Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 68239

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). 2 12 CFR 545.92, 545.93 and 545.95.

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.

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:

regs.comments@ots.treas.gov. 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, 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

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

68240 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

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.

5 12 CFR 545.95.

6These requirements are the same as those for 

expedited processing at 12 CFR 516.5.

7A 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.

8 12 CFR 560.37.

9The U.S. Census Bureau now uses the term 

‘‘principal city’’ in lieu of ‘‘central city.’’

10 12 U.S.C. 1464(m)(1).

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

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 redesignations 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.

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

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.

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.

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 shortdistance 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

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

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. 

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 68241

11 12 U.S.C. 1464(r), 1467a(e)(3), and 1823(k)(4).

12 12 CFR 545.96(a).

13 12 CFR 545.96(b).

14 12 CFR 516.60.

15 12 CFR 563b.180(a) and 574.6(d).

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 § 545.92(a). 

• Reiterates statutory limitations on 

the location of a home or branch office 

at § 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).

• Reiterates OTS’s position on 

Federal preemption with respect to 

branching by Federal savings 

associations at § 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 § 545.93. 

• Consolidates the existing 

application and notice processing rules 

and approval standards at § 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

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 § 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 

68242 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

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).

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.

22 12 CFR 516.140(b). OTS will consider a latefiled 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.

23E.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). 24 12 CFR 516.170 and 516.180.

most applications.16 Regulations 

governing applications filed under the 

Bank Merger Act (BMA), however, 

provide for weekly publications over a 

30-day period.17

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

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 latefiled 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.

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.

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 § 563.22(e)(1) and the Savings and 

Loan Holding Company Act regulations 

at § 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

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, 

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 68243

25 12 CFR 516.190.

26Compare 12 CFR 338.8 (FDIC).

27On 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.

28OTS 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.

29 12 CFR 563.18–1, 33 FR 15277 (Oct. 15, 1968).

30Title IV of the National Housing Act, including 

section 407, was repealed in 1989. Pub. L. 101–73, 

Title IV, § 407, Aug. 9, 1989, 103 Stat. 363.

31Under 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.

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.

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

OTS believes that its current 

requirement is too broad and imposes 

an unnecessary burden. Accordingly, 

OTS is amending § 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

Accordingly, in this interim rule, OTS 

is deleting existing § 545.74. OTS, 

however, is revising its pre-approved 

list of service corporation activities at 

§ 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

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

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 § 563.181 

as unnecessary. 

4. Section 563.183—Reports of Change 

in Chief Executive Officer or Director

Existing § 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

68244 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

32The 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 § 545.95.

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-LeachBliley 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 

mmenchik@omb.eop.gov; 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 

infocollection.comments@ots.treas.gov. 

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 

publicinfo@ots.treas.gov, or send a 

facsimile transmission to (202) 906–

7755. To obtain a copy of the 

submission to OMB, contact Marilyn K. 

Burton at marilyn.burton@ots.treas.gov, 

(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 §§ 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 § 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

Frequency of Response: Eventgenerated. 

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.

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 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: Eventgenerated.

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 brokerdealer activities at § 559.4 but 

eliminates the OTS restrictions on these 

activities in existing § 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: Eventgenerated. 

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: Eventgenerated. 

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 

§ 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: Eventgenerated. 

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 

§ 563.22(e) that apply to applications 

filed under § 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: Eventgenerated. 

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: Eventgenerated. 

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, 

68246 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

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: Eventgenerated. 

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 

§ 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

■ 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

■ 1. The authority citation for part 506 

continues to read as follows:

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

■ 2. Remove the entries for §§ 545.74, 

545.92, 545.95, 563.181, and 563.183 in 

the display chart at § 506.1(b), add a new 

entry for §§ 545.93 and 545.95 to read as 

follows:

§ 506.1 OMB control numbers assigned 

pursuant to the Paperwork Reduction Act.

* * * * *

(b) Display.

12 CFR part or section 

where identified and

described 

Current OMB

control number 

* * * * * 

545.93 and 545.95 ......... 1500–0006 

* * * * * 

PART 516—APPLICATION 

PROCESSING PROCEDURES

■ 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.

■ 4. Revise § 516.70 to read as follows:

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 68247

§ 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:

If you file . . . You must publish in the following communities . . . 

(a) An application for permission to organize under § 543.2 of this 

chapter, a Bank Merger Act application under 563.22(a) of this chapter, an application to convert to is a federal charter under § 543.8 or 

§ 552.2–6 of this chapter, or an application for a mutual to stock conversion under part 563b of this chapter . . . 

The community in which your home office is located. 

(b) An application to establish a branch office under § 545.95 of this 

chapter . . . 

The community to be served by the branch office. 

(c) An application for the change of permanent location of a home or 

branch office under § 545.95 of this chapter . . . 

The community in which the existing office is located and the community to be served by the new office. 

(d) A holding company application or a change of control notice under 

part 574 of this chapter . . . 

The community in which the home office of the savings 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. 

■ 5. Revise § 516.120(b) to read as 

follows:

§ 516.120 What information should a 

comment include?

* * * * *

(b) A commenter must include any 

request for a meeting under § 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.

■ 6. Revise § 516.140 to read as follows:

§ 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.

■ 7. Remove § 516.150.

■ 8. Revise subpart D of part 516 to read 

as follows:

Subpart D—Meeting Procedures

§ 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.

§ 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.

§ 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.

§ 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.

§ 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

■ 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.

■ 10. Revise the introductory text to 

§ 528.4 to read as follows:

§ 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

■ 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.

■ 12. Revise § 543.2(f) to read as follows:

68248 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

§ 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

■ 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.

■ 14. Revise § 544.2(b)(3) to read as 

follows:

§ 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 

§ 545.95 of this chapter.

* * * * *

PART 545—FEDERAL SAVINGS 

ASSOCIATIONS—OPERATIONS

■ 15. The authority citation for part 545 

continues to read as follows:

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

1828.

■ 16. Remove § 545.74.

■ 17. Revise § 545.91 to read as follows:

§ 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 §§ 545.93 and 545.95 of 

this chapter.

■ 18. Revise § 545.92 to read as follows:

§ 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 

§§ 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.

■ 19. Revise § 545.93 to read as follows:

§ 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 

§ 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 § 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 § 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 § 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 § 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 

§ 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 

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 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.

■ 20. Revise § 545.95 to read as follows:

§ 545.95 What processing procedures 

apply to my home or branch office 

application and notices? 

(a) Processing procedures.

Applications and notices under § 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 

§ 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 § 565.4(b)(2) of this 

chapter, before and immediately after 

the proposed action. If you are 

undercapitalized as described in 

§ 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.

■ 21. Revise § 545.96 to read as follows:

§ 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

■ 22. The authority citation for part 552 

continues to read as follows:

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

1464, 1467a.

■ 23. Revise § 552.2–1(a)(4) to read as 

follows:

§ 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.

* * * * *

■ 24. Revise 552.4(b)(2) to read as 

follows:

§ 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 § 545.95 of 

this chapter.

* * * * *

PART 559—SUBORDINATE 

ORGANIZATIONS

■ 25. The authority citation for part 559 

continues to read as follows:

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

1464, 1828.

■ 26. Revise § 559.4(f) to read as follows:

§ 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.

* * * * *

■ 27. Revise § 559.12 by removing 

paragraph (d).

68250 Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 

PART 563—SAVINGS 

ASSOCIATIONS—OPERATIONS

■ 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.

■ 29. Revise § 563.22(e) to read as 

follows:

§ 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 

§ 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.

* * * * *

■ 30. Delete § 563.181.

■ 31. Delete § 563.183

PART 563b—CONVERSIONS FROM 

MUTUAL TO STOCK FORM

■ 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.

■ 33. Revise § 563b.180 to read as 

follows:

§ 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 § 516.40 of this chapter. 

(c) If OTS does not accept your 

application for conversion under 

§ 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.

■ 34. Revise § 563b.185 to read as 

follows:

§ 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 § 516.40 of this chapter.

PART 567—CAPITAL

■ 35. The authority citation for part 567 

continues to read as follows:

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

1464, 1467a, 1828 (note).

■ 36. Remove § 567.13.

PART 574—ACQUISITION OF 

CONTROL OF SAVINGS 

ASSOCIATIONS

■ 37. The authority citation for part 574 

continues to read as follows:

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

■ 38. Revise § 574.6(c)(2)(iii), (d) and (e) 

to read as follows:

§ 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 § 574.3(a) or § 574.8 

of this chapter or a notice under 

§ 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

■ 39. The authority citation for part 575 

continues to read as follows:

Federal Register / Vol. 69, No. 226 / Wednesday, November 24, 2004 / Rules and Regulations 68251

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

1464, 1467a, 1828, 2901.

■ 40. In § 575.13, revise paragraphs (c)(3) 

and (f), and delete paragraphs (c)(4) and 

(g) to read as follows:

§ 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 § 563.22(e)(1) of this 

chapter and the Savings and Loan 

Holding Company Act regulations at 

§ 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 § 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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration 

14 CFR Part 39 

[Docket No. 2003–NE–51–AD; Amendment 

39–13881; AD 2004–24–05] 

RIN 2120–AA64 

Airworthiness Directives; Rolls-Royce 

Deutschland Ltd. & Co KG (formerly 

Rolls-Royce plc), Models Spey 555–15, 

555–15H, 555–15N, and 555–15P 

Turbojet Engines

AGENCY: Federal Aviation 

Administration (FAA), DOT.

ACTION: Final rule.

SUMMARY: The FAA is adopting a new 

airworthiness directive (AD) for RollsRoyce Deutschland Ltd. & Co KG (RRD) 

(formerly Rolls-Royce plc), models Spey 

555–15, 555–15H, 555–15N, and 555–

15P turbojet engines, with magnesium 

split low pressure (LP) compressor case, 

part number (P/N) EU.73418A installed. 

This AD requires replacement of the 

magnesium split LP compressor case 

with a serviceable compressor case that 

is a combination of a steel front LP 

compressor case and a shortened split 

compressor case. This AD results from 

several reports of bird ingestion and LP 

compressor stage 1 rotor blade failures 

that have resulted in penetration of the 

magnesium LP compressor case, and 

damage to the airplane.

DATES: This AD becomes effective 

December 29, 2004.

ADDRESSES: You can get the service 

information identified in this AD from 

Rolls-Royce Deutschland Ltd & Co KG, 

Eschenweg 11, D–15827 Dahlewitz, 

Germany, telephone +49 (0) 33–7086–

1768; fax +49 (0) 33–7086–3356. 

You may examine the AD docket at 

the FAA, New England Region, Office of 

the Regional Counsel, 12 New England 

Executive Park, Burlington, MA.

FOR FURTHER INFORMATION CONTACT:

Jason Yang, Aerospace Engineer, Engine 

Certification Office, FAA, Engine and 

Propeller Directorate, 12 New England 

Executive Park, Burlington, MA 01803–

5299; telephone (781) 238–7747; fax 

(781) 238–7199.

SUPPLEMENTARY INFORMATION: The FAA 

proposed to amend 14 CFR part 39 with 

a proposed AD. The proposed AD 

applies to RRD models Spey 555–15, 

555–15H, 555–15N, and 555–15P 

turbojet engines, with magnesium split 

LP compressor case, P/N EU.73418A 

installed. We published the proposed 

AD in the Federal Register on February 

20, 2003 (68 FR 8157). That action 

proposed to require replacement of the 

magnesium split LP compressor case 

with a serviceable LP compressor case 

that is a combination of a steel front LP 

compressor case and a shortened split 

LP compressor case. 

Examining the AD Docket 

You may examine the AD Docket 

(including any comments and service 

information), by appointment, between 

8 a.m. and 4:30 p.m., Monday through 

Friday, except Federal holidays. See 

ADDRESSES for the location. 

Comments 

We provided the public the 

opportunity to participate in the 

development of this AD. We have 

considered the one comment received. 

One commenter requests that special 

flight permits be added to the final rule. 

We do not agree. On July 22, 2002, the 

FAA revised 14 CFR part 39 by adding 

the Special Flight Permit provision. 

Doing this allowed us to omit that 

provision from ADs, to help place the 

focus of ADs on the unsafe condition 

that created the need for each directive. 

ADs that allow Special Flight Permits 

with conditions, or that prohibit Special 

Flight Permits, will state those 

conditions in the compliance section. 

ADs that do not specify special flight 

conditions or do not prohibit special 

flight permits will not reference Special 

Flight Permits. If operators want to 

request Special Flight Permits, they 

must request them by following the 

procedure in 14 CFR part 39, § 39.25. 

Also, because this final rule requires 

that the actions be done within 60 

months after the effective date of the 

AD, we anticipate no requests for a 

Special Flight Permit due to the amount 

of lead time available to comply with 

the AD. 

Conclusion 

We have carefully reviewed the 

available data, including the comments 

received, and determined that air safety 

and the public interest require adopting 

the AD as proposed. 

Costs of Compliance 

There are about 184 RRD models Spey 

555–15, 555–15H, 555–15N, and 555–

15P turbojet engines of the affected 

design in the worldwide fleet. We 

estimate that 34 engines installed on 

airplanes of U.S. registry will be affected 

by this AD. We also estimate that it will 

take about 6 work hours per engine to 

perform the actions, and that the 

average labor rate is $65 per work hour. 

Required parts will cost about $37,000 

per engine. Based on these figures, we 

estimate the total cost of the AD to U.S. 

operators to be $1,271,260. 

Regulatory Findings 

We have determined that this AD will 

not have federalism implications under 

Executive Order 13132. This AD will 

not have a substantial direct effect on 

the States, on the relationship between 

the national government and the States, 

or on the distribution of power and 

responsibilities among the various 

levels of government. 

For the reasons discussed above, I 

certify that this AD: 

(1) Is not a ‘‘significant regulatory 

action’’ under Executive Order 12866; 

(2) Is not a ‘‘significant rule’’ under 

DOT Regulatory Policies and Procedures 

(44 FR 11034, February 26, 1979); and 

(3) Will not have a significant 

economic impact, positive or negative, 

on a substantial number of small entities 

under the criteria of the Regulatory 

Flexibility Act. 

We prepared a summary of the costs 

to comply with this AD and placed it in