

    Administrative practice and procedure, Capital, Holding companies, 
Reporting and recordkeeping requirements, Savings associations, 
Securities.

Authority and Issuance

0
For the reasons outlined in the preamble, the Office of Thrift 
Supervision amends chapter V of title 12 of the Code of Federal 
Regulations, as set forth below:

PART 506--INFORMATION COLLECTION REQUIREMENTS UNDER THE PAPERWORK 
REDUCTION ACT

0
1. The authority citation for part 506 continues to read as follows:

    Authority: 44 U.S.C. 3501 et seq.


0
2. Remove the entries for Sec. Sec.  545.74, 545.92, 545.95, 563.181, 
and 563.183 in the display chart at Sec.  506.1(b), add a new entry for 
Sec. Sec.  545.93 and 545.95 to read as follows:


Sec.  506.1  OMB control numbers assigned pursuant to the Paperwork 
Reduction Act.

* * * * *
    (b) Display.

------------------------------------------------------------------------
     12 CFR part or section where identified and          Current OMB
                      described                          control number
------------------------------------------------------------------------
                                * * * * *
545.93 and 545.95....................................          1500-0006
                                * * * * *
------------------------------------------------------------------------

PART 516--APPLICATION PROCESSING PROCEDURES

0
3. The authority citation for part 516 continues to read as follows:

    Authority: 5 U.S.C. 552, 559; 12 U.S.C. 1462a, 1463, 1464, 2901 
et seq.


0
4. Revise Sec.  516.70 to read as follows:

[[Page 68247]]

Sec.  516.70  Where must I publish the public notice?

    You must publish the notice in a newspaper having a general 
circulation in the communities indicated in the following chart:

------------------------------------------------------------------------
                                               You must publish in the
             If you file . . .               following communities . . .
------------------------------------------------------------------------
(a) An application for permission to        The community in which your
 organize under Sec.   543.2 of this         home office is located.
 chapter, a Bank Merger Act application
 under 563.22(a) of this chapter, an
 application to convert to is a federal
 charter under Sec.   543.8 or Sec.
 552.2-6 of this chapter, or an
 application for a mutual to stock
 conversion under part 563b of this
 chapter . . .
(b) An application to establish a branch    The community to be served
 office under Sec.   545.95 of this          by the branch office.
 chapter . . .
(c) An application for the change of        The community in which the
 permanent location of a home or branch      existing office is located
 office under Sec.   545.95 of this          and the community to be
 chapter . . .                               served by the new office.
(d) A holding company application or a      The community in which the
 change of control notice under part 574     home office of the savings
 of this chapter . . .                       association whose stock is
                                             to be acquired is located
                                             and, if applicable, the
                                             community in which the home
                                             office of the acquiror's
                                             largest subsidiary savings
                                             association is located.
------------------------------------------------------------------------


0
5. Revise Sec.  516.120(b) to read as follows:


Sec.  516.120  What information should a comment include?

* * * * *
    (b) A commenter must include any request for a meeting under Sec.  
516.170 in its comment. The commenter must describe the nature of the 
issues or facts to be discussed and the reasons why written submissions 
are insufficient to adequately address these facts or issues.

0
6. Revise Sec.  516.140 to read as follows:


Sec.  516.140  How long is the comment period?

    (a) General. Except as provided in paragraph (b) of this section, a 
commenter must file a written comment with OTS within 30 calendar days 
after the date of publication of the initial public notice.
    (b) Late-filed comments. OTS may consider late-filed comments if 
OTS determines that the comment will assist in the disposition of the 
application.

0
7. Remove Sec.  516.150.


0
8. Revise subpart D of part 516 to read as follows:

Subpart D--Meeting Procedures


Sec.  516.160  What does this subpart do?

    This subpart contains meeting procedures. It applies whenever a 
regulation incorporates the procedures in this subpart, or when 
otherwise required by OTS.


Sec.  516.170  When will OTS conduct a meeting on an application?

    (a) OTS will grant a meeting request or conduct a meeting on its 
own initiative, if it finds that written submissions are insufficient 
to address facts or issues raised in an application, or otherwise 
determines that a meeting will benefit the decision-making process. OTS 
may limit the issues considered at the meeting to issues that OTS 
decides are relevant or material.
    (b) OTS will inform the applicant and all commenters requesting a 
meeting of its decision to grant or deny a meeting request, or of its 
decision to conduct a meeting on its own initiative.
    (c) If OTS decides to conduct a meeting, OTS will invite the 
applicant and any commenters requesting a meeting and raising an issue 
that OTS intends to consider at the meeting. OTS may also invite other 
interested persons to attend. OTS will inform the participants of the 
date, time, location, issues to be considered, and format for the 
meeting a reasonable time before the meeting.


Sec.  516.180  What procedures govern the conduct of the meeting?

    (a) OTS may conduct meetings in any format including, but not 
limited to, a telephone conference, a face-to-face meeting, or a more 
formal meeting.
    (b) The Administrative Procedure Act (5 U.S.C. 551 et seq.), the 
Federal Rules of Evidence (28 U.S.C. Appendix), the Federal Rules of 
Civil Procedure (28 U.S.C. Rule 1 et seq.) and the OTS Rules of 
Practice and Procedure in Adjudicatory Proceedings (12 CFR part 509) do 
not apply to meetings under this section.


Sec.  516.185  Will OTS approve or disapprove an application at a 
meeting?

    OTS will not approve or deny an application at a meeting under this 
subpart.


Sec.  516.190  Will a meeting affect application processing time 
frames?

    If OTS decides to conduct a meeting, it may suspend applicable 
application processing time frames, including the time frames for 
deeming an application complete and the applicable approval time frames 
in subpart E of this part. If OTS suspends applicable application 
processing time frames, the time period will resume when OTS determines 
that a record has been developed that sufficiently supports a 
determination on the issues considered at the meeting.

PART 528--NONDISCRIMINATION REQUIREMENTS

0
9. The authority citation for part 528 continues to read as follows:

    Authority: 12 U.S.C. 1464, 2810 et seq., 2901 et seq., 15 U.S.C. 
1691; 42 U.S.C. 1981, 1982, 3601-3619.


0
10. Revise the introductory text to Sec.  528.4 to read as follows:


Sec.  528.4  Nondiscriminatory advertising.

    No savings association may directly or indirectly engage in any 
form of advertising that implies or suggests a policy of discrimination 
or exclusion in violation of title VIII of the Civil Rights Acts of 
1968, the Equal Credit Opportunity Act, or this part 528. 
Advertisements for any loan for the purpose of purchasing, 
constructing, improving, repairing, or maintaining a dwelling or any 
loan secured by a dwelling shall include a facsimile of the following 
logotype and legend:
* * * * *

PART 543--FEDERAL MUTUAL SAVINGS ASSOCIATIONS--INCORPORATION, 
ORGANIZATION, AND CONVERSION

0
11. The authority citation for part 543 continues to read as follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a, 2901 et 
seq.


0
12. Revise Sec.  543.2(f) to read as follows:

[[Page 68248]]

Sec.  543.2  Application for permission to organize.

* * * * *
    (f) Meetings. OTS may arrange a meeting in accordance with the 
procedures in subpart D of part 516 of this chapter.
* * * * *

PART 544--FEDERAL MUTUAL SAVINGS ASSOCIATIONS--CHARTER AND BY LAWS

0
13. The authority citation for part 544 continues to read as follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a, 2901 et 
seq.


0
14. Revise Sec.  544.2(b)(3) to read as follows:


Sec.  544.2  Charter amendments.

* * * * *
    (b) * * *
    (3) Home office. A Federal mutual savings association may amend its 
charter by substituting a new home office in section 2, if it has 
complied with applicable requirements of Sec.  545.95 of this chapter.
* * * * *

PART 545--FEDERAL SAVINGS ASSOCIATIONS--OPERATIONS

0
15. The authority citation for part 545 continues to read as follows:

    Authority: 12 U.S.C. 1462a, 1463, 1464, 1828.


0
16. Remove Sec.  545.74.

0
17. Revise Sec.  545.91 to read as follows:


Sec.  545.91  Home office.

    (a) All operations of a Federal savings association (``you'') are 
subject to direction from the home office.
    (b) You must notify the appropriate OTS Regional Office if the 
permanent address of your home office changes, unless you have 
submitted an application or notice regarding the change under 
Sec. Sec.  545.93 and 545.95 of this chapter.

0
18. Revise Sec.  545.92 to read as follows:


Sec.  545.92  Branch offices.

    (a) Definition. A branch office of a Federal savings association 
(``you'') is any office other than your home office, agency office, 
administrative office, data processing office, or an electronic means 
or facility under part 555 of this chapter.
    (b) Branching. Subject to the application and notice requirements 
at Sec. Sec.  545.93 and 545.95 of this chapter, you may branch in any 
State or States of the United States and its territories unless the 
location would violate:
    (1) Section 5(r) of the HOLA (12 U.S.C. 1464(r));
    (2) Section 10(e)(3) of the HOLA (12 U.S.C. 1467a(e)(3)); or
    (3) Section 13(k)(4) of the FDIA (12 U.S.C. 1823(k)(4)).
    (c) Preemption. This exercise of OTS authority is preemptive of any 
State law purporting to address the subject of branching by a Federal 
savings association.

0
19. Revise Sec.  545.93 to read as follows:


Sec.  545.93  Application and notice requirements for branch and home 
offices.

    (a) Application and notice requirements. A Federal savings 
association (``you'') must file an application or notice and receive 
OTS approval or non-objection under Sec.  545.95 before you change the 
permanent location of, or establish a new, home or branch office, 
except as provided in this section.
    (b) Exceptions. You are not required to submit an application or 
notice and receive OTS approval or non-objection under Sec.  545.95 
under the following circumstances:
    (1) Drive-in or pedestrian offices. You may establish a drive-in or 
pedestrian office that is located within 500 feet of a public entrance 
to your existing home or branch office, provided the functions 
performed at the office are limited to functions that are ordinarily 
performed at a teller window.
    (2) Short-distance relocation. You may change the permanent 
location of an existing home or branch office to a site that is within 
the market area and short-distance location area of the existing home 
or branch office. The short-distance relocation area of an existing 
office is the area that is within:
    (i) A 1000-foot radius of an existing office that is within a 
Principal City in a Metropolitan Statistical Area (MSA) designated by 
the U.S. Department of Commerce;
    (ii) A one-mile radius of an existing office that is within an MSA, 
but is not within a Principal City; or
    (iii) A two-mile radius of an existing office that is not in an 
MSA.
    (3) Highly-rated Federal savings associations. You may change the 
permanent location of, or establish a new, branch or home office if you 
meet all of the following requirements:
    (i) You are eligible for expedited treatment under Sec.  516.5 of 
this chapter. For the purposes of that section, you must meet the 
capital requirements under part 567 of this chapter before and 
immediately after you change the location of your home or branch office 
or establish a new branch office.
    (ii) You published a notice of your intent to change the location 
of your home or branch office or establish a new branch office. To 
satisfy this publication requirement, you must follow the procedures in 
subpart B of part 516 of this chapter except that:
    (A) Under Sec.  516.55(d) and (e) of this chapter, your public 
notice must state that the public may submit comments to you and to the 
appropriate OTS office(s), and must provide addresses for you and for 
the appropriate OTS office(s) where the public may submit comments;
    (B) Section 516.55(g) of this chapter, which addresses public 
inspections of filings with OTS, does not apply; and
    (C) Under Sec.  516.60 of this chapter, you must publish the public 
notice at least 35 days before you take the proposed action. If you 
publish a public notice more than 12 months before you take the 
proposed action, the publication is invalid.
    (iii)(A) No person files a comment opposing the proposed action 
within 30 days after the date of the publication of the proposed 
notice, or (B) A person files a comment opposing the proposed action 
and OTS determines that the comment raises issues that are not relevant 
to the approval standards in Sec.  545.95(b) of this chapter or that 
OTS action in response to the comment is not required.
    (4) Re-designations of home and branch offices. You may re-
designate an existing branch office as a home office at the same time 
that you re-designate your existing home office as a branch office.
    (c) Section 5(m) of the HOLA. If you are incorporated under the 
laws of, organized in, or do business in the District of Columbia and 
you satisfy the requirements of paragraph (b) of this section, the 
Director of OTS has approved your home or branch office changes under 
section 5(m) of the HOLA.
    (d) Maintenance of branch and home office following conversion, 
consolidation, purchase of bulk assets, merger, or purchase from 
receiver. An existing savings association that converts to a federal 
savings association may maintain an existing office and a federal 
savings association may maintain any office acquired through 
consolidation, purchase of bulk assets, merger or purchase from the 
receiver of an association, except to the extent that the approval of 
the conversion, consolidation, merger, or purchase specifies otherwise.
    (e) Prohibition. You may not file an application or notice (or 
utilize any exception described in paragraph (b) of

[[Page 68249]]

this section) to establish a branch office, if you filed an application 
to merge or otherwise surrender your charter and the application has 
been pending for less than six months.

0
20. Revise Sec.  545.95 to read as follows:


Sec.  545.95  What processing procedures apply to my home or branch 
office application and notices?

    (a) Processing procedures. Applications and notices under Sec.  
545.93 are subject to expedited or standard treatment under the 
application processing procedures at part 516 of this chapter.
    (1) Publication and posting requirements. (i) You must publish a 
public notice of your application or notice in accordance with the 
procedures in subpart B of part 516 of this chapter. Promptly after 
publication, you must transmit copies of the public notice and the 
publisher's affidavit to OTS.
    (ii) If you propose to change the location of an existing office, 
you must also post a notice of the application in a prominent location 
in the office to be relocated. You must post the notice for 30 days 
from the date of publication of the initial public notice.
    (2) Comment procedures. Commenters may submit comments on your 
application or notice in accordance with the procedures in subpart C of 
part 516 of this chapter.
    (3) Meeting procedures. OTS may arrange a meeting in accordance 
with the procedures in subpart D of part 516 of this chapter.
    (4) OTS Review. OTS will process your application or notice in 
accordance with the procedures in subpart E of part 516 of this 
chapter. The applicable review period for applications filed under 
standard treatment is 30 days rather than the time period specified at 
Sec.  516.270(a) of this chapter.
    (b) Approval standards. (1) OTS will approve an application (or not 
object to a notice), if your overall policies, condition, and 
operations afford no basis for supervisory objection.
    (i) You should meet or exceed minimum capital requirements under 
part 567 of this chapter and should be at least adequately capitalized 
as described in Sec.  565.4(b)(2) of this chapter, before and 
immediately after the proposed action. If you are undercapitalized as 
described in Sec.  565.4(b)(3), OTS will deny your application (or 
disapprove your notice), unless the proposed action is otherwise 
permitted under section 38(e)(4) of the FDIA.
    (ii) OTS will evaluate your record of helping to meet the credit 
needs of your entire community, including low- and moderate-income 
neighborhoods, under part 563e of this chapter. OTS may:
    (A) Deny your application or disapprove your notice based upon this 
evaluation; or
    (B) Impose a condition to the approval of your application (or non-
objection to your notice) requiring you to improve specific practices 
and/or aspects of your performance under part 563e of this chapter. In 
most cases, a commitment to improve will not be sufficient to overcome 
a seriously deficient record.
    (2) In reviewing your application and notice, OTS may consider 
information available from any source, including any comments submitted 
by interested parties or views expressed by interested parties at 
meetings with OTS.
    (3) OTS may approve an amendment to your charter in connection with 
a home office relocation under this section.
    (c) Expiration of OTS approval.
    (1) You must open or relocate your office within twelve months of 
OTS approval of your application (or the date of OTS non-objection to 
your notice), unless OTS prescribes another time period. OTS may extend 
the time period if it determines that you are making a good-faith 
effort to promptly open or relocate the proposed office.
    (2) If you do not open or relocate the proposed office within this 
time period, you must comply with the application and notice 
requirements of this section before you may open or relocate the 
proposed office.

0
21. Revise Sec.  545.96 to read as follows:


Sec.  545.96  Agency office

    (a) General. A Federal savings association may establish or 
maintain an agency office to engage in one or more of the following 
activities: (1) Servicing, originating, or approving loans and 
contracts; (2) managing or selling real estate owned by the Federal 
savings association; and (3) conducting fiduciary activities or 
activities ancillary to the association's fiduciary business in 
compliance with subpart A of part 550 of this chapter.
    (b) Additional services. A Federal savings association may request, 
and OTS may approve, any service not listed in paragraph (a) of this 
section, except for payment on savings accounts.
    (c) Records. A Federal savings association must maintain records of 
all business it transacts at an agency office. It must maintain these 
records at the agency office, and must transmit copies to a home or 
branch office.

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

0
22. The authority citation for part 552 continues to read as follows:

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


0
23. Revise Sec.  552.2-1(a)(4) to read as follows:


Sec.  552.2-1  Procedure for organization of Federal stock association.

    (a) * * *
    (4) Meetings. OTS may arrange a meeting in accordance with the 
procedures in subpart D of part 516 of this chapter.
* * * * *
0
24. Revise 552.4(b)(2) to read as follows:


Sec.  552.4  Charter amendments.

* * * * *
    (b) * * *
    (2) Home office. A Federal savings association may amend its 
charter by substituting a new home office in section 2, if it has 
complied with applicable requirements of Sec.  545.95 of this chapter.
* * * * *

PART 559--SUBORDINATE ORGANIZATIONS

0
25. The authority citation for part 559 continues to read as follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1828.


0
26. Revise Sec.  559.4(f) to read as follows:


Sec.  559.4  What activities are preapproved for service corporations?

* * * * *
    (f) Securities activities, liquidity management, and coins.
    (1) Execution of transactions in securities on an agency or 
riskless principal basis solely upon the order and for the account of 
customers or the provision of investment advice. The service 
corporation must register with the Securities and Exchange Commission 
and State securities regulators, as required by applicable Federal and 
State law and regulations.
    (2) Liquidity management;
    (3) Issuing notes, bonds, debentures, or other obligations or 
securities;
    (4) Purchase or sale of coins issued by the U.S. Treasury.
* * * * *

0
27. Revise Sec.  559.12 by removing paragraph (d).

[[Page 68250]]

PART 563--SAVINGS ASSOCIATIONS--OPERATIONS

0
28. The authority citation for part 563 continues to read as follows:

    Authority: 12 U.S.C. 375b, 1462, 1462a, 1463, 1464, 1467a, 1468, 
1817, 1820, 1828, 1831o, 3806; 31 U.S.C. 5318; 42 U.S.C. 4106.

0
29. Revise Sec.  563.22(e) to read as follows:


Sec.  563.22  Merger, consolidation, purchase or sale of assets, or 
assumption of liabilities.

* * * * *
    (e)(1) The following procedures apply to applications described in 
paragraph (a) of this section, unless OTS finds that it must act 
immediately to prevent the probable default of one of the depository 
institutions involved:
    (i) The applicant must publish a public notice of the application 
in accordance with the procedures in subpart B of part 516 of this 
chapter. In addition to the initial publication, the applicant must 
also publish on a weekly basis during the public comment period.
    (ii) Commenters may submit comments on an application in accordance 
with the procedures in subpart C of part 516 of this chapter. The 
public comment period is 30 calendar days after the date of publication 
of the initial public notice. However, if OTS has advised the Attorney 
General that an emergency exists requiring expeditious action, the 
public comment period is 10 calendar days after the date of publication 
of the initial public notice.
    (iii) OTS may arrange a meeting in accordance with the procedures 
in subpart D of part 516 of this chapter.
    (iv) OTS will request the Attorney General, the Office of the 
Comptroller of the Currency, the Board of Governors of the Federal 
Reserve System, and the Federal Deposit Insurance Corporation to 
provide reports on the competitive impacts involved in the transaction.
    (v) OTS will immediately notify the Attorney General of the 
approval of the transaction. The applicant may not consummate the 
transaction before the date established under 12 U.S.C. 1828(c)(6).
    (2) For applications described in Sec.  563.22, certain savings 
associations described below must provide affected accountholders with 
a notice of a proposed account transfer and an option of retaining the 
account in the transferring savings association. The notice must allow 
affected accountholders at least 30 days to consider whether to retain 
their accounts in the transferring savings association. The following 
savings associations must provide the notices:
    (i) A savings association transferring account liabilities to an 
institution the accounts of which are not insured by the Savings 
Association Insurance Fund, the Bank Insurance Fund, or the National 
Credit Union Share Insurance Fund; and
    (ii) Any mutual savings association transferring account 
liabilities to a stock form depository institution.
* * * * *

0
30. Delete Sec.  563.181.

0
31. Delete Sec.  563.183

PART 563b--CONVERSIONS FROM MUTUAL TO STOCK FORM

0
32. The authority citation for part 563b continues to read as follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a, 2901; 15 
U.S.C. 78c, 78l, 78m, 78n, 78w.

0
33. Revise Sec.  563b.180 to read as follows:


Sec.  563b.180  How do I notify the public that I filed an application 
for conversion?

    (a) You must publish a public notice of the application in 
accordance with the procedures in subpart B of part 516 of this 
chapter. You must simultaneously prominently post the notice in your 
home office and all branch offices.
    (b) Promptly after publication, you must file four copies of any 
public notice and an affidavit of publication from each publisher. You 
must file the original and one copy with the Applications Filing Room 
in Washington, and two copies with the appropriate Regional Office at 
the addresses in Sec.  516.40 of this chapter.
    (c) If OTS does not accept your application for conversion under 
Sec.  563b.200 and requires you to file a new application, you must 
publish and post a new notice and allow an additional 30 days for 
comment.

0
34. Revise Sec.  563b.185 to read as follows:


Sec.  563b.185  How may a person comment on my application for 
conversion?

    Commenters may submit comments on your application in accordance 
with the procedures in subpart C of part 516 of this chapter. A 
commenter must file the original and one copy of any comments with the 
Applications Filing Room in Washington and two copies with the 
appropriate Regional Office at the addresses in Sec.  516.40 of this 
chapter.

PART 567--CAPITAL

0
35. The authority citation for part 567 continues to read as follows:

    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a, 1828 
(note).


0
36. Remove Sec.  567.13.

PART 574--ACQUISITION OF CONTROL OF SAVINGS ASSOCIATIONS

0
37. The authority citation for part 574 continues to read as follows:

    Authority: 12 U.S.C. 1467a, 1817, 1831i.


0
38. Revise Sec.  574.6(c)(2)(iii), (d) and (e) to read as follows:


Sec.  574.6  Procedural requirements.

* * * * *
    (c) * * *
    (2) * * *
    (iii) Is materially deficient and will not be processed. The Office 
shall also notify an acquiror in writing within 15 calendar days after 
proper filing of any additional information furnished in response to a 
specific request by the Office as to whether the application or notice 
is thereby deemed to be sufficient. If the Office fails to so notify an 
acquiror within such time, the application or notice shall be deemed to 
be sufficient as of the expiration of the applicable period.
* * * * *
    (d) Public notice. (1) The acquiror must publish a public notice of 
an application under Sec.  574.3(a) or Sec.  574.8 of this chapter or a 
notice under Sec.  574.3(b) of this chapter, in accordance with the 
procedures in subpart B of part 516 of this chapter. Promptly after 
publication, the acquiror must transmit copies of the public notice and 
the publisher's affidavit to OTS.
    (2) The acquiror must provide a copy of the public notice to the 
savings association whose stock is sought to be acquired, and may 
provide a copy of the public notice to any other person who may have an 
interest in the application.
    (3) OTS will notify the appropriate state supervisor and will 
notify persons whose requests for announcements, as described in 12 CFR 
part 563e, Appendix B, have been received in time for the notification. 
OTS may also notify any other persons who may have an interest in the 
application or notice.
    (e) Submission of comments. Commenters may submit comments on the 
application or notice in accordance with the procedures in subpart C of 
part 516 of this chapter.
* * * * *

PART 575--MUTUAL HOLDING COMPANIES

0
39. The authority citation for part 575 continues to read as follows:


[[Page 68251]]


    Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a, 1828, 2901.

0
40. In Sec.  575.13, revise paragraphs (c)(3) and (f), and delete 
paragraphs (c)(4) and (g) to read as follows:


Sec.  575.13  Procedural requirements.

* * * * *
    (c) * * *
    (3) Public notice, public comment, and meetings. This part imposes 
no requirements regarding public notice, public comment, or meetings 
for mutual holding company reorganizations. However, mutual holding 
company reorganizations under this part are subject to applicable 
public notice, public comment, and meeting requirements under the Bank 
Merger Act regulations at Sec.  563.22(e)(1) of this chapter and the 
Savings and Loan Holding Company Act regulations at Sec.  574.6(d) and 
(e) of this chapter.
* * * * *
    (f) Disclosure. The rules governing disclosure of any notice or 
application submitted pursuant to this part, or any public comment 
submitted pursuant to paragraph (c) of this section, shall be the same 
as set forth in Sec.  574.6(f) of this chapter for notices, 
applications, and public comments filed under part 574 of this chapter.
* * * * *

    Dated: November 18, 2004.
    By the Office of Thrift Supervision.
James E. Gilleran,
Director.
[FR Doc. 04-26010 Filed 11-23-04; 8:45 am]
BILLING CODE 6720-01-P