1550-0035 (Supporting Statement)

SUPPORTING STATEMENT
Securities Offering Disclosure
OMB Control No. 1550-0035

PART A.
1.

JUSTIFICATION

Circumstances that make the collection necessary:
OTS collects information for disclosure in securities offerings by savings associations.
Filings are to be made under cover of OTS Form OC and provide certain information
required by Form OC. OTS’s statutory authority for collecting this information is under
the Home Owners’ Loan Act of 1933, and is pursuant to an exemption from registration
for savings associations in the Securities Act of 1933. The Securities Offering regulation,
12 CFR part 563g, sets standards for disclosure in connection with a purchase or sale of
securities to provide information to shareholders and potential investors to make
informed investment decisions and to reduce the risk of a fraudulent securities offering
that could adversely affect the public or the safety and soundness of a savings
association. This submission also updates the list of forms and costs applicable to
registrants filing with OTS, pursuant to part 563g.
In addition, on July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002, Pub. L. No. 107-204 (2002) (the “Sarbanes-Oxley Act”). Titles III and IV of the
Sarbanes-Oxley Act include a number of provisions that are designed to improve the
corporate governance and financial disclosures of issuers that have a class of securities
registered under sections 12(b) or 12(g) of the Exchange Act, or that are required to file
periodic reports with the SEC under section 15(d) of the Exchange Act. All registered
savings associations are public issuers for purposes of the law.
Section 563g.7 of the Securities Offering regulation requires that registration statements
filed by savings associations must comply with the requirements of all items of the form
for registration (17 CFR part 239) that the issuer would be eligible to use were it required
to register the securities under the Securities Act. Section 563g.18 of the regulation
requires that registered savings associations that have had an offering circular declared
effective under part 563g file periodic and current reports on Forms 8-K, 10-Q, 10-QSB,
10-K and 10-KSB, as appropriate, as if the securities sold by such offering circular were
securities registered pursuant to section 12 of the Exchange Act.
The effect of these rules is to require savings associations filing registration statements
and other current and periodic documents pursuant to part 563g to comply with certain
provisions of the Exchange Act, including new subsection 10A(m), and those sections of
the Sarbanes-Oxley Act that are directly applicable to section 15(d) filers and that are
administered and enforced by OTS with respect to registered savings associations. OTS
believes that this treatment is consistent with the objectives of part 563g, which was
adopted in order to promote generally comparable treatment between savings association
issuers of securities and other issuers that are directly subject to section 15(d).

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2.

Use of the information:
The Securities Offering regulation provides necessary information, including financial
disclosure, to persons to make an informed investment decision regarding a possible
purchase or sale of a savings association’s securities. Further, OTS’s regulation sets
standards for disclosure to reduce the risk of a fraudulent securities offering that could
adversely affect the public or the safety and soundness of a savings association.

3.

Consideration of the use of improved information technology:
The use of automated systems by the applicant may be helpful in extracting financial data
required in the offering documents. The use of the improved technology has been
considered in estimating the total burden.

4.

Efforts to identify duplication:
The data submitted to OTS for each securities offering differs for each savings
association and for each transaction. We are unaware of any information required or
received by OTS that duplicates any information in these securities offerings.

5.

Methods used to minimize burden if the collection has a significant impact on a
substantial number of small entities:
Some of these institutions may be considered small businesses. The information
collection differentiates information collections on the basis of an institution’s size for
associations meeting the requirements of SEC Regulation S-B (17 CFR Part 228) and the
definition of “small business issuer” in that regulation. OTS is responsible for assuring
that proper disclosure is made by required savings associations for the benefit of
shareholders and potential investors, regardless of the registrant’s size.

6.

Consequences to the Federal program if the collection were conducted less frequently:
Inasmuch as the information is submitted only once for each transaction, and each
transaction is unique, OTS would be unable to evaluate a proposed transaction if the
required information were not submitted for each offering.

7.

Special circumstances necessitating collection inconsistent with 5 CFR 1320:
This information collection is conducted in a manner consistent with the guidelines set
out in 5 CFR 1320.6, with one exception – OTS requires more than three copies of
documents. The registration statement is usually bound in booklet form and submission
of additional copies imposes minimal additional burden on savings associations. The
additional copies are required to: facilitate OTS’s review, provide copies for the public’s
inspection, and expedite the regulatory process. Later duplication by OTS of such

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unwieldy documents would be inefficient, costly, and would slow OTS action. The
number of copies is consistent with SEC filing requirement for paper copies.
8.

Efforts to consult with persons outside the agency:
Notice of intent to renew this information collection was published in the Federal
Register on February 26, 2007 (72 FR 8424). OTS received no comments.

9.

Payment to respondents:
No payment or gifts are made to respondents in connection with collecting the
information in the above captioned forms.

10.

Any assurance of confidentiality:
Respondents will not be provided with an assurance of confidentiality. The offering
circulars, notices, and securities sales reports required to be filed under the Securities
Offering regulation are public. Therefore, a discussion of the statute, regulation, or
agency policy that provides a basis for confidentiality is not applicable. However,
requests for treatment of certain limited information as confidential, such as trade secrets,
could be granted if the information was exempt under the Freedom of Information Act
(5 USC 552a). See 12 CFR 563g.13.

11.

Justification for questions of a sensitive nature:
No questions of a sensitive nature are required by the proposed information collection.

12.

Burden estimate:
It is difficult to anticipate when a savings association will undertake a sale of securities,
therefore, it is difficult to estimate the actual number of forms that savings associations
will choose to file. Based on filings for the twelve months from January 1, 2006 to
January 24, 2007, OTS estimates the annual frequency of responses as follows:

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Form
S-1
S-1 Supp.
S-3
S-4
SB-1
SB-2
144
G-12
Total

Number
1
13
0
0
1
0
0
4
19

Hours per Form
294
20
115
1,016
177
148
2
1

Total Hours
294
260
0
0
177
0
0
4
735

Rate per Hour
200
200
200
200
200
200
200
200

Total
$58,800
52,000
0
0
35,400
0
0
800
$147,000

Section 563g.7 of the Securities Offering regulation requires that registration statements
filed by savings associations must comply with the requirements of all items of the form
for registration (17 CFR part 239) that the issuer would be eligible to use were it required
to register the securities under the Securities Act, in addition to providing certain
information required by Items 3 and 4 of Form OC. (The information required by Items
3 and 4 of Form OC are substantially similar to information required by certain items of
the relevant SEC forms.) Therefore, because of the varying number of hours to prepare
the relevant SEC forms, OTS reports the number of burden hours based on the relevant
SEC form, rather than reporting on a combined average basis for Form OC for part 563g
purposes.
A total of 735 hours computes to an estimated cost of $147,000. The base price of $200
per hour considers a compilation of varying costs of legal, accounting, consulting,
management, and clerical personnel.
13.

Estimate of annualized costs to respondents (excluding the cost of any hour burden
shown in Items 12 and 14):
The total annualized costs for collecting the information for each respondent (not
counting costs estimated in response to questions 12 and 14) are negligible. OTS would
calculate such costs at an hourly rate of $50 per hour based on an average cost
representing a mixture of analytical and support personnel. However, costs associated
with securities filings in question are only generated when such filings are about to be
made and are included in question 12 estimates. Other than costs of normal business
operations, there are no costs for respondents or record keepers resulting from the
collection of information.

14.

Estimate of annualized costs to the Federal government:
The total estimated annualized cost to the government for collecting the information is
included in normal OTS operations expended in the normal course of business. OTS
does not separate statistics showing any incremental additional expenditures of time,
development, computer, or other equipment costs, and no new employees will be hired to
evaluate the information.

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15.

Changes in burden:
OTS has adjusted the expenditures reported in answers 13 and 14 of OMB Form 83-1 by
reducing the actual hours requested from 994 to 735. This reduction reflects results from
fewer filings by savings associations issuing securities.

16.

Information regarding information collections whose results are planned to be
published for statistical use:
The collected information will not be published for statistical purposes.

17.

Display of expiration date:
The OMB expiration date obtained by the SEC on its Forms S-1, S-3, S-4, SB-1, SB-2,
144, and by OTS on its Form G-12 will be displayed.

18.

Exceptions to certification statement:
N/A.

PART B.

COLLECTIONS OF INFORMATION EMPLOYING STATISTICAL
METHODS

Not Applicable.

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