Savings and Loan Holding Company Registration Statement

INSTRUCTIONS FOR PREPARATION OF

Savings and Loan Holding Company Registration Statement
FR LL-10(b)
PURPOSE
The Savings and Loan Holding Company Registration Statement (FR LL-10(b)) collects data that are used
to determine a savings and loan holding company’s compliance with applicable statutes, regulations,
and conditions of approval to acquire a savings association or a savings and loan holding company.

GENERAL INSTRUCTIONS
Who Must File
Pursuant to section 10(b)(1) of the Home Owners’ Loan Act, as amended (HOLA), 12 U.S.C. § 1467(b)(1),
and section 238.4(c) of Regulation LL (12 CFR 238.4(c)), the FR LL-10(b) must be filed with the Board of
Governors of the Federal Reserve System (Federal Reserve) by each savings and loan holding company
after becoming a savings and loan holding company.

Preparation of Registration
The FR LL-10(b), including the additional information specified in the “Requested Information” section, is
required to be filed within 90 days after a company becomes a savings and loan holding company. Early
submission of the registration statement is encouraged. If the submission deadline falls on a weekend
or holiday, the FR LL-10(b) must be received by the next business day. The FR LL-10(b) is due by 5:00
p.m. local time (as determined by the time zone of the Reserve Bank where the registration statement is
submitted).
The information should be presented in such a manner that the reader does not have to refer to the
instructions for the Item to understand what is being conveyed. Items must be numbered consecutively
and comply with all pertinent requirements in the FR LL-10(b) report form and instructions, including the
certification. Include an index of Items and Sub-items.
Information regarding each of the savings and loan holding company’s subsidiaries, including
subsidiaries of any savings association(s) must be included. If required information for an Item is not
reasonably available, it may be omitted; however, an explanation must be provided to explain why the
information cannot be obtained.
In providing an answer to any Item in the FR LL-10(b), a savings and loan holding company may
incorporate by reference material contained in exhibits to the FR LL-10(b). A savings and loan holding
company should clearly specify the location of the incorporated material, including page, Item, and/or
paragraph number.
For multi-tier savings and loan holding companies, the top-tier savings and loan holding company may
file a combined report. If a combined report is filed, the required information for each savings and loan
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holding company must be provided, and the name and address for each savings and loan holding
company must be listed separately. In addition, each savings and loan holding company should execute
a separate certification (see page 2 of the report form).
A savings and loan holding company should file any amendments to the registration statement under
cover of this form and clearly identify them as amendments. Items should be numbered consecutively
and comply with all pertinent requirements of the FR LL-10(b), including the certification page.
Reports not prepared in accordance with these instructions or not containing all required information
will not be accepted for filing. Any omission or misrepresentation of material fact may result in legal
sanctions.

Filing Requirements
The FR LL-10(b), including exhibits, pertinent papers, and documents, must be filed in hard copy or
electronically in Portable Document Format (PDF) with the appropriate Reserve Bank.
If PDF files are submitted, the PDF files must not contain security settings and all scanned images must
be searchable. All required information must be included. The PDF files cannot include links to other
documents (such as Securities and Exchange Commission (SEC) filings or press releases). Savings and
loan holding companies should contact their district Federal Reserve Bank for more information.
The original manually signed FR LL-10(b) must be retained in the files of the savings and loan holding
company and be available for inspection by the Federal Reserve.

Public Information
Registration statements are generally available to the public upon request.
A savings and loan holding company may request confidential treatment for any portion of the FR LL10(b) if disclosure of specific commercial or financial information provided in the registration statement
would likely result in substantial harm to its competitive position, or that disclosure of the submitted
information would result in unwarranted invasion of personal privacy.
If a savings and loan holding company seeks to have confidential treatment accorded any information
submitted as part of this FR LL-10(b), such material should be submitted as a separate file labeled
‘‘confidential’’ and accompanied by a formal request stating the reason for filing such information
confidentially. The request for confidential treatment should be included as part of the confidential file.
A request for confidential treatment must discuss the justification for which confidentiality is requested
and must demonstrate the specific nature of the harm that would result from public release of the
information. Merely stating that competitive harm would result or that information is personal is not
sufficient. The Federal Reserve may subsequently release information for which confidential treatment
is requested if the Board of Governors determines that the disclosure of such information is in the public
interest.

Definitions

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The terms used in this FR LL-10(b), unless specifically defined in the instructions to an Item, have the
meaning specified in Section 10 of HOLA or in the Board’s Regulation LL (12 CFR Part 238) or as
commonly ascribed to them in commercial and financial usage.

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REQUESTED INFORMATION
Index of Items of the Savings and Loan Holding Company Registration Statement
Item 1. General Information
Item 2. Amendments and Revisions to Information Provided in Savings and Loan Holding Company
Application
Item 3. Type of Business
Item 4. Savings and Loan Holding Company Status and Basis of Control
Item 5. Directors, Officers, Partners, and Trustees
Item 6. Disposition of Control
Item 7. Financial Statements

Item 1. General Information
A. Provide the date and jurisdiction of incorporation, organization, or creation, and describe the
specific legal form in which the savings and loan holding company conducts business (e.g.,
corporation, partnership, joint stock company, trust). If the savings and loan holding company is a
trust, the following must be provided:
(1) the type of trust (e.g., pension, profit sharing, shareholders’ voting, business trust);
(2) the name of all trustees;
(3) the effective date of the trust agreement(s);
(4) the dates of any amendments and a copy of the amendments, if applicable (if not
applicable, state so); and
(5) the expected date of the trust’s expiration.
B. Provide the savings and loan holding company’s fiscal year-end date, and state whether the savings
and loan holding company is subject to the reporting requirements of the Securities Exchange Act of
1934.
C. Briefly describe how the registrant became a savings and loan holding company. The following must
be provided for each acquired savings association or savings and loan holding company:
(1) acquired company’s name;
(2) address of executive or main office;
(3) date of consummation of the transaction;
(4) type (class) of stock or other ownership interest acquired;
(5) number of shares or other ownership interest acquired; and
(6) percentage of the shares or other ownership interest acquired.
D. Provide the following information regarding each of the savings and loan holding company’s
subsidiaries, including subsidiaries of any savings association(s):
(1) name of subsidiary;
(2) address of subsidiary;
(3) describe the nature and type of business the subsidiary conducts;
(4) list the subsidiary’s direct parent entity(ies);
(5) date subsidiary was established or, if acquired, date of consummation of the
transaction;
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(6) type (class) of stock or other ownership interest held or acquired;
(7) number of shares or other ownership interest held or acquired; and
(8) percentage of the shares or other ownership interest held or acquired.

Item 2. Amendments and Revisions to Information Provided in Savings and Loan Holding
Company Application
Describe any changes related to the financial condition, ownership, operations, intercompany
relationships, and management of the savings and loan holding company and its subsidiaries since the
application to become a savings and loan holding company was approved. Refer to the respective Item
number of the holding company application.
Note: Information required under this Item is not intended to duplicate information previously
submitted in the holding company acquisition application. Submit changes only.

Item 3. Type of Business
Describe the nature and types of business the savings and loan holding company conducts (e.g.,
accepting deposits, extending credit, insurance, manufacturing)

Item 4. Savings and Loan Holding Company Status and Basis of Control
Furnish a copy of any instruments or documents relating to the acquisition of the savings association or
the savings and loan holding company.
Note: Information required under this Item is not intended to duplicate information previously
submitted in the holding company acquisition application.

Item 5. Directors, Partners, Trustees, and Executive Officers
List the names of all directors, partners, trustees, and executive officers of the savings association(s) and
savings and loan holding company(ies).

Item 6. Disposition of Control
If applicable, briefly discuss any plans to divest control of the savings association or the savings and loan
holding company.
If the savings and loan holding company acquired control of a savings association or savings and loan
holding company solely because of a pledge or hypothecation of stock to secure a loan, or the
liquidation of a loan, it may be subject to 12 CFR 238.12(a)(4).

Item 7. Financial Statements
Furnish copies of the savings and loan holding company’s consolidated and parent-only balance sheets
and statement of operations for the preceding fiscal year, including applicable footnotes and supporting
schedules. To the extent that these statements are included in annual reports to shareholders, copies of
such annual reports may be substituted to satisfy this Item.
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