[Federal Register Volume 88, Number 109 (Wednesday, June 7, 2023)]
[Notices]
[Pages 37305-37309]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12147]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency


Agency Information Collection Activities: Revision of an Approved 
Information Collection; Comment Request; Conversions From Mutual to 
Stock Form

AGENCY: Office of the Comptroller of the Currency, Treasury (OCC).

ACTION:  Notice and request for comment.

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SUMMARY:  The OCC, as part of its continuing effort to reduce paperwork 
and respondent burden, invites comment on a continuing information 
collection as required by the Paperwork Reduction Act of 1995 (PRA). In 
accordance with the requirements of the PRA, the OCC may not conduct or 
sponsor, and the respondent is not required to respond to, an 
information collection unless it displays a currently valid Office of 
Management and Budget (OMB) control number. The OCC is soliciting 
comment concerning a revision to a currently approved information 
collection.

DATES: Comments must be received by August 7, 2023.

ADDRESSES: Commenters are encouraged to submit comments by email, if 
possible. You may submit comments by any of the following methods:
     Email: [email protected].
     Mail: Chief Counsel's Office, Attention: Comment 
Processing, Office of the Comptroller of the Currency, Attention: 1557-
0347, 400 7th Street SW, Suite 3E-218, Washington, DC 20219.
     Hand Delivery/Courier: 400 7th Street, SW, Suite 3E-218, 
Washington, DC 20219.
     Fax: (571) 465-4326.
    Instructions: You must include ``OCC'' as the agency name and 
``1557-0347'' in your comment. In general, the OCC will publish 
comments on www.reginfo.gov without change, including any business or 
personal information provided, such as name and address information, 
email addresses, or phone numbers. Comments received, including 
attachments and other supporting materials, are part of the public 
record and subject to public disclosure. Do not include any information 
in your comment or supporting materials that you consider confidential 
or inappropriate for public disclosure.
    You may review comments and other related materials that pertain to 
this information collection beginning on the date of publication of the 
second notice for this collection by the method set forth in the next 
bullet. Following the close of this notice's 60-day comment period, the 
OCC will publish a second notice with a 30-day comment period.
     Viewing Comments Electronically: Go to www.reginfo.gov. 
Hover over the ``Information Collection Review'' tab and click on 
``Information Collection Review'' dropdown. Underneath the ``Currently 
under Review'' section heading, from the drop-down menu select 
``Department of Treasury'' and then click ``submit.'' This information 
collection can be located by searching by OMB control number ``1557-
0347'' or ``Conversions from Mutual to Stock Form.'' Upon finding the 
appropriate information collection, click on the related ``ICR 
Reference Number.'' On the next screen, select ``View Supporting 
Statement and Other Documents'' and then click on the link to any 
comment listed at the bottom of the screen.
     For assistance in navigating www.reginfo.gov, please 
contact the Regulatory Information Service Center at (202) 482-7340.

FOR FURTHER INFORMATION CONTACT: Shaquita Merritt, OCC Clearance 
Officer, (202) 649-5490, Chief Counsel's Office, Office of the 
Comptroller of the Currency, 400 7 St. SW, Washington, DC 20219. If you 
are deaf, hard of hearing, or have a speech disability, please dial 7-
1-1 to access telecommunications relay services.

[[Page 37306]]


SUPPLEMENTARY INFORMATION: 
    The OCC is requesting comment on the following revision to an 
approved information collection:
    Title: Conversions from Mutual to Stock Form.
    OMB Control No.: 1557-0347.
    Abstract: Part 192 governs the process through which a savings 
association may convert from the mutual to the stock form of ownership 
and sets forth the procedures and submissions required in connection 
with that process.
    Twelve CFR 192.5(c) provides that the appropriate Federal banking 
agency may waive any requirement of part 192 or any provision of a 
prescribed form. To obtain such a waiver, a savings association must 
file a written request with the agency that (1) specifies the 
requirement(s) or provision(s) for which the waiver is sought; (2) 
demonstrates that the waiver is equitable; is not detrimental to the 
savings association, its account holders, or other savings 
associations; and is not contrary to the public interest; and (3) 
includes a legal opinion demonstrating that the waiver sought does not 
conflict with applicable law.
    Twelve CFR 192.105(a) sets forth the minimum requirements for the 
business plan a savings association must adopt prior to filing an 
application for conversion. The plan must include projections and 
activities for three years following the conversion; the plan for 
deploying conversion proceeds to meet credit and lending needs in 
proposed market areas; the risks associated with the plan for 
deployment of conversion proceeds, and the effect of the plan on 
management resources, staffing, and facilities; and the expertise of 
the savings association's management and board of directors, or plans 
for adequate staffing and controls to prudently manage the growth, 
expansion, new investment, and other operations and activities proposed 
in the business plan.
    Twelve CFR 192.110(b) provides that upon review and approval of the 
savings association's business plan, the chief executive officer and at 
least two-thirds of the board must certify that the plan accurately 
reflects the intended plans for deployment of conversion proceeds, and 
that any new initiatives reflected in the business plan are reasonably 
achievable. The savings association must submit these certifications 
with its business plan as part of its application for conversion under 
Sec.  192.150.
    Twelve CFR 192.130 provides that a savings association must include 
information included in Sec. Sec.  192.320 (order of priority to 
purchase conversion shares), 192.485 (liquidation account provision), 
and 192.505 (restrictions on trading of shares) in its conversion plan.
    Twelve CFR 192.135(a) provides that a savings association must 
notify its members that its board of directors has adopted a plan of 
conversion. This notification may be accomplished by mail or email, the 
posting of notices in local newspapers, or the posting of a notice on 
its website. Twelve CFR 192.135(b) sets forth the minimum requirements 
for the required notice, including information about the rights of 
account holders in connection with the conversion and the processes 
available to exercise those rights.
    Twelve CFR 192.150 sets forth the information to be required in a 
savings association's application for conversion. The application must 
include: (1) the plan for conversion; (2) pricing materials meeting the 
requirements of Sec.  192.200(b); (3) proxy materials under Sec.  
192.270; (4) an offering circular described in Sec.  192.300; (5) 
documents and information required by Form AC; (6) any necessary 
written consents; (7) the savings association's business plan, 
submitted as a separately bound, confidential exhibit; and (8) any 
other information requested by the appropriate Federal banking agency.
    Twelve CFR 192.180(a) requires a savings association to publish a 
public notice of its application for conversion by simultaneously 
posting the notice prominently in its home and branch offices. Twelve 
CFR 192.180(b) provides that a savings association must publish and 
post a new notice and allow an additional 30 days for comment if the 
savings association must refile.
    Twelve CFR 192.225(a) requires that after the appropriate Federal 
banking agency approves the plan of conversion, the savings association 
must submit the plan to its members for approval and obtain approval at 
a special or annual meeting of its members. Twelve CFR 192.225(d) 
provides that a savings association may notify eligible account holders 
or supplemental eligible account holders who are not voting members of 
its proposed conversion and include only the information in Sec.  
192.135 in its notice.
    Twelve CFR 192.235(a) provides that a savings association must 
notify its members of the meeting to consider its conversion by sending 
the members a proxy statement cleared by the appropriate Federal 
banking agency. Twelve CFR 192.235(c) requires the savings association 
to also notify each beneficial holder of an account held in a fiduciary 
capacity if the savings association is a Federal savings association 
and the name of the beneficial holder is disclosed on the savings 
association's records or if the savings association is a State-
chartered savings association and the beneficial holder possesses 
voting rights under State law.
    Twelve CFR 192.240(a) requires that, after the members meeting, the 
savings association file with the appropriate OCC licensing office 
(Federally-chartered) or FDIC region (State-chartered) the following 
information: (1) a certified copy of each adopted resolution on the 
conversion; (2) the total votes eligible to be cast; (3) the total 
votes represented in person or by proxy; (4) the total votes cast in 
favor of and against each matter; (5) the percentage of votes necessary 
to approve each matter; and (6) an opinion of counsel that the meeting 
was conducted in compliance with all applicable State or Federal laws 
and regulations. Twelve CFR 192.240(b) requires that, upon completion 
of the conversion, the savings association submit an opinion of counsel 
that it complied with all applicable laws.
    Twelve CFR 192.250(b)(2) requires that if, in complying with proxy 
solicitation provisions, the savings association solicits proxies 
through newspaper advertisements, the advertisements may include only 
(i) the name of the savings association; (ii) the reason for the 
advertisement; (iii) the proposal or proposals to be voted upon; (iv) 
where a member may obtain a copy of the proxy solicitation material; 
and (v) a request for the savings association's members to vote at the 
meeting.
    Twelve CFR 192.255 sets forth the form of proxy requirements. The 
form of proxy must include the following: (a) a statement in bold face 
type stating that management is soliciting the proxy; (b) blank spaces 
where the member must date and sign the proxy; (c) clear and impartial 
identification of each matter or group of related matters that members 
will vote upon; (d) the phrase ``Revocable Proxy'' in bold face type 
(at least 18 point); (e) a description of any charter or State law 
requirement that restricts or conditions votes by proxy; (f) an 
acknowledgment that the member received a proxy statement before he or 
she signed the form of proxy; (g) the date, time, and the place of the 
meeting, when available; (h) a way for the member to specify by ballot 
whether he or she approves or disapproves of each matter that members 
will vote upon; (i) a statement that management will vote the proxy in 
accordance with the member's specifications; and (j) a statement in 
bold face type indicating how management will vote the proxy if the 
member does not specify a choice for a matter.

[[Page 37307]]

    Twelve CFR 192.270(a) requires that a savings association prepare 
its proxy statement in compliance with part 192 and Form PS.
    Twelve CFR 192.275(a) provides that a savings association must file 
revised proxy solicitation materials as an amendment to its application 
for conversion. The proxy solicitation materials must be in the form in 
which it furnished the materials to its members. Twelve CFR 192.275(b) 
provides that to revise its proxy a savings association must file (1) 
revised proxy materials as required by Form PS; (2) a revised form of 
proxy, if applicable; (3) any additional proxy solicitation material 
subject to Sec.  192.270; and (4) a copy of the revised proxy 
solicitation materials marked to clearly indicate changes from the 
prior filing.
    Twelve CFR 192.280 sets out the rules for mailing proxy 
solicitation materials. Twelve CFR 192.280(a) provides that a savings 
association must mail the member's cleared proxy solicitation material 
if upon written request by a member if the savings association's board 
of directors has adopted a plan of conversion, the appropriate Federal 
banking agency has cleared the member's proxy solicitation and the 
member agrees to defray the savings association's reasonable expenses. 
Twelve CFR 192.280(b) provides that upon receipt of such a request, the 
savings association must promptly furnish to the member the approximate 
number of members that the savings association solicited or will 
solicit (or the approximate number of members of any group of account 
holders that the member designates) and the estimated cost of mailing 
the proxy solicitation material.
    Twelve CFR 192.295 provides that if a savings association amends 
its application for conversion, the appropriate Federal banking agency 
may require the savings association to re-solicit proxies for its 
members' meeting as a condition of approval of the amendment.
    Twelve CFR 192.300 sets forth the requirements governing offering 
circulars. Twelve CFR 192.300(a) provides that a Federal savings 
association must file its offering circular with the appropriate OCC 
licensing office and a State savings association must file its offering 
circular with the appropriate FDIC region. Twelve CFR 192.300(b) 
provides that a savings association must condition its stock offering 
upon member approval of its plan of conversion.
    Twelve CFR 192.305 sets forth rules governing the distribution of 
the offering circular. Twelve CFR 192.305(a) provides that a savings 
association may distribute a preliminary offering circular at the same 
time as or after it mails the proxy statement to its members. Twelve 
CFR 192.305(c) provides that a savings association must distribute a 
final offering circular for stock issued in the transaction to persons 
listed in its plan of conversion within 10 calendar days after the 
appropriate Federal banking agency declares the offering circular 
effective or the Securities and Exchange Commission declares the 
registration statement for the offering circular effective.
    Twelve CFR 192.310 sets forth the rules governing post-effective 
amendments to an offering circular. Twelve CFR 192.310(b) provides that 
after the appropriate Federal banking agency or the Securities and 
Exchange Commission declares the post-effective amendment effective, 
the savings association must immediately have the amendment to the 
offering circular delivered to each person who subscribed for or 
ordered shares in the offering. Twelve CFR 192.310(c) provides that the 
post-effective amendment must indicate that each person may increase, 
decrease, or rescind their subscription or order.
    Twelve CFR 192.320 provides that a savings association must offer 
to sell its shares in the following order: (a) eligible account 
holders; (b) tax-qualified employee stock ownership plans; (c) 
supplemental eligible account holders; (d) other voting members who 
have subscription rights; and (e) the savings association's community 
or the general public.
    Twelve CFR 192.335 sets forth the procedures for the sale of 
conversion shares. Twelve CFR 192.335(a) provides that savings 
association must distribute order forms to all eligible account 
holders, supplemental eligible account holders, and other voting 
members to enable them to subscribe for the conversion shares they are 
permitted under the plan of conversion. The savings association may 
either send the order forms with its offering circular or after the 
savings association distributes its offering circular.
    Twelve CFR 192.405 sets forth the rules governing extensions of the 
offering period. Twelve CFR 192.405(b) provides that if the appropriate 
Federal banking agency grants a savings association's request for an 
extension of the offering period, the savings association must provide 
a post-effective amendment to the offering circular to each person who 
subscribed for or ordered stock. The amendment must indicate that the 
appropriate Federal banking agency extended the offering period and 
that each person who subscribed for or ordered stock may increase, 
decrease, or rescind their subscription or order within the time 
remaining in the extension period.
    Twelve CFR 192.430 sets forth the rules governing charter 
amendments. Twelve CFR 192.430(a) provides that if the savings 
association is a Federally-chartered mutual savings association or 
savings bank and it converts to a Federally-chartered stock savings 
association or savings bank, it must apply to the OCC to amend its 
charter and bylaws consistent with 12 CFR 5.22 as part of the savings 
association's application for conversion.
    Twelve CFR 192.450(a) provides that a liquidation account 
represents the potential interest of eligible account holders and 
supplemental eligible account holders in the savings association's net 
worth at the time of conversion. A savings association must maintain a 
sub-account to reflect the interest of each account holder.
    Twelve CFR 192.470 sets forth the rules governing adjustments to 
liquidation sub-accounts. Twelve CFR 192.470(a) provides that a savings 
association must reduce the balance of an eligible account holder's or 
supplemental eligible account holder's liquidation sub-account if the 
deposit balance in the account holder's savings account at the close of 
business on any annual closing date, falls below the lesser of: (i) the 
deposit balance in the account holder's savings account as of the 
relevant eligibility record date; or (ii) the deposit balance in the 
account holder's savings account as of its lowest balance as of any 
subsequent annual closing date. The reduction in the liquidation sub-
account from its balance at the time of conversion must be 
proportionate to the reduction in the account holder's savings account 
from its balance at the time of conversion. Twelve CFR 192.470(c) 
provides that a savings association is not required to adjust the 
liquidation account and sub-account balances at each annual closing 
date if the savings association maintains sufficient records to make 
the computations if a liquidation subsequently occurs. Twelve CFR 
192.470(d) provides that a savings association must maintain the 
liquidation sub-account for each account holder as long as the account 
holder maintains an account with the same social security number.
    Twelve CFR 192.485 provides that if a savings association converts 
to Federal stock form, it must include a specific provision regarding 
the maintenance of a liquidation account in its new charter.

[[Page 37308]]

    Twelve CFR 192.500(a) provides that during the 12 months after its 
conversion, a savings association may implement a stock option plan 
(Option Plan), an employee stock ownership plan or other tax-qualified 
employee stock benefit plan (collectively, ESOP), and a management 
recognition plan (MRP), provided that the savings association meets a 
set of requirements, including disclosure requirements and percentage 
limitations, and vesting restrictions.
    Twelve CFR 192.505 sets forth the rules governing restrictions on 
trading. Twelve CFR 192.505(b) provides that the savings association 
must include a notice of an applicable restriction on each certificate 
of stock that a director or officer purchases during the conversion or 
receives in connection with a stock dividend, stock split, or otherwise 
with respect to such restricted shares.
    Twelve CFR 192.515 details the information that must be filed with 
the Federal banking agency prior to the repurchase of shares. Twelve 
CFR 192.515(a) provides that in order to repurchase stock in the first 
year following conversion, a savings association generally must file a 
written notice with the appropriate OCC licensing office if Federally-
chartered and with the appropriate FDIC region if State-chartered. The 
savings association must provide the following information: (1) the 
proposed repurchase program; (2) the effect of the repurchases on 
regulatory capital; and (3) the purpose of the repurchases and, if 
applicable, an explanation of the extraordinary circumstances 
necessitating the repurchases. Twelve CFR 192.515(b) provides that a 
Federal savings association must file its notice with the appropriate 
OCC licensing office, and a State savings association must file its 
notice with the appropriate regional director of the FDIC, at least 10 
calendar days before the savings association begins its repurchase 
program. Twelve CFR 192.515(c) provides that a savings association may 
not repurchase its shares if the appropriate Federal banking agency 
objects to the repurchase program.
    Twelve CFR 192.525 sets forth the restrictions on the acquisition 
of shares after conversion. Twelve CFR 192.525(c)(5) provides that an 
acquiror does not have to file a separate application to obtain the 
appropriate Federal banking agency's approval under 12 CFR 192.525(a) 
if the acquiror files an application under 12 CFR 5.50 that 
specifically addresses the criteria listed under 12 CFR 192.525(d) and 
the savings association does not oppose the proposed acquisition. 
Twelve CFR 192.525(d) provides conditions under which the appropriate 
Federal banking agency may deny an application to acquire shares.
    Twelve CFR 192.530 sets forth other post conversion requirements. 
Twelve CFR 192.530(a) provides that after a savings association 
converts, it must promptly register its shares under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a-78jj, as amended). The savings 
association may not deregister the shares for three years. Twelve CFR 
192.530(c) provides that a savings association must also use its best 
efforts to list its shares on a national or regional securities 
exchange or on the National Association of Securities Dealers Automated 
Quotation system. Finally, 12 CFR 192.530(d) requires the savings 
association to file all post-conversion reports required by the 
appropriate Federal banking agency.
    Twelve CFR 192.550(a) provides that a savings association may 
contribute some of its conversion shares or proceeds to a charitable 
organization if its plan of conversion provides for the proposed 
contribution.
    Twelve CFR 192.565 provides that the charter of a charitable 
organization's charter (or trust agreement) and the gift instrument 
itself must provide that: (a) the charitable organization's primary 
purpose is to serve and make grants in the savings association's local 
community; (b) as long as the charitable organization controls shares, 
it must vote those shares in the same ratio as all other shares voted 
on each proposal considered by the savings association's shareholders; 
(c) for at least five years after its organization, one seat on the 
charitable organization's board of directors (or board of trustees) is 
reserved for an independent director (or trustee) from the savings 
association's local community who is not affiliated with the savings 
association and experienced with local community charitable 
organizations and grant making; and (d) for at least five years after 
its organization, one seat on the charitable organization's board of 
directors (or board of trustees) is reserved for a director from the 
savings association's board of directors.
    Twelve CFR 192.575(a) provides that the charitable organization's 
charter (or trust agreement) and the gift instrument for the 
contribution must provide that: (1) the appropriate Federal banking 
agency may examine the charitable organization at the charitable 
organization's expense; (2) the organization must comply with all 
supervisory directives that the appropriate Federal banking agency 
imposes; (3) the organization must operate according to written 
policies adopted by its board of directors (or board of trustees), 
including a conflict of interest policy; (4) the organization must not 
engage in self-dealing; and (5) the organization must comply with all 
laws necessary to maintain its tax-exempt status under the Internal 
Revenue Code. Twelve CFR 192.575(b) provides that the savings 
association must include a specific legend in the stock certificates of 
shares that the savings association contributes to the charitable 
organization or that the charitable organization otherwise acquires.
    Twelve CFR 192.650 provides that a majority of the board of 
directors of the savings association must adopt a plan of voluntary 
supervisory conversion. The savings association must include in its 
plan of voluntary supervisory conversion: (a) the savings association's 
name and address; (b) a description of the proposed voluntary 
supervisory conversion transaction that also describes plans for any 
liquidation account; and (c) certified copies of all resolutions 
relating to the conversion adopted by the board of directors of the 
savings association.
    Twelve CFR 192.660 provides that a savings association must include 
all of the following information and documents in a voluntary 
supervisory conversion application to the appropriate OCC licensing 
office if it is a Federal savings association and to the appropriate 
FDIC region if it is a State savings association under this subpart: 
(a) information establishing eligibility; (b) a plan of conversion that 
complies with Sec.  192.650; (c) a business plan that complies with 
Sec.  192.105, when required by the appropriate Federal banking agency; 
(d) financial data, including financial statements and call reports, to 
support the transaction; (e) proposed documents for the conversion 
(charter, bylaws, stock certificate, securities disclosure materials); 
(f) any agreements between the savings association and proposed 
purchasers and all existing and proposed employment contracts; (g) all 
related filings and applications including, filings required under the 
securities offering rules of 12 CFR parts 16 and 192, Change in Bank 
Control Act submissions, subordinated debt applications, applications 
for permission to organize a stock association and for approval of a 
merger, applications for FDIC insurance of accounts); and (h) other 
information, including a statement describing post-conversion roles for 
officers, directors, and affiliates and waiver requests.
    Type of Review: Revision.

[[Page 37309]]

    Affected Public: Businesses or other for-profit.
    Estimated Number of Respondents: 1.
    Estimated Total Annual Burden: 512 hours.
    Comments submitted in response to this notice will be summarized 
and included in the request for OMB approval. All comments will become 
a matter of public record. Comments are invited on:
     Whether the collection of information is necessary for the 
proper performance of the functions of the OCC, including whether the 
information has practical utility;
     The accuracy of the OCC's estimate of the burden of the 
collection of information;
     Ways to enhance the quality, utility, and clarity of the 
information to be collected;
     Ways to minimize the burden of the collection on 
respondents, including the use of automated collection techniques or 
other forms of information technology; and
     Estimates of capital or start-up costs and costs of 
operation, maintenance, and purchase of services to provide 
information.

Theodore J. Dowd,
Deputy Chief Counsel, Office of the Comptroller of the Currency.
[FR Doc. 2023-12147 Filed 6-6-23; 8:45 am]
BILLING CODE 4810-33-P