Fr Mm-oc

General Instructions
INSTRUCTIONS FOR PREPARATION OF

Offering Circulars (FR MM- Form OC)
Who May Use This Form
This form should be used to file offering
circulars with the Federal Reserve System (the
‘‘Federal Reserve’’) pursuant to 12 CFR Part
239.

Applicability
of
Regulation LL and MM
The Board’s Regulations LL and MM (12 CFR
Parts 238 and 239) apply to savings and loan
holding companies in mutual form (each, a
“mutual holding company”). An applicant
should consult these regulations, copies of
which are available on the Board’s public
website or from any one of the Reserve Banks
of the Federal Reserve (“Reserve Bank”).
Additional filing information is also available
on the Board’s public website.1 An applicant
may submit a pre-filing before filing an
application. 2

Preparation of the Application
Inquiries regarding the preparation and filing of
applications should be directed to the Reserve
Bank of the Federal Reserve district in which the
company’s banking operations are principally
conducted, as measured by total domestic
deposits in its subsidiary savings association
on the date it became, or will become, mutual
holding company (the ‘‘appropriate Reserve
Bank’’). Applicants are encouraged to contact
Federal Reserve staff as soon as possible for
assistance in identifying the specific type of
information that should be provided in the
application.
The applicant must submit the information
required by this form to the appropriate Reserve
1
2
3

4

Bank. Applicants are strongly encouraged to
submit their applications electronically through
the Federal Reserve System’s web-based
application E-Apps. 3 Additional information on
E-Apps may be found on the Board’s public
website. 4 Alternative formats to this form, if
used, must provide all requested information. In
order to be considered properly filed in
accordance with the requirements of HOLA and
Regulations LL and MM, the application must
be substantially complete and responsive to each
item of information requested (including an
indication that the answer is ‘‘not applicable’’ or
‘‘none’’ if such is the case).
The appropriate Reserve Bank will review the
submitted application to determine if it is
substantially complete. If the application is
considered complete, an acknowledgement letter
will be sent indicating the date that the application
has been formally accepted for processing. If the
application is not considered complete, the
application will be returned to the applicant. As
necessary to complete the record, a request for
additional information may be sent to the contact
person named in the application. Under certain
circumstances, name check and financial
information related to individuals involved in a
proposed transaction may be required. Such
information for individuals must be submitted on
the Interagency Biographical and Financial
Report (FR 2081c; OMB No. 7100-0134), and
may be submitted in advance of the application.
Contact the appropriate Reserve Bank for further
information.
If any information initially furnished in the
application changes significantly during processing
of the application, these changes must be
communicated promptly to the appropriate
Reserve Bank.

See https://www.federalreserve.gov/apps/reportforms/
See SR letter 12-12 at https://www.federalreserve.gov/supervisionreg/srletters/sr1212.htm.
The application may alternatively be submitted in paper form.
See https://www.federalreserve.gov/supervisionreg/afi/eapps_contacts.htm

General Instructions
Confidentiality
Under the provisions of the Freedom of
Information Act (the ‘‘FOIA’’ – 5 U.S.C. § 552),
the application is a public document and
available to the public upon request. Once
submitted, an application becomes a record of
the Board and may be requested by any member
of the public. Board records generally must be
disclosed u n l e s s they are determined to fall, in
whole or in part, within the scope of one or more
of the FOIA exemptions from disclosure. See 5
U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not
limited to) ‘‘trade secrets and commercial or
financial information obtained from a person
and privileged or confidential’’ (exemption 4),
and information that, if disclosed, ‘‘would
constitute a clearly unwarranted invasion of
personal privacy’’ (exemption 6). An applicant
may request confidential treatment for any
information, submitted in or in connection with
the application, that the applicant believes is
exempt from disclosure under the FOIA. For
example, if the applicant is of the opinion that
disclosure of commercial or financial
information would likely result in substantial
harm to its competitive position or that of its
subsidiaries, or that disclosure of information of
a personal nature would result in a clearly
unwarranted invasion of personal privacy,
confidential treatment of such information may
be requested.
Any request for confidential treatment must be
submitted in writing concurrently with the filing
of the application (or subsequent related
submissions), and must discuss in detail the
justification for confidential treatment. Such
justification must be provided for each portion
of the application (or related submissions) for
which confidential treatment is requested.
Applicant’s reasons for requesting confidentiality
must specifically describe the harm that would
result from public release of the information. A
statement simply indicating that the information
would result in competitive harm or that it is
personal in nature is not sufficient. (A claim that
disclosure would violate the law or policy of a
foreign country is not, in and of itself, sufficient to

exempt information from disclosure. The applicant
must demonstrate that disclosure would fall within
the scope of one or more of the FOIA exemptions
from disclosure.) T h e a pplicant must follow the
steps outlined immediately below, and certify in
the application (or related submissions) that these
steps have been followed.
Information for which confidential treatment is
requested should be: (1) specifically identified in
the public portion of the application (by reference
to the confidential section); (2) separately bound;
and (3) labeled ‘‘CONFIDENTIAL.’’
With respect to applications that include
information regarding an individual or individuals
associated with the proposed transaction, the Board
expects the applicant to certify that it has obtained
the consent of the individual(s) to public release of
such information prior to its submission to the
Board or, in the absence of such consent, to submit
(or ensure that the individual(s) submit(s)) a timely
request for confidential treatment of the
information
in
accordance
with
these
instructions. Information submitted directly by an
individual or individuals will become part of the
relevant application record, and, accordingly, will
be a Board record subject to being requested by
any member of the public under FOIA.
The Federal Reserve will determine whether
information submitted as confidential will be so
t r e a t e d and will advise the applicant of any
decision to make available to the public
information
labeled
‘‘CONFIDENTIAL.’’
However, it shall be understood that, without prior
notice to the applicant, the Board may disclose or
comment on any of the contents of the application
in an Order or Statement issued by the Board in
connection with its decision on the application.
The Board’s staff normally will notify the
applicant in the course of the review process that
such information may need to be disclosed in
connection with the Board’s action on the
application.
For further information on the procedures for
requesting confidential treatment and the Board’s
procedures for addressing such requests, consult
the Board’s Rules Regarding Availability of
Information, 12 CFR Part 261, including 12 CFR
261.15, which governs requests for confidential

General Instructions
treatment.

Supporting Information
The Federal Reserve specifically reserves the right
to require the filing of additional statements and
information. The questions in the application are
not intended to limit a n a pplicant’s presentation.
A n a pplicant bears the full burden for presenting
and documenting a case that meets the statutory
criteria for approval. Supporting information
may accompany the application, even if this
information is not required under the applicable
law, rule, or reporting form.

Requested Information

Provide any offering circulars prepared in connection with
a stock issuance conducted as part of any transaction or
proposal pursuant to the Home Owners’ Loan Act of 1933,
12 U.S.C. § 1467a(o), and Regulation MM, 12 CFR §
239.58. Such offering circulars must be prepared in
accordance with applicable state law and rules and
regulations promulgated by the U.S. Securities and
Exchange Commission.

Compliance
The applicant is expected to comply with all
commitments made in connection with the
application, and the Board may condition approval
of the application on the applicant’s compliance
with any commitments. The applicant should
immediately contact the appropriate Reserve Bank
if there is any change in compliance with such
commitments or any change with respect to the
representations made in the application.