MHCForms_20200129_omb

Supporting Statement for the
Notice of Mutual Holding Company Reorganization (FR MM-10(o)-1),
Application for Approval of a Stock Issuance by a Subsidiary Holding Company of a
Mutual Holding Company (FR MM-10(o)-2),
Application for Conversion of a Mutual Holding Company to Stock Form (FR MM-AC),
Proxy Statement (FR MM-PS), Offering Circular (FR MM-OC), and
Order Form (FR MM-OF) (OMB No. 7100-0340)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years, with
revision, the Notice of Mutual Holding Company Reorganization (FR MM-10(o)-1), Application
for Approval of a Stock Issuance by a Subsidiary Holding Company of a Mutual Holding
Company (FR MM-10(o)-2), Application for Conversion of a Mutual Holding Company to
Stock Form (FR MM-AC), Proxy Statement (FR MM-PS), Offering Circular (FR MM-OC), and
Order Form (FR MM-OF) (OMB No. 7100-0340) (collectively, the MHC Forms).1
The MHC Forms consist of information that must be filed in connection with certain
proposals involving savings and loan holding companies that are organized in mutual form
(MHCs), including the reorganization of a savings association into MHC form, stock issuances
of holding company subsidiaries of MHCs, and conversions of MHCs to stock form. The Board
requires the submission of these filings to allow the Board to fulfill its obligations to review such
transactions under section 10(o) of the Home Owners’ Loan Act (HOLA), as amended
(12 U.S.C. § 1467a(o)) and the Board’s Regulation MM –Mutual Holding Companies
(12 CFR 239). The Board uses the information submitted by an applicant or notificant to
evaluate these transactions with respect to the relevant statutory and regulatory factors.
The Board made numerous revisions to the MHC Forms, which were originally drafted
by the Office of Thrift Supervision (OTS) when it supervised MHCs. Since supervisory
functions of the OTS relating to savings and loan holding companies and MHCs were transferred
to the Board, many of the changes modify the MHC Forms to make the forms consistent with the
format of other Board forms. Additionally, the revisions meant to (1) reduce the amount and
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The Board is changing the internal Agency Tracking Number previously assigned to all of these forms for the
purpose of consistency, and is changing the title of certain of these forms for clarity. The Board is changing the
internal Agency Tracking Number of the Notice of Mutual Holding Company Reorganization from “Form 1522” to
“FR MM-10(o)-1.” The Board is changing the title of the “Application for Approval of a Minority Stock Issuance by
a Savings Association Subsidiary of a Mutual Holding Company” to “Application for Approval of a Stock Issuance
by a Subsidiary Holding Company of a Mutual Holding Company,” and is changing the internal Agency Tracking
Number for that form from “Form 1523” to “FR MM-10(o)-2.” The Board is changing the title of the “Application
for Conversion” to “Application for Conversion of a Mutual Holding Company to Stock Form” and is changing the
internal Agency Tracking Number for that form from “Form 1680” to “FR MM-AC.” The Board is changing the
internal Agency Tracking Number of the Proxy Statement from “Form 1681” to “FR MM-PS.” The Board is
changing the internal Agency Tracking Number of the Offering Circular from “Form 1682” to “FR MM-OC.” The
Board is changing the internal Agency Tracking Number of the Order Form from “Form 1683” to “FR MM-OF.”
The Application for Conversion (Form 1680), Proxy Statement (Form 1681), Offering Circular (Form 1682), and
Order Form (Form 1683) currently form a family of information collections under OMB No. 7100-0335. This
proposal would add these forms to the family of information collections under OMB No. 7100-0340.

types of data requested, (2) incorporate information on the Board’s policies and procedures for
processing applications, (3) improve the clarity of the information requests, (4) reflect the impact
of new laws, regulations, capital requirements, and accounting rules, (5) delete unnecessary
information requests, and (6) improve or update grammar, comprehension, citations, and mailing
addresses. The revisions are also intended to ensure that initial filings include the information the
Federal Reserve System (Federal Reserve) requires to evaluate a transaction and thereby reduce
the need for subsequent information requests. The revisions are effective January 1, 2020.
The current estimated total annual burden for these filings is 2,749 hours, and would
decrease to 491 hours. The adopted revisions would result in a decrease of 2,258 hours. The draft
form and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportforms/default.aspx.
Background and Justification
An MHC is a corporate form that involves ownership by its depositor-members (and
borrowers, in some situations) in the same manner that depositors and borrowers own a mutual
savings association. A member of an MHC is any person who holds a deposit account at, or in
some instances, has obtained a loan from, a savings association subsidiary of the MHC that was
in mutual form prior to the association’s reorganization into, or acquisition by, the MHC. The
Board’s Regulation MM, which implements section 10(o) of HOLA, provides that certain
transactions involving an MHC require prior written approval of the Board.2 These transactions
include the reorganization of a mutual savings association into a federally chartered MHC, the
issuance of stock by a subsidiary holding company of a mutual holding company to any person
other than its mutual holding company parent, and the conversion of an MHC from mutual to
stock form.
The information requested by the MHC Forms is necessary for the Board to fulfill its
responsibilities under HOLA and Regulation MM to evaluate the subject transactions. The
completed filings provide data on, among other things, the structure of the proposed transaction;
the reorganization plan, the plan of conversion, or stock issuance plan (as applicable); the
business plan; the pro forma financial condition of the applicant or notificant; and the effect of
the proposed transaction on the organization’s ability to satisfy the convenience and needs of the
communities it serves. This information is generally not readily available from any other source
and is critical to the Federal Reserve’s ability to determine whether a proposed transaction is
consistent with the relevant statutory and regulatory factors. This information is not available
from other sources.
Description of Information Collection
FR MM-10(o)-1
A mutual savings association that wishes to reorganize as a federally chartered MHC
In addition to Regulation MM, the Board’s Regulation LL- Savings and Loan Holding Companies (12 CFR 238)
applies to MHCs that are savings and loan holding companies. Many filings with the Federal Reserve pertaining to
MHCs must also comply with section 238.14 of Regulation LL.
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under HOLA must submit a notice (FR MM-10(o)-1) to the Federal Reserve pursuant to
section 239.3 of Regulation MM. The notice must include a copy of the savings association’s
reorganization plan. The reorganization plan must contain a complete description of all
significant terms of the proposed reorganization, attach and incorporate any stock issuance plan
proposed in connection with the reorganization plan, and comply with all of the other
informational requirements specified in 12 CFR 239.6. In addition to the reorganization plan, a
notice of reorganization must include, among other things, the information requested in the
General Instructions to FR MM-10(o)-1, including proxy soliciting materials to be circulated to
members of the reorganizing association; a business plan; evidence of the newspaper publication
regarding the proposed transaction; financial, managerial and capital information; and
information regarding the competitive effects of the proposed transaction. A copy of the
reorganization plan must also be sent to members of the reorganizing association and any
acquiree association (as defined in 12 CFR 239.2(a)).3 A notificant savings association may
amend its filing or file additional information with respect to the filing upon its own initiative.4
A notificant that files the FR MM-10(o)-1 is required to publish a notice in a newspaper
of general circulation in the community(ies) in which the head offices of the notificant are
located.5 The newspaper notice must state the name and address of the notificant, and it must
invite the public to submit written comments to the appropriate Reserve Bank. The newspaper
notice must be published no more than fifteen calendar days before and no later than seven
calendar days after the date that the reorganization notice is filed with the appropriate Reserve
Bank.
A reorganization notice shall be deemed approved if the Board fails to act on the notice
within the time period specified in section 238.14(g)(3) of the Board’s Regulation LL.6 In such a
case, if the savings association chooses to go forward with the reorganization, it must submit
certain information described in section 239.4(d)(4)(i)-(iv) of Regulation MM.
FR MM-10(o)-2
The FR MM-10(o)-2 is used by a subsidiary holding company of an MHC that wishes to
issue stock to any person other than its MHC parent pursuant to section 239.24 of
Regulation MM. Applications regarding stock issuances by subsidiary holding companies
provide the Federal Reserve with information to determine, among other things, whether the
applicant would use the proceeds of the stock issuance appropriately and whether the proposed
transaction would provide the organization with sufficient capital, meet the convenience and
needs of the organization’s communities, and ensure the rights of its members. An applicant
must provide a stock issuance plan containing the information required by section 239.25 of
Regulation MM, as well as the information requested in the General Instructions to
FR MM-10(o)-2, including financial and capital information, the aggregate amount of
outstanding common stock of the subsidiary holding company owned or controlled by persons
3

12 CFR 239.3(a)(3).
12 CFR 239.10(d).
5
12 CFR 239.3(a)(2) (citing to section 238.14 of the Board’s Regulation LL, which includes a newspaper
publication requirement).
6
12 CFR 239.4(d).
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other than the MHC parent, and the proposed price or price range of the stock to be issued.
A subsidiary holding company of an MHC may not issue stock to any person other than
its MHC parent unless the members of the MHC approve the stock issuance at a members’
meeting, among other requirements.7 The MHC must notify members of the meeting in the
manner prescribed by section 239.56(c) of Regulation MM and may also notify eligible account
holders or supplemental eligible account holders who are not voting members of the proposed
transaction. Following the members’ meeting, the MHC must submit to the appropriate Reserve
Bank information required by section 239.56(d)(1) of Regulation MM. Following completion of
the stock offering, the MHC must submit to the appropriate Reserve Bank an opinion of counsel
that the MHC conducted the members’ meeting in compliance with all applicable state or federal
laws and regulations.
An applicant may amend its filing or file additional information with respect to the filing
upon its own initiative.8 To amend an application for a stock issuance, the applicant must file
with the Board an amendment with an appropriate facing sheet, number each amendment
consecutively, respond to all issues raised by the Board, and demonstrate that the amendment
conforms to all applicable regulations.9
FR MM-AC
The FR MM-AC is used by an MHC applying to convert from a mutual to a stock form
of ownership pursuant to subpart E of Regulation MM. Applicants must generally comply with
all of the requirements of subpart E of Regulation MM and must provide all information
requested in the General Instructions to FR MM-AC. Each application must include, among
other things, a formal plan of conversion that meets the requirements of section 239.54 of
Regulation MM; appraisal (valuation) materials that meet the requirements of
section 239.55(g)(2) of Regulation MM; proxy solicitation materials to be circulated to members
of the MHC for approval of the plan of conversion; an offering circular; a business plan; and
financial, managerial and capital information.
An applicant that files the FR MM-AC is required to publish a notice in a newspaper of
general circulation in the community(ies) in which the head offices of the applicant are located.
The notice must state the name and address of the applicant, and it must invite the public to
submit written comments to the appropriate Reserve Bank. The newspaper notice must be
published no more than fifteen calendar days before and no later than seven calendar days after
the date that the application is filed with the appropriate Reserve Bank.
An applicant may amend its filing or file additional information with respect to the filing

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See 12 CFR 239.24(d) (stating that the procedural and substantive requirements of subpart E of Regulation MM
shall apply to all mutual holding company stock issuances and subsidiary holding company stock issuances under
section 239.25, unless clearly inapplicable, as determined by the Board). Specifically, section 239.56 of subpart E of
Regulation MM includes certain reporting and disclosure provisions described above.
8
12 CFR 239.10(d).
9
12 CFR 239.55(e).

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upon its own initiative.10 To amend an application for conversion, the applicant must file with
the Board an amendment with an appropriate facing sheet, number each amendment
consecutively, respond to all issues raised by the Board, and demonstrate that the amendment
conforms to all applicable regulations.11
Pursuant to section 239.56 of Regulation MM, an MHC may not convert to stock form
unless, after receiving Board approval of its plan of conversion, the MHC submits the plan of
conversion to its members for approval and the members approve the plan of conversion at a
meeting of its members by a majority of the total outstanding votes. The MHC must notify
members of the meeting in the manner prescribed by section 239.56(c) of Regulation MM and
may also notify eligible account holders or supplemental eligible account holders who are not
voting members of the proposed conversion. Following the members’ meeting, the MHC must
submit to the appropriate Reserve Bank information required by section 239.56(d)(1) of
Regulation MM. Following completion of the conversion, the MHC must submit to the
appropriate Reserve Bank an opinion of counsel that the MHC has complied with all laws
applicable to the conversion.12
An MHC converting to stock form generally must complete all sales of the stock within
45 calendar days after the last day of the subscription period. An MHC may submit a request to
the Board, in writing, for an extension of any offering period.13 If the extension is granted, the
MHC must provide a post-effective amendment to the offering circular to each person who
subscribed for or ordered stock. The amendment must indicate that the Board 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.
In order to engage in a voluntary supervisory conversion, an MHC must comply with the
requirements of section 239.65 of Regulation MM, including the submission of an application to
the Board that includes the information listed in section 239.65(g) of Regulation MM.
FR MM-PS
The FR MM-PS, otherwise known as the proxy statement, is used to provide members of
the applicant mutual savings association or mutual holding company with information necessary
to vote on a reorganization of the applicant to mutual holding company form, conversion to stock
form, or other transactions. Information required by Regulation MM and FR MM-PS includes,
among other things, the notice of the members’ meeting; description of the voting rights of the
mutual members; the vote required for approval of each matter presented for a vote; and
business, financial, and managerial information of the organization. The FR MM-PS must be
disclosed to all members prior to a member vote,14 and must be submitted to the appropriate
Reserve Bank in connection with a notice to reorganize into mutual form or an application to
10

12 CFR 239.10(d).
12 CFR 239.55(e).
12
12 CFR 239.56(d)(2).
13
12 CFR 239.60(b).
14
12 CFR 239.56(c).
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convert from MHC to stock form.15 Subpart E of Regulation MM also contains certain additional
procedural and informational requirements for proxy statements. Proxies requesting
accountholder approval of an MHC reorganization or non-conforming minority stock issuance
must also comply with the informational requirements of sections 239.10(a)(2) and 239.10(a)(3)
of Regulation MM, respectively, as well as any other applicable federal and state laws and
regulations.
FR MM-OC
An MHC that files an application in connection with a stock issuance conducted as part
of any transaction or proposal pursuant to HOLA and Regulation MM must file FR MM-OC
with the appropriate Reserve Bank. An offering circular must accompany FR MM-OC and such
offering circular must be prepared in accordance with applicable rules and regulations
promulgated by the U.S. Securities and Exchange Commission (SEC).
An applicant MHC may distribute a preliminary offering circular at the same time as or
after the MHC mails the proxy statement to its members, and must distribute the offering circular
in accordance with all applicable securities laws and the requirements of subpart E of
Regulation MM. If a material event or change of circumstances concerning the proposed
transaction occurs, including approval of an extension of time to sell shares by the Board
pursuant to section 239.60 of Regulation MM, an MHC must file a post-effective amendment to
its offering circular with the Board. Additionally, after the SEC declares the post-effective
amendment effective, the MHC must deliver the amendment to each person who subscribed for
or ordered shares in the share offering. The post-effective amendment must indicate that each
such person may increase, decrease, or rescind their subscription or order.
FR MM-OF
An MHC that applies for Board approval of certain transactions or proposals pursuant to
HOLA and Regulation MM, including conversions from mutual to stock form, must distribute an
order form to all eligible account holders, supplemental eligible account holders, and other
voting members to enable them to subscribe for the shares they are permitted under the proposed
transaction. The MHC may either send the order forms with the offering circular or after it
distributes the offering circular. Order forms must accompany FR MM-OF and must contain
information that is consistent with information contained in documents that are otherwise
required to be provided to the Board pursuant to Regulation MM (e.g., business plan, stock
issuance plan, plan of conversion, reorganization plan, proxy solicitation materials). If
applicable, order forms provided to the Board should be in the same format as any order forms
that the applicant has provided to the SEC.
Respondent Panel
The panel for these applications and notifications comprises savings and loan holding
companies that are organized in mutual form.
15

12 CFR 239.10(a)(1)(notice to reorganize into mutual form); 12 CFR 239.55(b)(1)(iii) (application to convert
from MHC to stock form).

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Adopted Revisions
The Board made numerous revisions to the MHC Forms, which were created by the OTS
and carried over by the board when supervisory authority over savings and loan holding
companies and MHCs was transferred to the Board in 2011. The changes make the MHC Forms
consistent with the format of other Board forms, such as the Application to Become a Bank
Holding Company and/or Acquire an Additional Bank or Bank Holding Company (FR Y-3;
OMB No. 7100-0121) and the Application to Become a Savings and Loan Holding Company or
to Acquire a Savings Association or Savings and Loan Holding Company (FR LL-10(e); OMB
No. 7100-0336); reduce the amount and types of data requested; incorporate information on the
Board’s policies and procedures for processing applications; improve the clarity of the
information requests; reflect the impact of new laws, regulations, capital requirements, and
accounting rules; and delete unnecessary information requests.
The changes are outlined below and are grouped into the following categories:
A. Additional requested items relating to information that is needed to evaluate the proposed
transaction and was not previously requested in the MHC Forms.
B. Changes to certain requested items to reflect the Board’s format for requesting this
information.
C. Deletion of requested items that the Board is able to obtain elsewhere or are not
necessary in evaluating the proposed transaction.




Additionally, for all of the MHC Forms, the following changes have been made:
Changes to the format of the forms to align with the format of other Board application
forms (in particular, the FR Y-3). As a result, references to the OTS and its practices and
procedures have been replaced with references to the Board and Federal Reserve
practices and procedures.
Other minor changes for improved grammar, comprehension, accurate citations, and
mailing addresses, which include:
o Renaming the MHC Forms to reflect the Board’s practice of naming Board reporting
forms after relevant regulations and statutes,
o Replacing references to the OTS and its regulations with references to the Board and
Regulation MM,
o Adding information regarding the Board’s public website to the forms, and
o Adding information regarding the Federal Reserve E-Apps electronic filing system to
the forms.
FR MM-10(o)-1 – Notice of Mutual Holding Company Reorganization

A. Additional Requested Items
The FR MM-10(o)-1 requests additional information that is not included in Form 1522.
This includes information on:
 The meeting of members to approve the proposed reorganization, including the date of
the vote and the results, and

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Whether the proposed reorganization would involve the formation of a federally
chartered stock holding company controlled by a mutual holding company that owns the
stock of a savings association whose depositors have membership rights in the parent
mutual holding company.

B. Changes to Certain Information
Many questions in the Form 1522 have been revised in the FR MM-10(o)-1 to match the
Board’s format in the FR Y-3 for requesting information. These revisions include:
 The requirement to submit the Form 1523 (proposed FR MM-10(o)-2) in connection with
an issuance of stock has been moved to the General Instructions and reworded,
 The requirement for a notificant to provide a list of all regulatory approvals and filings
required for the proposed reorganization, and the expected timing of required approvals
by other regulatory authorities remains, but a notificant is no longer required to provide
copies of other applications or notices filed by the reorganizing association or acquiree
association with any other governmental agency in connection with the proposed
reorganization,
 The financial information requested has been updated to reflect current regulatory
requirements,
 A requirement for a table detailing estimated expenses of the proposed reorganization
was replaced with a requirement that the notificant provide a detailed list of expenses
associated with the proposed reorganization,
 A requirement to confirm that procedures are in place to ensure that expenses are
properly allocated has replaced a requirement to describe such procedures, and
 Modifications to the requirements related to the provision of certain documents, including
the reorganization plan and the charters and bylaws.
C.





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
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Deletion of certain requested items currently included in the Form 1522, including:
Detailed information regarding management (Item 5 of Form 1522),
A business plan for any acquiree association (Item 6 of Form 1522),
Information related to a related acquisition (Item 12 of Form 1522),
Copies of certain documents (Exhibit 2 of Form 1522), including proposed stock
certificates and proposed order forms, any contracts described in the proxy statement of
either the reorganizing association or any acquiree association, contracts and agreements
with paid solicitors, documents referred to in response to Item 13 (Indemnification) of
Form 1522, and trustee agreements or indentures,
Opinions of counsel regarding the legal sufficiency of proposed certificates, order forms,
the reorganization agreement, the proposed bylaws of the resulting association or
acquiree association if such entity will be state chartered (Exhibit 4 of Form 1522),
A certification regarding the proposed charter and bylaws of the mutual holding company
(Exhibit 4 of Form 1522),
Detailed information regarding the convenience and needs of the community (Item 11 of
Form 1522),16 and

Notwithstanding the deletion of this item from Form 1522, the business plan(s) that must be provided as exhibits

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Written consents of third parties (Exhibit 6 of Form 1522).
FR MM-10(o)-2 – Application for Approval of a Stock Issuance by a Subsidiary
Holding Company of a Mutual Holding Company

A. Additional Requested Items
The FR MM-10(o)-2 requests additional information that is not included in Form 1523.
This includes information on:
 The meeting of members to approve the proposed reorganization, including the date of
the vote and the results,
 Whether a reasonable amount of shares or proceeds of the stock issuance would be
contributed to a charitable organization that complies with 12 CFR 239.64,
 Whether the stock issuance plan complies with 12 CFR 239.24, 239.25, and 239.59,
 Any proposed deviations from regulatory requirements regarding stock issuance plans, if
applicable, and why such deviations are appropriate under the circumstances,
 A detailed list of expenses associated with the proposed stock issuance,
 The effect of the proposed transaction on the convenience and needs of the community,
 A copy of the MHC’s business plan, if any changes would result from the stock issuance,
and
 Copies of proxy solicitation materials.
B. Changes to Certain Information
Many questions in the Form 1523 have been revised and clarified in the FR MM-10(o)-2
to match the Board’s format in the FR Y-3 for requesting information. These revisions include:
 The financial information requested has been updated to reflect current regulatory
requirements,
 An applicant must provide a copy of the offering circular, and the option for the applicant
to state the reasons why the offering circular needs not be filed and declared effective has
been removed,
 Valuation materials are now referred to as appraisal materials in conformance with
12 CFR 239.55(g)(2), and
 An applicant is still required to state how it proposes to utilize the proceeds of the stock
issuance, but if the proceeds are to be distributed to Applicant’s mutual holding company,
it is no longer necessary to state the amount of the proposed distribution and compute the
maximum amount of capital that may be distributed.
C. Deletion of requested items currently included in the Form 1523, including:
 Tables describing compliance with OTS regulatory thresholds and the related regulatory
compliance tables (Tables 1 and 2 of Form 1523),
 Copies of certain documents, including: contracts and agreements with paid solicitors,
any agreements for the making of markets or the listing on exchanges of the stock of the
to FR MM-10(o)-1 must explain the extent to which the proposed reorganization would affect the convenience and
needs of the communities to be served by the reorganizing association and the resulting association.

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Applicant, and contracts not made in the ordinary course of business which are material
to the Applicant (Exhibit 2 of Form 1523), and
Written consents of third parties (Exhibit 4 of Form 1523).
FR MM-AC – Application for Conversion of a Mutual Holding Company to Stock
Form

A. Additional Requested Items
The FR MM-AC requests additional information that is not included in Form 1680,
including:
 Information concerning the meeting of members to approve the proposed plan of
conversion, including the date of the vote, the results, and related opinions of counsel,
 Confirmation that the proposed conversion complies with 12 CFR 239, and
 Detailed information regarding any changes in management or other principal
relationships related to the proposed conversion.
B. Changes to Certain Information
Many questions in the Form 1680 have been revised and clarified in the FR MM-AC to
match the Board’s format in the FR Y-3 for requesting information, including:
 The signatures required to file the FR MM-AC are different from those required to file
the Form 1680,
 The financial section was changed to more closely conform to the financial sections of
the FR Y-3 and FR LL-10(e),
 Items pertaining to proxy statements and forms of proxy have been combined and
additional disclosures required,
 The request to furnish the offering circular is now separate from the request for proxy
statements,
 Informational requirements pertaining to a charitable contribution has been amended to
reflect the requirements in 12 CFR 239.64,
 Valuation materials are now referred to as appraisal materials in conformance with
12 CFR 239.55(g)(2);
 A table detailing estimated expenses incident to the proposed conversion was eliminated,
but a detailed list of expenses associated with the proposed conversion is required,
 A business plan needs only to be furnished, as opposed to providing additional
information regarding how the capital that will be acquired in the proposed conversion
will be used, and
 Opinions of counsel no longer need to discuss the legal sufficiency of bylaws or include a
certification or statement that the proposed charter and bylaws conform to OTS
regulations.
C. Deletion of requested items currently included in the Form 1680. This includes
information regarding:
 Consents of persons about to become directors (paragraph 6 of the General Instructions to
Form 1680),

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

Consents of experts (paragraph 7 of the General Instructions to Form 1680),
A statement regarding whether charter and bylaws will be amended (Item 10 of
Form 1680), and
Copies of certain documents (Exhibit 2 of Form 1680), including: contracts described in
response to Item 6 of Form 1681 and contracts and agreements with paid solicitors
described in response to Exhibit 7 of Form 1681.
FR MM-PS – Proxy Statement

A. Additional Requested Items
The FR MM-Form PS requests additional information that is not included in Form 1681,
including:
 Confirmation that financial data is provided on a consolidated and parent-only basis, and
 Certain information with respect to the sale of unsubscribed shares to the public.
B. Changes to Certain Information
Form 1681 has been revised, as part of the proposed FR MM-PS, to include a statement
that Items 8 through 15 apply only in the case where the applicant seeks to convert from a mutual
holding company to stock form.
C. Deletion of requested items currently included in Form 1681, including:
 Information concerning paid solicitors or engaged employees and contracts or other
financial arrangements,
 Description of the approximate number of votes to which each class of stock is entitled,
 Identification of the chartering authority and any material conversions,
 Certain information with respect to mortgage loans and the scale of certain historical
lending activities,
 Certain instructions requiring a level of detail not required for analysis of the proposal,
 Explanation of planned activities in the secondary mortgage market,
 Certain details regarding the applicant’s general policies on lending activities,
 Certain details regarding the applicant’s funding and deposit accounts,
 Description of the Federal Home Loan Bank System and any membership of the
applicant in the system,
 Indication whether bank employees are represented by a union,
 Statement that the FDIC will not ensure the stock to be issued,
 Consent of experts and reports, and
 Requirements for certain attachments, such as the plan of conversion, to the proxy
statement (Item 16 of Form 1681).
FR MM-OC – Offering Circular
The FR MM-OC, formerly the Form 1682, has been revised to include a certification that
the documentation prepared in connection with this form has been prepared in accordance with

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applicable rules and regulations promulgated by the SEC. Submitting any offering circulars
prepared in accordance with applicable SEC rules and regulations satisfies any request for
information under FR MM-OC by the Federal Reserve.
FR MM-OF – Order Form
The FR MM-OF, formerly Form 1683, has been revised to include a certification that the
order form prepared in connection with this form contains information that is consistent with
information contained in documents that are otherwise required to be provided to the Board
pursuant to Regulation MM (e.g., business plan, stock issuance plan, plan of conversion,
reorganization plan, proxy soliciting materials). FR MM-OF has also been revised to state that, if
applicable, order forms provided to the Board should be in the same format as any order forms
that the applicant has provided to the SEC.
Time Schedule for Information Collection
The MHC Forms are event generated. All timeframes are generally dependent upon when
the notificant or applicant chooses to enter into a transaction, and are set forth in
Regulation MM.
Legal Status
The MHC Forms are authorized pursuant to section 10(o) of the HOLA, as amended
(12 U.S.C. § 1467a(o)). That section requires the Board to review transactions involving the
reorganization of a savings association into MHC form, stock issuances of holding company
subsidiaries of MHCs, and conversions of MHCs to stock form. The Board also has the authority
to require reports from savings and loan holding companies under section 10(a) and (b) of
HOLA (12 U.S.C. §§ 1467a(b) and (g)). The MHC Forms are mandatory.
Individual respondents may request that certain information submitted on the MHC
Forms be kept confidential on a case-by-case basis. If a respondent requests confidential
treatment, the Board will determine whether the information is entitled to confidential treatment
on an ad hoc basis. Requests may include information related to the SLHC’s business operations,
such as terms and sources of the funding for dividends and pro forma balance sheets. This
information may be kept confidential under exemption 4 for the Freedom of Information Act,
which protects privileged or confidential commercial or financial information (5 U.S.C.
§ 552(b)(4)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On August 12, 2019, the Board published an initial notice in the Federal Register
(84 FR 39841) requesting public comment for 60 days on the extension, with revision, of the
MHC Forms. The comment period for this notice expired on October 11, 2019. The Board did
12

not receive any comments. On December 23, 2019, the Board published a final notice in the
Federal Register (84 FR 70541).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for these applications is
2,749 hours, and would decrease to 491 hours with the adopted revisions. The estimated number
of respondents is based on the average number of applications and notices received in 2016 and
2017. The average estimated hours per response for the FR MM-10(o)-1 (formerly the
Form 1522) would decrease from 400 hours to 60 hours, the FR MM-10(o)-2 (formerly the
Form 1523) would decrease from 350 hours to 30 hours, the FR MM-AC (formerly the
Form 1680) would decrease from 299 hours to 60 hours, the FR MM-PS (formerly the
Form 1681) would remain unchanged at 50 hours, the FR MM-OC (formerly the Form 1682)
would decrease from 150 hours to 50 hours, and the FR MM-OF (formerly the Form 1683)
would remain unchanged at 1 hour.
The decrease in the estimated time burden per response is partially attributable to a
significant reduction in the information collected due to the proposed revisions to the MHC
Forms, as noted above. However, the majority of this decrease is due to the use for the first time
of the Board’s methodology for calculating the burden associated with the MHC Forms. The
previous burden estimate was based on the calculation methodology used by the OTS to estimate
the time burden associated with filing the MHC Forms. When the Board adopted the forms from
the OTS, the Board used the estimates of the OTS to calculate burden. The Board has continued
to use these estimates until now. In connection with the current proposal, the Board has
estimated the time burden per response using the same methodology that it uses for other
applications and notices that have similar requirements. The Board does not have access to the
methodology that the OTS used to calculate the estimated burden associated with filing the MHC
Forms, so it is not possible to state how the methodologies differ, or the reasons that the estimate
using the Board’s methodology differs so significantly from that of the OTS. These reporting
requirements represent less than 1 percent of the Board’s total paperwork burden.

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Estimated
number of
respondents17

MHC Forms
Current
Form 1522
Form 1523
Form 1680
Form 1681
Form 1682
Form 1683

Estimated
Estimated
Annual
average hours annual burden
frequency
per response
hours

4
1
2
1
1
1

1
1
1
1
1
1

400
350
299
50
150
1

1,600
350
598
50
150
1
2,749

4
1
2
1
1
1

1
1
1
1
1
1

60
30
60
50
50
1

Proposed Total

240
30
120
50
50
1
491

Change

(2,258)

Current Total
Proposed
FR MM-10(o)-1
FR MM-10(o)-2
FR MM-AC
FR MM-PS
FR MM-OC
FR MM-OF

The current estimated total annual cost to the public for these notices and applications is
$158,342 and would decrease to $28,282 with the adopted revisions.18
Sensitive Questions
This collection of information contains no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System is negligible.

17

Of these respondents, none are considered small entities as defined by the Small Business Administration (i.e.,
entities with less than $600 million in total assets), https://www.sba.gov/document/support--table-size-standards.
18
Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $19, 45% Financial Managers at
$71, 15% Lawyers at $69, and 10% Chief Executives at $96). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor and Statistics (BLS), Occupational Employment and Wages
May 2018, published March 29, 2019, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined
using the BLS Occupational Classification System, https://www.bls.gov/soc/.

14