Fr Mm-ac

General Instructions
INSTRUCTIONS FOR PREPARATION OF

Application for Conversion of a Mutual Holding
Company to Stock Form (FR MM- Form AC)
Who May Use This Form
This form should be used for applications filed with the
Federal Reserve System (the ‘‘Federal Reserve’’) under
section l0(o) of Home Owners’ Loan Act of 1933,
as amended (“HOLA”), 12 U.S.C. § 1467a(o); and 12
CFR Subpart E, that involve mutual holding
companies converting to stock form.

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
1

2
3

4

this form to the appropriate Reserve Bank. Applicants
are strongly encouraged to submit their applications
electronically through the Federal Reserve System’s
Additional
web-based application E-Apps. 3
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.

Publication Requirement
The applicant must publish a notice in a newspaper of

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
general circulation in the community(ies) in which the
head offices of the applicant and its subsidiary savings
association. The newspaper notice should provide
opportunity for the public to submit written comments on
the proposal for at least 30 calendar days after the date of
publication, and must be published no more than 15
calendar days before and no later than 7 calendar days
after the date that the application is filed with the
appropriate Reserve Bank. The Board will publish notice
of the proposal in the Federal Register upon receipt of the
application. On written request by the applicant, the notice
in the Federal Register may be published up to no more
than 15 calendar days before the application is filed.
The applicant should contact the appropriate Reserve
Bank or visit the Board’s public website for the
recommended publication format.
A copy of the
newspaper notice publication must be provided to the
appropriate Reserve Bank, as required by Section 262.3(b)
of the Board’s Rules of Procedure (12 CFR 262.3(b)).

General Instructions

The following is a sample notice:
Notice of Application for (Mutual
Holding Company to Convert from
Mutual to Stock Form)
(Name of mutual holding company and location of
head offıce), the parent company of (name of
savings association and location of head office)
[intends to apply/has applied] to the Board of
Governors of the Federal Reserve System (Board)
to (convert from m u t u a l to stock form).
Pursuant to the Plan of Conversion, which has
been adopted by a vote of at least two-thirds of
the directors of (name of mutual holding
company), [provide brief description of the steps
that would be taken in the conversion. For
example: (name of mid-tier holding company),
which is currently in the mutual holding company
form, will reorganize to a fully public stock
holding company.] Simultaneously, (mutual
holding company) will sell its majority ownership
in (name of mid-tier holding company) in a
“second-step” stock offering.
The Board
considers a number of factors in deciding whether
to approve the application, including the record of
performance of savings associations we own in
helping to meet the convenience and needs of the
their communities.
You are invited to submit comments in writing
on this application to the Federal Reserve Bank of
(appropriate Reserve Bank and address or email
address of Reserve Bank). The comment period
will not end before (date must be no less than 30
days from the date of publication of the
application) and may be somewhat longer. The
Board’s procedures for processing applications
may be found at 12 CFR Part 262. Procedures for
processing protested applications may be found at
12 CFR 262.25. To obtain a copy of the Board’s
procedures, or if you need more information about
how to submit your comments on the application,
contact (name of Reserve Bank contact and
telephone number). The Board will consider your
comments and any request for a public meeting or
formal hearing on the application if they are
received in writing by the Reserve Bank on or
before the last day of the comment period.

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

General Instructions
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
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 for
may accompany the application, even if this
information is not required under the applicable
law, rule, or reporting form.

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.

General Instructions

Requested Information

Sequence, Timing, and Structure of the Proposed
Conversion

1. Provide the expected chronological order of events
related to the proposed conversion beginning with the
filing of this application through consummation of the
proposed conversion. Indicate the proposed timing of
all aspects of the subscription offering, as defined in 12
CFR 239.52(n). If a selling agent will assist in the
community offering, or if an underwriter will offer
shares in the public offering, indicate the proposed
timing of all aspects of the community offering and
public offering.
2. Indicate whether the mutual holding company has held a
meeting of its members to vote on the plan of
conversion and, if so, the date of the vote and the results,
including (i) the total votes eligible to be cast, (ii) the
total votes represented in person or by proxy, (iii) the
total votes cast in favor of and against each matter, and
(iv) the percentage of votes necessary to approve each
matter. If the meeting of members has not taken place,
indicate the date on which the meeting is scheduled and,
when available, provide the results of the vote. In
addition, provide the opinions of counsel as required by
12 CFR 239.56(d).

3. If the date for determining eligible account holders, as
defined in 12 CFR 239.52(c), in the plan of conversion
is more than one year before the board of directors of the
Applicant adopted the plan of conversion, state why the
earlier date was selected
4. Provide a list of all regulatory approvals and filings
required for the proposed conversion, and the expected
timing of required approvals by other regulatory
authorities.

This type of a pplicant includes, for example, a company that on a pro forma basis would
be subject to the Board’s Small Bank Holding Company and Savings and Loan Holding

5

5. Confirm that the proposed conversion complies with the
Board’s Regulation MM, 12 CFR Part 239 or, if not,
identify and describe in detail any proposed deviations
from the regulation (including citations). Provide in
response to this item or separately (in writing) any
request for a waiver of any provision of Regulation MM
that complies with 12 CFR 239.50(c). The Board’s
approval of an application that does not include a
request in writing for a waiver of an applicable
requirement of Regulation MM shall not constitute a
waiver of any provision for which the Applicant does
not comply.

Financial and Managerial Information

6. Pro Forma Balance Sheet

(a) For an Applicant that would not be subject to
consolidated capital standards following consummation
of the proposed conversion, 5 provide a pro forma parent
company balance sheet as of the end of the most recent
quarter, showing separately each principal group of
assets, liabilities, and capital accounts; and debit and
credit adjustments (explained by detailed footnotes)
reflecting the proposed conversion. The pro forma
balance sheet must reflect the adjustments required
under business combination and fair value accounting
standards.

(b) For an Applicant that would be subject to consolidated
capital standards following consummation of the
proposed conversion, provide: parent company-only and
Company Policy Statement. See 12 CFR 238.9; Appendix C to Part 225.

General Instructions
consolidated balance sheets as of the end of the most
recent quarter, showing separately each principal group
of assets, liabilities, and capital accounts; debit and
credit adjustments (explained by detailed footnotes)
reflecting the proposed conversion; and the resulting pro
forma balance sheets.

The financial information provided in response to 6(a) or
6(b) above must be prepared in accordance with generally
accepted accounting principles (“GAAP”), and be in
sufficient detail to reflect any: 6

• Common equity and preferred stock;
• Other qualifying capital;
• Long —and short–term debt;
• Goodwill and all other types of intangible assets; and
• Material changes between the date of the balance sheet and
the date of the application (explained by footnotes).
7. Capital

For an Applicant that would be subject to consolidated
capital requirements under Regulation Q (12 CFR Part 217)
following consummation of the proposed conversion,
provide a breakdown of the organization’s pro forma riskweighted assets as of the end of the most recent quarter,
showing each principal group of on and off-balance sheet
assets and the relevant risk-weight. Also, identify the pro
forma components of common equity tier 1, additional tier 1
and tier 2 capital, pursuant to the capital adequacy
requirements of Regulation Q as of the end of the most
recent quarter, and provide calculations of applicant’s pro
forma common equity tier 1 capital, tier 1 capital, total
capital, and leverage ratios, pursuant to the capital adequacy
regulations. If applicable, also provide the Applicant’s pro
forma supplementary leverage ratio, pursuant to the capital
adequacy regulations.

6 Pursuant to 12 USC § 5371(c)(3)(A), mutual insurance companies that are persons
regulated by a state insurance regulator that engage in the business of insurance and that
file financial statements with a State insurance regulator or the National Association of
Insurance Commissioners utilizing only Statutory Accounting Principles in accordance with
State law, shall not be required by the Board to prepare such financial statements in

8. Management

List any changes in management or other principal
relationships related to the proposed conversion. For each
proposed new management official or principal provide:

(a) Name, address, and title or position with Applicant;
(b) Number and percentage of shares of the Applicant to be

purchased by each individual;
(c) Principal occupation if other than with the Applicant; and
(d) Percentage of direct or indirect ownership held in the

other depository institution or depository institution
holding company if such ownership represents 10 percent
of more of any class of shares.

Interagency Biographical and Financial Reports (“IBFRs”)
are required for certain individuals. Consult with the
appropriate Reserve Bank for guidance on who must provide
an IBFR. See SR 15-8, Name Check Process for Domestic
and International Applications, for more details.

Expenses; Indemnification

9. Provide a detailed listing of expenses associated with the
proposed conversion, including (but not limited to) legal
fees, escrow fees, underwriting fees, valuation
(appraisal) fees, transfer agent fees, auditing and
accounting expenses.
10. If the Applicant will insure or indemnify any
underwriter, appraiser, lawyer, accountant, other expert,
or director or officer against any liability which he or
she may incur in his or her capacity under any charter
provisions, bylaw provisions, contract, arrangement,
statute, or regulation, state the general effect of the
charter provision, bylaw provisions, contract,
arrangement, or regulation.

accordance with Generally Accepted Accounting Principles.

General Instructions
Exhibits

Provide copies of the prosed charter (including a liquidation
account provision) and bylaws.

Provide the following exhibits as attachments to this form.
Exhibit 6. Appraisal Materials
Exhibit 1. Notice to Members
Provide a copy of the appraisal materials as required by
12 CFR 239.55(b)(1)(ii).
Provide evidence that you have notified your members as
required by 12 CFR 239.54(c)(1). Such notification may
contain the information specified in 12 CFR 239.54(c)(2).
Exhibit 7. Proxy Soliciting Materials

Exhibit 2. Plan of Conversion

Provide the complete written plan that your board of
directors adopted for the conversion to stock form that
meets the requirements of 12 CFR 239.54.

Exhibit 3. Business Plan

Provide a copy of the Applicant’s proposed business plan,
submitted as a separately bound, confidential exhibit, that
contains the information specified in 12 CFR 239.53(b).
Provide the related certifications as required 12 CFR
239.53(c)(2).

Exhibit 4. Resolution(s) of Board of Directors

Furnish copies of all proxy soliciting materials, including a
preliminary proxy statement with signed financial
statements; a form of proxy; and any additional proxy
soliciting materials, including press releases, personal
solicitation instructions, radio or television scripts that the
mutual holding company plans to use or furnish to the
members, and a legal opinion indicating that any marketing
materials comply with all applicable securities laws.
Documents that are furnished in proposed form, pursuant to
the foregoing, must be furnished in final form immediately
after the meeting(s) of members to vote on the proposed
conversion.

Exhibit 8. Offering Circular

Provide a copy of the Offering Circular as required by
12 CFR 239.55(b)(1)(iv).

Provide a certified copy or copies of your board of directors’
resolution or resolutions relating to the proposed conversion,
as set out in 12 CFR Part 239, including: (1) adopting the
plan of conversion; and (2) authorizing this application.

Exhibit 5. Charter and Bylaws

Exhibit 9. Charitable Organization

If the proposed conversion includes a contribution to a
charitable organization, provide the documentation required
by
12 CFR 239.64, including current and proposed charter and

General Instructions
bylaws (or trust agreement) for the charitable organization.
Describe how the charitable organization complies with the
requirements of 12 CFR 239.64.

consequences to the Applicant and to its eligible account
holders.

Exhibit 12. Miscellaneous Documentation
Exhibit 10. Opinion of Counsel
Provide the following documents:
Furnish a legal opinion of counsel that addresses, at a
minimum:

(a) Proposed forms of stock certificates.
(b) Proposed order forms with respect to the subscription

rights.
(a) The legal sufficiency of the proposed forms of stock
certificates, order forms, and marketing materials to be
issued by the Applicant.
(a) The state law requirements applicable to the plan of
conversion, including citations to applicable state law
and a statement regarding whether such requirements
will be fulfilled by the plan.
(b) The type and extent of each class of voting rights after
conversion. The opinion must discuss any state law that
requires you to provide savings account holders or
borrowers with voting rights.

(c) Any proposed stock benefit plan(s), form of stock option

(d)
(e)

(f)

(g)

(h)

Exhibit 11. Federal and State Tax Opinions or Ruling

(i)

(l)
(a) Furnish an opinion of the Applicant’s tax advisor or, if
applicable, a ruling from the Internal Revenue Service as
to the federal income tax consequences of the plan of
conversion. The opinion or ruling must address the tax
consequences for the Applicant and to the various
account holders who receive nontransferable
subscription rights to purchase shares.
(b) Furnish an opinion of the Applicant’s tax advisor or, if
applicable, a ruling from the appropriate state taxing
authority on any tax consequences of the plan of
conversion under the laws of the state where applicant
will be located. The opinion must address the tax

agreement(s), and management or employee stock
benefit plan(s).
Any proposed management employment contracts.
Any material loan agreements relating to your borrowing
other than from a Federal Home Loan Bank and other
than subordinated debt securities approved by the Board.
Any actual or proposed valuation (appraisal) agreements,
underwriting contracts, agreements among underwriters,
or selling agent agreements.
Any required undertaking or affidavits by officers or
directors purchasing shares in the conversion stating that
they are acting independently.
Any documents referred to in the answer to item
Indemnification above.
Any trustee agreements or indentures.
Any agreements for the making of markets or the listing
on exchanges of your conversion stock.

(m) Proposed marketing materials.

If you provide any document, contract, or agreement in
draft form under this exhibit, the Applicant must provide
the final form immediately after the meeting of your
members to consider the plan of conversion. The
Applicant may provide documents required by subsection
(f) above, that by their nature cannot be practically
expected until a later time, in substantially final form