Form 1523 Form 1523 Application for Approval of a Minority Stock Issuance by

OMB No. 7100-0340
Expiration Date: 1/31/2015

OFFICE OF THRIFT SUPERVISION
FORM MHC-2
APPLICATION FOR APPROVAL OF A MINORITY STOCK ISSUANCE BY A SAVINGS
ASSOCIATION SUBSIDIARY OF A MUTUAL HOLDING COMPANY
PAPERWORK REDUCTION ACT STATEMENT
The Office of Thrift Supervision will use the information specified in this form to review requests
from savings association subsidiaries of mutual holding companies to conduct minority stock
issuances.
This collection of information is mandatory pursuant to 12 C.F.R. Part 575.
The public reporting burden for this collection of information is estimated to average 350 hours per
response, including the time for reviewing instructions, searching existing data, and completing and
reviewing the collection of information. If a valid OMB Control Number does not appear on this form,
you are not required to complete this form. Send comments regarding this burden estimate or any
other aspect of the collection of information, including suggestions for reducing this burden, to the
Office of Thrift Supervision, Corporate & International Activities, 1700 G Street, N.W., Washington,
D.C. 20552; and the Office of Management and Budget, Paperwork Reduction Project (7100-0340),
Washington, D.C. 20503.

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

OFFICE OF THRIFT SUPERVISION
FORM MHC-2
______________________________________________________________________________
Name of the Association
______________________________________________________________________________
Street Address of the Association (include City, State, and Zip Code)
______________________________________________________________________________
Date of Application
______________________________________________________________________________
Name, Address, and Phone Number of Contact Person for the Application
Item 1:

Form of application.

Provide names and titles of the officers and directors signing this application below their
signatures.
__________________________ (the “Applicant”) hereby applies for approval to offer and issue
stock to persons other than Applicant’s mutual holding company parent pursuant to the Stock
Issuance Plan set forth in Item 2 hereof and submits its proposed Stock Issuance Plan and such
other information and exhibits as are required by Form MHC-2.
In submitting this application, the Applicant understands and agrees that, if further examinations
or appraisals, or both, are required by Office of Thrift Supervision (“OTS”), they will be
conducted by, or as approved by the OTS at the expense of the Applicant, and the Applicant will
pay the cost there of as computed by the OTS.
This application has been approved by at least a majority of the board of directors of the
Applicant. By filing this application, the Applicant by its duly authorized representative and the
undersigned officers, represents that the Application does not make any untrue statement or
material fact or omit to state any material facts. In addition, each undersigned officer individually
represents that: (A) he or she has read this Application; and (B) he or she has made such
examination and investigation as is necessary to enable him or her to express an informed opinion
that the Application does not make any untrue statement of material fact or omit to state a
material fact.
Name of the Applicant: ___________________________________________
By: Duly Authorized Representative: ________________________________
Principal Executive Officer: ________________________________________
_____________________________________
Director, for

_____________________________________
Director, for

_____________________________________
Director, for

_____________________________________
Director, for

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

Item 2:

Stock Issuance Plan.

Furnish the complete formal Stock Issuance Plan adopted by the board of directors of the
Applicant. The Plan should contain the information specified in 12 C.F.R. § 575.8. The terms of
the Plan will be a basis for the OTS’s approval and the Plans as approved will be distributed as an
attachment to any proxy statement utilized to obtain shareholder or membership approval of the
Plan.
Item 3:

Capitalization.

For the Applicant each commonly controlled savings association, set forth computations of: (A)
the level of core capital, tangible capital, and risk-based capital that each association was required
to maintain pursuant to 12 C.F.R. Part 567 as the most recent practicable date; (B) the amount of
each association’s “fully phased-in capital requirements” (as defined in 12 C.F.R. § 567.1) as of
that date; and after giving effect to the proposed stock issuance, and state whether the Applicant
or any commonly controlled association has submitted a capital plan pursuant to 12 C.F.R. §
567.10, the date of approval of any such plan and whether the association is operating in
compliance with that plan. Finally, state the total assets, liabilities, and shareholders equity (on a
GAAP basis) of the mutual holding on both a consolidated and unconsolidated basis.
Item 4:

Offering Circular.

Either submit a copy of any offering circular that must be filed with and declared effective by the
OTS pursuant to 12 C.F.R. Part 563g or state the reasons why any such offering circular need not
be filed with and declared effective by the OTS pursuant to 12 C.F.R. Part 563g.
Item 5:

Valuation.

Submit the information required by 12 C.F.R. § 575.7(b).
Item 6:

Use of proceeds.

State how the Applicant proposes to utilize the proceeds of the stock issuance. If any of the
proceeds are to be distributed to the Applicant’s mutual holding company, state the amount of the
proposed distribution and set forth a computation of the maximum amount of capital that may be
distributed pursuant to 12 C.F.R. 563 Subpart E.
Item 7:

Sequence and timing of the Stock Issuance Plan.

Set forth the expected chronological order of the events connected with the Stock Issuance Plan
beginning with the filing of this application through completion of the stock issuance. Indicate the
expected timing of any requisite approvals by any regulatory authorities other than the OTS.

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

Item 8:

Compliance with regulatory thresholds.

Provide, in the following tabular form, the data necessary to confirm compliance with 12 C.F.R.
§ 575.8(a)(3) through (a)(9) as of the most recent practicable date and after completion of the
proposed stock issuance.

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

REGULATORY COMPLIANCE TABLES1
Table 1
As of Amount
Total shares of common stock
Applicant outstanding
Total shares of common stock
held by the persons other than
the MHC
Total shares of common stock
acquired by all insiders, their
associates, and non-tax-qualified
employee stock benefit plans
upon original issue
Total assets of Applicant
Maximum number of shares of
common stock acquired by an
individual insider and his or her
associates upon original issue

%2

Pro forma
as of Amount

N.A.

%2
N.A.

Table 2
As of Amount
Total stock holders’ equity of
Applicant
Total stock holders’ equity of
Applicant held by persons other
than the MHC
Total stock holders’ equity
represented by shares of
preferred and common stock
acquired by all insiders, their
associates and on-tax-qualified
employee stock benefit plans
upon original issue
Maximum stockholders’ equity
represented by shares of
preferred and common stock
acquired by any individual
insider and his or her associates
upon original issue
Maximum stockholders equity
represented by shares of
preferred and common stock
acquired by any individual
insider and his or her associates
upon original issue

%3
N.A.

Pro forma
as of Amount

%3
N.A.

Footnotes to Tables 1 and 2:
1
For purposes of these tables, the term “MHC” means the Association’s mutual holding company parent, and the term “N.A.”
means not applicable.
2

The number listed is this column is the percentage of the number of outstanding shares of common stock held by person other
than the MHC represented by the number in the prior column.

3

The number listed in this column is the percentage of stockholders’ equity of the Applicant held by persons other than the MHC
represented by the number in the prior column.

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

Exhibits
The following exhibits shall be attached to this Form:
Exhibit 1:

Resolution of the board of directors.

Set forth a certified copy of resolutions adopted by a majority of the board of directors of the Applicant:
(a) adopting the Stock Issuance Plan; and
(b) authorizing the filing of this application.
Exhibit 2:

Copies of documents.

Furnish the following documents:
(a) The Stock Issuance Plan.
(b) Proposed stock certificates, and any other securities to be issued, and proposed order forms.
(c) The charter and bylaws of the Applicant.
(d) Any trustee agreements or indentures, or other agreements or documents defining or affecting the
rights of persons acquiring stock in the proposed issuance.
(e) Any employee stock benefit plan and form of employee stock benefit plan agreement for any taxqualified or non-tax-qualified employee stock benefit plan of the association (as those terms are
defined in 12 C.F.R. § 575.2) that will purchase any of the stock to be issued.
(f) Contracts or agreements, if any, with paid solicitors described in Item 3(b) of Form PS, 12 C.F.R.
§ 563b.101.
(g) Any actual or proposed appraisal agreement, underwriting contracts, or agreements among
underwriters.
(h) Any required undertaking or affidavits by officers or directors purchasing shares in the issuance
state that they are acting independently.
(i) Any agreements for the making of markets or the listing on exchanges of the stock of the
applicant.
(j) Every contract not made in the ordinary course of business which is material to the Applicant and
is to be performed in whole or in part at or after the filing of the Application or was entered into
not more than two years before such filing.
Exhibit 3:

Opinion of counsel.

Furnish an opinion of counsel for the Applicant regarding each of the following matters:
(a) The legal sufficiency of the proposed certificates and order forms for the stock to be issued by
the Applicant.
(b) State law requirements applicable to the Stock Issuance Plan, including citations to applicable
state law and a statement regarding whether such requirements will be fulfilled by the Plan.

OTS Form 1523
Revised June 2008

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OMB No. 7100-0340
Expiration Date: 1/31/2015

(c) A statement whether the Stock Issuance Plan is consistent with the terms of the Applicant’s
charter, including terms governing the type and amount of stock that may be issued.
Exhibit 4:

Consents.

If any accountant, attorney, investment banker, appraiser, or other person whose profession gives
authority to a statement made in the application or any document filed in connection with the application
is named as having prepared, reviewed, passed upon or certified any part thereof, or any report or
valuation for use in connection therewith, the written consent of such person shall be included under this
Exhibit 4. If any portion of a report of an expert is quoted or summarized as such in the application or
any document filed in connection therewith, the written consent of the expert shall expressly state that the
expert consents to such quotation or summarization.

OTS Form 1523
Revised June 2008

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