60262 Federal Register / Vol. 88, No. 168 / Thursday, August 31, 2023 / Notices 

Authority: 23 U.S.C. 139(l)(1). 

Mark Ferroni, 

Deputy Associate Administrator for Planning 

and Environment. 

[FR Doc. 2023–18859 Filed 8–30–23; 8:45 am] 

BILLING CODE 4910–57–P 

DEPARTMENT OF TRANSPORTATION 

Great Lakes St. Lawrence Seaway 

Development Corporation 

Great Lakes St. Lawrence Seaway 

Development Corporation Advisory 

Board-Notice of Public Meetings; 

Correction 

AGENCY: Great Lakes St. Lawrence 

Seaway Development Corporation, DOT. 

ACTION: Notice; correction. 

SUMMARY: The Great Lakes St. Lawrence 

Seaway Development Corporation (GLS) 

published a document in the Federal 

Register on December 19, 2022, 

providing notice of public meeting dates 

for the GLS Advisory Board. The date 

and location for the fourth meeting has 

changed. 

FOR FURTHER INFORMATION CONTACT: 

Kevin O’Malley, Strategic Advisor for 

Financial and Resources Management, 

Great Lakes St. Lawrence Seaway 

Development Corporation, 1200 New 

Jersey Avenue SE, Suite W62–300, 

Washington, DC 20590; 202–366–0091. 

SUPPLEMENTARY INFORMATION: 

Correction 

In the Federal Register of December 

19, 2022, in FR Doc. 2022–27369, on 

page 77674, the following corrections 

are made: 

1. In the second column, under the 

DATES caption, correct the fourth bullet 

and its sub bullets to read: 

• Wednesday, November 29, 2023, from 

2 p.m.–4 p.m. EST 

Æ Requests to attend the meeting 

must be received by November 24, 2023. 

Æ Requests for accommodations to a 

disability must be received by 

November 24, 2023. 

Æ If you wish to speak during the 

meeting, you must submit a written 

copy of your remarks to GLS by 

November 24, 2023. 

Æ Requests to submit written 

materials to be reviewed during the 

meeting must be received no later than 

November 24, 2023. 

2. In the third column, under the 

ADDRESS caption, after the first sentence, 

add the following: 

‘‘The November 29, 2023, meeting 

will take place in-person in the 

Montreal A room at the Marriott 

Montreal Chateau Champlain hotel, 

1050 Rue de la Gauchetiere West, 

Montreal, Quebec, Canada.’’ 

3. In the third column, under the 

SUPPLEMENTARY INFORMATION caption, 

correct the fourth listed date to read: 

‘‘Wednesday, November 29, 2023, from 

2 p.m.–4 p.m. EST’’ 

Dated: August 28, 2023. 

Carrie Lavigne, 

Chief Counsel. 

[FR Doc. 2023–18876 Filed 8–30–23; 8:45 am] 

BILLING CODE 4910–61–P 

DEPARTMENT OF THE TREASURY 

Office of the Comptroller of the 

Currency 

Agency Information Collection 

Activities: Revision of an Approved 

Information Collection; Submission for 

OMB Review; Conversions From 

Mutual to Stock Form 

AGENCY: Office of the Comptroller of the 

Currency (OCC), Treasury. 

ACTION: ACTION: Notice and request for 

comment. 

SUMMARY: The OCC, as part of its 

continuing effort to reduce paperwork 

and respondent burden, invites 

comment on a continuing information 

collection, as required by the Paperwork 

Reduction Act of 1995 (PRA). In 

accordance with the requirements of the 

PRA, the OCC may not conduct or 

sponsor, and the respondent is not 

required to respond to, an information 

collection unless it displays a currently 

valid Office of Management and Budget 

(OMB) control number. The OCC is 

soliciting comment concerning a 

revision to a currently approved 

information collection titled, 

‘‘Conversions from Mutual to Stock 

Form.’’ The OCC also is giving notice 

that it has sent the collection to OMB for 

review. 

DATES: Comments must be received by 

October 2, 2023. 

ADDRESSES: Commenters are encouraged 

to submit comments by email, if 

possible. You may submit comments by 

any of the following methods: 

• Email: prainfo@occ.treas.gov. 

• Mail: Chief Counsel’s Office, 

Attention: Comment Processing, Office 

of the Comptroller of the Currency, 

Attention: 1557–0347, 400 7th Street 

SW, Suite 3E–218, Washington, DC 

20219. 

• Hand Delivery/Courier: 400 7th 

Street SW, Suite 3E–218, Washington, 

DC 20219. 

• Fax: (571) 293–4835. 

Instructions: You must include 

‘‘OCC’’ as the agency name and ‘‘1557– 

0347’’ in your comment. In general, the 

OCC will publish comments on 

www.reginfo.gov without change, 

including any business or personal 

information provided, such as name and 

address information, email addresses, or 

phone numbers. Comments received, 

including attachments and other 

supporting materials, are part of the 

public record and subject to public 

disclosure. Do not include any 

information in your comment or 

supporting materials that you consider 

confidential or inappropriate for public 

disclosure. 

Written comments and 

recommendations for the proposed 

information collection should also be 

sent within 30 days of publication of 

this notice to www.reginfo.gov/public/ 

do/PRAMain. You can find this 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

You may review comments and other 

related materials that pertain to this 

information collection following the 

close of the 30-day comment period for 

this notice by the method set forth in 

the next bullet. 

• Viewing Comments Electronically: 

Go to www.reginfo.gov. Hover over the 

‘‘Information Collection Review’’ tab 

and click on ‘‘Information Collection 

Review’’ from the drop-down menu. 

From the ‘‘Currently under Review’’ 

drop-down menu, select ‘‘Department of 

Treasury’’ and then click ‘‘submit.’’ This 

information collection can be located by 

searching OMB control number ‘‘1557– 

0347’’ or ‘‘Conversions from Mutual to 

Stock Form.’’ Upon finding the 

appropriate information collection, click 

on the related ‘‘ICR Reference Number.’’ 

On the next screen, select ‘‘View 

Supporting Statement and Other 

Documents’’ and then click on the link 

to any comment listed at the bottom of 

the screen. 

• For assistance in navigating 

www.reginfo.gov, please contact the 

Regulatory Information Service Center 

at (202) 482–7340. 

FOR FURTHER INFORMATION CONTACT: 

Shaquita Merritt, Clearance Officer, 

(202) 649–5490, Chief Counsel’s Office, 

Office of the Comptroller of the 

Currency, 400 7th Street SW, 

Washington, DC 20219. If you are deaf, 

hard of hearing, or have a speech 

disability, please dial 7–1–1 to access 

telecommunications relay services. 

SUPPLEMENTARY INFORMATION: Under the 

PRA (44 U.S.C. 3501 et seq.), Federal 

agencies must obtain approval from the 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 168 / Thursday, August 31, 2023 / Notices 60263 

OMB for each collection of information 

that they conduct or sponsor. 

‘‘Collection of information’’ is defined 

in 44 U.S.C. 3502(3) and 5 CFR 

1320.3(c) to include agency requests or 

requirements that members of the public 

submit reports, keep records, or provide 

information to a third party. The OCC 

asks OMB to approve this revised 

collection. 

Title: Conversions from Mutual to 

Stock Form. 

OMB Control No.: 1557–0347. 

Abstract: Part 192 governs the process 

through which a savings association 

may convert from the mutual to the 

stock form of ownership and sets forth 

the procedures and submissions 

required in connection with that 

process. 

Twelve CFR 192.5(c) provides that the 

appropriate Federal banking agency may 

waive any requirement of part 192 or 

any provision of a prescribed form. To 

obtain such a waiver, a savings 

association must file a written request 

with the agency that (1) specifies the 

requirement(s) or provision(s) for which 

the waiver is sought; (2) demonstrates 

that the waiver is equitable; is not 

detrimental to the savings association, 

its account holders, or other savings 

associations; and is not contrary to the 

public interest; and (3) includes a legal 

opinion demonstrating that the waiver 

sought does not conflict with applicable 

law. 

Twelve CFR 192.105(a) sets forth the 

minimum requirements for the business 

plan a savings association must adopt 

prior to filing an application for 

conversion. The plan must include 

projections and activities for three years 

following the conversion; the plan for 

deploying conversion proceeds to meet 

credit and lending needs in proposed 

market areas; the risks associated with 

the plan for deployment of conversion 

proceeds and the effect of the plan on 

management resources, staffing, and 

facilities; the expertise of the savings 

association’s management and board of 

directors; and plans for adequate 

staffing and controls to prudently 

manage the growth, expansion, new 

investment, and other operations and 

activities proposed in the business plan. 

Twelve CFR 192.110(b) provides that 

upon review and approval of the savings 

association’s business plan, the chief 

executive officer and at least two-thirds 

of the board must certify that the plan 

accurately reflects the intended plans 

for deployment of conversion proceeds 

and that any new initiatives reflected in 

the business plan are reasonably 

achievable. The savings association 

must submit these certifications with its 

business plan as part of its application 

for conversion under § 192.150. 

Twelve CFR 192.130 provides that a 

savings association must include 

information included in §§ 192.320 

(order of priority to purchase conversion 

shares) through 192.485 (liquidation 

account provision) and § 192.505 

(restrictions on trading of shares) in its 

conversion plan. 

Twelve CFR 192.135(a) provides that 

a savings association must notify its 

members that its board of directors has 

adopted a plan of conversion. This 

notification may be accomplished by 

mail or email, the posting of notices in 

local newspapers, or the posting of a 

notice on the savings association’s 

website. Twelve CFR 192.135(b) sets 

forth the minimum requirements for the 

required notice, including information 

about the rights of account holders in 

connection with the conversion and the 

processes available to exercise those 

rights. 

Twelve CFR 192.150 sets forth the 

information to be required in a savings 

association’s application for conversion. 

The application must include: (1) the 

plan for conversion; (2) pricing 

materials meeting the requirements of 

§ 192.200(b); (3) proxy materials under 

§ 192.270; (4) an offering circular 

described in § 192.300; (5) documents 

and information required by Form AC; 

(6) any necessary written consents; (7) 

the savings association’s business plan, 

submitted as a separately bound, 

confidential exhibit; and (8) any other 

information requested by the 

appropriate Federal banking agency. 

Twelve CFR 192.180(a) requires a 

savings association to publish a public 

notice of its application for conversion 

by simultaneously posting the notice 

prominently in its home and branch 

offices. Twelve CFR 192.180(b) provides 

that a savings association must publish 

and post a new notice and allow an 

additional 30 days for comment if the 

savings association must refile an 

application. 

Twelve CFR 192.225(a) requires that 

after the appropriate Federal banking 

agency approves the plan of conversion, 

the savings association must submit the 

plan to its members for approval and 

obtain approval at a special or annual 

meeting of its members. Twelve CFR 

192.225(d) provides that a savings 

association may notify eligible account 

holders or supplemental eligible 

account holders who are not voting 

members of its proposed conversion and 

include only the information in 

§ 192.135 in its notice. 

Twelve CFR 192.235(a) provides that 

a savings association must notify its 

members of the meeting to consider its 

conversion by sending the members a 

proxy statement cleared by the 

appropriate Federal banking agency. 

Twelve CFR 192.235(c) requires the 

savings association to also notify each 

beneficial holder of an account held in 

a fiduciary capacity if the savings 

association is a Federal savings 

association and the name of the 

beneficial holder is disclosed on the 

savings association’s records or if the 

savings association is a State-chartered 

savings association and the beneficial 

holder possesses voting rights under 

State law. 

Twelve CFR 192.240(a) requires that, 

after the members meeting, the savings 

association file with the appropriate 

OCC licensing office (Federallychartered) or FDIC region (Statechartered) the following information: (1) 

a certified copy of each adopted 

resolution on the conversion; (2) the 

total votes eligible to be cast; (3) the 

total votes represented in person or by 

proxy; (4) the total votes cast in favor of 

and against each matter; (5) the 

percentage of votes necessary to approve 

each matter; and (6) an opinion of 

counsel that the meeting was conducted 

in compliance with all applicable State 

or Federal laws and regulations. Twelve 

CFR 192.240(b) requires that, upon 

completion of the conversion, the 

savings association promptly submit an 

opinion of counsel that it complied with 

all applicable laws. 

Twelve CFR 192.250(b)(2) requires 

that if, in complying with proxy 

solicitation provisions, the savings 

association solicits proxies through 

newspaper advertisements, the 

advertisements may include only (i) the 

name of the savings association; (ii) the 

reason for the advertisement; (iii) the 

proposal or proposals to be voted upon; 

(iv) where a member may obtain a copy 

of the proxy solicitation material; and 

(v) a request for the savings association’s 

members to vote at the meeting. 

Twelve CFR 192.255 sets forth the 

form of proxy requirements. The form of 

proxy must include the following: (a) a 

statement in bold face type stating that 

management is soliciting the proxy; (b) 

blank spaces where the member must 

date and sign the proxy; (c) clear and 

impartial identification of each matter 

or group of related matters that members 

will vote upon; (d) the phrase 

‘‘Revocable Proxy’’ in bold face type (at 

least 18 point); (e) a description of any 

charter or State law requirement that 

restricts or conditions votes by proxy; (f) 

an acknowledgment that the member 

received a proxy statement before he or 

she signed the form of proxy; (g) the 

date, time, and the place of the meeting, 

when available; (h) a way for the 


ddrumheller on DSK120RN23PROD with NOTICES1
60264 Federal Register / Vol. 88, No. 168 / Thursday, August 31, 2023 / Notices 

member to specify by ballot whether he 

or she approves or disapproves of each 

matter that members will vote upon; (i) 

a statement that management will vote 

the proxy in accordance with the 

member’s specifications; and (j) a 

statement in bold face type indicating 

how management will vote the proxy if 

the member does not specify a choice 

for a matter. 

Twelve CFR 192.270 requires that a 

savings association prepare its proxy 

statement in compliance with part 192 

and Form PS and to mail proxy 

solicitation material to its members. 

Twelve CFR 192.275(a) provides that 

a savings association must file revised 

proxy solicitation materials as an 

amendment to its application for 

conversion. The proxy solicitation 

materials must be in the form in which 

it furnished the materials to its 

members. Twelve CFR 192.275(b) 

provides that to revise its proxy a 

savings association must file (1) revised 

proxy materials as required by Form PS; 

(2) a revised form of proxy, if 

applicable; (3) any additional proxy 

solicitation material subject to 

§ 192.270; and (4) a copy of the revised 

proxy solicitation materials marked to 

clearly indicate changes from the prior 

filing. 

Twelve CFR 192.280 sets out the rules 

for mailing proxy solicitation materials. 

Twelve CFR 192.280(a) provides that a 

savings association must mail the 

member’s cleared proxy solicitation 

material if a member requests in writing 

that the savings association mail the 

proxy solicitation material, if the 

savings association’s board of directors 

has adopted a plan of conversion, the 

appropriate Federal banking agency has 

cleared the member’s proxy solicitation, 

and the member agrees to defray the 

savings association’s reasonable 

expenses. Twelve CFR 192.280(b) 

provides that upon receipt of such a 

request, the savings association must 

promptly furnish to the member the 

approximate number of members that 

the savings association solicited or will 

solicit (or the approximate number of 

members of any group of account 

holders that the member designates) and 

the estimated cost of mailing the proxy 

solicitation material. 

Twelve CFR 192.295 provides that if 

a savings association amends its 

application for conversion, the 

appropriate Federal banking agency may 

require the savings association to resolicit proxies for its members’ meeting 

as a condition of approval of the 

amendment. 

Twelve CFR 192.300 sets forth the 

requirements governing offering 

circulars. Twelve CFR 192.300(a) 

provides that a Federal savings 

association must file its offering circular 

with the appropriate OCC licensing 

office and a State savings association 

must file its offering circular with the 

appropriate FDIC region. Twelve CFR 

192.300(b) provides that a savings 

association must condition its stock 

offering upon member approval of its 

plan of conversion. 

Twelve CFR 192.305 sets forth rules 

governing the distribution of the 

offering circular. Twelve CFR 192.305(a) 

provides that a savings association may 

distribute a preliminary offering circular 

at the same time as or after it mails the 

proxy statement to its members. Twelve 

CFR 192.305(c) provides that a savings 

association must distribute a final 

offering circular for stock issued in the 

transaction to persons listed in its plan 

of conversion within ten calendar days 

after the appropriate Federal banking 

agency declares the offering circular 

effective or the Securities and Exchange 

Commission declares the registration 

statement for the offering circular 

effective. 

Twelve CFR 192.310 sets forth the 

rules governing post-effective 

amendments to an offering circular. 

Twelve CFR 192.310(b) provides that 

after the appropriate Federal banking 

agency or the Securities and Exchange 

Commission declares the post-effective 

amendment effective, the savings 

association must immediately have the 

amendment to the offering circular 

delivered to each person who 

subscribed for or ordered shares in the 

offering. Twelve CFR 192.310(c) 

provides that the post-effective 

amendment must indicate that each 

person may increase, decrease, or 

rescind their subscription or order. 

Twelve CFR 192.320 provides that a 

savings association must offer to sell its 

shares in the following order: (a) eligible 

account holders; (b) tax-qualified 

employee stock ownership plans; (c) 

supplemental eligible account holders; 

(d) other voting members who have 

subscription rights; and (e) the savings 

association’s community or the general 

public. 

Twelve CFR 192.335 sets forth the 

procedures for the sale of conversion 

shares. Twelve CFR 192.335(a) provides 

that savings association must distribute 

order forms to all eligible account 

holders, supplemental eligible account 

holders, and other voting members to 

enable them to subscribe for the 

conversion shares they are permitted 

under the plan of conversion. The 

savings association may either send the 

order forms with its offering circular or 

after the savings association distributes 

its offering circular. 

Twelve CFR 192.405 sets forth the 

rules governing extensions of the 

offering period. Twelve CFR 192.405(b) 

provides that if the appropriate Federal 

banking agency grants a savings 

association’s request for an extension of 

the offering period, the savings 

association must provide a posteffective amendment to the offering 

circular under § 192.310 to each person 

who subscribed for or ordered stock. 

The amendment must indicate that the 

appropriate Federal banking agency 

extended the offering period and that 

each person who subscribed for or 

ordered stock may increase, decrease, or 

rescind their subscription or order 

within the time remaining in the 

extension period. 

Twelve CFR 192.430 sets forth the 

rules governing charter amendments. 

Twelve CFR 192.430(a) provides that if 

the savings association is a Federallychartered mutual savings association or 

savings bank and it converts to a 

Federally-chartered stock savings 

association or savings bank, it must 

apply to the OCC to amend its charter 

and bylaws consistent with 12 CFR 5.22 

as part of the savings association’s 

application for conversion. 

Twelve CFR 192.450(a) provides that 

a liquidation account represents the 

potential interest of eligible account 

holders and supplemental eligible 

account holders in the savings 

association’s net worth at the time of 

conversion. A savings association must 

maintain a sub-account to reflect the 

interest of each account holder. 

Twelve CFR 192.470 sets forth the 

rules governing adjustments to 

liquidation sub-accounts. Twelve CFR 

192.470(a) provides that a savings 

association must reduce the balance of 

an eligible account holder’s or 

supplemental eligible account holder’s 

liquidation sub-account if the deposit 

balance in the account holder’s savings 

account at the close of business on any 

annual closing date, falls below the 

lesser of: (i) the deposit balance in the 

account holder’s savings account as of 

the relevant eligibility record date; or 

(ii) the deposit balance in the account 

holder’s savings account as of its lowest 

balance as of any subsequent annual 

closing date. The reduction in the 

liquidation sub-account from its balance 

at the time of conversion must be 

proportionate to the reduction in the 

account holder’s savings account from 

its balance at the time of conversion. 

Twelve CFR 192.470(c) provides that a 

savings association is not required to 

adjust the liquidation account and subaccount balances at each annual closing 

date if the savings association maintains 

sufficient records to make the 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 168 / Thursday, August 31, 2023 / Notices 60265 

computations if a liquidation 

subsequently occurs. Twelve CFR 

192.470(d) provides that a savings 

association must maintain the 

liquidation sub-account for each 

account holder as long as the account 

holder maintains an account with the 

same social security number. 

Twelve CFR 192.485 provides that if 

a savings association converts to Federal 

stock form, it must include a specific 

provision regarding the maintenance of 

a liquidation account in its new charter. 

Twelve CFR 192.500(a) provides that 

during the twelve months after its 

conversion, a savings association may 

implement a stock option plan (Option 

Plan), an employee stock ownership 

plan or other tax-qualified employee 

stock benefit plan (collectively, ESOP), 

and a management recognition plan 

(MRP), provided that the savings 

association meets a set of requirements, 

including disclosure requirements and 

percentage limitations, and vesting 

restrictions. 

Twelve CFR 192.505 sets forth the 

rules governing restrictions on trading. 

Twelve CFR 192.505(b) provides that 

the savings association must include a 

notice of an applicable restriction on 

each certificate of stock that a director 

or officer purchases during the 

conversion or receives in connection 

with a stock dividend, stock split, or 

otherwise with respect to such restricted 

shares. 

Twelve CFR 192.515 details the 

information that must be filed with the 

Federal banking agency prior to the 

repurchase of shares. Twelve CFR 

192.515(a) provides that in order to 

repurchase stock in the first year 

following conversion, a savings 

association generally must file a written 

notice with the appropriate OCC 

licensing office if Federally-chartered 

and with the appropriate FDIC region if 

State-chartered. The savings association 

must provide the following information: 

(1) the proposed repurchase program; 

(2) the effect of the repurchases on 

regulatory capital; and (3) the purpose 

of the repurchases and, if applicable, an 

explanation of the extraordinary 

circumstances necessitating the 

repurchases. Twelve CFR 192.515(b) 

provides that a Federal savings 

association must file its notice with the 

appropriate OCC licensing office, and a 

State savings association must file its 

notice with the appropriate regional 

director of the FDIC, at least 10 calendar 

days before the savings association 

begins its repurchase program. Twelve 

CFR 192.515(c) provides that a savings 

association may not repurchase its 

shares if the appropriate Federal 

banking agency objects to the 

repurchase program. 

Twelve CFR 192.525 sets forth the 

restrictions on the acquisition of shares 

after conversion. Twelve CFR 

192.525(c)(5) provides that an acquiror 

does not have to file a separate 

application to obtain the appropriate 

Federal banking agency’s approval 

under 12 CFR 192.525(a) if the acquiror 

files an application under 12 CFR 5.50 

that specifically addresses the criteria 

listed under 12 CFR 192.525(d) and the 

savings association does not oppose the 

proposed acquisition. Twelve CFR 

192.525(d) provides conditions under 

which the appropriate Federal banking 

agency may deny an application to 

acquire shares. 

Twelve CFR 192.530 sets forth other 

post conversion requirements. Twelve 

CFR 192.530(a) provides that after a 

savings association converts, it must 

promptly register its shares under the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a–78jj, as amended). The 

savings association may not deregister 

the shares for three years. Twelve CFR 

192.530(c) provides that a savings 

association must also use its best efforts 

to list its shares on a national or regional 

securities exchange or on the National 

Association of Securities Dealers 

Automated Quotation system. Finally, 

12 CFR 192.530(d) requires the savings 

association to file all post-conversion 

reports required by the appropriate 

Federal banking agency. 

Twelve CFR 192.550(a) provides that 

a savings association may contribute 

some of its conversion shares or 

proceeds to a charitable organization if 

its plan of conversion provides for the 

proposed contribution. 

Twelve CFR 192.565 provides that the 

charter of a charitable organization’s 

charter (or trust agreement) and the gift 

instrument itself must provide that: (a) 

the charitable organization’s primary 

purpose is to serve and make grants in 

the savings association’s local 

community; (b) as long as the charitable 

organization controls shares, it must 

vote those shares in the same ratio as all 

other shares voted on each proposal 

considered by the savings association’s 

shareholders; (c) for at least five years 

after its organization, one seat on the 

charitable organization’s board of 

directors (or board of trustees) is 

reserved for an independent director (or 

trustee) from the savings association’s 

local community who is not affiliated 

with the savings association and 

experienced with local community 

charitable organizations and grant 

making; and (d) for at least five years 

after its organization, one seat on the 

charitable organization’s board of 

directors (or board of trustees) is 

reserved for a director from the savings 

association’s board of directors. 

Twelve CFR 192.575(a) provides that 

the charitable organization’s charter (or 

trust agreement) and the gift instrument 

for the contribution must provide that: 

(1) the appropriate Federal banking 

agency may examine the charitable 

organization at the charitable 

organization’s expense; (2) the 

organization must comply with all 

supervisory directives that the 

appropriate Federal banking agency 

imposes; (3) the organization must 

operate according to written policies 

adopted by its board of directors (or 

board of trustees), including a conflict of 

interest policy; (4) the organization must 

not engage in self-dealing; and (5) the 

organization must comply with all laws 

necessary to maintain its tax-exempt 

status under the Internal Revenue Code. 

Twelve CFR 192.575(b) provides that 

the savings association must include a 

specific legend in the stock certificates 

of shares that the savings association 

contributes to the charitable 

organization or that the charitable 

organization otherwise acquires. 

Twelve CFR 192.650 provides that a 

majority of the board of directors of the 

savings association must adopt a plan of 

voluntary supervisory conversion. The 

savings association must include in its 

plan of voluntary supervisory 

conversion: (a) the savings association’s 

name and address; (b) a description of 

the proposed voluntary supervisory 

conversion transaction that also 

describes plans for any liquidation 

account; and (c) certified copies of all 

resolutions relating to the conversion 

adopted by the board of directors of the 

savings association. 

Twelve CFR 192.660 provides that a 

savings association must include all of 

the following information and 

documents in a voluntary supervisory 

conversion application to the 

appropriate OCC licensing office if it is 

a Federal savings association and to the 

appropriate FDIC region if it is a State 

savings association under this subpart: 

(a) information establishing eligibility; 

(b) a plan of conversion that complies 

with § 192.650; (c) a business plan that 

complies with § 192.105, when required 

by the appropriate Federal banking 

agency; (d) financial data, including 

financial statements and call reports, to 

support the transaction; (e) proposed 

documents for the conversion (charter, 

bylaws, stock certificate, securities 

disclosure materials); (f) any agreements 

between the savings association and 

proposed purchasers and all existing 

and proposed employment contracts; (g) 

all related filings and applications 


ddrumheller on DSK120RN23PROD with NOTICES1
60266 Federal Register / Vol. 88, No. 168 / Thursday, August 31, 2023 / Notices 

including, filings required under the 

securities offering rules of 12 CFR parts 

16 and 192, Change in Bank Control Act 

submissions, subordinated debt 

applications, applications for 

permission to organize a stock 

association and for approval of a merger, 

applications for FDIC insurance of 

accounts); and (h) other information, 

including a statement describing postconversion roles for officers, directors, 

and affiliates and waiver requests. 

Type of Review: Revision. 

Affected Public: Businesses or other 

for-profit. 

Estimated Number of Respondents: 1. 

Estimated Total Annual Burden: 512 

hours. 

Comments: On June 07, 2023, the 

OCC published a 60-day notice for this 

information collection, (88 FR 37305). 

No comments were received. Comments 

continue to be invited on: 

(a) Whether the collection of 

information is necessary for the proper 

performance of the functions of the 

OCC, including whether the information 

has practical utility; 

(b) The accuracy of the OCC’s 

estimate of the burden of the collection 

of information; 

(c) Ways to enhance the quality, 

utility, and clarity of the information to 

be collected; 

(d) Ways to minimize the burden of 

the 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. 

Theodore J. Dowd, 

Deputy Chief Counsel, Office of the 

Comptroller of the Currency. 

[FR Doc. 2023–18808 Filed 8–30–23; 8:45 am] 

BILLING CODE 4810–33–P 

DEPARTMENT OF THE TREASURY 

Office of the Comptroller of the 

Currency 

Agency Information Collection 

Activities: Information Collection 

Renewal; Submission for OMB Review; 

Supervisory Guidance: Supervisory 

Review Process of Capital Adequacy 

(Pillar 2) Related to the Implementation 

of the Basel II Advanced Capital 

Framework 

AGENCY: Office of the Comptroller of the 

Currency (OCC), Treasury. 

ACTION: Notice and request for comment. 

SUMMARY: The OCC, as part of its 

continuing effort to reduce paperwork 

and respondent burden, invites 

comment on a continuing information 

collection, as required by the Paperwork 

Reduction Act of 1995 (PRA). In 

accordance with the requirements of the 

PRA, the OCC may not conduct or 

sponsor, and the respondent is not 

required to respond to, an information 

collection unless it displays a currently 

valid Office of Management and Budget 

(OMB) control number. The OCC is 

soliciting comment concerning the 

renewal of its information collection 

titled, ‘‘Supervisory Guidance: 

Supervisory Review Process of Capital 

Adequacy (Pillar 2) Related to the 

Implementation of the Basel II 

Advanced Capital Framework.’’ The 

OCC also is giving notice that it has sent 

the collection to OMB for review. 

DATES: Comments must be received by 

October 2, 2023. 

ADDRESSES: Commenters are encouraged 

to submit comments by email, if 

possible. 

You may submit comments by any of 

the following methods: 

• Email: prainfo@occ.treas.gov. 

• Mail: Chief Counsel’s Office, 

Attention: Comment Processing, Office 

of the Comptroller of the Currency, 

Attention: 1557–0242, 400 7th Street 

SW, Suite 3E–218, Washington, DC 

20219. 

• Hand Delivery/Courier: 400 7th 

Street SW, Suite 3E–218, Washington, 

DC 20219. 

• Fax: (571) 293–4835. 

Instructions: You must include 

‘‘OCC’’ as the agency name and ‘‘1557– 

0242’’ in your comment. In general, the 

OCC will publish comments on 

www.reginfo.gov without change, 

including any business or personal 

information provided, such as name and 

address information, email addresses, or 

phone numbers. Comments received, 

including attachments and other 

supporting materials, are part of the 

public record and subject to public 

disclosure. Do not include any 

information in your comment or 

supporting materials that you consider 

confidential or inappropriate for public 

disclosure. 

Written comments and 

recommendations for the proposed 

information collection should also be 

sent within 30 days of publication of 

this notice to www.reginfo.gov/public/ 

do/PRAMain. You can find this 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

You may review comments and other 

related materials that pertain to this 

information collection following the 

close of the 30-day comment period for 

this notice by the method set forth in 

the next bullet. 

• Viewing Comments Electronically: 

Go to www.reginfo.gov. Hover over the 

‘‘Information Collection Review’’ tab 

and click on ‘‘Information Collection 

Review’’ from the drop-down menu. 

From the ‘‘Currently under Review’’ 

drop-down menu, select ‘‘Department of 

Treasury’’ and then click ‘‘submit.’’ This 

information collection can be located by 

searching OMB control number ‘‘1557– 

0242’’ or ‘‘Supervisory Guidance: 

Supervisory Review Process of Capital 

Adequacy (Pillar 2) Related to the 

Implementation of the Basel II 

Advanced Capital Framework.’’ Upon 

finding the appropriate information 

collection, click on the related ‘‘ICR 

Reference Number.’’ On the next screen, 

select ‘‘View Supporting Statement and 

Other Documents’’ and then click on the 

link to any comment listed at the bottom 

of the screen. 

• For assistance in navigating 

www.reginfo.gov, please contact the 

Regulatory Information Service Center 

at (202) 482–7340. 

FOR FURTHER INFORMATION CONTACT: 

Shaquita Merritt, Clearance Officer, 

(202) 649–5490, Chief Counsel’s Office, 

Office of the Comptroller of the 

Currency, 400 7th Street SW, 

Washington, DC 20219. If you are deaf, 

hard of hearing, or have a speech 

disability, please dial 7–1–1 to access 

telecommunications relay services. 

SUPPLEMENTARY INFORMATION: Under the 

PRA (44 U.S.C. 3501 et seq.), Federal 

agencies must obtain approval from the 

OMB for each collection of information 

that they conduct or sponsor. 

‘‘Collection of information’’ is defined 

in 44 U.S.C. 3502(3) and 5 CFR 

1320.3(c) to include agency requests or 

requirements that members of the public 

submit reports, keep records, or provide 

information to a third party. The OCC 

asks the OMB to extend its approval of 

the collection in this notice. 

Title: Supervisory Guidance: 

Supervisory Review Process of Capital 

Adequacy (Pillar 2) Related to the 

Implementation of the Basel II 

Advanced Capital Framework. 

OMB Control No.: 1557–0242. 

Frequency of Response: Eventgenerated. 

Affected Public: National banks and 

Federal savings associations subject to 

the advanced approaches capital rule. 

Abstract: In 2008, the OCC, Board of 

Governors of the Federal Reserve 

System, and Federal Deposit Insurance 

Corporation issued a supervisory 

guidance document to assist banking 

organizations in implementing the 


ddrumheller on DSK120RN23PROD with NOTICES1